What changed in this filing

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Item 9A. Controls and Procedures

2021-02-11 compared with 2020-02-12 · 597 added, 469 removed, 952 unchanged (53% of the section changed)

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Directors, Executive Officers and Corporate Governance

We use “ Internet Site ” in Items 10 and 11 to refer to our company’s internet site, www.alliancebernstein.com .

We use “ Internet Site ” in Items 10 and 11 to refer to our company’s public website, www.alliancebernstein.com .

To contact our company’s Corporate Secretary, you may send an email to corporate_secretary@alliancebernstein.com or write to Corporate Secretary, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105.

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Board of Directors

Our Board currently consists of 11 directors, including seven independent directors (including our Chairman of the Board), our President and CEO, and three senior executives of EQH.

While we do not have a formal, written diversity policy in place, we believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company.

As set forth in its charter, the Corporate Governance Committee of the Board (“ Governance Committee ”) assists the Board in identifying and evaluating such candidates, determining Board composition, developing and monitoring a process to assess Board effectiveness, developing and implementing corporate governance guidelines, and reviewing programs relating to matters of corporate responsibility.

Our Board consists of 12 directors, including eight independent directors (including our Chairman of the Board), our President and CEO, and three senior executives of EQH.

While we do not have a formal, written diversity policy in place, we believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills, personal experiences and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company.

As set forth in its charter, the Corporate Governance Committee of the Board (the “ Governance Committee ”) assists the Board in identifying and evaluating such candidates, determining Board composition, developing and monitoring a process to assess Board effectiveness, developing and implementing corporate governance guidelines, and reviewing programs relating to matters of corporate responsibility.

As we indicate below , our directors have a combined wealth of leadership experience derived from extensive service leading large, complex organizations in their roles as either senior executives or board members, as well as in government and academia.

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business development;

information technology;

information technology and security;

strategic planning;

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de Oliveira, age 66, was appointed a director of AB in April 2017 and, since April 2019, has served as Chairman of the Board of AB.

Since March 2019, he has served as Chairman of the Board of EQH, Equitable Life and Equitable America.

de Oliveira served as director of EQH from April 2018 until being appointed Chairman in 2019 and, similarly, served as director of each of Equitable Life and Equitable America until being appointed Chairman.

Since March 2019, he has served as Chairman of the Board of EQH, Equitable Financial and Equitable America.

de Oliveira served as director of EQH from April 2018 until being appointed Chairman in 2019.

He also previously served as a director of Equitable Financial and Equitable America from 2011 to 2018.

He has been a director of AXA since 2010.

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Bernstein, age 59, was appointed President and Chief Executive Officer in April 2017 and began serving in this role on May 1, 2017.

Prior to his appointment, he had a distinguished 32 year career at JPMorgan Chase, most recently as managing director and global head of Managed Solutions and Strategy at J.P.

He also has served as Senior Executive Vice President and Head of Investment Management and Research of EQH since April 2018.

Prior to these appointments, Mr.

Bernstein had a distinguished 32-year career at JPMorgan Chase, most recently as managing director and global head of Managed Solutions and Strategy at J.P.

Morgan Asset Management.

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Bernstein is a member of the Management Committee of EQH and the Board of Managers of Haverford College, Pennsylvania.

Bernstein brings to the Board the diverse financial services experience he developed through his extensive service at JPMorgan Chase.

Bernstein brings to the Board the diverse financial services experience he developed through his extensive service at JPMorgan Chase and more recent career at AB.

Audet, age 67, was appointed a director of AB in November 2017.

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Domenici, age 60, was appointed a director of AB in January 2020.

Most recently, she served as Chief Financial Officer and member of the Operating Committee at Bridgewater Associates (“ Bridgewater ”), a hedge fund with more than $160 billion in AUM, from 2015 to 2018.

In this role, Ms.

Domenici was responsible for, among other things, financial planning and analysis, revenue management, corporate finance, strategic initiatives and technology investment.

She is currently Chief Financial Officer and member of the Executive Committee at Dataminr, a leading AI company that is late-stage venture backed.

In her broad leadership role, which she began in 2020, Ms.

Domenici is responsible for various strategic, operational and administrative functions.

From 2015 to 2018, Ms.

Domenici was a strategic advisor to Bridgewater’s Management Committee, in which role she led the evolution of the firm’s senior leadership organization structure.

Domenici served as Chief Financial Officer and member of the Operating Committee at Bridgewater Associates, a hedge fund with more than $160 billion in AUM.

Prior thereto, Ms.

Domenici held various senior strategic positions with Citadel Investment Group, from 2004 to 2005, Credit Suisse, from 1998 to 2004, and The Monitor Consulting Group, from 1996 to 1998.

In addition, she is a proven entrepreneur, having founded a successful consulting firm that advises many family-owned, private equity, venture-backed and real estate companies.

Domenici serves on the Board of Regis High School and is the founder of Excellent Schools of New Mexico, a non-profit that supports charter schools in underserved communities.

She also serves on the Board of One World Surgery, which provides access to quality surgical care globally and has been involved in major national efforts to support research and legislation related to mental illness.

Additionally, Ms.

Domenici serves on the Board of International Folk Art Market, which focuses on economic opportunities for folk artists worldwide, particularly women in developing countries.

Domenici held various senior managerial, investment banking and strategic positions with firms including Citadel Investment Group, Credit Suisse and The Monitor Consulting Group.

In addition, she is a proven entrepreneur, having founded a successful consulting firm that advised many family-owned, private equity, venture-backed and real estate companies.

Domenici is an active leader for charitable and public health causes.

She co-founded the Excellent Schools of New Mexico, a non-profit organization that supports charter schools in underserved communities, and she serves on the board of Regis High School in New York City.

Domenici is a member of the Bipartisan Policy Center Behavioral Health Integration Task Force, where she champions initiatives focused on mental illness.

She also serves on the advisory board of the International Folk-Art Market, which focuses on economic opportunities for folk artists worldwide, particularly women in developing countries.

Until 2020, Ms.

Domenici had served on the board of One World Surgery, which provides access to quality surgical care globally.

Domenici brings to the Board her seasoned business acumen and her extensive global experience in strategic financial management, corporate strategy and operations.

Hurd, age 54, was appointed a director of AB in April 2019.

He has served as Senior Executive Vice President and Chief Operating Officer of EQH, and as a member of the EQH Management Committee, since May 2018.

He has served as Senior Executive Vice President and Chief Operating Officer of EQH, and as a member of the EQH Management Committee, since 2018.

In this role, Mr.

Hurd has strategic oversight for EQH's Human Resources, Information Technology and Communications departments.

He also is responsible for EQH's Transformation Office, which encompasses key functional areas, including operations, data and analytics, procurement and corporate real estate.

Hurd also has served as Senior Executive Director and Chief Operating Officer of Equitable Life since January 2018.

Prior to joining Equitable Life, Mr.

He also is responsible for EQH's Transformation Office, which encompasses key functional areas, including operations, procurement and corporate real estate.

Hurd also has served as Senior Executive Director and Chief Operating Officer of Equitable Financial since 2018.

Prior to joining Equitable Financial, Mr.

Hurd served as Executive Vice President and Chief Operating Officer at American International Group, Inc.

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While at AIG, Mr.

Hurd served as as Chief Human Resources Officer, Chief Administrative Officer, Deputy General Counsel and Head of Asset Management Restructuring.

Hurd served as Chief Human Resources Officer, Chief Administrative Officer, Deputy General Counsel and Head of Asset Management Restructuring.

Hurd brings to the Board his extensive experience in financial services and strategic insights as a senior executive at EQH and, formerly, at AIG.

Kaye, age 66, was appointed a director of AB in April 2017.

He has been a director of EQH since May 2018 and a director of Equitable Life and Equitable America since September 2015.

He has been a director of EQH since May 2018 and a director of Equitable Financial and Equitable America since September 2015.

Also, since May 2019, Mr.

Kaye has been is a director of CME Group, Inc., where he serves as a member of the Audit Committee.

Kaye has been a director of CME Group, Inc.

CME), where he serves as Chair of the Audit Committee.

From January 2013 to May 2014, Mr.

Kaye served as interim Chief Financial Officer and Treasurer of HealthEast Care System.

He held this post after retiring in 2012 from a 35-year career at Ernst & Young LLP, including 25 years as an audit partner.

During his tenure at EY, Mr.

He held this post after retiring in 2012 from a 35-year career at Ernst & Young LLP (" E&Y "), including 25 years as an audit partner.

During his tenure at E&Y, Mr.

Kaye served as the New England Area Managing Partner and the Midwest Area Managing Partner of Assurance.

Kaye is a Certified Public Accountant and a National Association of Corporate Directors Board Leadership Fellow.

Kaye brings to the Board the extensive financial expertise he developed through his career at EY and his directorships at EQH and certain of its subsidiaries.

Kaye brings to the Board the extensive financial expertise he developed through his career at E&Y and his directorships at CME, EQH and certain of EQH's subsidiaries.

Lane, age 47, was appointed a director of AB in April 2019.

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Also, since February 2019, Mr.

Lane has served as President of Equitable Life, leading that company's Retirement, Wealth Management & Protection Solutions businesses and also leading its Marketing and Digital functions.

Lane held various leadership roles with AXA and Equitable Life since joining Equitable Life in 2005 as Senior Vice President of the Strategic Initiatives Group.

He has served as President and CEO of AXA Japan, Senior Executive Director at Equitable Life with responsibilities across commercial divisions, and Head of AXA Global Strategy overseeing AXA's five-year strategic plan across 60 countries.

Prior to joining Equitable Life, Mr.

Lane has served as President of Equitable Financial, leading that company's Retirement, Wealth Management & Protection Solutions businesses and also leading its Marketing and Digital functions.

Lane held various leadership roles with AXA and Equitable Financial since joining Equitable Financial (then a subsidiary of AXA) in 2005 as Senior Vice President of the Strategic Initiatives Group.

He has served as President and CEO of AXA Japan, Senior Executive Director at Equitable Financial with responsibilities across commercial divisions, and Head of AXA Global Strategy overseeing AXA's five-year strategic plan across 60 countries.

Prior to joining Equitable Financial, Mr.

Lane was a consultant for McKinsey & Company and a Captain in the United States Marine Corps.

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Matus, age 53, was appointed a director of AB in July 2019.

She has been a director and member of various board committees at EQH and Equitable America since March 2019 and at Equitable Life since September 2015.

Matus has served as director and Chair of the Compensation Committee at Tru Optik Data Corp., a digital media intelligence company, since September 2016.

She also has served as an executive advisor to Thomas H.

Lee Partners L.P., a private equity firm, since October 2017 and, since October 2019, as director and Chair of the Audit Committee at Cerence, Inc., a provider of immersive experiences that seek to increase happiness and knowledge for people traveling in motor vehicles.

Matus has served as director and Chair of the Audit Committee at Nextech Systems, a provider of healthcare technology solutions, since June 2019.

She has been a director and member of various board committees at EQH and Equitable America since March 2019 and at Equitable Financial since September 2015.

Matus joined Buckle, a tech-enabled financial services company, as Chief Financial Officer and Chief Operating Officer in October 2020 and has served as director and Audit Committee Chair of Cerence, Inc., a leading provider of automotive technology, since October 2019.

Formerly, Ms.

Matus had been Chair of the Compensation Committee at Tru Optik Data Corp., a digital media intelligence company, from September 2016 to October 2020, an executive advisor to Thomas H.

Lee Partners L.P., a private equity firm, from October 2017 to October 2020, and a director and the Audit Committee Chair at Nextech Systems, a provider of healthcare technology solutions, from June 2019 to October 2020.

Matus served as Executive Vice President and Chief Financial & Administrative Officer at athenahealth, Inc.

(" Athena ") from July 2014 to May 2016.

("a thena ") from July 2014 to May 2016.

Before joining athena, Ms.

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Previously, she held several leadership roles at United Services Automobile Association and USAA.

Matus brings to the Board her extensive experience in finance, risk management, compliance and audit functions, investor relations, human capital, real estate and IT, gained through her leadership roles at healthcare and insurance companies.

Das Narayandas

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Narayandas also currently serves as the Senior Associate Dean and Chairman of Harvard Business School Publishing, and as the Senior Associate Dean of HBS External Relations.

He previously served as the senior associate dean of HBS Executive Education, and as chair of the HBS Executive Education Advanced Management Program and the Program for Leadership Development, as well as course head of the required first-year marketing course in the MBA program.

He previously served as the senior associate dean of HBS Executive Education, and as chair of the HBS Executive Education Advanced Management Program and the Program for Leadership Development, as

well as course head of the required first-year marketing course in the MBA program.

Narayandas has received the award for teaching excellence from the graduating HBS MBA class on several occasions.

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Pearson also serves as a member of EQH's Management Committee.

In January 2011, he became director of Equitable Life and currently serves as President and Chief Executive Officer.

Additionally, he has been a director of Equitable America since January 2011.

Additionally, Mr.

Pearson serves as CEO of Equitable Financial and Equitable America, and he has been a director of both companies since 2011.

Pearson joined AXA in 1995 when AXA acquired National Mutual Funds Management Limited (presently AXA Asia Pacific Holdings Limited) and was appointed Regional Chief Executive of AXA Asia Life in 2001.

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Pearson brings to the Board the diverse financial services experience he has developed through his service as an executive, including as Chief Executive Officer, with EQH, AXA Japan and other AXA affiliates.

Scott, age 69, was appointed a director of AB in September 2020.

