Steps to Achieve Board Effectiveness

2021 Annual Evaluation Feedback and Action Items 

	Strategy and Operational Oversight		Board Structure and Culture		Information and Resources
	Directors find the three-day strategy session to be highly effective. Directors appreciate the periodic strategic and operational updates throughout the year.		Directors believe that the current mix of skills and competencies on the Board allow for effective oversight of Allstate's business. Directors appreciate the transparency in the Board room and believe the dialogue appropriately challenges management and each other.		Directors find value in the use of outside speakers on key topics. Directors appreciate the executive sessions at the end of each meeting.
	ACTION ITEMS		ACTION ITEMS		ACTION ITEMS
	Management will provide additional materials and updates in between Board meetings related to significant strategic matters. Board agendas and meeting time will continue to be focused on the most significant strategic and operational issues facing the company.		Diversity will continue to be prioritized when seeking new Board candidates. In-person interactions with senior leaders will be maintained to further build relationships and develop leaders.		External speakers will continue to be utilized to share insights on industry trends, shareholder perspectives and other topics relevant to the company's business. Executive sessions will be lengthened to provide for additional unstructured discussion.

Director Onboarding and Continuing Education

ORIENTATION	CONTINUING 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 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.
	The directors participated in a simulated cybersecurity/ ransomware exercise, which allowed them to prepare for an attack and gave them a better understanding of roles before, during and after a major incident.

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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 ●Ten out of eleven director nominees are independent ●Executive sessions at every regular 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 ●Oversight of ESG priorities, including climate, data privacy, IDE and other human capital matters ●Use of outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors See page 33 for information about the external pay equity analysis completed annually
		Good Governance ●Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications ●Annual letter to stockholders from the independent directors on Board accomplishments ●Request engagement with holders of approximately 40-50% of outstanding shares three times each year ●Robust Board and committee self-evaluation process ●Comprehensive sustainability report supplemented by a summary ESG report, EEO-1 data, and disclosures aligned with the Sustainability Accounting Standards Board ("SASB") and the Task-Force on Climate Related Financial Disclosures ("TCFD") ●Robust Global Code of Business Conduct and ethics training for all directors ●Effective director education program	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.
		●Increased equity ownership guidelines for the Chair and CEO (eight times the base salary), other executive officers (four times the base salary) and directors (six times the annual cash retainer) ●Comprehensive CEO emergency succession plan

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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 current risk position and alignment with risk and return principles is reviewed throughout the year, including reviews of compensation programs and political engagement. 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 execution, and culture. The key risk areas overseen by each Board committee are included below.

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Risk Management and Participation in the Political Process

Allstate is regulated in all 50 states, Canada 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 achieve Our Shared Purpose, including serving customers and generating attractive 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 $51 billion (less than 0.002% of total revenue). The types of expenditures are consistent from year to year.

The chief risk officer conducts an annual risk and return assessment of Allstate’s political activities for the Board to ensure there is appropriate oversight and management of corporate political engagement. In addition, the Board’s nominating, governance and social responsibility committee provides oversight of Allstate’s political contributions and activities, including in a joint session with the Board.

Risk Management and Cybersecurity

Accordingly, the Board prioritizes its responsibility to oversee data protection efforts, including policies and systems designed to prevent and, if necessary, respond to cyber threats. We are continually enhancing information security capabilities in order to protect against emerging threats, detect system compromise and recover should a cyber-attack or unauthorized access occur. In 2021, the Board participated in a cybersecurity simulated ransomware attack.

The cybersecurity program is regularly reviewed and tested by Allstate’s internal audit function with quarterly status reports provided to the audit committee and the full Board. The audit committee receives semi-annual reports from its independent cybersecurity advisor.

CYBERSECURITY GOVERNANCE BEST PRACTICES

	Crisis simulations to prepare senior leaders to respond to a cyber attack
	Audit committee charter clearly highlights the importance of the Board’s data privacy oversight efforts
	Utilizes a cybersecurity advisor 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

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Risk Management and Compensation

Analysis provided by an external consultant and the chief risk officer for the compensation and human capital committee concluded the compensation plans are 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.

