Revised Proxy Soliciting Materials (Form DEFR14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
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Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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A Letter from our Chairman & Chief Executive Officer and our Lead Independent Director
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Dear Fellow Shareholders:
2024 was an outstanding year of strategic, operational, and financial accomplishments for AIG. Against a backdrop of increased catastrophes, geopolitical tensions and economic volatility, we successfully completed a multi-year transformation, positioning us for the future. We simplified our operating structure and streamlined our portfolio, including the most recent divesture of the global personal travel insurance and assistance business. We accelerated the execution of AIGNext, making the Company leaner, and weaving the organization together while reducing expenses. We maintained a focus on our culture of underwriting excellence, further strengthened our balance sheet, and successfully completed the execution of several key strategic initiatives. We continued to exhibit a balanced capital management plan to support our financial strength, had strong organic growth in our commercial business, and returned capital to shareholders through reductions in debt, stock purchases, increased dividends and the redemption of our preferred stock. We ended 2024 with strong liquidity of
Our most important accomplishment in 2024 was the financial deconsolidation of
The Board of Directors continued to work collaboratively to provide leadership, oversight and guidance to support our long-term objectives. The Board prioritized effective and aligned Board composition, supplemented by a thoughtful and ongoing approach to refreshment. The Board has sought to balance fresh perspectives with legacy knowledge and the requisite skills, expertise and competencies to provide sound stewardship as we sustain and build on our momentum. Since the last Annual Meeting, we have added two new directors to the Board who meet our strategic needs and priorities as we position AIG for the future. Together,
During 2024, the Board continued its focus on the key issues that are critical to the Company's long-term success, contributing to the oversight of a broad range of business opportunities. At our annual offsite in July, we reviewed key components of the Company's strategy with a concentrated focus on technology, cybersecurity, data and digital strategies. The Board heard from management on our future-focused initiatives such as AIG Underwriter Assistance, our Generative Artificial Intelligence powered solution to support underwriting, and reinsurance Syndicate 2478 at Lloyds, a new part of our reinsurance strategy.
Throughout 2024 and early 2025, we continued our efforts to engage consistently and productively with our shareholders, seeking their feedback on a variety of topics. We reached out to investors representing 70% of shares outstanding and held meetings with those representing 54% of shares outstanding. In general, investors expressed significant support for our compensation program, governance practices and sustainability-related projects and commitments.
We have entered an exciting new chapter with financial strength and flexibility achieved through strategic decision-making and disciplined execution. On behalf of the entire Board, we thank you for your continued support and encourage you to read this Proxy Statement and join the Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2025, on
Sincerely,
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Chairman & Chief Executive Officer
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Lead Independent Director
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Chairman & CEO
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Lead Independent Director
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AIG2025 PROXY STATEMENT1
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Notice of
Annual Meeting
of Shareholders
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2025 Annual Meeting of Shareholders to be Held Virtually:
This year's meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2025
Date and Time:
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Matters to be Voted On:
1.Election of the Twelve Director Nominees Named in this Proxy Statement
2.Advisory Vote to Approve Named Executive Officer Compensation
3.Advisory Vote on the Frequency of Future Executive Compensation Votes
4.Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025
5.Other business, if Properly Presented at the Annual Meeting
Your vote is very important. We encourage you to vote.
Who May Vote :
If you owned shares of American International Group, Inc. common stock at the close of business on March 17, 2025 (the record date), you are entitled to receive this Notice of the 2025 Annual Meeting and to vote at the 2025 Annual Meeting, either during the virtual meeting or by proxy.
How to Participate:
To participate in the 2025 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2025), enter the 16-digit voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. You can find detailed instructions on page 89 of this Proxy Statement.
Please carefully review this Proxy Statement and vote in one of the four ways identified on this page under "How to Vote."
By Order of the Board of Directors.
How to Vote:
By Telephone
Call the telephone number on your proxy card or voting instruction form or in other communications
By the Internet
Go to www.proxyvote.com and follow the instructions
By Mail
Sign, date and mail your proxy card or voting instruction form in the enclosed envelope
Online During the Meeting
Attend the 2025 Annual Meeting online. See page 90 for instructions on how to attend and vote online
The Board of Directors is soliciting proxies to be voted at our 2025 Annual Meeting of Shareholders on May 14, 2025 , and at any postponed or reconvened meeting. We expect that the proxy materials and notice of internet availability will be mailed and made available to shareholders beginning on or about April 2, 2025 .
2AIG2025 PROXY STATEMENT
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Table of Contents
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2025 Priorities and 2024 Highlights
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Outstanding Equity Awards at
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A-1
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on May 14, 2025 . The Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement, as well as our 2024 Annual Report, are available free of charge at www.proxyvote.com or at www.aig.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, the Proxy Statement or Annual Report.
Our principal executive offices are located at 1271 Avenue of the Americas , New York, New York , 10020-1304.
AIG2025 PROXY STATEMENT3
| Certain Important Terms | ||
Note: we use the terms the "Company," "AIG," "we," "us," and "our," to refer to AIG Parent and its consolidated subsidiaries, unless the context refers to AIG Parent only. We also use the following capitalized terms and acronyms:
| Term: | Means: | ||||
| 2010 Plan | |||||
| 2013 Plan | AIG 2013 Omnibus Incentive Plan | ||||
| 2021 Plan | |||||
| AATI | Adjusted After-Tax Income | ||||
| AIG Parent | |||||
| AYCR | Accident Year Combined Ratio | ||||
| Board | Board of Directors of AIG Parent | ||||
| By-laws | |||||
| CEO | Chief Executive Officer | ||||
| Certificate of Incorporation | Restated Certificate of Incorporation of |
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| CMRC | |||||
| Corebridge | |||||
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Corporate Governance Guidelines
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| CYCR | Calendar Year Combined Ratio | ||||
| DSU | Deferred stock units | ||||
| Equity Plan | AIG Long Term Incentive Plan (as amended and restated effective |
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| ERM | Enterprise Risk Management | ||||
| ESP | Executive Severance Plan | ||||
| Exchange Act | Securities Exchange Act of 1934 | ||||
| GenAI | Generative artificial intelligence | ||||
| GOE | General operating expenses | ||||
| LLM | Large Language Model | ||||
| LTI | Long-term incentive | ||||
| LTI Plan | 2021 Plan and the Equity Plan, collectively | ||||
| NCGC | Nominating and Corporate Governance Committee | ||||
| NPW | Net Premiums Written | ||||
| NYSE | |||||
| Pay Governance | |||||
| Personal Travel Business | Global individual personal travel insurance and assistance business | ||||
| PCAOB | |||||
| PCS | Private Client Select | ||||
| PSU | Performance share unit | ||||
| PwC | |||||
| ROE | Retuon Equity | ||||
| RSU | Restricted stock unit | ||||
| Say-on-Pay vote | Advisory vote to approve the compensation paid to named executive officers | ||||
| Securities Act | Securities Act of 1933 | ||||
| STI | Short-term incentive | ||||
| TSR | Total Shareholder Return | ||||
4AIG2025 PROXY STATEMENT
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Proxy Statement Summary
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2025 Annual Meeting of Shareholders to be Held Virtually:
This year's meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2025
Date and Time:
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This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should read the entire Proxy Statement carefully before voting.
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Voting Matters and Vote Recommendation
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Board's
recommendation
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More
information
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Management
Proposals
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Item 1
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Election of the Twelve Director Nominees Named in this
Proxy Statement
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FOR each
Director Nominee
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Page 12
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Item 2
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Advisory Vote to Approve Named Executive Officer Compensation
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FOR
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Page 40
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Item 3
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Advisory Vote on the Frequency of Future Executive Compensation Votes |
ANNUAL |
Page 85
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Item 4
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Ratify Appointment of
Independent Auditor for 2025
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FOR
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Page 87
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What's New
nImplemented enhanced CEO succession planning (see page 29)
nConducted two-day Board strategy session with a concentrated focus on technology, cybersecurity and data and digital strategies (see page 28)
nContinued to transition Board skill sets from transformation to growth, adding two new directors to the Board (see page 16)
nImplemented a revamped director orientation program (see page 26)
nAdopted new statement on director expectations (see page 23)
nReviewed and revised governance documents, including updating the Risk Committee charter and amending the Corporate Governance Guidelines to remove the mandatory retirement age for directors and provide additional flexibility in committee chair rotation (see page 23)
nEnhanced disclosure regarding Lead Independent Director responsibilities and succession planning based on feedback from investors (see pages 25 and 29)
nSimplified the structure of our short-term incentive program to reflect our less complex operating structure with one company performance scorecard applicable to all plan participants (see page 53)
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AIG2025 PROXY STATEMENT5
Proxy Statement SummaryAbout Us
About Us
We are a leading global insurance organization. We provide insurance solutions that help businesses and individuals in over 200 countries and jurisdictions protect their assets and manage risks through our operations, licenses and authorizations as well as network partners.
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World-Class Underwriting and Claims Expertiseexecuted through franchises that are among the leaders in their geographies and segments, providing differentiated service.
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Global Reach and Breadth of Loyal Customersincluding millions of clients in over 200 countries and jurisdictions, ranging from individuals to small and medium-sized businesses to multi-national Fortune 500 companies.
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Broad and Long-Standing Distribution Relationshipswith brokers, agents, advisors, marketplaces and other distributors strengthened through our dedication to quality.
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Global Workforceof more than 22,000 colleagues committed to taking ownership, setting the standard, winning together, being allies and doing what's right.
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Balance Sheet Strength and Financial Flexibilitywith approximately
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6AIG2025 PROXY STATEMENT
Proxy Statement Summary2025 Priorities and 2024 Highlights
2025 Priorities
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Deliver Sustainable Underwriting Results and Profitability Growth
Continue to focus on a culture of underwriting excellence and prudent expense management to support profitable growth.
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Unlock the Full Potential of Our Less Complex Operating Structure
Continue to refine our new operating structure to operate efficiently as a lean, agile and high-performing company.
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Preserve and Harness Balance Sheet Strength and Financial Flexibility
Execute on our balanced capital management plan in order to deliver shareholder value and support our strategic flexibility.
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Invest in our Talent for the Future AIG
Foster a performance-driven culture built on quality, excellence and continuous improvement through ongoing education and workplace learning opportunities.
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Expand our Data and Digital Strategies
Responsibly scale the use of GenAI, focus on continued enhancement of data quality to inform decision making and further strengthen workflow capabilities across the Company to accelerate our strategic business objectives.
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2024 Highlights
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Delivered Strong Financial Performance Driven by Underwriting Excellence
nProduced strong calendar year combined ratio of 91.8 and accident year combined ratio, as adjusted(1)of 88.2.
nDelivered
nGenerated net premiums written of
nAchieved 23 percent Net investment income growth year-over-year.
nExpanded capabilities in the non-admitted ultra and high-net-worth market through exclusive wholesale distribution partnership between Private Client Select and
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Completed Multi-Year Strategies to Direct Focus to Core Businesses
n
nDivested Personal Travel Business for
nLed the launch of Lloyd's Syndicate 2478 through multi-year
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Continued Balanced Capital Management Supporting Financial Strength, Growth and Shareholder Return
nReduced general borrowings by
nRepurchased
nPaid
nEnded 2024 with parent liquidity of
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(1)Accident year combined ratio, as adjusted is a non-GAAP financial measure. See Appendix A for a reconciliation showing how this metric is calculated from our audited financial statements.
AIG2025 PROXY STATEMENT7
Proxy Statement SummaryCorporate Governance Highlights
Corporate Governance Highlights
Independent Board of Directors
We strive to maintain an independent Board that is committed to representing the long-term interests of our shareholders. We seek to have a Board that possesses the substantial and varied skills, experience, viewpoints and backgrounds necessary to provide guidance on our strategy and oversee management's approach to assessing our opportunities and addressing our challenges and risks. The following table provides summary information about each of our twelve director nominees. The Board recommends that our shareholders elect all twelve director nominees during the Annual Meeting. Each nominee is elected annually by a majority of votes cast.
Under our By-Laws, directors in an uncontested election must receive more votes "for" their election than "against." Under the Corporate Governance Guidelines, each nominee has submitted an irrevocable resignation that becomes effective upon (1) the nominee's failure to receive the required vote and (2) the Board's acceptance of the resignation. The Board will accept that resignation unless the NCGC recommends, and the Board determines, that our best interests and the best interests of our shareholders would not be served by doing so.
All directors are independent, except for Mr. Zaffino .
Nominee Highlights
Tenure
Age
Gender
Race/Ethnicity
8AIG2025 PROXY STATEMENT
Proxy Statement SummaryCorporate Governance Highlights
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Director
Since |
Current Committee Memberships*
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Director Nominee
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Age |
Occupation and Background
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Audit
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CMR
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NCG
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Risk
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63 | 2022 |
Former Global Banking and Capital Markets Executive at
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M | M | |||||||||||||||||||||
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56 | 2021 | Chairman & Chief Executive Officer, |
C | ||||||||||||||||||||||
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James (Jimmy) Dunne III
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68 | 2023 |
Vice Chairman and Senior Managing Principal,
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M | ||||||||||||||||||||||
| 70 | 2024 | Senior Strategic Advisor, |
M | |||||||||||||||||||||||
| 45 | 2024 | Co-founder and Managing Partner, Springbank Collective | ||||||||||||||||||||||||
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75 | 2015 | President, |
C | M | |||||||||||||||||||||
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68 | 2023 | Managing Director, |
M | M | |||||||||||||||||||||
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58 | 2025 | Executive Vice President and Chief Information Officer, |
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| 68 | 2019 | Former Executive Vice President & Chief Financial Officer, |
C | |||||||||||||||||||||||
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Lead Independent Director |
68 | 2022 |
Former Non-Executive Chairman,
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M | ||||||||||||||||||||||
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57 | 2023 |
Former Chief Financial Officer,
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M | C | |||||||||||||||||||||
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58 | 2020 |
Chairman & Chief Executive Officer, AIG
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KEY TO COMMITTEES
CMRCompensation and Management ResourcesNCGNominating and Corporate Governance
CChairMMember
*Ms. Leimkuhler and Mr. Perez joined the Board in November 2024 and February 2025 , respectively. They have not yet received any committee assignments.
We believe our nominees' distinctive and complementary skills, experience, viewpoints and backgrounds promote a well-functioning, highly qualified Board. We have undertaken significant Board refreshment in recent years to ensure that the directors are positioned to provide guidance and oversight as we continue to make meaningful progress on strategic priorities, including the repositioning of our portfolio for sustainable, profitable growth.
AIG2025 PROXY STATEMENT9
Proxy Statement SummaryCorporate Governance Highlights
Board Composition and Accountability to Shareholders
| Board Leadership |
n
nAll members of Board committees are independent
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| Board Evaluations |
nAnnual Board Committee and individual director evaluations to facilitate ongoing, systematic examination of effectiveness and accountability
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| Director Independence |
nOur Board has determined that all director nominees, other than
nBoard Committees are independent under the applicable standards of the NYSE and any other applicable law, rule or regulation
nOur Corporate Governance Guidelines require that at least two-thirds of the Board be independent under the applicable standards of the NYSE
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| Annual Elections |
nAll of our directors are elected annually
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| Overboarding Policy |
nA director may not serve on the boards of more than three other public companies (other than AIG Parent or a company in which AIG has a significant equity interest) absent special circumstances
nA director who is an executive officer of another public company may not serve on the board of more than one public company (other than AIG and the public company for which such director serves as an executive officer)
nA member of the Audit Committee may not serve on more than two audit committees of other public companies
nThe CEO may not serve on the board of more than one public company, other than a company in which AIG has a significant equity interest
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| Risk Oversight |
nThe Board, directly or through its committees, oversees risk management policies and practices, including our risk appetite statement, and regularly discusses risk-related issues
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| Proxy Access |
nWe have adopted a proxy access right applying corporate best practices, allowing shareholders to include director nominations in our Proxy Statement
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| Right to Call Special Meeting |
nShareholders holding 25 percent of voting stock can call special meetings
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Action by Written Consent
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nShareholders can act by written consent
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Majority Voting Standard
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nEach of our directors is elected by a majority of the votes cast in an uncontested election
nIncumbent directors are required to submit irrevocable resignations prior to being nominated for re-election that becomes effective upon the nominee's failure to receive the required vote and the Board's acceptance of such resignation
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| Voting Rights |
nShareholders have equal voting rights per share
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Shareholder Engagement
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nWe prioritize a program of regular engagement with our shareholders regarding matters of corporate governance and executive compensation
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10AIG2025 PROXY STATEMENT
Proxy Statement SummaryCorporate Governance Highlights
Shareholder Engagement
During the spring and fall of 2024 as well as early 2025, we continued our efforts to engage consistently and productively with our shareholders, seeking their feedback on a variety of topics, including enhancements and progress we made against shareholder feedback from the prior year's engagement meetings. Our Lead Independent Director participated in some of these engagement meetings, joined by our General Counsel, Chief Human Resources Officer, Corporate Secretary, Head of Total Rewards, Head of Investor Relations and Chief Sustainability Officer, as appropriate.
For a more detailed explanation of what we heard and how we responded, please see page 37. For executive compensation topics, please see page 50.
By the Numbers: Engagement in 2024 and Early 2025
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Reached out to
46 topshareholders,
representing approximately
of shares outstanding
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Held
34 meetingswith shareholders,
representing approximately
of shares outstanding
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Met with
ISS
during Fall Engagement
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Lead Independent Director participated in meetings with shareholders representing approximately
of shares outstanding
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Shareholders Provided Feedback on the Key Topics Below
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nChairman & CEO performance, expressing high regard
nExecutive compensation, including special awards and plan design
nLong-term succession planning for key positions
nSustainability goals
nStrategic transactions, such as the Corebridge deconsolidation
nBoard refreshment and tenure
nBoard leadership structure, including positive feedback on our robust Lead Independent Director responsibilities
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AIG2025 PROXY STATEMENT11
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Proposal 1
Election of Directors
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What am I voting on?
The Board is seeking your support for the election of the twelve individuals nominated to serve on the Board until the2026Annual Meeting or until a successor is duly qualified and elected.
Our director nominees hold and have held senior positions as leaders of various large and complex global businesses. Our nominees have been chief executive officers, chief financial officers, chief information officers, senior executives with financial services, insurance, media, technology, private equity and industrial firms, senior government officials and a military officer. Through these roles, our nominees have developed expertise in such areas as insurance, financial services, international business operations, risk management, corporate governance, M&A, technology, data and digital strategies, cybersecurity and human capital management. With this blend of skills and experience, our nominees bring fresh perspectives and a seasoned and practical approach to Board deliberations and oversight. Each director nominee is independent except for our Chairman & CEO,
Detailed biographical information for each director nominee follows. We have included the key experiences and qualifications and skills, including other US public company directorships, that our nominees bring to the Board. Each director nominee is currently a director on the Board and has consented to being named as a nominee in the proxy materials and to serve if elected.
Voting Recommendation
The Board unanimously recommends a voteFOReach of the nominees for election to the Board at the 2025 Annual Meeting.
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Board Composition and Refreshment Process
We prioritize effective and aligned Board composition, supplemented by a thoughtful and ongoing approach to refreshment. Over the past several years, the Board, with significant support from theNCGC, has undertaken a thorough evaluation of the size and composition of the Board and its committees, with ten new directors added in the last five years. The Board and the NCGC take into account the characteristics and qualifications of existing directors, potential director departures and our evolving strategic objectives and business environment when evaluating Board composition.
With respect to our recent Board refreshment, we have sought to balance fresh perspectives with legacy knowledge and the requisite skills, expertise and competencies to provide sound stewardship as we sustain and build on our momentum. In particular, we have added directors who meet our strategic needs and priorities as we transition from transformation to growth while eliminating our mandatory retirement age which served as an artificial constraint on legacy directors. For example, since our last annual meeting, we have added two new directors who will help us evaluate business uses for new technologies as well as new avenues for business growth.
The NCGC identifies candidates in several ways: current and former directors and senior management may recommend suitable candidates; any shareholder may recommend a director candidate by writing to our Corporate Secretary (see page 93 for contact information); and the NCGC may engage third-party search firms to ensure that there is a large pool of suitable candidates.
12AIG2025 PROXY STATEMENT
Proposal 1 - Election of DirectorsBoard Composition and Refreshment Process
Criteria for Board Membership
The Board and the NCGC conduct a rigorous review of director candidates, taking into consideration the following criteria set forth in our Corporate Governance Guidelines:
nHigh personal and professional ethics, values and integrity
nAbility to work as part of an effective, collegial group
nCommitment to representing the long-term interests of the Company and our shareholders
nSkills, expertise, background and experience with businesses and other organizations that the Board deems relevant
nInterplay of the candidate's experience with the experience of other Board members
nPersonal background and professional experience, skills and qualifications
nContribution of the candidate's skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively
nAbility and willingness to devote the time necessary to fulfill a director's duties
Key Skills, Experience and Expertise
The NCGC regularly reviews with the Board the essential skills, experience and expertise that are most important in selecting candidates to serve as directors, considering our complex businesses, regulatory environment and the mix of capabilities and experience already represented on the Board. To this end, the Board and the NCGC have identified the following key skills and areas of expertise as essential for effective oversight in light of our businesses and strategy:
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Insurance
Experience working in the insurance industry, particularly property and casualty
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Financial Services
Experience in the non-insurance financial services industry, including banking and financial markets
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Business Transformation
Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations
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Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role
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Risk Management
Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks
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Regulatory/Government
Experience working in highly regulated industries and/or as a regulator or other government official
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Financial Reporting/Accounting
Experience with financial reporting, accounting or auditing processes and standards
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International Experience
Experience managing or overseeing businesses outside the
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Technology/Cyber
Experience with oversight, development and adoption of technology, including artificial intelligence, and management of related issues and risks, including information security, cybersecurity and data management
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Digital
Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks
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Sustainability
Experience with environmental, sustainability and governance-related issues
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AIG2025 PROXY STATEMENT13
Proposal 1 - Election of DirectorsBoard Composition and Refreshment
We believe our nominees' varied and complementary skills, experiences, viewpoints and backgrounds promote a well-functioning, highly-qualified Board to provide appropriate guidance and independent oversight. In the nominees' biographies beginning on page 16- as well as the summary graphic below - we highlight each nominee's key skills, experience and areas of expertise.
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Director Nominee and Title
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Director
Since
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Former Global Banking and Capital Markets Executive at
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2022
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¢ | ¢ | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||||
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Chairman & Chief Executive Officer,
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2021 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||||
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James (Jimmy) Dunne III
Vice Chairman and Senior Managing Principal,
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2023
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¢ | ¢ | |||||||||||||||||||||||||||||||||||
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Senior Strategic Advisor,
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2024
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¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ||||||||||||||||||||||||||||||
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Co-founder and Managing Partner, Springbank Collective
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2024 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||||
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President,
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2015 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||
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Managing Director,
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2023 | ¢ | ¢ | ¢ | ¢ | ¢ | ||||||||||||||||||||||||||||||||
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Executive Vice President and Chief Information Officer,
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2025 | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||||||
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Former Executive Vice President & Chief Financial Officer,
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2019 | ¢ | ¢ | ¢ | ¢ | ¢ | ||||||||||||||||||||||||||||||||
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LEAD INDEPENDENT DIRECTOR
Former Non-Executive Chairman,
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2022 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ||||||||||||||||||||||||||||
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Former Chief Financial Officer,
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2023 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | |||||||||||||||||||||||||||||
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Chairman & Chief Executive Officer, AIG
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2020 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ||||||||||||||||||||||||||
| Total |
7
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10 | 7 | 8 | 8 | 4 | 8 |
6
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7 | 6 | 6 | |||||||||||||||||||||||||||
14AIG2025 PROXY STATEMENT
Proposal 1 - Election of DirectorsDirector Nominees
Director Nominees
The Board, on the recommendation of the NCGC, has nominated for election to the Board the twelve individuals presented in the Proxy Statement beginning on page 16. All are incumbent directors and were elected by the shareholders at the 2024 Annual Meeting, other than Ms. Leimkuhler and Mr. Perez , who joined the Board in November 2024 and February 2025 , respectively. Executive officers identified Ms. Leimkuhler and Mr. Perez who were then interviewed by our directors and subject to the Board's customary due diligence and evaluation procedures.