He has been a director and member of various board committees of EQH, Equitable America and Equitable Financial since March 2019.

He had previously served as director of Equitable America and Equitable Financial from May 2012 to May 2018.

Scott currently is the 2019-21 Chairman of the Board of the American Heart Association.

Scott retired in May 2019 as Senior Vice President of Population Health Management of Novant Health, Inc.

after having served since February 2015.

From October 2012 to November 2015, Mr.

Scott served as President and Chief Executive Officer at Affinity Health Plan.

Prior to joining Affinity, he served as President, U.S.

Commercial of CIGNA Corporation from June 2010 to December 2011.

Prior to joining CIGNA, Mr.

Scott was Executive Vice President and Chief Institutional Development & Sales Officer at TIAA-CREF;

he had joined TIAA-CREF in 2000.

Scott is a director and Audit Committee Chair at Becton, Dickinson and Company (NYSE:

BDX), a director and Audit Committee Chair at Lowe's Companies, Inc.

LOW) and a director of Tufts Health Plan.

Scott brings to the Board his audit committee financial expertise and strong strategic and operational experience developed through a variety of executive roles at insurance and financial services companies as well as his service on the boards of other U.S.

public companies.

Stonehill, age 62, was appointed a director of AB in April 2019.

He has been a director and member of various board committees at EQH and Equitable America since March 2019, and at Equitable Life since November 2017.

Stonehill is the Founding Partner of Green & Blue Advisors LLC, having started this advisory firm that provides financial advice to cleantech and other environmentally-minded companies in 2011.

He also has served as director and member of the supervisory board of Deutsche Boerse AG, a capital market company, since 2019, director of Play Magnus AS, a chess app company, since 2016, non-executive director of CommonBond LLC, an originator of student loans, since 2015, governor at Harrow School, a U.K.

boarding school, since 2011, and non-executive vice chairman of Julius Baer Group Ltd., a global private banking company based in Switzerland, since 2009.

He has been a director and member of various board committees at EQH and Equitable America since March 2019, and at Equitable Financial since November 2017.

In January 2021, Mr.

Stonehill joined the board of Constellation Acquisition Corp I, a blank check company that targets disruptive innovation across various segments of the global economy.

In addition, Mr.

Stonehill is the Founding Partner of Green & Blue Advisors LLC, having started this advisory firm that provides financial advice to clean-tech and other environmentally-minded companies in 2011.

He also has served as director and member of the supervisory board of Deutsche Boerse AG, a capital market company, since 2019, director of Play Magnus AS, a chess app company, since 2016, and non-executive vice chairman of Julius Baer Group Ltd., a global private banking company based in Switzerland, since 2009.

Stonehill has over 30 years' experience in energy markets, investment banking and capital markets, including leadership positions at Lazard Freres & Co.

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He also served as Chief Financial Officer at Better Place Inc., an electric vehicle start-up, from 2009 to 2011, where he oversaw global financial strategy and capital raising.

Stonehill brings to the Board his extensive expertise and distinguished track record in the financial services industry.

Stonehill brings to the Board his extensive expertise and distinguished track record in the financial services industry and over 30 years' experience in energy markets, investment banking and capital markets.

Executive Officers (other than Mr.

Burke, Chief Administrative Officer

Burke, age 48, was appointed Chief Administrative Officer in May 2019.

Burke, age 49, was appointed as our firm's Chief Operating Officer in July 2020 after having been appointed Chief Administrative Officer in May 2019.

Previously, she served as Head of Human Capital and Chief Talent Officer from February 2016 to May 2019.

She joined our firm in 2004 as an institutional equity salesperson with Bernstein Research Services and has held various managerial roles since that time.

Burke joined our firm in 2004 as an institutional equity salesperson with Bernstein Research Services and has held various managerial roles since that time.

Prior to joining AB, Ms.

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Kearney, where she focused on strategy, organizational design and change management.

Cranch, General Counsel

Cranch, age 73, has been our General Counsel since he joined our firm in 2004.

Cranch, Chief Legal Officer

Cranch, age 74, has been our Chief Legal Officer (formerly known as General Counsel) since he joined our firm in 2004.

Prior to joining AB, Mr.

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Cranch joined Clifford Chance in 2000 when Rogers & Wells, a New York law firm of which he was Managing Partner, merged with Clifford Chance.

Gingrich, COO

Gingrich, age 61, joined our firm in 1999 as a senior research analyst with Bernstein Research Services and has been our firm’s COO since December 2011.

Prior to becoming Chief Operating Officer, Mr.

Gingrich held senior managerial positions in Bernstein Research Services, including Chairman and Chief Executive Officer from February 2007 to November 2011 and Global Director of Research from December 2002 to January 2007.

Weisenseel, CFO

Ali Dibadj, Head of Finance and Strategy

Dibadj, age 45, was appointed Head of Finance (and later CFO-designate) and Head of Strategy in April 2020.

He co-led the firm's Strategy Committee in 2019, was designated a portfolio manager focusing on improving operations, ESG and capital allocation of companies in 2017, and served as a senior research analyst from 2006 to 2020.

Dibadj's time as a senior research analyst, he was ranked #1 on 12 occasions and was inducted into the Institutional Investor Hall of Fame.

Prior to joining AB, Mr.

Dibadj spent approximately a decade consulting with McKinsey & Company and Mercer on topics including strategy, M&A, efficiency and governance.

He also worked at Skadden Arps, a global law firm.

Weisenseel, CFO (outgoing)

Weisenseel, age 61, joined our firm in May 2012 as Senior Vice President and Chief Financial Officer.

From 2004 to April 2012, he worked at The McGraw Hill Companies (“ McGraw Hill ”), where he served initially as Senior Vice President and Corporate Treasurer and, from 2007 to April 2012, as Chief Financial Officer of the firm’s Standard & Poor’s subsidiary.

He will retire from AB in September 2021 after transitioning his responsibilities for Finance to Mr.

Dibadj and his responsibilities for administrative services to Ms.

Burke in February 2021.

From 2004 to April 2012, Mr.

Weisenseel worked at The McGraw Hill Companies (“ McGraw Hill ”), where he served initially as Senior Vice President and Corporate Treasurer and, from 2007 to April 2012, as Chief Financial Officer of the firm’s Standard & Poor’s subsidiary.

Prior to joining McGraw Hill, Mr.

Weisenseel was Vice President and Corporate Treasurer for Barnes & Noble, Inc.

Prior to joining

Barnes & Noble, he spent ten years in various derivatives trading and financial positions at Citigroup.

Prior to joining Barnes & Noble, he spent ten years in various derivatives trading and financial positions at Citigroup.

A Certified Public Accountant, Mr.

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The following changes in our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2019:

Nella Domenici joined the Board, effective January 1, 2020.

Kristi Matus joined the Board, effective July 1, 2019.

Barbara Fallon-Walsh and Shelley Leibowitz each departed the Board, effective June 30, 2019.

Jeff Hurd, Nick Lane and Charles Stonehill each joined the Board, effective April 1, 2019.

Denis Duverne, Anders Malmstrom and Robert Zoellick each departed the Board, effective April 1, 2019.

Scott joined the Board, effective September 23, 2020.

Executive Officers

On January 13, 2020, we filed Form 8-K indicating that Jim Gingrich will retire from AB, effective December 31, 2020, and Kate Burke will assume the role of Chief Operating Officer, effective July 1, 2020.

Burke was appointed Chief Operating Officer, effective July 1, 2020;

Gingrich retired as Chief Operating Officer, effective June 30, 2020;

Dibadj was appointed Head of Finance (and later CFO-designate) and Head of Strategy in April 2020.

Board Meetings

In 2019 , the Board held regular meetings in February, April, May, September and November.

During 2019, the Board established a calendar consisting of four regular meetings, which are held in February, May, September and November.

In 2020, the Board held regular meetings in February, May, September and November.

In addition, the Board convened a special meeting in March 2020.

The Board has established a calendar consisting of four regular meetings, which are held in February, May, September and November.

In addition, the Board holds special meetings or takes action by unanimous written consent as circumstances warrant.

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With respect to these matters, the Audit Committee provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, the Chief Compliance Officer, the Chief Risk Officer and the Board.

The Audit Committee held six regular meetings in 2019 .

The Audit Committee held eight regular meetings in 2020.

The Compensation and Workplace Practices Committee (" Compensation Committee ") consists of Ms.

Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye and Pearson.

The Compensation Committee held five regular meetings in 2019 .

Audet, de Oliveira, Kaye, Scott and Pearson.

The Compensation Committee held four regular meetings in 2020.

For additional information about the Compensation Committee, see “Compensation Discussion and Analysis—Compensation Committee;

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Matus (Chair) and Messrs.

Audet, de Oliveira and Kaye.

Audet, de Oliveira, Kaye and Scott.

The Governance Committee consists of Ms.

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• reviewing our policies and programs that relate to matters of corporate responsibility of the General Partner and the Partnerships.

The Governance Committee held two meetings in 2019 .

The Governance Committee held one meeting in 2020.

The functions of each of the Board committees discussed above are more fully described in each committee’s charter.

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Audit Committee Financial Expertise

In January 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs.

Audet and Kaye is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

In February 2020, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms.

Domenici and Messrs.

Audet and Stonehill is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

The Board so determined at its regular meeting held in February 2020.

In March 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Stonehill is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

The Board so determined at its regular meeting held in April 2019.

In November 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Domenici is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

The Board so determined at its regular meeting held in November 2019.

Financial Literacy

In January 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

In February 2020, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Domenici, Mr.

Audet and Mr.

Kaye each is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual (“ Financially Literate ”).

Stonehill each is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual (“ Financially Literate ”).

The Board so determined at its regular meeting held in February 2020.

In April 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Stonehill is Financially Literate.

The Board so determined at its regular meeting held in April 2019.

In June 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Matus is Financially Literate.

The Board so determined by unanimous written consent dated as of July 1, 2019.

In November 2019, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Domenici is Financially Literate.

The Board so determined at its regular meeting held in November 2019.

In September 2020, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Scott is Financially Literate.

The Board so determined at its regular meeting held in September 2020.

Independence of Certain Directors

In January 2019, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that each of Messrs.

Audet, de Oliveira, Kaye and Narayandas is independent.

In February 2020, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that each of Mses.

Domenici and Matus and Messrs.

Audet, de Oliveira, Kaye, Narayandas and Stonehill is independent.

The Board determined, at its February 2020 regular meeting, that each of these directors is independent within the meaning of the relevant rules.

In April 2019, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Mr.

Stonehill is independent.

The Board determined, at its April 2019 regular meeting, that Mr.

Stonehill is independent within the meaning of the relevant rules.

In June 2019, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Ms.

Matus is independent.

The Board determined, by unanimous written consent dated as of July 1, 2019, that Ms.

Matus is independent within the meaning of the relevant rules.

In November 2019, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Ms.

Domenici is independent.

The Board determined, at its November 2019 regular meeting, that Ms.

Domenici is independent within the meaning of the relevant rules.

In September 2020, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Mr.

Scott is independent.

The Board determined, at its September 2020 regular meeting, that Mr.

Scott is independent within the meaning of the relevant rules.

Board Leadership Structure and Role in Risk Oversight

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Our Corporate Secretary will promptly forward such e-mail or mail to Mr.

We have posted this information in the “Management - Committees of the Board - Management & Governance” section of our Internet Site.

We have posted this information in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

Risk Oversight

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The Board has delegated to the Audit Committee, which consists entirely of independent directors, the responsibility to consider our company’s policies and practices with respect to investment, credit and counterparty, and operational risk assessment and risk management, including discussing with management the major financial, operational and reputational risk exposures and the steps taken to monitor and control such exposures.

Members of the company's risk management team (including our Chief Information Security Officer), who are responsible for identifying, managing and controlling the array of risks inherent in our company’s business and operations, make quarterly reports to the Audit Committee, which address investment, credit and counterparty, and operational risk identification, assessment and monitoring.

The Chief Risk Officer, whose expertise encompasses both quantitative research and associated investment risks, makes quarterly presentations to the Audit Committee.

He reports directly to our CEO and, since 2013, has had a reporting line to the Audit Committee.

risk identification, assessment and monitoring.

The Chief Risk Officer makes quarterly presentations to the Audit Committee and has reporting lines to the CEO and the Audit Committee.

The Board has determined that its leadership and risk oversight are appropriate for our company.

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No such waiver has been granted to date and, if a waiver is granted in the future, such waiver would be described in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

Our Internet Site, under the heading “Management - Committees of the Board - Contact our Directors,” provides an e-mail address for any interested party, including Unitholders, to communicate with the Board.

We include in the “Corporate Responsibility - Corporate Governance,” section of our Internet site an e-mail address for any interested party, including Unitholders, to communicate with the Board.

Our Corporate Secretary reviews e-mails sent to that address and has some discretion in determining how or whether to respond, and in determining to whom such e-mails should be forwarded.

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AB Holding Unitholders and AB Unitholders may request a copy of any committee charter, the Guidelines, the Code of Business Conduct and Ethics, and the Item 406 Code by contacting our Corporate Secretary.

The charters and memberships of the Executive, Audit, Governance and Compensation Committees may be found in the “Management - Committees of the Board” section of our Internet Site.

The charters and memberships of the Executive, Audit, Governance and Compensation Committees may be found in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

Fiduciary Culture

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Weisenseel Chief Financial Officer (" CFO ")

Gingrich (1) Chief Operating Officer (" COO ")

Burke (1) Chief Administrative Officer

Cranch General Counsel

____________________________

As announced in a Form 8-K we filed on January 13, 2020, Mr.

