What changed in this filing

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Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-11 · 846 added, 584 removed, 965 unchanged (60% of the section changed)

8 unchanged sentences

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2021 Annual Report 121

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

7 unchanged sentences

Based on its assessment, management concluded that, as of December 31, 2021, each of AB Holding and AB maintained effective internal control over financial reporting based on the COSO criteria.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the 2020 financial statements included in this Form 10-K, has issued an attestation report on the effectiveness of each of AB Holding’s and AB’s internal control over financial reporting as of December 31, 2020.

These reports can be found in Item 8 .

PricewaterhouseCoopers LLP (PCAOB ID No.

238 ), the independent registered public accounting firm that audited the 2021 financial statements included in this Form 10-K, has issued an attestation report on the effectiveness of each of AB Holding’s and AB’s internal control over financial reporting as of December 31, 2021.

The reports pertaining to AB Holding and AB each can be found in Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

Both AB and AB Holding reported all information required to be disclosed on Form 8-K during the fourth quarter of 2021.

AllianceBernstein

Directors, Executive Officers and Corporate Governance

9 unchanged sentences

Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit.

Similarly, the 1% general partnership interest in AB is entitled to receive distributions equal to those received by each AB Unit.

The General Partner is entitled to reimbursement by AB for any expenses it incurs in carrying out its activities as general partner of the Partnerships, including compensation paid by the General Partner to its directors and officers (to the extent such persons are not compensated directly by AB).

Board of Directors

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.

Our Board consists of 12 directors, including eight independent directors (including our Chair 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.

12 unchanged sentences

and international matters.

2021 Annual Report 123

Board Committees

Committee Audit and Risk

Committee Corporate Governance

Committee Compensation and

Workplace Practices

Joan Lamm-Tennant

Bernstein M M

Nella Domenici M

Das Narayandas M

Mark Pearson M M M

Charles Stonehill

Todd Walthall M

AllianceBernstein

Board of Directors

Joan Lamm-Tennant

Chair of the Board, Equitable Holdings

Executive (Chair)

Director Since:

President and Chief Executive Officer, AllianceBernstein

Director Since:

Board member of Change Healthcare

Director Since:

Chief Operating Officer, Equitable Holdings

Director Since:

Director, Equitable Holdings, Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America

Director Since:

President, Equitable Financial Life Insurance Company

Director Since:

Corporate Chief Financial Officer and Chief Operating Officer, Buckle

Governance (Chair)

Compensation (Chair)

Director Since:

Das Narayandas

Edsel Bryant Ford Professor of Business Administration, Harvard Business School

Director Since:

President and Chief Executive Officer, Equitable Holdings

Director Since:

Director, Equitable America and Equitable Holdings

Director Since:

Charles Stonehill

Founding Partner, Green & Blue Advisors

Audit (Chair)

Director Since:

Todd Walthall

Executive Vice President of Enterprise Growth, UnitedHealth Group

Director Since:

2021 Annual Report 125

As of February 11, 2022, our directors are as follows:

Ramon de Oliveira

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 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.

Additionally, he serves as Managing Partner of the consulting firm Investment Audit Practice, LLC.

Lamm-Tennant was appointed Chair of AB in October 2021.

• She has served as Chair of the Board of EQH, Equitable Financial and Equitable America since October 2021, after having joined these boards in January 2020.

• She also serves on the Executive Committee, the Audit Committee, and the Finance and Risk Committee of EQH.

Lamm-Tennant founded Blue Marble Microinsurance and served as its CEO from 2015 to 2020.

• She currently is executive advisor of Brewer Lane Ventures, having joined in 2021;

she also serves on the boards of Ambac Financial Group, Hamilton Insurance Group and Element Fleet Financial Corp.

• Previously, Ms.

Lamm-Tennant was Adjunct Professor, International Business at The Wharton School of the University of Pennsylvania from 2005 to 2016.

Prior to or concurrently with her service at The Wharton School, Ms.

Lamm-Tennant held various senior positions in the insurance industry, including with Marsh & McLennan Companies, Guy Carpenter and General Reinsurance Corporation.

Director Qualifications

Lamm-Tennant brings to the Board significant industry and academic experience, having held global business leadership roles and developed a distinguished career as a professor of finance and economics.

Joan Lamm-Tennant

Executive (Chair)

Director Since:

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

• Serving as Senior Executive Vice President and Head of Investment Management and Research of EQH since April 2018.

• Previously, Mr.

de Oliveira held several executive positions at J.P.

over the course of a 24-year tenure, including five years as chairman and Chief Executive Officer of J.P.

Morgan Investment Management.

He was also a member of J.P.

Morgan’s Management Committee from its inception in 1995.

de Oliveira brings to the Board the extensive buy-side and sell-side financial services experience, key leadership skills and sharp analytical skills he has developed through his executive leadership roles at JPMorgan Chase and Investment Audit Practice.

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

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.

3 unchanged sentences

• Among other roles, he served as Managing Director and Global Head of Fixed Income and Currency for 10 years, concluding in 2012.

Prior to that, Mr.

Bernstein held the position of Chief Financial Officer at JPMorgan Chase’s Investment Management and Private Banking division.

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

Director Qualifications

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.

He is the Co-Founder and Managing Member of Symmetrical Ventures LLC, a venture capital firm organized in 2015 and specializing in capital investments in start-ups and development stage companies.

The firm evaluates investment opportunities in enterprises that aim to transform traditional business models through disruptive technologies.

Previously, Mr.

Audet served as a senior managing director at BlackRock, retiring in 2014 after a 35-year career in the financial services industry.

During his BlackRock tenure, he held a number of executive leadership roles, including Chief Financial Officer for nine years and head of the company’s U.S.

active mutual funds, global real estate and global cash-management businesses.

Audet’s affiliation with BlackRock started in 1994 when, as director of mergers and acquisitions for PNC Financial Services, he led the acquisition of BlackRock.

He began his professional career in 1977 at PricewaterhouseCoopers and worked at PaineWebber and First Fidelity Bancorporation before moving on to BlackRock and PNC.

Audet brings to the Board the extensive financial services experience he has developed through his executive leadership roles at BlackRock.

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

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 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 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.

Executive, Governance

Director Since:

AllianceBernstein

Domenici was appointed a director of AB in January 2020.

• During 2020 and 2021, she served as Chief Financial Officer and member of the Executive Committee at Dataminr, a leading high-growth AI company that is late-stage venture backed.

In her senior executive role, Ms.

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

• From 2015 to 2018, she 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, she 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 financial consulting firm that advised many family-owned, private equity, venture-backed and real estate companies.

Domenici is a dedicated advocate and champion in the areas of education, healthcare and economic development.

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

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

Domenici is a former member of the Bipartisan Policy Center Behavioral Health Integration Task Force, where she championed initiatives focused on mental illness, and of the board of One World Surgery, which provides access to quality surgical care globally.

Director Qualifications

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 2018.

Director Since:

Hurd was appointed a director of AB in April 2019.

• He has served as 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, 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.

• He also is responsible for EQH’s Transformation Office, which encompasses key functional areas, including operations, procurement and corporate real estate, as well as EQH's Innovation and Design Office, which contemplates new ways or working.

Hurd also has served as Chief Operating Officer of Equitable Financial since 2018.

• Prior to joining Equitable, Mr.

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

2 unchanged sentences

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

Director Qualifications

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.

Director Since:

2021 Annual Report 127

Kaye was appointed a director of AB in April 2017.

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

4 unchanged sentences

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 (" E&Y "), including 25 years as an audit partner.

He held this post after retiring in 2012 from his career at Ernst & Young LLP (“ E&Y ”).

• He served for 35 years at E&Y, including 25 years as an audit partner.

• During his tenure at E&Y, Mr.

1 unchanged sentence

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

Director Qualifications

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.

He has served as Senior Executive Vice President and Head of Retirement, Wealth Management & Protection Solutions of EQH, and as a member of the EQH Management Committee, since May 2018.

Director Since:

Lane was appointed a director of AB in April 2019.

• He has served as Head of Retirement, Wealth Management & Protection Solutions of EQH, and as a member of the EQH Management Committee, since May 2018.

• Also, since February 2019, Mr.

4 unchanged sentences

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

Director Qualifications

Lane brings to the Board the outstanding experience and leadership qualities he has developed in various senior roles at AXA, EQH and various subsidiaries, and as an officer in the United States Marine Corps.

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

Director Since:

AllianceBernstein

Matus 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 Financial since September 2015.

4 unchanged sentences

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

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

(“ athena ”) from July 2014 to May 2016.

• Before joining athena, Ms.

1 unchanged sentence

from February 2012 to July 2013.

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 technology, healthcare and insurance companies.

Das Narayandas

Narayandas, age 60, was appointed a director of AB in November 2017.

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

Director Qualifications

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 numerous leadership roles at technology, healthcare and insurance companies.

Governance (Chair), Compensation (Chair)

Director Since:

Narayandas was appointed a director of AB in November 2017.

• He is the Edsel Bryant Ford Professor of Business Administration at Harvard Business School (“ HBS ”), where he has been a faculty member since 1994.

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.

3 unchanged sentences

• His scholarship has focused on market-facing issues in traditional business-to-business marketing and professional service firms, including client management strategies, delivering service excellence, product-line management and channel design.

Director Qualifications

Narayandas brings to the Board his wealth of experience at the highest level of academia in the U.S.

Pearson, age 62, was appointed a director of AB in February 2011.

Das Narayandas

Director Since:

2021 Annual Report 129

Pearson was appointed a director of AB in February 2011.

• He has served as director and as President and CEO of EQH since May 2018.

8 unchanged sentences

Pearson spent approximately 20 years in the insurance sector, holding several senior management positions at Hill Samuel, Schroders, National Mutual Holdings and Friends Provident.

Pearson is a Fellow of the Chartered Public Association of Certified Public Accountants and is a director of the American Council of Life Insurers.

Pearson is a Fellow of the Chartered Public Association of Certified Public Accountants.

Director Qualifications

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.

Executive, Governance, Compensation

Director Since:

Scott 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.

Scott currently is a member of the Board of the American Heart Association, having served as its chairman from 2019 to 2021.

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

after having served since February 2015.