Our Corporate Governance Guidelines and By-Laws do not impose term limits or age limits because, in certain circumstances, the Board believes that legacy directors can be uniquely positioned to provide insight and perspective regarding our operations and strategic direction.
In light of the recent retirements and Board refreshment efforts, the average tenure of the director nominees is 3 years.
Director Independence
|
All of our non-management directors are independent under the NYSE listing standards. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that the director has no material relationships with the Company, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Company.
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All director nominees are independent except for the Chairman & Chief Executive Officer
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Before joining the Board, and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the director's independence determination or that may affect the heightened independence standards that apply to members of the CMRC and Audit Committee .
The NCGC makes recommendations to the Board regarding the directors' independence based on its assessment. The NCGC's assessment of independence considers all known relevant facts and circumstances about relationships bearing on the independence of a director or nominee. This assessment considers sales of Company insurance products and services to companies or charitable organizations where a director (or immediate family members) may have relationships pertinent to the independence determination. The NCGC also considers fees paid to companies where directors are employed or affiliated. The NCGC reviews these relationships to assess their materiality and determines if any such relationship would impair the independence and judgment of the relevant director.
The Board, on the recommendation of the NCGC, has determined that each director nominee, other than Mr. Zaffino , does not have a direct or indirect material relationship with the Company, or any direct or indirect material interest in any transactions involving the Company and, therefore, satisfies the independence criteria in the NYSE's listing standards.
AIG2025 PROXY STATEMENT15
Proposal 1 - Election of DirectorsDirector Nominees
Director Nominee Biographies
We strive to maintain a balanced and independent Board that is committed to representing the long-term interests of our shareholders. We seek to have a Board that possesses the varied skills, experience, viewpoints and backgrounds necessary to provide guidance on our strategy and to oversee management's approach to assessing our opportunities and addressing our challenges and risks.
The following table provides summary information about each of our twelve director nominees. The Board recommends that our shareholders elect all twelve director nominees listed below at the Annual Meeting. Each nominee is elected annually by a majority of votes cast in uncontested elections.
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CAREER HIGHLIGHTS
n
-Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014
-Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013
-Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010
-Various positions, 2003 to 2008
n
-Director, Equity Sales, 1998 to 2003
n
-Director, Head of Equities, 1995 to 1998
n
-Executive Director,
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
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¢Independent
Age: 63
Director since: 2022 COMMITTEES
nAudit (Financial Expert)
nRisk
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Key Experience and Qualifications: In light of
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16AIG2025 PROXY STATEMENT
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
n
-Chairman & Chief Executive Officer, since 2017
n
-Delegated Deputy Secretary of Education & General Counsel, 2016 to 2017
-General Counsel, 2014 to 2017
-Senior Advisor to the Secretary, 2014
nU.S.
-Deputy General Counsel, 2011 to 2014
n
-Partner, 2004 to 2011
-Associate, 1996 to 2004
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
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¢Independent
Age: 56
Director since: 2021 COMMITTEES
nNominating and Corporate Governance (Chair)
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Key Experience and Qualifications: In light of
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James (Jimmy) Dunne III
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CAREER HIGHLIGHTS
n
-Vice Chairman and Senior Managing Principal, since 2020
n
-Founding Partner, 1988 to 2020
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
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¢Independent
Age: 68
Director since: 2023 COMMITTEES
nCompensation and Management Resources
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Key Experience and Qualifications:In light of
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AIG2025 PROXY STATEMENT17
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
n
-Senior Strategic Advisor, since 2023
n
nCommissioner,
n
-Deputy Director and Chief Operating Officer, 2006 to 2014
n
-Active duty and reserves
-Retired as Brigadier General and Command Pilot,
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
FORMER PUBLIC COMPANY DIRECTORSHIPS
n
n
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¢Independent
Age: 70
Director since: 2024 COMMITTEES
nRisk
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Key Experience and Qualifications: In light of
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18AIG2025 PROXY STATEMENT
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
nSpringbank Collective (venture capital firm)
-Co-Founder and Managing Partner, 2019 to present
n
-Chief Financial Officer of
nNew York Stock Exchange Euronext
-Head of Corporate Strategy and M&A, 2009 to 2013
-Corporate Development, 2004 to 2005, 2007 to 2009
n
-Various positions, 2001 to 2004
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
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¢Independent
Age: 45
Director since: 2024 |
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Key Experience and Qualifications: In light of
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CAREER HIGHLIGHTS
n
-CEO & President, 2015 to present
n
-Corporate Vice President, Operations, 2013 to 2015
-Corporate Vice President & President, Information Systems and Information Technology sectors, 2008 to 2012
-President of the
-Vice President of Operations and Process, Information Technology Sector, 2003 to 2006
n
-Various positions, 1979 to 2002, including Vice President of Information Systems and Processes
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
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¢Independent
Age: 75
Director since: 2015 COMMITTEES
nCompensation and Management Resources (Chair)
nRisk
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Key Experience and Qualifications: In light of
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AIG2025 PROXY STATEMENT19
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
n
-Managing Director, 2007 to present
n
-President, 2016 to 2018
-Vice President, 2014 to 2015
-Treasurer, 2013 to 2014
n
-Managing Director, 2012 to 2015
n
-Managing Director, 1997 to 2007
n
-Chief Revenue Officer and Senior Vice President, Advertising and Marketing,
-Various positions, 1979 to 1992
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
n
n
FORMER PUBLIC COMPANY DIRECTORSHIPS
n
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¢Independent
Age: 68
Director since: 2023 COMMITTEES
nCompensation and Management Resources
nNominating and Corporate Governance
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Key Experience and Qualifications: In light of
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CAREER HIGHLIGHTS
n
-Executive Vice President and Chief Information Officer, since 2022
n
-Various leadership positions, including serving as Chief Information and Engineering Officer from
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
n
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¢Independent
Age: 58
Director since: 2025 |
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Key Experience and Qualifications: In light of
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20AIG2025 PROXY STATEMENT
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
n
-Senior Advisor to the Chief Executive Officer, 2017 to 2018
-Executive Vice President & Chief Financial Officer, 2011 to 2017
n
-Global Insurance Industry Leader, 1999 through 2011
nConsolidated
-President & Chief Executive Officer, 1998 to 1999
n
-Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998
n
-Auditor, 1978 to 1993
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
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¢Independent
Age: 68
Director since: 2019 COMMITTEES
nAudit (Chair)
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Key Experience and Qualifications: In light of
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CAREER HIGHLIGHTS
n
-Non-Executive Chairman,
-Vice Chairman,
-President & Chief Executive Officer,
-Various other senior positions, including:
•President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010
•Vice Chairman,
•President and Chief Executive Officer,
•Senior Vice President,
•Vice President,
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
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¢Lead Independent Director
Age: 68
Director since: 2022 COMMITTEES
nNominating and Corporate Governance
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Key Experience and Qualifications:In light of
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AIG2025 PROXY STATEMENT21
Proposal 1 - Election of DirectorsDirector Nominees
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CAREER HIGHLIGHTS
n
-Chief Financial Officer, 2019 to 2022
n
-Chief Financial Officer, 2018 to 2019
n
-Chief Financial Officer, 2015 to 2016
n
-Chief Financial Officer, 2012 to 2014
n
-Executive Vice President & Chief Financial Officer, 2008 to 2012
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
n
n
FORMER PUBLIC COMPANY DIRECTORSHIPS
n
n
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¢Independent
Age: 57
Director since: 2023 COMMITTEES
nAudit (Financial Expert)
nRisk (Chair)
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Key Experience and Qualifications: In light of
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CAREER HIGHLIGHTS
n
-Chairman, since 2022
-Chief Executive Officer, since 2021; President, since 2020
-Executive Vice President & Global Chief Operating Officer, 2017 to 2021
-Chief Executive Officer,
n
-Various senior positions, including:
•Chairman for the Risk and Insurance Services segment, 2015 to 2017
•Chief Executive Officer of
•President & Chief Executive Officer of
•
n
OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS
nNone
FORMER PUBLIC COMPANY DIRECTORSHIPS
n
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¢Chairman & Chief Executive Officer
Age: 58
Director since: 2020 |
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Key Experiences and Qualifications: In light of
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22AIG2025 PROXY STATEMENT
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Corporate Governance
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Our Continuing Commitment to Effective and Robust Corporate Governance Practices
The Board is committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our shareholders. The Board continuously reviews and considers these practices to enhance its effectiveness.
Our governance framework enables our independent, experienced and accomplished directors to provide advice, insight and oversight that will advance the interests of the Company and our shareholders. We have long strived to maintain sound governance standards, as reflected in our By-Laws, Certificate of Incorporation, Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters, our systematic approach to risk management and our commitment to transparent financial reporting and strong internal controls.
The Board regularly reviews our corporate governance documents and makes modifications from time to time to reflect recent developments and investor feedback to ensure their continued effectiveness. In 2023, the Board completed a comprehensive review of the committee charters and Corporate Governance Guidelines to broaden the responsibilities of the Lead Independent Director and strengthen our corporate governance practices.
In 2024, the Board made further enhancements to our corporate governance documents. This included updating the Risk Committee's responsibilities as listed in its charter to reflect the committee's current focus. The Board also modified the Corporate Governance Guidelines to provide more flexibility in committee chair rotation, providing that consideration should be given to rotating a chair after approximately five to seven consecutive years of service as chair. Also, given the Board's robust refreshment processes, including rigorous screening of potential director candidates, meaningful annual board evaluations, detailed reviews of director expertise and careful monitoring of the Board's composition, the Board determined that the age limit for directors in our Corporate Governance Guidelines was no longer necessary.
In 2024, the Board adopted a new comprehensive statement on director expectations. The statement goes beyond our Corporate Governance Guidelines to provide very specific expectations for our directors related to our primary values of integrity, diligence, teamwork, impact and independence. The director expectations were incorporated into our Board evaluation process.
We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access more information about our corporate governance.
Highlights of our governance framework follow.
The Board is Accountable and Committed to Shareholder Rights
nAnnual director elections
nMajority voting for directors in uncontested elections
nShareholders have proxy access
nShareholders can act by written consent
nShareholders holding 25 percent of voting stock can call special meetings
nStringent share ownership requirements for directors and senior management
nNo hedging, short sales or pledging of AIG securities
nClawback policies that provide protections beyond those required by NYSE
nAnnual advisory vote on executive compensation
nActive and ongoing shareholder engagement
nShareholders have equal voting rights per share
nCertificate of Incorporation and By-Laws do not impose supermajority voting requirements
nAnnual Board, committee and director evaluations
nDirectors are subject to limitations on board service at other public companies
nDirectors' equity awards are not paid until they retire from the Board
nNo director attending less than 75 percent of regular Board and applicable committee meetings for two consecutive years will be re-nominated absent extraordinary circumstances
AIG2025 PROXY STATEMENT23
Corporate GovernanceBoard Leadership Structure
The Board is Independent and Highly Skilled
nAll director nominees are independent, except for our Chairman & CEO, Mr. Zaffino
nAll standing committees are comprised entirely of independent directors
nIndependent directors meet regularly without management in conjunction with regularly scheduled Board and committee meetings
nLead Independent Director role is comprehensive and consequential with explicit responsibilities
nThe NCGC regularly reviews the composition of our Board, taking into consideration the skills, experience, viewpoints and backgrounds of the existing directors, both individually and as a group
The Board and its Committees are Actively Engaged in Oversight
nThe Board, directly and through its committees, oversees our strategic, capital and financial plans as well as our ERM practices, including cybersecurity, sustainability and human capital risks
nThe Board, through the CMRC, annually evaluates CEO performance and oversees executive compensation and human capital management practices and programs, including retention, talent development, compensation and benefits
nThe Board, directly and through the NCGC, oversees succession planning for the Chairman & CEO and our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to sustainability, corporate social responsibility, government relations and lobbying
nThe Board, through the Audit Committee, oversees financial and compliance risk exposures and our Internal Audit function
nThe Board, through the Risk Committee, oversees our ERM and risk framework, risk profile and operational risks
Board Meetings and Attendance in 2024
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98%
Average attendance by directors at the Board meetings held during 2024
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10
Board meetings
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18
Committee meetings
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98%
Average attendance by directors at committee meetings
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In conjunction with each regularly scheduled Board and committee meeting, the independent directors meet in sessions without management. These sessions are led by the Lead Independent Director and committee chairs following Board and committee meetings, respectively.
Under the Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. Each of the directors who stood for election at the 2024 Annual Meeting participated in that meeting.
Board Leadership Structure
Peter Zaffino Holds the Combined Role of Chairman and CEO
The Board elected Peter Zaffino to the position of Chairman of the Board, effective January 1, 2022 . The Board does not have a policy about whether the roles of Chairman of the Board and CEO should be separate or combined. Rather, the Board believes that the present structure, which includes a Lead Independent Director with well-defined responsibilities, provides the Company and the Board with exemplary leadership, appropriate independent oversight of management, and continuity of experience that complements ongoing Board refreshment and aligns with the importance of maintaining a single voice in leadership communications to shareholders, the investor community, employees and other stakeholders.
Under the terms of our 2022 employment agreement with Mr. Zaffino , for the duration of the agreement's five-year term, Mr. Zaffino will be nominated to serve as a member of the Board, and, if elected by the shareholders, will serve as the Chairman.
24AIG2025 PROXY STATEMENT
Corporate GovernanceBoard Leadership Structure
The Lead Independent Director Has Well-Defined Responsibilities
Our By-Laws and Corporate Governance Guidelines require that the Board select a non-management director to serve as Lead Independent Director when the Board Chair is not independent. The Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight and provides a channel for independent directors to candidly raise issues or concerns for the Board's consideration. In 2023, the Lead Independent Director's responsibilities were further broadened to ensure the role has a strong voice.
Chairman and Lead Independent Director Responsibilities
| Responsibility |
Chairman
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Lead Independent
Director |
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Provide leadership to the Board in its oversight of management
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n
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| Chair meetings of the Board and the annual shareholder meeting |
n
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Communicate with shareholders, government officials and other stakeholders
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n |
n
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Set agendas for, and schedule meetings of, the Board
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n
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n
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Review and approve agendas for each committee of the Board and coordinate with the committee chairs to schedule committee meetings
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n
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Review the quality, quantity, appropriateness and timeliness of information provided to the Board
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n
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n
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Confer regularly with the Lead Independent Director on matters of importance, including with respect to management, operational and other business developments that may require action or oversight by the Board
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n
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Provide advice, guidance and assistance to the Chairman
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n
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Call and chair the executive sessions of the independent directors, in conjunction with each regularly scheduled meeting of the Board, and call and chair additional executive sessions and meetings of the independent directors, as needed
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n
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Coordinate with the chair of the NCGC with respect to identifying and evaluating candidates qualified to serve as directors on the Board
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n
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n
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Coordinate with the chair of the NCGC with respect to the format and process for the performance evaluations of the Board and its committees
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n
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n
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Chair meetings of the Board in the absence of the Chairman
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n
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Serve as a liaison and facilitate communication between the Chairman and the Independent Directors
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n
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Confer regularly with the Chairman on matters of importance that may require action or oversight by the Board
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n
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Carrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time
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n
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AIG2025 PROXY STATEMENT25
Corporate GovernanceBoard Leadership Structure
We Generally Limit Service on Other Company Boards
The Board values the experience directors bring from other public company boards on which they serve, but acknowledges that such service may also present significant demands on a director's time and availability and may present other conflicts. In these circumstances, under our Corporate Governance Guidelines, a director must obtain the consent of the Chairman & CEO and chair of the NCGC before joining the board of another company. In addition, absent special circumstances, the Board generally imposes the following limits:
nA director may not serve on the boards of more than three public companies (other than AIG Parent or a company in which AIG has a significant equity interest)
nA director who is an executive officer of another public company may not serve on the board of more than one public company (other than AIG Parent and the public company for which such director serves as an executive officer)
nA member of the Audit Committee may not serve on more than two audit committees of other public companies
nOur CEO may not serve on the board of more than one public company (other than AIG Parent or a company in which we have a significant equity interest)
All of our director nominees meet these guidelines.
Director Orientation and Continuing Education
All new directors participate in a robust and comprehensive director orientation during which they meet with senior executives, fellow directors and our independent auditor. New directors receive extensive written orientation materials to familiarize them with our business and strategic priorities, the insurance industry, our accounting practices, our culture, policies, practices and history, and the legal, compliance and ethical responsibilities of public company directors and other matters critical to the ability of a new director to fulfill his or her responsibilities.
In 2024, we implemented a new director orientation program that involved a mix of both one-on-one and group meetings and educational sessions with management. The sessions provided overviews of the business and various functions as well as our reserving practices, the regulatory environment and the core responsibilities of public company directors. The sessions were open to all directors, many of whom attended.
We believe that director education is vital to the ability of directors to fulfill their roles and we provide varied opportunities to support their continuous learning. Additionally, a continuing education program is carefully curated for all directors regarding matters relevant to the Company. Directors are encouraged to attend outside continuing education programs and are reimbursed for the cost of such programs and related expenses.
26AIG2025 PROXY STATEMENT
Corporate GovernanceBoard Leadership Structure
The Board's Evaluation Process
In addition to regularly reviewing its leadership structure, the Board believes that a thorough and constructive performance evaluation process is an important element of good corporate governance to promote Board effectiveness and continuous improvement. Accordingly, the Board and its committees conduct an annual formal performance evaluation process. The NCGC determines the format and process for the performance evaluations in coordination with the Chairman & CEO and the Lead Independent Director.
The performance evaluation process is designed to facilitate ongoing, systematic examination of the Board's and committees' effectiveness and accountability, and to identify opportunities for improving operations and procedures. The process for the performance evaluations may be conducted with or without a third-party facilitator who specializes in corporate governance and solicits anonymous feedback. A third-party facilitator was recently used in the annual evaluation process in 2023. When a third-party facilitator is not utilized, the Board conducts the process internally.
|
How it Worked in 2024
|
nThe NCGC approved the format and process for the performance evaluations for the Board committees and Individual directors.
nThe performance evaluations were part of a thorough process, including self-assessments in executive sessions and interviews by the Lead Independent Director and the NCGC Chair.
nThe Lead Independent Director and NCGC Chair reported to the full Board on the performance evaluations and feedback received, and led a discussion of opportunities for refinement and change.
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How Performance Evaluations Contribute to Board Performance
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nThe self-assessments are intended to collect the perspectives of each director and assess various indicators of effective governance, including Board size and composition, communication among directors, Board dynamics and director onboarding.
nThe performance evaluation process has in the past led to Board refreshment actions, further evolved the evaluation process, streamlined Board and committee meeting materials and agendas and improved meeting discussions.
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AIG2025 PROXY STATEMENT27
Corporate GovernanceAreas of Board Oversight
Areas of Board Oversight
The Board fulfills its oversight role with respect to our strategic priorities through year-round discussions and presentations covering Company-wide and business unit-specific updates.
In 2024, the Board conducted a two-day strategy session with a concentrated focus on technology, cybersecurity and data and digital strategies. Among other topics, the meetings covered our GenAI and LLM solutions to support business growth. The Board also toured our Cyber-risk Defense Center and engaged in robust dialogue with our cybersecurity experts.
Board Oversight of Risk Management
We consider risk management an integral part of our business strategy and a key element of our approach to corporate governance. We have an integrated process for managing risks throughout our organization in accordance with our firm-wide risk appetite.
|
Board of Directors
The Board, directly or through its committees, oversees our risk management policies and practices, including our risk appetite statement, and regularly discusses risk-related issues. The Board oversees the management of risk, including those related to insurance, market, credit, capital, liquidity, operational, technology and business and strategy, through the complementary functioning of the committees.
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Audit Committee
nDiscusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies
nReviews with management any significant legal, compliance or regulatory risks
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Risk Committee
nAssists the Board in overseeing and reviewing information regarding enterprise risk management and our overall risk framework, and management's identification, measurement, management and reporting of key risks
nAnnually reviews, and recommends to the Board that it approve, the risk appetite statement
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nOversees the assessment of the risks related to our human capital and compensation programs and policies, including the administration of policies regarding the recoupment, repayment or forfeiture of compensation
nReceives periodic reports from our
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Nominating and Corporate Governance Committee
nOversees and reports to the Board on risks related to director independence and related party transactions, public policy and lobbying activities, and sustainability-related issues
|
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Management
Management has the day-to-day responsibility for assessing and managing our risk exposure, and the Board and its committees provide oversight in connection with those efforts, with particular focus on reviewing our most significant existing and emerging risks.
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28AIG2025 PROXY STATEMENT
Corporate GovernanceAreas of Board Oversight
Board Oversight of Cybersecurity
Like other global companies, we continue to witness the increased sophistication and activities of unauthorized parties attempting cyber and other computer-related penetrations such as "denial of service" attacks, phishing, untargeted but sophisticated and automated attacks, and other disruptive software in an effort to compromise systems, networks and obtain sensitive information. Cybersecurity risks may also derive from unintentional human error or intentional malice on the part of employees or third parties who have authorized access to our systems or information. We require employees to complete regular training on cyber-related topics.
We maintain a documented Information Security Program (the Program) that is informed by industry standards, frameworks and best practices and is designed to protect the confidentiality, integrity and availability of our information assets and systems that store, process or transmit information.
Our Board oversees the Program and the management of risks from cybersecurity threats. The Board reviews and monitors our business and technology strategy, including the policies, processes and practices that management implements to address risks from cybersecurity threats. The Board believes that all directors are responsible for oversight of these matters given the increasing importance of cybersecurity to our risk profile, as well as the significant role our technology strategy plays in our strategic priorities. The Chief Information Officer, Chief Information Security Officer (CISO) and Chief Risk Officer provide updates to the Board as appropriate.
We have an established issue escalation protocol for technology incidents, including cyber related incidents. In the event of a material cybersecurity incident, the Board will receive prompt information and ongoing updates about the incident.
At least once each year, the Board discusses our approach to cybersecurity risk management with the CISO. The CISO and regional/country information security officers regularly present to our regional and country leadership boards on material cyber risks and our information security posture and strategy. In 2024, the Board toured our Cyber-risk Defense Center and engaged in robust dialogue with our cybersecurity experts.
Board Oversight of Human Capital Management
Our talented and dedicated colleagues are our greatest asset and support our culture of underwriting expertise and excellence. To this end, we place significant focus on human capital management; namely retaining, developing and attracting high caliber talent.
Our CMRC is responsible for overseeing human capital management practices and programs, including retention, talent development and compensation and benefits. Management periodically reports to the CMRC on our various human capital management initiatives and metrics, including succession planning for key roles.
CEO Succession Planning
The NCGC oversees and reports to the Board on succession planning with respect to the CEO. In 2024, we made enhancements to our CEO succession planning, including retaining a third-party firm to assist in augmenting and facilitating the process. CEO succession planning is regularly reviewed by the Board.