Gingrich will retire from AB, effective December 31, 2020, and Ms.

Burke will assume the role of COO, effective as of July 1, 2020.

Burke Chief Operating Officer (" COO ")

Ali Dibadj Head of Finance and Strategy

Cranch Chief Legal Officer

Compensation Philosophy and Goals

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Furthermore, our compensation practices are structured to help the firm realize its long-term growth strategy (“ Growth Strategy ”), which includes firm-wide initiatives to:

Deliver differentiated return streams to our clients;

Continue to commercialize and scale our suite of investment services;

Continuously and rigorously focus on expense management.

• Deliver superior investment solutions to our clients;

• Develop high-quality differentiated services;

• Maintain strong incremental margins.

We also are focused on ensuring that our compensation practices are competitive with industry peers and provide sufficient potential for wealth creation for our NEOs and our employees generally, which we believe will enable us to meet the following key compensation goals:

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• incentivize future performance;

recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s culture of "Relentless Ingenuity," which includes the core competencies of relentlessness, ingeniousness, collaboration and accountability;

• recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s primary objective of helping our clients reach their financial goals;

• align our executives’ long-term interests with those of our Unitholders and clients.

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Below are key metrics related to the three pillars of the Growth Strategy:

Deliver differentiated return streams to clients:

Deliver superior investment solutions to our clients:

Investment Performance

The firm’s investment teams continue to focus on consistently delivering differentiated return streams to our clients.

We believe that, over time, the ability to produce idiosyncratic returns that cannot be easily replicated will be central to sustaining our competitive advantage.

In 2019, performance in our Fixed Income suite of products exhibited continued strength, with 86% of assets in outperforming services for the one-year period, 81% for the three-year period and 92% for the five-year period ended December 31, 2019.

In 2020, performance in our Fixed Income suite of products was mixed, as a strong recovery in risk assets followed a dramatic sell-off in March, with 43% of assets in outperforming services for the one-year period ended December 31, 2020, while our long-term performance remains strong given 62% for the three-year period and 79% for the five-year period.

retail fixed income mutual funds with AUM greater than $1 billion that placed in the top quartile of performance for the three-year period ended December 31, 2020 are:

AB Income, AB Intermediate Diversified Muni, AB Municipal Income National, AB High Income Municipal, AB Intermediate California Municipal and AB Municipal Bond Inflation Strategies.

AB Intermediate Diversified Muni, AB High Income Municipal, AB Intermediate New York Municipal, AB Intermediate California Municipal and AB Municipal Bond Inflation Strategies.

fixed income funds with AUM greater than $1 billion that placed in the top quartile over the same three-year period are:

AB American Income, AB European Income and AB Mortgage Income (this performance data reflects percentage of active fixed income and equity assets in institutional services that outperformed their benchmark, gross of fees, and percentage of active fixed income and equity assets in retail advisor and I share class funds ranked in the top half of their Morningstar category;

AB American Income, AB European Income and AB Short Duration High Yield (this performance data reflects percentage of active fixed income and equity assets in institutional services that outperformed their benchmark, gross of fees, and percentage of active fixed income and equity assets in retail advisor and I share class funds ranked in the top half of their Morningstar category;

if no advisor class exists, we used A share class).

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retail equity mutual funds with AUM greater than $1 billion that placed in the top quartile of performance for the three-year period ended December 31, 2020 are:

AB Large Cap Growth, AB Discovery Growth, AB Growth, AB Small Cap Growth, AB Relative Value, AB Sustainable Global Thematic and AB Global Core Equity.

AB Large Cap Growth, AB Discovery Growth, AB Small Cap Growth and AB Sustainable Global Thematic.

equity funds with AUM greater than $1 billion that placed in the top quartile over the same period are:

AB Global Core Equity, AB American Growth and AB SICAV I Low Volatility Equity (information sourced from Morningstar).

AB Global Core Equity, AB International Technology and AB Sustainable Global Thematic (information sourced from Morningstar).

Additionally, at year-end 2020, 68% of U.S.

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Fund assets were rated either 4 or 5-stars by Morningstar.

Continue to commercialize and scale our suite of services:

Growing both the diversity of our offerings to meet the needs of an evolving, complex global client base, and scaling these services remains a key focus of our firm.

In 2019, we generated an active organic growth rate of 6.5%, supported by success in fixed income and equities.

In our Retail channel, we had record gross sales of $75 billion in 2019, up 39% year-over-year, with net flows positive across all regions.

Also, we experienced record Retail net inflows of $24 billion in 2019, resulting in a 13% organic growth rate, driven by our Global Fixed Income service.

Furthermore, our Equity products have generated 11 straight quarters of positive net flows.

In our Institutional channel, the firm generated $2.9 billion of active equity net inflows, or a 9% organic growth rate, and our pipeline of $15.1 billion in AUM grew by 56% year-over-year, with a record annualized fee base greater than $40 million.

In Private Wealth, while our gross sales in 2019 of $11.3 billion decreased year-over-year, we continued to make progress on improving our mix of ultra-high-net-worth accounts, with a 5% annual increase in new relationships with AUM of at least $20 million.

Also, for a fifth consecutive year we experienced organic growth in client relationships with asset allocations that include Alternative offerings.

Scaling our proven investment services remains a key focus of our firm.

In 2020, we generated an active organic growth rate of 1.0%, or 3.0% excluding low-fee AXA redemptions we had been expecting and previously disclosed.

In our Retail channel, record gross sales of $79 billion increased 5% year-over-year, reflecting strong growth in the U.S.

This growth primarily resulted from Active Equities, which experienced gross sales of $36 billion, or 64% greater than the prior year.

Retail redemptions increased from 2019 due to the industry-wide sell-off related to the global onset of COVID-19 during the first quarter.

Our Retail Active Equity products grew organically for a fourth consecutive year, generating $5.5 billion in net inflows, or a 7% organic growth rate.

In our Institutional channel, gross sales were $30.8 billion, increasing 81% compared to 2019 and representing the firm's highest level of institutional gross sales in 12 years.

The firm generated institutional active equity flows of $7.2 billion in 2020, or a 16% organic growth rate.

Our pipeline of $12.2 billion in AUM compared with $15.1 billion a year ago, reflecting strong funding during the fourth quarter of 2020.

Active Equities and Alternatives represented over 80% of the pipeline fee base at year-end.

In Private Wealth, gross sales in 2020 of $14.3 billion increased 26% year-over-year, representing our best production since 2007.

And, we continued to expand our use of innovative product offerings, including a diverse set of Alternatives, ESG-related offerings and tax-sensitive vehicles such as our proprietary SMA Tax Loss Harvesting Portfolio.

Develop high-quality differentiated services:

Growing the diversity of our offerings to meet the needs of an evolving, complex global client base remains a key focus.

In 2020, our Sustainable Investing platform experienced strong growth, with $16.5 billion of AUM at year-end, up 60% year-over-year.

In our Multi-Asset group, we launched six new funds, including Global Macro, Event and Merger Arbitrage, ESG, China and low-volatility focused products.

Additionally, we continued to successfully develop and raise capital for new Alternatives offerings, which we are offering across our buy-side distribution channels.

Launches in 2019 included a fund of funds joint venture with Abbott Capital Management, LLC, our third U.S.

real estate fund and three real estate co-investment funds.

Continuous and rigorous focus on expense management:

Expense management remains a key focus for us.

In 2019 we made substantial progress on a key pillar of this strategy, which we initially announced in 2018:

Launches in 2020 included:

a new European Commercial Real Estate Debt platform, which we are launching with the key support of EQH;

our first Collateralized Loan Obligation fund;

a Term Asset-Backed Securities Loan Facility offering;

and a fund of funds joint venture with Abbott Capital Management, LLC.

We also completed

two acquisitions in 2020:

Asturias, a long/short equity manager focused on the technology, telecom and media sector;

and AnchorPath, a risk-managed solutions provider.

We remain focused on expanding opportunistically, both inside and outside the U.S., to support long-term growth.

We have efforts underway to expand our range of services and capabilities in China, other Asian nations and select European markets.

Lastly, in Bernstein Research, we continue to invest in Hong Kong and India, where investments to date have come to fruition.

Maintain strong incremental margins:

We remain focused on managing costs to help ensure that we generate strong incremental operating margins.

In 2020, we continued to make substantial progress on a key pillar of this strategy, which we initially announced in 2018:

the relocation of our corporate headquarters from New York, NY to Nashville, TN.

We expect that the Nashville office will house approximately 1,250 employees over time.

We remain focused on other key financial metrics as well.

In 2019, total adjusted compensation and benefits increased 0.6% compared to 2018, as higher base compensation and fringes were partially offset by lower incentive compensation and commissions.

Our adjusted operating margin was 27.5% in 2019 compared to 29.1% in 2018.

The decline reflects the impact of non-recurring performance-based fee revenues in 2018, lower Bernstein Research Services revenues and the timing of expenses associated with our Nashville Relocation, which we describe in greater detail above in Item 7 .

We expect to occupy in 2021 our newly constructed Nashville headquarters building, which will house approximately 1,250 employees over time.

We continue to seek efficiencies and manage various operating expenses to help ensure that we drive operating leverage on incremental revenues.

In 2020, total adjusted compensation and benefits was 47.9% of adjusted revenues, flat compared to 2019.

Excluding the impact of higher performance-based fees in 2020, compensation costs as a percentage of revenues declined by 0.6% to 47.3%.

Our adjusted operating margin increased by 260 basis points to 30.1% in 2020 compared to 27.5% in 2019.

The increase resulted from a 5% increase in adjusted revenues, driven by higher base fees, higher performance-based fees and higher Bernstein Research revenues, partially offset by a 1% increase in adjusted operating expenses compared to 2019.

We provide additional information regarding our adjusted compensation ratio below in this Compensation Discussion & Analysi s, and we provide additional information about our adjusted operating margin in Management's Discussion and Analysis of Financial Condition and Results of Operations above in Item 7 .

Overview of 2020 Incentive Compensation Program

In respect of 2019 performance, each of our NEOs (other than Mr.

Gingrich) received a portion of his or her year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards.

When reflecting on 2020 performance and pay, each of our NEOs received a portion of his or her year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards.

The split between the annual cash bonus and long-term incentive compensation varied depending on the NEO's total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives.

(For additional information about these compensatory elements, see “Compensation Elements for NEOs” below .) For Mr.

Bernstein, his 2019 incentive compensation components were based generally on the terms set forth in the CEO Employment Agreement ( as defined below ) and review of his performance during 2019 by the Compensation Committee.

Although estimates are developed for budgeting and strategic planning purposes, our NEOs' incentive compensation is not correlated with meeting any specific targets.

Instead, the aggregate amount of incentive compensation paid to our NEOs, other than Mr.

Gingrich for 2019, generally is determined on a discretionary basis and primarily is a function of our firm’s current year financial performance and progress in advancing our Growth Strategy.

Additionally, incentive compensation reflects an executive's achievements throughout the year, as described below .

Bernstein, his 2020 incentive compensation award was based generally on the terms set forth in the CEO Employment Agreement ( as defined below ) and review of his performance during 2020 by the Compensation Committee.

As part of the Committee's evaluation of Mr.

Bernstein's performance, the Committee reviewed AB's financial results and a performance scorecard (the "Scorecard"), which reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

• financial goals, including peer results, adjusted operating margin, adjusted revenue growth and operating efficiency targets ( see our discussion of “Management Operating Metrics” in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results);

• strategic focus areas, including investment performance, client retention and demonstrable progress of strategic priorities;

• organizational leadership, including employee engagement and leadership transitions.

In 2021 and future years, we expect to utilize a similar Scorecard in assessing the performance of each of the firm's executives.

The recent adoption of this tool has initiated a broad and diverse approach to reward and recognition processes at the firm, beginning with Mr.

Bernstein in 2020.

The Scorecard serves to shift our executives' priorities from a primarily revenue-based model to a broad leadership mindset.

Priorities, including progress compared to ESG measures in the Scorecard, and the needs of clients are paralleled with the expectation of creating long-term value for all of our stakeholders and becoming a guiding example for employees while complementing revenue expectations.

We do not utilize quantitative formulas or targets when determining the incentive compensation of our NEOs.

Instead, we rely on our assessment of each executive's performance relative to business, operational and cultural goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm.

The amount of incentive compensation paid to our NEOs continues to be determined on a discretionary basis by the Compensation Committee.

Additionally, incentive compensation reflects an executive's achievements throughout the year.

Amounts are awarded to help us achieve our goal of attracting, motivating and retaining top talent while also helping to ensure that our NEOs' goals are appropriately aligned with the goal of increasing our Unitholders’ return on their investment.

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As the table below indicates , in 2020, adjusted employee compensation and benefits expense amounted to approximately 47.9% of our adjusted net revenues (in thousands):

Net Revenues $ 3,708,536

Adjustments ( see above )

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Adjusted Compensation Ratio 47.9 %

Our 2019 adjusted compensation ratio of approximately 47.9 % reflects the need to keep compensation levels competitive with industry peers in order to attract, motivate and retain highly-qualified talent.

Our 2020 adjusted compensation ratio of approximately 47.9% reflects a balancing of the need to keep compensation levels competitive with industry peers in order to attract, motivate and retain highly-qualified talent with the need to maintain strong operating leverage in our business.

