FEEDBACK ON EVALUATIONS IS PROVIDED TO THE NOMINATING AND GOVERNANCE COMMITTEE AND ACTION ITEMS ARE DEVELOPED FOR THE UPCOMING YEAR.
►Strategy and Operational Oversight. Directors value the annual 2 1/2 day strategy session and the materials and discussions related to management succession, financial performance and risk and return management.				►Board Structure and Governance. Directors believe their governance processes are effective, particularly those related to involving the Lead Director and committee chairs in the formulation of meeting agendas and materials.				►Information and Resources.Directors value the information, resources and support they receive from management.
►Action Item - Management will provide additional reports to the Board on the implementation of the Transformative Growth Strategy.				►Action Item - The committee agendas and charters will be reviewed to ensure the clear delineation of responsibilities for environmental, social and governance (“ESG”) matters among the committees.				►Action Item – Management will provide quarterly education materials to directors, which could include significant developments related to investors, customers, employees, agents and competitors.

Director Onboarding and Continuing Education

	ORIENTATION		CONTINUING PERSONAL DEVELOPMENT		BEYOND THE BOARDROOM
	All new directors participate in a robust director orientation and onboarding process to ensure a working knowledge of Allstate’s business, strategies, operating performance and culture and a successful integration into boardroom discussions as soon as possible. To assist with their development, all new directors are invited to attend all committee meetings prior to their appointment to a particular committee. As part of their onboarding and during their tenure, directors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including one-on-one meetings and larger group sessions.		Allstate encourages and facilitates director participation in continuing education programs, and each director is given the opportunity to become a member of the National Association of Corporate Directors.		Throughout their tenure, directors continue to participate in informal meetings with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspectives, and strengthen their working knowledge of Allstate’s business, strategy, operating performance and culture. In 2019, more than 20 additional meetings were held.

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Our Commitment to Effective Governance

Allstate has a history of strong corporate governance guided by three primary principles: dialogue, transparency and responsiveness. The Board has enhanced governance policies over time to align with best practices, drive sustained stockholder value and serve the interests of stockholders. Allstate’s key governance practices are included below.

STOCKHOLDER RIGHTS ►Annual election of directors with a majority vote standard in uncontested elections ►Proxy access rights permitting a stockholder or group of up to 20 stockholders owning 3% or more of Allstate’s outstanding common stock continuously for at least three years to nominate director candidates constituting up to 20% of the Board ►No stockholder rights plan (“poison pill”) and no supermajority voting provisions ►Confidential voting ►Right to call a special meeting and request action by written consent for stockholders with 10% or more of outstanding shares

INDEPENDENT OVERSIGHT ►Strong independent Lead Director and committee chair roles with clearly articulated responsibilities ►Independent Board committees ►Nine out of ten directors are independent ►Executive sessions at every in-person Board and committee meeting without management present ►Independent reviews by the Board, audit, and risk and return committees of Allstate’s strategy, business, and the related key risks and mitigation activities See pages 27-30 for information on expanded Board oversight of culture and sustainability initiatives ►Use of outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors See page 28 for information about the external pay equity analysis completed in 2019

GOOD GOVERNANCE ►Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications ►Annual letter to stockholders from the directors on Board accomplishments since 2012 ►Requests for stockholder engagement with holders of at least 1/3 of outstanding shares each year ►Robust Board and committee self-evaluation process, including at the end of each in-person meeting and annual reviews for the entire Board and each individual director ►Enhanced comprehensive Sustainability Report with information on public policy (including political contributions), climate change, information security, environmental, social, and governance performance and management, and inclusive diversity ►Robust Global Code of Business Conduct and ethics training for all directors ►Effective director education program ►Strong equity ownership requirements for executives and directors ►CEO emergency succession plan reviewed and formalized

INVESTOR STEWARDSHIP GROUP Allstate believes that strong and effective governance practices are critical to long-term value creation. To achieve that goal, Allstate follows the six corporate governance principles set out by the Investor Stewardship Group for U.S.-listed companies. These principles are: (1)boards are accountable to stockholders; (2)stockholders should be entitled to voting rights in proportion to their economic interest; (3)boards should be responsive to stockholders and be proactive in order to understand their perspectives; (4)boards should have a strong, independent leadership structure; (5)boards should adopt structures and practices that enhance their effectiveness; and (6)boards should develop management incentive structures that are aligned with the long-term strategy of the company.