Risk Management and Human Capital Management

As part of Allstate’s commitment to fair and equitable compensation practices, an internal pay equity analysis is completed on an annual basis. For the third year in a row, 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 gaps were remediated and policies were established 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 human capital 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

Board Role in Setting Compensation

The compensation and human capital 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 human capital committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP’s responsibilities include:

The compensation and human capital committee annually evaluates the compensation consultant’s performance and independence.

The compensation and human capital 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 human capital 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 human capital committee meetings are reported at the next meeting. The compensation consultant also provides the nominating, governance and social responsibility committee with competitive information on director compensation, including updates on practices and emerging trends.

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Board Accountability

Stakeholder Input and Responsiveness

Allstate continually seeks stakeholder input to meet its obligations as a corporate citizen. 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 The RepTrak Co., a global research firm, to study how stakeholders perceive the company. We survey customers, consumers, agents and employees every quarter, as well as investors and opinion leaders each year, and policymakers every two years. 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 multiple times throughout the year. 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, governance and social responsibility committee, Board Chair, and other committee chairs or directors as necessary.

Four-Phase Engagement Cycle

Balanced-Transparent-Responsive

This input is reported to the nominating, governance and social responsibility 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.

Outcome

During 2021, Allstate held discussions with stockholders representing approximately 30% of outstanding shares. The conversations focused primarily on Allstate’s Transformative Growth progress, societal engagement framework, IDE strategy, climate change risk, and data privacy. Stockholder feedback was integrated into Board discussions and decisions.

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	WHAT WE HEARD DURING 2021 ENGAGEMENT
	Strategy. Investors believe that company boards and management should be focused on long-term strategy, including a focus on societal issues since they lead to sustained value creation.		Environment. Investors want to see clear disclosures on climate change strategy, goals and progress, as well as a clear framework for how climate strategy is integrated into business strategy.		Inclusive Diversity and Equity. Investors want to understand how companies are advancing IDE initiatives and strategy, both at the board level and among the employee-base.		Board Composition. Investors are focused on whether companies have the right skills and diversity on boards to advance and oversee corporate strategy.
	WHAT WE HAVE DONE IN RESPONSE
	The company's progress on Transformative Growth was discussed at every Board meeting. Allstate divested its life and annuity businesses to focus capital on higher risk adjusted returns and higher growth businesses. The company continues to evaluate the acquisitions of SquareTrade, InfoArmor and National General to ensure alignment with long-term strategy.		The Board oversaw the development of a societal engagement framework to evaluate, prepare and communicate Allstate’s participation on issues that drive sustainable value creation. Specific, quantifiable goals have been developed for each issue, and are directly tied to our business strategy and Our Shared Purpose. The company is in the process of setting short- and long-term climate goals. The TCFD report will be enhanced to incorporate the goal setting work that is underway.		Allstate is executing a comprehensive three-year IDE strategy to accelerate the pace of change for diversity across the enterprise. While Allstate has disclosed workforce composition data for several years, beginning in 2021, a consolidated EEO-1 report has been provided to assist shareholders in comparisons to other companies.		Two new Board members were added within the last two years, each bringing specific experience and skills sets to help oversee the key components of Allstate's business strategy.

CRITERIA TO EVALUATE POTENTIAL SOCIETAL ISSUES Three societal issues are in the Focus category: Climate, Data Privacy and Equity

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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 written request to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127, or by email request to invrel@allstate.com.

Communication with the Board The Board has established a process to facilitate communication by stockholders and other interested parties with directors as a group. The general counsel and chief legal officer reports regularly to the nominating, governance and social responsibility committee on all correspondence received that, in her opinion, involves functions of the Board or its committees or that she otherwise determines merits Board attention. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitations or advertisements; product related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; or spam and overtly hostile, threatening, potentially illegal or similarly unsuitable communications. Activity on social media is also monitored and reported to the nominating, governance and social responsibility committee.		The Allstate Board welcomes your input on compensation, governance, and other matters.
			directors@allstate.com
			The Allstate Corporation, Nominating, Governance and Social Responsibility Committee, 2775 Sanders Road, Suite F7 Northbrook, IL 60062-6127 c/o General Counsel

In addition, the audit committee has established procedures for the receipt, retention, and treatment of any complaints about accounting, internal accounting controls, or auditing matters. To report any issue relating to The Allstate Corporation (including Allstate Insurance Company and its affiliates) accounting, accounting controls, financial reporting or auditing practices, you may contact the company by mail, telephone or email. Telephone contacts may be kept confidential at your request.

The communication process and the methods to communicate with directors are posted on the “Governance Overview” section of www.allstateinvestors.com.

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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 eleven 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 three to five years.

	Gregg Sherrill Current 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 human capital 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 ●Participates in the evaluation of individual director, Board and committee performance with the chair of the nominating, governance and social responsibility committee and the Chair
Mr. Sherrill was named independent Lead Director in May 2021. As a director at Allstate since 2017, Mr. Sherrill has served on the audit and nominating, governance and social responsibility committees. During his tenure on Allstate’s Board, he has cultivated an expansive knowledge of Allstate through strategic growth and operational changes, including leadership throughout the pandemic and evolving external environment. His knowledge and experience balances the perspectives of both the longer-tenured Board members and newer directors. Considerations in Selecting 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, 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. In 2021, Mr. Sherrill was chosen by the independent directors as he exemplified these characteristics. He has significant board leadership experience, including as former chairman of Tenneco and current chair of the organization and executive compensation committee of Snap-On. The independent directors believe that Mr. Sherrill is exceptionally well-qualified to serve as Allstate’s independent lead director.

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Board Chair

The independent directors have the ability to separate the roles of Chair and CEO if it is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating, governance and social responsibility committee, the current circumstances at Allstate, the skills and experience of the individuals involved and the leadership composition of the Board.

Board Meetings and Committees

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 Property-Liability, 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.

Audit Committee

The CFO, chief audit executive, chief compliance executive, chief risk officer, CEO, vice chair, chief legal officer and general counsel, and controller all actively participate in meetings. Senior business unit and technology executives, including the chief information security officer, are present when appropriate. Executive sessions of the committee, in which the committee meets privately with the independent registered public accountant, independent cybersecurity advisor, chief audit executive, and chief compliance executive, are held at all regular meetings.

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Compensation and Human Capital Committee

The chief human resources officer, senior vice president of total rewards, chief legal officer and general counsel, CFO, vice chair, and CEO participate in meetings. The committee regularly meets in executive sessions with the independent compensation consultant or chief human resources officer.

Nominating, Governance and Social Responsibility Committee

The CEO, chief legal officer and general counsel and vice chair participate in meetings. The committee regularly meets in executive session without management present. The chief risk officer provides risk assessments on political contributions and activities. The chief legal officer and general counsel provides regular updates to the committee on ESG priorities.

Risk and Return Committee

The chief risk officer, CFO, CEO, vice chair, chief legal officer and general counsel, chief audit executive, chief technology officer and chief information security officer participate in meetings. The committee regularly meets in executive session, including sessions with the chief risk officer.

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The Allstate Corporation Board of Directors
Gregg Sherrill, Independent Lead Director Thomas J. Wilson, Chair	Meetings in 2021: 10 ●The company’s progress on the Transformative Growth strategy was discussed at every Board meeting, including three days in October to focus solely on strategy. ●The Board discussed Allstate's ESG strategy and progress at multiple meetings, including review of the societal engagement framework. ●Succession planning and inclusive diversity and equity were each discussed at multiple meetings.	Highly Independent Board Ten out of eleven 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 regular Board and committee meeting.	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.

		Audit Committee(1)	Report, pg. 92				Compensation and Human Capital Committee	Report, pg. 71
	Chair: Kermit R. Crawford Meetings in 2021: 8 Other Members: Donald E. Brown Michael L. Eskew Siddharth N. Mehta Jacques Perold					Chair: Perry M. Traquina Meetings in 2021: 7 Other Members: Richard T. Hume Margaret M. Keane Andrea Redmond Judith A. Sprieser
		“We reviewed internal controls, compliance and the use of non-GAAP measures in the evaluation of company performance. In addition, we discussed internal audit engagements on Transformative Growth initiatives. Data privacy and cybersecurity continued to be areas of focus and we engaged an independent cybersecurity advisor for the sixth year in a row.” — Kermit R. Crawford, Chair					“We discussed Allstate's human capital practices and organizational health, including a three-year IDE strategy. To measure progress against IDE strategies and Transformative Growth, we added a qualitative performance metric to the annual incentive plan and once again received an independent assessment of pay equity.” — Perry M. Traquina, 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 ●Oversees Allstate’s data privacy programs ●Has authority to engage independent counsel and other advisors to carry out its duties					Key Responsibilities: ●Oversees Allstate’s executive compensation plans ●Selects and retains 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 ●Conducts an annual review of the company’s human capital management practices for its people generally, and the organizational health of those practices, including metrics related to recruitment, geographic dispersion, leadership and development, compensation, turnover, employee and agent survey data, the ethical health of the company’s culture, the diversity and inclusiveness of the culture, and pay equity ●Reviews CEO’s performance in light of approved goals and objectives

(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. Brown, Eskew and Mehta are each an audit committee financial expert as defined under SEC rules.

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	Nominating, Governance and Social Responsibility Committee					Risk and Return Committee
	Chair: Andrea Redmond Meetings in 2021: 5 Other Members: Donald E. Brown Michael L. Eskew Margaret M. Keane Gregg M. Sherrill					Chair: Siddharth N. Mehta Meetings in 2021: 6 Other Members: Kermit R. Crawford Richard T. Hume Jacques Perold Judith A. Sprieser Perry M. Traquina
		“We continued our focus on the company's ESG initiatives and disclosures and reviewed a societal engagement framework to evaluate and communicate Allstate's participation on key issues important to our stakeholders. Following a competitive market review we increased the stock ownership requirements for directors.” — Andrea Redmond, Chair					“In 2021, we reviewed significant risk and return assumptions on Allstate's strategic plans, including in depth reviews of risks related to Transformative Growth, climate change, insurance loss costs, pricing regulation and nontraditional competition. We assessed the company's information security and data privacy practices to reduce exposure risk to customer information and helped develop a framework to meet consumer expectations.” — 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 ●Reviews priorities and reporting related to Allstate’s ESG activities, including political contributions and sustainability initiatives					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 ●Reviews extremely low frequency high severity scenarios ("ELFS") on an annual basis, including a periodic review of ELFS related to climate and weather-related risks
	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 2021.

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Board Independence and Related Person Transactions

Nominee Independence Determinations

The Board has determined that all directors who served during 2021, 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 human capital, nominating, governance and social responsibility, and risk and return committees are independent within the meaning of applicable laws, the NYSE listing standards, and the Director Independence Standards.		DIRECTOR NOMINEE INDEPENDENCE

Additionally, when a director serves on the audit committees of more than two other public companies, in addition to Allstate, the Board considers whether such simultaneous service impairs the ability of such director to effectively serve on Allstate’s audit committee. Based on this heightened standard of review, the Board reviewed Mr. Eskew’s outside audit committee service. The Board determined, based on a recommendation of the nominating, governance and social responsibility committee, that Mr. Eskew is an effective director who has devoted significant time fulfilling his duties. He has consistently attended the Board and committee meetings and has demonstrated that he can devote the time and effort necessary to serve as an effective director.

There was one related person transaction identified for 2021. The company employs Katherine Lees Sharp, who serves as Associate Manager-Social Media Content and is a daughter of Susan Lees, Allstate’s former EVP, Chief Legal Officer, General Counsel and Secretary (retired in March 2021). Ms. Sharp received total compensation of approximately $165,734 for 2021 (including value-in of health and wellness benefits) and participated in compensation and benefit arrangements generally applicable to similarly situated employees. Ms. Sharp did not report within Ms. Lees' organization, and Ms. Lees was not involved in decisions concerning Ms. Sharp’s compensation.

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