The Compensation Committee works with management to help ensure both needs are sufficiently addressed.

Compensation Committee;

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Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye and Pearson.

The Compensation Committee held five regular meetings in 2019 .

Audet, de Oliveira, Kaye, Pearson and Scott.

The Compensation Committee held four regular meetings in 2020.

As discussed in “NYSE Governance Matters” in Item 10 , AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors.

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Matus and Messrs.

Audet, de Oliveira and Kaye).

Audet, de Oliveira, Kaye and Scott).

This “Section 16 Sub-Committee” approves awards of restricted AB Holding Units to NEOs.

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Burke provides the Committee with compensation benchmarking data from one or more compensation consultants.

For 2019, we paid $13,910 to McLagan Partners (“ McLagan ”) for executive compensation benchmarking data and an additional $315,142 for survey and consulting services relating to the amount and form of compensation paid to employees other than executives.

The Compensation Committee provided its final approval of year-end compensation recommendations during its regularly-scheduled meeting held on December 10, 2019.

Additionally, management periodically reviewed with the Compensation Committee the firm’s expected adjusted financial and operating results, the firm’s actual results and management’s year-end compensation expectations, as they evolved throughout the year.

Management accomplished these reviews during regular meetings of the Compensation Committee held in January, February, September and November 2019.

For 2020, we paid $48,150 to McLagan Partners (“ McLagan ”) for executive compensation benchmarking data and trend forecasting.

Management periodically reviews with the Compensation Committee the firm’s expected adjusted financial and operating results, the firm’s actual results and management’s year-end compensation expectations, as they evolve throughout the year.

Management accomplished these reviews during regular meetings of the Compensation Committee held in February, May, September and November 2020.

The Compensation Committee then approved the firm's final year-end compensation recommendations during December 2020.

The Compensation Committee did not retain its own consultants in 2020.

Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available on-line in the “Corporate Responsibility - Corporate Governance” section of our Internet Site .

Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available online in the “Corporate Responsibility - Corporate Governance” section of our Internet Site .

Benchmarking Data

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The 2020 Benchmarking Data summarized 2019 compensation levels and 2020 salaries at selected asset management companies comparable to ours in terms of size and business mix (“ Comparable Companies ”), to assist us in determining the appropriate level of compensation for our NEOs.

The 2019 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions like those held by each of our NEOs, including base salary and total compensation.

The 2020 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions like those held by our NEOs, including base salary and total compensation.

The Comparable Companies, which management selected with input from McLagan, included:

Eaton Vance Corp.

Franklin Templeton Investments

Goldman Sachs Asset Management

JP Morgan Asset Management

Legg Mason, Inc.

MFS Investment Management

Morgan Stanley Investment Management

Neuberger Berman LLC

Nuveen Investments / TIAA

Oppenheimer Funds

Prudential Investments

Franklin Templeton Investments Goldman Sachs Asset Management

JP Morgan Asset Management Legg Mason, Inc.

MFS Investment Management Morgan Stanley Investment Management Neuberger Berman LLC

Nuveen Investments / TIAA PIMCO LLC Prudential Investments

Rowe Price, Inc.

The Vanguard Group, Inc.

The 2019 Benchmarking Data indicated that the total compensation paid to each of our NEOs in 2019 fell within the ranges of total compensation paid to executives at the Comparable Companies.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2019 to our NEOs (other than Mr.

Gingrich) were appropriate and reasonable.

The 2020 Benchmarking Data indicated that the total compensation paid to each of our NEOs in 2020 fell within or below the ranges of total compensation paid to executives at the Comparable Companies.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2020 to our NEOs were appropriate and reasonable.

Other Factors Considered When Determining NEO Compensation

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Bernstein and Ms.

Burke then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors listed above and each NEO's individual achievements, as listed below .

Burke then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors listed above, each NEO's individual achievements, as listed below and, for Mr.

Bernstein, a summary of his performance compared with metrics included in the Scorecard.

They also provided the Compensation Committee with the 2020 Benchmarking Data, which was not used in a formulaic or mechanical way to determine NEO compensation levels, but rather, as noted above , provided the Compensation Committee with a reference point for the compensation levels paid to executives at the Comparable Companies.

The Compensation Committee then made the final incentive compensation decisions for each NEO (other than Mr.

Gingrich, whose cash payment of $1,100,000 in December 2019 was stipulated in his retirement agreement, as discussed below in “Mr.

Gingrich’s Compensation” ).

The Compensation Committee then made the final incentive compensation decisions for each NEO.

We have described below each NEO’s individual achievements in 2020 given each officer’s role and the firm's business and operational goals:

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Individual Achievements

Led the firm’s efforts in achieving an approximate 5% year-over-year increase in net base fee adjusted revenues, firm-wide client net inflows of $25.2 billion, resulting in an active organic growth rate of 6.5%, and an adjusted operating margin of 27.5% (including Nashville Relocation costs).

Led the firm’s efforts in achieving competitive investment performance, with fixed income services, as a percentage of assets outperforming applicable benchmarks for the one-, three- and five-year periods ended December 31, 2019, of 86%, 81% and 92%, respectively;

with regard to equities services, 43%, 62% and 84%, respectively.

Directed a firm-wide strategic review and ongoing execution of the firm’s Growth Strategy.

Improved engagement metrics in AB’s employee survey and supported the firm’s diversity and inclusion initiatives through the introduction of a career catalyst program.

Conducted meetings globally with current and prospective clients to enhance AB’s relationships and appreciation of evolving client priorities.

Established a management operating committee to drive transparency and collaboration across business units.

Helped lead the firm’s significant progress in its first full year of operations in Nashville.

Leadership, responsibility and performance as COO, including working in partnership with Ms.

Burke in accordance with Mr.

Gingrich’s retirement agreement.

• Led the firm’s efforts in achieving an approximate 5% year-over-year increase in adjusted net revenues, firm-wide client net inflows of $9.2 billion, excluding AXA's redemption of low-fee fixed income mandates, resulting in an active organic growth rate of 3.0%;

higher revenues and lower non-compensation related expenses, in part due to COVID-19 pandemic-related travel restrictions, led to an increase in adjusted operating margin of 260 basis points to 30.1%.

• Successfully managed the firm through an unprecedented year via the strength of our leadership team and technology platform, which enabled us to transition to working remotely seamlessly, allowing us to support our people and clients.

• Led the continued focus on investment results;

while challenged in the short term, longer term investment performance remains competitive.

As of December 31, 2020, fixed income services, as a percentage of assets outperforming applicable benchmarks for the one-, three- and five-year periods, achieved 43%, 62% and 79%, respectively, while equities services achieved 41%, 61% and 53%, respectively.

• Drove meaningful progress on key strategic growth initiatives, including build-out of our operation in China and our responsible investment platform, enhancing collaboration with EQH and establishing a comprehensive inorganic growth strategy:

AB added four new businesses in 2020.

• Improved engagement metrics in AB’s employee survey and supported the firm’s diversity and inclusion initiatives, including adding diverse perspectives to the firm's Operating Committee and adding two diverse Board members.

• Conducted meetings globally with current and prospective clients to deepen AB’s relationships and appreciation of evolving client priorities.

• Made significant progress in transition of the firm's senior leadership team.

• Advanced our firm's headquarters transition to Nashville, with the relocation and hiring of new staff and the continued construction of our new, state-of-the-art corporate headquarters.

• Leadership, responsibility and performance as COO.

Individual Achievements

Successfully led first year of operations in Nashville.

Contributed to the firm’s strong year of client inflows and successful acquisition of Autonomous Research LLP.

Contributed to the firm’s strategic initiatives by helping to establish an SBU dedicated to private alternatives.

Successfully transitioned many responsibilities to Ms.

Leadership, responsibility and performance as Chief Administrative Officer.

• Led AB's response to the COVID-19 pandemic by establishing and quickly mobilizing the firm's Pandemic Response Team, which consists of Technology, Operations, Administrative Services, Human Capital, Risk Management, Security and Corporate Communications, to execute a coordinated global response that enabled the firm to seamlessly provide exceptional client service and investment advice, meet fiduciary obligations and prioritize the health and safety of AB's 3,929 employees as the firm adjusted to working remotely.

• Advanced AB's headquarters transition to Nashville, resulting in 789 employees on the ground as of December 31, 2020;

despite the challenges presented by remote working, the firm continued to hire, onboard and train 166 new employees in Nashville in 2020, maintaining the firm's pace to achieve 1,250 employees by 2024.

Also, created various engagement strategies to advance AB's culture, community and philanthropic activities in Nashville.

• Led firm-wide cost savings initiatives to drive greater efficiency and automation, managed compensation and headcount, and captured additional savings to improve AB's adjusted operating margin by 260 basis points to 30.1%.

• Reviewed existing and new business initiatives and aligned resources to invest in organic and inorganic growth opportunities, including the build-out of our operation in China, our responsible investment platform, our private wealth capabilities, and our public and private alternatives platforms.

• Championed our firm's diversity and inclusion efforts through a period of civil unrest around racial inequity, supported AB's employees and provided opportunities to share and learn together while also delivering concrete actions resulting in increased diverse representation on the Board and the firm's Operating Committee, and added resources to support the development and retention of AB's diverse talent.

• Supported Mr.

Bernstein in the succession planning of critical leadership roles, including the planned retirement of Mr.

Weisenseel and the Head of AB's Client Group, and the successful selection and transition of new leaders onto the firm's executive team.

• Completed transition to the role of COO in July 2020 and worked closely with Mr.

Weisenseel throughout 2020 to transition administrative services to the office of the COO by February 2021.

• Advanced AB's operating model to increase transparency and accountability around key business and financial metrics, enhanced collaboration within the firm's Operating Committee to support enterprise initiatives around expanding product, distribution and infrastructure capabilities, and supported AB's talent and cultural initiatives.

• Leadership, responsibility and performance as Head of Finance and Strategy, including ensuring a seamless transition to the role of CFO and Head of Strategy.

Individual Achievements

Embraced new role as Chief Administrative Officer, increased familiarity with SBUs newly under her supervision and successfully transitioned former responsibilities as Head of Human Capital and Chief Talent Officer.

Established strategic quarterly business reviews to manage investment, talent and cost-savings programs.

Aligned resources to support key strategic initiatives and advance the firm’s Growth Strategy.

Coordinated activities of the firm’s newly-formed management operating committee to drive transparency and collaboration across business units.

Supported successful completion of the initial phases of Nashville Relocation for corporate functions.

Leadership, responsibility and performance as General Counsel.

• Supported the Board, Mr.

Bernstein, other NEOs and various Heads of Strategic Business Units to define, articulate and execute our Growth Strategy, including:

◦ developing new alternatives, responsible investing, equities, multi-asset and fixed income products;

◦ evolving our firm's approach to servicing new and existing clients in private wealth, retail and institutional globally;

◦ hiring and retaining colleagues to support a continuously-improving organization.

• Collaborated with colleagues to help translate those strategies and initiatives into delivery of strong 2020 financial results.

• Partnered closely with Mr.

Weisenseel to ensure a smooth transition of the CFO role, including building relationships within our firm's Finance organization and AB employees more broadly.

• Began building AB's Strategy & Corporate Development team, including making key hires and establishing processes.

• Led inorganic growth efforts at AB, which added four new businesses in 2020 and several other important capabilities.

• Conducted competitive and industry analysis to help guide business decisions.

• Led furthering of intra-firm transparency, teamwork and efficiency by improving information management system tools, metrics and processes.

• Established relationships with key external partners, such as clients, consultants, our communities, investors, analysts and the media, among others.

• Deepened AB's partnership with EQH, leading to new business opportunities and a closer operating relationship.

• Leadership, responsibility and performance as Chief Legal Officer.

Individual Achievements

Successfully implemented compliance solutions in response to each new compliance requirement that became effective in 2019.

Received uniformly positive feedback from AB business leaders relating to the quality of service of the Legal and Compliance Department.

No regulatory examination resulted in a significant adverse finding or enforcement proceeding.

Ensured the firm remained free of significant litigation, reflecting our pragmatic and aggressive program to avoid situations that are likely to produce disputes and, where disputes do arise, resolve them on favorable terms.

Successfully completed the initial phases of Nashville Relocation, continued work on the selection and retention process for employees relocating, and focused on recruitment of qualified individuals to fill open staff positions in Nashville.

Overall, with respect to ongoing and routine legal matters, successfully maintained outside counsel expenses within the aggressive budget adopted at the start of 2019.

Leadership, responsibility and performance as CFO.

• Successfully implemented compliance solutions in response to new compliance requirements that became effective in 2020.

• Received favorable feedback from AB business leaders relating to the quality of service of the Legal and Compliance department.

• Ensured no regulatory examination resulted in a material adverse finding or enforcement proceeding.

• Ensured the firm remained free of material litigation, reflecting our pragmatic and aggressive program to avoid situations that are likely to produce disputes and, where disputes do arise, resolve them on favorable terms.

• Successfully completed the relocation of most of the New York-based Legal and Compliance department to Nashville, including the selection and retention of employees relocating, and the recruitment of qualified individuals to fill open positions in the location.

• Successfully controlled outside counsel expenses, with respect to ongoing and routine legal matters.

• Leadership, responsibility and performance as CFO, including seamless transition of his responsibilities to Ms.

Burke and Mr.

Individual Achievements

Limited the firm’s year-over-year combined increase in promotion & servicing and general administrative expenses to approximately 2%, excluding headquarters relocation and non-recurring expenses.

