Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2020, the Board of Directors (the "Board") of Athene Holding
Ltd. (the "Company") voted to increase the size of the Board from fifteen to
sixteen directors, and upon recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Lynn Swann to fill the resulting
vacancy, effective immediately. Pursuant to the bye-laws of the Company, Mr.
Swann's appointment is on an interim basis, subject to approval of the
shareholders of the Company at the 2021 annual general meeting of shareholders.
If elected at the 2021 annual general meeting of shareholders, Mr. Swann, who
was appointed by the Board as a Class III director, would have a term that
expires at the annual general meeting of shareholders to be held in 2024.
Mr. Swann is president of Swann, Inc., a marketing and consulting firm he
founded in 1976. From 2016 to 2019, Mr. Swann served as the Athletic Director of
the University of Southern California, where he was responsible for overall
administration of 21 women's and men's Division I athletic programs at the
university. Mr. Swann currently serves on the boards of directors of Evoqua
Water Technologies and American Homes 4 Rent, and has previously served on the
boards of a number of publicly-traded, privately-held and non-profit entities,
such as Fluor Corporation, Caesar's Entertainment Corp., Hershey Entertainment
and Resorts, H.J. Heinz Company and the Professional Golfers' Association (PGA)
of America. In addition to his extensive executive and board experience, Mr.
Swann played nine seasons for the Pittsburgh Steelers and was elected to the Pro
Football Hall of Fame in 2001. He also previously worked on-air as a host,
reporter and analyst for the American Broadcast Company (ABC-TV) for nearly 30
years and served as chairman of the national board of Big Brothers Big Sisters
of America. President George W. Bush appointed Mr. Swann as the Chairman of the
President's Council on Fitness, Sports and Nutrition, where he served from 2002
to 2005. Mr. Swann received a Bachelor of Arts from the University of Southern
California.
It is anticipated that Mr. Swann will enter into a standard indemnification
agreement with the Company, as more fully described under the caption
"Indemnification of Directors" on page 66 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2019, filed with the Securities and
Exchange Commission on February 20, 2020 (the "Annual Report"). Furthermore, it
is anticipated that Mr. Swann will enter into the Company's standard form
Director Retention Letter with the Company, effective upon his appointment to
the Board. The standard form of Director Retention Letter was previously filed
as Exhibit 10.28 to the Annual Report. Pursuant to the Director Retention
Letter, Mr. Swann will be eligible to receive director compensation, as more
fully described in "Compensation of Executive Officers and Directors-Director
Compensation" of the Company's definitive proxy statement filed with the
Securities and Exchange Commission on April 21, 2020 ("Proxy Statement").
There are no arrangements or understandings between Mr. Swann and any person
pursuant to which Mr. Swann was selected as a director, and there are no actual
or proposed transactions between Mr. Swann or any of his related persons and the
Company that would require disclosure under Item 404(a) of Regulation S-K. The
Board has affirmatively determined that Mr. Swann qualifies as an independent
director as defined by the listing standards of the New York Stock Exchange.
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