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Board Oversight

Risk Management

The Board oversees Enterprise Risk and Return Management (“ERRM”), including management’s design and implementation of ERRM practices. The chief risk officer’s assessment of Allstate’s overall risk position and alignment with risk and return principles is reviewed throughout the year. Significant risks, including those affected by climate change, financial markets, cybersecurity and privacy threats, are regularly identified, measured, managed, and reported. Risk and return perspectives are shared with the Board across six risk types: financial, insurance, investment, operational, strategic, and culture (elevated to a risk category in 2019). The key risk areas overseen by each Board committee are included below.

Board of Directors REVIEWS ENTERPRISE RISK AND RETURN AT LEAST TWICE A YEAR

	Risk and Return Committee REVIEWS RISK AND RETURN AT LEAST FIVE TIMES ANNUALLY			Audit Committee REVIEWS RISK AT LEAST FOUR TIMES ANNUALLY
	►Oversees the effectiveness of Allstate’s ERRM framework, governance structure and decision making Reported at each meeting through a risk summary report that identifies key risks, measurement of the risk profile, and alignment with risk and return principles Includes a review of the chief risk officer’s assessment of strategic and operating plans Reviews extremely low frequency scenarios (“ELFs”) at least annually ►Reviews regulatory Own Risk and Solvency Assessment (“ORSA”) report ►Reviews risk factors included in our Form 10-K, including risks related to climate change and severe weather ►The audit committee chair is a risk and return committee member to enhance cross-committee communication ►The chief risk officer attends all meetings and has regular executive sessions with the committee ►The chief audit executive attends all meetings ►Culture was elevated to a key risk category in Allstate’s enterprise risk and return management framework and was reviewed over multiple meetings			►Oversees Allstate’s internal controls related to key risks and the major financial risk exposures Reported through a semi-annual risk control dashboard ►Conducts quarterly reviews to oversee the efficacy of cybersecurity risk initiatives and related policies and procedures Receives regular reports from the chief risk officer, chief information security officer, and outside experts Utilizes an external, independent cybersecurity advisor ►Reviews risk factors included in our Form 10-K ►The risk and return committee chair is an audit committee member to enhance cross-committee communication ►The chief audit executive attends all meetings and has regular executive sessions with the committee ►The chief risk officer attends all meetings ►Regular data privacy reviews were added to the committee’s agenda and were formalized in the committee’s charter
	Compensation and Succession Committee REVIEWS RISK AT LEAST ONCE ANNUALLY			Nominating and Governance Committee REVIEWS RISK AS NEEDED
	►Oversees executive compensation programs (including the design, performance measures and ranges in incentive plans) Includes a review of the chief risk officer’s assessment of incentive compensation programs ►Oversees talent development and senior executive succession planning to ensure they appropriately align with Allstate’s risk and return principles Senior leadership development programs were enhanced and a CEO Emergency Succession Plan was formalized			►Oversees director elections and corporate governance practices to ensure they appropriately align with Allstate’s risk and return principles Includes a review of the chief risk officer’s assessment of political activities ►Oversees the company’s political contributions and activities, as well as its sustainability practices Allstate’s major sustainability programs were reviewed, including in joint session with the Board given the importance of sustainability to Allstate’s long-term success

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Risk Management and Participation in the Political Process

Allstate engages in public policy advocacy at the state and federal levels to foster market innovation, fight for consumers, promote safety and security, ensure a healthy regulatory system, promote fiscal responsibility, and advocate for small businesses.

Allstate is regulated in all 50 states and at the federal level on many aspects of its business, including customer communications, privacy, sales practices, underwriting standards, insurance pricing, claims practices, investments and capital. As a result, it must participate in public policy issues to appropriately serve customers and generate adequate returns for stockholders. The scope of issues is expanding as Allstate introduces innovative products and services through Arity, Allstate Protection Plans, Allstate Identity Protection and Avail (car sharing).

Allstate participates in political activities through direct and indirect advocacy, corporate political contributions and Allstate’s political action committee. Allstate contributes less than $1,000,000 annually in corporate funds to political organizations, including federal, state and local candidates and committees, in comparison to total revenues of almost $45 billion. The types of expenditures are consistent from year to year.

Chief Risk Officer’s Assessment

The chief risk officer’s assessment approach is based on Principles and Guidance for Responsible Corporate Political Engagement published by Transparency International UK. The political activities and associated risks identified by Transparency International UK were expanded to address Allstate’s specific activities and risk profile. These political activities were grouped for assessment as follows: i) political expenditures, ii) lobbying, iii) trade associations, social welfare groups and research organizations, iv) state based regulatory and legislation management, v) political activities in the workplace and vi) disclosure.