Implemented a five-year, $900,000,000 funding facility with EQH, providing AB with an additional, resilient funding source at a marginally lower funding cost than commercial paper.

Successfully completed the initial phases of Nashville Relocation, achieving expense savings and improved diversity.

Provided accounting, tax and structuring guidance on several business development opportunities, including the acquisition of Autonomous Research and the launch of AB’s collateral loan obligation business.

Maintained active discussions with AB’s investor community and credit rating agencies while also participating in asset management industry investor conferences.

Named finalist for Nashville CFO of the Year award.

• Successfully managed the firm's liquidity profile, which enabled the firm to navigate the extreme market volatility experienced during 2020.

• Oversaw the achievement of our 30% adjusted operating margin target (actual of 30.1%) by limiting expense growth to maximize operating leverage of the business.

• Successfully completed the relocation of the Finance department to Nashville, achieving expense savings in excess of target and improved diversity.

• Provided accounting, tax and structuring guidance on several business development opportunities, including the launch of AB's collateralized loan obligation and European debt real estate businesses.

• Maintained active discussions with AB’s investor community and credit rating agencies.

• Successfully transitioned finance responsibilities to Mr.

Dibadj and administrative services responsibilities to Ms.

The compensation of each of these NEOs reflected the Compensation Committee’s judgment (and Mr.

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We believe that annual cash bonuses, which generally reflect individual performance and the firm’s current year financial performance, provide a short-term retention mechanism for our NEOs because such bonuses typically are paid during the last week of the year.

Annual cash bonuses in respect of 2019 performance for each NEO were determined and paid in December 2019 (other than for Mr.

Gingrich, whose cash payment of $1,100,000 in December 2019 was established in his retirement agreement).

These bonuses, and the 2019 long-term incentive compensation awards described immediately below , were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the NEO’s business unit or function compared to business and operational goals established at the beginning of the year (and, with respect to Ms.

Burke, goals established when, during the second quarter of 2019, she assumed the role of Chief Administrative Officer), and the firm’s current-year financial performance.

Annual cash bonuses in respect of 2020 performance for each NEO were determined and paid in December 2020.

These bonuses, and the 2020 long-term incentive compensation awards described immediately below , were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the NEO’s business unit or function compared to business and operational goals established at the beginning of the year and the firm’s current-year financial performance.

For more information regarding the factors considered when determining cash bonuses for NEOs, see “Other Factors Considered When Determining NEO Compensation” above .

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Burke and Messrs.

Bernstein, Cranch and Weisenseel pursuant to the AB 2019 Incentive Compensation Award Program (" ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (“ 2017 Plan ”).

Gingrich did not receive a year-end award in December 2019.

For additional information regarding Mr.

Gingrich's compensation, please see "Mr.

Gingrich's Compensation" below .

Bernstein, Cranch, Dibadj and Weisenseel pursuant to the AB 2020 Incentive Compensation Award Program (" ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (“ 2017 Plan ”).

Prior to the date on which an award vests, the AB Holding Units underlying an award are restricted and are not permitted to be transferred.

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Commencing in 2018, the award agreement also provides for continued vesting in the event of an award recipient's retirement, subject to applicable restrictive covenants.

To be eligible for retirement, an award recipient must provide notice of retirement, enter into a retirement agreement

and satisfy a "Rule of 70," whereby the sum of the recipient's age and years of service must equal at least 70.

The award agreement provided to each recipient of restricted AB Holding Units as part of year-end incentive compensation in 2018 amended the recipient's prior awards granted under ICAP to provide for this vesting treatment in the event of retirement.

To be eligible for retirement, an award recipient must provide notice of retirement, enter into a retirement agreement and satisfy a "Rule of 70," whereby the sum of the recipient's age and years of service must equal at least 70.

The award agreement provided to each recipient of restricted AB Holding Units as part of year-end incentive compensation

in 2018 amended the recipient's prior awards granted under ICAP to provide for this vesting treatment in the event of retirement.

The award agreement permits AB to claw-back the unvested portion of an award if the recipient fails to adhere to our risk management policies.

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As used in this Item 11, “vest” refers to the time at which the awards are no longer subject to forfeiture for breach of these restrictions or risk management policies, which we discuss further below in “Consideration of Risk Matters in Determining Compensation.”

Gingrich's Compensation

Gingrich received a cash payment of $1,100,000 in December 2019 and is entitled to a cash payment of $2,850,000 in December 2020 in accordance with the retirement agreement he signed in May 2019.

This agreement contemplated that Mr.

Gingrich would retire from AB no earlier than December 31, 2020 and no later than December 31, 2022.

Under the agreement, until Mr.

Gingrich's retirement date and for a period of 26 weeks thereafter, Mr.

Gingrich is entitled to a base salary of $400,000 and group medical coverage.

It has been determined that Mr.

Gingrich will retire from AB as of December 31, 2020.

In April 2018, Mr.

Gingrich was granted a special restricted AB Holding Unit award with a grant date fair value of $14,000,000 in recognition of Mr.

Gingrich’s efforts to manage AB’s operations in a cost-effective manner, including his leadership role in relocating our firm’s headquarters to Nashville.

The award agreement indicates that Mr.

Gingrich's special award vests in four equal installments on December 1 of each of 2019, 2020, 2021 and 2022 based on Mr.

Gingrich's continued service to AB and his moving to, and establishing his principal residence in Nashville, TN (subject to certain exceptions set forth in his award agreement), but no AB Holding Units are delivered until after December 1, 2022.

As noted above, Mr.

Gingrich will retire from AB effective as of December 31, 2020.

As a result, Mr.

Gingrich will receive the portion of the restricted AB Holding Unit award that vested on December 1, 2019 and the portion scheduled to vest on December 1, 2020, subject to applicable withholdings, as promptly as possible after December 1, 2020.

Gingrich will forfeit the portions of the special restricted AB Holding Unit award that had been scheduled to vest on each of December 1, 2021 and 2022.

In February 2017, Mr.

Gingrich was granted a special restricted AB Holding Unit award with a grant date fair value of approximately $21,000,000, in lieu of cash bonus and year-end long-term incentive compensation awards for 2017, 2018 and 2019 for which Mr.

Gingrich otherwise would have been eligible under our ICAP;

provided, Mr.

Gingrich was eligible to receive at the end of each such year an additional cash bonus, but only to the extent approved by the Compensation Committee.

The Compensation Committee did not award a special cash bonus to Mr.

Gingrich in 2019.

The AB Holding Units subject to Mr.

Gingrich’s 2017 award were delivered to Mr.

Gingrich, after deducting applicable withholdings, in December 2019.

Relocation-related Performance Awards

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Bernstein, assesses achievement of the criteria both within the executive's business unit and with respect to our firm overall.

In December 2019, Mr.

In December 2019 and 2020, Mr.

Bernstein, on behalf of the Compensation Committee, advised each executive that his or her performance generally was progressing well with respect to each of the above-referenced criteria.

A similar process is expected to be followed in December 2020 and 2021.

A similar process is expected to be followed in December 2021.

CFO Retirement Agreement

As announced in a Form 8-K we filed on August 26, 2020, Mr.

Weisenseel will retire from AB, effective September 30, 2021 (the " Retirement Date ").

He is transitioning his Finance responsibilities to Mr.

Dibadj, who will assume the role of CFO, and his Administrative Services responsibilities to Ms.

Burke, effective on or about February 12, 2021 (the first business day after we file this 10-K).

Weisenseel will serve in a senior advisory role from February 12, 2021 until his Retirement Date.

The compensatory benefits under the retirement agreement to which Mr.

Weisenseel is entitled include:

• a lump sum cash payment of $250,000 (less applicable tax withholding and other payroll deductions) to be made in the first pay period immediately after the Retirement Date;

• the vesting on the Retirement Date and, per Mr.

Weisenseel's election, delivery on March 31, 2027 of 113,266 AB Holding Units, which represents a pro rata vesting through the Retirement Date of the restricted AB Holding Units described immediately above in "Relocation-related Performance Awards;" and

• until the Retirement Date and continuing for a period of 26 weeks thereafter, his base salary shall continue to be paid, through regular payroll on regular payroll dates, at the rate of $375,000 (less applicable tax withholding and other payroll deductions.

Defined Contribution Plan

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The Compensation Committee determines the amount of company contributions (both the level of annual matching by the firm of an employee’s pre-tax salary deferral contributions and the annual company profit sharing contribution, if any).

With respect to 2019, the Compensation Committee determined, during its regularly-scheduled meeting held on December 10, 2019, that employee deferral contributions would be matched on a dollar-for-dollar basis up to 5% of eligible compensation and that there would be no profit sharing contribution.

With respect to 2020, the Compensation Committee determined in December 2020 that employee deferral contributions would be matched on a dollar-for-dollar basis up to 5% of eligible compensation and that there would be no profit sharing contribution.

Other Benefits

Change in Control Plan

In December 2020, the Compensation Committee approved the AllianceBernstein Change in Control Plan for Executive Officers (the " CIC Plan ").

The purpose of the CiC Plan is to provide certain benefits for each individual designated by our CEO as an executive officer (an " Executive Officer ") in the event of a change in control (" CIC ") of AB.

The CIC Plan contains a change in control provision substantially similar to the change in control provision included in Mr.

Bernstein's employment agreement ( as described below in "Overview of Mr.

Bernstein's Employment Agreemen t").

The provisions under the CIC Plan also are described in a compensatory table below entitled, “ Potential Payments upon Termination or Change in Control.”

The CIC Plan provides that, in the event of a CIC, unless prior to the CIC, any unvested restricted unit awards (including ICAP awards) then held by an Executive Officer are honored or assumed, or new rights are substituted therefore, so that the Executive Officer's rights and entitlements after the CIC are substantially equivalent to or better than the Executives Officer's rights and entitlements under the award, each award will, prior to the CIC, immediately and fully vest and no longer be subject to forfeiture.

In addition, (i) if the Executive Officer's employment is terminated by AB, other than for cause, (ii) the Executive Officer resigns with good reason (as defined in the CIC Plan), or (iii) the Executive Officer dies or becomes disabled, within 12 months following a CIC, the Executive Officer will be entitled to receive the sum of (a) the Executives Officer's annual base salary at the time of his or her termination, and (b) the Executive Officer's most recent annual cash incentive compensation award, multiplied by two.

The CIC Plan defines CIC to include any transaction as a result of which EQH ceases to control AB, or a successor entity that conducts the business of AB.

However, there would not be a CIC unless, as a result of the transaction, an entity other than EQH controls AB (or a successor to its business).

Life Insurance

Our firm pays the premiums associated with life insurance policies purchased on behalf of our NEOs.

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Pursuant to the CEO Employment Agreement, Mr.

Bernstein is serving as our President and CEO for an initial term that commenced on May 1, 2017 and ends on May 1, 2020, provided that the initial term will automatically extend for one additional year on May 1, 2020 and each anniversary thereafter, unless the CEO Employment Agreement is terminated in accordance with its terms (“ Employment Term ”).

Bernstein served as our President and CEO for an initial term that commenced on May 1, 2017 and ended on May 1, 2020.

The initial term automatically was extended for one additional year on May 1, 2020 and will automatically extend each May thereafter, beginning May 1, 2021, unless the CEO Employment Agreement is terminated in accordance with its terms (“ Employment Term ”).

The terms of the CEO Employment Agreement were the result of arm’s length negotiations between Mr.

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In determining Mr.

Bernstein's cash bonus, the Compensation Committee considered the progress AB made in advancing its Growth Strategy and Mr.

Bernstein's cash bonus, the Compensation Committee considered the progress AB made in advancing its Growth Strategy, Mr.

Bernstein's performance in light of the target metrics included in the Scorecard and Mr.

Bernstein's individual achievements during 2020, as described above .

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The Compensation Committee approved an equity award to Mr.

Bernstein with a grant date fair value equal to $4,000,000 during its regular meeting held on December 10, 2019.

Bernstein with a grant date fair value equal to $3,835,000 during December 2020.

The Compensation Committee determined Mr.

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• permitted AB to recruit and retain a highly-qualified CEO;

• aligned Mr.

Bernstein’s long-term interests with those of AB’s Unitholders and clients;

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We did not make any assumptions or estimates with respect to total compensation, but we did adjust compensation paid to our non-U.S.

employees during our 2019 fiscal year based on the average monthly exchange rates for the 12-month period ending September 30, 2019 between the local currencies in which such employees are paid and U.S dollars.

employees during our 2020 fiscal year based on the average monthly exchange rates for the 12-month period ending September 30, 2020 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S dollars.

We define “total compensation” as the aggregate of base salary (plus overtime, as applicable), commissions (as applicable), cash bonus and the grant date fair value of long-term incentive compensation awards.

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As illustrated in the table below, our 2020 CEO Pay Ratio is 61:1:

Seth Bernstein

Median Employee

Seth Bernstein Median Employee

Base salary ($) 500,000 127,750

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All other compensation ($) (2)

Total ($) 9,402,563 153,513

2020 CEO Pay Ratio 61:1

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Bernstein’s other compensation, please refer to the Summary Compensation Table for 2020 below .

The median employee's other compensation consists of a $5,513 profit sharing plan contribution.

Other Compensation-Related Matters

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The members of the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, recommended to the Board its inclusion in this Form 10-K.

