What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 793 added, 672 removed, 1139 unchanged (56% of the section changed)

4 unchanged sentences

Based on this evaluation, the CEO and the CFO concluded that the disclosure controls and procedures are effective.

2022 Annual Report 127

Management’s Report on Internal Control Over Financial Reporting

2 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;

4 unchanged sentences

Projections of any evaluation of effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On July 1, 2022, AllianceBernstein L.P.

completed its acquisition of CarVal Investors L.P.

(“ CarVal ”).

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to CarVal.

Total assets and total revenues of CarVal that were excluded from management’s assessment each constitute approximately 2% for the year ended December 31, 2022.

Management assessed the effectiveness of AB Holding’s and AB’s internal control over financial reporting as of December 31, 2022.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) ( “COSO criteria” ).

Based on its assessment, management concluded that, as of December 31, 2022, each of AB Holding and AB maintained effective internal control over financial reporting based on the COSO criteria.

6 unchanged sentences

Both AB and AB Holding reported all information required to be disclosed on Form 8-K during the fourth quarter of 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

AllianceBernstein

5 unchanged sentences

The Board of the General Partner acts as the Board of each of the Partnerships.

Neither AB Unitholders nor AB Holding Unitholders have any rights to manage or control the Partnerships or to elect directors of the General Partner.

Neither AB Unitholders nor AB Holding Unitholders have rights to manage or control the Partnerships or to elect directors of the General Partner.

The General Partner is a wholly owned subsidiary of EQH.

5 unchanged sentences

Board of Directors

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.

Our Board consists of 11 directors, including seven 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.

2 unchanged sentences

Each of our directors has the integrity, business judgment, collegiality and commitment that are among the essential characteristics for a member of our Board.

Collectively, they have substantive knowledge and skills applicable to our business, including expertise in areas such as regulation;

Collectively, they have substantive knowledge and skills applicable to our business, including expertise in areas such as asset management;

public accounting and financial reporting;

14 unchanged sentences

Joan Lamm-Tennant

Bernstein M M

Seth Bernstein M M

Nella Domenici M

Daniel Kaye M

Das Narayandas M

2 unchanged sentences

Todd Walthall M

Board Diversity Matrix

Female Male Non-Binary Did Not Disclose Gender

Gender Diversity

Directors 3 8 — —

Racial/Ethnic/Nationality/Other Forms of Diversity

African American/Black — 1 — —

Alaskan Native/Native American — — — —

Asian/South Asian — 1 — —

Hispanic/Latinx — — — —

Native Hawaiian/Pacific Islander — — — —

White/Caucasian 3 6 — —

LGBTQ+ — — — —

Directors Born Outside of the US — 1 — —

Did Not Disclose Demographics — — — —

AllianceBernstein

4 unchanged sentences

Director Since:

Seth Bernstein

President and Chief Executive Officer, AllianceBernstein

Director Since:

Board member of Change Healthcare

Nella Domenici

C-Suite executive, board member and philanthropist

Director Since:

1 unchanged sentence

Director Since:

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

Director, CME Group (NASDAQ:

CME), and Equitable Holdings

Director Since:

1 unchanged sentence

Director Since:

Corporate Chief Financial Officer and Chief Operating Officer, Buckle

Director, Cerence (NASDAQ:

CRNC), and Equitable Holdings

Governance (Chair)

6 unchanged sentences

Director Since:

Director, Equitable America and Equitable Holdings

Director Since:

Charles Stonehill

Founding Partner, Green & Blue Advisors;

Director, Equitable Holdings

Audit (Chair)

1 unchanged sentence

Todd Walthall

Executive Vice President of Enterprise Growth, UnitedHealth Group

Chief Executive for Optum Insight (Payer Market), UnitedHealth Group

Director Since:

6 unchanged sentences

• 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.

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

• Previously, Ms.

8 unchanged sentences

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.

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

• Previously, Mr.

5 unchanged sentences

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.

Bernstein is a member of the Management Committee of EQH and the Investment Committee of 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.

Seth Bernstein

Executive, Governance

5 unchanged sentences

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.

• From 2015 to 2018, she served as Chief Financial Officer and member of the Operating Committee at Bridgewater Associates, a premier asset management firm.

• 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.

6 unchanged sentences

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

Nella Domenici

Director Since:

2 unchanged sentences

• 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, as well as EQH's Innovation and Design Office, which contemplates new ways or working.

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

• He also is responsible for other key functional areas, including procurement and corporate real estate.

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

21 unchanged sentences

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.

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

Director Since:

8 unchanged sentences

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.

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

Director Since:

2 unchanged sentences

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

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

Matus has served as director and Audit Committee Chair of Cerence, Inc.

CRNC), a leading provider of automotive technology, since October 2019.

• Formerly, Ms.

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

Matus had been Chief Financial Officer and Chief Operating Officer of Buckle, Inc., a tech-enabled financial services company, from 2020 to 2022, Chair of the Compensation Committee at Tru Optik Data Corp., a digital media intelligence company, from September 2016 to October 2020, an executive advisor to Thomas H.

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

28 unchanged sentences

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

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

Pearson joined AXA S.A.

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

• From 2008 to 2011, Mr.

1 unchanged sentence

(“ AXA Japan ”).

• Prior to joining AXA, Mr.

• Prior to joining AXA S.A., Mr.

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

1 unchanged sentence

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.

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 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.

• From October 2012 to November 2015, Mr.

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

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

Commercial of CIGNA Corporation from June 2010 to December 2011.

• Prior to joining CIGNA, Mr.

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

he had joined TIAA-CREF in 2000.

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

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

LOW) and, 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.

Director Since:

AllianceBernstein

Stonehill was appointed a director of AB in April 2019.

1 unchanged sentence

Stonehill has served as a member of the supervisory board of Deutsche Boerse AG, a capital market infrastructure provider, since 2019.

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.

Additionally, Mr.

Stonehill is a director of Constellation Acquisition Corp.

I, a blank check company that targets disruptive innovation across various segments of the global economy, from 2021 to January 2023.

• In addition, Mr.

6 unchanged sentences

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.

Charles Stonehill

Audit (Chair)

Director Since:

AllianceBernstein

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.

• He is a senior executive with UnitedHealth Group, an American multinational managed healthcare and insurance company, currently serving as chief executive officer for Optum Insight (Payer Market) and formerly serving as Executive Vice President of Enterprise Growth.

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

9 unchanged sentences

Executive Officers (other than Mr.

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.

Kate Burke, COO and CFO

Burke, age 51, was named Chief Financial Officer in July 2022 while retaining her role as Chief Operating Officer, which she became in July 2020.

Burke served as Head of our firm's Private Wealth channel from February 2021 to June 2022;

she was 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.

3 unchanged sentences

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

Cranch, Chief Legal Officer

Cranch, age 75, has been our Chief Legal Officer (formerly known as General Counsel) since he joined our firm in 2004.

Prior to joining AB, Mr.

Cranch was a Partner of Clifford Chance, an international law firm.

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

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.

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 with Bernstein Research Services from 2006 to 2020.

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

Onur Erzan, Head of Global Client Group and Private Wealth

Erzan, age 47, joined our firm in 2021 as Head of Global Client Group and was named Head of Private Wealth in July 2022.

In this role, he oversees AB's entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide.

Prior to joining AB, Mr.

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

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

Karl Sprules, Head of Global Technology & Operations

Erzan spent over 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice.

In addition, Mr.

Erzan co-led McKinsey's Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally.

He has been active in nonprofit organizations for the last several years and has served on the boards of Graham Windham and Turkish Philanthropy Funds.

Karl Sprules, Head of Global Technology and Operations

Sprules, age 49, 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.

From 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.

4 unchanged sentences

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

Mark Manley, Global Head of Compliance and General Counsel

Manley, age 60, joined the firm in 1984 and currently serves as Senior Vice President, General Counsel and Global Head of Compliance.

He served a Deputy General Counsel from June 2004 to December 2021.

Manley has been the firm’s Global Head of Compliance since 1988.

He chairs AB’s Code of Ethics Oversight Committee and is a member of AB’s Internal Compliance Controls Committee and nearly all of the firm’s senior operating, risk and compliance committees.

Bill Siemers, Controller and Chief Accounting Officer (and Former Interim CFO)

Siemers, age 62, joined the firm in 2004 as Director of Financial Reporting and currently serves as Senior Vice President, Controller and Chief Accounting Officer of AB.

He briefly assumed the position of Interim Chief Financial Officer in March 2022, serving in that capacity until July.

Prior to joining AB, Mr.

Siemers held various finance positions at Altria and as an auditor at Deloitte.

Ali Dibadj, Former CFO and Head of Strategy

Dibadj, age 47, resigned as our firm's CFO and Head of Strategy in March 2022.

He had been appointed Head of Finance (and later CFO-designate) and Head of Strategy in April 2020, and he had served as our firm's CFO since February 2021.

AllianceBernstein

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, 2021:

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.

• Bertram Scott departed the Board, effective March 22, 2022.

Executive Officers

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

Manley assumed management of AB's Legal & Compliance Department, effective as of January 1, 2022, after our former Chief Legal Officer retired.

Dibadj resigned as CFO and Head of Strategy, effective March 22, 2022.

Siemers, our firm's Controller and Chief Accounting Officer, was appointed as Interim CFO, effective March 23, 2022;

his service as Interim CFO ended on July 6, 2022.

Burke, our firm's COO, was appointed CFO on July 6, 2022.

Erzan, our firm's Head of Global Client Group, was appointed Head of Private Wealth on July 6, 2022.

2022 Annual Report 139

Board Meetings

In 2022, the Board held regular meetings in February, May, September and November.

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.

In addition, the Board convened a special meeting in March 2022.

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

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

8 unchanged sentences

Joan Lamm-Tennant (Chair)

Seth Bernstein

Meetings in 2022:

7 unchanged sentences

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

• Oversee management’s development of a comprehensive set of metrics for evaluating the firm’s ESG objectives and monitor management’s progress in pursing those objectives.

• 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.

• Provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, the Global Head of Compliance, the Chief Risk Officer and the Board.

Audit and Risk Committee

1 unchanged sentence

Charles Stonehill (Chair)

Nella Domenici Todd Walthall

Nella Domenici

Todd Walthall

Meetings in 2022:

2021 Annual Report 133

9 ( 8 regular mtgs.

and 1 special mtg.)

