What changed in this filing

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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-10 · 524 added, 633 removed, 1299 unchanged (47% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Each of AB Holding and AB maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer (“ CEO ”) and the Chief Financial Officer (“ CFO ”), to permit timely decisions regarding our disclosure.

Each of AB Holding and AB maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer (“ CEO ”) and the Interim Chief Financial Officer (“ CFO ”), to permit timely decisions regarding our disclosure.

As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the CEO and the CFO, of the effectiveness of the design and operation of disclosure controls and procedures.

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

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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, 2023.

4 unchanged sentences

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

2023 Annual Report 125

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

Both AB and AB Holding reported all information required to be disclosed on Form 8-K during the fourth quarter of 2023.

Pursuant to Item 408(a) of Regulation S-K, there were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

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

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

General Partner

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Board of Directors

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.

Our Board consists of 9 directors, including five 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.

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Seth Bernstein M M

Nella Domenici M

Daniel Kaye M

Das Narayandas M

Das Narayandas

Mark Pearson M M M

Charles Stonehill

Todd Walthall M

Todd Walthall M M

Board Diversity Matrix

21 unchanged sentences

Director Since:

Nella Domenici

C-Suite executive, board member and philanthropist

Director Since:

Chief Operating Officer, Equitable Holdings

5 unchanged sentences

Director Since:

Director, Cerence (NASDAQ:

CRNC), and Equitable Holdings

Governance (Chair)

Compensation (Chair)

Director Since:

Das Narayandas

Edsel Bryant Ford Professor of Business Administration, Harvard Business School

Governance (Chair)

Director Since:

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Audit (Chair)

Compensation (Chair)

Director Since:

1 unchanged sentence

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

Corporate Governance

Director Since:

3 unchanged sentences

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

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

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

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

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

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

and she joined the board of Africa Specialty Risk in April 2023.

• Previously, Ms.

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

• He has served 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 and is a member of the Management Committee of EQH.

• Previously, Mr.

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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 Investment Committee of the Board of Managers of Haverford College, Pennsylvania.

Bernstein is a member of the Investment Committee of the Board of Managers of Haverford College, Pennsylvania, a Board of Trustees member of the Brookings Institution and a member of the Council on Foreign Relations.

Director Qualifications

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AllianceBernstein

Domenici was appointed a director of AB in January 2020.

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

In her senior executive role, Ms.

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

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

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

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

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

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

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

Director Qualifications

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

Nella Domenici

Director Since:

Hurd was appointed a director of AB in April 2019.

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

Hurd joined the board of the Thurgood Marshall College Fund in May 2023.

Director Qualifications

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Director Since:

2022 Annual Report 133

Kaye was appointed a director of AB in April 2017.

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Kaye has been a director of CME Group, Inc.

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

CME), where he serves as Chair of the Audit Committee and serves on the Executive and Risk Committees.

• From January 2013 to May 2014, Mr.

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Director Since:

2023 Annual Report 131

Lane was appointed a director of AB in April 2019.

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

Lane joined the board of the American Counsel of Life Insurers ("ACLI") in September 2023.

Director Qualifications

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Director Since:

AllianceBernstein

Matus was appointed a director of AB in July 2019.

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

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 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.

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

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

• Before joining athena, Ms.

Matus served as Executive Vice President of Governance Services at Aetna, Inc.

from February 2012 to July 2013.

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

Director Qualifications

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

Governance (Chair), Compensation (Chair)

Director Since:

Narayandas was appointed a director of AB in November 2017.

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Das Narayandas

Governance (Chair)

Director Since:

2022 Annual Report 135

AllianceBernstein

Pearson was appointed a director of AB in February 2011.

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

• He has served as President and Chief Executive Officer of EQH since May 2018.

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

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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.

Stonehill joined the board of Strangeworks, Inc.

in October 2023.

• In addition, Mr.

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Charles Stonehill

Audit (Chair)

Audit (Chair), Compensation (Chair)

Director Since:

AllianceBernstein

2023 Annual Report 133

Walthall was appointed a director of AB in September 2021.

• 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.

• He is a senior executive with United Health Group, an American multinational managed healthcare and insurance company, currently serving as Chief Executive Officer of Clinical Solutions for Optum Insight;

formerly as Executive Vice President of Enterprise Growth.

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

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

Walthall serves on the Executive Leadership Council, a professional organization, and is on the Board of Trustees of Coaching Corps.

Director Qualifications

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Todd Walthall

Audit, Governance

Director Since:

2022 Annual Report 137

AllianceBernstein

Executive Officers (other than Mr.

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.

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

Prior to joining AB, Ms.

Burke was a consultant at A.T.

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

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.

Bill Siemers, Interim CFO

Siemers, age 63, was appointed as Interim Chief Financial Officer in June 2023.

Siemers joined the firm in 2004 as Director of Financial Reporting.

He briefly assumed the position of Interim Chief Financial Officer in March 2022, serving in that capacity until July 2022 when he relinquished the CFO title until he was re-appointed in June 2023.

Prior to joining AB, Mr.

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.

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

Karl Sprules, COO

Sprules, age 50, was appointed Chief Operating Officer in June 2023, formerly Head of Global Technology & Operations since 2019.

In his role as COO, Mr.

Sprules oversee's the firm's Global Technology and Operations, Real Estate, Legal & Compliance, Diversity, Equity & Inclusion and Corporate Citizenship, Audit and Risk.

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

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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.

Onur Erzan, Head of Global Client Group and Private Wealth

Erzan, age 48, joined our firm in 2021 as Head of Global Client Group and was named Head of Private Wealth in July 2022.

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.

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.

AllianceBernstein

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.

Mark Manley, General Counsel and Corporate Secretary

Manley, age 61, joined the firm in 1984 and currently serves as Senior Vice President, General Counsel and Corporate Secretary.

He served as Deputy General Counsel from June 2004 to December 2021 and served as the firm’s Global Head of Compliance from 1988 until November 2023.

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.

Chris Hogbin, Global Head of Investments

Hogbin, age 50, was appointed Global Head of Investments in January 2024.

In this broad leadership role, he oversees all the firm’s investment activities with responsibility for driving investment success across asset classes, fostering collaboration and sharing best practices across investment teams, as well as leveraging a common infrastructure and evaluating opportunities to invest in capabilities that deliver better outcomes for clients.

Hogbin joined AB’s institutional research business in 2005 as a senior analyst covering the European food retail sector, was named to Institutional Investor’s All-Europe Research Team and was ranked as the #1 analyst in his sector.

He became European director of research for the Sell Side in 2012 and was given additional responsibility for Asian research in 2016.

In 2018, he was appointed COO of Equities for AB.

Hogbin was promoted to co-head of Equities, becoming head of Equities in 2020.

Prior to joining the firm, he worked as a strategy consultant for the Boston Consulting Group.

He is chair of the Caius Foundation and is involved in several nonprofit organizations.

Cathy Spencer, Chief People Officer

Spencer, age 57, is the Chief People Officer for AB, and leads the teams responsible for advancing the employee experience for all of AB's people.