Matus (Chair)

Ramon de Oliveira

Kristi Matus (Chair) Paul Audet

Ramon de Oliveira Daniel Kaye

Mark Pearson Bertram Scott

Summary Compensation Table for 2020

Total compensation of our NEOs for 2020, 2019 and 2018, as applicable, is as follows:

Principal Position

Stock Awards (1)(2)

Principal Position Year Salary($) Bonus($) Stock Awards (1)(2)

Option Awards (2)(3) ($)

Compensation ($)

Compensation ($) Total($)

Bernstein (4)(5)

2020 500,000 4,015,000 4,585,051 250,003 52,509 9,402,563

President and CEO 2019 500,000 3,850,000 4,750,026 250,004 94,859 9,444,889

2018 500,000 3,500,000 4,740,000 — 71,623 8,811,623

2020 300,000 1,665,000 1,285,000 — 19,517 19517 3,269,517

Chief Operating Officer 2019 300,000 1,415,000 1,035,000 — 60,716 2,810,716

Chief Administrative Officer

2018 300,000 785,000 4,440,009 — 14,200 5,539,209

Ali Dibadj (7)

2020 400,000 945,000 665,000 — 14,880 2,024,880

Head of Finance and Strategy

2020 400,000 940,000 660,000 — 17,958 2,017,958

General Counsel 2019 400,000 940,000 660,000 — 17,708 2,017,708

2018 400,000 940,000 4,660,009 — 92,276 6,092,285

Weisenseel (6)

2020 375,000 1,147,500 842,500 — 16,824 2,381,824

CFO 2019 375,000 1,147,500 842,500 — 15,677 2,380,677

2018 375,000 1,147,500 4,842,509 — 68,433 6,433,442

________________________________________________________________________________________________________________________

(1) The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718.

For the assumptions made in determining these values, see Note 19 to AB’s consolidated financial statements in Item 8.

For the assumptions made in determining the AB Holding Unit award values, see Note 19 to AB’s consolidated financial statements in Item 8.

(2) See “Grants of Plan-based Awards in 2020” below for information regarding the 2020 option award granted by EQH to Mr.

The figure in the "Option Awards" column provides the grant date fair value of Mr.

Bernstein's award (which was issued by EQH) calculated in accordance with FASB ASC Topic 718.

(3) The figures in the "Option Awards" column provides the grant date fair values of Mr.

Bernstein's awards (which were issued by EQH) calculated in accordance with FASB ASC Topic 718.

The fair value of EQH stock options is calculated by EQH using the Black-Scholes option pricing model.

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Bernstein received from EQH in February 2020.

The "Stock Awards" column for 2019 includes the grant date fair value of the restricted stock unit award (grant date fair value of $250,010) and the performance share award (grant date fair value of $500,016) Mr.

Bernstein received from EQH in February 2019.

The "Stock Awards" column for 2018 includes the grant date fair value of the transaction incentive award Mr.

Bernstein received from EQH in May 2018, which had a grant date fair value of $740,000.

See "Long-Term Incentive Compensation Awards - Mr.

Gingrich's Compensation" above for a description of Mr.

Gingrich's compensatory elements .

See "Relocation-related Performance Awards" above for a description of the restricted AB Holding Unit awards granted to Ms.

(6) See "Relocation-related Performance Awards" above for a description of the restricted AB Holding Units awards granted to Ms.

Cranch and Mr.

Weisenseel in April 2018.

(7) We have not provided 2019 or 2018 compensation for Mr.

Dibadj as he was not a named executive officer in those years.

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites.

For 2020, this column includes the following:

Personal Use of Car and Driver

Contributions to Profit Sharing Plan ($)

Life Insurance Premiums

Name Personal Use of Car and Driver

($) Contributions to Profit Sharing Plan ($) Life Insurance Premiums

($) Relocation and/or Financial Planning Assistance (2)

Bernstein 11,007 (1) 14,250 2,322 24,930 —

Burke — 14,250 450 4,817 —

Ali Dibadj — 14,250 630 — —

Cranch — 14,250 3,708 — —

Weisenseel — 14,250 2,574 — —

________________________________________________________________________________________________________________________

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We made available to Mr.

Bernstein in 2019 a car and driver for security and business purposes.

Bernstein in the first half of 2020 a car and driver for security and business purposes.

Car and driver services were contracted through a third party.

The cost of providing a car is determined annually and includes, as applicable, driver compensation, annual car lease, insurance cost and various miscellaneous expenses such as fuel and car maintenance.

(2) The amount set forth in the table for Mr.

Bernstein relates to financial/tax planning services, while the amount set forth in the table for Ms.

Burke relates to our headquarters relocation to Nashville, TN.

Grants of Plan-based Awards in 2020

Grants of awards under the 2017 Plan, our equity compensation plan, during 2020 made to our NEO are as follows (we also discuss awards issued by EQH to Mr.

All Other Stock Awards:

Name Grant Date All Other Stock Awards:

Number of Shares of Stock

Grant Date Fair Value

or Units (#) Grant Date Fair Value

of Stock Awards (1) ($)

Bernstein (2)(3)

12/11/2020 119,471 3,835,000

2/26/2020 10,786 250,019

2/26/2020 10,452 250,012

2/26/2020 10,786 250,019

12/11/2020 40,032 1,285,000

Ali Dibadj (2)

12/11/2020 20,717 665,000

12/11/2020 20,561 660,000

Weisenseel (2)

12/11/2020 26,247 842,500

________________________________________________________________________________________________________________________

(1) This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718.

For the assumptions made in determining these values, see Note 19 to AB's consolidated financial statements in Item 8 .

For the assumptions made in determining the AB Holding Unit values, see Note 19 to AB's consolidated financial statements in Item 8 .

(2) As discussed above in “Overview of 2020 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in 2020 to our NEOs were denominated in restricted AB Holding Units.

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Bernstein (i) a restricted stock award with a grant date fair value of $250,019 and (ii) a performance share award with a grant date fair value of $500,031, approximately half of which can be earned subject to EQH's performance against specified non-GAAP financial targets and half of which can be earned subject to EQH's total shareholder return relative to its peer group.

In 2019 , the number of restricted AB Holding Units comprising long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 10, 2019 , the date on which the Compensation Committee approved the awards.

In 2020, the number of restricted AB Holding Units comprising long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 11, 2020, the date as of which the Compensation Committee approved the awards.

At the time of these awards, the Compensation Committee consisted of Ms.

Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye and Pearson;

the Section 16 Subcommittee consisted of Ms.

Audet, de Oliveira, Kaye, Pearson and Scott;

the Section 16 Subcommittee, which approved awards to our NEOs, consisted of Ms.

Matus (Chair) and Messrs.

Audet, de Oliveira and Kaye.

For further information regarding the material terms of such awards, including the vesting terms and the formulas or criteria to be applied in determining the amounts payable, please refer to "Overview of 2019 Incentive Compensation Program," "Other Factors Considered When Determining NEO Compensation," and "Compensation Elements for NEOs" above.

Audet, de Oliveira, Kaye and Scott.

For further information regarding the material terms of such awards, including the vesting terms and the formulas or

criteria to be applied in determining the amounts payable, please refer to "Overview of 2020 Incentive Compensation Program," "Other Factors Considered When Determining NEO Compensation," and "Compensation Elements for NEOs" above.

Outstanding Equity Awards at 2020 Fiscal Year-End

Outstanding equity awards held by our NEOs as of December 31, 2020 are as follows:

Option Awards

AB Holding Unit and/or EQH Awards

Number of Securities

Option Awards AB Holding Unit and/or EQH Awards

Name Number of Securities

Underlying Unexercised

Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares

Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares

or Units of Stock That

Have Not Vested (#)

Have Not Vested (#) Market

Value of Shares or

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Bernstein (1)(2)(3)

21,816 43,630 $18.74 2/14/2029 339,929 11,479,408

— 57,209 23.18 2/26/2030 139,719 3,575,409

— — — — 231,185 7,807,123

Ali Dibadj (5)

— — — — 20,717 699,597

— — — — 208,559 7,043,022

Weisenseel (7)

— — — — 185,139 6,252,150

________________________________________________________________________________________________________________________

(1) Subject to accelerated vesting clauses in the CEO Employment Agreement ( e.g., immediate vesting upon a “change in control” of our firm), the award granted to Mr.

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Additionally, Mr.

Bernstein was awarded (i) 139,131 restricted AB Holding Units in December 2019, which are scheduled to vest in equal increments on each of December 1, 2020, 2021, 2022 and 2023 and (ii)149,868 restricted AB Holding Units in December 2018, of which 25% vested on December 1, 2019 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2020, 2021 and 2022.

Bernstein was awarded:

(i) 119,471 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024;

(ii) 139,131 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023;

and (iii) 149,868 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022.

For further information, see “Overview of Mr.

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(2) EQH awarded to Mr.

Bernstein options to buy 65,446 EQH shares, which are scheduled to vest in equal increments on each of February 14, 2020, 2021 and 2022.

(i) in February 2020, options to buy 57,209 EQH shares, which are scheduled to vest in equal increments on each of February 26, 2021, 2022 and 2023;

and, in February 2019, options to buy 65,446 EQH shares, of which one-third vested in February 2020 and the remainder of which is scheduled to vest in equal increments on each of February 14, 2021 and 2022.

(3) For further information regarding the equity awards granted to Mr.

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Bernstein" above.

Gingrich was awarded (i) 531,310 restricted AB Holding Units in April 2018, of which 25% vested on December 1, 2019 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2020, 2021 and 2022, and (ii) 140,517 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017, 2018 and 2019, and the remainder of which is scheduled to vest on December 1, 2020.

See "Long-Term Incentive Compensation Awards - Mr.

Gingrich's Compensation" above.

Burke was awarded (i) 36,000 restricted AB Holding Units in December 2019, which are scheduled to vest in equal increments on each of December 1, 2020, 2021, 2022 and 2023, (ii) 16,486 restricted AB Holding Units in December 2018, of which 25% vested on December 1, 2019 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2020, 2021 and 2022, (iii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iv) 16,433 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018 and 2019 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2020 and 2021, and (v) 14,224 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017, 2018 and 2019 and the remainder of which is scheduled to vest on December 1, 2020.

Cranch was awarded (i) 22,957 restricted AB Holding Units in December 2019, which are scheduled to vest in equal increments on each of December 1, 2020, 2021, 2022 and 2023, (ii) 24,728 restricted AB Holding Units in December 2018, of which 25% vested on December 1, 2019 and the remainder is scheduled to vest in equal increments on each of December 1, 2020, 2021 and 2022, (iii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iv) 26,453 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018 and 2019, and the remainder is scheduled to vest in equal increments on each of December 1, 2020 and 2021, and (v) 26,293 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017, 2018 and 2019, and the remainder of which is scheduled to vest on December 1, 2020.

Weisenseel was awarded (i) 29,305 restricted AB Holding Units in December 2019, which are scheduled to vest in equal increments on each of December 1, 2020, 2021, 2022 and 2023, (ii) 31,566 restricted AB Holding Units in December 2018, of which 25% vested on December 1, 2019 and the remainder is scheduled to vest in equal increments on each of December 1, 2020, 2021 and 2022, (iii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iv) 31,463 restricted AB Holding Units in December 2017, 25% of which vested on each of December 1, 2018 and 2019, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2020 and 2021, and (v) 28,987 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017, 2018 and 2019 and the remainder of which is scheduled to vest on December 1, 2020.

Burke was awarded:

(i) 40,032 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024;

(ii) 36,000 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023;

(iii) 16,486 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022;

(iv) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022;

and (v) 16,433 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018, 2019 and 2020 and the remainder of which is scheduled to vest on December 1, 2021.

Dibadj was awarded 20,717 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024.

Cranch was awarded:

(i) 20,561 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024;

(ii) 22,957 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023;

(iii) 24,728 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022;

(iv) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022;

and (v) 26,453 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018, 2019 and 2020 and the remainder of which is scheduled to vest on December 1, 2021.

Weisenseel was awarded:

(i) 26,247 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024;

(ii) 29,305 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023;

(iii) 31,566 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022;

(iv) 151,803 restricted AB Holding Units in April 2018, of which 113,266 AB Holding Units shall vest on September 30, 2021 and the remainder of which shall be forfeited as of that date pursuant to Mr.

Weisenseel's retirement agreement (filed as an exhibit to Form 8-K filed with the SEC on August 26, 2020), and (v) 31,463 restricted AB Holding Units in December 2017, 25% of which vested on each of December 1, 2018, 2019 and 2020 and the remainder of which is scheduled to vest on December 1, 2021.

(8) The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $33.77, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2020, the last trading day of AB's last completed fiscal year.

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AB Holding Units held by our NEOs that vested during 2020 are as follows:

AB Holding Option Awards

AB Holding Unit Awards

Number of AB Holding Units Acquired on Exercise (#)

Value Realized on Exercise ($)

AB Holding Option Awards AB Holding Unit Awards

Name Number of AB Holding Units Acquired on Exercise (#) Value Realized on Exercise ($) Number of AB

Units Acquired on

Value Realized on

Non-Qualified Deferred Compensation for 2019

Vested and unvested non-qualified deferred compensation contributions, earnings and distributions of our NEOs during 2019 and their non-qualified deferred compensation plan balances as of December 31, 2019 are as follows:

Contributions in Last FY ($)

Earnings in Last FY ($)

Distributions ($)

________________________________________________________________________________________________________________________

Amounts shown reflect Mr.

Gingrich's interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients and a money market fund, or (ii) under limited circumstances, in options to buy AB Holding Units.

For additional information about the Incentive Compensation Program, see Notes 2 and 19 to AB’s consolidated financial statements in Item 8 .