8 unchanged sentences

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

LOW) and a director of Tufts Health Plan.

LOW) and, since January 2021, a director of Point32Health.

Director Qualifications

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.

Director Since:

AllianceBernstein

Stonehill 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 Financial since November 2017.

Stonehill has served as a member of the supervisory board of Deutsche Boerse AG, a capital market infrastructure provider, since 2018.

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.

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.

• He formerly was a director of Play Magnus AS, a chess app company, from 2016 to 2021, and non-executive vice chairman of Julius Baer Group Ltd., a global private banking company based in Switzerland, from 2009 to 2021.

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

1 unchanged sentence

• 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.

Director Qualifications

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.

Audit (Chair)

Director Since:

Walthall was appointed a director of AB in September 2021.

• He serves as Executive President of Enterprise Growth for UnitedHealth Group, a diversified healthcare company.

• Previously, he served as Executive Vice President and Chief Operating Officer at Blue Shield of California.

• Prior to Blue Shield, he served as Vice President and General Manager of Digital Service Integration at American Express.

Before joining AMEX, Mr.

Walthall held numerous senior roles with USAA Insurance, having contributed to the development of the industry's first mobile check-deposit service.

• He was the recipient of the 2016 Multicultural Leaders of California award from the National Diversity Council, and in 2020 was named one of the Most Influential Black Executives in Corporate America by Savoy Magazine.

Director Qualifications

Walthall brings over two decades of leadership experience with growth strategy, operations, product development, and customer service and retention programs through his extensive experience in numerous leadership roles throughout his career.

Todd Walthall

Director Since:

2021 Annual Report 131

Executive Officers (other than Mr.

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.

Burke, COO and Head of Private Wealth

Burke, age 50, was named Head of our firm's Private Wealth channel in February 2021, and she 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.

8 unchanged sentences

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

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.

Cranch retired from AB, effective as of December 31, 2021.

Ali Dibadj, CFO and Head of Strategy

Dibadj, age 46, was appointed Head of Finance (and later CFO-designate) and Head of Strategy in April 2020, and he has served as our firm's CFO since February 2021.

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.

2 unchanged sentences

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.

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.

A Certified Public Accountant, Mr.

Weisenseel also has worked at KPMG LLP.

Karl Sprules, Head of Global Technology & Operations

Sprules, age 48, was appointed Head of Global Technology & Operations in 2018.

He joined AB's technology department in 1998 as a senior systems engineer in the firm's London office.

Form 2012 to 2020, Mr.

Sprules served as AB's chief technology officer, and since 2018 he has led the relocation of AB's Technology & Operations department to the firm's new Nashville headquarters.

Sprules became head of Infrastructure Services for Equities, managing investment operations, operational risk and technology teams.

From 2005 to 2012, Mr.

Sprules led technology for AB's Private Wealth, Institutional and Client groups.

Before joining AB, Mr.

Sprules held research analyst positions in cellular and defense product development.

Changes in Directors and Executive Officers

The following changes in our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2020:

Scott joined the Board, effective September 23, 2020.

Walthall joined the Board, effective September 21, 2021.

Lamm-Tennant joined the Board, effective October 22, 2021.

• Paul Audet departed the Board, effective September 21, 2021.

• Ramon de Oliveira departed the Board, effective October 22, 2021.

Executive Officers

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.

Dibadj was appointed CFO, effective February 12, 2021.

Weisenseel retired as CFO, effective February 12, 2021, and from AB generally, effective September 30, 2021

AllianceBernstein

Board Meetings

In 2021, the Board held regular meetings in February, May, September and November.

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

In addition, the Board convened a special joint session with the Governance Committee in October 2021.

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

3 unchanged sentences

Committees of the Board

The Executive Committee of the Board (“ Executive Committee ”) consists of Messrs.

de Oliveira (Chair), Bernstein and Pearson.

The Executive Committee exercises all of the powers and authority of the Board (with limited exceptions) when the Board is not in session, or when it is impractical to assemble the full Board.

Typically, the Executive Committee determines quarterly unitholder distributions, as applicable.

The Executive Committee held four meetings in 2020.

The Audit and Risk Committee of the Board (“ Audit Committee ”) consists of Mr.

Stonehill (Chair), Mr.

Audet and Ms.

The primary purposes of the Audit Committee are to:

Responsibilities:

• Exercises all of the powers and authority of the Board (with limited exceptions) when the Board is not in session, or when it is impractical to assemble the full Board.

• Typically, determines quarterly unitholder distributions, as applicable.

Executive Committee

Committee Members:

Joan Lamm-Tennant (Chair)

Meetings in 2021:

Responsibilities:

• Assist the Board in its oversight of:

5 unchanged sentences

• Oversee the appointment, retention, compensation, evaluation and termination of the Partnerships’ independent registered public accounting firm.

Consistent with these functions, the Audit Committee encourages continuous improvement of, and fosters adherence to, the Partnerships’ policies, procedures and practices at all levels.

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 eight regular meetings in 2020.

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

Matus (Chair) and Messrs.

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;

Process for Determining Executive Compensation” in Item 11.

Also, the Compensation Committee has established the Section 16 Subcommittee to ensure we can utilize the short-swing trading exemption set forth in Section 16b-3 under the Exchange Act.

Under this exemption, equity grants to our firm's executive officers are exempt from short-swing trading rules if each such grant is approved by the full Board or a committee of the Board consisting entirely of “non-employee” directors (generally, directors who are not officers of the company or an affiliate).

The Section 16 Subcommittee consists of Ms.

Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye and Scott.

The Governance Committee consists of Ms.

Matus (Chair) and Messrs.

Bernstein, Narayandas and Pearson.

The Governance Committee:

• Encourages continuous improvement of, and fosters adherence to, the Partnerships’ policies, procedures and practices at all levels.

• 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.

Audit and Risk Committee

Committee Members:

Charles Stonehill (Chair)

Nella Domenici Todd Walthall

Meetings in 2021:

2021 Annual Report 133

Responsibilities:

• Assists the Board and the sole stockholder of the General Partner in:

• identifying and evaluating qualified individuals to become Board members;

• determining the composition of the Board and its committees, and

• determining the composition of the Board and its committees.

• Assists the Board in:

2 unchanged sentences

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

The Governance Committee held one meeting in 2020.

Governance Committee

Committee Members:

Kristi Matus (Chair)

Das Narayandas

Meetings in 2021:

1 regular mtg.

and 1 special mtg.

For a discussion of the Compensation Committee's responsibilities, please see “Compensation Discussion and Analysis - Compensation Committee;

Process for Determining Executive Compensation” in Item 11 .

Compensation and Workplace Practices Committee

Committee Members:

Kristi Matus (Chair)

Meetings in 2021:

5 regular mtgs.

and 1 special mtg.

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

The charters are available on our Internet Site.

The charters are available in the "Responsibility - Corporate Governance" section of our Internet Site.

Audit Committee Financial Experts;

1 unchanged sentence

Audit Committee Financial Expertise

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

In May 2021, 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.

The Board so determined at its regular meeting held in May 2021.

In September 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Walthall 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 September 2021.

Financial Literacy

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

In May 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Domenici, Mr.

1 unchanged sentence

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.

The Board so determined at its regular meeting held in May 2021.

In September 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Scott is Financially Literate.

Walthall is Financially Literate.

The Board so determined at its regular meeting held in September 2021.

In October 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Lamm-Tennant is Financially Literate.

The Board so determined in October 2021.

AllianceBernstein

Independence of Certain Directors

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

In May 2021, the Governance Committee, after reviewing materials 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 September 2020, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Mr.

Scott is independent.

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

The Board determined, at its May 2021 regular meeting, that each of these directors is independent within the meaning of the relevant rules.

In September 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Walthall is independent.

The Board determined, at its September 2021 regular meeting, that Mr.

Scott is independent within the meaning of the relevant rules.

Walthall is independent within the meaning of the relevant rules.

In October 2021, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Lamm-Tennant is independent.

The Board determined, in October 2021, that Ms.

Lamm-Tennant is independent within the meaning of the relevant rules.

Board Leadership Structure and Role in Risk Oversight

The Board, together with the Governance Committee, is responsible for reviewing the Board’s leadership structure.

In determining the appropriate individuals to serve as our Chairman and our CEO, the Board and the Governance Committee consider, among other things, the composition of the Board, our company’s strong corporate governance practices, and the challenges and opportunities specific to AB.

In determining the appropriate individuals to serve as our Chair and our CEO, the Board and the Governance Committee consider, among other things, the composition of the Board, our company’s strong corporate governance practices, and the challenges and opportunities specific to AB.

Contacting our Board

Interested parties wishing to communicate directly with our Chairman or the other members of our Board may send an e-mail, with “confidential” in the subject line, to our Corporate Secretary or address mail to Mr.

de Oliveira in care of our Corporate Secretary.

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

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

Interested parties wishing to communicate directly with our Chair or the other members of our Board may send an e-mail, with “confidential” in the subject line, to our Corporate Secretary or address mail to Ms.

Lamm-Tennant in care of our Corporate Secretary.

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

Lamm-Tennant.

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

Risk Oversight

Board of Directors

The Board, together with the Audit Committee, has oversight for our company’s risk management framework, which includes investment risk, credit and counterparty risk, and operational risk (includes legal/regulatory risk, cyber security risk and climate risk), and is responsible for helping to ensure that these risks are managed in a sound manner.

Audit Committee

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 makes quarterly presentations to the Audit Committee and has reporting lines to the CEO and the Audit Committee.

Risk Management Team Chief Risk Officer

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

2021 Annual Report 135

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

Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him suited to serve as our President and CEO, while Mr.

de Oliveira’s in-depth knowledge of investment management, investment banking and insurance have proved invaluable at enhancing the overall functioning of the Board.

Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him suited to serve as our President and CEO, while Ms.

Lamm-Tennant’s in-depth industry and academic experience are invaluable at enhancing the overall functioning of the Board.

The Board believes that the combination of a separate Chairman and CEO, the Audit Committee, a specialized risk management team and significant involvement from our largest Unitholder (EQH) provide the appropriate leadership to help ensure effective risk oversight.