Spencer’s responsibilities include oversight of the following functions, including benefits, compensation, employee relations, culture, learning and engagement, talent acquisition and management, and onsite excellence.

Spencer’s responsibilities extend throughout the firm's global footprint, serving more than 4,000 staff members.

Since 2018 she has overseen the transition of US staff to the firm's new Nashville headquarters as well as the recruiting and onboarding of local hires.

Spencer joined AB in 1997 and has held a variety of roles, from overseeing talent and organizational development to managing employee relations, both globally.

She was promoted to senior vice president in 2008, when she assumed the role of Head of Human Resources, a position she held for 10 years.

2023 Annual Report 135

Kate Burke, Former COO and CFO

Burke, age 52, resigned as our firm's COO and CFO effective May 31, 2023.

She had been appointed 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.

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

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, 2022:

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

• Kristi Matus departed the Board, effective May 24, 2023.

• Nella Domenici departed the Board, effective January 16, 2024.

Executive Officers

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

Burke resigned as COO and CFO effective May 31, 2023.

Siemers was appointed as Interim CFO effective June 1, 2023.

Sprules was appointed COO effective June 1, 2023.

Hogbin was appointed as Global Head of Investments effective January 1, 2024, a newly created position as an executive officer.

Spencer was named an executive officer effective January 16, 2024 retaining her title as Chief People Officer.

AllianceBernstein

Board Meetings

In 2023, the Board held regular meetings 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.

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Charles Stonehill (Chair)

Nella Domenici

Todd Walthall

Meetings in 2023:

9 ( 8 regular mtgs.

and 1 special mtg.)

AllianceBernstein

2023 Annual Report 137

Responsibilities:

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Committee Members:

Kristi Matus (Chair)

Das Narayandas (Chair)

Seth Bernstein

Das Narayandas

Todd Walthall

Meetings in 2023:

3 unchanged sentences

Committee Members:

Kristi Matus (Chair)

Charles Stonehill(Chair)

Meetings in 2023:

6 (5 regular mtgs.

and 1 special mtg.)

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

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

Independence of Certain Directors

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses.

Domenici and Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill and Walthall is independent.

The Board determined, at its February 2023 regular meeting, that each of these directors is independent (each an "Independent Director") within the meaning of the relevant rules.

Audit Committee Financial Experts;

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Audit Committee Financial Expertise

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.

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses.

Domenici and Lamm-Tennant and Messrs.

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

The Board so determined at its regular meeting held in February 2023.

Financial Literacy

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

Domenici, Mr.

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 ”).

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each Independent Director 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 2023.

Independence of Certain Directors

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

AllianceBernstein

Board Leadership Structure and Role in Risk Oversight

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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

2023 Annual Report 139

Code of Ethics and Related Policies

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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.

2022 Annual Report 143

AllianceBernstein

Fiduciary Culture

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

AllianceBernstein

2023 Annual Report 141

Executive Compensation

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President and Chief Executive Officer (“CEO“)

Chief Operating

Officer (“COO“) and CFO

Interim Chief Financial Officer ("CFO")

Chief Operating Officer ("COO")

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.

General Counsel and Corporate Secretary

(1) Kate Burke resigned from her position as COO and Chief Financial Officer in May 2023.

We have included information concerning Ms.

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

2022 Annual Report 145

AllianceBernstein

Progress in Advancing our Growth Strategy in 2023

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

In 2023 we continued to show meaningful progress in executing our Growth Strategy:

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

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Investment Performance

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

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

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

In 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.

In 2023, our Fixed Income performance strengthened, with 75% of assets outperforming for the one-year period ended December 31, 2023, 73% outperforming over the three-year period and 77% outperforming for the five-year period.

In Equities, performance lagged due to both stock selection and highly concentrated benchmark returns led by a small number of mega-cap technology stocks.

Approximately 26% of Equity assets were in outperforming services for the one-year period, 45% for the three-year period and 42% for the five-year period ended December 31, 2023.

(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).

Additionally, at year-end 2022, 62% of U.S.

Additionally, as of December 31, 2023, 60% of U.S.

Fund assets and 69% of Non-U.S.

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

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:

The following retail Fixed Income and Equity mutual funds with AUM greater than $100 million placed in the top quartile of performance for the three-year period ended December 31, 2023:

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

Inflation Strategy

• AB Municipal Bond Inflation Strategy

• AB Short-Duration High Yield

• AB Tax-Aware Fixed Income Opportunity

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

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

• AB Sustainable Global Thematic

• AB Equity Income

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

• AB Select US Equity

• AB Asia ex-Japan

• AB EM Low-Volatility

• AB EM Value

• AB International

• AB American Growth

• AB Sustainable Global Thematic

• AB Sustainable US Thematic

• AB Low-Vol Equity

• AB US Small and

Mid-Cap Equity

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

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:

In 2023, we grew organically in two of our three distribution channels, Retail and Private Wealth, while Institutions saw net outflows.

By asset class, Fixed Income grew organically at 5%, offset by outflows in Active Equity, consistent with trends seen across the industry.

AB’s net outflows were $7.0 billion, or 1.1% attrition, a lower rate of attrition as compared with our public peer group which experienced higher attrition.

In our Retail channel, gross sales rose to $71.1 billion, up 8% versus 2022.

The Retail redemption rate rose to 28% in 2023 from 24% in 2022, and full-year net inflows were $3.7 billion, driven by strong growth in both taxable and non-taxable Fixed Income.

In our Institutional channel, gross sales of $11.8 billion declined from $32.2 billion in 2022, the latter of which benefited from $16 billion in funding from two custom target date mandates.

Net outflows were $11.8 billion.

Our pipeline of $12.0 billion in AUM decreased versus $13.2 billion a year ago, reflecting slowing institutional activity industry wide;

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

In Private Wealth, gross sales in 2023 of $18.6 billion were strong, up 6% year-over-year, and this channel generated its third straight year of net inflows, or 1.1% organic growth.

2023 Annual Report 143

Diversify Through Developing 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 2023, 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.

Security of the Future, US High Dividend ETF, Disruptors ETF, Corporate Bond ETF, Core Plus Bond ETF, Conservative Buffer ETF, Tax-Aware Intermediate Municipal ETF, Tax-Aware Long Municipal, and Fixed Maturity Portfolio 2026/2027.

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.

In 2023, we focused on continued growth in our Private Alternatives business, with net inflows led by Secondaries, Renewable Energy, Residential Mortgage Loans and European Commercial Real Estate Debt.

We announced a new NAV (Net Asset Value) lending strategy in our Private Credit business, supported by a commitment from Equitable.

AB’s Private Markets platform is now $61 billion, up 9% 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.

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).

We received approval in China for a wholly owned mutual fund license, and are also focused on growth in other Asian nations and select European markets.

We continued to invest in our insurance asset management business to grow third party clients.

And, we realized strong growth due to the redesign of our Muni investment platform to enable customization and tax optimization at scale in our custom Muni SMAs.

We view responsibility as an active pursuit that unites our firm—from the way we work and act, to our community service, and to the investment solutions we deliver to our clients.

Internally we continued to improve on a robust corporate governance and compliance framework, including further strengthening our security and business continuity infrastructure.

Through our investing activities, we continue to support proposals that encourage companies to strengthen their corporate governance structures, support shareholder rights and strive for greater transparency, in keeping with the best interest of our clients.

Financially, responsibility extends to our expense management, as we maintained non-compensation expense growth below inflation levels in 2023.

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.

In 2023 Equitable announced an expansion of its program to allocate and deploy permanent capital 1 to AB’s illiquid platform.

Equitable's goal is to reposition and thereby further improve the risk adjusted return of its General Account, through seeding new and growing existing alternative platforms at AB.

An initial $10 billion commitment was made in 2021, of which approximately 90% had been deployed in both Private Alternative and Private Placement strategies at year-end.

This initial commitment includes $750 million currently being deployed to AB CarVal strategies.

In May 2023, Equitable announced a second $10 billion in permanent capital commitment to AB’s illiquid platform, increasing the total of its commitments to $20 billion.

We expect the second commitment will begin to be deployed in 2024, following the completion of the first commitment, and will continue over the next several years.

Maintain Strong Incremental Margins:

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.

In 2023, we continued to execute a key pillar of this strategy as initially announced in 2018, which was the relocation of our corporate headquarters from New York City to Nashville.

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

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%.

We also continue to execute on the planned joint venture of Bernstein Research Services with Société Générale (EURONEXT:

GLE, “ SocGen ”), expected to be completed in the first half of 2024.

We currently anticipate this action will result in a 200-250 basis point improvement in our annual adjusted operating margin upon deconsolidation of Bernstein Research Services from our consolidated financial statements.

Despite improving financial markets over the course of 2023, our full year average 2023 AUM declined by 1% from 2022 levels, reflecting a lag in average AUM recovering versus the prior year.

This resulted in a rolling three-year incremental adjusted operating margin of 8%, below our targeted range.

Our adjusted operating margin decreased to 28.2% in 2023, down 70 basis points as compared to 28.9% in 2022.

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.

The decrease resulted from operating expense growth of 2% as compared with adjusted

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

Such conditions primarily include potential regulatory restrictions, lacking sufficient liquidity to fund the capital commitments to AB and AB's inability to identify attractive investment opportunities which align with the investment strategy.

Although EQH’s insurance subsidiaries have indicated their intention over time to provide this investment capital to AB, they have no binding commitment to do so.

While the withdrawal of their commitment could potentially slow down our introduction of certain products, the impact to our overall operations would not be material.

AllianceBernstein

net revenue growth of 1%.

Total adjusted compensation and benefits expense increased by 2%, promotion and servicing costs rose by 2%, and general and administrative costs rose 1% 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.

see our discussion of “ Management Operating Metrics” above in Item 7 for a reconciliation between our results pursuant to U.S.

GAAP and our adjusted results .

2023 Annual Report 145

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and scale our suite

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

$23.8 billion

ESG Portfolios with Purpose

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

$1.4 Billion Active ETF's

10 New Active ETF’s launched in 2023, including AB Conservative Buffer ETF and AB High Dividend ETF, bringing total to 12 Active ETF’s.

$61 Billion Municipals

Municipal Platform reflects 11% annualized organic growth led by strong growth in Muni SMA’s.

Our Retail Muni platform has grown 11 straight years.

China License Obtained

AB obtains license for wholly-owned mutual fund business.

$61 Billion Private Markets AUM

+9% Y/Y driven by growth in Secondaries, Renewable Energy, Mortgage Loans and European Commercial Real Estate Debt.

$20 Billion Total Equitable Commitment

Additional $10 billion committed capital by Equitable in 2023 to further expand AB's Private Alternative and Private Placements Platforms.

Fixed Income and Equity Performance

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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

AB’s Retail channel achieved

Fixed Income Organic Growth Two of three Channels positive in 2023 Alternatives represented over

$71.1B 5.5% 1.9% 80%

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%.

in gross sales in 2023, up 8% year-over-year in 2023 average annual organic growth per year, over the last 5 years of institutional pipeline fee base at year-end

(1) AB generated a rolling three-year incremental adjusted operating margin of 8%, 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 .

(2) During 2023, we adjusted operating income to exclude the impact of interest on borrowings in order to align with industry peers.

We have recast prior periods presentation to align with the current period presentation.

AllianceBernstein

Overview of 2023 Incentive Compensation Program

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.

When reflecting on 2023 performance and pay, each of our NEOs (other than Ms.

Burke who resigned in May 2023) received a portion of his 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.

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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);

GAAP and our adjusted results);

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

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

Bernstein and Ms.

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 :

Bernstein, 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 2023 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.

• Adjusted net revenues (see our discussion of “Management Operating Metrics” in Item 7 for a reconciliation between our results pursuant to U.S.

GAAP and our adjusted results) exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments.

In addition, adjusted net revenues offset distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues.

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In addition, Mr.

Bernstein and Ms.

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.

Bernstein, along 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 2023, adjusted employee compensation and benefits expense amounted to approximately 49.0% of our adjusted net revenues (in thousands):

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As President and CEO, Mr.

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.

Bernstein led AB to achieve organic growth in two of three distribution channels.

The firm grew revenues while operating expenses grew at a rate below inflation, inclusive of continued investment in strategic growth areas.

Bernstein led the firm through executive leadership changes while advancing a number of strategic priorities, including our fund management company in China, opening our AB India office, and progressing toward the closing of the joint venture for our research and trading business.

Individual Achievements

Financial and Investment Performance

• 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.

• Led the firm’s efforts in delivering in growth areas, resulting in lower attrition rates relative to public peers, despite a difficult institutional fundraising environment.

AB’s fixed income business grew organically by 5%, outperforming peers, reflecting successful scaling from investments in technology and distribution.

Two of the firm’s three distribution channels grew organically.

• Earnings per unit (“ EPU ”) in the fourth quarter were up 9% versus the same period in 2022.

Full year 2023 EPU of $2.69 declined by 9% versus 2022, reflecting lower average AUM and base fees, combined with higher interest expense reflecting higher interest rates.

• Improved performance meaningfully in fixed income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega-cap technology stocks (both measured by the percentage of assets outperforming).

• Grew AB’s active ETF platform to $1.4B in assets with 12 funds, celebrating its one-year anniversary.

Our municipal separately managed account platform reached $23B, +36% year-over-year, gaining market share.

• Achieved a critical milestone receiving our regulatory license to operate an onshore China fund management company.

• Progressed efforts to grow the AB CarVal franchise, by closing on our clean energy fund, three times larger than the first vintage and designing a new $750M residential mortgage mandate in partnership with EQH.

Made progress on new product development for the retail channel and created and began execution on integration plans across corporate functions.

• Furthered plans to create a joint venture with Société Générale for our Bernstein Research Services business and have managed staff attrition levels well below the agreed upon threshold.

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.

• Managed through an executive leadership transition, appointing a new Chief Operating Officer and identifying a new Chief Financial Officer effective Q1 2024.

Created an inaugural Head of Investments role to enhance and optimize the investment business units and reduce span of control.

• Established new entity in India now with ~390 staff.

Opened state-of-the art new office, identified local leadership, expanded functions across business units, and improved attrition.

• Advanced firmwide sustainability goals.

Strengthened controls and oversight to minimize risk and advanced our own corporate sustainability.

• Continued focus on Diversity, Equity & Inclusion.

Improved firmwide voluntary attrition and attrition among our diverse populations.

• 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.

Reinforced firmwide purpose and values statements within business units.

2023 Compensation

2023 Annual Report 149

Chief Operating Officer and Chief Financial Officer

Interim Chief Financial Officer effective June 1, 2023

Summary of Achievements:

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.

As Interim Chief Financial Officer (CFO), Mr.

Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.

Siemers held the role of Controller and Chief Accounting Officer through August 20, 2023.

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.

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.

• Managed cost reduction and containment initiatives in a restricted revenue growth environment to achieve an adjusted operating margin of 28.2%, exceeding our target.

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

• Supported the contribution of our cash equities and research business into a planned joint venture between AB and Société Générale as AB’s Project Manager of the Finance workstream and serving as a member of the steering committee overseeing the transaction.

• Successfully partnered with Equitable on the financial impacts, both actual and forecasted, of our strategic initiatives, including our headquarter office relocation, growing our private alternatives and insurance products and services, and our development of a Fund Management Company in China, to optimize both our results of operations and balance sheet.

Organizational

• 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.

• Supported the integration plans and processes of financial functions relating to the 2022 CarVal acquisition and served on the joint leadership team providing oversight of integration plans across all corporate functions.

• Successfully onboarded approximately 25 Finance personnel into AB India.

• Seamlessly led the Finance function and executed all CFO responsibilities for the last seven months of the year upon the resignation of the previous CFO.

• Executed on succession planning by appointing a new Controller and Chief Accounting Officer from within the Finance talent pool, ensuring a smooth transition of leadership.

• Supported the successful recruitment process to identify and hire a new CFO (starting in the first quarter of 2024).

• Maintained strong Finance employee engagement, retention and in-office collaboration and grew diversity within our workforce.

• Enhanced Purpose within Finance and engaged in various Town Hall, informal gatherings, and small meeting groups to have employees connect with AB’s purpose and values.

2023 Compensation

AllianceBernstein

Head of Global Client Group and Head of Private Wealth

Chief Operating Officer effective May 31, 2023

Summary of Achievements:

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.

Sprules successfully transitioned the role of Global Head of Technology & Operations (GTO) to Robert McWilliams June 1, 2023, and assumed the role of Chief Operating Officer (COO), now overseeing Legal and Compliance, GTO, Diversity, Equity and Inclusion, Real Estate Services, Internal Audit, Risk, and the Program Management Office.

In 2023 as COO, Mr.

Sprules spearheaded the evaluation and prioritization of the firm’s strategic initiatives, improved return to office compliance and drove efforts in expanding our footprint in India and China and the relocation of our NYC office to Hudson Yards.

Individual Achievements

• Reduced the GTO budget through thoughtful and targeted expense savings measures.

• Drove the prioritization process for funding the firm’s strategic investments and developed an iterative framework for ongoing planning.

• Evolved the Quarterly Business Review process to improve focus on key leadership topics such as business performance, strategic initiatives, errors and incidents, return to office compliance, and cross-functional business involvement.

• Co-led project to obtain the firm’s fund management company license in China by removing roadblocks, identifying areas that required additional focus, and providing solutions to meet those needs.

• Drove integration of CarVal’s technology functions and processes with AB.

As COO, oversaw integration planning across all non-investment functions.

Organizational

• Increased collaboration across the COO and Chief Administrative Officer roles across the firm by providing a platform to discuss strategic initiatives, emerging issues, resourcing, diversity efforts, and broader topics of importance.

• Simplified management by restructuring the GTO department into high-level operating functions focused on Investments, Clients, Funds, Operations, and Technology.

• Led the design, build and opening of the firm’s new office in India, reducing turnover, considerably improving staff engagement, and expanding AB India support to other business units beyond GTO.

• Co-led the firm’s efforts to drive a three-two structure for return to office compliance and rolled out a dashboard to management to better assist in tracking and driving compliance.

• Organized various employee gatherings throughout the year to foster staff unity and engagement among business units.

2023 Compensation

2023 Annual Report 151

Global Head of Client Group and Head of Private Wealth

Summary of Achievements:

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

Erzan achieved solid results across both groups despite a challenging market environment.

Erzan’s leadership, the CG grew its active ETF platform, obtained a fund management company license to operate in China, and focused on building out capabilities in key segments.

Additionally, Mr.

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

Erzan added advisors and expanded services and investment solutions offered to our PW clients.

As a member of the executive leadership team, Mr.

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Individual Achievements

• 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.

• Achieved solid results in CG with 2023 gross sales of $83B, including $71B retail and $12B institutional.

US Retail, a key strategic growth area, grew sales by 9% year-over-year and achieved a fifth straight year of organic growth.

• Realized positive PW net flows (+$1.1B), with 1% annualized net organic growth, the third straight year of organic growth.

Saw record advisor productivity with strong client retention.

Continued growth in private alternatives and margin loans were partially offset by impact of deteriorating active equity flows.

• Grew ETF platform, which launched in September 2022, from two to 12 funds, reaching $1.4B in total AUM across multiple client channels.

• Co-led effort to obtain regulatory license for AB’s fund management company in China to offer onshore investment products and solutions to local retail clients.

• Continued to build out capabilities in key growth segments.

In third-party insurance, developed an analytical toolset, onboarded new robust client data and reporting solution, and expanded advisor coverage.

In defined contribution, continued to develop flexible approaches to delivering insurance-backed guaranteed retirement income.

Published foundational research on evaluating diverse retirement-income solutions.

• Furthered build out of our alternative investments platform by adding product development resources and making meaningful progress in the creation of new innovative offerings to be launched in 2024 for retail clients.

• Increased PW net new advisors beyond target of 5%.

Boosted number of teams forming new partnerships, expanding reach and capabilities, and elevating the client experience for our new and existing clients.

• Launched comprehensive PW client segmentation strategy, including expanding UHNW servicing team, introducing new organizational structure for global families vertical, and piloting fee-for-service with multi and single-family offices.

Segmentation strategy will streamline operations, grow brand awareness, expand reach, and provide more services for clients.

• Expanded PW investment solutions offering, including first successful CarVal engagement to raise capital for clean energy fund and launch of several fixed income separately managed account strategies.

Raised record capital amount for secondary investing partners and our model portfolio platform crossed $20B, an all-time high.

Organizational

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• 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.

Improved 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.

2023 Compensation

2022 Annual Report 153

Head of Global Technology and Operations

Summary of Achievements:

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

• 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 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

General Counsel and Global Head of Compliance

General Counsel & Corporate Secretary

Summary of Achievements:

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.

Manley is responsible for AB’s Legal and Compliance Department, overseeing all legal and regulatory affairs for the firm.

Manley counseled management to successfully navigate through a heighted regulatory environment, implemented departmental organizational changes to optimize structure and efficiencies, and supported the firm’s critical strategic initiatives, including the joint venture and establishing businesses in new jurisdictions.

Individual Achievements

• 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.

• 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.

• Successfully navigated the firm through numerous regulatory examinations, inquiries and sweeps without any serious infractions or penalties.

• Provided legal leadership and guidance on the Société Générale joint venture transaction and the development of new business establishments in Ireland and Dubai.

• Spearheaded our Investments Reimagined initiative with EQH as part of our collective efforts to streamline and build efficiencies into our capital deployment activities.

• Provided legal support and regulatory guidance in connection with the successful licensing of our Fund Management Company in China.

• Worked closely with our US Mutual Fund boards as they made formal plans for a unitary board in 2025.

Organizational

• Recruited, developed and retained high-quality talent.

• Drove innovation and savings through technology and process improvements.

• Continued to drive innovation and savings through technology and process improvements.

• Executed on four critical succession plans in Compliance, Mutual Fund Legal, International Legal and Corporate Legal promoting high quality internal talent while creating efficiencies, cost savings and significant leadership development opportunities.

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

lead departmental initiatives around purpose, values and corporate responsibility.

2023 Compensation

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.

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

Burke) 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.

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2023 Annual Report 153

Compensation Committee;

Process for Determining Executive Compensation

The Compensation Committee consists of Ms.

Matus (Chair), Mr.

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

The Compensation Committee consists of Mr.

Stonehill (Chair), Mr.

The Compensation Committee held five regular meetings in 2023.

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

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Pearson, director and President and CEO of EQH, is a member of the Compensation Committee, and any action taken by the Compensation Committee requires his affirmative vote or consent.

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

Matus and Mr.

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

Stonehill 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 and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation;

• reviewing and discussing the CD&A and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10- K and, when applicable, proxy statements.

• reviewing and discussing the CD&A and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, and when applicable, proxy statements.

The Compensation Committee has developed a comprehensive process for:

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The Compensation Committee’s year-end process generally focuses on the cash bonuses and long-term incentive compensation awards granted to NEOs and other senior executives.

Bernstein, working with Ms.

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

Bernstein, working with the other senior executives, provides recommendations for individual executive awards to the Compensation Committee for its consideration.

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 2022, as well as one special meeting held in July 2022.

Spencer provides the Compensation 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 adjusted financial and operating 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 2023.

The Compensation Committee approved the firm's final year-end compensation recommendations during its regular meeting held in November 2023.

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.

2022 Annual Report 157

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Compensation Consultant;

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In 2023, 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 $60,000 (the " 2023 Benchmarking Data ").

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

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

The 2023 Benchmarking Data summarized 2022 compensation levels and 2023 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.

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The 2023 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.

Please note that we excluded Ms.

Burke from this analysis as she resigned from AB in May 2023 and, accordingly, did not receive year-end incentive compensation.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2023 to our NEOs (other than Ms.

Burke, who was not considered in this process given her resignation from the Company) were appropriate and reasonable.

Compensation Elements for NEOs

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We provide our NEOs with annual short-term incentive compensation awards in the form of cash bonuses.

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.

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

Annual cash bonuses in respect of 2023 performance for each NEO were determined in November 2023 and paid in December 2023.

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.

These bonuses, and the 2023 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 adjusted financial performance.

In respect of 2023, Mr.

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Bernstein’s cash bonus and other compensation elements.

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2023 Annual Report 155

Long-Term Incentive Compensation Awards

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

awards granted in 2022 and forward 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, 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.

For 2023 performance, awards were granted in December 2023 to each of Messrs.

Bernstein, Siemers, Sprules, Erzan, and Manley pursuant to the AB 2023 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 ”).

Burke, who resigned in May 2023, 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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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 full 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.

The award agreement contained in the AB Incentive Compensation Award Program (" ICAP ") permits AB to claw-back the unvested portion of an award if the recipient fails to adhere to our risk management policies.

As such, for accounting purposes, there is no employee service requirement and awards are fully expensed when granted.

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

Relocation-related Performance Awards

In April 2018, Ms.

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;

• the level of workplace talent and diversity in Nashville is satisfactory.

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

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

Further, pursuant to Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board has adopted a Compensation Recovery Policy (the "Policy ") effective November 15, 2023.

Pursuant to the Policy, the Company will promptly recover erroneously awarded incentive-based compensation (as defined by section 10D(b)(1) to include any compensation that is granted, earned or vested wholly or in part upon attainment of a financial reporting measure) from any current or former Executive Officer of the Company as defined by Rule 10D-1 of the Exchange Act as required under the Exchange Act and the NYSE Listed Company Manual.

The company does not currently award incentive-based compensation as defined by the Act.

We have filed the Policy as Exhibit 97.01 to this Form 10-K.

The portion of incentive-based compensation received from EQH specific to Mr.

Bernstein is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr.

See " Summary Compensation Table" EQH for stock awards received by Mr.

Bernstein for which the EQH Compensation Recovery Policy is applicable.

Former COO and CFO Resignation

As announced in a Form 8-K filed on June 1, 2023, Ms.

Burke resigned from AB on May 31, 2023.

Her responsibilities as COO were promptly transferred to Mr.

Sprules and her responsibilities as CFO were promptly transitioned to Mr.

Siemers on an interim basis.

The compensatory benefits Ms.

Burke forfeited by resigning included (i) unvested portions of prior-year long-term incentive compensation awards, aggregating to approximately $2.9 million in value (based on the closing price of an AB Holding Unit as of August 29, 2023, her 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 (at target) granted to her by EQH in connection with her membership on, and service to, EQH's Management Committee, aggregating to approximately $225,000 (based on the closing price of an EQH share as of August 29, 2023).

AllianceBernstein

Defined Contribution Plan

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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.

The retirement plan (the " Retirement Plan ") is a qualified, noncontributory, defined benefit retirement plan covering current and former employees who were employed in the United States prior to October 2, 2000.

Each participant’s benefits are determined under a formula which takes into account years of credited service through December 31, 2008, the participant’s average compensation over prescribed periods and Social Security covered compensation.

The maximum annual benefit payable under the 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 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 plan is 65.

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

A participant in the 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, 2023, Mr.

Sprules has attained age 50 and earned 26 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.

(For purposes of determining early retirement eligibility, years of service after benefits under the 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.

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Because the total of Mr.

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

Manley’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.

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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.

The actuarial adjustment factors are based on the mortality assumptions specified under Section 417(e) of the Internal Revenue Code, and a 6% interest rate, as specified in the Retirement Plan.

For example, a 60 year old participant 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.

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2023 Annual Report 157

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

2022 Annual Report 161

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Under the CEO Employment Agreement, Mr.

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A change in control is defined as, among other things, EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board.

2023 Annual Report 159

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

AllianceBernstein

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

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

Bernstein and provided Mr.

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Compensation awarded by EQH to Mr.

Bernstein, Ms.

Erzan and Mr.

Bernstein, Mr.

Erzan and Ms.

In February 2023, EQH granted to Mr.

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• a performance share award (for EQH common stock) with a grant date fair value of $498,025, which can be earned subject to EQH’s total shareholder return relative to its peer group.

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

Erzan and Mr.

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

Additionally, in February 2023, EQH granted to each of Mr.

Erzan and Ms.

Burke, 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 $40,024;

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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 2023 " and "Grants of Plan-Based Awards in 2023."

Bernstein, Ms.

Burke and Mr.

Bernstein and Mr.

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.

Burke, who resigned as our firm's COO and CFO in May 2023 (and from the EQH Management Committee), forfeited her awards and is ineligible for additional awards.

CEO Pay Ratio

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After identifying the median employee based on total compensation, we calculated total compensation in 2023 for such employee using the same methodology we use for our NEOs as set forth below in the Summary Compensation Table for 2023 .

AllianceBernstein

As illustrated in the table below, our 2023 CEO Pay Ratio is 65:1 :

2022 Annual Report 163

Seth Bernstein Median Employee

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(1) Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $4,165,000 and (ii) awards granted by EQH with an aggregate grant date fair value of $830,054, as more fully described above in “Compensation awarded by EQH to Mr.

Bernstein.” For additional information, please refer to the compensatory tables below in this Item 11 .

Bernstein, Mr.

Erzan and Ms.

Burke.” For additional information, please refer to the compensatory tables below in this Item 11 .

(2) For a description of Mr.

Bernstein’s other compensation, please refer to the Summary Compensation Table for 2023 below .

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

The median employee's other compensation consists of a $5,988 contribution match under the AB Profit Sharing Plan.

Other Compensation-Related Matters

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

Kristi Matus (Chair) Daniel Kaye

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Charles Stonehill (Chair) Daniel Kaye

2023 Annual Report 161

Summary Compensation Table for 2023

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

Kate Burke (6)

Bill Siemers (6)

2023 300,000 645,000 255,000 — — 17,340 1,217,340

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2023 400,000 2,025,000 1,575,000 — 3,018 32,294 4,035,312

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

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

Onur Erzan (5) (6)

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2023 400,000 2,905,851 2,555,887 — — 17,544 5,879,282

Karl Sprules (8)

Head of Global Technology and Operations

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

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

Mark Manley (6)

Global Head of Compliance and General Counsel

General Counsel and Corporate Secretary

2023 300,000 780,000 345,000 — 22,934 26,898 1,474,832

Bill Siemers (7)

Controller and Chief Accounting Officer (and Former Interim CFO)

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

Ali Dibadj (6)(9)

Former CFO & Head of Strategy

Kate Burke (5) (7)

Former COO and CFO

2023 273,846 — 100,036 — — 632 374,514

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(2) See “Grants of Plan-Based Awards in 2023” below .

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

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.

The expected EQH dividend rate is based on market consensus.

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

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

(3) See "Overview of Mr.

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

Bernstein, Ms.

Erzan and Mr.

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

Bernstein, Mr.

Erzan and Ms.

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

Bernstein's compensatory elements.

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Bernstein received from EQH in February 2021.

(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.

(5) The "Stock Awards" column for 2023 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,024) and the performance share award (grant date fair value of $60,012) Mr.

Erzan and Ms.

Burke each received from EQH in February 2023.

For 2022, this column 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) Mr.

Erzan and Ms.

Burke 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;

Burke received from EQH in February 2021.

(6) We have not provided 2021 compensation for Messrs.

Siemers, Erzan, or Manley;

they were not deemed NEOs in those years.

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

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.

Burke resigned as our firm's COO and CFO in May 2023 to become the President at another company.

As a result, she forfeited all unvested AB and EQH awards granted to her in the current and previous years.

AllianceBernstein

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

5 unchanged sentences

16,500 3,564 24

Kate Burke — 15,250 966 —

Onur Erzan — 10,000 630 387

Bill Siemers — 15,000 1,980 360

Karl Sprules — 16,500 4,002 11,792

Onur Erzan — 16,500 630 414

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.

We made available to Mr.

Bernstein a car and driver for security and business purposes.

Kate Burke — — 632 —

Bernstein is entitled to the use of a dedicated car and driver pursuant to his employment agreement for security and business purposes.

The amount reflects Mr.

Bernstein's personal use for commuting and other non-business use.

Car and driver services were contracted through a third party.

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

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

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

(2) These amounts represent stipends paid to Messrs.

Bernstein, Siemers, Erzan, and Manley to help cover the cost of a mobile phone;

these stipends are paid to employees generally as well.

AllianceBernstein

The amount set forth in the table for Mr.

Sprules represents a stipend to help cover a portion of the housing cost in New York while traveling for business.

2023 Annual Report 163

Grants of Plan-Based Awards in 2023

Grants of awards under the 2017 Plan, our equity compensation plan, during 2022 made to our NEO are as follows (we also discuss awards issued by EQH to Mr.

Bernstein, Ms.

Erzan and Mr.

Grant Date All Other

Grants of awards under the 2017 Plan, our equity compensation plan, during 2023 made to our NEOs are as follows (we also discuss awards issued by EQH to Mr.

Bernstein, Mr.

Erzan, and Ms.

Burke below ):

Grant Date Estimated Future Payouts Under Equity Incentive Plan Awards (3)

Stock Awards:

1 unchanged sentence

(#) Grant Date

Performance Based EQH Awards (3)

Name Threshold (#) Target

4 unchanged sentences

2/15/2023 3,187 12,747 25,494 12,747 498,025

Kate Burke (2)(3)

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

Bill Siemers (2)

12/12/2023 8,344 255,000

Karl Sprules (2)

12/12/2023 51,538 1,575,000

3 unchanged sentences

2/15/2023 384 1,536 3,072 1,536 60,012

Karl Sprules (2)

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

Mark Manley (2)

12/12/2023 11,289 345,000

Bill Siemers (2)(5)

12/12/2022 4,506 175,000

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

Ali Dibadj (3)(4)

Kate Burke (3)(4)

2/15/2023 1,221 40,024

4 unchanged sentences

These awards vest in equal annual increments on each of December 1, 2024, 2025 and 2026.

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.

These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2023 and the “AB Holding Unit and/or EQH Awards” columns of the Outstanding Equity Awards at 2023 Fiscal Year-End Table.

(3) In February 2023, EQH granted to each of Mr.

Bernstein, Ms.

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:

Bernstein, Mr.

Erzan and Ms.

Burke (i) a restricted stock unit award with a grant date fair value of $332,029, $40,024, and $40,024, respectively, and (ii) a performance share award with a grant date fair value of $498,025, $60,012, and $60,012, respectively, which can be earned subject to EQH's total stockholder return (" TSR ") relative to its peer group.

TSR is the total amount a company returns to investors during a designated period, including both share price appreciation and dividends.

The number of performance shares that are earned, which cliff vest on February 28, 2026, subject to continued service, will be determined at the end of the performance period (December 2025) 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 87.5 th percentile or greater;

4 unchanged sentences

The restricted stock unit awards, which vest in equal annual increments on each of February 28, 2024, 2025 and 2026, 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.

EQH restricted stock units receive dividend equivalents subject to the same vesting schedule as the restricted stock units themselves.

Burke forfeited these awards.

In 2023, 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, 2023, 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.

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

Stonehill (Chair) and Messrs.

Kaye and Pearson;

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

Matus (Chair) and Mr.

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

Stonehill (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 2023 Incentive Compensation Program " and " Compensation Elements for NEOs " above.

2022 Annual Report 167

AllianceBernstein

Outstanding Equity Awards at 2023 Fiscal Year-End

9 unchanged sentences

— — — — 38,731 1,289,758

Kate Burke (4)(5)(6)

— — — — 94,095 3,234,029

Bill Siemers (6)

— — — — 35,289 1,095,017

Karl Sprules (7)

— — — — 87,882 2,726,981

3 unchanged sentences

— — — — 4,293 142,944

Karl Sprules (8)

— — — — 72,205 2,481,682

Mark Manley (9)

— — — — 22,235 689,951

Bill Siemers (10)

— — — — 31,760 1,091,585

Ali Dibadj (11)

Kate Burke (5)(10)

Bernstein was awarded:

1 unchanged sentence

(ii) 117,791 restricted AB Holding Units in December 2022, one-third of which vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025;

(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;

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

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

3 unchanged sentences

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

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

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 continued employment during the vesting period and meeting the applicable performance criteria.

In February 2023, 2022 and 2021, EQH granted to Mr.

1 unchanged sentence

The performance share awards granted in 2023, 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 2023" for additional information regarding the EQH awards.

4 unchanged sentences

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

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

Burke and Mr.

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.

In February 2022 and 2021, respectively, EQH granted to each of Ms.

Burke and Mr.

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

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

In February 2023, 2022 and 2021, respectively, EQH granted to Mr.

Erzan (i) a restricted stock unit award with a grant date fair value of $40,024, $40,021 and $40,000, respectively and (ii) a performance share award with a grant date fair value of $60,012, $60,014 and $60,000, respectively, which can be earned subject to EQH's total shareholder return relative to its peer group.

1 unchanged sentence

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

Bernstein, Ms.

Burke and/or Mr.

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

Bernstein, Ms.

Erzan and Mr.

Dibadj" above in CD&A .

AllianceBernstein

Burke was awarded:

Bernstein, Mr.

Erzan and Ms.

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

Bernstein, Mr.

Erzan and Ms.

Burke" above in CD&A .

2023 Annual Report 165

Siemers was awarded:

(i) 8,344 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

(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.

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.

and (ii) 4,506 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025;

and (iii) 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.

Sprules was awarded (i) 51,538 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

and (ii) 28,450 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025;

and (iii) 25,030 restricted AB Holding Units in December 2021, one-third of which vested on December 1, 2022 and December 1, 2023, and the remainder of which is scheduled to vest on December 1, 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:

Erzan was awarded:

(i) 80,362 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

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

and (ii) 38,771 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 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.

Manley was awarded:

(i) 11,289 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

and (ii) 8,883 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 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.

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.

Manley was deemed to be a NEO.

Burke had no outstanding awards as of December 31, 2023, because she forfeited her unvested AB Holding Unit and EQH share awards as a result of her resignation in May 2023.

(11) The market values of restricted AB Holding Units (rounded to the nearest whole unit) set forth in this column were calculated assuming a price per AB Holding Unit of $31.03, which was the closing price on the NYSE of an AB Holding Unit on December 29, 2023, the last trading day of AB's last completed fiscal year.

The market values of EQH shares set forth in this column were calculated assuming a price per share of $33.30, which was the closing price on the NYSE of an EQH share on December 29, 2023.

AllianceBernstein

Option Exercises and AB Holding Units and EQH Shares Vested in 2023

AB Holding Units and EQH shares held by our NEOs that vested during 2023 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

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

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

Value Realized

($) Number of AB

Holding Units or EQH Shares

($) Number of AB Holding Units or EQH Shares

(#) Value Realized

1 unchanged sentence

— — 177,203 5,243,842

Kate Burke (2)

— — 187,363 7,621,786

Bill Siemers — — 4,815 140,071

Karl Sprules — — 35,861 1,043,190

Onur Erzan (2)

— — 25,475 743,185

Karl Sprules — — 184,363 7,503,554

Mark Manley — — 10,854 315,754

Bill Siemers — — 21,291 866,562

Ali Dibadj (2)

Kate Burke (2)

— — 898 28,245

(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.

(1) Includes 39,099 EQH shares acquired with a value of $1,226,384 that vested during 2023.

(2) Includes 898 EQH shares acquired with a value of $28,245 that vested during 2023 .

2023 Annual Report 167

37 unchanged sentences

Change in control — 1,095,017 —

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

Burke for good reason, or termination due to death or disability 4,900,000 3,234,029 —

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 1,890,000 1,095,017 —

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

death or disability under ICAP;

— 3,234,029 —

excludes 2022 RSU award) (7)(8)

Termination by AB without cause;

death or disability (2022 RSU award) — 621,999 —

Change in control — 2,726,981 —

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 —

Sprules for good reason, or termination due to death or disability 4,850,000 2,726,981 —

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

death or disability under ICAP (7)(8)

excludes 2021 RSU award) (7)(8)

— 2,726,981 —

Termination by AB without cause;

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

AllianceBernstein

4 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 3,910,000 2,481,682 —

Erzan for good reason, or termination due to death or disability 6,611,702 5,990,341 —

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)

— 3,657,258 —

Termination by AB without cause;

death or disability (2021 RSU award) — 1,783,738 —

Change in control — 689,951 —

3 unchanged sentences

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

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 —

Ali Dibadj (10)

2022 Annual Report 171

Kate Burke (9)

(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.

3 unchanged sentences

Bernstein are described in the CEO Employment Agreement.

The amounts shown for Ms.

Sprules and Mr.

The amounts shown for Mr.

Erzan, and Mr.

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

12 unchanged sentences

(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.

Burke resigned as our firm's COO and CFO in May 2023, so she was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2023.

2023 Annual Report 169

Additionally, estimated payments and benefits to which Mr.

Bernstein, Ms.

Bernstein or Mr.

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, 2023 are as follows (these amounts would be payable by EQH):

9 unchanged sentences

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

Disability (2)

Involuntary termination (no change in control) (3)

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

Kate Burke (6)

(1) Reflects, as of December 31, 2023, 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.

Bernstein in 2021 and 2022.

Excludes restricted stock unit awards and performance share awards granted in 2023 due to minimum vesting requirements.

(2) Reflects, as of December 31, 2023, the full value associated with awards granted by EQH to Mr.

Bernstein (since 2020), Ms.

Burke (since 2021) and Mr.

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

Bernstein only);

Bernstein (since 2021) and Mr.

Erzan (since 2021);

restricted stock unit awards (to each officer);

1 unchanged sentence

For additional information regarding these awards, please see the Summary Compensation Table for 2023 , Grants of Plan-based Awards in 2023 and Outstanding Equity at 2023 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.

(3) Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards and performance share awards granted by EQH to Mr.

Bernstein in 2021 and 2022, and (ii) the prorated value of the restricted stock unit awards and performance share awards granted by EQH to Mr.

Erzan in 2021 and 2022.

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

Bernstein, Ms.

Burke and Mr.

Bernstein and Mr.

Erzan in 2023 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.

(4) Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards granted to Mr.

Bernstein (in 2021, 2022 and 2023) and to Mr.

Erzan (in 2021, 2022 and 2023), and (ii) the prorated value of the performance share awards granted to Mr.

Bernstein (in 2021, 2022, and 2023) and to Mr.

Erzan (in 2021, 2022 and 2023), with actual and projected performance factors applied for 2021 and 2022 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 2023 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

Burke resigned as our firm's COO and CFO (and from the EQH Management Committee) in May 2023, as such she was ineligible for any potential payment or benefit upon a change in control of EQH as of December 31, 2023.

AllianceBernstein

Director Compensation in 2023

4 unchanged sentences

Nella Domenici (3)

102,500 170,000 272,500

Daniel Kaye 99,000 170,000 269,000

7 unchanged sentences

Kaye, 11,711 AB Holding Units;

Matus, 12,125 AB Holding Units;

Matus, zero AB Holding Units as she departed the Board in May of 2023;

Narayandas, 11,711 AB Holding Units;

3 unchanged sentences

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

Domenici departed the Board effective January 16, 2024.

Independent Director Compensation Elements

11 unchanged sentences

In 2023, the Board granted to each Independent Director then serving (which included Mses.

Domenici, Lamm-Tennant and Matus and Messrs.

Domenici and Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill and Walthall) 5,017 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.

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 2023 Board Meeting, or $33.89 per unit, rounded up to the nearest whole unit.

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.

2 unchanged sentences

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

2023 Annual Report 171

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

50 unchanged sentences

Nick Lane (1)

Kristi Matus (1)

Das Narayandas 35,676 *

2 unchanged sentences

Todd Walthall 11,635 *

Kate Burke (1)(3)

Onur Erzan (1)(3)

6 unchanged sentences

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

Lamm-Tennant and Matus, and Messrs.

Lamm-Tennant and Messrs.

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

3 unchanged sentences

Bernstein's Employment Agreement – Compensation Elements – Restricted AB Holding Units,” “Grants of Plan-based Awards in 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11 for additional information.

(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 “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11 .

(3) Includes 193,050 restricted AB Holding Units granted to Mr.

28 unchanged sentences

Nick Lane (3)

Kristi Matus 19,297 *

Das Narayandas — *

2 unchanged sentences

Todd Walthall — *

Kate Burke (5)

Onur Erzan (5)

12 unchanged sentences

Pearson has the right to exercise within 60 days and (ii) 128,942 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.

(5) Includes 1,344 restricted stock units that Mr.

Erzan will vest within 60 days and settle in EQH shares.

(6) Includes 1,168,305 options that may be exercised and 202,496 restricted stock units that will vest within 60 days and settle in EQH shares for the directors and executive officers as a group.

19 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.

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.

3 unchanged sentences

Decisions of the Delaware courts have recognized the right of parties, under the above provisions of the Delaware Act, to alter by the terms of a partnership agreement otherwise applicable fiduciary duties and liability for breach of duties.

However, the Delaware courts have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties).

However, the Delaware courts

AllianceBernstein

have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties).

Judicial inquiry into whether a partnership agreement is sufficiently clear to displace default fiduciary duties is necessarily fact driven and is made on a case by case basis.

15 unchanged sentences

2023 Annual Report 177

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

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

Significant transactions between AB and related persons during 2023 are as follows (the first table summarizes services we provide to related persons and the second table summarizes services our related persons provide to us):

30 unchanged sentences

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

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

(4) All other fees consist primarily of miscellaneous non-audit services in 2023 and due diligence tax and audit services in 2022.

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

11 unchanged sentences

Exhibit Description

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

3.01 AllianceBernstein Corporation By-Laws with amendments through September 21, 2022 (incorporated by reference to Ex.

3.01 to Form 10-K for the fiscal year ended December 31, 2022, as filed February 10, 2023) .

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

23 unchanged sentences

Exhibit Description

AB's Lease at 66 Hudson Boulevard, New York, New York .

First Amendment to AB's Lease at 66 Hudson Boulevard , New York , New Y ork .

Guidelines for Transfer of AB Units.

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)

Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of June 28, 2022 (incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 202 2, as filed February 10, 2023) .

Amen d ment No.

1 to the Re stated Revolving Credit Agreement, originally dated October 13, 2021 , amended February 9, 2023.

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

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

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).*

Jackie Marks ' Letter Agreemen t dated Dec e mber 20, 2023 .

B ill Siemers Retirement A gree ment dated January 9, 202 4 .

Amendment to the Retirement Plan for Employees of AllianceBernstein L.P., dated as of April 1, 2018 (incorporated by reference to Ex.

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

AllianceBernstein

Exhibit Description

Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Citigroup Global Markets Inc., as Dealer (incorporated by reference to Ex.

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

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.

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

Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of November 1, 2023 , between AllianceBernstein L.P., as Issuer, and Barclays Capital Inc.

, as Dealer .

10.28 Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Ex.

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

AllianceBernstein

Exhibit Description

10.29 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 Kate Burke furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Bill Siemers 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 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.

32.02 Certification of Bill Siemers 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.

97.01 Policy Relating to Recovery of Erroneously Awarded Incen t i v e - b a s e d Compe nsation .

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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 10, 2023 /s/ Kate Burke

Chief Operating Officer & Chief Financial Officer

February 9, 2024 /s/ Bill Siemers

Interim Chief Financial Officer

February 9, 2024 /s/ Thomas Simeone

Thomas Simeone

Controller & Chief Accounting Officer

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President & Chief Executive Officer Chair of the Board

/s/ Nella Domenici /s/ Jeffrey Hurd

Nella Domenici Jeffrey Hurd

Director Director

/s/ Daniel Kaye /s/ Nick Lane

Daniel Kaye Nick Lane

/s/ Jeffrey Hurd /s/ Daniel Kaye

Jeffrey Hurd Daniel Kaye

Director Director

/s/ Kristi Matus /s/ Das Narayandas

Kristi Matus Das Narayandas

/s/ Nick Lane /s/ Das Narayandas

Nick Lane Das Narayandas

Director Director

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(a) Includes accounts written-off as uncollectible of $ 5 .

(b) 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 $ 96 .

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