Vesting (#) Value Realized on

Bernstein — — 72,250 2,355,350

Burke — — 20,786 677,624

Ali Dibadj — — 71,574 2,333,312

Cranch — — 25,108 818,521

Weisenseel — — 30,330 988,758

Potential Payments upon Termination or Change in Control

Estimated payments and benefits to which our NEOs would have been entitled upon a change in control of AB or the specified qualifying events of termination of employment as of December 31, 2020 are as follows:

Name and Reason for Employment Termination

Name and Reason for Employment Termination Cash

Payments (1) ($)

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Other Benefits (3) ($)

Change in control (2017 Award)

Termination by Mr.

Bernstein for good reason or by AB without cause and within 12 months of change in control (including 2017 Award) (4)

Change in control — 11,479,408 —

Termination by Mr.

Bernstein for good reason (including 2017 Award) (4)

Bernstein for good reason (4)

3,500,000 11,479,408 22,631

Termination of Mr.

Bernstein's employment by AB other than for Cause or due to Death or Disability (including 2017 Award) (4)(5)(6)

Termination by reason of non-extension of initial 3-year employment term (2017 Award) (4)

Resignation (complies with applicable agreements and restrictive covenants) under ICAP (2018 and 2019 Awards) (2)

Death or disability under ICAP (2018 and 2019 Awards) (7)

Termination by AB without cause;

death or disability (2018 RSU award) (8)

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP (2016 award) (2)

Death or disability under ICAP (2016 award) (7)

5,250,000 11,479,408 22,631

Change in control + termination by Mr.

Bernstein for good reason or termination of Mr.

Bernstein's employment without cause (4)

7,000,000 11,479,408 22,631

Resignation (complies with applicable agreements and restrictive covenants) under ICAP (2)

— 10,088,877 —

Death or disability (7)

— 11,479,048 22,631

Change in control — 7,807,123 —

Change in control + employment terminated by AB other than for cause, termination by Ms.

Burke for good reason, or termination due to death or disability 3,930,000 7,807,123 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP;

excludes 2018 RSU award) (2)

— 2,680,735 —

Termination by AB without cause;

death or disability (2018 RSU award) (8)

— 2,992,932 —

Change in control — 699,597 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Dibadj for good reason, or termination due to death or disability 2,690,000 699,597 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (2)

Change in control — 7,043,022 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Cranch for good reason, or termination due to death or disability 2,680,000 7,043,022 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP;

excludes 2018 RSU award (2)

— 1,916,635 —

Termination by AB without cause;

death or disability (2018 RSU award) (8)

— 2,992,932 —

Weisenseel (9)

Change in control — 7,553,544 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Weisenseel for good reason, or termination due to death or disability 3,045,000 7,553,544 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP;

excludes 2018 RSU award (2)

— 2,427,157 —

Termination by AB without cause;

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— 2,992,932 —

_________________________________________________________________________________________________________________

(1) It is possible that each NEO could receive a cash severance payment on the termination of his or her employment.

The amounts of any such cash severance payments would be determined at the time of such termination (other than for Mr.

Bernstein), so we are unable to estimate such amounts.

Bernstein), so we are unable to

estimate such amounts.

The amounts shown for Mr.

Bernstein are described in the CEO Employment Agreement.

See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for NEO – Long-Term Incentive Compensation Awards” above for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment .

The amount shown for Mr.

Weisenseel is taken from his retirement agreement, into which he entered in August 2020 and with respect to which his retirement date has been set as September 30, 2021.

(2) See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for NEOs – Long-Term Incentive Compensation Awards” above for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment .

(3) Reflects the value of group medical coverage to which Mr.

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(7) “Disability” is defined in the ICAP award agreements of each NEO as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the NEO.

For additional information relating to the restricted AB Holding Unit awards issued to Mr.

Gingrich, please refer to "Long-Term Incentive Compensation Awards - Mr.

Gingrich's Compensation" above.

(8) For additional information relating to the restricted AB Holding Unit award issued to each of Ms.

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Weisenseel in April 2018, please refer to "Relocation-related Performance Awards" above.

(9) For information relating to Mr.

Weisenseel's compensatory benefits under his retirement agreement, which contemplates his retiring as of September 30, 2021, please refer to "CFO Retirement Agreement" above .

Additionally, estimated payments and benefits to which Mr.

Bernstein would have been entitled upon a change in control of EQH or the specified qualifying events of termination of employment as of December 31, 2020 are as follows (these amounts would be payable by EQH):

Reason for Employment Termination

Acceleration of EQH Option and Share Awards ($)

Reason for Employment Termination Acceleration of EQH Option and Share Awards ($)

Disability (1)

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(1) Reflects the combined value, as of December 31, 2020, associated with Mr.

Bernstein's transaction incentive award in 2018 and, in 2019, his restricted stock unit award, performance share award and option award.

(i) transaction incentive award in 2018;

(ii) restricted stock unit award, performance share award and option award in 2019;

and (ii) restricted stock unit award, performance share award and option award in 2020.

For additional information regarding these awards, please see the Summary Compensation Table in 2020, the Grant of Plan-based Awards table in 2020 and the Outstanding Equity at 2020 Fiscal Year End table above in this Item 11.

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Bernstein's transaction incentive award in 2018 .

Reflects, as of December 31, 2019, the full value associated with Mr.

Bernstein's option award in 2019 and pro-rated portions of Mr.

Bernstein's transaction incentive award in 2018 and, in 2019, his restricted stock unit award and performance share award based on the terms and conditions of these awards.

(3) Reflects, as of December 31, 2020, (i) the full value associated with Mr.

Bernstein's option awards in 2019 and 2020, and (ii) pro-rated portions of Mr.

Bernstein's transaction incentive award in 2018 and, in 2019 and 2020, his restricted stock unit awards and performance share awards based on the terms and conditions of these awards.

Director Compensation in 2020

During 2019 , we compensated our directors, who were serving as of December 31, 2019 and satisfied applicable NYSE and SEC standards relating to independence ( “Independent Directors” ) as follows:

Fees Earned or Paid in Cash($)

During 2020, we compensated our directors, who satisfied applicable NYSE and SEC standards relating to independence ( “Independent Directors” ), as follows:

Name Fees Earned or Paid in Cash($) Stock

Awards (1)(2)

Ramon de Oliveira 152,000 170,000 322,000

Paul Audet 108,500 170,000 278,500

Nella Domenici 102,500 240,860 343,360

Daniel Kaye 96,000 170,000 266,000

Kristi Matus 127,000 170,000 297,000

Das Narayandas 96,000 170,000 266,000

Bertram Scott 24,481 111,860 136,341

Charles Stonehill 127,500 170,000 297,500

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(1) The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2020 was:

Domenici, 9,520 AB Holding Units;

Matus, 10,739 AB Holding Units;

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, in excess of eight meetings of the Audit Committee and four meetings of each of the Executive Committee, the Compensation Committee and the Governance Committee);

an annual retainer of $50,000 for acting as Independent Chairman of the Board;

• an annual retainer of $50,000 for acting as Independent Chair of the Board;

• an annual retainer of $25,000 for acting as Chair of the Audit Committee;

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• an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000.

At the regular meeting of the Board held in May 2019, the Board granted to each Independent Director then serving (which included Barbara Fallon-Walsh and Shelley Leibowitz, each of whom departed the Board in June 2019, and Messrs.

At the regular meeting of the Board held in May 2020, the Board granted to each Independent Director then serving (which included Mses.

Domenici and Matus and Messrs.

Audet, de Oliveira, Kaye, Narayandas and Stonehill) 7,176 restricted AB Holding Units.

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These awards vest ratably on each of the first four anniversaries of the grant date, which generally is consistent with AB employee equity awards.

Additionally, by unanimous written consent dated as of July 1, 2019, the Board granted to Ms.

Matus, who joined the Board as of July 1, 2019, 4,750 restricted AB Holding Units.

The number of AB Holding Units granted was determined by dividing the $142,000 grant date fair value (a pro-rated version of the $170,000 typically awarded based on the date as of which Ms.

Matus joined the Board) by the closing price of an AB Holding Unit on July 1, 2019, or $29.90 per unit.

Additionally, the Board granted to Mr.

Scott, who joined the Board as of September 23, 2020, 4,750 restricted AB Holding Units.

The number of AB Holding Units granted was determined by dividing the grant date fair value (a pro-rated version of the

$170,000 typically awarded based on the date as of which Mr.

Scott joined the Board) by the closing price of an AB Holding Unit on September 23, 2020, or $27.01 per unit.

This award vests ratably on each of the first four anniversaries of the grant date.

Also, at the regular meeting of the Board held in November 2019, the Board granted to Nella Domenici, who joined the Board as of January 1, 2020, 2,344 restricted AB Holding Units.

Also, at the regular meeting of the Board held in November 2019, the Board granted to Ms.

Domenici, who joined the Board as of January 1, 2020, 2,344 restricted AB Holding Units.

The number of AB Holding Units granted was determined by dividing the grant date fair value (a pro-rated version of the $170,000 typically awarded based on the date as of which Ms.

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The General Partner may reimburse any director for reasonable expenses incurred in connection with attendance at Board meetings as well as additional Board responsibilities.

AB Holding and AB, in turn, reimburse the General Partner for expenses incurred by

the General Partner on their behalf, including amounts in respect of directors’ fees and expenses.

AB Holding and AB, in turn, reimburse the General Partner for expenses incurred by the General Partner on their behalf, including amounts in respect of directors’ fees and expenses.

These reimbursements are subject to any relevant provisions of the AB Holding Partnership Agreement and the AB Partnership Agreement.

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Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance (1)

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance (1)

Equity compensation plans approved by security holders 148,985 $ 23.61 35,555,594

Equity compensation plans not approved by security holders — — —

Total 148,985 $ 23.61 35,555,594

________________________________________________________________________________________________________________________

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Principal Security Holders

As of December 31, 2019 , we had no information that any person beneficially owned more than 5% of the outstanding AB Holding Units.

As of December 31, 2020, we had no information that any person beneficially owned more than 5% of the outstanding AB Units, except as reported by EQH and certain of its subsidiaries on Schedule 13D/A with the SEC on March 25, 2019 pursuant to the Exchange Act.

We have prepared the following table, and the note that follows, in reliance on such filing:

Name and Address of Beneficial Owner

Amount and Nature of

Name and Address of Beneficial Owner Amount and Nature of

Beneficial Ownership

Reported on Schedule

Percent of Class

Reported on Schedule Percent of Class

Equitable Holdings (1)

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170,121,745 (1)

By reason of their relationships, EQH, AXA Equitable Financial Services, LLC (a subsidiary of EQH), AXA-IM Holding U.S.

(a subsidiary of EQH), Alpha Units Holdings, Inc.

(a subsidiary of EQH) and Equitable America may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units.

The 63.3% includes the 1% GP interest held by EQH.

As of December 31, 2019 , AB Holding was the record owner of 98,192,098 , or 36.3%, of the issued and outstanding AB Units.

________________________________________________________________________________________________________________________

(1) By reason of their relationships, EQH and its subsidiaries that hold AB Units may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units.

The 63.3% includes the 1% general partnership interest held by EQH.

As of December 31, 2020, AB Holding was the record owner of 98,322,942, or 36.3%, of the issued and outstanding AB Units (or 36.0% including the 1% general partnership interest held by EQH).

As of December 31, 2020, the beneficial ownership of AB Holding Units by each director and NEO of the General Partner and by all directors and executive officers as a group is as follows:

Name of Beneficial Owner

Name of Beneficial Owner Number of AB

Holding Units and

Percent of Class

Ownership Percent of Class

Ramon de Oliveira (1)

Bernstein (1)(2)

Audet 22,331 *

Domenici 9,520 *

Nick Lane (1)

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Stonehill (1)

Gingrich (1)(3)

Ali Dibadj (1)(4)

Cranch (1)(5)

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1,594,393 1.6 %

________________________________________________________________________________________________________________________

* Number of AB Holding Units listed represents less than 1% of the Units outstanding.

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Matus and Messrs.

Bernstein, de Oliveira, Hurd, Kaye, Lane, Pearson and Stonehill each is a director and/or officer of EQH, Equitable Life and/or Equitable America.

Bernstein, de Oliveira, Hurd, Kaye, Lane, Pearson, Scott and Stonehill each is a director and/or officer of EQH, Equitable Financial and/or Equitable America.

Burke and Messrs.

Bernstein, Gingrich, Cranch and Weisenseel each is a director and/or officer of the General Partner.

Represents 453,704 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Bernstein, Dibadj, Cranch and Weisenseel each is a director and/or officer of the General Partner.

(2) Includes 538,392 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Bernstein has deferred delivery.

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Bernstein's Employment Agreement – Compensation Elements – Restricted AB Holding Units,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11 for additional information.

Includes 698,629 restricted AB Holding Units awarded to Mr.

Gingrich as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.

For information regarding Mr.

Gingrich’s long-term incentive compensation awards, see “Long-Term Incentive Compensation Awards - Mr.

Gingrich's Compensation,” “Grants of Plan-based Awards in 2019” and “Outstanding Equity Awards at 2019 Fiscal Year-End” in Item 11 .

Includes 211,940 restricted AB Holding Units awarded to Ms.

Burke as long-term incentive compensation that have not yet vested.

(3) Includes 231,185 restricted AB Holding Units that have not yet vested.

For information regarding Ms.

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(4) Includes 20,717 restricted AB Holding Units awarded to Mr.