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In addition, the Code, together with our firm's insider trading policy, restricts employees from trading when in possession of material non-public information of any kind, which can include the existence of a significant cybersecurity incident at our firm.

Our Code of Business Conduct and Ethics may be found in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

Our Code of Business Conduct and Ethics may be found in the “Responsibility - Corporate Governance” section of our Internet Site.

We have adopted a Code of Ethics for the CEO and Senior Financial Officers, which is intended to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (“ Item 406 Code ”).

The Item 406 Code, which may be found in the “Corporate Responsibility - Corporate Governance” section of our Internet Site, was adopted in October 2004 by the Executive Committee.

The Item 406 Code may be found in the “Responsibility - Corporate Governance” section of our Internet Site.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to, or waivers from, provisions of the Item 406 Code that apply to the CEO, the CFO and the Chief Accounting Officer by posting such information on our Internet Site.

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Our Corporate Governance Guidelines (“ Guidelines ”) promote the effective functioning of the Board and its committees, promote the interests of the Partnerships’ respective Unitholders (with appropriate regard to the Board’s duties to the sole stockholder of the General Partner), and set forth a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions.

The Guidelines may be found in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

The Guidelines may be found in the “Responsibility - Corporate Governance” section of our Internet Site.

The Governance Committee is responsible for considering any request for a waiver under the Code of Business Conduct and Ethics, the Item 406 Code and the EQH Policy Statement on Ethics from any director or executive officer of the General Partner.

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.

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.

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

We include in the “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 “Corporate Responsibility - Corporate Governance” section of our Internet Site.

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

AllianceBernstein

Fiduciary Culture

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Our Section 16 filings can be found under “Investor & Media Relations - Reports & SEC Filings” on our Internet Site.

2021 Annual Report 137

Executive Compensation

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Our NEOs for 2021 are:

Bernstein President and Chief Executive Officer (" CEO ")

Weisenseel Chief Financial Officer (" CFO ")

Burke Chief Operating Officer (" COO ")

Ali Dibadj Head of Finance and Strategy

Cranch Chief Legal Officer

President and Chief Executive Officer ( “ CEO “ )

Chief Operating

Officer ( “ COO “ ) and Head of Private Wealth

Chief Legal Officer

Head of Global Technology & Operations

CFO and Head of Strategy

Compensation Philosophy and Goals

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We invest in people – we hire qualified people, train them, encourage them to give their best thinking to the firm and our clients, and compensate them in a manner designed to motivate, reward and retain them while aligning their interests with the interests of our Unitholders and clients.

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

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

• Deliver superior investment solutions to our clients;

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

AllianceBernstein

Deliver superior investment solutions to our clients:

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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 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 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 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;

In 2021, performance strengthened in both active fixed income and active equities.

In fixed income, 89% of assets were in outperforming services for the one-year period ended December 31, 2021, 72% for the three-year period and 70% for the five-year period.

In active equities, 73% of assets were in outperforming services for the one-year period, 48% for the three-year period and 75% for the five-year period ended December 31, 2021.

(This performance data reflects the percentage of active fixed income and equity assets in institutional services that outperformed their benchmark, gross of fees, and 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).

In active equity, 41% of assets were in outperforming services for the one-year period, 61% for the three-year period and 53% for the five-year period ended December 31, 2020.

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

Additionally, at year-end 2021, 76% of U.S.

Fund assets and 59% of Non-U.S.

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

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

Several of our retail fixed income and equity mutual funds with AUM greater than $1 billion placed in the top quartile of performance for the three-year period ended December 31, 2021:

retail fixed income mutual funds that placed in the top quartile (3-yrs):

• AB Intermediate Diversified Muni

• AB High Income Municipal

• AB Intermediate New York Municipal

• AB Intermediate California Municipal

• AB Municipal Bond Inflation Strategies

• AB Municipal Income National

• AB Municipal Income California Strategies

fixed income funds that placed in the top quartile (3-yrs):

• AB European Income

retail equity mutual funds that placed in the top quartile (3-yrs):

• AB Large Cap Growth

• AB Discovery Growth

• AB Small Cap Growth

• AB Sustainable Global Thematic

equity funds that placed in the top quartile (3-yrs):

• AB International Healthcare

• AB International Technology

• AB Sustainable Global Thematic

2021 Annual Report 139

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.

In 2021, we accelerated our organic growth, generating an active organic growth rate of 4.3%, primarily driven by 10.1% organic growth in active equities.

In our Retail channel, record gross sales reached $100 billion, increasing by 27% year-over-year, reflecting strong growth in the U.S.

This growth primarily resulted from active equities, which experienced gross sales of $59 billion, an increase of $23 billion, or 63%, compared to 2020.

The retail redemption rate declined to 30% in 2021 from 34% in 2020.

As a result, our Retail active equity products grew organically for a fifth consecutive year, generating $21.6 billion in net inflows, or a 20% organic growth rate.

Retail municipal net inflows increased $5.3 billion in 2021, representing a 23% organic growth rate, helping to offset $8.9 billion of taxable fixed income outflows primarily associated with our offshore global high-income funds.

In our Institutional channel, gross sales were $31.7 billion, increasing 3% compared to 2020.

The firm generated institutional active equity flows of $2.4 billion in 2021, or a 4% organic growth rate, for a fourth consecutive year of active equity organic growth.

Our pipeline of $21.5 billion in AUM increased by 76% as compared with $12.2 billion a year ago.

Active Equities and Alternatives represented over 85% 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.

In Private Wealth, gross sales in 2021 of $18.3 billion increased 28% year-over-year.

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.

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In 2021, our Sustainable Investing platform experienced strong growth, with $31.5 billion of AUM at year-end, up 91% 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.

New fund launches across our global platform included:

Sustainable Climate Solutions, Global Disruptors, Global Low Carbon, Concentrated Asia Growth, Global Equity Income, Short Duration Income, Sustainable Income, Sustainable U.S.

Thematic, Asia High Yield, Sustainable Emerging Markets Debt and Multi-Asset Income.

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 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.

Launches in 2021 included a U.S.

Commercial Real Estate Private Debt fund.

We also completed a distribution agreement with LSV Advisors to offer expanded, special situations, secondary investing to our private wealth clients, and we on-boarded 1.5 Degrees, an investment team specializing in climate-focused long/short equity.

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.

Lastly, in Bernstein Research our investments in Hong Kong and India yielded significant revenue growth in Asia in 2021 as compared with the prior year.

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:

We remain focused on managing costs to help ensure that we generate targeted incremental operating margins in the range of 45-50%, over time.

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

In 2021, we occupied 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 .

Our incremental adjusted operating margin in 2021 was 53%, above our targeted range.

Our adjusted operating margin increased to 33.6% in 2021, up 350 basis points as compared to 30.1% in 2020.

The increase resulted from an 18% increase in adjusted revenues, driven by higher base fees and higher performance-based fees, and a reduction in our adjusted compensation ratio.

In 2021, total adjusted compensation and benefits expense was 46.5% of adjusted revenues, down from 47.9% in 2020.

We provide additional information regarding our adjusted compensation ratio below in this CD&A, 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 .

AllianceBernstein

Our compensation practices are structured to help the firm realize its Growth Strategy

Deliver superior investment solutions to clients

Develop, commercialize

and scale our suite

9 Products in Private Wealth Channel, including:

US Commercial Real Estate Private Debt Fund, Real Estate Equity Plus, Global Disruptors, Relative Value, Sustainable Intermediate Duration and Sustainable US Thematic Strategies

$21.5 billion

Institutional pipeline, with >$60M in annualized fee base

$31.5 billion

ESG Portfolios with Purpose +91% year-over-year

Committed by Equitable Financial to expand AB’s Private Alternative and Private Placement Platforms

Fixed Income and Equity Performance

Maintain strong incremental margins (1)

AB Adjusted Operating Margin

Total Unitholder Return

includes dividend reinvestment)

Portfolios with Purpose:

New Sustainable launches:

Sustainable Income, Sustainable US Thematic Credit, Sustainable Climate Solutions, Global Low Carbon, Sustainable EM Debt

Gross Sales Active Equity Organic Growth Beneficial Pipeline Mix

AB’s Retail channel achieved a record of Active Equity organic growth Net Flows scaled, generated an active organic growth rate of Active Equities and Alternatives represented over

$100B 10.1% 4.3% 85%

in gross sales in 2021, +27% year-over-year in 2021 in 2021 of institutional pipeline fee base at year-end

(1) AB generated incremental adjusted operating margin of 53% in 2021, above the long-term targeted range of 45-50%.

2021 Annual Report 141

Overview of 2021 Incentive Compensation Program

When reflecting on 2021 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 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 split between 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 .)

In 2021, we instituted performance scorecards for senior leaders of the firm, including our NEOs, to shift our executives' priorities from a primarily revenue-based model to a broader leadership mindset.

Priorities included in this broader mindset, such as accelerating ESG initiatives, are aligned with firm-wide goals of creating long-term value for all of our stakeholders.

The scorecard for each NEO, including Mr.

Bernstein, reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

• Financial, including peer results, adjusted operating margin, adjusted net 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, aligned with our strategy of delivering core investment solutions, while developing high-quality differentiated services, in faster-growing geographies, responsibly, in partnership with Equitable;

• Organizational, including organizational effectiveness and efficiency, leadership impact, succession planning, developing talent, innovating and automating, and real estate utilization;

• Cultural, including employee engagement, diversity, retention and purpose.

The scorecards support management and the Compensation Committee in assessing 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.

(For additional information, please see "Compensation Committee;

Process for Determining Executive Compensation" below in this CD&A .)

Bernstein and Ms.

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Adjusted Compensation Ratio 46.5 %

AllianceBernstein

Our 2021 adjusted compensation ratio of approximately 46.5%% 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.

We have described below each NEO’s individual achievements in 2021 given each officer’s role, the contents of their respective performance scorecards and the firm's business and operational goals:

President and Chief Executive Officer

Summary of Achievements:

As President and CEO, Mr.

Bernstein led the firm to achieve strong financial results, highlighted by the firm's record 33.6% adjusted operating margin, which increased by 350 basis points.

Investment performance improved under his leadership, and he focused the firm on making progress on strategic priorities, including the growth of our private alternatives business, the advancement of our responsibility goals, and strengthening the partnership with Equitable.

Bernstein navigated the firm through another challenging environment in 2021 with a focus on our employees, bolstering culture, and prioritizing diversity and inclusion initiatives.

The culmination of these efforts delivered value for unitholders.

Individual Achievements

Financial and Investment Performance:

• Led the firm’s efforts in achieving an approximate 18% year-over-year increase in adjusted net revenues, reflecting firm-wide client net inflows of $26.1 billion, or an active organic growth rate of 4.3%.

Each of the firm’s three distribution channels grew organically in 2021.

Higher revenues coupled with expense management led to an increase in adjusted operating margin of 350 basis points to a record 33.6%.

This represented an incremental operating margin of 53%, above the firm’s targeted long-term range of 45-50%.

• Earnings per unit (“EPU”) of $3.89 in 2021 grew 34% over 2020.

• Led focus on improved investment results;

one-year performance improved significantly for both the firm’s active equity and fixed income services in 2021, with long-term performance remaining strong.

As of year-end, equity services, as a percentage of assets outperforming applicable benchmarks for the one-, three- and five-year periods achieved 73%, 48% and 75%, respectively, while fixed income services achieved 89%, 72% and 70%, respectively.

Strategic Initiatives

• Diversified future active product offerings across major asset classes through the launch of new strategies, including Growth Equity, Sustainability, Asia, Income and Emerging Markets.

• Drove progress on key strategic growth initiatives to build out our private alternatives franchise, including deployment of capital in our new European Commercial Real Estate Debt strategy and agreement with Equitable Financial to provide up to $10 billion of capital into AB’s higher quality illiquid strategies.

• Continued to strengthen overall partnership with Equitable, including working jointly to improve yield on their General Account while seeding new private alternatives strategies.

• Advanced responsibility goals by enhancing our own corporate practices, such as establishing a Board oversight framework, integrating ESG metrics into scorecards and increasing the transparency of diversity data.

Organizational Strength

• Successfully managed through another challenging year, navigating the impacts of the global pandemic.

Increased focus on employee well-being and the development of management skills necessary to thrive in a hybrid work environment.

• Advanced our headquarters transition to Nashville, hiring and onboarding new staff and completed our state-of-the-art new corporate headquarters.

• Maintained strong engagement metrics in AB’s employee survey and supported the firm’s diversity and inclusion (D&I) initiatives, including launching an asset management industry D&I working group, implementing anti-racism training globally and adding two diverse Board members.

• Completed a robust process to develop AB's Purpose and refreshed values, which will guide how we act, make decisions and measure ourselves in the eyes of all of our stakeholders.

2021 Compensation

2021 Annual Report 143

Chief Operating Officer and Head of Private Wealth

Summary of Achievements:

Burke implemented performance scorecards, oversaw our return to office worldwide, and drove momentum with a critical set of tasks essential to completing the transition to Nashville and opening our new headquarters.

As the Head of Private Wealth ( "PW" ), Ms.

Burke established a leadership team, determined a client segmentation approach and product management structure, and developed a strategy for accelerating organic growth and the investments needed to accomplish this objective.

Individual Achievements

• Led the firm’s compensation process.

The process resulted in the firm’s compensation ratio declining 140 basis points year-over-year to 46.5%, helping the firm reach its adjusted operating margin of 33.6%.

• Accelerated PW's organic growth to 3%, generating net inflows in each quarter of 2021 and five of the last six quarters overall.

• Advanced AB's operating model by increasing transparency and accountability around critical business and financial metrics through implementation of scorecards for business unit heads, quarterly business reviews and the strategic initiative process.

These management tools and processes enabled our senior leadership to manage the overall business more holistically and effectively.

Burke’s leadership, scorecards for business unit heads were utilized for the first time across AllianceBernstein, enhancing collaboration among senior leaders to support enterprise initiatives around expanding product, distribution, and infrastructure capabilities and advancing AB's talent and cultural initiatives.

• Oversaw the evolution of PW’s investment platform with a focus on expanding the lineup of differentiated core strategies, alternatives offerings, and “purpose-driven” (ESG) strategies.

Complemented our high-quality active management strategies by introducing a passive tax-loss-harvesting separately managed account and ran the most aggressive product roll-out in PW history:

10 product launches across core and alternative strategies.

PW's alternatives AUM grew to $11 billion, up 18% Y/Y.

PW's ESG AUM grew to $6.9 billion, up 55.5% Y/Y in 2021.

Organizational

• Continued to hire, onboard, and train 259 new employees in Nashville, despite ongoing challenges from the pandemic, which resulted in 974 employees in Nashville at year-end, and enabled the firm to maintain its pace to achieve 1,250 employees there by 2024.

• Oversaw AB's response to the pandemic and our firm's return-to-office approach, which included marshaling resources across the firm to execute a coordinated global response, enabling the firm to seamlessly meet fiduciary obligations and provide exceptional client service and investment advice, while also prioritizing the health and well-being of AB's 4,085 employees.

• Led efforts to reimagine the workplace and ensure the firm’s culture remained intact while evolving into a hybrid work environment.

• Fostered stronger AB employee engagement while also delivering concrete actions that resulted in a more diverse workforce, including enhancing AB's diverse talent development and retention efforts.

2021 Compensation

AllianceBernstein

CFO and Head of Strategy

Summary of Achievements:

Dibadj oversaw the delivery of balanced financial targets, communicated our progress internally and externally, and ensured engagement and continuous improvement of a strong Finance function.

As Head of Strategy, Mr.

Dibadj identified and catalyzed important developments and improvements at AB, led our growth-focused M&A / partnership /seeding advancements, and helped drive our culture firm-wide.

Individual Achievements

• Balanced the firm's revenues, expenses and cash through a disciplined process to advance AB's adjusted margin to 33.6% for the year, beat its incremental margin target and increase unitholder distributions by +34% year-over-year.

• Led the revamp of our investor and analyst relations with broader outreach, more effective communication, and improved messaging, which contributed to AB's strong total unitholder return.

• Improved AB’s financial processes through enhanced accounting, tax, treasury, and financial planning & analysis procedures.

• Executed on commercial synergies with Equitable, leading over a dozen teams across both organizations, including the delivery of an important $10B seed capital commitment from Equitable Financial to AB.

• Supported the acceleration of our seed investment program, alongside our firm's Client Group.

• Collaborated with business units to deliver on acquisition and partnership goals in responsible investing and alternatives.

• Activated change throughout the organization, including catalyzing client segmentation, designing new product development processes and jumpstarting M&A/partnership procedures.

Organizational

• Revamped the firm's quarterly business review procedures, co-developed with Ms.

Burke our performance scorecards, improved our compensation analysis systems and developed our strategic initiatives prioritization process.

• Digitized financial information delivery, analysis and dashboards for AB and Strategic Business Units.

• Deepened relationships with key external partners, including clients, consultants, investors, analysts and the media, among others.

• Sponsored AB’s important efforts on Purpose, Mission and Values ( as discussed above in Item 1 ), alongside our responsibility team.

• Engaged in firm-wide Town Halls, small group meetings, and mentorship within each of our business units to communicate our culture, articulate our strategy, champion diversity & inclusion, and support our employees during a challenging pandemic.

2021 Compensation

2021 Annual Report 145

Head of Global Technology & Operations

Summary of Achievements:

As Global Head of Technology & Operations (GTO), Mr.

Sprules led the opening of our Nashville office and chaired our Pandemic Response Team.

He rigorously managed Technology and Operations expenses and delivered on a broad portfolio of strategic firm initiatives.

Individual Achievements

• Managed the Technology & Operations expenses down to less than 11% of revenue.

• Led AB’s Technology, Operations, Security, and Real Estate teams globally and managed the infrastructure expense ratio down to its lowest level in 10 years while supporting business development and growth.

Sprules completed the reorganization and consolidation of the GTO leadership team and advised the Board, other NEOs, and the Operating Committee on the use of technology to gain competitive business advantage.

• Continued to increase our operational efficiency by creating programs that drove down error rates, reduced onboarding risk, automated operational work and increased service levels.

• Advised other NEOs and the Operating Committee on the technical and operational feasibility of our strategic growth initiatives, and provided staffing, infrastructure and oversight for new initiatives throughout the year.

• Pivoted the focus of our security infrastructure from defense to defense and response, providing thought leadership on security infrastructure architecture, developing maturity models for business unit assessment of response preparedness and reporting to the Board and other NEOs on our security posture.

Organizational

• Led the team responsible for opening our new corporate headquarters in Nashville.

This brought together multidisciplinary teams of thought leaders in design, construction, redundance, security, technology and collaboration to create a state-of-the-art work environment.

• Chaired the AB COVID-19 Pandemic Repose Team.

This cross-functional leadership team focused on maintaining firm-wide operating efficiency while keeping our employees safe.

Sprules led the response to virus variant surges and advised business unit heads on the impact of extended work from home.

• Produced the Nashville Beat, a recurring Town Hall program designed to engage new and tenured Nashville staff as we transitioned to a hybrid work environment.

• Co-lead H-Labs, a joint venture between AB and Equitable focused on accelerating innovation and collaboration.

2021 Compensation

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Chief Legal Officer

Summary of Achievements:

Cranch was responsible for managing the legal and compliance department, overseeing all legal affairs for the firm.

Cranch successfully planned and implemented the transition of the leadership of this department to the firm’s General Counsel, Mark Manley, as a result of his retirement at the end of 2021.

Individual Achievements

• Continued to successfully control outside counsel expenses with respect to ongoing and routine legal matters.

• Successfully completed the transition of leadership of the Legal and Compliance Department.

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

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

• 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.

Organizational

• Completed the relocation of nearly all of the New York Legal and Compliance department to Nashville, including the retention of the employees who relocated, and the recruitment of qualified individuals to fill remaining senior positions in Nashville.

• Implemented compliance solutions in response to new compliance requirements that became effective in 2021.

• Stressed the importance of our fiduciary culture through compliance and workplace practices training.

2021 Compensation

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

Bernstein’s judgment, with respect to each executive other than himself) in assessing the importance of the executive's achievements in the context of our firm’s adjusted financial results and progress in advancing our Growth Strategy.

2021 Annual Report 147

Compensation Committee;

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Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye, Pearson and Scott.

The Compensation Committee held four regular meetings in 2020.

Kaye, Pearson and Scott.

The Compensation Committee held five regular meetings and one special meeting in 2021.

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, Kaye and Scott).

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

Kaye and Scott).

This “Section 16 Sub-Committee” approves awards of restricted AB Holding Units to NEOs to ensure we can utilize the short-swing trading exemption set forth in Section 16b-3 under the Exchange Act.

The Compensation Committee has general oversight of compensation and compensation-related matters, including:

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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.

Management accomplished these reviews during regular meetings of the Compensation Committee held in February, May, September, October and November 2021.

The Committee also held a special meeting in November 2021.

The Compensation Committee approved the firm's final year-end compensation recommendations during its special meeting held in November 2021 and affirmed its approval in December 2021.

The Compensation Committee did not retain its own consultants in 2021.

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 .

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

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Benchmarking Data

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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

JP Morgan Asset Management MFS Investment Management

Morgan Stanley Invest.

Neuberger Berman Group Nuveen Investments / TIAA

PIMCO LLC Prudential Investments T.

Rowe Price, Inc.

The Vanguard Group, Inc.

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 2021 Benchmarking Data indicated that the total compensation paid to each of our NEOs in 2021 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 2021 to our NEOs were appropriate and reasonable.

Other Factors Considered When Determining NEO Compensation

For 2020, Mr.

Bernstein and Ms.

Burke, and the Compensation Committee, based decisions about the incentive compensation of our NEOs primarily on an assessment of each executive’s leadership, operational performance and potential to enhance investment returns and service for clients, all of which contribute to long-term Unitholder value.

Quantitative formulas are not utilized when determining the incentive compensation of our NEOs.

Bernstein and Ms.

Burke, and the Compensation Committee, rely on judgment about each executive’s performance in light of business and operational goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm and the firm's progress in advancing its Growth Strategy.

Bernstein and Ms.

Burke begin the award determination process, working with other members of senior management, by determining the total incentive compensation amounts available for a particular year ( as more fully explained above in “Overview of 2020 Incentive Compensation Program” ).

Bernstein and Ms.

Burke, and the Compensation Committee, then consider many key factors for each of the NEOs.

Specific factors will vary among business units, among individuals and during different business cycles, so we do not adopt any specific weighting or formula under which these metrics are applied.

Key factors are:

• the firm’s financial performance in the current year and the executive's contribution to such financial performance;

• the firm's progress in advancing its Growth Strategy;

• the NEO's performance compared to individual business and operational goals established at the beginning of the year;

• total compensation awarded to the NEO in the prior year;

• the increase or decrease in the current year’s total incentive compensation amounts available;

• the nature, scope and level of responsibilities of the NEO;

• the NEO’s execution of our firm’s culture of Relentless Ingenuity;

• the NEO’s management effectiveness, talent development, focus on diversity and inclusion initiatives, and adherence to risk management and regulatory compliance.

Bernstein and Ms.

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.

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

• Leadership, responsibility and performance as President and CEO.

Individual Achievements

• 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

• 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

• 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 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.

• 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

• 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.

Compensation Elements for NEOs

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These bonuses, and the 2021 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 .

In respect of 2021, Mr.

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We utilize this structure to align our NEOs’ long-term interests directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in AUM and improved financial performance for the firm.

We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our NEOs because such awards generally vest ratably over four years.

For 2020 performance, these awards were granted in December 2020 to each of Ms.

2021 Annual Report 149

We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our NEOs because such awards generally vest ratably over time;

awards granted in 2021 generally vest in equal portions over three years, while awards granted in prior years generally vest over four years.

We reduced the vesting period for awards in 2021 to help ensure our compensation framework remains highly competitive.

For 2021 performance, awards were granted in December 2021 to each of Ms.

Burke and Messrs.

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 ”).

Bernstein, Dibadj, Sprules and Cranch pursuant to the AB 2021 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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An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition, and restrictions on employee and client solicitation.

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.

Additionally, the award agreement 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.

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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In December 2021, 2020 and 2019, 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.

Bernstein, on behalf of the Compensation Committee, advised each executive employed in December 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 2022.

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 awards to Messrs.

Cranch and Weisenseel vested on a pro-rata basis in connection with their respective retirements in 2021.

Chief Legal Officer Retirement Agreement

As announced in a Form 8-K we filed on May 4, 2021, Mr.

Cranch retired from AB, effective December 31, 2021 (the " LC Retirement Date ").

He has transitioned his responsibilities to Mark Manley, who as of January 1, 2022, is leading our firm's Legal and Compliance Department as Global Head of Compliance and General Counsel.

The compensatory benefits under the retirement agreement to which Mr.

Cranch is entitled include:

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

Cranch's election, delivery on December 31, 2027, of 121,569 AB Holding Units, which represents a pro rata vesting through the LC Retirement Date of the restricted AB Holding Units described immediately above in "Relocation-related Performance Awards;" and

• for a period of 26 weeks after the LC Retirement Date, his base salary shall continue to be paid, through regular payroll on regular payroll dates, at the rate of $400,000 (less applicable tax withholding and other payroll deductions).

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Former CFO Retirement Agreement

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

Weisenseel retired from AB, effective September 30, 2021 (the " JW Retirement Date ").

He transitioned his Finance responsibilities to Mr.

Dibadj, who assumed the role of CFO, effective as of February 12, 2021.

Weisenseel served in a senior advisory role from February 12, 2021 until the JW 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.

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

• the vesting on the JW 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 JW Retirement Date of the restricted AB Holding Units described immediately above in "Relocation-related Performance Awards;" and

• until the JW 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 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.

With respect to 2021, the Compensation Committee determined in November 2021 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

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For the reasons set forth below , we have determined that our current compensation practices do not create risks that are reasonably likely to have a material adverse effect on our firm.

2021 Annual Report 151

As described above in “Compensation Elements for NEOs – Long-Term Incentive Compensation Awards,” long-term incentive compensation awards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the ultimate value that the employee derives from the award depends on the long-term performance of the firm.

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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 initial term automatically was extended for one additional year on May 1, 2020 and automatically extends 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, Mr.

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

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

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

Bernstein's individual achievements during 2021, 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 $3,835,000 during December 2020.

Bernstein with a grant

AllianceBernstein

date fair value equal to $5,225,000 during November 2021.

The Compensation Committee determined Mr.

Bernstein's equity award based on the review process described above .

Bernstein's equity award based on the review process described immediately above .

As a result of the SPB First Amendment, the equity award granted to Mr.

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Bernstein is terminated without “cause” or resigns for “good reason” (as such terms are defined in the CEO Employment Agreement), and he signs and does not revoke a waiver and release of claims, he will receive the following:

Bernstein resigns for "good reason," a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;

Bernstein's employment is terminated other than for "cause," or because of his death or disability, a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount, multiplied by 1.5;

• A cash payment equal to (a) the sum of his current base salary and his bonus opportunity amount, multiplied by one (1), if Mr.

Bernstein resigns for "good reason," or (b) the sum of his current base salary and his bonus opportunity amount, multiplied by one and a half (1.5), if Mr.

Bernstein's employment is terminated other than for "cause," or because of his death or disability;

Bernstein's employment terminated as specified above prior to May 1, 2021, immediate vesting of the outstanding portion of the equity award he was granted in May 2017;

Bernstein's employment terminated as specified above prior to May 1, 2021, delivery of AB Holding Units in respect of the equity award he was granted in May 2017 (subject to any withholding requirements);

• a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;

immediate vesting of the outstanding portion of the equity award he was granted in May 2017;

delivery of AB Holding Units in respect of the equity award he was granted in May 2017 (subject to any withholding requirements);

• monthly payments equal to the cost of COBRA coverage for the COBRA coverage period;

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If, during the 12 months following a change in control, Mr.

Bernstein is terminated without cause or resigns for good reason, he will receive the amounts described above, except that he will receive a cash payment equal to two times the sum of (a) his current base salary and (b) his bonus opportunity amount.

In the event of a change in control or in the event that Mr.

Bernstein’s employment is terminated because the CEO Employment Agreement is not renewed (other than for cause), the equity award he was granted in May 2017 will immediately vest and AB Holding Units in respect of any such award will be delivered by AB to him (subject to any withholding obligations).

Bernstein is terminated without cause or resigns for good reason, he will receive the amounts described above, except that he will receive a cash payment equal to two (2) times the sum of his current base salary and his bonus opportunity amount.

Had a change in control occurred or had Mr.

Bernstein's employment been terminated because the CEO Employment Agreement had not been renewed (other than for cause) prior to May 1, 2021, the equity award he was granted in May 2017 would have immediately vested and AB Holding Units in respect of such award would have been delivered by AB to him (subject to any withholding obligations).

In the event any payments constitute “golden parachute payments” within the meaning of Section 280G of the Code and would be subject to an excise tax imposed by Section 4999 of the Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr.

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Bernstein with effective incentives for future performance.

2021 Annual Report 153

The Board, AXA and EQH also concluded that the change-in-control and termination provisions in the CEO Employment Agreement fit within AB’s overall compensation objectives because these provisions, which align with AB’s goal of providing its executives with effective incentives for future performance, also:

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Compensation awarded by EQH to Mr.

In 2020, the board of directors of EQH granted to Mr.

Bernstein, Ms.

Burke and Mr.

In February 2021, EQH granted to Mr.

Bernstein, in connection with his membership on the EQH Management Committee:

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $340,000;

• a performance share award (for EQH common stock) 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;

• stock options (for EQH common stock) with a grant date fair value of $250,003.

Bernstein may receive additional equity or cash compensation from EQH in the future related to his service on the EQH Management Committee.

• a performance share award (for EQH common stock) with a grant date fair value of $510,000, which can be earned subject to EQH’s total shareholder return relative to its peer group.

Additionally, in February 2021, EQH granted to each of Ms.

Burke and Mr.

Dibadj, in connection with their membership on the EQH Management Committee:

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $40,000;

• a performance share award (for EQH common stock) with a grant date fair value of $60,000, which can be earned subject to EQH’s total shareholder return relative to its peer group.

Bernstein, Ms.

Burke and Mr.

Dibadj may receive additional equity or cash compensation from EQH in the future related to their service on the EQH Management Committee.

CEO Pay Ratio

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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 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.

employees during our 2021 fiscal year based on the average monthly exchange rates for the 12-month period ending September 30, 2021 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S.

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.

6 unchanged sentences

All other compensation ($) (2)

142,813 1,550

Total ($) 12,292,813 156,550

2021 CEO Pay Ratio

_____________________

(1) Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $5,225,000 and (ii) awards granted by EQH with an aggregate grant date fair value of $850,000, as more fully described above in “Compensation awarded by EQH to Mr.

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The median employee's other compensation consists of a $1,550 profit sharing plan contribution.

AllianceBernstein

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.

Kristi Matus (Chair) Paul Audet

Ramon de Oliveira Daniel Kaye

Kristi Matus (Chair) Daniel Kaye

Mark Pearson Bertram Scott

2021 Annual Report 155

Summary Compensation Table for 2021

Total compensation of our NEOs for 2021, 2020 and 2019, as applicable, is as follows:

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

Name and Principal Position Year Salary

($) Stock Awards (1)(2)

Option Awards (3) ($)

Compensation ($) Total($)

Bernstein (4)(5)

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2021 400,000 2,275,000 1,925,000 — 15,455 4,615,455

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

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

Chief Operating Officer and 2020 300,000 1,665,000 1,285,000 — 19,517 3,269,517

Head of Private Wealth 2019 300,000 1,415,000 1,035,000 — 60,716 2,810,716

Ali Dibadj (6)(7)

2021 400,000 2,025,000 1,675,000 — 15,130 4,115,130

Head of Finance and Strategy

CFO & Head of Strategy 2020 400,000 945,000 665,000 14,880 2,024,880

Karl Sprules (8)

2021 400,000 1,725,000 1,275,000 — 42,040 3,442,040

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

Head of Global Technology and Operations

2021 400,000 1,025,000 575,000 — 18,208 2,018,208

Weisenseel (6)

Chief Legal Officer 2020 400,000 940,000 660,000 — 17,958 2,017,958

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

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

Weisenseel (10)

2021 288,462 — — — 338,719 627,181

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

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

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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.

(2) See “Grants of Plan-Based Awards in 2021” below .

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

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Bernstein's Employment Agreement" and "Compensation Awarded by EQH to Mr.

Bernstein" above for a description of Mr.

Bernstein, Ms.

Burke and Mr.

Dibadj" above in CD&A for a description of Mr.

Bernstein's compensatory elements.

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Bernstein received from EQH in February 2020.

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.

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

Cranch and Mr.

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.

(6) The "Stock Awards" column for 2021 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,000) and the performance share award (grant date fair value of $60,000) Ms.

Burke and Mr.

Dibadj each received from EQH in February 2021.

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

Dibadj as he was not deemed to be a named executive officer in that year.

(8) We have not provided 2020 or 2019 compensation for Mr.

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

Sprules as he was not deemed to be a named executive officer in those years.

Cranch retired as our firm's Chief Legal Officer on December 31, 2021.

Weisenseel retired as our CFO in February 2021 and from our firm generally on September 30, 2021.

AllianceBernstein

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

For 2021, this column includes the following:

Name Personal Use of Car and Driver

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

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

Name Personal

($) Contributions

($) Other (2)

Bernstein 124,725 (1)

14,500 3,564 — 24

Burke — 14,500 955 — —

Ali Dibadj — 14,500 630 — —

Karl Sprules — 14,500 2,610 24,930

Cranch — 14,500 3,708 — —

Weisenseel — — 1,881 — 336,838

________________________________________________________________________________________________________________________

(1) The amount reflects the incremental cost to us attributable to commuting and other non-business use.

We made available to Mr.

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

Bernstein a car and driver for security and business purposes.

Car and driver services were contracted through a third party.

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(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.

Weisenseel includes severance of $336,538 and a phone stipend of $300;

the amount for Mr.

Bernstein represents a phone stipend.

Grants of Plan-Based Awards in 2021

Grants of awards under the 2017 Plan, our equity compensation plan, during 2021 made to our NEO are as follows (we also discuss awards issued by EQH to Mr.

Name Grant Date All Other Stock Awards:

Number of Shares of Stock

or Units (#) Grant Date Fair Value

of Stock Awards (1) ($)

Bernstein, Ms.

Burke and Mr.

Name Grant Date All Other

Stock Awards:

Number of Shares

(#) Grant Date

Bernstein (2)(3)

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2/17/2021 1,436 40,000

2/17/2021 1,925 60,000

Ali Dibadj (2)(3)

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2/17/2021 1,436 40,000

Weisenseel (2)

2/17/2021 1,925 60,000

Karl Sprules (2)

12/10/2021 25,030 1,275,000

12/10/2021 11,288 575,000

Weisenseel (2)

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

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These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2021 and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2021 Fiscal Year-End Table.

(3) In February 2020, EQH granted to Mr.

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.

(3) In February 2021, EQH granted to each of Mr.

Bernstein, Ms.

Burke and Mr.

Dibadj (i) a restricted stock unit award with a grant date fair value of $340,000, $40,000, and $40,000, respectively, and (ii) a performance share award with a grant date fair value of $510,000, $60,000, and $60,000, respectively, which can be earned subject to EQH's total shareholder return relative to its peer group.

2021 Annual Report 157

In 2021, 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, 2021, the date as of which the Compensation Committee approved the awards.

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Matus (Chair) and Messrs.

Audet, de Oliveira, Kaye, Pearson and Scott;

Kaye, Pearson and Scott;

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

Matus (Chair) and Messrs.

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.

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 2021 Incentive Compensation Program" and "Compensation Elements for NEOs" above.

Outstanding Equity Awards at 2021 Fiscal Year-End

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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

or Units of Stock That

Have Not Vested (#) Market

Value of Shares or

Stock That Have Not Vested (8) ($)

Name Number of

(#) Number of

Unexercisable

Date Number of

Bernstein (1)(2)(3)(5)

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16,357 536,346

Burke (4)(5)(6)

— — — — 239,774 11,710,573

Ali Dibadj (4)(5)(7)

— — — — 46,456 2,268,916

Karl Sprules (8)

— — — — 228,117 11,141,251

Weisenseel (7)

— — — — 44,369 2,166,967

Weisenseel (10)

— — — — 42,228 2,062,429

(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.

Bernstein in May 2017 vests ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr.

Bernstein continues to be employed by AB on the vesting date.

Bernstein elected to delay delivery of all of the restricted AB Holding Units until May 1, 2021, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment.

Additionally, Mr.

Bernstein was awarded:

1 unchanged sentence

(ii) 119,471 restricted AB Holding Units in December 2020, of which 25% vested on December 1, 2021, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

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.

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

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

For further information, see “Overview of Mr.

Bernstein's Employment Agreement” above .

(2) EQH awarded to Mr.

(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.

(2) EQH restricted stock unit awards, which are described for Mr.

Bernstein in the second line of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period.

EQH performance share awards, which are described in the third line of data in the above table, cliff vest on the third anniversary of grant date subject to meeting the applicable performance criteria.

In February 2021, 2020 and 2019, EQH granted to Mr.

Bernstein (i) a restricted stock unit award with a grant date fair value of $340,000, $250,019 and $250,010, respectively, and (ii) a performance share award with a grant date fair value of $510,000, $500,031 and $500,016.

The performance share award granted in 2021 can be earned subject to EQH's total shareholder return relative to its peer group.

Approximately half of the performance share awards granted in each of 2020 and 2019 can be earned subject to EQH's performance against specified non-GAAP financial targets (specifically, non-GAAP return-on-equity targets), while the other half can be earned subject to EQH's total shareholder return relative to its peer group.

(3) The option awards described in the table were issued by EQH and 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.

The expected EQH dividend rate is based on market consensus.

EQH share price volatility is estimated on the basis of implied volatility, which is checked by EQH against an analysis of historical volatility to ensure consistency.

The effect of expected early exercise is accounted for through the use of an expected life assumption based on historical data.

AllianceBernstein

(4) EQH restricted stock unit awards, which are described for each of Ms.

Burke and Mr.

Dibadj in the second line of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period.

In February 2021, EQH granted to each of Ms.

Burke and Mr.

Dibadj (i) a restricted stock unit award with a grant date fair value of $40,000 and (ii) a performance share award with a grant date fair value of $60,000, which can be earned subject to EQH's total shareholder return relative to its peer group.

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

Bernstein by EQH, please see "Compensation awarded by EQH to Mr.

Bernstein" above.

Bernstein, Ms.

Burke and/or Mr.

Dibadj by EQH, please see "Compensation awarded by EQH to Mr.

Bernstein, Ms.

Burke and Mr.

Dibadj" above in CD&A.

Burke was awarded:

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

(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.

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

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

For additional information regarding Ms.

Burke's award granted in April 2018, please see "Relocation-related Performance Awards" above in CD&A.

Dibadj was awarded (i) 30,919 restricted AB Holding Units in December 2021, which are scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

and (ii) 20,717 restricted AB Holding Units in December 2020, 25% of which vested on December 1, 2021, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024.

Sprules was awarded 25,030 restricted AB Holding Units in December 2021, which are scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

and 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022.

For additional information regarding Mr.

Sprules's award granted in April 2018, please see "Relocation-related Performance Awards" above in CD&A.

Cranch was awarded:

2 unchanged sentences

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

(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.

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

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.

(i) 26,247 restricted AB Holding Units in December 2020, of which 25% vested on December 1, 2021, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

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

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

(11) The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $48.84, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2021, the last trading day of AB's last completed fiscal year.

Option Exercises and AB Holding Units Vested in 2021

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

AB Holding Units held by our NEOs that vested during 2021 are as follows (amounts for Mr.

Cranch (121,569 AB Holding Units) and Mr.

Weisenseel (113,266 AB Holding Units) include AB Holding Units awarded in April 2018 that vested in 2021 pursuant to their respective retirement agreements;

please see "Chief Legal Officer Retirement Agreement" and "Former CFO Retirement Agreement" above in CD&A for additional information):

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

Vesting (#) Value Realized on

Name Number of AB Holding Units Acquired on Exercise

(#) Value Realized

($) Number of AB

Holding Units

(#) Value Realized

Bernstein — — 143,294 6,875,884

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Ali Dibadj — — 5,179 258,697

Karl Sprules — — 30,078 1,502,400

Cranch — — 145,244 7,119,978

Weisenseel — — 142,911 7,096,490

2021 Annual Report 159

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, 2021 are as follows:

Name and Reason for Employment Termination Cash

Payments (1) ($)

Acceleration of Restricted

Name and Trigger Event Cash

Acceleration of

AB Holding Unit

Awards (2) ($)

Other Benefits (3) ($)

Change in control — 14,613,265 —

28 unchanged sentences

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)

— 2,268,916 —

Termination by AB without cause;

death or disability (2018 RSU award) (8)

— 2,992,932 —

Weisenseel (9)

Change in control — 11,141,251 —

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 —

Sprules for good reason, or termination due to death or disability 4,250,000 11,141,251 —

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

death or disability under ICAP (2)

excludes 2018 RSU award (2)

— 3,727,192 —

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— 3,203,337 —

_________________________________________________________________________________________________________________

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

Retirement 200,000 5,937,430 —

Weisenseel (9)

Retirement 93,750 5,531,911 —

(1) It is possible that each NEO could receive a cash severance payment on the termination of his or her employment that is not contemplated in the CIC Plan.

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.

Bernstein are described in the CEO Employment

AllianceBernstein

The amounts shown for Ms.

Dibadj and Mr.

Sprules in the event of a change in control coupled with termination of employment are described in the CIC Plan.

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.

Cranch is taken from his retirement agreement, into which he entered in May 2021 and with respect to which his actual retirement date was December 31, 2021.

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 actual retirement date was 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 .

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(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 .

Cranch's compensatory benefits under his retirement agreement, please refer to, "Chief Legal Officer Retirement Agreement" above in CD&A .

For information relating to Mr.

Weisenseel's compensatory benefits under his retirement agreement, please refer to "Former CFO Retirement Agreement" above in CD&A .

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 ($)

Bernstein, Ms.

Dibadj would have been entitled upon a change in control of EQH or the specified qualifying events of termination of employment as of December 31, 2021 are as follows (these amounts would be payable by EQH):

Reason for Employment Termination Acceleration of EQH Option

and Share Awards

Disability (1)

1 unchanged sentence

Change in control (without termination of employment) (3)

Involuntary termination of employment or termination by Mr.

Involuntary termination of employment or termination by

Bernstein for good reason (no change in control) (3)

_________________________________________________________________________________________________________________

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

(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.

Disability (1)

Involuntary termination (no change in control) —

Change in control (without termination of employment) (3)

Involuntary termination of employment or termination by

Burke for good reason (no change in control) (3)

Disability (1)

Involuntary termination (no change in control) —

Change in control (without termination of employment) (3)

Involuntary termination of employment or termination by

Dibadj for good reason (no change in control) (3)

(1) Reflects the combined value, as of December 31, 2021, associated with awards granted by EQH to Mr.

Bernstein (since 2018), Ms.

Burke (beginning in 2021) and Mr.

Dibadj (beginning in 2021), including a transaction incentive award in 2018 (Mr.

Bernstein only);

option awards

2021 Annual Report 161

Bernstein only);

restricted stock unit awards;

and performance share awards.

For additional information regarding these awards, please see the Summary Compensation Table in 2021, the Grant of Plan-based Awards table in 2021 and the Outstanding Equity at 2021 Fiscal Year End table above in this Item 11.

2 unchanged sentences

(3) Reflects, as of December 31, 2021, (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.

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

Bernstein's transaction incentive award in 2018 and (iii) restricted stock unit awards and performance share awards granted to Mr.

Bernstein (in 2021, 2020 and 2019) and to Ms.

Burke and Mr.

Dibadj (in 2021) based on the terms and conditions of these awards.

Director Compensation in 2021

During 2021, 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

Name Fees Earned or Paid in Cash

Awards (1)(2)

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

Paul Audet 108,500 170,000 278,500

Joan Lamm-Tennant (3)

27,011 99,200 126,211

Nella Domenici 100,000 170,000 270,000

4 unchanged sentences

Charles Stonehill 125,000 170,000 295,000

Todd Walthall (4)

28,444 112,200 140,644

Ramon de Oliveira (5)

110,750 170,000 280,750

Paul Audet (6)

74,557 170,000 244,557

(1) The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2021, was:

Lamm-Tennant, 1,806 AB Holding Units;

Domenici, 13,438 AB Holding Units;

Matus, 15,844 AB Holding Units;

for each of Messrs.

de Oliveira and Kaye, 14,694 AB Holding Units;

for each of Messrs.

Audet and Narayandas, 15,451 AB Holding Units;

Kaye, 30,283 AB Holding Units;

Narayandas, 26,249 AB Holding Units;

Scott, 8,060 AB Holding Units;

Stonehill, 16,904 AB Holding Units;

Walthall, 2,208 AB Holding Units.

(2) Reflects 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.

Independent Director Compensation

The Board has approved the compensation elements described immediately below for Independent Directors and has agreed to re-consider such compensation elements periodically:

(3) AB Holding Unit award value prorated based on the date as of which Ms.

Lamm-Tennant joined the Board.

(4) AB Holding Unit award value prorated based on the date as of which Mr.

Walthall joined the Board.

de Oliveira resigned from the Board in October 2021.

As described below in "Independent Director Compensation," previously unvested AB Holding Units awarded to Mr.

de Oliveira were delivered as soon as administratively feasible following Mr.

de Oliveira's resignation from the Board.

Audet retired the Board in September 2021.

As described below in "Independent Director Compensation," previously unvested AB Holding Units awarded to Mr.

Audet were delivered as soon as administratively feasible following Mr.

Audet's retirement from the Board.

AllianceBernstein

Independent Director Compensation Elements

The Board approved the compensation elements described immediately below for Independent Directors during its regular meeting held in May 2021 and has agreed to re-consider such compensation elements bi-annually:

• an annual retainer of $90,000 (paid quarterly after any quarter during which an Independent Director serves on the Board;

annual retainers relating to Committee service, as described below , are paid quarterly in arrears as well);

• a fee of $5,000 for participating in any meeting of the Board, whether in person or by telephone, in excess of the four regularly-scheduled Board meetings each year;

• a fee of $2,000 for participating in any meeting of any duly constituted committee of the Board, whether in person or by telephone, in excess of the number of regularly-scheduled committee meetings each year ( i.e.

, 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 Chair of the Board;

3 unchanged sentences

• an annual retainer of $12,500 for serving as a member of the Audit Committee;

• an annual retainer of $6,000 for serving as a member of the Executive Committee;

• an annual retainer of $9,000 for serving as a member of the Compensation Committee;

1 unchanged sentence

• 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 2020, the Board granted to each Independent Director then serving (which included Mses.

The Board also 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.

Audet, de Oliveira, Kaye, Narayandas, Scott and Stonehill) 3,918 restricted AB Holding Units.

The number of AB Holding Units granted was determined by dividing the $170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May 2021 Board Meeting, or $43.40 per unit.

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, 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.

These awards vest ratably on each of the first four anniversaries of the grant date.

Additionally, the Board granted to Ms.

Lamm-Tennant, who joined the Board as of October 22, 2021, 1,806 restricted AB Holding Units.

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

Lamm-Tennant joined the Board) by the closing price of an AB Holding Unit on October 22, 2021, or $54.94 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 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.

Domenici joined the Board) by the closing price of an AB Holding Unit on January 2, 2020, or $30.23 per unit.

Also, at the regular meeting of the Board held in September 2021, the Board granted to Mr.

Walthall, who joined the Board as of September 21, 2021, 2,208 restricted AB Holding Units.

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

Walthall joined the Board) by the closing price of an AB Holding Unit on September 22, 2021, or $50.82 per unit.

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

2 unchanged sentences

Equity grants to Independent Directors generally are made at the May meeting of the Board.

The date of the May meeting is set by the Board the previous year.

The date of the May meeting is set by the Board at least a year in advance.

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

1 unchanged sentence

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

Independent Director AB Holding Unit Ownership Guidelines

Each Independent Director, by the later of five years from the initial implementation date of these guidelines (February 2018) and the date as of which the director's tenure on the Board begins, shall accumulate, either through accumulating AB Holding Units awarded by the Board or purchasing Units on the open market, AB Holding Units with a market value equal to five (5) times the director's annual retainer.

Each Independent Director must maintain this ownership level for the duration of the director's tenure on the Board.

As of December 31, 2021, each Independent Director then serving either complied with this policy or was on track to do so within the allotted time.

2021 Annual Report 163

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

2 unchanged sentences

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

options, warrants

and rights Weighted average

exercise price

of outstanding

options, warrants

and rights Number of

Equity compensation plans approved by security holders 5,774 $ 20.12 31,890,916

1 unchanged sentence

Total 5,774 $ 20.12 31,890,916

________________________________________________________________________________________________________________________

(1) All AB Holding Units remaining available for future issuance will be issued pursuant to the 2017 Plan, which was approved during a Special Meeting of AB Holding Unitholders held on September 29, 2017.

2 unchanged sentences

Principal Security Holders

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.

As of December 31, 2021, 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 May 14, 2021, pursuant to the Exchange Act.

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

1 unchanged sentence

Beneficial Ownership

Reported on Schedule Percent of Class

Reported on Schedule Percent of

Equitable Holdings (1)

2 unchanged sentences

170,121,745 (1)

________________________________________________________________________________________________________________________

(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.

1 unchanged sentence

As of December 31, 2021, AB Holding was the record owner of 99,271,727, or 36.6%, of the issued and outstanding AB Units (or 36.2% including the 1% general partnership interest held by EQH).