AllianceBernstein

Responsibilities:

9 unchanged sentences

Kristi Matus (Chair)

Seth Bernstein

Das Narayandas

Meetings in 2022:

1 regular mtg.

and 1 special mtg.

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

11 unchanged sentences

Audit Committee Financial Expertise

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 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.

In February 2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms.

Domenici and Mr.

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

The Board so determined at its regular meeting held in February 2022.

Financial Literacy

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

In February 2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms.

Domenici, Mr.

Audet and Mr.

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 May 2021.

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

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

Stonehill and Mr.

Walthall 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 2022.

Independence of Certain Directors

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, 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.

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.

In February 2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses.

Domenici, Lamm-Tennant and Matus and Messrs.

Kaye, Narayandas, Stonehill and Walthall is independent.

The Board determined, at its February 2022 regular meeting, that each of these directors is independent within the meaning of the relevant rules.

2022 Annual Report 141

Board Leadership Structure and Role in Risk Oversight

13 unchanged sentences

Risk Management Team Chief Risk Officer

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.

Members of the company's risk management team (including our Chief 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.

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 Ms.

Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him well-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.

The Board believes that the combination of a separate Chair 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.

AllianceBernstein

Code of Ethics and Related Policies

Our directors, officers and employees are subject to our Code of Business Conduct and Ethics.

The code is intended to comply with Section 303A.10 of the NYSE Listed Company Manual, Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act, as well as with recommendations issued by the Investment Company Institute regarding, among other things, practices and standards with respect to securities transactions of investment professionals.

The Code of Business Conduct and Ethics establishes certain guiding principles for all of our employees, including sensitivity to our fiduciary obligations and ensuring that we meet those obligations.

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 “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 ”).

Our directors, officers and employees are subject to our Code of Business Conduct and Ethics (the " Code of Ethics ").

The Code of Ethics is intended to comply with Section 303A.10 of the NYSE Listed Company Manual, Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act, as well as with recommendations issued by the Investment Company Institute regarding, among other things, practices and standards with respect to securities transactions of investment professionals.

The Code of Ethics establishes certain guiding principles for all of our employees, including sensitivity to our fiduciary obligations and ensuring that we meet those obligations.

In addition, the Code of Ethics, 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 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 (the “ Item 406 Code ”).

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

5 unchanged sentences

AB Holding is a limited partnership (as is AB).

In addition, because the General Partner is a subsidiary of EQH, and the General Partner controls AB Holding (and AB), we believe we also would qualify for the “controlled company” exemption.

In addition, because the General Partner is a wholly owned subsidiary of EQH, and the General Partner controls AB Holding (and AB), we believe we also would qualify for the “controlled company” exemption.

However, we comply voluntarily with the charter requirements set forth in Sections 303A.04 and 303A.05.

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.

Our Corporate Governance Guidelines (the “ 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 “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.

The Governance Committee is responsible for considering any request for a waiver under the Code of 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 “Responsibility - Corporate Governance” section of our Internet Site.

3 unchanged sentences

Certifications by our CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been furnished as exhibits to this Form 10-K.

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.

AB Holding Unitholders and AB Unitholders may request a copy of any committee charter, the Guidelines, the Code of 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 “Responsibility - Corporate Governance” section of our Internet Site.

AllianceBernstein

2022 Annual Report 143

Fiduciary Culture

3 unchanged sentences

Our compliance framework includes:

• the Code of Ethics Oversight Committee (“ Ethics Committee ”) and the Internal Compliance Controls Committee ( “Compliance Committee ”), each of which consists of our executive officers and other senior executives;

• the Code of Ethics Oversight Committee (the “ Ethics Committee ”) and the Internal Compliance Controls Committee (the “ Compliance Committee ”), each of which consists of our executive officers and other senior executives;

• an ombudsman office, where employees and others can voice concerns on a confidential basis;

1 unchanged sentence

• a Conflicts Officer and a Conflicts Committee, which help to identify and mitigate conflicts of interest.

The Ethics Committee oversees all matters relating to issues arising under our Code of Business Conduct and Ethics and meets on a quarterly basis and at such other times as circumstances warrant.

The Ethics Committee oversees all matters relating to issues arising under our Code of Ethics and meets on a quarterly basis and at such other times as circumstances warrant.

The Ethics Committee and its subcommittee, the Personal Trading Subcommittee, have oversight of personal trading by our employees.

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The Compliance Committee meets on a quarterly basis and at such other times as circumstances warrant.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors of the General Partner and executive officers of the Partnerships, and persons who own more than 10% of the AB Holding Units or AB Units, to file with the SEC initial reports of ownership and reports of changes in ownership of AB Holding Units or AB Units.

To the best of our knowledge, during 2021, we complied with all Section 16(a) filing requirements.

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

2021 Annual Report 137

AllianceBernstein

Executive Compensation

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Our NEOs for 2022 (1) are:

Seth Bernstein

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

Officer (“COO“) and CFO

Head of Global Client Group and Private Wealth

Head of Global Technology and Operations

General Counsel and Global Head of Compliance

Controller and Chief Accounting Officer (and Former Interim CFO)

(1) Ali Dibadj resigned from his position as CFO and Head of Strategy in March 2022.

We have included information concerning Mr.

Dibadj in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

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 to Deliver, Diversify and Expand, Responsibly, with Equitable (“ 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 (the “ Growth Strategy ”), which includes firm-wide initiatives to:

• Deliver superior investment solutions to our clients;

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

2022 Annual Report 145

Progress in Advancing our Growth Strategy in 2022

In 2021, the firm’s results demonstrated meaningful progress in executing on our Growth Strategy.

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

AllianceBernstein

Despite a challenging investing and operating environment in 2022, we continued to make progress in executing our Growth Strategy:

Deliver, Diversify, and Expand, Responsibly, with Equitable.

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 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 2022, our fixed income performance lagged, with 20% of assets outperforming for the one-year period ended December 31, 2022, while the majority, or 53%, outperformed over the three-year period and 70% outperformed for the five-year period.

In active equities, 59% of assets were in outperforming services for the one-year period, 59% for the three-year period and 77% for the five-year period ended December 31, 2022.

(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;

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

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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:

The following 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, 2022:

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

Inflation Strategy

• AB Municipal Bond Inflation Strategy

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

• AB European Income

• AB Short Duration High Yield

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 Select US Equity

• AB International

• AB American Growth

• AB Sustainable Global Thematic

2021 Annual Report 139

• AB Sustainable US Thematic

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

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 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.

Develop high-quality differentiated services:

Despite negative returns for both equity and fixed income markets in 2022, which drove industry-wide active net outflows, we generated our fourth consecutive year of positive active organic growth, or $0.9 billion, primarily due to 22% organic growth in alternatives/multi-asset.

In our Retail channel, gross sales were $65.9 billion, down 34% compared with a record 2021.

The retail redemption rate declined to 24% in 2022 from 30% in 2021, and full-year net outflows were $11.6 billion, driven by taxable fixed income.

In our Institutional channel, gross sales were $32.2 billion, the highest since 2008, driven by $16 billion in funding related to two institutional custom target date mandates.

The firm generated institutional net inflows of $6.3 billion, or a 2% organic growth rate, for a fourth consecutive year of organic growth.

Our pipeline of $13.2 billion in AUM decreased by 39% as compared with $21.5 billion a year ago, reflecting strong fourth quarter funding;

alternatives represented over 80% of the pipeline fee base at year-end.

In Private Wealth, gross sales in 2022 of $17.5 billion were strong, decreasing just 4% year-over-year, and this channel generated its fifth year of net inflows in the last seven, or 1.4% organic growth.

AllianceBernstein

Diversify Through D eveloping High-Quality Differentiated Services:

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

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

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 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.

In 2022, new investment strategy launches across our global platform included:

Diversity Champions Equity, SMA Custom Muni, AB Ultra Short Income ETF, AB Tax-Aware Short Duration Municipal ETF and Fixed Maturity Portfolio 2025.

Additionally, we launched multiple new vehicles for existing investment strategies in response to customer demand, across a diverse set of geographies.

In 2022, we focused on expanding our Private Alternatives business, both organically (by scaling existing investment platforms) and inorganically.

The acquisition of CarVal Investors, which closed on July 1, 2022, added complementary services including:

opportunistic/distressed credit, renewable energy, infrastructure, specialty finance and transportation.

AB’s Private Markets platform is now $56 billion, up 57% year over year, reflecting a diverse and relevant offering for institutional, retail and private wealth clients.

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

We are also investing in our Insurance asset management business to grow third party clients.

And, we have redesigned the Muni investment platform to enable customization and tax optimization at scale in our custom Muni SMAs.

We continue to launch new Portfolios with Purpose, which now represent $24 billion in AUM;

while down from $32 billion the prior year due to lower market levels, these portfolios continued to grow organically.

In 2022, we were recognized as a thought leader, winning numerous awards, including:

Best Sustainable Fund Management Group of the Year (Investment Week), and Environmental Finance’s IMPACT Award for Fixed Income Fund of the Year (Muni Impact).

With Equitable:

Equitable has allocated and is currently deploying $10 billion of permanent capital 3 to AB’s illiquid platform to reposition and thereby further improve the risk adjusted return of its General Account, through seeding new alternative business at AB.

Included in this $10 billion commitment is $750 million to be deployed in AB CarVal strategies.

In addition to funding record inflows to our US and Europe Commercial Real Estate Debt strategies in 2022, Equitable supported the launch of our Ultra Short Income ETF.

As of year-end 2022, more than 50% of the $10 billion of committed capital has been deployed in both Private Alternative and Private Placement strategies.

Maintain Strong Incremental Margins:

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.

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

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

In 2022, we continued to execute a key pillar of this strategy, which we initially announced in 2018:

the relocation of our corporate headquarters from New York City to Nashville.

In 2022, we continued to relocate positions to our recently constructed Nashville headquarters.

We have relocated over 85% of our targeted 1,250 positions.

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

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

Declines in equity and fixed income markets in 2022 negatively impacted our revenues, resulting in a rolling three-year incremental adjusted operating margin of 35%, below our targeted range of 45% to 50%.

Our adjusted operating margin decreased to 28.4% in 2022, down 520 basis points as compared to 33.6% in 2021.

The decrease resulted from an 8% decline in adjusted net revenues, driven by lower base fees, lower performance-based fees, and a decline in Bernstein Research Services revenues.

Total adjusted compensation and benefits expense declined by 3% and total adjusted operating expenses were flat year over year.

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

see our discussion of “Management Operating Metrics” above in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results.

3 Permanent capital means investment capital of indefinite duration, which may be withdrawn under certain conditions.

Although Equitable Financial has indicated its intention over time to provide this investment capital to AB, which is mutually beneficial to both firms, it has no binding commitment to do so.

2022 Annual Report 147

Our Compensation Practices are Structured to Help the Firm Realize its Growth Strategy

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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

Diversity Champions Equity, SMA Custom Muni, AB Ultra Short Income ETF, AB Tax-Aware Short Duration Municipal ETF, Fixed Maturity Bond Portfolio 2025

$13.2 billion

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

Institutional pipeline with strong funding activity, >$27B, throughout FY22 and pipeline active fee rate ~3x the institutional channel fee rate

$23.8 billion

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

ESG Portfolios with Purpose

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

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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

(2018 - 2022;

assumes dividend reinvestment)

Private Markets

Rapidly Growing Private Markets Platform

$56B Private Markets AUM, up 57%, driven by the CarVal acquisition and strong organic growth

Gross Sales Alts/MAS Organic Growth Beneficial Pipeline Mix

AB’s Institutional channel achieved Alternatives/Multi-Asset organic growth 4th consecutive year of Active organic gains (ex-AXA), averaging Alternatives represented over

$32.2B 22.3% 3.5% 80%

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

in gross sales in 2022, highest annual sales since 2008 in 2022 of annual organic growth per year, over the last 4 years of institutional pipeline fee base at year-end

(1) AB generated a rolling three-year (2022 vs 2019) incremental adjusted operating margin of 35% in 2022, below the long-term targeted range of 45-50%.

We provide additional information regarding our adjusted operating margin in MD&A above in Item 7 .

AllianceBernstein

Overview of 2022 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.

When reflecting on 2022 performance and pay, each of our NEOs (other than Mr.

Dibadj, who resigned in March 2022) 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 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);

In 2022, we utilized performance scorecards for senior leaders of the firm, including our NEOs.

These scorecards require our senior leaders to develop and maintain a broad leadership mindset with priorities, such as accelerating ESG initiatives and our firm's alternatives platform, that are aligned with firm-wide goals of creating long-term value for all of our stakeholders.

The scorecard for each NEO reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

• Financial performance, 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);

• Investment performance, by delivering competitive returns across services and time periods;

• 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.

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

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.

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Bernstein and Ms.

Burke, with the approval of the Compensation Committee, confirmed that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our NEOs, in respect of 2021 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately below :

Burke, together with the Compensation Committee, continue to believe that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our NEOs, in respect of 2022 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately below :

• Adjusted employee compensation and benefits expense is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments.

Also, we adjust for certain performance-based fees passed through to our investment professionals.

• Adjusted net revenues (see our discussion of “Management Operating Metrics” in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results) exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments.

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Additionally, we adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds’ revenues and including AB’s fees from such funds, and AB’s investment gains and losses on its investment in such funds, that were eliminated in consolidation.

We also adjust for certain acquisition-related pass-through performance-based fees and certain other performance-based fees passed through to our investment professionals.

2022 Annual Report 149

In addition, Mr.

Bernstein and Ms.

Burke, with the approval of the Compensation Committee, determined that the firm’s adjusted employee compensation and benefits expense generally should not exceed 50.0% of our adjusted net revenues, except in unexpected or unusual circumstances.

Burke, together with the Compensation Committee, continue to believe that the firm’s adjusted employee compensation and benefits expense, excluding the impact of performance-based fees, generally should not exceed 50.0% of our adjusted net revenues annually, except in unexpected or unusual circumstances.

As the table below indicates , in 2022, adjusted employee compensation and benefits expense amounted to approximately 48.4% of our adjusted net revenues (in thousands):

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Adjusted Compensation Ratio 48.4 %

AllianceBernstein

Our 2022 adjusted compensation ratio of approximately 48.4% 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.

AllianceBernstein

We have described below each NEO’s individual achievements in 2022 given each officer’s role, the contents of their respective performance scorecards and the firm's business and operational goals:

Seth Bernstein

President and Chief Executive Officer

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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.

Bernstein led AB to achieve modestly positive active organic growth despite a very challenging year.

Disciplined expense management allowed the firm to continue to invest in strategic growth areas, including the acquisition of CarVal Investors (" CarVal ") and the expansion of services for key client segments.

Bernstein drove a focus on leadership development, organizational stability, and culture as we successfully returned to the office globally adopting a new hybrid working model.

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.

• Led the firm’s efforts in achieving modestly positive active organic growth for the year, in contrast with industry-wide aggregate net active outflows.

AB’s total active net flows were positive in 2022, with two of the firm’s three distribution channels growing organically.

The firm’s average effective fee rate increased by 3% year-over-year, reflecting a repositioning of the business mix towards higher-value services, including the CarVal acquisition.

• Adjusted Earnings per Unit (“ EPU ”) of $2.95 in 2022 declined 24% compared to 2021, reflecting adverse financial markets.

• The majority of equity assets outperformed peers or benchmarks in equities despite the challenging market environment, while fixed income underperformed (as measured by the percentage of assets outperforming).

Longer term, five-year returns for both asset classes remain competitive.

• Successfully closed the acquisition of CarVal, a global alternatives manager with complementary capabilities, expanding AB’s private markets platform to $56B in assets under management.

• Announced plans to form a joint venture partnership with Société Générale (" SG ") for our Bernstein Research Services business, identifying a strategic partner committed to strengthening and growing the cash equities and research business, while allowing AB to continue to invest in key strategic priorities.

• Expanded capabilities in key target client segments, including launching an Active ETF platform and expanding custom municipal separately managed accounts for US Retail, while investing in our insurance business to grow third party clients.

• Advanced responsibility goals in our operations and continued to elevate AB’s brand and credentials through thought leadership and the launch of additional Portfolios with Purpose.

Recognized as Investment Week’s Best Sustainable Fund Management Group of the Year.

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

Organizational

• Prioritized leadership development for our senior staff and launched new manager training programs that reflect our new hybrid work model.

• Bolstered the stability of the firm in the face of uncertainty, including cyberattack preparedness, prudent expense management, and a reevaluation of our real estate strategy.

• Diversity, Equity & Inclusion continues to be a firm-wide priority, and we saw modest improvements in our underrepresented populations against our goals to increase diverse employees at the firm.

• Maintained strong engagement metrics in AB’s employee survey.

Launched our new firm-wide purpose and values statements and embedded those principles into talent management processes, corporate messaging, and business unit activities.

2022 Compensation

2022 Annual Report 151

Chief Operating Officer and Head of Private Wealth

Chief Operating Officer and Chief Financial Officer

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.

Burke continued to progress AB’s headquarters transition to Nashville and led the firm’s return to office.

Burke successfully transitioned the role of Head of Private Wealth to Mr.

Erzan and took on a new role as CFO, now overseeing all corporate functions of the firm.

Burke was a key advisor on the acquisition of CarVal, the planned joint venture with Bernstein Research and Société Générale, and led cost-saving efforts firm-wide.

Individual Achievements

• Balanced the firm's revenues, expenses, and financial resources through a disciplined process to manage AB's adjusted margin to 28.4% for the year, which exceeded consensus expectations in a period of weakened financial markets and lower revenues.

• 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.

Disciplined and continuous management of compensation as the year progressed through volatile financial markets enabled the appropriate balance of talent retention, investment in key growth initiatives, and healthy operating margins.

The process resulted in the firm’s compensation ratio of 48.4%, a ratio better than consensus expectations, continuing the firm’s 10-year track record of a compensation ratio below 50%.

• Prudent expense management in the face of lower revenues led to a rolling 3-year incremental adjusted operating margin (2022 vs 2019) of 35%, as compared with the targeted long-term range of 45-50%.

• Ensured a smooth transition of leadership overseeing AB’s Private Wealth business as well as AB’s financial processes, including accounting, financial planning & analysis, tax, and treasury.

Established relationships with the analyst community.

• Helped execute AB’s milestone M&A priorities:

the $750 million CarVal acquisition and the planned joint venture with SG.

Burke led critical efforts to integrate the CarVal team across people, culture, benefits, technology, operations and financials.

Additionally, Ms.

Burke strategized with corporate functions to assess entering into the SG joint venture and implications thereof.

• Launched an extensive review, in partnership with the Responsibility team, to identify where ESG is impacting various parts of our operations to enhance governance and broaden accountability.

• Led the firm’s Private Wealth business during first half 2022, focused on management accountability, advisor retention, improving digital capabilities and investment advice.

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.

• Implemented enhancements to the firm’s compensation processes, which resulted in increased transparency and improved efficiencies.

Enhanced partnership with Equitable Holdings led to improved outcomes with AB’s Compensation Committee.

• Increased collaboration across all corporate functions by providing a platform for business leaders to discuss initiatives, emerging issues, resourcing, diversity efforts, and broader topics that impact the firm.

• Drove momentum in Nashville with the official unveiling of our headquarters and ongoing meaningful engagement with community and business leaders.

Advanced progress toward the firm’s goal of 1,250 employees in Nashville by 2024 by adding 105 employees in 2022.

• Led the firm’s efforts to successfully return to the office globally, adopting a new hybrid working model.

Ensured organizational and talent management processes supported new ways of working.

• Launched AB’s purpose and values while engaging in small group meetings and town halls to reinforce the importance of culture, diverse thinking and corporate responsibility.

2022 Compensation

AllianceBernstein

CFO and Head of Strategy

Head of Global Client Group and Head of Private Wealth

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.

As Head of Global Client Group (CG) and Head of Private Wealth (PW), Mr.

Erzan oversaw strong sales across both groups despite challenging markets.

Erzan’s leadership, the CG launched an active ETF platform, expanded capabilities for the insurance segment, and launched new sales enablement tools.

Additionally, Mr.

Erzan successfully transitioned to Head of PW in July focusing on a strategy refresh and realignment of roles and responsibilities.

As a member of the executive leadership team, Mr.

Erzan collaborated with senior leadership across AB and Equitable Holdings on overall business and sales strategy.

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.

• Achieved solid results in CG with 2022 gross sales of $98B, including institutional sales of $32B and retail sales of $66B.

The institutional pipeline reached a record high in 3Q 2022 surpassing $100M in revenue and $25B in AUM;

ended the year with a $13B pipeline.

Client retention rates improved across channels.

• Generated another year of positive PW net flows at +$1.7B.

Advisor productivity remains at historically high levels and the client retention rate improved.

PW’s fee rate remained relatively stable as continued growth in private alternatives partially offset the impact of deteriorating equity markets.

• Led CG to make significant progress toward its long-term strategy.

Built out the ETF team and launched the firm’s first two active ETFs in short duration fixed income.

Launched Oculus, a new US Retail sales enablement platform with a goal to maximize productivity, leveraging data science to drive engagement and deepen client relationships.

Successfully launched the CarVal Clean Energy strategy in the US Retail channel.

• Focused on growing third party insurance clients by expanding the global sales/specialist team, creating new thought leadership, and holding our inaugural insurance executive seminar “Navigating Disruption and the Future of Insurance.” Grew the customized Defined Contribution franchise with $16B in positive net flows, bolstered by the addition of two new clients.

• Developed a four-part vision and strategy for PW focused on meeting client complexity through customized solutions, advisor and client excellence, investment and wealth advice, and scalable advice and services.

Select strategic achievements include establishing external partnership with two banking institutions on lending capabilities and continued modernization of technology and operations platform.

• Enhanced PW investment oversight through the creation of a formal Manager Research Group responsible for due diligence of new and existing investment services.

Implemented modifications to cash program, which enhanced simplicity for clients and improved operational efficiency.

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.

• Focused on attracting and onboarding several senior leadership roles within the CG globally across sales, business development, and product strategy.

• Redesigned PW’s organizational structure to focus on new business growth within targeted client segments.

(UHNW, Global Families, Family Offices, Women and Diverse Markets).

• Fostered a positive, results-driven culture of continuous learning and development across CG and PW.

Improved teamwork and collaboration across both organizations, including cross-department partnerships in business management and marketing.

• Promoted a customer-centric approach across the organization via segmented client playbooks and client engagement surveys.

2022 Compensation

2022 Annual Report 153

Head of Global Technology & Operations

Head of Global Technology and 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.

As Head of Global Technology & Operations, Mr.

Sprules led a team of ~1,100+ employees and ~900+ consultants to provide technology infrastructure, software development, portfolio operations, investment operations, transfer agent, fund accounting and real estate services, globally.

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.

• Delivered on a three-year project to migrate the accounting platform used within our Private Wealth business to our in-house, strategic platform, increasing integration and reducing risk and technology expense.

• Opened our office in Pune, India, focused on supplying talent to business units across AB.

Onboarded the first 300 staff (effective January 1, 2023) and designed the office, technology, people, and management infrastructure to support expansion.

• Drove the adoption of blockchain-based technology in our fund transfer agent business with the goal of building operational, security and infrastructure expertise.

• Advised on the development of a segregated, end-to-end asset management infrastructure covering all operations and systems to support the build-out of an onshore fund management company in China.

• Provided technology and operations thought leadership in the development of new services, including ETFs, municipal bond separately managed accounts, and the integration of CarVal Investors.

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.

• Led the team responsible for returning to the office with our hybrid working model.

Brought together a multidisciplinary team from people, legal, security, technology and operations to ensure our global offices welcomed staff back safely and in accordance with local regulations.

• Led the effort to consolidate collaboration platforms across AB, moving from four disparate systems to a single, firm-wide tool for office, remote work and mobile collaboration.

• Completed a two-year platform investment to deliver a cybersecurity response infrastructure.

Developed day zero and day one response plans.

• Led the team responsible for opening our new office in London, delivering a collaborative, equitable and state-of-the-art work environment.

2022 Compensation

AllianceBernstein

Chief Legal Officer

General Counsel and Global Head of Compliance

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.

Upon the retirement of Larry Cranch, AB’s former Chief Legal Officer, on December 31, 2021, Mr.

Manley, who had already been serving as General Counsel and Global Head of Compliance, assumed management of AB’s Legal and Compliance department, overseeing all legal and regulatory affairs for the firm.

He also joined both the Executive Team and Operating Committee.

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.

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

• Successfully completed the leadership transition 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.

• Provided legal and regulatory guidance in the CarVal and SG transactions;

helped lead steering committees on both transactions, focusing on execution and integration.

• Enhanced the partnership with Equitable through strong collaboration with its legal leadership and improved AB Board governance and communication.

• Oversaw all legal and regulatory matters relating to new product development and strategic initiatives;

established ESG risk assessment and compliance programs globally.

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.

• Recruited, developed and retained high-quality talent.

• Drove innovation and savings through technology and process improvements.

• Emphasized the importance of our fiduciary culture through compliance and workplace practices training;

lead departmental initiatives around purpose, values and corporate responsibility.

2022 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.

2022 Annual Report 155

Controller and Chief Accounting Officer (served as Interim Chief Financial Officer from March 23, 2022 – July 5, 2022)

Summary of Achievements:

As Controller and Chief Accounting Officer, as well as Interim Chief Financial Officer (CFO), Mr.

Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in SEC periodic reports and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.

Individual Achievements

• Contributed to cost optimization initiatives implemented in response to a volatile market environment.

• Improved AB’s financial processes through enhanced accounting, accounts payable, and payroll procedures.

• Supported the execution of the CarVal acquisition and the planned joint venture with SG.

• Supported the financial tracking and disclosures related to ESG initiatives.

• Increased collaboration of share repurchases, debt levels, and strategic initiatives with Equitable.

Organizational

• Led the Finance function and executed all CFO responsibilities for approximately three months;

supported and helped transition the new CFO.

• Coordinated and documented the Finance procedures for cyberattack readiness planning.

• Established a Finance Purpose Council and engaged in various Town Halls and small meeting groups to encourage employees to connect with AB’s purpose and values.

• Maintained strong Finance employee engagement and retention;

grew diversity within our workforce.

2022 Compensation

Former CFO and Head of Strategy

Dibadj served as CFO and Head of Strategy until March 2022 when he notified AB of his resignation from his position to become the chief executive officer of another publicly traded company.

Up until his resignation, Mr.

Dibadj was responsible for AB's financial functions, including accounting, tax, treasury, financial planning & analysis, investor relations and corporate strategy.

Dibadj's only compensation in 2022 consisted of a pro-rata portion of his $400,000 salary (through his termination date) and equity awards he received from EQH (which he forfeited when he resigned).

2022 Compensation

The compensation of each of these NEOs (other than Mr.

Dibadj) reflected the Compensation Committee’s judgment (and Mr.

AllianceBernstein

Compensation Committee;

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The Compensation Committee consists of Ms.

Matus (Chair) and Messrs.

Kaye, Pearson and Scott.

Matus (Chair), Mr.

The Compensation Committee held five regular meetings and one special meeting in 2022.

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Given this structure, the Compensation Committee has established a sub-committee consisting entirely of non-management directors (i.e., Ms.

Matus and Messrs.

Kaye and Scott).

Matus and Mr.

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.

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• reviewing our executive compensation program to ensure it is aligned with our firm’s philosophy and strategic objectives;

• evaluating performance by our NEOs against goals and objectives established at the beginning of the year;

• evaluating performance by our NEOs against goals and objectives established in each executive's performance scorecard at the beginning of the year;

• setting compensation for the NEOs and other senior executives.

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Burke and other senior executives, provides recommendations for individual executive awards to the Compensation Committee for its consideration.

As part of this process, Ms.

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

For 2021, we paid $95,250 to McLagan Partners ( “McLagan” ) for executive compensation benchmarking data and trend forecasting.

As part of this process, and as we discuss more fully below in " Compensation Consultant;

Benchmarking Data ," Ms.

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

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, 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.

Management accomplished these reviews during regular meetings of the Compensation Committee held in February, May, September, October and November 2022, as well as one special meeting held in July 2022.

The Compensation Committee approved the firm's final year-end compensation recommendations during its regular meeting held in November 2022.

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.

AllianceBernstein

2022 Annual Report 157

Compensation Consultant;

Benchmarking Data

In 2021, we engaged McLagan to provide compensation benchmarking data for our NEOs ( “2021 Benchmarking Data” ).

The 2021 Benchmarking Data summarized 2020 compensation levels and 2021 salaries at selected asset management companies comparable to ours in terms of size and business mix ( “Comparable Companies” ), to assist us in determining the appropriate level of compensation for our NEOs.

The 2021 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions like those held by our NEOs, including base salary and total compensation.

In 2022, we retained McLagan Partners ( “McLagan” ) as an independent consultant to provide competitive market data and trend forecasting for our NEOs and other senior executives, for which we paid McLagan $53,500 (the " 2022 Benchmarking Data ").

McLagan has an extensive database on compensation for most investment management companies, including private companies for which information is not otherwise available.

The 2022 Benchmarking Data summarized 2021 compensation levels and 2022 salaries, which helps form a reasonable estimation of compensation levels in the industry for executive positions like those held by our NEOs at selected asset management companies comparable to ours in terms of size and business mix (the “Comparable Companies” ) and, in so doing, assists in determining the appropriate level of compensation for our NEOs.

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

Eaton Vance Corp.

Franklin Templeton Investments Goldman Sachs Asset Management

JP Morgan Asset Management 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 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.

Barings Columbia Threadneedle Franklin Templeton Investments

Goldman Sachs Asset Management Invesco Janus Henderson Investors

Loomis, Sayles & Company MFS Investment Management Morgan Stanley Investment Management

Neuberger Berman Group Nuveen Investments Pacific Investment Management

Prudential Global Investment Mgmt.

Schroder Investment Management T.

The 2022 Benchmarking Data indicated that, as a group, our NEOs fall within market range.

Please note that we excluded Mr.

Dibadj from this analysis as he left AB in March 2022 and, accordingly, did not receive year-end incentive compensation.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2022 to our NEOs (other than Mr.

Dibadj, who was not considered in this process) were appropriate and reasonable.

Compensation Elements for NEOs

We utilize a variety of compensation elements to achieve the goals described above , consisting of base salary, annual short-term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan and certain other benefits, each of which we discuss in detail below :

We utilize a variety of compensation elements to achieve the goals described above , consisting of base salary, annual short-term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan, a defined benefit plan and certain other benefits, each of which we discuss below :

Base Salaries

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

Annual cash bonuses in respect of 2021 performance for each NEO were determined and paid in December 2021.

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.

Annual cash bonuses in respect of 2022 performance for each NEO were determined in November 2022 and paid in December 2022.

These bonuses, and the 2022 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 in each NEO's performance scorecard at the beginning of the year, and the firm’s current-year financial performance.

In respect of 2022, Mr.

Bernstein received a cash bonus of $5,575,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (“ CEO Employment Agreement ”) and after review of Mr.

Bernstein received a cash bonus of $4,925,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (the “ CEO Employment Agreement ”) and after review of Mr.

Bernstein's performance during 2022 by the Compensation Committee.

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Bernstein’s cash bonus and other compensation elements.

AllianceBernstein

Long-Term Incentive Compensation Awards

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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.

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.

awards granted in 2022 generally vest in equal portions over three years, while awards granted prior to 2021 generally vest over four years.

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

For 2022 performance, awards were granted in December 2022 to each of Ms.

Burke and Messrs.

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 ”).

Bernstein, Erzan, Sprules, Manley and Siemers pursuant to the AB 2022 Incentive Compensation Award Program (the " ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “ 2017 Plan ”).

Dibadj, who resigned in March 2022, did not receive an award.

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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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 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 April 2018, Ms.

Cranch and Mr.

Weisenseel each was granted a special restricted AB Holding Unit award with a grant date fair value of $4,000,000.

Each award vests on December 1, 2022, and the underlying AB Holding Units are delivered promptly thereafter provided each executive continues to be employed by AB and each executive moves to and establishes his or her principal residence in Nashville, TN.

Vesting of each executive’s AB Holding Units also is contingent on an assessment by the Compensation Committee, with appropriate input from Mr.

Bernstein, as to whether, and the extent to which:

• our firm’s headquarters relocation initiative is executed without significant disruption or reputational damage to AB;

Burke and Mr.

Sprules each was granted a special restricted AB Holding Unit award with a grant date fair value of $4,000,000.

Each award vested on December 1, 2022, and the underlying AB Holding Units were delivered promptly thereafter (net of AB Holding Units withheld to cover applicable taxes) given each executive continued to be employed by AB and each executive had established his or her principal residence in Nashville, TN.

Additionally, the Compensation Committee, with input from Mr.

Bernstein, determined during its regular meeting held in September 2022 that:

• our firm’s headquarters relocation initiative has been executed without significant disruption or reputational damage to AB;

• AB’s targets for cost savings and implementation costs for the relocation have been achieved;

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With respect to the above-referenced criteria, the Compensation Committee, with appropriate input from Mr.

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

In December 2021, 2020 and 2019, Mr.

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.

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).

AllianceBernstein

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), 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.

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

Former CFO and Head of Strategy Resignation

As announced in a Form 8-K we filed on March 23, 2022, Mr.

Dibadj resigned from AB on March 22, 2022.

His responsibilities as CFO promptly were transitioned to Mr.

Siemers on an interim basis and then to Ms.

Burke, effective July 6, 2022.

The compensatory benefits Mr.

Dibadj forfeited by resigning included (i) unvested portions of prior-year long-term incentive compensation awards, aggregating to approximately $1.8 million in value (based on the closing price of an AB Holding Unit as of June 17, 2022, his official termination date taking into account the garden leave obligation provided in the ICAP award agreement);

and (ii) the unvested portions of restricted stock unit awards and performance share awards granted to him by EQH in connection with his membership on and service to EQH's Management Committee, aggregating to approximately $150,000 (based on the closing price of an EQH share as of June 17, 2022).

2022 Annual Report 159

Defined Contribution Plan

employees of AB, including each of our NEOs, are eligible to participate in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, as further amended as of January 1, 2017 and as further amended as of April 1, 2018, the “ Profit Sharing Plan ”), a tax-qualified retirement plan.

employees of AB, including each of our NEOs, are eligible to participate in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, and as further amended as of January 1, 2017, as of April 1, 2018, and as of June 28, 2022, the “ AB Profit Sharing Plan ”), a tax-qualified defined contribution retirement plan.

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 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.

With respect to 2022, the Compensation Committee determined in November 2022 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 paid by AB.

Defined Benefit Plan

We maintain a qualified, noncontributory, defined benefit retirement plan (the “ AB Retirement Plan ”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000.

Benefits are based on years of credited service, average final base salary (as defined in the AB Retirement Plan) and primary Social Security benefits.

Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits.

Of our named executive officers, only Messrs.

Sprules and Manley are eligible participants in the AB Retirement Plan.

The maximum annual benefit payable under the AB Retirement Plan may not exceed the lesser of $100,000 or 100% of a participant’s average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from us or such lower limit as may be imposed by the Internal Revenue Code of 1986, as amended (the " Code "), on certain participants by reason of their coverage under another qualified retirement plan we maintain.

The AB Retirement Plan generally provides for payments to, or on behalf of, each vested employee upon such employee’s retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on an "actuarially" reduced basis.

Normal retirement age under the AB Retirement Plan is 65.

Death benefits are payable to the surviving spouse of an employee who dies with a vested benefit under the AB Retirement Plan.

For additional information regarding interest rates and actuarial assumptions, see Note 18 to AB’s consolidated financial statements in Item 8.

A participant in the AB Retirement Plan is eligible for early retirement upon termination of employment if the participant is at least age 55 and the sum of the participant’s age and years of vesting service equals at least 80.

As of December 31, 2022, Mr.

Sprules has attained age 49 and earned 25 years of vesting service.

(For purposes of determining early retirement eligibility, years of service after benefits under the AB Retirement Plan ceased accruing are included.) Because Mr.

Sprules is younger than age 55 and the sum of his age and service is less than 80, he is not eligible for early retirement.

As of December 31, 2022, Mr.

Manley has attained age 60 and earned 39 years of vesting service.

Because the total of Mr.

Manly’s age and years of service exceeded 80, he is eligible for early retirement.

The early retirement benefit is “actuarially” reduced for each month that payments begin before age 65.

The reduction to the pension is made because it costs more money to provide payments over a longer period of time.

In other words, the monthly benefit commencing at the early retirement date has the same value as a monthly benefit beginning at age 65.

The actuarial adjustment factors are based on the mortality assumptions specified under Section 417(e) of the Code and a 6.0% interest rate, as specified in the AB Retirement Plan.

For example, a 60 year old participant (like Mr.

Manley) would receive approximately 66% of the accrued benefit that would have been payable at age 65.

Other Benefits

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

AllianceBernstein

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

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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.

As described above in “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.

Denominating the award in restricted AB Holding Units and deferring their delivery is intended to sensitize employees to risk outcomes and discourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of the AB Holding Units and/or an adverse effect on the firm's long-term prospects.

Furthermore, and as noted above in “Compensation Elements for NEOs – Long-Term Incentive Compensation Awards,” generally all outstanding long-term incentive compensation awards include a provision permitting us to “claw-back” the unvested portion of an employee’s long-term incentive compensation award if the Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our firm or the employee’s business unit.

Furthermore, and as noted above in “Long-Term Incentive Compensation Awards,” generally all outstanding long-term incentive compensation awards include a provision permitting us to “claw-back” the unvested portion of an employee’s long-term incentive compensation award if the Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our firm or the employee’s business unit.

Overview of Mr.

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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 automatically extends 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, unless the CEO Employment Agreement is terminated in accordance with its terms (the “ Employment Term ”).

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

Bernstein and senior executives at AXA and EQH.

Bernstein and senior executives at AXA S.A., formerly AB's ultimate parent company (" AXA "), and EQH.

The Board then approved the CEO Employment Agreement after having considered, among other things, the compensation package provided to Mr.

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Bernstein’s compensation at his former employer.

The Compensation Committee, during its regular meeting held on December 11, 2018, amended the CEO Employment Agreement such that any annual equity award granted to Mr.

Bernstein in 2018 and subsequent years during the Employment Term will be granted in all respects in accordance with AB's compensation practices and policies generally applicable to AB's executive officers as in effect from time to time (" SPB First Amendment ").

Additionally, the Compensation Committee, during its regular meeting held on December 10, 2019, further amended the CEO Employment Agreement by:

The Compensation Committee, during its regular meeting held in December 2018, amended the CEO Employment Agreement such that any annual equity award granted to Mr.

Additionally, the Compensation Committee, during its regular meeting held in December 2019, further amended the CEO Employment Agreement by:

• increasing Mr.

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Bernstein's base salary is entirely at the discretion of the Compensation Committee.

2022 Annual Report 161

Under the CEO Employment Agreement, Mr.

Bernstein was entitled to be paid a cash bonus at a target level of $3,000,000 in 2021, subject to review and increase from time to time by the Compensation Committee, in its sole discretion.

Bernstein is entitled to be paid a cash bonus at a target level of $3,000,000 in each year during the Employment Term, subject to review and increase from time to time by the Compensation Committee, in its sole discretion.

As a result of a review of Mr.

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In determining Mr.

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

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The Compensation Committee approved an equity award to Mr.

Bernstein with a grant

AllianceBernstein

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

Bernstein with a grant date fair value equal to $4,575,000 during November 2022.

The Compensation Committee determined Mr.

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

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

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

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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;

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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 negotiated the severance and change-in-control provisions described immediately above to have the security and flexibility to focus on the business and preserve the value of his long-term incentive compensation.

The Board, AXA and EQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr.

The Board, AXA and EQH

AllianceBernstein

determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr.

Bernstein and provided Mr.

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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Bernstein, Ms.

Burke and Mr.

Erzan and Mr.

In February 2022, EQH granted to Mr.

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

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

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $400,033;

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Additionally, in February 2022, EQH granted to each of Ms.

Burke and Mr.

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

Erzan and Mr.

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

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $40,021;

• a performance share award (for EQH common stock) with a grant date fair value of $60,014, which can be earned subject to EQH’s total shareholder return relative to its peer group.

Assumptions made in determining the EQH restricted stock unit and performance share figures discussed above are described in footnotes to the compensatory tables below entitled "Summary Compensation Table for 2022" and "Grants of Plan-Based Awards in 2022."

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.

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

Dibadj, who resigned as our firm's CFO and Head of Strategy in March 2022 (and from the EQH Management Committee), forfeited his awards and is ineligible for additional awards.

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 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.

employees during our 2022 fiscal year based on the average monthly exchange rates for the three-month period ending September 30, 2022 (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.

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As illustrated in the table below, our 2022 CEO Pay Ratio is 71:1 :

2022 Annual Report 163

Seth Bernstein Median Employee

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Bernstein’s other compensation, please refer to the Summary Compensation Table for 2022 below .

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

AllianceBernstein

The median employee's other compensation consists of a $3,438 match under the AB Profit Sharing Plan.

Other Compensation-Related Matters

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Kristi Matus (Chair) Daniel Kaye

Mark Pearson Bertram Scott

2021 Annual Report 155

AllianceBernstein

Summary Compensation Table for 2022

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Option Awards (3) ($)

Bernstein (4)(5)

2021 500,000 5,575,000 6,075,000 — 142,813 12,292,813

($) All Other

Seth Bernstein (4)(5)

President and CEO

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2021 500,000 5,575,000 6,075,000 — — 142,813 12,292,813

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)

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

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

Karl Sprules (8)

Kate Burke (6)

2022 400,000 2,050,000 1,700,035 — — 16,216 4,166,251

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

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

Onur Erzan (6)(7)

Head of Global Client Group and Private Wealth

2022 400,000 1,955,851 1,605,886 — — 11,017 3,972,754

Karl Sprules (8)

Head of Global Technology and Operations

2022 400,000 1,555,000 1,105,000 — 122,835 17,860 3,200,695

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

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

Weisenseel (10)

Mark Manley (7)

Global Head of Compliance and General Counsel

2022 300,000 780,000 345,000 — 482,194 26,898 1,934,092

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

Bill Siemers (7)

Controller and Chief Accounting Officer (and Former Interim CFO)

2022 300,000 525,000 1,175,034 — — 17,340 2,017,374

Ali Dibadj (6)(9)

Former CFO & Head of Strategy

2022 195,385 — 100,035 — — 291 295,711

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

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

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

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

Assumptions made in determining the EQH restricted stock unit and performance share figures in the "Stock Awards" column are set forth in the EQH 2022 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2022" table below.

(2) See “Grants of Plan-Based Awards in 2022” below .

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

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

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

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

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Bernstein, Ms.

Burke and Mr.

Erzan and Mr.

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

Bernstein's compensatory elements.

Please be advised that Mr.

Bernstein's compensation also is disclosed by EQH.

(5) The "Stock Awards" column for 2021 includes the grant date fair value of the restricted stock unit award (grant date fair value of $340,000) and the performance share award (grant date fair value of $510,000) Mr.

(5) The "Stock Awards" column for 2022 includes the grant date fair value of the restricted stock award (grant date fair value of $400,033) and the performance share award (grant date fair value of $600,029) Mr.

Bernstein received from EQH in February 2022.

The "Stock Awards" column for 2020 includes the grant date fair value of the restricted stock unit award (grant date fair value of $250,019) and the performance share award (grant date fair value of $500,031) Mr.

For 2021, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $340,000) and the performance share award (grant date fair value of $510,000) Mr.

Bernstein received from EQH in February 2021.

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.

For 2020, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $250,019) and the performance share award (grant date fair value of $500,031) Mr.

Bernstein received from EQH in February 2020.

(6) The "Stock Awards" column for 2022 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,021) and the performance share award (grant date fair value of $60,014) Ms.

Erzan and Mr.

Dibadj each received from EQH in February 2022.

For 2021, this column 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.

2022 Annual Report 165

(7) We have not provided 2021 or 2020 compensation for Messrs.

Erzan, Manley or Siemers;

they were not deemed NEOs in those years.

(8) We have not provided 2020 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.

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.

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Sprules as he was not deemed to be a NEO in that year.

Dibadj resigned as our firm's CFO and Head of Strategy in March 2022 to become the CEO at another publicly traded company.

As a result, he forfeited the EQH awards granted to him in 2022 and the unvested portions of the EQH awards granted to him in 2021.

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

3 unchanged sentences

($) Other (2)

Bernstein 124,725 (1)

Seth Bernstein 258,939 (1)

15,250 3,564 24

Burke — 14,500 955 — —

Ali Dibadj — 14,500 630 — —

Kate Burke — 15,250 966 —

Onur Erzan — 10,000 630 387

Karl Sprules — 15,250 2,610 —

Cranch — 14,500 3,708 — —

Weisenseel — — 1,881 — 336,838

Mark Manley — 15,000 11,484 414

Bill Siemers — 15,000 1,980 360

Ali Dibadj — — 291 —

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

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

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

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

the amount for Mr.

Bernstein represents a phone stipend.

(2) These amounts represent stipends paid to NEOs to help cover the cost of a mobile phone;

these stipends are paid to employees generally as well.

AllianceBernstein

Grants of Plan-Based Awards in 2022

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Bernstein, Ms.

Burke and Mr.

Name Grant Date All Other

Erzan and Mr.

Grant Date All Other

Stock Awards:

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(#) Grant Date

Bernstein (2)(3)

Performance Based EQH Awards (3)

Name Threshold (#) Target

(#) Maximum (#)

Seth Bernstein (2)(3)

12/12/2022 117,791 4,575,000

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2/16/2022 16,217 600,029 4,054 16,217 32,434

Kate Burke (2)(3)

12/12/2022 41,195 1,600,000

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2/16/2022 1,622 60,014 406 1,622 3,244

Ali Dibadj (2)(3)

Onur Erzan (2)(3)

12/12/2022 38,771 1,505,851

3 unchanged sentences

12/12/2022 28,450 1,105,000

Mark Manley (2)

12/12/2022 8,883 345,000

Weisenseel (2)

Bill Siemers (2)(5)

12/12/2022 4,506 175,000

3/24/2022 21,873 1,000,034

Ali Dibadj (3)(4)

2/16/2022 1,157 40,021

2/16/2022 1,622 60,014

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

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

(2) As discussed above in “Overview of 2021 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in 2021 to our NEOs were denominated in restricted AB Holding Units.

(2) As discussed above in “Overview of 2022 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in December 2022 to our NEOs were denominated in restricted AB Holding Units.

These awards vest in equal annual increments on each of December 1, 2023, 2024 and 2025.

These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2022 and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

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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.

Erzan and Mr.

Dibadj (i) a restricted stock unit award with a grant date fair value of $400,033, $40,021, $40,021, and $40,021, respectively, and (ii) a performance share award with a grant date fair value of $600,029, $60,014, $60,014 and $60,014, respectively, which can be earned subject to EQH's total shareholder return (" TSR ") relative to its peer group.

TSR is the total amount a company returns to investors during a designated period, including both capital gains and dividends.

The number of performance shares that are earned will be determined at the end of the performance period (December 2024) by multiplying the number of unearned performance shares by one of the following performance factors:

200% if EQH's TSR relative to its peers is in the 87.5th percentile or greater;

100% if in the 50th percentile;

25% if in the 30th percentile;

and nothing if falls below the 30th percentile.

EQH performance shares receive dividend equivalents subject to the same vesting schedule and performance conditions as the performance shares themselves.

The restricted stock unit awards, which vest in equal annual increments on each of February 28, 2023, 2024 and 2025, subject to continued service, increase or decrease in value depending on the price of an EQH common share.

EQH restricted stock units receive dividend equivalents subject to the same vesting schedule and other requirements.

Dibadj forfeited these awards.

(5) The award granted to Mr.

Siemers in March 2022 cliff vests in February 2024 subject to Mr.

Siemers's continued employment.

In 2022, the number of restricted AB Holding Units comprising year-end 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 12, 2022, the date as of which the Compensation Committee approved the awards.

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

Matus (Chair) and Messrs.

Kaye, Pearson and Scott;

Kaye and Pearson;

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

Matus (Chair) and Messrs.

Kaye and Scott.

Matus (Chair) and Mr.

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 2022 Incentive Compensation Program" and "Compensation Elements for NEOs" above.

2022 Annual Report 167

Outstanding Equity Awards at 2022 Fiscal Year-End

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Date Number of

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

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

65,446 — $ 18.74 2/14/2029 280,690 9,647,310

1 unchanged sentence

— — — — 35,427 1,016,755

Burke (4)(5)(6)

Kate Burke (4)(5)(6)

— — — — 94,095 3,234,029

Ali Dibadj (4)(5)(7)

— — — — 2,192 62,909

— — — — 923 26,490

Onur Erzan (4)(5)(7)

— — — — 137,265 4,717,805

— — — — 2,192 62,909

— — — — 923 26,490

Karl Sprules (8)

— — — — 72,205 2,481,682

Mark Manley (9)

— — — — 21,800 749,269

Weisenseel (10)

Bill Siemers (10)

— — — — 31,760 1,091,585

Ali Dibadj (11)

Bernstein was awarded:

(i) 102,572 restricted AB Holding Units in December 2021, which are scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

(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;

(i) 117,791 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each December 1, 2023, 2024 and 2025;

(ii) 102,572 restricted AB Holding Units in December 2021, one-third of which vested on December 1, 2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2023 and 2024;

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

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.

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

For further information, see “Overview of Mr.

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In February 2022, 2021 and 2020, 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.

Bernstein (i) a restricted stock unit award with a grant date fair value of $400,033, $340,000 and $250,019, respectively, and (ii) a performance share award with a grant date fair value of $600,029, $510,000 and $500,031, respectively.

The performance share awards granted in 2022 and 2021 can be earned subject to EQH's TSR relative to its peer group.

Approximately half of the performance share award granted in 2020 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 has been earned subject to EQH's TSR relative to its peer group.

Please see the table above entitled "Grants of Plan-Based Awards in 2022" for additional information regarding the EQH awards.

(3) The option awards described in the table were issued by EQH and calculated in accordance with FASB ASC Topic 718.

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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.

Erzan in their respective second lines 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, EQH granted to each of Ms.

In February 2022 and 2021, respectively, 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.

Erzan (i) a restricted stock unit award with a grant date fair value of $40,021 and $40,000, respectively and (ii) a performance share award with a grant date fair value of $60,014 and $60,000, respectively, which can be earned subject to EQH's total shareholder return relative to its peer group.

Please see the table above entitled "Grants of Plan-Based Awards in 2022" for additional information regarding the EQH awards.

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

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Burke and/or Mr.

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

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

Bernstein, Ms.

Burke and Mr.

Erzan and Mr.

Dibadj" above in CD&A .

AllianceBernstein

Burke was awarded:

(i) 35,827 restricted AB Holding Units in December 2021, which are scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

(ii) 40,032 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;

(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) 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:

(i) 11,288 restricted AB Holding Units in December 2021, which are scheduled to vest in equal increments on each of December 1, 2022, 2023 and 2024;

(ii) 20,561 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;

(i) 41,195 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each of December 1, 2023, 2024 and 2025;

(ii) 35,827 restricted AB Holding Units in December 2021, one-third of which vested on December 1, 2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2023 and 2024;

(iii) 40,032 restricted AB Holding Units in December 2020, of which 25% vested on each of December 1, 2021 and 2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2023 and 2024;

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

Weisenseel was awarded:

(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.

Erzan was awarded 38,771 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each of December 1, 2023, 2024 and 2025.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in a year prior to when Mr.

Erzan was deemed to be a NEO.

Sprules was awarded (i) 28,450 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each of December 1, 2023, 2024 and 2025;

and (ii) 25,030 restricted AB Holding Units in December 2021, of which one-third vested on December 1, 2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2023 and 2024 .

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Sprules was deemed to be a NEO.

Manley was awarded 8,883 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each of December 1, 2023, 2024 and 2025.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Manley was deemed to be a NEO.

Siemers was awarded:

(i) 4,506 restricted AB Holding Units in December 2022 that are scheduled to vest in equal increments on each of December 1, 2023, 2024 and 2025;

and (ii) 21,873 restricted AB Holding Units in March 2022 that are scheduled to cliff vest in February 2024.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Siemers was deemed to be a NEO.

Dibadj had no outstanding awards as of December 31, 2022, because he forfeited his unvested AB Holding Unit and EQH share awards as a result of his resignation in March 2022.

(12) The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $34.37, which was the closing price on the NYSE of an AB Holding Unit on December 30, 2022, 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 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

The market values of EQH shares set forth in this column were calculated assuming a price per share of $28.70, which was the closing price on the NYSE of an EQH share on December 30, 2022.

Option Exercises and AB Holding Units (and EQH Shares) Vested in 2022

AB Holding Units and EQH shares held by our NEOs that vested during 2022 are as follows:

AB Holding and EQH Option Awards AB Holding Unit and EQH Share Awards

Name Number of AB Holding Units or EQH Shares Acquired on Exercise

(#) Value Realized

($) Number of AB

Holding Units

Holding Units or EQH Shares

(#) Value Realized

Bernstein — — 143,294 6,875,884

Burke — — 27,237 1,360,508

Ali Dibadj — — 5,179 258,697

Seth Bernstein (1)

— — 199,915 7,698,133

Kate Burke (2)

— — 187,363 7,621,786

Onur Erzan (2)

— — 12,142 490,290

Karl Sprules — — 184,363 7,503,554

Cranch — — 145,244 7,119,978

Weisenseel — — 142,911 7,096,490

Mark Manley — — 46,384 1,887,811

Bill Siemers — — 21,291 866,562

Ali Dibadj (2)

— — 489 16,001

(1) Includes 63,607 EQH shares with a value of $2,150,398 that vested during 2022.

(2) Includes 489 EQH shares with a value of $16,001 that vested during 2022.

2022 Annual Report 169

Pension Benefits

Name Plan Name Number of Years of Credited Service (2)

Present Value of Accumulated Benefit (3)

Payments During Last Fiscal Year

Karl Sprules (1)

AB Retirement Plan 11 122,835 —

Mark Manley (1)

AB Retirement Plan 25 482,194 —

(1) We have provided information for Messrs.

Sprules and Manley;

they are the only of our NEOs who participate in the AB Retirement Plan.

For additional information regarding the AB Retirement Plan, including actuarial assumptions and potential early retirement benefits, see "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

(2) Effective December 31, 2008, benefit accruals were frozen under the AB Retirement Plan.

(3) Actuarial present value of accumulated benefits as of December 31, 2022 using assumptions consistent with ASC 715 calculations, with the following exceptions:

(i) retirement age assumed to be the Nominal Retirement Age (as defined in the AB Retirement Plan);

and (ii) no pre-retirement mortality, disability or termination assumed.

Potential Payments upon Termination or Change in Control

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AB Holding Unit

Seth Bernstein

Change in control — 9,647,310 —

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Termination of Mr.

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

Bernstein's employment by AB other than for Cause or due to Death or Disability (5)(6)(7)

5,250,000 9,647,310 19,279

12 unchanged sentences

death or disability under ICAP) (7)(8)

— 3,234,029 —

Change in control — 4,717,805 —

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

Erzan for good reason, or termination due to death or disability 4,711,702 4,717,805 —

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

death or disability under ICAP;

excludes 2021 RSU award) (7)(8)

2 unchanged sentences

death or disability (2021 RSU award) — 1,029,850 —

— 3,203,337 —

AllianceBernstein

Name and Trigger Event Cash

Acceleration of

AB Holding Unit

Change in control — 2,481,682 —

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

Dibadj for good reason, or termination due to death or disability 4,850,000 2,268,916 —

Sprules for good reason, or termination due to death or disability 3,910,000 2,481,682 —

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

3 unchanged sentences

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

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

Manley for good reason, or termination due to death or disability 2,160,000 749,269 —

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

death or disability under ICAP) (7)(8)

— 3,727,192 —

Bill Siemers (9)

Change in control — — —

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

Siemers for good reason, or termination due to death or disability — — —

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

death or disability under ICAP;

excludes 2022 RSU award) (7)(8)

Termination by AB without cause;

death or disability (2022 RSU award) — 300,284 —

— 3,203,337 —

Retirement 200,000 5,937,430 —

Weisenseel (9)

Retirement 93,750 5,531,911 —

Ali Dibadj (10)

2022 Annual Report 171

(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.

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The amounts shown for Mr.

Bernstein are described in the CEO Employment

AllianceBernstein

Bernstein are described in the CEO Employment Agreement.

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.

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 .

Sprules and Mr.

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

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

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

9 unchanged sentences

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

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

Cranch and Mr.

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

(9) For information relating to Mr.

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 .

(8) Applicable agreements and restrictive covenants in the ICAP award agreement include restrictions on competition and restrictions on employee and client solicitation.

Siemers, who served as our firm's Interim CFO from March 2022 to July 2022, ceased being deemed an executive officer of AB when his service as Interim CFO concluded.

Accordingly, Mr.

Siemers was not eligible for potential payments or benefits under the CIC Plan as of December 31, 2022.

Dibadj resigned as our firm's CFO and Head of Strategy in March 2022, so he was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2022.

Additionally, estimated payments and benefits to which Mr.

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):

Erzan would have been entitled upon a change in control of EQH or the specified qualifying events of termination of employment as of December 31, 2022 are as follows (these amounts would be payable by EQH):

Reason for Employment Termination Acceleration of EQH Option

and Share Awards (5)

Seth Bernstein

Retirement (1)

Disability (2)

1 unchanged sentence

Change in control (without termination of employment) (4)

Involuntary termination of employment or termination by

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

Disability (2)

1 unchanged sentence

Change in control (without termination of employment) (4)

Involuntary termination of employment or termination by

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

Disability (2)

1 unchanged sentence

Change in control (without termination of employment) (4)

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.

(1) Reflects, as of December 31, 2022, the full value of the restricted stock unit award and performance share award granted to Mr.

Bernstein in 2021.

Excludes (i) restricted stock unit awards and performance share awards granted to Mr.

Bernstein in 2020 due to prior retirement eligibility requirements in effect for awards granted prior to 2021, and (ii) awards granted in 2022 due to minimum vesting requirements.

(2) Reflects, as of December 31, 2022, the full value associated with awards granted by EQH to Mr.

Bernstein (since 2020), 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

Burke (since 2021) and Mr.

Erzan (since 2021), including option awards (Mr.

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) Reflects the value, as of December 31, 2021, associated with Mr.

Bernstein's transaction incentive award in 2018 .

(3) Reflects, as of December 31, 2021, (i) the full value associated with Mr.

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.

restricted stock unit awards (to each officer);

and performance share awards (to each officer).

For additional information regarding these awards, please see the Summary Compensation Table for 2022, Grants of Plan-based Awards in 2022 and Outstanding Equity at 2022 Fiscal Year End above in this Item 11.

AllianceBernstein

(3) Reflects, as of December 31, 2022, (i) the prorated value of the restricted stock unit awards and performance share awards granted by EQH to Mr.

Bernstein (in 2020), to Ms.

Burke (in 2021) and to Mr.

Erzan (in 2021), and (ii) the full value of the restricted stock unit award and performance share award granted to Mr.

Bernstein in 2021.

Restricted stock unit awards and performance share awards granted to Mr.

Bernstein, Ms.

Burke and Mr.

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

Erzan in 2022 are excluded until a minimum of one year of vesting is reached.

(4) Reflects, as of December 31, 2022, (i) the full value associated with Mr.

Bernstein's option awards in 2020, (ii) the full value of the restricted stock unit awards granted to Mr.

Bernstein (in 2022, 2021 and 2020), to Ms.

Burke (in 2022 and 2021) and to Mr.

Erzan (in 2022 and 2021), and (iii) the full value of the performance share awards granted to Mr.

Bernstein (in 2022, 2021 and 2020), to Ms.

Burke (in 2022 and 2021) and to Mr.

Erzan (in 2022 and 2021), with performance factors applied for 2020 and 2021 grants.

(5) Acceleration of EQH awards is contingent on the award recipient's compliance with various agreements and restrictive covenants set forth in the applicable award agreement under the EQH 2022 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

Director Compensation in 2022

3 unchanged sentences

Joan Lamm-Tennant 140,000 170,000 310,000

27,011 99,200 126,211

Nella Domenici 102,500 170,000 272,500

2 unchanged sentences

Das Narayandas 93,000 170,000 263,000

Bertram Scott 95,000 170,000 265,000

Charles Stonehill 127,500 170,000 297,500

Todd Walthall 102,500 170,000 272,500

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, 2022, was:

1 unchanged sentence

Domenici, 8,521 AB Holding Units;

Matus, 15,844 AB Holding Units;

Kaye, 12,390 AB Holding Units;

Matus, 12,125 AB Holding Units;

Narayandas, 12,390 AB Holding Units;

Scott, 8,060 AB Holding Units;

Stonehill, 12,390 AB Holding Units;

2 unchanged sentences

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

(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

10 unchanged sentences

• 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.

The Board also granted to each Independent Director then serving (which included Mses.

Domenici and Matus and Messrs.

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

In 2022, the Board granted to each Independent Director then serving (which included Mses.

Domenici, Lamm-Tennant and Matus and Messrs.

Kaye, Narayandas, Stonehill and Walthall) 4,410 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 2022 Board Meeting, or $38.55 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 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.

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

2022 Annual Report 173

Further, in order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, restricted AB Holding Unit grants to Independent Directors are not forfeitable, except if the director is terminated for “Cause,” as that term is defined in the 2017 Plan or the applicable award agreement.

9 unchanged sentences

As of December 31, 2022, 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

AllianceBernstein

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

18 unchanged sentences

Principal Security Holders

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:

As of December 31, 2022, 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.

We have prepared the following table, and the note that follows, in reliance on information supplied by EQH:

Name and Address of Beneficial Owner Amount and Nature of

5 unchanged sentences

177,121,625 (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.

The 61.3% includes the 1% general partnership interest held by EQH.

As of December 31, 2022, AB Holding was the record owner of 113,801,097, or 39.8%, of the issued and outstanding AB Units (or 39.4% including the 1% general partnership interest held by EQH).

AllianceBernstein

2022 Annual Report 175

As of December 31, 2022, 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:

4 unchanged sentences

Joan Lamm-Tennant (1)

Bernstein (1)(2)

Domenici 13,438 *

Seth Bernstein (1)(2)

Nella Domenici 17,848 *

Jeffrey Hurd (1)

Daniel Kaye (1)

Nick Lane (1)

Kristi Matus (1)

Das Narayandas 30,659 *

Mark Pearson (1)

Stonehill (1)

Charles Stonehill (1)

Todd Walthall 6,618 *

Ali Dibadj (1)(4)

Kate Burke (1)(3)

Onur Erzan (1)(4)

Karl Sprules (1)(5)

Cranch (1)(6)

Mark Manley (1)(6)

Bill Siemers (1)(7)

All directors and executive officers as a group (16 persons) (8)

3 unchanged sentences

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.

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

Burke and Messrs.

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

Bernstein, Erzan, Sprules, Manley and Siemers each is a director and/or officer of the General Partner.

(2) Includes 507,389 restricted AB Holding Units that have not yet vested or with respect to which Mr.

2 unchanged sentences

Bernstein's Employment Agreement – Compensation Elements – Restricted AB Holding Units,” “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 for additional information.

(3) Includes 239,774 restricted AB Holding Units that have not yet vested.

(3) Includes 94,095 restricted AB Holding Units granted to Ms.

Burke that have not yet vested.

For information regarding Ms.

Burke'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 .

(4) Includes 46,456 restricted AB Holding Units awarded to Mr.

Dibadj that have not yet vested.

Burke's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(4) Includes 137,265 restricted AB Holding Units granted to Mr.

Erzan that have not yet vested.

For information regarding Mr.

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 228,117 restricted AB Holding Units that have not yet vested.

Erzan's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(5) Includes 72,205 restricted AB Holding Units granted to Mr.

Sprules that have not yet vested.

For information regarding Mr.

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.

Sprules's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2022" and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(6) Includes 21,800 restricted AB Holding Units granted to Mr.

Manley 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 2021” and “Outstanding Equity Awards at 2021 Fiscal Year-End” in Item 11 .

Manley's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(7) Includes 31,760 restricted AB Holding Units granted to Mr.

Siemers that have not yet vested.

For information regarding Mr.

Siemers's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(8) Includes 864,514 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

AllianceBernstein

As of December 31, 2022, our directors and executive officers did not beneficially own any AB Units.

5 unchanged sentences

Joan Lamm-Tennant 25,056 *

Bernstein (1)

Kaye 46,359 *

Seth Bernstein (1)

Nella Domenici — *

Jeffrey Hurd (2)

Daniel Kaye 52,129 *

Nick Lane (3)

Matus 13,527 *

Kristi Matus 19,297 *

Das Narayandas 2,000 *

Mark Pearson (4)

Scott 22,959 *

Stonehill 22,515 *

Charles Stonehill 28,285 *

Todd Walthall — *

Ali Dibadj (5)

Kate Burke (5)

Onur Erzan (5)

Karl Sprules — *

Mark Manley — *

Bill Siemers — *

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

2,276,255 0.6%

* Number of shares listed represents less than 1% of the outstanding EQH common stock.

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

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.

Bernstein has the right to exercise within 60 days and (ii) 24,307 restricted stock units that will vest within 60 days and settle in EQH shares.

(2) Includes (i) 171,694 options Mr.

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.

Hurd has the right to exercise within 60 days and (ii) 51,627 restricted stock units that will vest within 60 days and settle in EQH shares.

(3) Includes (i) 76,278 options Mr.

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.

Lane has the right to exercise within 60 days and (ii) 58,565 restricted stock units that will vest within 60 days and settle in EQH shares.

(4) Includes (i) 653,845 options Mr.

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

Pearson has the right to exercise within 60 days and (ii) 237,363 restricted stock units that will vest within 60 days and settle in EQH shares.

(5) Includes 2,191 restricted stock units that will vest within 60 days and settle in EQH shares.

(6) Includes 1,005,403 options that may be exercised and 376,244 restricted stock units that will vest within 60 days and settle in EQH shares for the directors and executive officers as a group.

2022 Annual Report 177

Partnership Matters

17 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

AllianceBernstein

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.

17 unchanged sentences

We have written policies regarding the employment of immediate family members of any of our related persons.

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.

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

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

2022 Annual Report 179

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

3 unchanged sentences

Accrued for in 2022

(in thousands)

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.

Equitable America 2,609,000

Equitable Holdings 6,573

1 unchanged sentence

Accrued for in 2022

(in thousands)

Equitable Holdings Distributes certain of our Retail Products;

19 unchanged sentences

(3) Tax fees consist of fees for tax consultation and tax compliance services.

(4) All other fees in 2021 and 2020 consisted of miscellaneous non-audit services.

(4) All other fees consisted primarily of due diligence tax and audit services in 2022 and miscellaneous non-audit services in 2021.

The Audit Committee has a policy to pre-approve audit and non-audit service engagements with the independent registered public accounting firm.

3 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

AllianceBernstein

Exhibits, Financial Statement Schedules

5 unchanged sentences

Exhibit Description

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

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

3.01 AllianceBernstein Corporation By-Laws with amendments through September 21, 2022 .

3.02 Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB Holding (incorporated by reference to Ex.

21 unchanged sentences

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

AllianceBernstein

2022 Annual Report 181

Exhibit Description

10.07 Guidelines for Transfer of AB Units.

10.08 Transaction Agreement, dated as of March 17, 2022, by and among CarVal Investors, AB Holding and AB (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, as filed April 29, 2022).

10.09 Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of June 28, 2022.*

10.10 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 ).*

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

10.11 Retirement Agreement among John C.

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

10.12 Amendment No.

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

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

10.1 to Form 8-K, as filed December 19, 2019).*

1 unchanged sentence

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

10.14 Amendment to Seth P.

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

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

10.15 Kate C.

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

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

10.16 Laurence E.

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

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

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

10.17 John C.

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

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

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

5 unchanged sentences

10.06 to Form 10-K for the fiscal year ended December 31, 2017, as filed February 13, 2018).*

10.21 Employment Agreement among Seth P.

Bernstein, AB, AB Holding and AllianceBernstein Corporation (incorporated by reference to Ex.

10.19 Employment Agreement among Seth Bernstein, AB, AB Holding and AllianceBernstein Corporation (incorporated by reference to Ex.

10.3 to Form 8-K, as filed May 1, 2017).*

7 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

10.24 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.

2 unchanged sentences

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

AllianceBernstein

Exhibit Description

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

5 unchanged sentences

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.

31.02 Certification of Kate Burke 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 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.

32.02 Certification of Kate Burke 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.

8 unchanged sentences

Form 10-K Summary

AllianceBernstein

2022 Annual Report 183

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.

1 unchanged sentence

February 10, 2023 By:

Chief Executive Officer

/s/ Seth Bernstein

Seth Bernstein

President & Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 11, 2022 /s/ Ali Dibadj

Chief Financial Officer & Head of Strategy

February 11, 2022 /s/ William R.

February 10, 2023 /s/ Kate Burke

Chief Operating Officer & Chief Financial Officer

February 10, 2023 /s/ Bill Siemers

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/ Daniel G.

Kaye /s/ Nick Lane

Kaye Nick Lane

AllianceBernstein

/s/ Seth Bernstein /s/ Joan Lamm-Tennant

Seth Bernstein Joan Lamm-Tennant

President & Chief Executive Officer Chair of the Board

/s/ Nella Domenici /s/ Jeffrey Hurd

Nella Domenici Jeffrey Hurd

Director Director

/s/ Kristi A.

Matus /s/ Das Narayandas

Matus Das Narayandas

/s/ Daniel Kaye /s/ Nick Lane

Daniel Kaye Nick Lane

Director Director

/s/ Mark Pearson /s/ Bertram L.

Mark Pearson Bertram L.

/s/ Kristi Matus /s/ Das Narayandas

Kristi Matus Das Narayandas

Director Director

/s/ Charles G.T.

Stonehill /s/ Todd Walthall

Stonehill Todd Walthall

/s/ Mark Pearson /s/ Charles Stonehill

Mark Pearson Charles Stonehill

Director Director

AllianceBernstein

/s/ Todd Walthall

Todd Walthall

2022 Annual Report 185

AllianceBernstein L.P.

8 unchanged sentences

For the year ended December 31, 2020 $ 309 $ 100 $ 98 (c)

(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.

(a) Includes accounts written-off as uncollectible of $ 96 .

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

2021 Annual Report 175

AllianceBernstein

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