Cranch as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.

Dibadj that have not yet vested.

For information regarding Mr.

Dibadj's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11 .

(5) Includes 226,703 restricted AB Holding Units that have not yet vested or with respect to which he has deferred delivery.

For information regarding Mr.

Cranch's long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11 .

Represents 299,622 restricted AB Holding Units awarded to Mr.

Weisenseel as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.

(6) Includes 260,833 restricted AB Holding Units that have not yet vested or with respect to which he has deferred delivery.

For information regarding Mr.

Weisenseel’s long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11 .

Includes 1,910,190 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery (includes 14,643

AB Holding Units owned outright by William R.

Siemers, our Chief Accounting Officer, and 27,006 restricted AB Holding Units that have not yet vested for Mr.

(7) Includes 1,277,830 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.

As of December 31, 2020, our directors and executive officers did not beneficially own any AB Units.

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EQH Common Stock

Name of Beneficial Owner

Number of Shares and

Name of Beneficial Owner Number of Shares and

Nature of Beneficial

Percent of Class

Ownership Percent of Class

Ramon de Oliveira 48,823 *

Bernstein (1)

Kaye 41,514 *

Nick Lane (3)

Matus 18,682 *

Das Narayandas 2,000 *

Mark Pearson (4)

Scott 21,514 *

Stonehill 22,514 *

Ali Dibadj — *

Weisenseel — *

All directors and executive officers as a group (16 persons) (5)

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(2) Includes (i) 214,288 options Mr.

Hurd has the right to exercise within 60 days, and (ii) 8,220 restricted stock units that will vest within 60 days and settle in EQH shares,

Hurd has the right to exercise within 60 days, (ii) 23,370 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 43,184 EQH performance shares that will be paid out within 60 days.

(3) Includes (i) 121,037 options Mr.

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(4) Includes (i) 601,308 options Mr.

Pearson has the right to exercise within 60 days, and (ii) 25,116 restricted stock units that will vest within 60 days and settle in EQH shares.

Includes 324,650 options that may be exercised and 56,836 restricted stock units that will vest within 60 days for the directors and executive officers as a group.

Pearson has the right to exercise within 60 days, (ii) 71,612 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 92,365 EQH performance shares that will be paid out within 60 days.

(5) Includes 999,334 options that may be exercised, 130,433 restricted stock units that will vest within 60 days and 135,549 EQH performance shares that will be paid out within 60 days for the directors and executive officers as a group.

Partnership Matters

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Section 17-403(b) of the Delaware Revised Uniform Limited Partnership Act (“ Delaware Act ”) states in substance that, except as provided in the Delaware Act or the applicable partnership agreement, a general partner of a limited partnership has the liabilities of a general partner in a general partnership governed by the Delaware Uniform Partnership Law (as in effect on July 11, 1999) to the partnership and to the other partners.

limited partnership or to another partner, and any related liability, provided that the partnership agreement may not limit or eliminate the implied contractual covenant of good faith and fair dealing.

Accordingly, while under Delaware law a general partner of a limited partnership is liable as a fiduciary to the other partners, those fiduciary obligations may be altered by the terms of the applicable partnership agreement.

In addition, as discussed below , Sections 17-1101(d) and 17-1101(f) of the Delaware Act generally provide that a partnership agreement may limit or eliminate fiduciary duties a partner may be deemed to owe to the limited partnership or to another partner, and any related liability, provided that the partnership agreement may not limit or eliminate the implied contractual covenant of good faith and fair dealing.

Accordingly, while under Delaware

law a general partner of a limited partnership is liable as a fiduciary to the other partners, those fiduciary obligations may be altered by the terms of the applicable partnership agreement.

Each of the AB Partnership Agreement and AB Holding Partnership Agreement (each, a “ Partnership Agreement ” and, together, the “ Partnership Agreements ”) sets forth limitations on the duties and liabilities of the General Partner.

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This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

These principles also applied to transactions with AXA and its subsidiaries during 2019.

AXA, which reduced its ownership of EQH to less than 10% as of December 31, 2019, previously was AB's ultimate parent company.

In practice, our management pricing committees review investment advisory agreements with EQH Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees.

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Compensation and benefits for all of our employees is established in accordance with our human resources practices, taking into consideration the defined qualifications, responsibilities and nature of the role.

Financial Arrangements with EQH Affiliates

Financial Arrangements with EQH Affiliates, AXA and Certain of its Subsidiaries

The General Partner has, in its reasonable and good faith judgment (based on its knowledge of, and inquiry with respect to, comparable arrangements with or between unaffiliated parties), approved the following arrangements with EQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.

See Note 12 to AB’s consolidated financial statements in Item 8 for disclosures related to our credit facility with EQH.

Transactions between AB and related persons during 2019 are as follows (the first table summarizes services we provide to related persons and the second table summarizes services our related persons provide to us):

Significant transactions between AB and related persons during 2020 are as follows (the first table summarizes services we provide to related persons and the second table summarizes services our related persons provide to us):

General Description of Relationship (2)

1 unchanged sentence

or Accrued for in 2020

Equitable Life

We provide investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of Equitable Life and its insurance company subsidiaries.

EQAT and Equitable Premier VIP Trust

We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of Equitable Holdings.

Equitable Financial We provide investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of Equitable Financial and its insurance company subsidiaries.

EQAT and Equitable Premier VIP Trust We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of Equitable Holdings.

AXA Life Invest (3)

We provide investment management, distribution and shareholder servicing-related services.

AXA Life Japan Limited (3)

AXA France (3)

AXA Rosenberg Asia Pacific (3)

AXA Life Japan Limited (3)

AXA Germany (3)

AXA Switzerland Life (3)

AXA Rosenberg Asia Pacific (3)

AXA Winterthur (3)

AXA Belgium (3)

AXA Insurance UK Non Direct Regulated (3)

General Description of Relationship (2)

Amounts Received

or Accrued for in 2020

Equitable America $ 2,128,000

AXA Hong Kong Life (3)

AXA Insurance UK Non Direct Regulated (3)

XL Group Investments Ltd (3)

1 unchanged sentence

AXA Mediterranean (3)

AXA Insurance Ltd (3)

Group Pension Scheme (3)

Equitable Holdings

AXA Switzerland Property and Casualty (3)

AXA Corporate Solutions

AXA Insurance Ltd (3)

AXA China (3)

AXA General Insurance Hong Kong Ltd (3)

Financial Life Insurance Company

AXA Corporate Solutions $ 455,000

AXA Switzerland Property and Casualty (3)

AXA Insurance Company (3)

AXA Spain Property and Casualty (3)

AXA General Insurance Hong Kong Ltd.

AXA Insurance Company (3)

AXA Life Singapore (3)

General Description of Relationship

General Description of Relationship Amounts Paid

or Accrued for in 2020

Distributes certain of our Retail Products and provides Private Wealth Management referrals.

Equitable Advisors

Distributes certain of our Retail Products and provides Private Wealth Management referrals.

AXA Distributes certain of our Retail Products and provides Private Wealth Management referrals.

Equitable Advisors Distributes certain of our Retail Products and provides Private Wealth Management referrals.

AXA Business Services Pvt.

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Provides certain data processing services and functions.

Equitable Advisors

Sells shares of our mutual funds under Distribution Service and educational Support agreements.

Equitable Holdings

We are covered by various insurance policies maintained by Equitable Holdings.

AXA XL Insurance (3)

We are covered by various E&O insurance policies maintained by AXA XL.

GIE Informatique AXA (3)

Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA.

Equitable Advisors Sells shares of our mutual funds under Distribution Service and educational Support agreements.

Equitable Holdings We are covered by various insurance policies maintained by Equitable Holdings.

AXA Group Solutions (3)

Provides certain data processing services and functions.

________________________________________________________________________________________________________________________

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Audit fees (1)

$ 6,616 $ 6,263

Audit-related fees (2)

All other fees (4)

Total $ 11,032 $ 10,719

________________________________________________________________________________________________________________________

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Exhibits, Financial Statement Schedules

There is no document filed as part of this Form 10-K.

(a) There is no document filed as part of this Form 10-K.

Financial Statement Schedule.

Attached to this Form 10-K is a schedule describing Valuation and Qualifying Account-Allowance for Doubtful Accounts for the three years ended December 31, 2020, 2019 and 2018.

(b) Exhibits.

The following exhibits required to be filed by Item 601 of Regulation S-K are filed herewith or incorporated by reference herein, as indicated:

Exhibit Description

3.01 AllianceBernstein Corporation By-Laws with amendments through July 25, 2018 (incorporated by reference to Ex.

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10.07 Guidelines for Transfer of AB Units.

10.08 AllianceBernstein Change in Control Plan for Executive Officers (incorporated by reference to Exhibit 99.01 to Form 8-K, as filed December 14, 2020).*

10.09 Retirement Agreement among John C.

Weisenseel, AB and AllianceBernstein Corporation (incorporated by reference to Exhibit 99.02 to Form 8-K, as filed August 26, 2020).*

10.10 Amendment No.2 to Seth P.

3 unchanged sentences

10.01 to Form 8-K, as filed November 4, 2019).

Letter Agreement dated as of May 31, 2019 among James A.

Gingrich, AllianceBernstein L.P.

and AllianceBernstein Corporation (incorporated by reference to Ex.

99.01 to Form 8-K, as filed June 5, 2019).*

10.12 Amendment to Seth P.

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10.01 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

Gingrich Award Letter dated as of April 24, 2018 (incorporated by reference to Ex.

10.07 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

Exhibit Description

10.13 Kate C.

Burke Award Letter dated as of April 24, 2018 (incorporated by reference to Ex.

10.08 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

10.14 Laurence E.

Cranch Award Letter dated as of April 24, 2018 (incorporated by reference to Ex.

10.09 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

10.15 John C.

Weisenseel Award Letter dated as of April 24, 2018 (incorporated by reference to Ex.

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10.10 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).

Investment Advisory and Management Agreement for the General Account of AXA Equitable Life Insurance Company (incorporated by reference to Ex.

10.27 Investment Advisory and Management Agreement for the General Account of Equitable Financial Life Insurance Company (incorporated by reference to Ex.

10.5 to Form 10-K for the fiscal year ended December 31, 2004, as filed March 15, 2005).

Amended and Restated Investment Advisory and Management Agreement dated January 1, 1999 among AB Holding, Alliance Corporate Finance Group Incorporated, and AXA Equitable Life Insurance Company (incorporated by reference to Ex.

10.28 Amended and Restated Investment Advisory and Management Agreement dated January 1, 1999 among AB Holding, Alliance Corporate Finance Group Incorporated, and Equitable Financial Life Insurance Company (incorporated by reference to Ex.

(a)(6) to Form 10-Q/A for the fiscal quarter ended September 30, 1999, as filed September 28, 2000).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema.

XBRL Taxonomy Extension Calculation Linkbase.

XBRL Taxonomy Extension Label Linkbase.

XBRL Taxonomy Extension Presentation Linkbase.

XBRL Taxonomy Extension Definition Linkbase.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema.

101.CAL XBRL Taxonomy Extension Calculation Linkbase.

Exhibit Description

101.LAB XBRL Taxonomy Extension Label Linkbase.

101.PRE XBRL Taxonomy Extension Presentation Linkbase.

101.DEF XBRL Taxonomy Extension Definition Linkbase.

104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (included in Exhibit 101).

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AllianceBernstein Holding L.P.

February 12, 2020

February 11, 2021 By:

Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 12, 2020

February 11, 2021 /s/ John C.

Chief Financial Officer

February 12, 2020

/s/ William R.

February 11, 2021 /s/ William R.

Controller and Chief Accounting Officer

/s/ Ramon de Oliveira

Ramon de Oliveira

President and Chief Executive Officer

Chairman of the Board

Bernstein /s/ Ramon de Oliveira

Bernstein Ramon de Oliveira

President and Chief Executive Officer Chairman of the Board

Audet /s/ Nella L.

Audet Nella L.

Director Director

/s/ Jeffrey J.

/s/ Daniel G.

/s/ Nick Lane

/s/ Kristi A.

/s/ Das Narayandas

/s/ Mark Pearson

Das Narayandas

/s/ Charles G.T.

Hurd /s/ Daniel G.

Hurd Daniel G.

Director Director

/s/ Nick Lane /s/ Kristi A.

Nick Lane Kristi A.

Director Director

/s/ Das Narayandas /s/ Mark Pearson

Das Narayandas Mark Pearson

Director Director

/s/ Bertram L.

Scott /s/ Charles G.T.

Scott Charles G.

Director Director

AllianceBernstein L.P.

1 unchanged sentence

For the Three Years Ending December 31, 2020, 2019 and 2018

Balance at Beginning

Balance at End

Description Balance at Beginning

of Period Credited to

Expenses Deductions Balance at End

(in thousands)

For the year ended December 31, 2017

For the year ended December 31, 2018

For the year ended December 31, 2019

Includes accounts written-off as uncollectible of $ 252 .

Includes accounts written-off as uncollectible of $ 16 .

Includes accounts written-off as uncollectible of $ 218 .

For the year ended December 31, 2020 $ 309 $ 100 $ 98 (a) $ 311

For the year ended December 31, 2019 $ 395 $ 132 $ 218 (b) $ 309

For the year ended December 31, 2018 $ 411 $ — $ 16 (c) $ 395

(a) Includes accounts written-off as uncollectible of $ 98 .

(b) Includes accounts written-off as uncollectible of $ 218 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures