Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As the Company announced in its April 2021 proxy statement for its 2021 annual
shareholder meeting, American Equity Investment Life Holding Company's Board of
Directors (the Company's Board) engaged a nationally recognized corporate
governance expert as an independent consultant to review the Board's and its
committees' composition, tenure, charters, guidelines and processes, informed by
industry corporate governance best practices. The Board formed a working group
of directors to work with the Company's independent advisors and develop
proposed governance changes and recommendations that were then discussed with
each director and presented to the Board. At a special meeting on August 4, 2021
attended by all directors, the Board adopted the working group's recommendations
in the best interests of the Company, its shareholders, and other stakeholders.
The Board is taking these major steps to reset its governance, maintain
alignment with the Company's strategic evolution, and demonstrate best
practices. The Board changes will enhance its ability to focus on long-term
shareholder value through attention to strategy, risk, talent, metrics for
prudent and active risk-taking, management oversight, and sustainability. To
these ends, the Board:
•will consider its optimum Board size to be seven to nine directors, plus the
Chief Executive Officer (the CEO);
•adopted a new retirement policy that directors will not stand for re-election
at or after 75 years of age;
•expects not to nominate or appoint former Company employees to the Board;
•expects not to appoint former-Company-employee directors or the CEO to serve on
any of the Board's standing committees; and
•consistent with these steps, re-formed its committees' membership and revised
its committees' responsibilities by:
•establishing a new Audit and Risk Management Committee with responsibilities
for the Company's audit, information security, privacy, related person
transaction, and operational, actuarial, and reputational risk oversight;
•refreshing the responsibilities of the Nominating and Governance Committee to
enhance its role in director nominee selection, skill development, training, and
self-assessment;
•expanding the focus of the Compensation and Talent Management Committee on CEO
and executive officer performance, evaluation, compensation, and succession and
its oversight of talent management, leadership, culture, and management of any
risks from succession planning or compensation plans;
•appointing an independent director to chair the Investment Committee and expand
the committee's focus on oversight of portfolio risk; and
•assigning responsibility for technology and innovation oversight to the Board,
expecting to establish protocols to frame the issues, deploy director leadership
and appropriately inform the Board in the exercise of this responsibility. The
Board will also have appropriate sustainability oversight responsibilities.
The Board will amend and restate its corporate governance guidelines, make new
committee assignments, and adopt new committee charters, each of which will be
disclosed on the Company's website as applicable under New York Stock Exchange
rules.
In connection with these changes, the Board has also reviewed its three director
classes and expects to rebalance its 2023 class. Douglas T. Healy agreed on
August 4, 2021 to stand for re-election in 2023 (subject to nomination by the
Board at that time), one year earlier than the current end of his term.
The forward-looking statements in this disclosure, such as expect, maintain, and
will, are based on assumptions and expectations that involve risks and
uncertainties, including the "Risk Factors" the Company describes in its U.S.
Securities and Exchange Commission filings. The Company's future results could
differ, and it has no obligation to correct or update any of these statements.

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