AllianceBernstein

As of December 31, 2021, 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:

1 unchanged sentence

Holding Units and

Nature of Beneficial

Ownership Percent of Class

Ramon de Oliveira (1)

Joan Lamm-Tennant (1)

Bernstein (1)(2)

Audet 22,331 *

Domenici 13,438 *

3 unchanged sentences

Stonehill (1)

Todd Walthall 2,208 *

Ali Dibadj (1)(4)

Karl Sprules (1)(5)

Cranch (1)(6)

Weisenseel (1)(6)

All directors and executive officers as a group (16 persons) (7)

1,571,703 1.6%

________________________________________________________________________________________________________________________

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

(1) Excludes AB Holding Units beneficially owned by EQH and its subsidiaries.

Matus and Messrs.

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.

Lamm-Tennant and Matus, and Messrs.

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

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

(2) Includes 441,476 restricted AB Holding Units that have not yet vested or with respect to which Mr.

9 unchanged sentences

Dibadj's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2021” and “Outstanding Equity Awards at 2021 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.

(5) Includes 228,117 restricted AB Holding Units that have not yet vested.

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 .

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

Sprules's long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2021” and “Outstanding Equity Awards at 2021 Fiscal Year-End” in Item 11 .

(6) Includes 195,962 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Cranch 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 .

Cranch's long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2021” and “Outstanding Equity Awards at 2021 Fiscal Year-End” in Item 11 .

(7) Includes 1,151,785 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.

2021 Annual Report 165

As of December 31, 2021, our directors and executive officers did not beneficially own any AB Units.

4 unchanged sentences

Ownership Percent of Class

Ramon de Oliveira 48,823 *

Joan Lamm-Tennant 15,679 *

Bernstein (1)

6 unchanged sentences

Stonehill 22,515 *

Todd Walthall — *

Ali Dibadj (5)

Weisenseel — *

Karl Sprules — *

All directors and executive officers as a group (16 persons) (6)

2 unchanged sentences

(1) Includes (i) 103,586 options Mr.

Bernstein has the right to exercise within 60 days and (ii) 8,439 restricted stock units that will vest within 60 days and settle in EQH shares.

Bernstein has the right to exercise within 60 days, (ii) 12,791 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 28,292 EQH performance shares that are earned and will be paid out within 60 days.

(2) Includes (i) 201,694 options Mr.

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.

Hurd has the right to exercise within 60 days, (ii) 26,084 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 50,925 EQH performance shares that are earned and will be paid out within 60 days.

(3) Includes (i) 200,624 options Mr.

Lane has the right to exercise within 60 days and (ii) 27,012 restricted stock units that will vest within 60 days and settle in EQH shares.

Lane has the right to exercise within 60 days, (ii) 27,056 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 53,754 EQH performance shares that are earned and will be paid out within 60 days.

(4) Includes (i) 873,845 options Mr.

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.

Pearson has the right to exercise within 60 days, (ii) 96,124 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 155,604 EQH performance shares that are earned and will be paid out within 60 days.

(5) Represents 489 restricted stock units that will vest within 60 days and settle in EQH shares.

(6) Includes 1,379,749 options that may be exercised, 163,033 restricted stock units that will vest within 60 days and 288,575 EQH performance shares that will be paid out within 60 days for the directors and executive officers as a group.

AllianceBernstein

Partnership Matters

4 unchanged sentences

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.

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.

10 unchanged sentences

The Partnership Agreements further provide that, except to the extent that a decision or action by the General Partner is taken with the specific intent of providing an improper benefit to an affiliate of the General Partner to the detriment of AB or AB Holding, there is no liability or obligation with respect to, and no challenge of, decisions or actions of the General Partner that would otherwise be subject to claims or other challenges as improperly benefiting affiliates of the General Partner to the detriment of the Partnerships or otherwise involving any conflict of interest or breach of a duty of loyalty or similar fiduciary obligation.

2021 Annual Report 167

Section 17-1101(c) of the Delaware Act provides that it is the policy of the Delaware Act to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.

8 unchanged sentences

Policies and Procedures Regarding Transactions with Related Persons

Each Partnership Agreement expressly permits EQH and its affiliates (collectively, “ EQH Affiliates ”), to provide services to AB and AB Holding if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such Partnership than) those that would prevail in a transaction with an unaffiliated party.

Each Partnership Agreement expressly permits EQH and its subsidiaries (collectively, “ EQH Affiliates ”), to provide services to AB and AB Holding if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such Partnership than) those that would prevail in a transaction with an unaffiliated party.

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.

7 unchanged sentences

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, AXA and Certain of its Subsidiaries

Financial Arrangements with EQH Affiliates

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.

AllianceBernstein

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

1 unchanged sentence

General Description of Relationship (2)

Amounts Received

or Accrued for in 2020

Amounts Received or

Accrued for in 2021

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.

$ 101,312,000

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 France (3)

AXA Life Japan Limited (3)

AXA Germany (3)

AXA Switzerland Life (3)

AXA Rosenberg Asia Pacific (3)

AXA Winterthur (3)

AXA Belgium (3)

General Description of Relationship (2)

Amounts Received

or Accrued for in 2020

Equitable America 2,609,000

AXA Hong Kong Life (3)

AXA Insurance UK Non Direct Regulated (3)

XL Group Investments Ltd (3)

Architas Multi-Manager UK (3)

AXA Mediterranean (3)

Group Pension Scheme (3)

AXA Insurance Ltd (3)

AXA China (3)

AXA General Insurance Hong Kong Ltd (3)

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 Life Singapore (3)

General Description of Relationship Amounts Paid

or Accrued for in 2020

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.

Provides data processing services and support for certain investment operations functions.

AXA Technology Services India Pvt.

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 Group Solutions (3)

Provides certain data processing services and functions.

________________________________________________________________________________________________________________________

Equitable Holdings 1,686,000

General Description of Relationship Amounts Paid or

Accrued for in 2021

Equitable Holdings Distributes certain of our Retail Products;

provides Private Wealth Management referrals;

sells shares of our mutual funds under Distribution Service and Educational Support agreements;

includes us as insured under various insurance policies.

(1) AB or one of its subsidiaries is a party to each transaction.

(2) We provide investment management services unless otherwise indicated.

(3) This entity is a subsidiary of AXA.

Arrangements with Immediate Family Members of Related Persons

10 unchanged sentences

Total $ 12,763 $ 11,032

________________________________________________________________________________________________________________________

(1) Includes $63,222 and $61,982 paid for audit services to AB Holding in 2021 and 2020, respectively.

7 unchanged sentences

In addition, the Audit Committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

2021 Annual Report 169

Exhibits, Financial Statement Schedules

30 unchanged sentences

10.06 Summary of AB's Lease at 501 Commerce Street, Nashville, Tennessee.

AllianceBernstein

Exhibit Description

10.07 Guidelines for Transfer of AB Units.

10.08 Amended and Restated Revolving Credit Agreement, dated as of October 13, 2021 (incorporated by reference to Ex.

99.01 to Form 8-K, as filed October 19, 2021)

10.09 Retirement Agreement among Laurence E.

Cranch , AB and AllianceBernstein Corporation (incorporated by reference to Exhibit 10.01 to Form 8-K, as filed May 4, 2021 ).*

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

1 unchanged sentence

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.

10.12 Amendment No.

Bernstein's Employment Agreement (incorporated by reference to Ex.

5 unchanged sentences

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

Exhibit Description

10.15 Kate C.

11 unchanged sentences

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

10.18 Amended and Restated Revolving Credit Agreement, dated as of September 27, 2018 (incorporated by reference to Ex.

10.01 to Form 8-K, as filed October 3, 2018).

10.20 AB 2017 Long Term Incentive Plan (incorporated by reference to Ex.

11 unchanged sentences

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

2021 Annual Report 171

Exhibit Description

10.26 Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC, as Dealer (incorporated by reference to Ex.

8 unchanged sentences

23.01 Consents of PricewaterhouseCoopers LLP.

31.01 Certification of Mr.

Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Mr.

Weisenseel furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of Mr.

Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

31.01 Certification of Seth Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Ali Dibadj furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of Seth Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02 Certification of Mr.

Weisenseel furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

32.02 Certification of Ali Dibadj furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

101.CAL XBRL Taxonomy Extension Calculation Linkbase.

Exhibit Description

101.LAB XBRL Taxonomy Extension Label Linkbase.

4 unchanged sentences

Form 10-K Summary

AllianceBernstein

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

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 11, 2021 /s/ John C.

Chief Financial Officer

February 11, 2022 /s/ Ali Dibadj

Chief Financial Officer & Head of Strategy

February 11, 2022 /s/ William R.

Controller and Chief Accounting Officer

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.

Controller & Chief Accounting Officer

2021 Annual Report 173

Bernstein /s/ Joan Lamm-Tennant

Bernstein Joan Lamm-Tennant

President and Chief Executive Officer Chair of the Board

Domenici /s/ Jeffrey J.

Domenici Jeffrey J.

Director Director

/s/ Jeffrey J.

Hurd /s/ Daniel G.

Hurd Daniel G.

/s/ Daniel G.

Kaye /s/ Nick Lane

Kaye Nick Lane

Director Director

/s/ Nick Lane /s/ Kristi A.

Nick Lane Kristi A.

/s/ Kristi A.

Matus /s/ Das Narayandas

Matus Das Narayandas

Director Director

/s/ Das Narayandas /s/ Mark Pearson

Das Narayandas Mark Pearson

/s/ Mark Pearson /s/ Bertram L.

Mark Pearson Bertram L.

Director Director

/s/ Bertram L.

Scott /s/ Charles G.T.

Scott Charles G.

/s/ Charles G.T.

Stonehill /s/ Todd Walthall

Stonehill Todd Walthall

Director Director

AllianceBernstein

AllianceBernstein L.P.

1 unchanged sentence

For the Three Years Ending December 31, 2021, 2020 and 2019

Description Balance at Beginning

Description Balance at

of Period Credited to

Expenses Deductions Balance at End

Expenses Deductions Balance at

(in thousands)

2 unchanged sentences

For the year ended December 31, 2019 $ 395 $ 132 $ 218 (c)

(a) Includes accounts written-off as uncollectible of $ 98 .

(a) Includes a net addition to the allowance balance of $28 and accounts written-off as uncollectible of $11.

(b) Includes accounts written-off as uncollectible of $98.

2021 Annual Report 175

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