The chief risk officer’s assessment concluded the following:

1.	Allstate’s decisions on how to engage in the political process appropriately balance risk and return
	Allstate’s first risk and return principle, Maintain Strong Foundation, includes ensuring the political and regulatory environment supports the operating model. Engaging in political activity helps the company adhere to this principle. While engaging in political activity exposes Allstate to legal and reputational risks, controls are in place to manage these risks and consider the return implications of engaging in political activity.
2.	Allstate’s control framework appropriately manages the risks and sufficient governance and oversight exists to ensure activities are aligned with Allstate’s risk and return principles
	The control framework includes robust governance and processes that are designed to identify, monitor and evaluate the risks resulting from Allstate’s political activities. ►Senior leaders meet quarterly to designate priorities and receive updates on public policy initiatives and focus areas. ►The legal department ensures that corporate political expenditures are compliant with state regulations, and leadership reviews activity to confirm regulations are followed and corruption or conflicts of interest do not influence Allstate’s actions. ►The nominating and governance committee semi-annually (including in one joint session with the Board) reviews the company’s involvement in public policy and candidate contributions. ►The Allstate Global Code of Business Conduct contains the values and principles of The Allstate Corporation and subsidiaries. Employees are required to affirm understanding and compliance with the Code, including political activities and officers are required to identify political activity semi-annually. Employees in high risk areas of political corruption receive specialized training.

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	Risk Management and Cybersecurity		2019 CYBERSECURITY GOVERNANCE HIGHLIGHTS ►Simulated a crisis to prepare senior leaders to respond to a cyber attack ►Amended the audit committee charter to highlight the importance of the Board’s data privacy oversight efforts ►Retained a cybersecurity advisor for 4th year in a row to provide objective assessments of Allstate’s capabilities and to conduct advanced attack simulations ►Cross-functional approach to overseeing and addressing cybersecurity risk, with input from technology, risk, legal, and audit functions
The Board recognizes that the quality of Allstate’s security program affects our reputation and customers’ trust in us. Allstate’s strategy revolves around protecting our customers, and customers must feel that their most personal data is safe in our hands. Accordingly, the Board prioritizes its responsibility to oversee our data protection efforts, including our policies and systems designed to prevent and, if necessary, respond to cyber threats. We are continually enhancing our information security capabilities in order to protect against emerging threats, while increasing our ability to detect system compromise and recovery should a cyber-attack or unauthorized access occur. The Board dedicates significant time to the oversight of cybersecurity risk management. The audit committee regularly receives reports from its independent advisor regarding our program. Our cybersecurity program is regularly reviewed and tested by Allstate’s internal audit function with status reports provided to the Audit Committee and the full Board.

Risk Management and Compensation

Compensation policies and practices are structured to provide incentives for employees to successfully execute the company’s strategies and achieve annual operating goals while adhering to our risk and return principles.

Analysis provided by an external consultant and the chief risk officer for the compensation and succession committee concluded the compensation plans are also structured to ensure management does not take unnecessary or excessive risk. Based on this analysis, Allstate’s compensation policies ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on Allstate. Compensation plans provide a balanced mix of cash and equity through annual and long-term incentives that align with short- and long-term business goals. No one, regardless of eligibility, is guaranteed an award under the annual cash incentive program. Multiple performance measures are utilized that correlate with long-term stockholder value creation and diversify the risk associated with any single performance indicator. In addition, the annual incentive program contains a funding adjustment for senior executives in the event of a net loss, which reduces the corporate pool funding for those officers by 50% of actual performance. Likewise, for the performance stock award program, the committee requires positive net income for executives to earn awards above target. Equity awards granted in 2019 and annual cash incentive awards for the 2019 performance year for executive officers whose fraud or intentional misconduct resulted in a restatement to correct a material error or inaccuracy are subject to clawback. The clawback policy was expanded by the compensation and succession committee to provide for the recovery of equity awards granted after February 18, 2020, and annual cash incentive awards paid after March 15, 2020, to executive officers and other executive vice presidents. If the

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performance results leading to an award or payment are later subject to a downward adjustment as result of a material financial restatement, prior compensation is clawed back. It also provides for recovery of equity and annual cash incentive awards in certain circumstances if an executive is terminated for improper conduct that leads to a material adverse impact on the reputation of, or a material adverse economic consequence for, the company.

Risk Management and Culture

In 2019, culture was upgraded to a key risk category to be monitored and measured by management’s ERRM framework and overseen by the risk and return committee and Board. The Board oversees culture, setting the “tone at the top” and holding management accountable for its maintenance of high ethical standards and protecting our reputation, assets, and business. By adding culture as a key risk category, it expands the Board’s involvement at a more granular level. Accordingly, the Board reviewed culture over multiple meetings in 2019.

2019 Board Review of Culture

				CULTURE Establishing core elements of culture provides a basis for assessment and measurement and ensures alignment with Our Shared Purpose. The core cultural elements at Allstate are: ►Honesty ►Integrity and ethics ►Customer focus ►People (how Allstate meets the needs and expectations of employees) ►Empowerment and responsibility ►Performance expectations and rewards ►Engagement ►Transparency and personal interactions ►Adaptability and innovation ►Decision-making processes Core cultural elements will be measured using various sources and modified as this process matures
		Defined culture and identified core cultural elements (including specific measures for each core cultural element to support measurements and dialogue)
		Completed a baseline assessment of Allstate’s culture ►Reviewed internal surveys, internal data (exit interviews), external data (social media activity), regulatory reviews, and operating performance measures (market share growth and number of customer complaints)
		Established measures and governance reviews
		Evaluated potential focus areas for cultural improvement
		Management initiatives focused on culture

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Human Capital Management and Management Succession

The Board engages in ongoing reviews of human capital management practices since they are vital to Allstate’s continued success. The wellbeing of employees is a key priority and includes a dynamic and welcoming workplace that promotes inclusive diversity, fosters collaboration and encourages employees to bring their best ideas to work every day. Allstate retains talent by providing employees with training, mentoring and career development; emphasizing inclusive diversity; attracting new employees; encouraging work-life balance; and monitoring engagement through annual employee surveys.

Our human capital management focuses on the following priorities:

Career & Leadership Development Allstate’s Shared Purpose is based on the premise that all employees must exercise leadership. Talent Attraction & Retention Providing employees with rewarding work, professional growth and educational opportunities improves morale and engagement. Inclusive Diversity We strive for a workforce where the breadth of our diversity makes us a better company. We’re committed to being a force for positive change. Employee Well-Being & Safety As part of our ongoing mission to be an employer of choice, we take seriously our responsibility to care for their well-being, devoting resources to employee health and safety.

84% of employees are proud to work at Allstate

As part of Allstate’s commitment to fair and equitable compensation practices, an internal pay equity analysis has been completed on an annual basis. This past year Allstate engaged an outside firm to provide a more detailed pay equity analysis to identify potential pay gaps across substantially similar employee groups as well as identify policies, practices and/or systematic issues that may contribute to pay gaps now or over time. The external analysis found that Allstate’s results compare well to benchmarks for companies of similar size and scope. In the few employee groups where pay gaps were identified, these were remediated and we have established policies to ensure pay equity continues in the future.

The Board’s involvement in leadership development and succession planning is systematic and ongoing. Management succession is discussed four times annually in compensation and succession committee meetings, Board meetings, and executive sessions. Discussions cover the CEO and other senior executive roles. The Board also has regular and direct exposure to senior leadership and high-potential officers in meetings held throughout the year.

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Board Review of Succession Planning and Talent Development Practices

			LEADERSHIP SUCCESSION IS REVIEWED CONTINUOUSLY THROUGHOUT THE YEAR

	APRIL CEO Succession		JULY Talent Development		SEPTEMBER Key Leader Succession		NOVEMBER Scenario Planning
	Topic: CEO succession planning Primary Focus: ►Internal succession alternatives across multiple time periods – immediate, less than 2 years, and 3-5 years ►Alternatives are evaluated under different strategic and operating scenarios		Topic: Organizational health and pay fairness analyses – how the organization recruits, develops and retains people, including its inclusive diversity commitments Primary Focus: ►Systematic approach to talent acquisition, development, and retention		Topic: Senior leadership succession alternatives, including CEO Primary Focus: ►Key leader development and retention		Topic: CEO and senior leadership succession – “what if” scenario planning Primary Focus: ►Board dialogue in advance of unexpected succession issues

Board Role in Setting Compensation

The compensation and succession committee makes recommendations to the Board on compensation for the CEO and executive officers and the structure of plans used for executive officers. The compensation and succession committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP benchmarks Allstate’s plans and compensation payments to the market and evaluates changes to the executive compensation program. The compensation consultant also assesses Allstate’s executive compensation design, peer group selection, relative pay for performance, and total direct compensation for individual senior executive positions. Representatives of the compensation consultant participated in six out of seven compensation and succession committee meetings in 2019. The compensation and succession committee annually evaluates the compensation consultant’s performance and independence.

The compensation and succession committee grants all equity awards to individuals designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 or covered employees as defined in Internal Revenue Code Section 162(m). The compensation and succession committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2019 Equity Incentive Plan. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers. All awards granted between compensation and succession committee meetings are reported at the next meeting. The compensation consultant also provides the nominating and governance committee with competitive information on director compensation, including updates on practices and emerging trends.

Corporate Sustainability

The Board believes sustainability benefits Allstate’s stakeholders and drives long-term value creation. While the Board of Directors is responsible for the overall performance of Allstate, the nominating and governance committee has oversight responsibility for Allstate’s sustainability initiatives. Leadership from across the company guides Allstate’s corporate responsibility and sustainability efforts.

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Corporate Governance > Board Oversight

Governance of Sustainability

Board of Directors
Nominating and Governance Committee In 2019, the nominating and governance committee reviewed sustainability matters at two meetings, including in one joint session with the Board.
	Our CEO and Senior Executive Leaders
The Corporate Responsibility and Sustainability Team The Corporate Responsibility and Sustainability team develops the annual sustainability report, responds to ratings and rankings questionnaires, drives employee awareness and engagement with corporate sustainability initiatives and supports the Allstate Sustainability Council. They report to our senior executives on the status of Allstate’s environmental, social and governance progress.			The Allstate Sustainability Council Allstate has maintained a Sustainability Council since 2007. This cross-functional council reviews opportunities regarding operational efficiency, climate change and employee-focused sustainability initiatives. The council is comprised of individuals from operations, accounting, administration and real estate, technology, claims, corporate relations, enterprise risk and return management, human resources, legal, investments, marketing, product and sourcing and procurement. Allstate’s vice president of corporate relations leads the council, which meets periodically, and updates senior executives on its activities annually.				Enterprise Diversity Leadership Council (EDLC) The EDLC is made up of senior leaders throughout the enterprise focused on advancing inclusive diversity at Allstate. The EDLC helps drive targeted results for inclusive diversity across the company by: ►Identifying and prioritizing actions ►Taking accountability for achieving target results ►Ensuring clarity and understanding of the business relevance of inclusive diversity The EDLC provides updates to the CEO.

Recognitions

Allstate is recognized as an employer of choice and as a corporate champion for leadership in ethics, diversity, innovation and corporate responsibility. We are proud to be recognized as a great place to work by several independent organizations, and we will continue to make investments in our people to make Allstate a world-class workplace.

	DIVERSITYINC. Top 50 Companies for Diversity (2019, 16-time award winner)	ETHISPHERE World’s Most Ethical Companies (2015-2019)	THE CIVIC 50 (2017-2019)	HUMAN RIGHTS CAMPAIGN Corporate Equality Index rating (2009-2019)	NEWSWEEK Most Responsible Companies (2020)	DRUCKER INSTITUTE 250 Best-Managed Companies (2019)

To learn more about our corporate sustainability efforts, please view Allstate’s Sustainability Report at http://allstatesustainability.com.

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Board Accountability

Stakeholder Input and Responsiveness

Allstate continually seeks stakeholder input to make sure focus is on what matters most and to gauge progress against our purpose. We regularly engage our stockholders, as well as the following groups: customers and consumers, employees, Allstate agents, nongovernmental organizations, opinion leaders, policymakers and suppliers. Allstate partners with Reputation Institute, a global research firm, to study how stakeholders perceive the company. We survey customers, consumers, agency owners and employees every quarter, as well as investors, policymakers and opinion leaders each year. Feedback is collected across these stakeholder groups, key topics are identified, and strategies are developed to address gaps. There are also stakeholder-specific avenues for engagement.

Stockholder Engagement

Allstate proactively engages with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program.

How We Engage

Direct engagement involves reaching out to our largest stockholders representing over one-third of our total outstanding shares. We also engage with proxy and other investor advisory firms that represent the interests of various stockholders.

Discussions with stockholders include our Lead Director, chair of the nominating and governance committee, Board Chair, and other committee chairs or directors as necessary.

STOCKHOLDER ENGAGEMENT CYCLE

			BALANCED-TRANSPARENT-RESPONSIVE-THOUGHTFUL

	JANUARY-MARCH Before Annual Meeting		APRIL-MAY During Stockholder Voting		MAY Annual Meeting of Stockholders		JUNE-DECEMBER After Annual Meeting
	►Discuss with investors governance and compensation issues and potential responses. ►Discuss stockholder proposals with proponents, on case-by-case basis. ►Discuss governance trends.		►Follow up on previous conversations and discuss final Board decisions and reasoning. ►Review vote proposals and solicit support for Board recommendations.		►Stockholders vote on issues such as directors, say-on-pay, auditor ratification and stockholder proposals. ►Provides forum for direct engagement among Board members, senior management, and stockholders.		►Discuss with investors responses to vote results and new topics of interest for the upcoming year. ►Discuss stockholder proposals with proponents, on case-by-case basis.

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In addition to input on current governance and executive compensation topics specific to Allstate, we invite discussion on any other topics or trends stockholders may wish to share with us. Their input is reported to the nominating and governance committee, which in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion or actions are necessary by the respective committee or full Board. In addition, broader investor surveys provide perspective on investor concerns. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our stockholders, including vote results at our annual meetings of stockholders. Our dialogue has led to enhancements in our environmental, social, governance and executive compensation practices, which our Board believes are in the best interest of our company and our stockholders.

More Information

You can learn more about our corporate governance by visiting www.allstateinvestors.com, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. Allstate has adopted a comprehensive Global Code of Business Conduct that applies to the CEO, CFO, vice chair, controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at www.allstateinvestors.com. Each of the above documents is available in print upon request to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.

Communication with the Board

The Allstate Board welcomes your input on compensation, governance, and other matters.
	directors@allstate.com
	The Allstate Corporation, Nominating & Governance Committee, 2775 Sanders Road, Suite F7 Northbrook, IL 60062-6127 c/o General Counsel

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Board Structure

Independent Lead Director

Allstate’s Board places great importance on strong independent Board leadership and has had a strong Lead Director role in place for over nine years. Allstate’s Corporate Governance Guidelines describe the responsibilities of the Lead Director and the selection process, including the characteristics that the Board considers important in a Lead Director.

The Lead Director is elected annually by the independent directors, and it is expected that the Lead Director serve more than one year.

Judith A. Sprieser Lead Director ►Lead Director since 2015 ►Member of the nominating and governance, risk and return and executive committees ►Prior chair of audit committee for seven years ►Allstate Board experience in multiple operating environments and under two CEOs Considerations in Selecting the Current Lead Director The independent directors consider several factors, including the director’s corporate governance expertise, operational and leadership experience, Board service and tenure, integrity, prior Board leadership roles, and ability to meet the required time commitment. It is preferable that the Lead Director hold a previous position as chair of a Board committee, either at Allstate or another company. Ms. Sprieser was chosen by the independent directors as she exemplified Lead Director qualifications. She has devoted significant time fulfilling her duties as Lead Director since May 2015. During her tenure on Allstate’s Board, she has cultivated an expansive knowledge of Allstate in multiple operating environments and has experienced various financial market cycles. Her long-term perspective complements the perspectives of newer Board members, four of whom have joined in the last five years. The independent directors believe that Ms. Sprieser is exceptionally well-qualified to serve as Allstate’s independent Lead Director.	Independent Lead Director Responsibilities Board Meetings and Executive Sessions ►Has the authority to call meetings of the independent directors ►Approves meeting agendas and schedules and information sent to the Board to ensure there is sufficient time for discussion of all items and that directors have the information necessary to perform their duties ►Chairs executive sessions of independent directors at every Board meeting ►Presides at all Board meetings when the Chair is not present Duties to the Board ►Has regular communications with the CEO about Allstate’s strategy and performance ►Performs additional duties designated by the independent directors CEO Performance Evaluation ►Facilitates and communicates the Board’s performance evaluation of the Chair and CEO with the chair of the compensation and succession committee Succession Plans ►Facilitates the development of a succession plan for the Chair and CEO Communication Between Chair and Independent Directors ►Serves as liaison between the Chair and independent directors ►Consults with the Chair and discusses items raised in executive sessions Communication with Stockholders ►Communicates with significant stockholders and other stakeholders on matters involving broad corporate policies and practices, when appropriate Committee Involvement ►Works with the Chair and committee chairs to ensure coordinated coverage of Board responsibilities and ensures effective functioning of all committees ►Ensures the implementation of a committee self-evaluation process and regular committee reports to the Board Board and Individual Director Evaluations ►Facilitates the evaluation of individual director, Board and committee performance with the chair of the nominating and governance committee and the Chair

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Corporate Governance  >  Board Meetings and Committees

Board Chair

The independent directors periodically review Allstate’s leadership structure and whether separating the roles of Chair and CEO is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating and governance committee, the current circumstances at Allstate, the skills and experience of the individuals involved and the leadership composition of the Board. The roles of Chair and CEO were split during a transition of leadership in 2007 and 2008. The independent directors also appoint an independent Lead Director with robust powers and responsibilities. A strong Lead Director role provides an effective independent counterbalance if the independent directors choose to combine the Chair and CEO roles.

At present, the independent directors have determined Allstate is well-served by having these roles performed by Mr. Wilson, who provides excellent leadership and direction for both management and the Board. This promotes a strong connection between the Board and management that is subject to strong independent oversight by Allstate’s independent Lead Director and the other independent directors. The Board believes it benefits from the considerable knowledge and perspective that Mr. Wilson has acquired from more than 25 years of insurance industry experience. Given his extensive company knowledge and successful leadership of many external boards, he is highly qualified to fulfill both roles simultaneously.

Board Meetings and Committees

Board Attendance

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Management Participation in Committee Meetings

Key members of management regularly attend and participate in Board meetings. Regular attendees include the CEO, vice chair, CFO, general counsel and chief legal officer, president of Personal Property-Liability, president of Allstate Financial Businesses, president of Investments and Financial Products, and chief risk officer. Other senior leaders attend as meeting topics warrant. In addition, senior leadership also participates in committee meetings.

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Corporate Governance  >  Board Meetings and Committees

	The Allstate Corporation Board of Directors
					Highly Independent Board Nine out of ten directors on the Board are independent. Each director has input into Board and committee meeting schedules, agendas and materials. In addition, directors are provided opportunities throughout the year for independent discussion and reflection. The directors hold executive sessions without management present at every in-person Board and committee meeting.
	Judith A. Sprieser, Independent Lead Director		Thomas J. Wilson, Chair
	Meetings in 2019: 6
	►Succession planning discussed at four meetings annually ►The Board met for 2½ days in September to focus solely on strategy.

Audit Committee(1)

Report, pg. 81

Compensation and Succession Committee

Report, pg. 61

Chair: Kermit R. Crawford

Meetings in 2019: 10

Chair: Michael L. Eskew

Meetings in 2019: 7

Other Members:

Other Members:

Michael L. Eskew

Gregg M. Sherrill

Margaret M. Keane

Perry M. Traquina

Siddharth N. Mehta

Andrea Redmond

“Data privacy oversight became an area of focus, in addition to the frequent cybersecurity updates received by the committee. We continued an industry leading practice of engaging an independent cybersecurity advisor for the fourth year in a row and reviewed a cyber crisis simulation exercise that was used by our senior leaders to prepare for a possible cyber crisis.” — KERMIT R. CRAWFORD, CHAIR

“We considered the views of significant stockholders when we determined our compensation priorities during the year, which resulted in adding a Relative TSR performance measure to the performance stock award program and revising the company’s clawback policy. We also spent considerable time discussing management development and succession. We engaged in ongoing reviews of our human capital management practices and received an independent assessment of pay equity practices. We also formalized an emergency succession plan for the CEO, in the event of an unplanned departure.” — MICHAEL L. ESKEW, CHAIR

Key Responsibilities: ►Oversees integrity of financial statements and other financial information and disclosures ►Oversees the system of internal control over accounting and financial reporting and disclosure controls and procedures ►Reviews the enterprise risk control assessment and guidelines, including cybersecurity and data privacy risk and the major financial risk exposures and management’s steps to monitor and control those risks ►Oversees the ethics and compliance program and compliance with legal and regulatory requirements ►Appoints, retains, and oversees the independent registered public accountant, and evaluates its qualifications, performance and independence ►Evaluates retaining an independent cybersecurity advisor ►Oversees Allstate’s internal audit function

Key Responsibilities: ►Oversees Allstate’s executive compensation plans ►Has authority to retain the committee’s independent compensation consultant ►Assists the Board in determining all compensation elements of the executive officers, including the CEO ►Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement ►Reviews management succession plans, evaluation processes and organizational strength ►Reviews CEO’s performance in light of approved goals and objectives

►Oversees Allstate’s data privacy programs

►Has authority to engage independent counsel and other advisors to carry out its duties

(1)	The Board determined that all members of the audit committee are independent under the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) requirements, and that Messrs. Eskew, Mehta, and Sherrill are each an audit committee financial expert as defined under SEC rules.

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Board Meetings and Committees  <  Corporate Governance

		Robust Role for Independent Committee Chairs Each of the committee chairs approves meeting agendas and reviews committee materials. Prior to each meeting, each committee chair has a conversation with the Board Chair and CEO and relevant operating executives. The committee chairs discuss meeting materials and agendas in advance of each meeting, which fosters independence and successful execution of each committee’s responsibilities. Use of Independent Advisors Each committee operates under a written charter and has the ability to hire third-party advisors. Outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors attend meetings to provide directors with additional information on issues. All standing committees regularly use independent external consultants. In 2019, an outside firm was engaged to provide an independent assessment of Allstate’s pay equity practices.		“Over the past year, we engaged with management on strategic topics at every Board meeting. We considered the long-term trends in the property-liability insurance industry, including greater customer connectivity and use of technology. Management also initiated a Transformative Growth Plan, a multi-year effort to increase property-liability market share. The Board is actively engaged in this initiative.” — JUDITH A. SPRIESER INDEPENDENT LEAD DIRECTOR

Nominating and Governance Committee

Risk and Return Committee

Chair: Andrea Redmond

Meetings in 2019: 5

Chair: Siddharth N. Mehta

Meetings in 2019: 6

Other Members:

Other Members:

Margaret M. Keane

Gregg M. Sherrill

Kermit R. Crawford

Judith A. Sprieser

Jacques P. Perold

Judith A. Sprieser

Jacques P. Perold

Perry M. Traquina

“We focused on the company’s significant sustainability initiatives and disclosures, including Allstate’s approach to political contribution activity. We reviewed Allstate’s political contributions at two meetings, including in one joint meeting with the Board. Board composition and skills also continue to be areas of focus.” — ANDREA REDMOND, CHAIR

“We elevated culture to a key risk category in the enterprise risk and return management framework. New risk and performance measures are also being used for the Transformative Growth Plan. Allstate’s risk and return management program continued to be refined as management advanced the maturity of Allstate’s operational risk-return management framework.” — SIDDHARTH N. MEHTA, CHAIR

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

Key Responsibilities: ►Assists the Board in risk and return governance and oversight ►Reviews risk and return processes, policies, and guidelines used by management to evaluate, monitor, and manage enterprise risk and return ►Reviews Allstate’s enterprise risk and return management function, including its performance, organization, practices, budgeting, and staffing ►Supports the audit committee in its oversight of risk assessment and management policies ►Has authority to retain outside advisors to assist in its duties ►Enhanced oversight around culture as a key risk category

►Reviews Allstate’s political contributions and sustainability initiatives

EXECUTIVE COMMITTEE The Board has an Executive Committee made up of the Lead Director, committee chairs and Board Chair. The Executive Committee is chaired by Mr. Wilson and has the powers of the Board in the management of Allstate’s business affairs to the extent permitted under the bylaws, excluding any powers granted by the Board to any other committee of the Board. In addition, the Executive Committee provides Board oversight if outside the scope of established committees or if an accelerated process is necessary. No meetings of the Executive Committee were necessary in 2019.

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Corporate Governance > Board Independence and Related Person Transactions

Board Independence and Related Person Transactions

Nominee Independence Determinations

The Board has determined that all directors who served during 2019, other than Mr. Wilson, are independent according to applicable law, the NYSE listing standards, and the Board’s Director Independence Standards (which are included on www.allstateinvestors.com). In accordance with the Director Independence Standards, the Board has determined that the nature of the relationships with the corporation that are set forth in Appendix B do not create a conflict of interest that would impair a director’s independence. The Board also determined that the members of the audit, compensation and succession, nominating and governance, and risk and return committees are independent within the meaning of applicable laws, the NYSE listing standards, and the Director Independence Standards.

When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving director, Ms. Sprieser. Ms. Sprieser has significant experience serving at Allstate under different operating environments, management teams and financial market cycles, and served on the Board under two CEOs and prior to Mr. Wilson’s appointment. The Board concluded that Ms. Sprieser is an effective director who fulfills her responsibilities with integrity and independence of thought. She appropriately challenges management and the status quo, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management. The Board determined that her independence from management has not been diminished by her years of service.

Related Person Transactions

The nominating and governance committee has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is posted on the Corporate Governance section of www.allstateinvestors.com.

There were no related person transactions identified for 2019.

The committee or committee chair reviews transactions with Allstate in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors, executive officers, their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock. The committee or committee chair approves or ratifies only those transactions that are in, or not inconsistent with, the best interest of Allstate and its stockholders. Transactions are reviewed and approved or ratified by the committee chair when it is not practicable or desirable to delay review of a transaction until a committee meeting. The committee chair reports any approved transactions to the committee. Any ongoing, previously approved, or ratified related person transactions are reviewed annually.

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