Our Board, together with management, has developed steps to address emergency CEO planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable us to respond to an unexpected vacancy by continuing our safe and sound operation and minimizing potential disruption or loss of continuity to our business and operations.
Management Succession Planning
The Board recognizes the importance of management succession planning. To this end, under our Corporate Governance Guidelines, our Chief Executive Officer periodically presents a management succession plan for our executive leadership team to the Board. The plan includes readiness assessments and career development opportunities for key positions.
In addition, management periodically performs larger organizational talent reviews, through which top internal talent is identified and career development and succession plans are created for roles several levels below the CEO. The succession plans for critical roles are evaluated to assess the strength, depth and readiness of our talent bench. The vast majority of critical roles have at least one identified internal successor.
We are focused on raising the profile of high performing employees and assisting our top leaders to develop skills, behaviors and leadership acumen to continue the successful transformation of the business. Furthermore, as technology evolves, management continues to focus on the skills and tools needed by our colleagues for the AIG of the future with robust training and development programs.
AIG2025 PROXY STATEMENT29
Corporate GovernanceAreas of Board Oversight
Competitive Compensation and Benefits
We seek to align compensation with individual and Company performance and provide the appropriate market-competitive incentives to attract, retain and motivate employees to achieve outstanding results.
Management and the CMRC engage the services of third-party compensation consultants to help monitor the competitiveness of our incentive programs. We provide a performance-driven compensation structure that consists of base salary and, for eligible employees, short- and long-term incentives. We also offer comprehensive benefits to support the health, wellness, work-life balance and retirement preparedness/savings needs of our employees, including, for eligible employees, subsidized health care plans, life and disability insurance, wellness and mental health benefits, legal assistance, paid time off, 16 hours of paid volunteer time off, 2:1 matching grants for eligible charitable donations, parental and bonding leave and both matching and Company 401(k) contributions for eligible employees.
Equipping our people with the skills and capabilities to be successful and contribute is another priority. We do this by giving our employees access to meaningful tools and resources to assist in their professional development no matter where they are in their career paths. We offer numerous learning opportunities to support the development of our employees. All online learning programs are accessible through a global learning management system, Your Learning Journey. Through these programs, employees can increase their insurance and business knowledge, build critical job skills and eacontinuing education credits.
We also place significant importance on promoting internal talent and succession planning. Accordingly, we use a globally consistent streamlined process to support succession planning and talent development. This approach helps identify a pipeline of talent for positions at all levels of the organization and the actions needed to support their development. In 2024, 39 percent of all our open positions were filled with internal talent.
Health and Wellness
The health, safety and wellness of our employees is a priority. We offer numerous benefits and wellness programs focused on the physical, social and financial wellness of our employees. Nearly every country in which we operate has an Employee Assistance Program (EAP), which provides employees with confidential counselling, mental health resources and information to help employees and their dependents through times of stress and anxiety. In many countries where local market and regulations permit, our EAP and other programs also offer work-life balance assistance, eldercare advice, bereavement support and legal and financial guidance.
We also maintain the AIG Compassionate Colleagues Fund (the Fund), which enables the Company and its employees to provide direct relief to help eligible colleagues overcome unforeseen financial hardships and disasters. Since its inception in 2021, the Fund has helped more than 2,500 employees overcome serious financial hardships and disasters through financial support funded by contributions by the Company and other employees.
Culture of Inclusion
We strive to create an inclusive workplace that provides equal opportunities for all colleagues. We believe in building a culture where everyone is valued and celebrated for who they are and where all perspectives are welcome.
Board Oversight of Sustainability Matters
We assess the potential impact from climate-related issues on our business, strategy and financial planning over short-, medium- and long-term time horizons. We consider abiding by and upholding sustainability principles as a part of our strategic priority to become a top performing company and promote value creation; to help protect businesses, families and individuals against the impacts of unexpected losses; to advance the discipline of reducing uncertainty in the world; and to further establish our leadership in insurance, investments and business.
We consider both direct physical impacts and indirect effects that may emerge through transition risks, particularly those driven by new legal and regulatory requirements. We also consider evolving investor, client and broker expectations. Our sustainability priorities align with our core strategic objectives and focus on future proofing communities.
The NCGC oversees and reports to the Board as necessary with respect to sustainability, corporate social responsibility and lobbying and public policy matters.
Additional Information Available in Sustainability Reports
For more information on how we identify and address sustainability and governance topics, please see our 2023 Sustainability Report, which can be found on our website at www.aig.com. This report showcases various sustainability efforts across the Company and how we see them as strategically important building blocks to support a cleaner and healthier environment, to uphold our commitment to supporting the communities where we live and work and to make these efforts accountable, scalable and repeatable. We will release our 2024 report later this year.
30AIG2025 PROXY STATEMENT
Corporate GovernanceBoard Committees
Board Committees
The Board has four standing committees: Audit, Compensation and Management Resources, Nominating and Corporate Governance and Risk. Each of these committees is composed exclusively of independent directors. Committee meetings are generally held in conjunction with scheduled Board meetings and additional meetings are held as needed, including meetings of the Audit Committee to review quarterly and year-end earnings reports.
Each committee operates under a written charter - all of which are available on our website (www.aig.com). Each charter is reviewed annually by the respective committee. Under those charters, each committee has the authority to retain independent advisors to assist in the performance of its responsibilities. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
In 2023, the Board undertook an in-depth review of each committee charter and adopted significant changes including (i) elevating oversight of capital, liquidity and other financing matters to the full Board, (ii) streamlining the duties of the Risk Committee, and (iii) moving succession planning for the CEO to the NCGC.
In 2024, after reflecting on shareholder satisfaction with our current governance practices and developments in the law and corporate governance practices, the Board determined that no revisions were required to committee charters, other than certain updates to the Risk Committee charter. In light of our substantial transformation which significantly strengthened our balance sheet and financial flexibility and our evolving needs as a company, the Risk Committee is now principally focused on operational risks, including both existing and emerging risks, and coordinates closely with our Chief Risk Officer on key areas for review.
All committee chairs are appointed at least annually by the Board.
The tables below reflect the committee membership and the number of committee meetings held in 2024.
Audit Committee
|
MEMBERS
7 MEETINGS HELD IN 2024
|
PRIMARY RESPONSIBILITIES
nAssists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and the performance of our internal audit function
nReviews and discusses with management major financial risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies
nAssists the Board in its evaluation of the qualifications, performance and independence of the independent auditor, including responsibility for the appointment, compensation, retention and oversight of the firm's work
nAssists the Board in its oversight of the performance of our internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, our chief internal auditor
nAssists the Board in its oversight of compliance with regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on our business, financial statements or compliance policies, relations with regulators and governmental agencies and any material reports or inquiries from regulators and government agencies
nApproves regular, periodic cash dividends on our common stock consistent with Board-approved dividend policies
|
||||
The Board has determined, on the recommendation of the NCGC, that each current Audit Committee member is: (i) financially literate in accordance with NYSE listing standards and (ii) an "audit committee financial expert" as that term is defined under SEC rules and regulations.
AIG2025 PROXY STATEMENT31
Corporate GovernanceBoard Committees
|
MEMBERS
James (Jimmy) Dunne III
5 MEETINGS HELD IN 2024
|
PRIMARY RESPONSIBILITIES
nOversees our executive compensation and benefits philosophy and policies generally, including reviewing and recommending to the Board the adoption, amendment and termination of any incentive compensation and equity-based programs that require Board approval
nReviews and approves incentive award performance goals, objectives and metrics for Section 16 officers and evaluating their performance in light of those goals, objectives and metrics and, based on recommendations from the CEO, approving the compensation of Section 16 officers, including salary, incentive or equity compensation, and any special benefits and executive perquisites; and any hiring and severance or similar termination payments proposed to be made to any prospective, current or former Section 16 officer
nReviews and approves annual corporate goals, objectives and metrics relevant to the compensation of the CEO and evaluates the CEO's performance in light of those goals, objectives and metrics and determines and recommends that the Board approve the CEO's compensation based on its evaluation
nEstablishes and reviews compliance with stock ownership guidelines for Section 16 officers
nOversees the assessment of the risks related to compensation programs and policies
nOversees human capital management practices and programs, including retention, talent development, compensation and benefits
nEngages the services of an independent compensation consultant to advise on executive compensation matters
|
||||
The CMRC may delegate its authority to one or more subcommittees consisting solely of one or more members of the CMRC when it deems it appropriate. The CMRC may delegate to the CEO the authority to make grants to employees other than Section 16 officers under equity compensation plans as the CMRC deems appropriate and in accordance with the terms of such plans.
Compensation and Management Resources Committee Interlocks and Insider Participation
32AIG2025 PROXY STATEMENT
Corporate GovernanceBoard Committees
Nominating and Corporate Governance Committee
|
MEMBERS
4 MEETINGS HELD IN 2024
|
PRIMARY RESPONSIBILITIES
nIn consultation with the Chairman & CEO and the Lead Independent Director, identifies and evaluates candidates qualified to serve as directors, consistent with criteria set forth in the Corporate Governance Guidelines and recommends these individuals to the Board for nomination, election or appointment as members of the Board and committees
nMakes recommendations to the Board regarding committee and committee chair assignments and makes recommendations to the Board as to determinations of director independence
nReviews the appropriate size and composition of the Board and its committees and, where appropriate, recommends changes to the Board
nOversees and reports to the Board on CEO succession planning
nOversees the performance evaluation of the Board and its committees
nReviews and makes recommendations to the Board regarding the form and amount of independent director compensation and the minimum stock ownership guidelines for independent directors
nOversees our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to climate, sustainability, corporate social responsibility and lobbying activities
|
||||
Risk Committee
|
MEMBERS
2 MEETINGS HELD IN 2024
|
PRIMARY RESPONSIBILITIES
nAssists the Board in overseeing and reviewing information regarding our enterprise risk management and overall risk framework, and management's identification, measurement, management and reporting of key risks facing the Company
nAnnually reviews, and recommends to the Board that it approve, the Risk Appetite Statement
nReviews the selection and assessment of top risks, watch risks and emerging risks by the ERM group, including operational risk
nReviews risk management strategies, risk mitigation strategies and controls and other matters related to the management of risks pertaining to the business
nProvides input to the CEO regarding the appointment, removal and performance of the Chief Risk Officer
|
||||
AIG2025 PROXY STATEMENT33
Corporate GovernanceDirector Compensation
Director Compensation
|
Highlights of our
Director Compensation
Program
|
nNo fees for Board meeting attendance
nEmphasis on equity, aligning director interests with shareholders
nFormulaic annual equity grants to support independence
nBenchmarking against peers with advice from independent compensation consultant
nNo compensation payable to non-independent directors for their service as directors
nStringent director stock ownership guidelines
|
||||
We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties, as well as the varied and complementary skills, experience, viewpoints and backgrounds of our directors.
2024 Compensation Structure for Independent Directors
|
Base Annual Retainer
|
($)
|
||||
|
Cash Retainer
|
125,000 | ||||
|
Deferred Stock Units (DSUs) Award
|
185,000 | ||||
|
Annual Lead Independent Director Cash Retainer
|
260,000 | ||||
|
Annual Committee Chair Cash Retainers
|
|||||
|
Audit Committee
|
40,000 | ||||
|
Risk Committee
|
40,000 | ||||
|
|
30,000 | ||||
|
Nominating and Corporate Governance Committee
|
20,000 | ||||
Annual Cash Retainers
The base annual cash retainer, Lead Independent Director retainer and committee chair retainers are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. Each year, independent directors may elect to receive their base annual, Lead Independent Director and committee chair cash retainers, as applicable, in the form of DSUs. The number of DSUs granted is based on the closing price of our common stock on the date the cash retainer would otherwise be payable.
DSU Award
The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of our Annual Meeting for the upcoming one-year term. A pro-rated DSU award is made for directors who join the Board between annual meetings. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid to the director if the DSU had been actual shares of stock. DSUs are settled in shares of our common stock on a one-for-one basis.
Directors may elect to defer the payment date of the DSUs granted for a calendar year, including any DSUs that were accepted instead of cash. Deferred DSUs will be paid ratably over five years after service on the Board ends. Directors may also make subsequent deferral elections at least 12 months before any DSUs are due to be paid. Without a deferral election, the DSUs will be paid promptly after the last trading day of the month in which service on the Board ends.
Matching Grants Program
Independent directors are also eligible for the AIG Matching Grants Program, through which we provide a two-for-one match on charitable donations in an amount of up to $10,000 per director annually on the same terms and conditions that apply to employees.
34AIG2025 PROXY STATEMENT
Corporate GovernanceDirector Compensation
Stock Ownership Guidelines
Under our director stock ownership guidelines, independent directors are required to retain any shares of our common stock received as a result of an equity-based award granted by us until such time as they own shares of our common stock (including DSUs) with a value equal to at least five times the base annual retainer.
Prohibition on Hedging and Pledging
Our Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG's securities. In particular, other than pursuant to a Company compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, the Insider Trading Policy prohibits directors from pledging AIG securities and none of the directors have pledged any AIG securities.
The following table contains information with respect to the compensation of the individuals who served as independent directors for all or part of 2024.
2024 Independent Director Compensation
|
Independent Directors
During 2024
|
Fees Earned or
Paid in Cash
($)(1)
|
Stock
Awards
($)(2)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||||||||
|
|
||||||||||||||
|
James (Jimmy) Dunne III
|
||||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
(1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Mr. Cornwell , the amount includes a prorated annual retainer fee for his service as director until the date of the 2024 Annual Meeting, and does not include $3,498,425.70 , which represents the value of shares of AIG Parent common stock delivered when he ceased to be a member of the Board as of the 2024 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Inglis , the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective March 1, 2024 . For Ms. Leimkuhler , the amount includes a prorated Board retainer fee for her service as a director upon appointment to the Board, effective November 5, 2024 . For Mr. Porrino , the amount includes a prorated committee chair fee for his service as Chair of the Risk Committee until the date of the 2024 Annual Meeting. For Ms. Wittman , the amount includes a prorated committee chair fee for her service as Chair of the Risk Committee, effective upon her appointment to such position on May 15, 2024 . For Ms. Vaughan , the amount includes a prorated Board retainer fee for her service as director until her retirement from the Board, effective January 31, 2024 , and does not include $874,991.88 , which represents the value of shares of AIG Parent common stock delivered when she retired from the Board in accordance with the terms of the DSUs previously granted.
(2)This column represents the grant date fair value of DSUs granted in 2024 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing price of our common stock on the date of grant.
(3)At December 31, 2024 , directors had outstanding DSUs as follows: (i) Paola Bergamaschi - 7,393; (ii) James Cole , Jr. - 14,035; (iii) W. Don Cornwell - 44,385; (iv) James Dunne III - 5,390; (v) John Inglis - 2,872; (vi) Courtney Leimkuhler - 1,291; (vii) Linda A. Mills - 39,167; (viii) Diana M. Murphy - 6,625; (ix) Peter R. Porrino - 44,726; (x) John G. Rice - 12,044; (xi) Therese M. Vaughan - 11,317; and (xii) Vanessa A. Wittman - 6,625.
(4)This amount includes charitable contributions disbursed during 2024 under AIG's Matching Grants Program, through which we provide a two-for-one match on charitable donations in an amount of up to $10,000 annually per independent director.
(5)Mr. Cornwell did not stand for election at the 2024 Annual Meeting. Ms. Vaughan retired from the Board in January 2024 .
AIG2025 PROXY STATEMENT35
Corporate GovernanceShareholder Engagement
Shareholder Engagement
We have developed a robust engagement program that ensures an active, constructive and ongoing dialogue with shareholders and other stakeholders throughout the year. These meetings strengthen our relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.
Year Round Shareholder Engagement Program
| Annual Meeting | ||||||||||||||||||||||||||||||||||||||
| Summer | Fall | Winter | Spring | |||||||||||||||||||||||||||||||||||
|
nAnalyze results of our annual meeting and review the key takeaways from proxy season engagement
nIdentify developments in corporate governance, executive compensation, other matters and voting trends
|
nConduct engagement meetings with shareholders
nObtain feedback on governance, executive compensation, sustainability and other matters
|
nReview feedback from meetings with shareholders to inform the Board's continuous review of governance and executive compensation
nImplement appropriate governance and compensation practice changes
|
nFile proxy statement, disclosing changes based on shareholder feedback
nConduct follow-up conversations with shareholders to address important annual meeting matters, as needed
|
|||||||||||||||||||||||||||||||||||
Our Board prioritizes fostering and sustaining long-term, positive relationships with our shareholders and maintaining their trust. Direct engagement with shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance and Board tenure, practices and oversight, executive compensation, succession planning, sustainability, business strategy and performance and related matters. Shareholder feedback also helps us better tailor our disclosure to address the interests and inquiries of shareholders.
In addition, our shareholder engagement efforts are complementary to outreach conducted by members of senior management through our Investor Relations department as they regularly meet with shareholders and participate in investor conferences in the U.S. and abroad.
36AIG2025 PROXY STATEMENT
Corporate GovernanceShareholder Engagement
2024 and Early 2025 Shareholder Engagement
During the spring and fall of 2024 as well as early 2025, we continued our efforts to engage consistently and productively with our shareholders. Our Lead Independent Director participated in some of these engagement meetings, alongside our General Counsel, Chief Human Resources Officer, Head of Total Rewards, Corporate Secretary, Head of Investor Relations and Chief Sustainability Officer. These meetings were intended to strengthen our relationship with our shareholders and develop a regular cadence for sustained outreach that positions us to engage consistently and productively with shareholders.
|
Reached out to 46 investors representing approximately
70%
of our shares outstanding
|
Held 34 meetings with investors owning approximately
54%
of our shares outstanding
|
During 2024, we met with
each shareholder
who accepted our invitation and accepted all inbound engagement requests
|
Lead Independent Director
participation
in meetings with investors owning approximately28%of our shares outstanding
|
|||||||||||||||||
In addition to engagement with respect to governance, executive compensation and sustainability topics, in 2024, our Investor Relations department led over 600 meetings with over 170 equity shareholders representing approximately 65 percent of our shares outstanding. Investor presentations are made available in the Investors-Webcasts and Presentations section of our website at www.aig.com/home/investor-relations/webcasts-and-presentations.
|
Objectives
|
Key Topics Discussed
|
Key Messages from Shareholders
|
Board Responsiveness
|
|||||||||||||||||||||||||||||||||||
|
nFoster, promote and maintain positive relationships with shareholders
nSolicit feedback and open dialogue on topics that are of interest to our shareholders
|
n2024 business transformations and accomplishments, including the completion of the multi-year strategy to deconsolidate Corebridge
nBoard and executive leadership team refreshment and skillset
nTalent and succession planning for key positions
nOur executive compensation program
nSustainability
|
nExpressed very high regard for Chairman & CEO performance
nProvided positive feedback on robust Lead Independent Director responsibilities and asked for additional related disclosure
nEncouraged more disclosure regarding talent and succession planning for CEO and critical roles below the CEO
nExpressed general support for our compensation program and sustainability-related projects and commitments
|
nEnhanced disclosure regarding the Lead Independent Director's involvement in strategy and risk matters
nEnhanced disclosure regarding talent and succession planning for CEO and critical roles below CEO
nResponded to specific feedback on executive compensation-related topics as detailed on page 50
|
|||||||||||||||||||||||||||||||||||
Shareholder feedback is communicated directly to our Board which, in tuinforms the Board's discussions on a variety of topics. The Company and the Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation decisions.
AIG2025 PROXY STATEMENT37
Corporate GovernanceOwnership of Certain Beneficial Owners
Ownership of Certain Beneficial Owners
The following table shows information as of January 31, 2025 (the Table Date), unless otherwise indicated, regarding the only persons who, to our knowledge, beneficially own more than five percent of our common stock. As of the Table Date, 595,491,407 shares of our common stock were issued and outstanding.
Shares of Common Stock Beneficially Owned
|
|
Number of Shares | % | ||||||
|
50 Hudson Yards
|
62,640,753(1)
|
10.5% | ||||||
|
|
41,770,175(2)
|
7.0% | ||||||
|
|
71,962,174(3)
|
12.1% | ||||||
(1)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G/A filed with the SEC on January 25, 2024 , by BlackRock, Inc. (BlackRock) reporting beneficial ownership as of December 31, 2023 . Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock as well as the right to acquire our common stock within 60 days.
(2)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G filed with the SEC on February 9, 2024 , by Capital Research Global Investors reporting beneficial ownership as of December 31, 2023 . Item 4 to this Schedule 13G provides details as to the voting and investment power of Capital Research Global Investors as well as the right to acquire our common stock within 60 days.
(3)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G/A filed with the SEC on February 13, 2024 , by The Vanguard Group reporting beneficial ownership as of December 31, 2023 . Item 4 to this Schedule 13G/A provides details as to the voting and investment power of The Vanguard Group as well as the right to acquire our common stock within 60 days.
38AIG2025 PROXY STATEMENT
Corporate GovernanceOwnership of Certain Beneficial Owners
The following table summarizes the ownership of our common stock by (1) each of our current directors, (2) each of our 2024 named executives and (3) our current directors and executive officers as a group. The directors and executive officers have sole voting and investment power with respect to the shares of common stock listed.
|
Common Stock Owned Beneficially as of
|
Amount and Nature of
Beneficial Ownership(1)
|
% of Class | ||||||
|
|
7,393 | * | ||||||
|
|
14,035 | * | ||||||
|
James (Jimmy) Dunne III
|
5,390 | * | ||||||
|
|
46,076 | * | ||||||
|
|
250,785 | * | ||||||
|
|
4,851 | * | ||||||
| 1,291 | * | |||||||
| 39,167 | * | |||||||
|
|
6,625 | * | ||||||
| - | * | |||||||
|
|
44,726 | * | ||||||
|
|
111,145 | * | ||||||
|
|
22,044 | * | ||||||
|
|
68,978 | * | ||||||
| - | * | |||||||
|
|
6,625 | * | ||||||
|
|
1,946,890 | * | ||||||
|
All current directors and current executive officers as a group (24 individuals)
|
2,903,420 | * | ||||||
*None of the directors, the named executives or the directors and executive office rs together as a group owned more than one percent of our common stock as of January 31, 2025 .
(1)Amount of equity securities shown includes (i) shares of common stock underlying options which may be exercised within 60 days as follows: Fry - 27,003 shares; Hancock - 177,680 shares; Purtill- 95,852 shares; Wade - 46,522 shares; Walsh - 0 shares; and Zaffino - 1,305,924 shares and all current directors and current executive officers as a group- 1,824,086 shares; and (ii) DSUs granted to each independent director with delivery of the underlying common stock deferred until such director ceases to be a member of the Board, as follows: Bergamaschi- 7,393 shares; Cole - 14,035 shares; Dunne - 5,390 shares; Inglis- 2,872 shares; Leimkuhler - 1,291 shares; Mills- 39,167 shares; Murphy- 6,625 shares; Perez -- 0; Porrino- 44,726 shares; Rice - 12,044 shares and Wittman - 6,625 shares.
(2)Ms. Purtill ceased to be an executive officer on November 8, 2024 .
AIG2025 PROXY STATEMENT39
|
Proposal 2
Advisory Vote to Approve Named Executive Officer Compensation
|
||
|
What am I voting on?
We are asking shareholders to approve, on an advisory basis, the 2024 compensation of our named executive officers as disclosed in this Proxy Statement.
Voting Recommendation
The Board unanimously recommends a voteFORthe 2024 compensation of our named executives.
|
||
This advisory vote regarding executive compensation is being requested in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC . This advisory vote is not binding on the Board or the Company. However, the CMRC will consider the outcome of the vote when considering future executive compensation arrangements.
Proposal 3 in this Proxy Statement recommends that the advisory shareholder vote on executive compensation continue to occur annually as a corporate governance best practice. Should the Board, after considering the outcome of Proposal 3, decide that the advisory shareholder vote on executive compensation continue to occur annually, we will include an advisory vote on executive compensation on an annual basis at least until the next shareholder advisory vote on the frequency of such votes (no later than our 2031 Annual Meeting of Shareholders).
The Board and the CMRC believe that our executive compensation program has effectively aligned pay with performance, while facilitating the retention of highly talented executives who are critical to our long-term success. Accordingly, the Board recommends that shareholders voteFORthe following resolution:
RESOLVED: that the shareholders of the common stock of AIG Parent approve, on an advisory basis, the compensation of AIG Parent's named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and in the related narrative disclosures contained in this Proxy Statement.
40AIG2025 PROXY STATEMENT
|
Compensation Discussion
and Analysis
|
||
|
At a Glance
|
|||||
|
2024 Base Salary
|
|||||
|
2024 Special Awards
|
|||||
| 2024 Current Named Executives | ||||||||
|
Chairman & Chief Executive Officer |
||||||||
|
Executive Vice President & Chief Financial Officer
|
||||||||
|
Executive Vice President, Reinsurance and Risk Capital Optimization |
||||||||
|
Executive Vice President & Chief Executive Officer, |
||||||||
|
Executive Vice President, |
||||||||
| 2024 Former Named Executive | ||||||||
|
Former Executive Vice President & Chief Financial Officer
|
||||||||
(1)Sabra R. Purtill held the position of Executive Vice President and Chief Financial Officer until November 8, 2024 .
AIG2025 PROXY STATEMENT41
Compensation Discussion and AnalysisExecutive Summary
Executive Summary
2024 Executive Compensation At-a-Glance
|
Chairman & CEO Annual Target Direct Compensation as of
|
Average Annual Target Direct Compensation of Other Current Named Executives as of
|
||||
2024 Short-Term Incentive (STI) Program
|
Target Short-Term Incentive Award ($)
|
Company Performance Score (0-150%)
|
Individual Performance Score (0-150%)
|
Actual Short-Term Incentive Award ($) (up to 200%)
|
|||||||||||||||||||||||
| Single Corporate Performance Scorecard: Four Equally Weighted Financial Metrics |
Individual Performance Scorecards: Four Core Areas
|
|||||||||||||||||||||||||
|
1.Accident Year Combined Ratio, as adjusted*
2.Diluted Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share*(1)
3.Adjusted Retuon Equity*
4.AIG Parent General Operating Expenses Exit Run-Rate*
|
1.Financial
2.Strategic
3.Operational
4.Organizational
|
|||||||||||||||||||||||||
| All awards are subject to an overall cap of 200% of target | ||||||||||||||||||||||||||
*Items in this Compensation Discussion and Analysis that are marked with an asterisk are non-GAAP financial measures which are used as performance measures in our incentive compensation programs. We make adjustments to U.S. GAAP financial measures for purposes of these metrics. See Appendix A for an explanation and/or a reconciliation of how these metrics are calculated from our audited financial statements.
(1)The Diluted AATI Attributable to AIG Common Shareholders Per Share* metric is no longer normalized.
42AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisExecutive Summary
2024 Annual Long-Term Incentive Award Allocation(1)
(1)Reflects target annual LTI award allocations and excludes any special awards.
(2)The Diluted AATI Attributable to AIG Common Shareholders Per Share* metric is no longer normalized.
AIG2025 PROXY STATEMENT43
Compensation Discussion and AnalysisExecutive Summary
2024 Performance and Pay Alignment Highlights
We continued to deliver strong profitability and growth across our businesses in 2024 while strengthening our capital structure and improving our financial performance.
|
Successful Completion of Multi-Year Strategic Initiatives with the Deconsolidation of Corebridge and Divestitures of Non-Core Businesses
In
In
These dispositions further enhance our financial flexibility and position our core portfolio with businesses for sustainable, profitable growth with a leaner, more agile operating model.
|
Strong Performance in
Our multi-year focus on and commitment to underwriting excellence yielded strong and stable results for 2024. We delivered
Generated net premiums written of
Delivered combined ratio below 92% and accident year combined ratio, as adjusted* below 89% for a third consecutive year.
|
Outstanding Balanced Capital Management Strategy Supporting Financial Strength, Growth and Shareholder Return
In 2024, we repurchased
We reduced general borrowings by
|
||||||
Our incentive plans reflect measures of success directly aligned to our strategic priorities. These achievements, combined with individual performance, contributed to short-term incentives being earned at an average of 180 percent of target for our current named executives and 2022 PSUs being earned at 178 percent of target.
44AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisExecutive Summary
Overview of 2024 Executive Compensation Decisions
|
Annual target compensation for current named executives, informed by market practices in our peer group
|
|||||||||||||||||
|
2024 Annual Compensation Component
|
Zaffino
|
Walsh(1)
|
Fry(2)
|
Hancock(2)
|
Wade | ||||||||||||
| Base Salary | |||||||||||||||||
| Target STI | |||||||||||||||||
| Target LTI | |||||||||||||||||
| Target Direct Compensation | |||||||||||||||||
| Annual compensation decisions, informed by target compensation, Company performance and individual performance | |||||||||||||||||
|
Zaffino
|
Walsh | Fry | Hancock | Wade | |||||||||||||
|
2024 Actual STI Payment
|
|||||||||||||||||
|
2024 STI Percent of Target Earned
(Company Performance Score x Individual Performance Score)(3)
|
200 | % | 143 | % | 195 | % | 187 | % | 175 | % | |||||||
|
2024 Actual LTI Grant(4)
|
N/A | ||||||||||||||||
(1)Reflects the annual target compensation package approved by the CMRC in connection with Mr. Walsh's appointment to the role of Executive Vice President & Chief Financial Officer effective November 8, 2024 . Given the timing of his appointment, Mr. Walsh did not receive an annual long-term incentive award in 2024.
(2)Mr. Fry and Mr. Hancock are based in the United Kingdom and their compensation is denominated in GBP. Base salary and Target and Actual STI values were converted to USD using the December 2024 monthly average FX rate of 1.26401. Target and Actual LTI values were converted to USD using the January 2024 monthly average FX Rate of 1.26988.
(3)See "-2024 Compensation Decisions and Outcomes-2024Short-Term Incentive Awards" for a detailed explanation of the underlying performance considered in assessing the Company and Individual Performance Scores. All awards are capped at a maximum of 200 percent.
(4)Represents the dollar amounts approved by the CMRC that are used to determine the number of PSUs, RSUs and stock options granted. For PSUs and RSUs, the amount granted is based on the average closing price of our common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit. For stock options, the amount granted is based on the grant date fair value of a share as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, rounded down to the nearest whole option. These dollar amounts may differ from the grant date fair values reported in the Summary Compensation Table, which are determined in accordance with Topic 718.
Compensation Design
Our Philosophy
|
Our compensation philosophy is based on a set of foundational principles that guide how we structure our compensation programs for our global workforce and how we reach compensation decisions. Our philosophy is long-term oriented and risk-balanced, enabling us to attract and retain the best talent to address our varied business needs.
The CMRC evaluates and adjusts our programs annually, balancing strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to promote desired outcomes. Aligned with the simplification of our business model following the separation of Corebridge, the CMRC approved changes to the compensation programs for 2024. In particular, we now have one performance scorecard for all participants, including our named executive officers, which includes three metrics that are reported publicly on a quarterly basis. This simplifies our incentive plan and promotes visibility of financial performance relative to expectations during the year.
|
nLong-term oriented
nStrategically aligned
nRisk-balanced
nTalent attracting
nStreamlined
nTransparent
|
||||
AIG2025 PROXY STATEMENT45
Compensation Discussion and AnalysisCompensation Design
| Principle | Component |
How We Apply It to our Named Executives
|
||||||
|
We retain and attract the best talent
|
Offermarket-competitivecompensation to retain and attract the best employees and leaders
|
nCompensation levels set with reference to market data in the insurance and financial services industries where we compete for talent
nSpecial awards used to reward exceptional performance, aid in talent attraction and promote retention in extraordinary circumstances, with terms that align with the underlying objectives of such awards
|
||||||
|
We pay for performance
|
Create apay for performanceculture by offering STI and LTI compensation opportunities that reward employees for individual contributions and the Company's financial performance
Provide a market-competitive, performance-driven compensation structure through afour-part programthat consists of base salary, STI, LTI and benefits
|
nMajority of all compensation is variable and at risk
nIncentives are tied to business performance and individual contributions
nClearly defined objective performance measures and goals are used
nOutcomes provide for significant upside for superior performance, as well as significant downside in the event of under-performance
|
||||||
|
We align interests with our shareholders
|
Motivate employees to deliverlong-term, sustainable underwriting profit,while balancing risk to create long-term,sustainable value for shareholders
Align the long-term economic interests of key employees with those of our shareholders by ensuring that ameaningful componentof compensation is provided in equity
Avoidincentives that encourage employees to takeunnecessary or excessive risksthat could threaten the value or reputation of AIG by rewarding both annual and long-term performance
Maintain strong compensationbest practicesby meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation
|
nLargest component of target compensation is equity-based
nMajority of annual equity-based compensation is performance-based, in the form of PSUs and stock options
nRisk management policies apply, including a Financial Restatement Clawback Policy and an additional Clawback Policy that provides protections beyond those required by NYSE, share ownership requirements both during and for a period following employment and anti-hedging and pledging policies
nPerformance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines
nAnnual risk assessments evaluate compensation plans to ensure they appropriately balance risk and reward
nEvolving compensation best-practices are identified through engagement with outside consultants and peer groups
|
||||||
46AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisCompensation Design
Compensation Best Practices
We are committed to embracing the highest standards of corporate governance. We design our programs to pay for performance in alignment with the expectations of our shareholders and to minimize risk.
| What We Do: | ||||||||
|
nPay for performance
nDeliver majority of executive compensation in the form of at-risk, performance-based pay
nAlign performance objectives with our short-term and long-term strategies
nEngage with our shareholders on matters including executive compensation and governance
nRequire meaningful share ownership and retention during employment and for six months following departure
nProhibit pledging and hedging of AIG securities
|
nCap payout opportunities under incentive plans applicable to our named executives
nSet stock option exercise prices at no less than the fair market value per share on the date of grant
nMaintain robust clawback policies with protections both in compliance with and beyond those required by the NYSE
nConduct annual risk review of incentive plans
nEngage an independent compensation consultant and consult with outside legal advisors
|
|||||||
|
What We Avoid:
|
||||||||
|
nNo tax gross-ups other than for tax equalization and relocation benefits
nNo excessive perquisites, benefits or pension payments
|
nNo reloading or repricing of stock options
nNo dividends or dividend equivalents vest unless and until corresponding LTI awards vest
nSingle-trigger change in control benefits
|
|||||||
Equity Awards Timing Policies and Practices
We do not grant option awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our option award grants, the CMRC has historically granted such awards on a predetermined annual schedule in February of each year. During 2024, we did not grant stock options to any named executive during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any nonpublic information.
AIG2025 PROXY STATEMENT47
Compensation Discussion and AnalysisCompensation Design
Balanced Compensation Framework
Our annual compensation program is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance and financial performance and individual contributions. We provide three elements of annual target direct compensation: base salary, an STI award and an LTI award. Our annual target direct compensation and mix of components are set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits. In extraordinary circumstances, we provide special awards in connection with executive recruitment, contract extensions/renewals and strategic transactions.
|
At Risk
At least 77.8 percent of each current named executive's annual target direct compensation is at risk based on performance and subject to our clawback policies.
|
Long-Term Oriented and Performance-Based
With respect to 2024 compensation, at least one-third of each current named executive's annual target direct compensation is delivered in LTI, of which at least 75 percent is in the form of performance-based awards (PSUs and stock options) that reward long-term value creation and performance achievements, and stock price appreciation relative to our trading price at the time of grant. Long-term incentive awards for our Chairman & CEO are in the form of PSUs and stock options only.
|
Risk Balanced
Our ERM group reviews all incentive plans to ensure the appropriate balance of risk and reward, without encouraging excessive risk-taking.
|
||||||
48AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisCompensation Design
Use of Market Data
|
The CMRC uses data for relevant peer groups to support the key principles of our compensation philosophy, including retaining and attracting the best talent and paying for performance. Each serves a distinct purpose to enhance the relevance of the data being considered and the CMRC periodically reviews our peer groups to ensure continuing relevance.
|
nTwo peer groups used for 2024 programs
nPeer groups reflect competitors for talent and business
|
||||
|
Compensation
|
nProvides perspective and data reflecting compensation levels and insight into pay practices
nComprises companies of a similar size and business model that draw from the same pool of talent as AIG
nTakes into account business model, company size, competitive relevance (e.g., for talent and investors) and data reliability
nThere were no changes to this group relative to 2023
|
||||
|
Relative
|
nProvides a means to assess long-term shareholder relative value creation
nApplies to PSU awards granted with a relative TSR performance condition
nFor 2024,
|
||||
Compensation Peer Group for 2024 Program
|
1.
2.
3.
4.
5.
6.
7.The
|
8.
9.
10.
11.
12.
|
13.
14.
15.
16.
17.
|
||||||
|
|
||||||||
|
1.
2.
3.
|
4.
5.
|
6.
7.
8.
|
||||||
*Added in 2024.
AIG2025 PROXY STATEMENT49
Compensation Discussion and AnalysisCompensation Design
Engagement with Shareholders on Executive Compensation Topics
Our 2024 Say-on-Pay vote improved from 2023 and received a majority level of support. In the spring and fall of 2024 as well as early 2025, we continued to engage in productive discussions with our shareholders on executive compensation topics. A key focus of our engagement was to understand the views of our shareholders with respect to our executive compensation programs so we could continue to increase support for our Say-on-Pay vote. Our Lead Independent Director, Chief Human Resources Officer, General Counsel, Corporate Secretary, Head of Total Rewards and Head of Investors Relations participated in these meetings.
By the Numbers: Engagement in 2024 and Early 2025
|
Reached out to
46 topshareholders,
representing
of shares outstanding
|
Held
34 meetingswith shareholders,
representing
of shares outstanding
|
Met with
ISS
during Fall Engagement
|
Lead Independent Director participated in meetings with shareholders representing
of shares outstanding
|
|||||||||||||||||
Among the shareholders with whom we met, there was widespread support for our executive compensation program in general. In particular, the shift to a simplified set of incentive plan metrics was received favorably.
A summary of the feedback received during our engagement meetings is provided below, along with details of the our response.
| What we Heard | How we responded | ||||
| Overall endorsement of CEO's continued leadership with support for his pay level and pay mix |
nWe have continued to ensure that the CEO's total compensation promotes retention while providing an appropriate pay mix with 92.5 percent in variable pay
|
||||
|
Support for the simplification in our incentive plan design and a preference for transparency
|
nFor 2025, we continue to use a single set of corporate metrics for all eligible participants
nProgress against these metrics will be readily discernible from our quarterly earnings reports
|
||||
|
General support for the current mix of equity vehicles used for our executives
|
nThe CMRC reviews our mix of equity vehicles annually and, given the general support for the current mix, retained that mix for 2025
|
||||
| Varied views regarding whether stock options constitute performance-based compensation |
nThe CMRC continues to believe that stock options are performance-based since they only provide value for upside performance
nThe CMRC also believes that, since stock options may be exercised over a ten-year period, they can more strongly promote retention and incentivize performance than full value awards with shorter payout cycles
|
||||
|
Support for the use of special awards provided that the quantum and structure are appropriate and the rationale for the award is clear
|
nWe reaffirmed our commitment to grant special awards only in extraordinary circumstances, such as in connection with strategic transactions, contract extensions/renewals and executive recruitment
nWe ensured that special awards made to
|
||||
See "Corporate Governance-Shareholder Engagement" for more information on our shareholder engagement efforts in 2024, including details of topics that were discussed more broadly.
50AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisCompensation Governance
Compensation Governance
Role of the CMRC
The CMRC is chaired by Ms. Mills and is comprised of three independent directors. The CMRC held five meetings in 2024. During 2024, the CMRC reviewed its charter and no changes were recommended. The role of the CMRC and its interplay with management and the Board as a whole are set forth below.
| Management | Board of Directors | ||||||||||||||||||||||||||||
|
nOur CEO makes recommendations to the CMRC on compensation for the executive team, including the named executives (other than himself)
nAs appropriate, senior management attends meetings to assist the CMRC with its decision making
|
nReviews and approves the goals, evaluates performance and reviews and recommends compensation of the CEO
nApproves compensation for other senior executives, including all named executives
nOversees compensation and benefit programs
nOversees management development and succession planning programs for executive management
nOversees the assessment of risks related to compensation programs
nOversees human capital management practices and programs, including retention, talent development, compensation and benefits
nApproves this Compensation Discussion and Analysis report on executive compensation
nEngages an independent consultant
nOversees compliance with stock ownership guidelines
nOversees the administration of and, as appropriate, the enforcement of clawback policies and any recoupment-related activity
|
nApproves the compensation of the CEO
nReviews and approves CMRC recommendations on incentive plans where shareholder approval is required
nApproves this Compensation Discussion & Analysis
|
|||||||||||||||||||||||||||
In reaching decisions, the CMRC may solicit the opinions of members of the management team, the Company's outside counsel and the CMRC's independent compensation consultant. See "Corporate Governance-Board Committees" for more information on the structure, role and activities of the CMRC.
Decision-Making Process
The CMRC has an established process for executive compensation decision-making and in a typical year, during the first quarter, it:
nAssesses short-term incentive plan performance against business goals as well as individual performance of each named executive for the prior year and approves payouts
nAssesses long-term incentive plan performance against three-year goals and approves payouts
nReviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance and compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete
nReviews and recommends to the Board approval of compensation decisions for the CEO
nReviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the CEO's individual metrics and goals) and PSU grants
Throughout the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts. In addition, each year, the CMRC reviews or receives an update on various topics, including risk of incentive compensation plans and payments, regulatory compliance with respect to compensation matters, human capital programs, shareholder engagement, pension, savings and employee benefit plans and succession planning for officers other than the CEO.
AIG2025 PROXY STATEMENT51
Compensation Discussion and AnalysisCompensation Governance
Qualitative Assessment
A central part of the CMRC's role involves applying its judgment in making final compensation decisions to ensure that outcomes balance appropriately rewarding performance delivered annually and over the long-term as well as forward-looking implications. Beyond the achievement of financial and individual objectives for executives, the manner in which such performance was achieved is assessed relative to our stated Purpose and Values.
Input from Independent Compensation Consultants
The CMRC has engaged the services of Pay Governance as its independent executive compensation consultant since October 2021 . The independent advisor attends CMRC meetings and:
nProvides views on:
-How compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly
-"Best practices" and how they apply to the Company
-The design of current and proposed executive compensation programs and policies
nResponds to questions raised by CMRC members
nParticipates in discussions pertaining to compensation and risk, assessing our process and conclusions
nParticipates in discussions on performance goals that are proposed by management for the CMRC's approval
The CMRC reviews advisor independence annually to understand any relationships with the Company, including CMRC members and executive officers. The CMRC assessed Pay Governance's independence relative to the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest.
During 2024, the Company continued to engage Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC's purview. In its capacity as the CMRC's independent advisor, Pay Governance reviewed these reports before they were considered by the CMRC.
During 2024, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program.
2024 Compensation Decisions and Outcomes
2024 Base Salary
| At a Glance: |
nFixed cash compensation
nRepresents 7.5 to 22.2 percent of a current named executive's annual target direct compensation
nReviewed annually or upon a change in role, when appropriate
nNo salary adjustments for those named executives who were also named executives in 2023
|
||||
Base salary is intended to fairly compensate named executives for the responsibilities of their respective positions and achieve an appropriate balance of fixed and variable pay. The CMRC undertakes an annual review of named executive salaries to determine whether they should be adjusted. In making this determination, the CMRC considers a broad range of factors, including scope of role, experience, skillsets and salaries for comparable positions within the Compensation Peer Group , as well as internal parity among executive officers.
|
Current Named Executives
|
2023 Year-End Base Salary |
2024 Year-End Base Salary
|
Percent Change | ||||||||
|
|
- | % | |||||||||
|
|
N/A | N/A | |||||||||
|
|
N/A
|
N/A | |||||||||
|
|
N/A | N/A | |||||||||
| - | % | ||||||||||
(1)Mr. Walsh , Mr. Fry and Mr. Hancock became executive officers in 2024.
52AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
2024 Short-Term Incentive Awards
|
At a Glance:
|
nPayouts are based on a combination of quantitative financial and individual objectives consistent with our pay for performance compensation philosophy
nUnless otherwise approved by the CMRC, earned awards equal the Company Performance Score (0 percent to 150 percent), multiplied by the Individual Performance Score (0 percent to 150 percent) and payout is subject to an overall cap of 200 percent of target
nThe Company Performance Score for 2024 was 143 percent
nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational)
nAwards are subject to clawback policies (as applicable)
n2024 payouts ranged from 143 percent to 200 percent of target, reflecting above target financial performance and strong individual contributions
|
||||
|
Changes for 2024:
|
nSimplified the award structure to reflect a simplified AIG with one Company Performance Scorecard applicable to all plan participants, including our named executive officers
nThe Diluted AATI Attributable to AIG Common Shareholders Per Share metric* is no longer normalized.
|
||||
|
Target Short-Term Incentive Award ($)
|
Company Performance Score (0-150%)
|
Individual Performance Score (0-150%)
|
Actual Short-Term Incentive Award ($) (up to 200%)
|
|||||||||||||||||||||||
| Single Company Performance Scorecard: Four Equally Weighted Financial Metrics |
Individual Performance Scorecards: Four Core Areas
|
|||||||||||||||||||||||||
|
1.AYCR, as adjusted*
2.Diluted AATI Attributable to AIG Common Shareholders Per Share*
3.Adjusted ROE*
4.AIG Parent GOE Exit Run-Rate*
|
1.Financial
2.Strategic
3.Operational
4.Organizational
|
|||||||||||||||||||||||||
| All awards are subject to an overall cap of 200% of target | ||||||||||||||||||||||||||
AIG2025 PROXY STATEMENT53
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Company Performance Scorecard
The 2024 metrics and goals reflect a continuing commitment to sustaining and rewarding a high-performance culture that supports our business strategies. The CMRC seeks to establish goals and metrics that are quantitative, appropriately rigorous and compatible with effective risk management so as not to incentivize excessive risk taking.
Each metric has a threshold, target, stretch and maximum performance goal associated with it and a corresponding level of payout with interpolation for achievements between goals:
| Performance | Below Threshold | Threshold | Target | Stretch | Maximum or Above | ||||||||||||
| Payout (% of target) | 0 | % | 50% | 100% | 125% | 150% | |||||||||||
The 2024 Company performance results are set forth below.
| Performance Metric | Threshold (50%) |
Target (100%) |
Stretch (125%) |
Maximum (150%) |
Actual(1)
|
% Achieved | Weighting | % Achieved (Weighted) |
||||||||||||||||||
|
AYCR, as adjusted*
|
91.0 | % | 89.5 | % | 88.7 | % | 87.9 | % | 88.2 | % | 139 | % | 25 | % | 35 | % | ||||||||||
| Diluted AATI Attributable to AIG Common Shareholders Per Share* | 138 | % | 25 | % | 35 | % | ||||||||||||||||||||
| Adjusted ROE* | 5.7 | % | 6.1 | % | 6.4 | % | 6.8 | % | 6.7 | % | 141 | % | 25% | 35 | % | |||||||||||
| AIG Parent GOE Exit Run-Rate* | 150 | % | 25 | % | 38 | % | ||||||||||||||||||||
| Company Quantitative Performance Score: | 143 | % | ||||||||||||||||||||||||
(1)Net of incremental STI funding incurred for achieving performance metrics.
Individual Performance Scorecards
Given the importance of our named executives in making and operationalizing decisions that continue to set us up for future success, the CMRC also assesses an individual performance scorecard for each named executive. Objectives are structured to reward actions under four core areas: Financial, Strategic, Operational and Organizational.
Individual performance objectives for each of our named executives include a combination of detailed quantitative and qualitative components and take into consideration each named executive's business objectives and responsibilities. For a summary of the goals and related achievements the CMRC considered when determining each named executive's individual performance score for 2024, see page 55.
Summary of 2024 STI Awards
In summary, 2024 performance resulted in the following STI awards for our named executives:
| Current Named Executives |
2024 Target Short-Term
Incentive ($) |
Company
Performance Scorecard Result |
Individual
Performance Scorecard Result |
Actual Percent of STI Target |
2024 Actual
Short-Term Incentive Award ($) |
||||||||||||
|
|
4,500,000 | 143 | % | 150 | % | 200 | % | 9,000,000 | |||||||||
| 1,500,000 | 143 | % | 100 | % | 143 | % | 2,150,000 | ||||||||||
| 1,535,772 | 143 | % | 137 | % | 195 | % | 3,000,000 | ||||||||||
| 1,738,014 | 143 | % | 131 | % | 187 | % | 3,250,000 | ||||||||||
|
|
2,000,000 | 143 | % | 122 | % | 175 | % | 3,500,000 | |||||||||
| Former Executive Officer | |||||||||||||||||
|
|
1,700,000 | 143 | % | 100 | % | 143 | % | 2,425,000 | |||||||||
(1)The Company Performance Score together with Mr. Zaffino's individual performance score resulted in a combined score of 215 percent of target. Pursuant to our STI plan, Mr. Zaffino's STI award is capped at 200 percent of target.
(2)Ms. Purtill transitioned from an Executive Vice President and Chief Financial Officer into a senior advisor role effective November 8, 2024 and remained eligible to receive an STI award.
54AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Chairman & Chief Executive Officer
| Pillar and Goal Overview | Achievements | ||||
|
Financial
nDeliver on financial objectives
nExecute on Capital Management Plan
|
nDelivered strong financial performance and improvement in key performance metrics, while effectively managing risk and driving strategic initiatives, including†:
-Improved AATI attributable to AIG common shareholders* to
-Increased General Insurance NPW to
-Delivered strong General Insurance Calendar Year Combined Ratio of 91.8% and improved AYCR, as adjusted*, by 40 basis points†over prior year to 88.2%
-Increased Book Value Per Share by 7.7% to
nDelivered
|
||||
|
Strategic
nSeparation of Corebridge
nAchieve profitable growth in
nContinue to evolve reinsurance structure
nDrive Portfolio Optimization and Risk Capital Prioritization
nSupport Board refreshment efforts
nContinue to enhance relationships with key external stakeholders
|
nSeparation of Corebridge
-Successfully completed the separation and financial deconsolidation of Corebridge, reducing ownership to 22.7% as of
nProfitable growth in
-Achieved fourth consecutive year of underwriting profit, excluding Validus Re
-Reduced Global Commercial gross limits by
nReinsurance
-Launched our first special purpose vehicle, alongside the launch of reinsurance Syndicate 2478 at Lloyd's as a multi-year participant on our outwards reinsurance program
nPortfolio Optimization and Risk Capital Prioritization
-Achieved strong growth in businesses with significant growth potential where we provide differentiated value, including
-Completed sale of Personal Travel Business to Zurich for
nBoard Refreshment
-Partnered with the Lead Independent Director and NCGC on recruitment of two independent directors, strengthening the Board's breadth of skills and experience
nStakeholder Relationships
-Enhanced relationships and reputation with key external partners, including brokers, distributors, clients, vendors and advisors, as well as regulators, policy makers and investment community through proactive engagement and participation in key industry conferences
|
||||
AIG2025 PROXY STATEMENT55
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
| Pillar and Goal Overview | Achievements | ||||
|
Operational
nAlign business operations, improve end-to-end capabilities and enhance workflows to deliver better client outcomes and colleague experiences
nAdvance future state target operating model through AIGNext
|
nBusiness Operations
-Piloted first GenAI - LLM powered solution to deliver better outcomes for clients while driving growth
-Launched Innovation Hub in
-Enabled risk management approach of "Leading and Driving Enterprise Risk Accountability," including simplifying and streamlining enterprise risk framework, enhancing standardization and integration of risk management across the Company and updating Risk Appetite Statement to reflect focus on profitable growth by effectively managing the upside and downside of risk
nAIGNextOutcomes
-Exited over
-Created a leaner parent company to better reflect go-forward business with a cost structure in line with industry peers
-Enhanced alignment of underwriting and claims business models to enable data and digital strategy, including GenAI
-Refined operating models across functions to more efficiently support the business
|
||||
|
Organizational
nPromote AIG's Purpose & Values
nAttract and retain top talent
|
nPromoted culture of alignment, collaboration, transparency and superior decision-making through Executive Leadership Team meetings, one-on-one business leader meetings and employee town halls
nSupported development of talent through conducting robust talent review process, promoting internal mobility and encouraging colleagues to "LeaIt All" and welcome new ideas and challenges
|
||||
†General Insurance underwriting ratio and AATI per share year-over-year comparisons are stated on a comparable basis and exclude Validus Re and Crop Risk Services . Net Premiums Written year-over-year comparisons are on a constant dollar basis and exclude Validus Re, Crop Risk Services and the Personal Travel Business.
|
Peter Zaffino Individual Performance Score:150%
|
||
Based on these accomplishments, the CMRC determined that Mr. Zaffino significantly exceeded his expected contributions in 2024. As a result, the CMRC recommended, and the Board approved, an Individual Performance Score for Mr. Zaffino of 150 percent, which, when combined with the Company Performance Score, resulted in 215 percent of target. His earned STI award was capped at 200 percent of target pursuant to our STI plan. As such, Mr. Zaffino received an STI payout of $9,000,000 .
|
Target Short-Term Incentive Award
|
Company Performance Score
143%
|
Individual Performance Score
150%
|
=
|
Actual Short-Term Incentive Award
(200% of target)
|
||||||||||||||||
56AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Executive Vice President & Chief Financial Officer
| Pillar and Goal Overview | Achievements | ||||
|
Financial
nDeliver on financial goals and performance variables
nExecute against Capital Management Plan to make meaningful progress toward achieving 10% Core Operating ROE
|
nSupported achievement of
nContinued to implement strong pricing, underwriting and reserving discipline which benefited underwriting results with relatively flat accident year loss ratios and no material changes to calendar year loss picks
nMaintained strong holding company liquidity while returning over
nReduced debt by
|
||||
|
Strategic
nSupport separation and deconsolidation of Corebridge
nExecute on other strategic actions
|
nClosed secondary offerings and other sales of Corebridge shares, reducing ownership of Corebridge to 22.7% as of
nCompleted financial and accounting deconsolidation of Corebridge
nClosed sale of
nSupported continued evolution of Private Client Select into a standalone managing general agent
|
||||
|
Operational
nContinue AIGNextexecution
nContinue to achieve improvements in operating model
|
nAssisted in identification and validation of more than
nWithin Finance, identified approximately
nImplemented consistent enterprise-wide reporting standards, enabling Finance to deliver better support and analytics to all of its stakeholders and drive cost reductions
nCompleted target operating model designs for 80% of Finance and reorganized employees within Controllership, Reinsurance, FP&A and Finance Operations to better align to "like work with like work" philosophy and align
|
||||
|
Organizational
nContinue to develop Investments function
nEmbrace "Leait All Culture"
|
nEnhanced Investments Team personnel and capabilities, including hiring of new Chief Investment Officer, creation of new
nHosted Global Actuarial Day across five countries to advance development of skill sets of the future
|
||||
|
Keith Walsh Individual Performance Score:100%
|
||
Based on these accomplishments, the CMRC determined that Mr. Walsh's contributions since joining in October 2024 met expectations. As a result, the CMRC approved an Individual Performance Score of 100 percent, which, when combined with the Company Performance Score, resulted in an STI payment of $2,150,000 , representing 143 percent of target.
|
Target Short-Term Incentive Award
|
Company Performance Score
143%
|
Individual Performance Score
100%
|
=
|
Actual Short-Term Incentive Award
(143% of target)
|
||||||||||||||||
AIG2025 PROXY STATEMENT57
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Executive Vice President, Reinsurance and Risk Capital Optimization
| Pillar and Goal Overview | Achievements | ||||
|
Financial
nDesign and implement cost effective reinsurance solutions
|
nDeveloped reinsurance structures and placement strategies for over 40 treaties, ceding approximately
nEnhanced the majority of treaties, including achieving risk adjusted rate changes and broader coverage across all major treaties and improving ceding commissions on the largest proportional reinsurance treaties
|
||||
|
Strategic
nEvolve reinsurance structure
nSupport PCS in obtaining third party capital support for its underwriting activities
|
nUpdated comprehensive enterprise model enabling a detailed review of the entire global underwriting portfolio
nLaunched our first special purpose vehicle alongside the launch of reinsurance Syndicate 2478 at Lloyd's, which is the first of its kind and is supported by third party capital under
nSupported PCS in building and developing relationships with potential third party capital support providers resulting in 30% quota share support from five global partners
|
||||
|
Operational
nSupport AIGNextby driving expense discipline and streamlining operations
|
nAchieved 39% reduction in organizational expense over two years
nLed a "one-team" approach to operating across outwards reinsurance to improve end to end processes and achieve improved aligned outcomes
|
||||
|
Organizational
nPromote AIG's Purpose & Values
nDemonstrate leadership competencies across the organization
|
nAdvanced the Company's reputation in the insurance and reinsurance markets through development of strong partnerships with colleagues and stakeholders across the industry
nActively participated in key company events, including
|
||||
|
Charles Fry Individual Performance Score:137%
|
||
Based on these accomplishments, the CMRC determined that Mr. Fry exceeded expectations in 2024. As a result, the CMRC approved an Individual Performance of 137 percent, which, when combined with the Company Performance Score, resulted in an STI payment of $3,000,000 , representing 195 percent of target.
|
Target Short-Term Incentive Award
|
Company Performance Score
143%
|
Individual Performance Score
137%
|
=
|
Actual Short-Term Incentive Award
(195% of target)
|
||||||||||||||||
58AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Executive Vice President & Chief Executive Officer, International Commercial Insurance and Global Personal Insurance
| Pillar and Goal Overview | Achievements | ||||
|
Financial
nContinue to profitably grow the International portfolio
|
nAchieved International Commercial underwriting profit of
nAchieved profitable growth in nearly all International Commercial business lines, including NPW growth of 11% in Property, 7% in
nDelivered growth and improved performance in Global Personal with 210 basis points improvement in Combined Ratio and 170 basis point improvement in AYCR, as adjusted*
|
||||
|
Strategic
nStrengthen engagement with key stakeholders in every region
nMaintain and improve underwriting performance
|
nImplemented robust distribution plans across our brokers, regions and products
nGrew
nTook corrective action in businesses that were not aligned with broader strategic objectives, including completing the exit of businesses in poor performing jurisdictions and the sale of the Personal Travel Business
|
||||
|
Operational
nDeliver on AIGNextobjectives
nImprove client and broker experience
|
nSimplified end-to-end underwriting processes and modernized technology platforms and data capabilities
nImplemented process improvements to streamline renewals for up to 80% of applicable portfolios which yielded 15% increase in
nAchieved expense savings of over
|
||||
|
Organizational
nAdvance "LeaIt All Culture"
nAttract and retain top talent
|
nSupported accelerated training, development and career enhancement opportunities to attract and retain top talent resulting in:
-85% of employees gained proficiency in new skills
-95% of high potential talent had development plans in place
|
||||
|
Jonathan Hancock Individual Performance Score:131%
|
||
Based on these accomplishments, the CMRC determined that Mr. Hancock exceeded expectations in 2024. As a result, the CMRC approved an Individual Performance Score of 131 percent, which, when combined with the Company Performance Score, resulted in an STI payment of $3,250,000 , representing 187 percent of target.
|
Target Short-Term Incentive Award
|
Company Performance Score
143%
|
Individual Performance Score
131%
|
=
|
Actual Short-Term Incentive Award
(187% of target)
|
||||||||||||||||
AIG2025 PROXY STATEMENT59
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
Executive Vice President, Chief Digital Officer and Global Head of Business Operations & Claims
| Pillar and Goal Overview | Achievements | ||||
|
Financial
nDrive expense savings
|
nRealized expense savings of over
|
||||
|
Strategic
nDeliver on Data and Digital Initiatives
|
nDelivered our first GenAI - LLM powered solution, AIG Underwriter Assistance, to support underwriter review of 100% of received submissions
nCreated GenAI -
nLaunched AIG 360 to provide a single holistic view of client and broker relationships
|
||||
|
Operational
nDeliver on scaled
|
nDelivered Standard Commercial Underwriting Platform for North America Workers Compensation and
nSignificantly expanded the global footprint and impact of key digital portals, platforms and capabilities to improve ease, efficiency and effectiveness for our clients and trading partners
nOptimized end-to-end Global Business Operations service delivery model through outsourcing, centralizing, and enhanced technology
|
||||
|
Organizational
nEmbed AIG's Purpose and Values across Global Business Operations, while Building the
|
nDesigned and successfully implemented Innovation hub in
nCompleted internal talent review and succession planning resulting in developmental actions for 100% of high potential employees
nPromoted internal mobility by placing 425 employees into new or expanded roles
nPromoted skills development, resulting in 80% of employees gaining proficiency in new skills
|
||||
|
Claude Wade Individual Performance Score:122%
|
||
Based on these accomplishments, the CMRC determined that Mr. Wade exceeded expectations in 2024. As a result, the CMRC approved an Individual Performance Score of 122 percent, which, when combined with the Company Performance Score, resulted in an STI payment of $3,500,000 , representing 175 percent of target.
|
Target Short-Term Incentive Award
|
Company Performance Score
143%
|
Individual Performance Score
122%
|
=
|
Actual Short-Term Incentive Award
(175% of target)
|
||||||||||||||||
Former Executive Officer
The CMRC determined that Ms. Purtill's contributions to important strategic initiatives in 2024 including completing the financial and accounting deconsolidation of Corebridge in June and the agreement to sell a minority stake in Corebridge to Nippon Life Insurance Company , met expectations. As a result, the CMRC approved an Individual Performance Score of 100 percent, which when combined with the Company Performance Score, resulted in an STI payment of $2,425,000 , representing 143 percent of her target.
60AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
2024 Annual Long-Term Incentive Awards
|
At a Glance:
|
nChairman & CEO's awards are 100 percent performance-based, consisting of PSUs (75 percent) and stock options (25 percent)
nOther named executives' annual awards are 75 percent performance-based, consisting of PSUs (50 percent) and stock options (25 percent) and 25 percent time-based in the form of RSUs
nTarget annual award value is reviewed annually and informed by market data
nPSU payouts are capped at 200 percent of target
nAwards are subject to clawback policies (as applicable)
|
||||
|
Changes
for 2024:
|
nDiluted AATI Attributable to AIG Common Shareholders Per Share* is no longer normalized
nAll performance metrics weighted equally with the weighting of Diluted AATI Attributable to AIG Common Shareholders Per Share* reduced from 30 percent to 25 percent, and the weighting of Relative TSR increased from 20 percent to 25 percent
n
|
||||
Annual LTI awards typically represent the largest percentage of a named executive's annual target compensation opportunity and are granted in equity-based compensation (i.e., PSUs, stock options and RSUs) that reward long-term value creation, performance achievements and stock price appreciation. We believe that the mix of PSUs, stock options and RSUs supports a high-performance culture and helps retain and attract key talent through competitive compensation opportunities that are consistent with market practice.
In considering LTI annual awards to named executives, there are several design principles that the CMRC considers, including:
nProviding a risk-balanced portfolio of incentive vehicles
nAligning performance with elements of our strategy that are within management control
nMaintaining simplicity
2024 Annual LTI Award Allocation(1)
(1)Reflects target annual LTI award allocations to current named executives and excludes any special awards made in 2024.
(2)The Diluted AATI Attributable to AIG Common Shareholders Per Share* metric is no longer normalized.
AIG2025 PROXY STATEMENT61
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
2024 Annual LTI Award Grant Values
|
Named Executive
|
2024 Target LTI Value
|
2024 Individual Modifier | 2024 Actual LTI Grant Value | ||||||||
| 100 | % | ||||||||||
|
|
N/A | N/A | N/A | ||||||||
| 100 | % | ||||||||||
|
|
100 | % | |||||||||
| 100 | % | ||||||||||
| Former Executive Officer | |||||||||||
| 100 | % | ||||||||||
(1)Given the timing of his appointment, Mr. Walsh did not receive an annual LTI award in 2024.
In making the LTI awards, the CMRC approved dollar amounts that are converted into PSUs, stock options and RSUs. The number of PSUs and RSUs constituting an annual grant is based on the average closing price of our common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of our common stock, rounded down to the nearest whole option. The dollar amounts listed above may differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with FASB ASC Topic 718.
2024 LTI Awards were granted under the LTI Plan.
2024 Annual LTI Award Vehicles
Performance Share Units
The 2024 PSU awards can be earned based on achievement of performance over a period of three years from January 1, 2024 through December 31, 2026 . The Chairman and CEO received 75 percent of his LTI award in the form of PSUs. Other current named executives received 50 percent of their annual LTI awards in the form of PSUs. The performance metrics that apply to 2024 PSU awards continue to incentivize the delivery of long-term profitable growth for our shareholders through a culture of underwriting and operational excellence.
|
+
|
+
|
+
|
||||||||||||||||||
|
Diluted AATI
Attributable to AIG
Common Shareholders
Per Share*
|
AIG Parent GOE Exit Run-Rate* |
Accident Year
Combined Ratio,
as adjusted*
|
Relative Total Shareholder Return |
|||||||||||||||||
| 25% |
25%
|
25%
|
25% | |||||||||||||||||
62AIG2025 PROXY STATEMENT
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
| Metric | Target |
Why It Matters to AIG
|
||||||
|
Diluted AATI Attributable to AIG Common Shareholders Per Share*(1)
|
Achievement of Diluted AATI Attributable to AIG Common Shareholders Per Share* growth
Growth is measured over the prior year for each year of the three-year performance period to incentivize continued improvement**
|
Measures our success in creating long-term profitable growth for shareholders
|
||||||
| AIG Parent GOE Exit Run-Rate* |
Goals assess continued progress in expense rationalization, with consecutive annual improvement over the three-year performance period to incentivize continued improvement
Goals for 2024 and 2025 are established on an exit-run rate basis, with 2026 goals defined as percentage of net premiums earned
|
Measures our success in rationalizing our expense base and sustaining a lower baseline
|
||||||
|
Accident Year Combined Ratio, as adjusted*
|
Goals target maintaining sub-90 percent AYCR, as adjusted*, to incentivize sustaining strong combined ratio year-over-year over the three-year performance period while driving profitable growth
|
Measures our underwriting excellence driven by risk selection and expense discipline
|
||||||
| Relative TSR |
Cumulative TSR delivered during the three-year performance period ending
|
Measures our relative success in delivering market competitive returns to shareholders
|
||||||
(1)Metric is no longer normalized.
(2)TSR calculated based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period. Foreign company peers stock prices will be converted to US dollar to neutralize foreign exchange impact. Relative TSR peers comprised of Allianz, AXA , Chubb, CNA Financial , The Hartford , Tokio Marine , Travelers and W. R. Berkley .
As reported share prices are adjusted for regular and special dividends paid over the performance period as well as any stock splits and spin-offs. Beginning dividend-adjusted share prices are measured using the average of December 2023 closing prices. Ending dividend adjusted share prices are measured using the average of December 2026 closing prices.
Actual performance relative to the goals approved by the CMRC in 2024 will be disclosed in 2027, following the conclusion of the performance periods and the CMRC's assessment of attainment. 2024 PSU awards will be settled in common stock and accrue dividend equivalent rights in the form of cash, that is paid if and when the underlying PSUs are earned and vest.
Stock Options
2024 annual stock option awards become exercisable in equal installments on the first, second and third anniversaries of the date of grant, subject to continued service through each applicable vesting date. All stock options are granted with an exercise price equal to the closing price of the underlying shares of common stock on the grant date and are subject to a ten-year term. We view stock options as performance-based compensation since stock options provide value only for upside performance.
Restricted Stock Units
2024 Special Awards
In 2024, the CMRC granted certain special awards in a targeted manner in connection with executive recruitment and contributions to transformative projects.
In consideration of equity forfeited from his prior employer, Mr. Walsh received a $2,750,000 RSU grant in October 2024 and a cash payment of $1,250,000 in February 2025 . The RSUs vest: (i) on October 21, 2025 for $1,000,000 of RSUs, (ii) on February 1, 2026 for $925,000 of RSUs and (iii) on February 1, 2027 for $825,000 of RSUs. Mr. Walsh also received a $300,000 RSU transition award on October 21, 2024 which vests ratably over three years.
In recognition of his development of comprehensive analytics and modelling that were critical to the assessment of key strategic initiatives, including the divestiture of the Personal Travel Business and the special purpose vehicle launched alongside the reinsurance Syndicate 2478 at Lloyd's, Mr. Fry received an RSU grant with a value of $500,000 in July 2024 . The RSUs vest in full in July 2026 .
AIG2025 PROXY STATEMENT63
Compensation Discussion and Analysis2024 Compensation Decisions and Outcomes
2022 Performance Share Units Achievement
The three-year performance period for the 2022 PSUs ended on December 31, 2024 . These awards were subject to three performance metrics. Each metric had threshold, target, stretch and maximum performance goals associated with it and a corresponding level of payout with interpolation for achievements between goals.
| Performance Metric | Period | Threshold (50%) |
Target (100%) |
Stretch (150%) |
Maximum (200%) |
Actual | % Achieved | Weighting | % Achieved (Weighted) |
||||||||||||||||||||
|
Annual Improvement in Accident Year Combined Ratio, as adjusted*
|
2022 | 91.0 | % | 89.9 | % | 89.4 | % | 88.9 | % | 88.7 | % | 200 | % | 16 | % | 32 | % | ||||||||||||
| 2023 | 91.0 | % | 89.9 | % | 88.9 | % | 87.9 | % | 87.7 | % | 200 | % | 17 | % | 34 | % | |||||||||||||
| 2024 | 91.0 | % | 89.9 | % | 88.4 | % | 86.9 | % | 88.2 | % | 157 | % | 17 | % | 27 | % | |||||||||||||
| Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* | Cumulative | 200 | % | 40 | % | 80 | % | ||||||||||||||||||||||
|
Relative Total Shareholder Return(1)
|
3-Years |
6thor 7th
|
4thor 5th
|
2ndor 3rd
|
1st
|
6th
|
50 | % | 10 | % | 5 | % | |||||||||||||||||
| Final PSU Payout: | 178 | % | |||||||||||||||||||||||||||
(1)TSR calculated in local currency based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period. Relative TSR peers comprised of Chubb, CNA Financial , The Hartford , Markel, Tokio Marine , Travelers and W.R. Berkley .
As reported share prices are adjusted for regular and special dividends paid over the performance period as well as any stock splits and spin-offs. Beginning dividend-adjusted share prices are measured using the average of December 2021 closing prices. Ending dividend adjusted share prices are measured using the average of December 2024 closing prices.
|
Annual Improvement in Accident Year Combined Ratio, as adjusted*
(Weighted 50%) 186% |
+
|
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*
(Weighted 40%) 200% |
+
|
Relative Total Shareholder Return(Weighted 10%)
50% |
=
|
Final PSU Performance Payout: 178% |
||||||||||||||
64AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisIndirect Elements of Compensation
Indirect Elements of Compensation
We provide named executives with a limited number of benefits and perquisites. These programs are generally aligned with those available to our other employees.
Welfare and Insurance Benefits
Named executives generally participate in the same broad-based health, life and disability benefit programs as other employees.
Retirement Benefits
We provide retirement benefits to eligible employees. The only plan in which U.S. -based named executives actively participate is a tax-qualified 401(k) plan. All participants, including U.S. -based named executives, receive Company contributions in the form of a match equal to 100 percent of the first six percent of their eligible compensation up to the Internal Revenue Code (IRC) compensation limit, which in 2024 was $345,000 . In accordance with this limit, each named executive received matching contributions of up to $20,700 in 2024. We also provide a contribution of three percent of eligible compensation to all employees eligible to participate in the 401(k) plan, in addition to the six percent matching contribution, subject to IRC limits.
Perquisites
We provide limited perquisites to named executives to facilitate the performance of their management responsibilities. For U.S. -based named executives, these perquisites include the use of Company pool cars and drivers for commuting purposes, legal and financial planning services and preventative health services. UK -based named executives are entitled to receive a car allowance.
We maintain certain security measures for the Chairman & CEO pursuant to our corporate security policy. Under the policy, the CMRC requires the use of corporate aircraft and other Company-provided transportation by our Chairman & CEO for business and personal travel, with an allowance of up to $195,000 per year for personal flights taken on the corporate aircraft. Any use for personal travel beyond the allowance must be reimbursed to the Company. We do not provide any excise tax payments, reimbursements or "gross ups" in connection with the Chairman & CEO's personal use of corporate aircraft. Use of the corporate aircraft by other senior executives for personal travel is generally prohibited, however, exceptions may be made in certain circumstances, such as medical emergencies.
Termination Practices and Policies
In line with market practice among our peers, we maintain the Executive Severance Plan for the benefit of the named executives other than Mr. Zaffino to offer competitive total compensation packages, help ensure retention and enable us to obtain a release of employment-related claims. In addition, we have entered into an employment agreement with Mr. Zaffino which provides for severance payments and benefits payable to him upon a qualifying termination of employment.
See "2024 Executive Compensation-Potential Payments on Termination" for more information on our termination benefits and policies, including a description of the potential severance payments and benefits payable to Mr. Zaffino under his employment agreement.
AIG2025 PROXY STATEMENT65
Compensation Discussion and Analysis2025 Compensation Program Design
2025 Compensation Program Design
The CMRC approved our 2025 STI and LTI programs during the first quarter of 2025.
2025 Short-Term Incentive Program Structure
The design of the 2025 STI program continues to reflect a single consolidated Company Performance scorecard with four equally weighted metrics that will be applied to all named executives in 2025. Each of the four metrics is aligned to our delivery on our commitments to profitability. Calendar Year Combined Ratio has been added to increase the alignment of our incentives with accountability for our full portfolio, replacing a metric related to execution on strategic initiatives.
Other features of the STI program design remain the same as 2024. STI awards for our named executives in 2025 will continue to be based on a combination of the empirical and quantitative business results and individual performance.
The four equally weighted metrics (25 percent each) are:
nCalendar Year Combined Ratio
nAccident Year Combined Ratio, as adjusted*
nDiluted AATI Attributable to AIG Common Shareholders Per Share*
nCore Operating ROE*
2025 Long-Term Incentive Program Structure
The 2025 LTI award granted to Mr. Zaffino is comprised of 75 percent PSUs and 25 percent stock options, continuing the award mix granted to Mr. Zaffino in 2023 and 2024. The LTI grants for our other named executives are comprised of 50 percent PSUs, 25 percent RSUs and 25 percent stock options.
The stock options and RSUs issued to our named executives in connection with our 2025 annual LTI program will vest ratably in thirds on the first, second and third anniversaries of the grant date, subject to each named executive's continued service through each vesting.
The PSUs issued to our named executives in connection with our 2025 annual LTI program continue to be subject to a three-year time horizon, with cliff vesting on January 1, 2028. The PSUs will be earned based on performance on five equally weighted metrics (20 percent each) over the three-year performance period, compared to four equally weighted metrics (25 percent each) in our 2024 program.
Our 2025 program is designed to further align our incentive program with the interests of our shareholders. The 2025 program no longer includes a metric related to execution on strategic initiatives and now includes two metrics that measure performance relative to our General Insurance peers. The metrics include:
nCYCR including catastrophe losses calculated over the three-year performance period relative to a General Insurance peer group
nAYCR, as adjusted* measured annually against goals that represent sustained combined ratio strength year-over-year during the three-year plan period while driving profitable growth
nAdjusted Tangible Book Value per Share* growth measured over the prior year for each year of the three-year performance period
nDiluted AATI Attributable to AIG Common Shareholders Per Share* growth measured over the prior year for each year of the three-year performance period
nTSR over the three-year performance period relative to a General Insurance peer group
All these metrics include clearly defined goals associated with the achievement of "threshold", "target", "stretch", and "maximum" and are aligned to our long-term strategic objectives.
66AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisManaging Compensation Risk
Managing Compensation Risk
We remain committed to continually evaluating and enhancing our risk management control environment, risk management processes and ERM functions. Our compensation practices are essential parts of our approach to risk management and the CMRC regularly monitors our compensation programs to ensure they align with sound risk management principles.
Compensation Risk Review
|
In October 2024, the CMRC considered the annual compensation risk review findings with the Chief Risk Officer to ensure compensation plans appropriately balance risk and reward. As recommended by the Chief Risk Officer, the CMRC continued to focus its review on incentive-based compensation plans, which totaled 49 active non-salary plans for performance year 2023.
|
|||||
|
All incentive plans with payouts to active employees rated as low residual risk
|
|||||
ERM conducts an annual risk assessment of our incentive plans and assigns a rating of low, medium or high risk to each plan that considers certain objectives and criteria, including:
nWhether the design of the plan may encourage excessive or unnecessary risk-taking
nWhether the plan has appropriate safeguards in place to discourage fraudulent behavior
nWhether the plan incorporates appropriate risk mitigation, including deferrals, clawback conditions and capped payouts to reduce risk
nWhether incentive awards are based on pre-established performance goals, including risk-adjusted metrics
ERM's 2024 assessment included all active incentive sales plans across the Company and concluded that the plans were balanced and did not promote excessive risk-taking. All plans with payouts to active employees were rated as "low" risk.
Clawback Policies
We maintain two policies that support the recoupment of compensation in defined situations. The intent of these policies is to encourage sound risk management and individual accountability with respect to potentially risky behavior or misconduct, in accordance with our compensation principles of paying for performance and aligning the interests of our executives and employees with those of our shareholders. The key terms are summarized below.
|
Financial Restatement Clawback Policy (approved in 2023)
|
|||||
| Covered Employees |
nCurrent and former Section 16 officers
|
||||
| Covered Compensation |
nIncentive-based compensation awarded on the basis of financial reporting measures, including stock price and TSR, received during the three fiscal years preceding the date that AIG determined (or reasonably should have determined) that a restatement is necessary
|
||||
| Triggering Events |
nAny financial restatement defined within the policy as "Big R" or "little r"
|
||||
|
CMRC
Role |
nAdministers the policy
nApproves the amounts to be recovered
|
||||
No clawback-related actions pursuant to the Financial Restatement Clawback Policy were required in 2024. A copy of the Financial Restatement Clawback Policy is included in our Annual Report on Form 10-K for the year ended December 31, 2024.
AIG2025 PROXY STATEMENT67
Compensation Discussion and AnalysisManaging Compensation Risk
|
Clawback Policy (amended in 2023)
|
|||||
| Covered Employees |
nCurrent and former executive officers
nAll LTI recipients
nAny other employee at Grade 27 and above, as determined by the CMRC
|
||||
| Covered Compensation |
nGenerally, includes any bonus, equity or equity-based award, or any other incentive compensation granted since 2013, including time-based awards
nCompensation paid, and awards granted, while a covered employee
|
||||
| Triggering Events |
nMaterial financial restatement
nAward or receipt of covered compensation based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined
nFailure of risk management, including a supervisory role or material violation of AIG's risk policies
nAn action or omission that results in material financial or reputational harm to AIG
nMaterial failure to abide by any restrictive covenant agreement
|
||||
| CMRC Authority |
nDetermining whether a triggering event has occurred
nDetermining whether recovery would cause a tax-qualified retirement plan to fail to meet requirements of the Internal Revenue Code, noting that in such instances recovery will be limited
nAbility to require forfeiture or repayment of all or any portion of any unpaid covered compensation or covered compensation paid in the 12 months preceding the triggering event
-The 12-month time horizon will be extended to a longer period if required by any applicable statute or regulation
|
||||
No clawback-related actions pursuant to the Clawback Policy were required in 2024 based on a review of material risk events as part of the annual risk review process.
Stock Ownership Guidelines
The CMRC oversees the implementation of stock ownership guidelines that apply to executive officers, to further align their interests with those of shareholders and to provide a meaningful personal interest in sustainable value creation.
|
Ownership
Threshold
|
nChief Executive Officer: five times base salary
nOther Executive Officers: three times base salary
|
||||
|
Counted Equity
Interests
|
nStock owned outright by the officer or the officer's spouse
nPSUs or RSUs that have vested but have not been delivered
|
||||
|
Until Ownership
Threshold is Reached
|
nRetention of 50 percent of the shares received upon the exercise, vesting or payment of equity-based awards until ownership threshold level achieved
|
||||
|
Post-Employment
Requirement |
nExecutive officers must continue to comply with the stock ownership guidelines, including the applicable retention requirements, for six months after they cease to be an executive officer
|
||||
All named executives are in compliance with our stock ownership guidelines.
68AIG2025 PROXY STATEMENT
Compensation Discussion and AnalysisCompensation and Management Resources Committee Report
Anti-Hedging and Anti-Pledging Policies
Our Code of Conduct and Insider Trading Policy prohibit all employees, including the named executives, from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG's securities. In particular, other than pursuant to a Company compensation or benefit plan or dividend distribution, no employee may acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, our Insider Trading Policy prohibits executive officers and directors from pledging AIG securities. None of our executive officers or directors have pledged any AIG securities.
A copy of the Insider Trading Policy is included in the our Annual Report on Form 10-K for the year ended December 31, 2024.
Additional Information
Use of Non-GAAP Financial Metrics
Certain performance metrics and their associated goals used in our incentive plans are "non-GAAP financial measures" under SEC rules. Appendix A explains how these measures are calculated from our audited financial statements.
Tax and Accounting Considerations
The CMRC sets named executive compensation in accordance with our compensation philosophy and continues to believe that retaining, attracting and motivating our employees with a compensation program that supports long-term value creation is in the best interests of our shareholders. In reaching decisions on executive compensation, the CMRC considers tax and accounting consequences, including that compensation in excess of $1 million paid to covered executive officers in a calendar year generally will not be deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986.
Compensation and Management Resources Committee Report
The CMRC has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on that review and discussion, the CMRC recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Form 10-K.
Compensation and Management Resources Committee
James J. Dunne III
AIG2025 PROXY STATEMENT69
|
2024 Executive Compensation
|
||
2024 Summary Compensation Table
|
Position as of December 31, 2024
|
Year |
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
All Other
Compensation
($)(3)
|
Total
($)
|
|||||||||||||||||||||
|
Chairman & Chief Executive Officer
|
2024 | 1,500,000 | - | 10,339,947 | 3,499,984 | 9,000,000 | 298,442 | 24,638,373 | |||||||||||||||||||||
| 2023 | 1,500,000 | - | 10,359,302 | 3,499,989 | 9,000,000 | 258,645 | 24,617,936 | ||||||||||||||||||||||
| 2022 | 1,571,923 | - | 62,422,889 | 3,224,990 | 7,830,000 | 264,397 | 75,314,199 | ||||||||||||||||||||||
|
Executive Vice President &
Chief Financial Officer |
2024 | 200,000 | - | 3,185,056 | - | 2,150,000 | 10,765 | 5,545,821 | |||||||||||||||||||||
|
Executive Vice President, Capital Risk Optimization
|
2024 | 1,023,848 | - | 2,026,456 | 512,712 | 3,000,000 | 67,061 | 6,630,077 | |||||||||||||||||||||
|
Executive Vice President & Chief Executive Officer, International Commercial and Global Personal Insurance
|
2024 | 1,023,848 | - | 1,738,710 | 590,484 | 3,250,000 | 57,922 | 6,660,964 | |||||||||||||||||||||
|
Executive Vice President &
|
2024 | 1,000,000 | 1,224,000 |
(5)
|
1,104,208 | 374,988 | 3,500,000 | 87,301 | 7,290,497 | ||||||||||||||||||||
| 2023 | 1,000,000 | 1,793,000 | 1,103,095 | 374,994 | 3,350,000 | 86,772 | 7,707,861 | ||||||||||||||||||||||
| Former Executive Officer | |||||||||||||||||||||||||||||
|
Former Executive Vice President & Chief Financial Officer |
2024 | 1,000,000 | - | 2,134,758 | 724,998 | 2,425,000 | 56,690 | 6,341,446 | |||||||||||||||||||||
| 2023 | 975,000 | 125,000 | 3,063,217 | 599,990 | 2,850,000 | 45,367 | 7,658,574 | ||||||||||||||||||||||
(1)Stock and Option Awards. The amounts listed in these columns for 2024 represent the grant date fair values of: (i) all PSUs granted in 2024 based on target performance which was the probable outcome of the performance conditions at the grant date; (ii) all RSUs granted in 2024 and (iii) all stock options granted in 2024, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, excluding the effect of estimated forfeitures. The amounts shown for the awards granted in 2024 were calculated using the assumptions described in Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Further information regarding all stock-based awards granted in 2024 can be found under "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Annual Long-Term Incentive Awards" and "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Special Awards." The following table presents the grant date fair value of the 2024 PSUs at target and maximum levels of performance:
|
2024 PSUs Target ($)
|
2024 PSUs Maximum ($)
|
|||||||
| 10,339,947 | 20,679,895 | |||||||
| N/A | N/A | |||||||
| 1,009,782 | 2,019,564 | |||||||
| 1,162,943 | 2,325,884 | |||||||
| 738,554 | 1,477,106 | |||||||
| Former Executive Officer | ||||||||
| 1,427,841 | 2,855,683 | |||||||
All awards represented in the "Stock Awards" and "Option Awards" columns are subject to clawback under the Company's clawback policies.
70AIG2025 PROXY STATEMENT
2024 Executive Compensation2024Summary Compensation Table
(2)Non-Equity Incentive Plan Compensation. The amounts in this column for 2024 represent the awards earned under the STI plan for 2024 performance as determined by the CMRC (and approved by the Board in the case of Mr. Zaffino ) in the first quarter of 2025. See "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Short-Term Incentive Awards" for further information.
All awards represented in the "Non-Equity Incentive Plan Compensation" column are subject to the Company's clawback policies.
(3)(a)Perquisites. This column includes the aggregate incremental costs of perquisites and benefits. The following table details the aggregate incremental cost to the Company of perquisites received by each named executive in 2024.
Perquisites
|
Personal Use
Pool Cars / Car Allowance($)(i)
|
Personal Use
of Aircraft
($)(ii)
|
Financial Planning / Tax Services
($)(iii)
|
Other ($)(iv)
|
Total ($) | |||||||||||||
| 8,788 | 161,466 | 17,750 | 79,088 | 267,092 | |||||||||||||
| 4,199 | - | 3,058 | - | 7,257 | |||||||||||||
| 16,432 | - | - | - | 16,432 | |||||||||||||
| 16,432 | - | - | - | 16,432 | |||||||||||||
| 48,477 | - | 7,474 | - | 55,951 | |||||||||||||
| Former Executive Officer | |||||||||||||||||
| 3,086 | - | 15,500 | 6,754 | 25,340 | |||||||||||||
(i)Amounts in this column include the incremental costs of driver compensation, fuel and maintenance attributable to use of Company pool cars for commuting purposes. Mr. Fry and Mr. Hancock's amounts represent their annual car allowance.
(ii)The CMRC requires personal use of corporate aircraft for Mr. Zaffino and has approved an allowance for Mr. Zaffino of up to $195,000 per calendar year. Amounts in this column include personal use by Mr. Zaffino and his spouse of corporate aircraft, calculated based on the aggregate incremental cost of the travel to the Company. For use of corporate aircraft, aggregate incremental cost is calculated based on the direct operating cost of the aircraft, including fuel, maintenance, airport fees and assessments, crew expenses and in-flight supplies and catering, as applicable. If an aircraft traveled empty before picking up or after dropping off Mr. Zaffino and in some cases his spouse in connection with personal travel, the cost associated with this "deadhead" segment would be included in the incremental cost attributable to overall travel. For use of corporate aircraft owned by a third-party vendor, aggregate incremental cost is calculated based on the cost-per-flight-hour charged by the vendor as well as costs of fuel, taxes, crew expenses and airport fees and assessments, as applicable. For further information, see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-Indirect Elements of Compensation-Perquisites."
(iii)Amounts in this column reflect the value of financial planning services and tax preparation services made available to our named executives.
(iv)Amounts in this column reflect (1) for Mr. Zaffino , residential security ($75,093), expenses related to spousal travel ($2,100) and executive medical services ($1,895) and (2) for Ms. Purtill , annual executive medical ($6,754).
(b)Other Benefits.This column also includes matching and non-elective Company contributions under the 401(k) plan in the amount of $31,050 for Mr. Zaffino , Mr. Wade and Ms. Purtill and $3,462 for Mr. Walsh . Mr. Fry and Mr. Hancock's amounts include a $44,367 and $38,986 cash allowance, respectively, in lieu of pension in 2024.
All named executives are covered under the AIG Basic Group Life Insurance Plan. This column also includes life insurance premiums paid for the benefit of the named executives.
We maintain a policy of directors' and officers' liability insurance for the directors and officers. The premium for this policy for the policy year ended September 22, 2024 was approximately $9.4 million and for the policy year ending October 31, 2025 is approximately $9.2 million.
(4)Mr. Fry and Mr. Hancock were not named executive officers prior to 2024. Mr. Wade and Ms. Purtill were not named executive officers prior to 2023. Also, for Mr. Fry and Mr. Hancock , their salary, non-equity incentive plan compensation and all other compensation were converted to US dollars using the December 2024 monthly average FX rate of 1.26401.
(5)For Mr. Wade , this represents a buy-out of the equity foregone from his prior employer.
AIG2025 PROXY STATEMENT71
2024 Executive Compensation2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
|
Estimated Future Payouts
Under Non-Equity Plan Awards(1) |
Estimated Future Payouts Under
Equity Incentive Plan Awards (# of Shares or Units)(2) |
All Other
Stock Awards (# of Shares or Units)(3) |
All Other
Option Awards (# of Securities
Underlying Options)(4) |
Exercise
Price of Option Awards ($/Sh)(4) |
Grant Date
Fair Value of Equity Awards ($)(5) |
|||||||||||||||||||||||||||||||||
| Grant Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(PSUs) |
Target
(PSUs) |
Maximum
(PSUs) |
||||||||||||||||||||||||||||||||
|
2024 STI
|
02/20/24 | - | 4,500,000 | 9,000,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 PSUs
|
02/20/24 | - | - | - | 75,139 | 150,279 | 300,558 | - | - | - | 10,339,947 | |||||||||||||||||||||||||||
|
2024 Options
|
02/20/24 | - | - | - | - | - | - | - | 199,543 | 68.13 | 3,499,984 | |||||||||||||||||||||||||||
|
2024 STI
|
02/20/24 | - | 1,500,000 | 3,000,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 PSUs
|
02/20/24 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 RSUs
|
02/20/24 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 2024 Special RSUs | 10/21/24 | - | - | - | - | - | - | 41,071 | - | - | 3,185,056 | |||||||||||||||||||||||||||
|
2024 Options
|
02/20/24 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 STI
|
02/20/24 | - | 1,535,772 | 3,071,544 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 PSUs
|
02/20/24 | - | - | - | 7,338 | 14,676 | 29,352 | - | - | - | 1,009,782 | |||||||||||||||||||||||||||
|
2024 RSUs
|
02/20/24 | - | - | - | - | - | - | 7,338 | - | - | 499,938 | |||||||||||||||||||||||||||
| 2024 Special RSUs | 07/26/24 | - | - | - | - | - | - | 6,690 | - | - | 516,736 | |||||||||||||||||||||||||||
|
2024 Options
|
02/20/24 | - | - | - | - | - | - | - | 29,231 | 68.13 | 512,712 | |||||||||||||||||||||||||||
|
2024 STI
|
02/20/24 | - | 1,738,014 | 3,476,028 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 PSUs
|
02/20/24 | - | - | - | 8,451 | 16,902 | 33,804 | - | - | - | 1,162,943 | |||||||||||||||||||||||||||
|
2024 RSUs
|
02/20/24 | - | - | - | - | - | - | 8,451 | - | - | 575,767 | |||||||||||||||||||||||||||
| 2024 Options | 02/20/24 | - | - | - | - | - | - | - | 33,665 | 68.13 | 590,484 | |||||||||||||||||||||||||||
|
2024 STI
|
02/20/24 | - | 2,000,000 | 4,000,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
2024 PSUs
|
02/20/24 | - | - | - | 5,367 | 10,734 | 21,468 | - | - | - | 738,554 | |||||||||||||||||||||||||||
|
2024 RSUs
|
02/20/24 | - | - | - | - | - | - | 5,367 | - | - | 365,654 | |||||||||||||||||||||||||||
|
2024 Options
|
02/20/24 | - | - | - | - | - | - | - | 21,379 | 68.13 | 374,988 | |||||||||||||||||||||||||||
|
Former Executive Officer
|
||||||||||||||||||||||||||||||||||||||
| 2024 STI | 02/20/24 | - | 1,700,000 | 3,400,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 2024 PSUs | 02/20/24 | - | - | - | 10,376 | 20,752 | 41,504 | - | - | - | 1,427,841 | |||||||||||||||||||||||||||
| 2024 RSUs | 02/20/24 | - | - | - | - | - | - | 10,376 | - | - | 706,917 | |||||||||||||||||||||||||||
| 2024 Options | 02/20/24 | - | - | - | - | - | - | - | 41,334 | 68.13 | 724,998 | |||||||||||||||||||||||||||
(1)Amounts shown reflect the range of possible cash payouts under the STI plan for 2024 performance. Actual amounts earned, as determined by the CMRC (and, in the case of the award granted to Mr. Zaffino , as approved by the Board) in the first quarter of 2025, are reflected in the 2024 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the 2024 STI awards, including the applicable performance metrics, please see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Short-Term Incentive Awards." Also, for Mr. Fry and Mr. Hancock , their amounts were converted to US dollars using the December 2024 monthly average FX rate of 1.26401.
(2)Amounts shown reflect the potential range of 2024 PSUs that may be earned under the LTI Plan relative to the target amounts granted. Actual amounts earned are based on achieving pre-established goals across four financial objectives over the 2024-2026 performance period. Results will be certified by the CMRC in the first quarter of 2027. For more information on the 2024 PSUs, including the applicable performance metrics, please see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Annual Long-Term Incentive Awards." PSUs accrue dividend equivalent rights beginning with the first dividend record date following the applicable grant date. The cash amount is subject to the same vesting and performance conditions as the related PSUs and is paid if and when the related PSUs are settled.
(3)Amounts shown reflect the grant of RSUs under the LTI Plan. For more information on these awards, please see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Annual Long-Term Incentive Awards" and "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Special Awards." RSUs accrue dividend equivalent rights beginning with the first dividend record date following the applicable grant date. The cash amount is subject to the same vesting conditions as the related RSUs and is paid if and when the related RSUs are settled.
(4)Amounts shown reflect the grant of stock options under the LTI Plan. For more information on these awards, please see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2024 Annual Long-Term Incentive Awards" and Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Stock options have an exercise price equal to the closing price of our common stock on the NYSE on the date of grant.
(5)Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718 using the valuation methods and assumptions presented in Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
72AIG2025 PROXY STATEMENT
2024 Executive CompensationOutstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
|
Options Awards(1)
|
||||||||||||||||||||||||||||||||||||||
|
Equity
Incentive Plan Awards (Number of Securities Underlying Unexercised and Unearned Options) |
Stock Awards | |||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (Exercisable) |
Number of
Securities Underlying Unexercised Options (Unexercisable) |
Unvested (Not Subject
to Performance
Conditions)
|
Equity Incentive Plan
Awards (Unearned and Unvested)
|
|||||||||||||||||||||||||||||||||||
|
Year
Granted |
Exercise
Price ($) |
Expiration
Date |
Award Type(2)
|
Number |
Market Value
($)(3) |
Number |
Market
Value ($)(3) |
|||||||||||||||||||||||||||||||
| 2024 | - | 199,543 | - | 68.13 | 2/20/2034 | 2024 PSUs | - | - | 225,418 | 16,410,430 | ||||||||||||||||||||||||||||
| 2023 | 77,467 | 154,936 | - | 59.72 | 2/21/2033 | 2023 PSUs | - | - | 255,432 | 18,595,449 | ||||||||||||||||||||||||||||
| 2022 | 130,698 | 65,350 | - | 61.61 | 2/22/2032 | 2022 Special Award RSUs | 909,771 | 66,231,328 | - | - | ||||||||||||||||||||||||||||
| 2021 | 245,726 | - | - | 44.10 | 2/22/2031 | 2022 RSUs | 17,752 | 1,292,345 | - | - | ||||||||||||||||||||||||||||
| 2020 | 251,461 | - | - | 32.43 | 3/11/2030 | 2022 PSUs | 189,578 | 13,801,278 | - | - | ||||||||||||||||||||||||||||
| 2019 | 257,985 | - | - | 44.28 | 3/18/2029 | 2020 Special Award RSUs | 85,403 | 6,217,338 | - | - | ||||||||||||||||||||||||||||
| 2018 | 133,256 | - | - | 55.94 | 3/13/2028 | Total | 1,202,504 | 87,542,289 | 480,850 | 35,005,879 | ||||||||||||||||||||||||||||
| 2024 | - | - | - | - | - | 2024 Equity Buy-Out RSUs | 37,032 | 2,695,929 | - | - | ||||||||||||||||||||||||||||
| 2024 Transition Sign-On RSUs | 4,039 | 294,039 | - | - | ||||||||||||||||||||||||||||||||||
| Total | 41,071 | 2,989,968 | - | - | ||||||||||||||||||||||||||||||||||
|
|
2024 | - | 29,231 | - | 68.13 | 2/20/2034 | 2024 RSUs | 7,338 | 534,206 | - | - | |||||||||||||||||||||||||||
| 2023 | 8,630 | 17,262 | - | 59.72 | 2/21/2033 | 2024 PSUs | - | - | 22,014 | 1,602,619 | ||||||||||||||||||||||||||||
| 2024 Special Award RSUs | 6,690 | 487,032 | - | - | ||||||||||||||||||||||||||||||||||
| 2023 RSUs | 4,216 | 306,924 | - | - | ||||||||||||||||||||||||||||||||||
| 2023 PSUs | - | - | 18,972 | 1,381,161 | ||||||||||||||||||||||||||||||||||
| 2023 Special Award RSUs | 9,063 | 659,786 | - | - | ||||||||||||||||||||||||||||||||||
| Total | 27,307 | 1,987,948 | 40,986 | 2,983,780 | ||||||||||||||||||||||||||||||||||
| 2024 | - | 33,665 | - | 68.13 | 2/20/2034 | 2024 RSUs | 8,451 | 615,232 | - | - | ||||||||||||||||||||||||||||
| 2023 | 13,286 | 26,572 | - | 59.72 | 2/21/2033 | 2024 PSUs | - | - | 25,353 | 1,845,698 | ||||||||||||||||||||||||||||
| 2022 | 25,778 | 12,890 | - | 61.61 | 2/22/2032 | 2023 RSUs | 12,980 | 944,944 | - | - | ||||||||||||||||||||||||||||
| 2021 | 46,559 | - | - | 44.10 | 2/22/2031 | 2023 PSUs | - | - | 14,602 | 1,063,025 | ||||||||||||||||||||||||||||
| 2020 | 10,512 | - | - | 30.71 | 8/13/2030 | 2022 RSUs | 7,003 | 509,818 | - | - | ||||||||||||||||||||||||||||
| 2020 | 44,148 | - | - | 29.58 | 7/1/2030 | 2022 PSUs | 18,695 | 1,360,996 | - | - | ||||||||||||||||||||||||||||
| Total | 47,129 | 3,430,990 | 39,955 | 2,908,723 | ||||||||||||||||||||||||||||||||||
|
|
2024 | - | 21,379 | - | 68.13 | 2/20/2034 | 2024 RSUs | 5,367 | 390,717 | - | - | |||||||||||||||||||||||||||
| 2023 | 8,300 | 16,600 | - | 59.72 | 2/21/2033 | 2024 PSUs | - | - | 16,101 | 1,172,152 | ||||||||||||||||||||||||||||
| 2022 | 15,196 | 7,600 | - | 61.61 | 2/22/2032 | 2023 RSUs | 4,054 | 295,131 | - | - | ||||||||||||||||||||||||||||
| 2023 PSUs | - | - | 18,244 | 1,328,163 | ||||||||||||||||||||||||||||||||||
| 2022 RSUs | 2,064 | 150,259 | - | - | ||||||||||||||||||||||||||||||||||
| 2022 PSUs | 22,043 | 1,604,730 | - | - | ||||||||||||||||||||||||||||||||||
| Total | 33,528 | 2,440,837 | 34,345 | 2,500,315 | ||||||||||||||||||||||||||||||||||
| Former Executive Officer | ||||||||||||||||||||||||||||||||||||||
| 2024 | - | 41,334 | - | 68.13 | 2/20/2034 | 2024 RSUs | 10,376 | 755,372 | - | - | ||||||||||||||||||||||||||||
| 2024 PSUs | - | - | 31,128 | 2,266,118 | ||||||||||||||||||||||||||||||||||
| 2023 | 13,280 | 26,560 | - | 59.72 | 2/21/2033 | 2023 Promotion RSUs | 15,105 | 1,099,644 | - | - | ||||||||||||||||||||||||||||
| 2021 | 22,435 | - | - | 44.10 | 2/22/2031 | 2023 RSUs | 6,487 | 472,253 | - | - | ||||||||||||||||||||||||||||
| 2020 | 21,929 | - | - | 32.43 | 3/11/2030 | 2023 PSUs | - | - | 29,191 | 2,125,104 | ||||||||||||||||||||||||||||
| 2019 | 11,150 | - | - | 57.89 | 9/19/2029 | Total | 31,968 | 2,327,269 | 60,319 | 4,391,222 | ||||||||||||||||||||||||||||
AIG2025 PROXY STATEMENT73
2024 Executive CompensationOutstanding Equity Awards at December 31, 2024
(1)Stock Options. Stock options granted in all years have an exercise price equal to the closing price of our common stock on the NYSE on the date of grant, and have a ten-year term from the date of grant. All of the stock options granted in 2024 will vest as to one-third on each of February 20, 2025, February 20, 2026 and February 20, 2027. All of the stock options granted in 2023 vested as to one-third on each of February 21, 2024 and February 21, 2025 and will vest as to the remaining third on February 21, 2026. All of the stock options granted in 2022 were fully vested as of February 22, 2025 and all of the stock options granted in 2021 were fully vested as of January 2024. All of the stock options granted in 2020, 2019 and 2018 fully vested in January 2023, 2022 and 2021, respectively.
(2)Performance Share Units. PSUs accrue dividend equivalent rights beginning with the first dividend record date following the grant date. The dividend equivalent rights are subject to the same vesting and performance conditions as the related PSUs and are paid in cash at the same time the related PSUs are settled. No dividend equivalent rights are included in the PSU amounts shown above.
The 2022 PSUs vested on January 1, 2025 and are reported as earned as determined by the CMRC in the first quarter of 2025. Please see "Compensation Discussion and Analysis-2024 Compensation Decisions and Outcomes-2022 Performance Share Units Achievement."
All 2024 and 2023 PSUs are shown at stretch payout. Whether the 2024 or 2023 PSUs will be earned at the level shown or a different level, or at all, depends on Company performance against metrics over a three-year performance period. If earned, the 2024 and 2023 PSUs will vest on January 1, 2027 and January 1, 2026, respectively.
Restricted Stock Units.RSUs accrue dividend equivalent rights, beginning with the first dividend record date following the grant date. The dividend equivalent rights are subject to the same vesting conditions as the related RSUs and are paid in cash at the same time the related RSUs are settled. No dividend equivalent rights are included in the RSU amounts shown above other thank Mr. Zaffino's Special RSUs.
The 2024 RSUs vested as to one-third on February 20, 2025 and will vest as to one-third on each of February 20, 2026 and February 20, 2027. The 2023 RSUs vested as to one-third on each of February 21, 2024 and February 21,2025, with the remaining RSUs vesting on February 21, 2026. All 2022 RSUs were fully vested as of February 22, 2025.
The 2020 Special RSUs reflect a grant to Mr. Zaffino which vested as to one-third on each of December 8, 2023 and December 8, 2024 with the remaining RSUs vesting on December 8, 2025.
The 2022 Special RSUs reflect a grant to Mr. Zaffino that will cliff vest on November 10, 2027.
(3)Based on the closing price of our common stock on the NYSE on December 31, 2024 of $72.80.
74AIG2025 PROXY STATEMENT
2024 Executive CompensationOption Exercises and Vesting of Stock-Based Awards During 2024
Option Exercises and Vesting of Stock-Based Awards During 2024
|
Option Awards(1)
|
Stock Awards(2)
|
||||||||||||||||
| Number of Shares Acquired on Exercise |
Value Realized on Exercise | Number of Shares Acquired on Vesting |
Value Realized on Vesting ($) |
||||||||||||||
| 533,000 | $ | 5,774,654 | 415,852 | 28,634,417 | |||||||||||||
| - | - | - | - | ||||||||||||||
| - | - | 6,639 |
476,945
|
||||||||||||||
| - | - | 52,126 | 3,526,258 | ||||||||||||||
|
|
- | - | 4,091 | 279,537 | |||||||||||||
| Former Executive Officer | |||||||||||||||||
| - | - | 111,031 | 3,185,558 | ||||||||||||||
(1)The value realized is the difference between the fair market value of our common stock on the date of exercise and the exercise price of the option.
(2)Represents the 2021 RSUs and 2021 PSUs that vested in January 2024, and the second tranche of the 2022 RSUs and first tranche of the 2023 RSUs that vested in February 2024. For Mr. Zaffino only, also includes the second tranche of a special RSU award made in 2020 (and related dividend equivalent rights) that vested in December 2024. For Mr. Fry , also includes the first tranche of a special RSU award made in 2023 that vested in June 2024. For Ms. Purtill , also includes the first tranche of a special RSU award made in 2023 that vested in June 2024 and outstanding Corebridge RSUs that vested upon deconsolidation in June 2024. Values presented in the table are based on the closing price of our common stock (and Corebridge's closing price for Ms. Purtill's Corebridge RSUs) on the applicable vesting date.
Potential Payments on Termination
The Executive Severance Plan is maintained for executives, including the named executives other than Mr. Zaffino . The terms of the ESP are consistent with our compensation design philosophy as described in "Compensation Discussion and Analysis - Compensation Design."
Executive Severance Plan
Severance Benefits
The ESP provides for severance payments and benefits upon a termination by the Company without "Cause" or by a qualifying executive (including all of the participating named executives) for "Good Reason" (as such terms are defined in the ESP). In the event of a qualifying termination, subject to the participant's timely execution and non-revocation of a release of claims and agreement to abide by certain restrictive covenants, a participant is generally eligible to receive:
nFor qualifying terminations not in connection with a Change in Control (as such term is defined in the ESP), severance in an amount equal to the product of 1.5 times the sum of base salary and the average amount of STI paid for the preceding three completed calendar years. For qualifying terminations within two years following a Change in Control, enhanced severance in an amount equal to the product of 2 times the sum of base salary and the greater of (i) the average amount of STI paid to the executive for the preceding three completed calendar years, or (ii) the executive's target STI for the most recently completed calendar year preceding the termination year.
nFor terminations on and after April 1 (or January 1 in the case of a termination following a Change in Control) of the termination year, a pro-rata annual STI award for the year of termination based on the participant's target amount and actual company (and/or, if applicable, business unit or function) performance, paid at the same time as such STI awards are regularly paid to similarly situated active employees.
If the qualifying termination occurs within twelve months after experiencing a reduction in base salary or annual STI target, the payments described above are calculated as if the qualifying termination occurred immediately prior to the reduction. Severance generally will be paid in a lump sum.
Participants are entitled to receive a $40,000 payment that may be applied towards supplemental health and life insurance coverage including health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for U.S. based employees and under a comparable medical continuation program for UK based employees. U.S. based employees are also entitled to receive one year of additional age and service under the Non-Qualified Retirement Plan and the Company medical plan solely for purposes of
AIG2025 PROXY STATEMENT75
2024 Executive CompensationPotential Payments on Termination
determining vesting and eligibility, not benefit accruals. The one year of additional age and service is also used for the purpose of determining eligibility to enroll in retiree medical coverage.
Restrictive Covenants
Pursuant to the release of claims that each participant must execute to receive benefits under the ESP, each participant is generally prohibited from:
nEngaging in, being employed by, rendering services to or acquiring financial interests in certain businesses that compete with the Company for a period of six months after termination
nInterfering with our business relationships with customers, suppliers or consultants for a period of six months after termination
nSoliciting or participating in the solicitation or recruitment of our employees for a period of one year after termination
nDisclosing our confidential information at any time following termination
Zaffino Employment Agreement
Severance Benefits
In the event of a termination of Mr. Zaffino's employment without "Cause" or by Mr. Zaffino for "Good Reason" (each as defined in his employment agreement), subject to his execution of a release of claims and agreement to abide by certain restrictive covenants, he is generally eligible to receive:
nFor such a termination not in connection with a Change in Control (as defined in Mr. Zaffino's employment agreement), severance in an amount equal to the product of 1.5 times the sum of base salary and the average amount of STI paid for the preceding three completed calendar years. For such a termination within two years following a Change in Control, enhanced severance in an amount equal to the product of 2 times the sum of: (a) base salary and (b) the greater of (i) the average amount of STI paid for the preceding three completed calendar years and (ii) target STI.
nFor such a termination not in connection with a Change in Control, a pro rata bonus for the year of termination based on the number of days employed during the calendar year of termination and actual achievement against the stated performance objectives (with any individual performance objectives deemed to have been achieved at 100 percent of target levels). For such a termination within two years following a Change in Control, then the pro rata bonus will be based on the greater of target STI and actual achievement as described in the preceding sentence. This pro rata bonus is referred to as the "Pro Rata Bonus."
nAccelerated vesting of all outstanding equity awards (with any awards subject to performance conditions determined based on actual performance at the end of the applicable performance period). This accelerated vesting is referred to as the "Equity Acceleration."
nContinued health coverage under COBRA, a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service for the purpose of determining eligibility to enroll in retiree medical coverage.
Severance generally will be paid in a lump sum.
In the event of a termination of Mr. Zaffino's employment due to his death or disability, subject to his (or, if applicable, his representative's or estate's)execution of a release of claims and agreement (in the case of his disability) to abide by certain restrictive covenants, he is eligible to receive:
nThe Pro Rata Bonus; provided that if the termination is due to death, then the Pro Rata Bonus will be based on his target STI.
nThe Equity Acceleration; provided that if the termination is due to death, then any applicable performance conditions will be deemed to have been earned at target levels.
In the event of a termination of Mr. Zaffino's employment due to his retirement or expiration of the initial five-year term of his agreement, subject to his execution of a release of claims and agreement to abide by specified restrictive covenants, he is eligible to receive:
nThe Pro Rata Bonus
nThe Equity Acceleration
76AIG2025 PROXY STATEMENT
2024 Executive CompensationPotential Payments on Termination
Restrictive Covenants
Under his agreement, Mr. Zaffino is generally prohibited from:
nEngaging in, being employed by, rendering services to or acquiring a financial interest in certain businesses that compete with us for a period of one year after termination (for any reason other than upon expiration of the five-year term of the agreement)
nInterfering with our business relationships with customers, suppliers or consultants for a period of one year after termination
nSoliciting or participating in the solicitation of our employees for a period of one year after termination
nDisclosing our confidential information at any time following termination
In addition, Mr. Zaffino must provide us with at least 12 months' notice prior to a termination of his employment without good reason or due to this retirement.
Treatment of LTI Awards
The LTI Plan provides for accelerated vesting of outstanding PSUs, RSUs and stock options, as applicable, in certain termination scenarios.
In the case of a participant's involuntary termination without Cause (without a Change in Control, as defined in the ESP as set forth above), retirement or disability, the participant's outstanding LTI awards will vest. Earned PSUs will be determined based on actual performance for the whole performance period and the earned amount of PSUs and full amount of RSUs will be delivered on the normal settlement schedule.
Outstanding stock options will remain exercisable for three years after involuntary termination without Cause (or death or disability) or for the remaining contractual term of the option (if earlier). In the case of (i) retirement, or (ii) a participant's involuntary termination without Cause or voluntary termination with Good Reason following a Change in Control (as defined in the same manner as in the ESP as set forth above), stock options will remain exercisable through the original contractual term of the option.
Retirement requires attainment of age 60 with five years of service or attainment of age 55 with ten years of service.
In the case of a participant's death during a PSU performance period or prior to adjudication for such performance period, an amount equal to the participant's target amount of PSUs and the full amount of RSUs will vest and be delivered to the participant by the later of the end of the calendar year or two and a half months following death.
In the case of a participant's termination without Cause or resignation for Good Reason within 24 months following a Change in Control (defined in the same manner as in the ESP as set forth above) all outstanding RSUs vest, and if such termination occurs during the PSU performance period, the participant will receive the target amount of PSUs (unless the CMRC determines to use actual performance through the date of the Change in Control). In the case of such termination following the PSU performance period, the participant will receive the earned amount of PSUs. Any such RSUs and PSUs will be delivered by the end of the calendar year of termination or, if later, within two and a half months following the termination.
The treatment of Mr. Zaffino's outstanding equity awards upon his termination of employment is described above in "-Zaffino Employment Agreement-Severance Benefits."
AIG2025 PROXY STATEMENT77
2024 Executive CompensationPotential Payments on Termination
Quantification of Termination Payments and Benefits
The following table sets forth the compensation and benefits that would have been provided to the named executives if they had been terminated on December 31, 2024 under the circumstances indicated (including following a Change in Control). For Mr. Fry and Mr. Hancock , their annual STI and severance amounts were converted to US dollars using the December 2024 monthly average FX rate of 1.26401.
Termination Payments and Benefits for the Named Executive Officers as of December 31, 2024
|
Annual Short-
Term Incentive ($)(1) |
Severance
($)(2) |
Medical and Life
Insurance ($)(3) |
Unvested
Options ($)(4) |
Unvested
Stock Awards ($)(5) |
Total ($) | |||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
| By AIG w/o "Cause" | 6,435,000 | 14,665,000 | 40,000 | 3,689,695 | 112,913,906 | 137,743,601 | ||||||||||||||
|
By Executive w/o "Good Reason"
|
- | - | - | - | - | - | ||||||||||||||
|
By Executive with "Good Reason"
|
6,435,000 | 14,665,000 | 40,000 | 3,689,695 | 112,913,906 | 137,743,601 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
6,435,000 | 19,553,333 | 40,000 | 3,689,695 | 112,913,906 | 142,631,934 | ||||||||||||||
| Death | 4,500,000 | - | - | 3,689,695 | 106,513,958 | 114,703,653 | ||||||||||||||
|
Disability
|
6,435,000 | - | - | 3,689,695 | 112,913,906 | 123,038,601 | ||||||||||||||
|
Retirement(7)
|
- | - | - | - | - | - | ||||||||||||||
|
|
||||||||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
| By AIG w/o "Cause" | 2,145,000 | 5,000,000 | 40,000 | - | 3,006,397 | 10,191,397 | ||||||||||||||
| By Executive w/o "Good Reason" | - | - | - | - | - | - | ||||||||||||||
| By Executive with "Good Reason" | 2,145,000 | 5,000,000 | 40,000 | - | - | 7,185,000 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
2,145,000 | 6,250,000 | 40,000 | - | 3,006,397 | 11,441,397 | ||||||||||||||
| Death | 1,500,000 | - | - | - | 3,006,397 | 4,506,397 | ||||||||||||||
|
Disability
|
2,145,000 | - | - | - | 3,006,397 | 5,151,397 | ||||||||||||||
|
Retirement(7)
|
- | - | - | - | - | - | ||||||||||||||
|
|
||||||||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
| By AIG w/o "Cause" | 2,196,154 | 4,666,155 | 40,000 | 362,296 | 4,090,674 | 11,355,279 | ||||||||||||||
|
By Executive w/o "Good Reason"
|
- | - | - | - | - | - | ||||||||||||||
|
By Executive with "Good Reason"
|
2,196,154 | 4,666,155 | 40,000 | - | - | 6,902,309 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
2,196,154 | 6,221,540 | 40,000 | 362,296 | 4,090,674 | 12,910,664 | ||||||||||||||
| Death | 1,535,772 | - | - | 362,296 | 4,090,674 | 5,988,742 | ||||||||||||||
|
Disability
|
2,196,154 | - | - | 362,296 | 4,090,674 | 6,649,124 | ||||||||||||||
|
Retirement(7)
|
- | - | - | - | - | - | ||||||||||||||
|
|
||||||||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
| By AIG w/o "Cause" | 2,485,360 | 5,403,957 | 40,000 | 649,016 | 5,585,913 | 14,164,246 | ||||||||||||||
|
By Executive w/o "Good Reason"
|
- | - | - | - | - | - | ||||||||||||||
|
By Executive with "Good Reason"
|
2,485,360 | 5,403,957 | 40,000 | - | - | 7,929,317 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
2,485,360 | 7,205,276 | 40,000 | 649,016 | 5,585,913 | 15,965,565 | ||||||||||||||
| Death | 1,738,014 | - | - | 649,016 | 4,954,800 | 7,341,830 | ||||||||||||||
|
Disability
|
2,485,360 | - | - | 649,016 | 5,585,913 | 8,720,289 | ||||||||||||||
|
Retirement(7)
|
- | - | - | - | - | - | ||||||||||||||
|
|
||||||||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
| By AIG w/o "Cause" | 2,860,000 | 5,995,000 | 40,000 | 402,012 | 4,283,076 | 13,580,088 | ||||||||||||||
| By Executive w/o "Good Reason" | - | - | - | - | - | - | ||||||||||||||
| By Executive with "Good Reason" | 2,860,000 | 5,995,000 | 40,000 | - | - | 8,895,000 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
2,860,000 | 7,993,333 | 40,000 | 402,012 | 4,283,076 | 15,578,421 | ||||||||||||||
| Death | 2,000,000 | - | - | 402,012 | 3,538,944 | 5,940,956 | ||||||||||||||
|
Disability
|
2,860,000 | - | - | 402,012 | 4,283,076 | 7,545,088 | ||||||||||||||
|
Retirement(7)
|
- | - | - | - | - | - | ||||||||||||||
78AIG2025 PROXY STATEMENT
2024 Executive CompensationPotential Payments on Termination
|
Annual Short-
Term Incentive ($)(1) |
Severance
($)(2) |
Medical and Life
Insurance ($)(3) |
Unvested
Options ($)(4) |
Unvested
Stock Awards ($)(5) |
Total ($) | |||||||||||||||
| Former Executive Officer | ||||||||||||||||||||
|
|
||||||||||||||||||||
| By AIG for "Cause" | - | - | - | - | - | - | ||||||||||||||
|
By AIG w/o "Cause"
|
2,431,000 | 3,641,625 | 40,000 | 540,435 | 5,414,582 | 12,067,642 | ||||||||||||||
| By Executive w/o Good Reason | - | - | - | - | - | - | ||||||||||||||
| By Executive with Good Reason | 2,431,000 | 3,641,625 | 40,000 | - | - | 6,112,625 | ||||||||||||||
|
Qualifying Termination following a Change in Control(6)
|
2,431,000 | 5,400,000 | 40,000 | 540,435 | 5,414,582 | 13,826,017 | ||||||||||||||
| Death | 1,700,000 | - | - | 540,435 | 5,414,582 | 7,655,017 | ||||||||||||||
| Disability | 2,431,000 | - | - | 540,435 | 5,414,582 | 8,386,017 | ||||||||||||||
|
Retirement(7)
|
2,431,000 | - | - | 540,435 | 5,414,582 | 8,386,017 | ||||||||||||||
(1)These amounts represent annual STI payments for which the named executives would have been eligible had they been terminated on December 31, 2024. Under the ESP, earned STI awards are prorated based on the number of full months the executive was employed in the termination year. Except in the case of death or a qualifying termination following a Change in Control, STI payments under the ESP are based on the named executive's target amount and actual business or function performance and paid at the same time such STI awards are regularly paid to similarly situated active employees. In the case of death, a named executive's STI payment is based on target amount and paid as soon as administratively possible after the date of death (but in no event later than March 15th of the following year). In the case of a qualifying termination following a Change in Control, these STI payments are based on the better of the named executive's target amount or target amount adjusted for actual business or function performance and paid at the same time such STI awards are regularly paid to similarly situated active employees. These amounts would have been solely in lieu of, and not in addition to, the annual STI award for 2024 actually paid to the current named executives as reported in the 2024 Summary Compensation Table.
(2)Severance would have been paid as a lump sum cash payment as soon as practicable and in no event later than 60 days following the termination date. See descriptions of the ESP and "-Zaffino Employment Agreement" above for more information on severance payments and benefits.
(3)The amounts in this column reflect a lump sum payment of $40,000 that can be used to pay for continued healthcare and life insurance coverage following a qualifying termination. None of the current named executives are eligible for Company-subsidized retiree medical benefits. The amounts do not include medical and life insurance benefits upon permanent disability or death to the extent that they are generally available to all salaried employees. All of the current named executives are eligible participants under the AIG medical and life insurance plans.
(4)The amounts in this column represent the total value of unvested stock options as of December 31, 2024 that would accelerate upon termination, based on the difference between the exercise price of the options and the closing price of our common stock on the NYSE of $72.80 on December 31, 2024.
For the 2022, 2023 and 2024 stock option awards, the amounts in this column include the stock options vesting under the termination events described above. Generally, the vested 2022, 2023 and 2024 stock options will remain exercisable for three years after each such termination scenario. In no event will any 2022, 2023 and 2024 stock options remain exercisable after the initial ten-year expiration date.
(5)The amounts in this column represent the total market value (based on the closing sale price on the NYSE of $72.80 on December 31, 2024) of our common stock underlying unvested equity-based awards as of December 31, 2024.
For the 2022 PSU awards, the amounts in this column include the named executive's actual earned PSUs for the 2022-2024 performance period that vested in January 2025 (as determined by the CMRC in the first quarter of 2025). 2022 PSU award amounts also include the dividend equivalent rights which were paid in cash when the earned shares were delivered. Target performance is reflected in the case of death.
In addition, the amounts in this column include, for all of the named executives, the outstanding 2023 and 2024 PSU awards assuming target performance and the full amount of their outstanding RSU awards. The 2023 and 2024 PSU and RSU award amounts include the value of accrued dividend equivalent rights on such awards.
For Mr. Zaffino , the amount in this column also includes the outstanding RSUs with respect to his 2020 RSU award. The amount includes (i) any additional RSUs accrued through the second quarter of 2021 in respect of dividend equivalent rights and (ii) any cash amounts accrued in respect of dividend equivalent rights.
(6)This row includes amounts that would be paid under the ESP or the Zaffino Employment Agreement, as applicable, in the case of a termination without Cause or voluntary termination with Good Reason within 24 months following a Change in Control. The amount of PSUs vesting is shown (i) at the actual amounts earned for the 2022 PSUs (as determined by the CMRC in the first quarter of 2025) that vested in January 2025 and (ii) at target for the 2023 and 2024 PSUs.
(7)As of December 31, 2024, none of the named executives other than Ms. Purtill qualified as retirement eligible under any of the applicable plans or programs in which they participated.
AIG2025 PROXY STATEMENT79
2024 Executive CompensationPay Ratio
Pay Ratio
The 2024 annual total compensation of the median employee identified by us (as described below) was $82,224, and Mr. Zaffino's annualized 2024 total compensation for his role as Chief Executive Officer during 2024 was $24,638,373. Accordingly, our estimated 2024 pay ratio was 1 to 300.
As permitted by SEC rules, to identify the median employee, we used our active employee population (including both full-time and part-time employees) as of December 9, 2024 and used 2023 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2024 targets for employees hired during 2023 who were not eligible for 2023 awards and (4) sales incentives. For employees hired in 2024 (who therefore did not have 2023 compensation), we used 2024 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2024 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2023 sales incentives.
As required by SEC rules, after identifying our median employee (who is located in the U.S. ), we calculated 2024 annual total compensation for both our median employee and Mr. Zaffino using the same methodology that we use to determine our named executive officers' annual total compensation for the Summary Compensation Table.
Pay Versus Performance
We provide the following disclosure regarding executive compensation for our principal executive officers (PEOs) and Non-PEO named executive officers (Non-PEO NEOs) and Company performance for the fiscal years listed below in accordance with rules adopted by the SEC . The CMRC did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
|
Summary
Compensation
Table Total for
($)
|
Summary
Compensation
Table Total
for Brian
Duperreault(1)
($)
|
Compensation
Actually Paid
to Peter
Zaffino(1),(2),(3)($)
|
Compensation
Actually
Paid to Brian
Duperreault(1),(2),(3)
($)
|
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)($)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1),(2),(3)($)
|
Value of Initial Fixed
$100 Investment
based on:(4)
|
Net Income ($ Millions) |
Accident Year
Combined
Ratio, as
adjusted*(5)
(%)
|
||||||||||||||||||||||||
| Year |
TSR ($)
|
Peer Group TSR ($) |
||||||||||||||||||||||||||||||
| 2024 | 24,638,373 | - | 33,931,497 | - | 6,493,761 | 6,722,095 | 161.81 | 227.67 | (926) | 88.2 | ||||||||||||||||||||||
| 2023 | 24,617,936 | - | 38,715,733 | - | 8,096,539 | 6,186,239 | 147.43 | 168.05 | 3,878 | 87.7 | ||||||||||||||||||||||
| 2022 | 75,314,199 | - | 90,844,101 | - | 9,077,342 | 12,293,363 | 134.37 | 151.65 | 11,273 | 88.7 | ||||||||||||||||||||||
| 2021 | 21,905,220 | 13,969,537 | 52,445,392 | 45,269,700 | 10,476,911 | 20,741,560 | 118.13 | 127.58 | 10,906 | 91.0 | ||||||||||||||||||||||
| 2020 | - | 18,810,374 | - | 14,041,042 | 12,890,475 | 10,890,203 | 76.75 | 106.96 | (5,829) | 94.1 | ||||||||||||||||||||||
(1)Peter Zaffino has been our PEO since March 2021 and was a non-PEO named executive in 2020. Brian Duperreault was our PEO prior to March 2021. Our other NEOs consisted of: Keith Walsh (2024), Charles Fry (2024), Jonathan Hancock (2024), Claude Wade (2023, 2024), Sabra Purtill (2023, 2024), Kevin Hogan (2021, 2022, 2023), Shane Fitzsimons (2022, 2023), Lucy Fato (2020, 2021, 2022, 2023), Mark Lyons (2020, 2021, 2023), David McElroy (2021, 2022, 2023), Doug Dachille (2020, 2021).
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column reflect the amounts from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.
80AIG2025 PROXY STATEMENT
2024 Executive CompensationPay Versus Performance
| Year |
Summary
Compensation
Table Total for
|
Exclusion of Change in Pension Value for |
Exclusion of Stock
Awards and
Option Awards for
|
Inclusion of Pension Service Cost for |
Inclusion of
Equity Values for
|
Compensation
Actually Paid to
|
||||||||||||||
| 2024 | 24,638,373 | 0 | (13,839,931) | 0 | 23,133,055 | 33,931,497 | ||||||||||||||
| Year |
Average Summary
Compensation Table
Total for Non-PEO
NEOs ($)
|
Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs ($)
|
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
|
Average Inclusion of
Pension Service Cost
for Non-PEO NEOs ($)
|
Average Inclusion of
Equity Values for
Non-PEO NEOs ($)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs ($)
|
||||||||||||||
| 2024 | 6,493,761 | 0 | (2,478,474) | 0 | 2,706,808 | 6,722,095 | ||||||||||||||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. Please note that any columns included in the calculation of Compensation Actually Paid that contain a "0" did not have an amount in that category for that year.
| Year |
Year-End
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year
for
|
Change in Fair Value
from Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards
for
|
Average Vesting-Date
Fair Value of Equity
Awards Granted
During Year that
Vested During Year for
|
Change in Fair Value
from Last Day of Prior
Year to Vesting Date of
Unvested Equity
Awards that Vested
During Year for Peter
Zaffino ($)
|
Fair Value at Last Day
of Prior Year of Equity
Awards Forfeited
During Year for
|
Total - Inclusion of
Equity Values for
|
||||||||||||||
| 2024 | 14,318,534 | 8,264,203 | 0 | 550,318 | 0 | 23,133,055 | ||||||||||||||
| Year |
Average Year-End Fair
Value of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for Non-
PEO NEOs ($)
|
Average Change in
Fair Value from
Last Day of Prior Year
to Last Day of Year of
Unvested Equity Awards
for Non-PEO NEOs ($)
|
Average Vesting-Date
Fair Value of Equity
Awards Granted
During Year that
Vested During Year for
Non-PEO NEOs ($)
|
Average Change
in Fair Value from
Last Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
PEO NEOs ($)
|
Average Fair Value
at Last Day of Prior Year
of Equity Awards
Forfeited During Year
for Non-PEO NEOs ($)
|
Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs ($)
|
||||||||||||||
| 2024 | 2,531,854 | 98,695 | - | 76,259 | 0 | 2,706,808 | ||||||||||||||
(4)The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance Index (S&P 500 Property & Casualty Insurance Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in AIG's Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the last listed year, in the Company and in the S&P 500 Property & Casualty Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)We determined AYCR, as adjusted* to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
AIG2025 PROXY STATEMENT81
2024 Executive CompensationPay Versus Performance
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Retu(TSR)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the Average Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group .
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the Average Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
82AIG2025 PROXY STATEMENT
2024 Executive CompensationPay Versus Performance
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the Average Compensation Actually Paid to our Non-PEO NEOs, and our AYCR, as adjusted*, during the five most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. The measures in this table are not ranked.
|
Accident Year Combined Ratio, as adjusted*
|
Diluted Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share*
|
Adjusted Retuon Equity*
|
Relative Total Shareholder Return
|
||||||||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
AIG2025 PROXY STATEMENT83
2024 Executive CompensationEquity Compensation Plan Information
Equity Compensation Plan Information
The following table provides information about shares of our common stock that may be issued under compensation plans as of December 31, 2024.
| Plan Category | Plan |
Number of Securities to
be Issued Upon Exercise of Outstanding Options and Rights(1)(2) |
Weighted-Average
Exercise Price of Outstanding Options and Rights ($)(1) |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Third Column) |
|||||||||||||||||||
|
Equity compensation plans approved by security holders
|
2010 Stock Incentive Plan | 11,528 |
(3)
|
- | - |
(4)
|
|||||||||||||||||
| 2013 Plan | 5,847,609 |
(5)
|
42.94 |
(6)
|
- |
(4)
|
|||||||||||||||||
| 2021 Plan | 9,697,188 |
(7)
|
62.96 |
(6)
|
23,168,953 |
(8)
|
|||||||||||||||||
| Total | 15,556,325 | 50.40 |
(6)
|
23,168,953 | |||||||||||||||||||
(1)Shares underlying DSUs, RSUs and PSUs are deliverable without the payment of any consideration, and therefore these awards have not been taken into account in calculating the weighted-average exercise price.
(2)At December 31, 2024, we were also obligated to issue 42,130 shares in connection with previous exercises of stock options with delivery deferred.
(3)Represents shares reserved for issuance in connection with DSUs.
(4)No future awards will be made under these plans.
(5)Represents shares reserved for issuance in connection with outstanding (i) time-vested DSUs, (ii) RSUs (including related dividend equivalents accrued through the second quarter of 2021 in the form of additional RSUs) and (iii) stock options.
(6)Represents the weighted average exercise price of outstanding stock options.
(7)Represents shares reserved for issuance in connection with outstanding (i) time-vested DSUs, (ii) RSUs (including related dividend equivalents accrued through the fourth quarter of 2024 in the form of additional RSUs that will be settled in cash), (iii) 2022, 2023 and 2024 PSUs (at target level of performance) and (iv) stock options.
(8)Represents shares reserved for future issuance under the 2021 Plan (which replaced the 2013 Plan for awards granted on or after May 12, 2021). The number of shares available for issuance under the 2021 Plan would increase if and to the extent that (i) outstanding awards under the 2013 Plan are forfeited, expire, terminate or otherwise lapse or are settled in cash in whole or in part or (ii) outstanding awards under the 2021 Plan are forfeited, expire or are settled in cash in whole or in part, each as provided by the 2021 Plan. In addition, the number of shares available for issuance under the 2021 Plan could increase or decrease depending on actual performance and the number of 2022, 2023 and 2024 PSUs earned.
84AIG2025 PROXY STATEMENT
|
Proposal 3
Advisory Vote on the Frequency of Future Executive Compensation Votes
|
||
|
What am I voting on?
In addition to the Say-on-Pay vote described in Proposal 2 above, Section 14A of the Exchange Act requires that our shareholders have an opportunity at least once every six years to vote on the frequency of future Say-on-Pay votes. Shareholders were last presented with this proposal in 2019, when our Board unanimously recommended, and our shareholders approved, an annual Say-on-Pay vote. You may vote that the Say-on-Pay vote occur every year, every two years or every three years or you may abstain.
Proposal 3 gives holders of our Common Stock the opportunity to vote on the following resolution:
RESOLVED: that the holders of Common Stock of AIG Parent indicate, by their vote on this resolution, whether the advisory shareholder vote on executive compensation should occur every year, every two years or every three years.
After due consideration, our Board unanimously recommends that the Say-on-Pay vote occur annually as a corporate governance best practice. Executive compensation is disclosed annually in our proxy statement, and the Board values shareholder perspectives on our compensation programs, including the feedback received from the Say-on-Pay vote.
The results of the vote on this resolution will not be binding on the Board, will not overrule any decisions the Board has made and will not create any duty for the Board to take any action in response to the outcome of the vote. The Board will consider the outcome of the vote on this Proposal 3 and disclose its decision as to frequency by filing a Current Report on Form 8-K with the
Voting Recommendation
The Board unanimously recommends a vote to hold the Say-on-Pay voteANNUALLY.
|
||
AIG2025 PROXY STATEMENT85
| Report of the Audit Committee | ||
The Audit Committee assists the Board in its oversight of:
nThe integrity of our financial statements
nOur compliance with legal and regulatory requirements
nThe independent auditor's qualifications and independence
nThe performance of our internal audit function
The Audit Committee's specific duties and responsibilities are set forth in its charter, which is available on our website (www.aig.com). Management has primary responsibility for our financial statements, maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. PwC, the Audit Committee-appointed independent auditor for the year ended December 31, 2024, is responsible for expressing opinions on our consolidated financial statements and on our internal control over financial reporting based on its audits. PwC is also expected to discuss with the Audit Committee any other matters it deems appropriate.
In performing its oversight responsibilities, the Audit Committee reviewed and discussed with management and PwC our consolidated audited financial statements as of and for the year ended December 31, 2024, and our internal control over financial reporting as of December 31, 2024. During the year, the Audit Committee also discussed with PwC and our internal auditor the overall scope and plans for their respective audits. The Audit Committee regularly meets with management and with PwC and holds executive sessions, including with PwC, the chief financial officer and chief internal auditor, to discuss their reviews, the evaluation of internal control over financial reporting and the overall quality of our financial reporting.
The Audit Committee has discussed with PwC the matters required by the SEC and PCAOB Auditing Standard No. 1301, Communications with Audit Committees. The Audit Committee and PwC have also discussed PwC's independence from management, including communications from PwC required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, Rule 3524, Audit Committee Pre-Approval of Certain Tax Services, and Rule 3525, Audit Committee Pre-approval of Non-Audit Services Related to Internal Control Over Financial Reporting.
As discussed in Proposal 4, the Audit Committee pre-approves all audit and non-audit services to be provided by PwC, and the related fees for those services. The Audit Committee has concluded that PwC's provision of non-audit services does not impair PwC's independence as the external auditor.
PwC has reported to the Audit Committee that our audited financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America . The Audit Committee reviewed management's assessment and report on the effectiveness of our internal control over financial reporting, as well as PwC's audit report on the effectiveness of our internal control over financial reporting, which were both included in our Annual Report on Form 10-K for the year ended December 31, 2024. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board - and the Board approved - the inclusion of the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC .
The Audit Committee recommended to the Board - and the Board approved - the appointment of PwC as our independent auditor for 2025.
Audit Committee
86AIG2025 PROXY STATEMENT
|
Proposal 4
Ratify Appointment of PwC to Serve as Independent Auditor for 2025
|
||
|
What am I voting on?
We are asking shareholders to vote on a proposal to ratify the appointment of PwC to serve as our independent auditor until the next annual meeting.
Voting Recommendation
The Board unanimously recommends a voteFORthe proposal to ratify the appointment of PwC to serve as independent auditor for 2025.
|
||
While ratification of the appointment of PwC is not required by our By-Laws, Certificate of Incorporation, or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate practice. The Board will take into consideration the shareholder vote, but the Audit Committee, in its discretion, may retain PwC (or select a different independent registered public accounting firm) at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
Retention and Review of Auditor
The Audit Committee evaluates, at least annually, the independent auditor's qualifications, performance and independence, and every five years (or more frequently if the Audit Committee deems it appropriate), considers whether to select a different independent auditor. PwC, or one of its predecessor firms, has been our independent audit firm since 1980.
At this time, the Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of the Company and our shareholders.
Audit Partner Rotation
In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide service to AIG. For lead and concurring audit partners, the limit is five years. The Audit Committee is involved in the selection of the lead audit partner. The selection process includes meetings with the candidate and members of the Audit Committee, including the chair, as well as consideration of the candidate by the full Audit Committee with input from management. PwC's most recent lead audit partner assumed the role in connection with the audit of our December 31, 2024 financial statements.
Auditor Independence
The Audit Committee assesses PwC's independence throughout the year. This ongoing assessment includes:
nReviewing with PwC its practices for maintaining independence and ensuring the rotation of the lead and concurring audit partners
nReviewing and pre-approving all engagements with PwC for non-audit services to ensure that such services are compatible with maintaining the firm's independence
nRegularly reviewing the hiring of PwC partners and other professionals to help ensure that PwC observes the applicable independence rules regarding such hiring practices
AIG2025 PROXY STATEMENT87
Proposal 4 - Ratify Appointment of PwC to Serve as Independent Auditor for 2025
Auditor Attendance at the Annual Meeting
Representatives from PwC are expected to participate in the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions from shareholders.
2024 and 2023 Fees
| (in millions) |
Audit Fees
|
Audit-Related
Fees
|
Tax
Fees
|
All Other
Fees
|
Total | |||||||||||||||||||||||||||
| 2023 | $66.0 | $26.1 | $1.7 | $0.2 | $94.0 | |||||||||||||||||||||||||||
| 2024 | $ | 38.8 | $ | 22.8 | $ | 0.3 | $ | 0.3 | $62.2 | |||||||||||||||||||||||
Audit Fees. Audit fees are fees for the audit of our consolidated financial statements as well as subsidiary and statutory audits directly related to the performance of the consolidated audit. Audit fees include out-of-pocket expenses of $0.5 million in 2024 and $0.9 million in 2023.
Audit-Related Fees. Audit-related fees include assurance and related services that are traditionally performed by independent accountants, including: audit and pre- and post-implementation reviews of systems, processes and controls; regulatory and compliance attestations; employee benefit plan audits; due diligence related to acquisitions and divestitures; statutory audits not directly related to the performance of the consolidated audit and financial accounting and reporting consultations.
Tax Fees. Tax fees are fees for tax retupreparation, transaction-based tax reviews, review of tax accounting matters and other tax planning and consultations.
All Other Fees. All other fees include fees related to regulatory compliance reviews, information technology reviews, information resources, risk management services, business function reviews and other compliance reviews.
Review of Non-Audit Services
The Audit Committee reviews and pre-approves all audit and permitted non-audit services by PwC. It also considers proposed fees - and regularly monitors approved non-audit fees - to determine whether the services are compatible with maintaining the firm's independence. Fees may not exceed the dollar caps without the Audit Committee's approval. The Audit Committee approved all of PwC's engagements and associated fees for 2023 and 2024.
Factors Considered in Proposal
The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in the best interests of the Company and our shareholders. In reaching this conclusion, the Audit Committee considered a number of factors, including:
nThe firm's performance and that of the lead audit and other key engagement partners, including the quality of their audit work and accounting advice
nThe firm's demonstrated understanding of our global businesses, accounting policies and practices and internal control over financial reporting
nThe firm's demonstrated commitment to maintaining its independence from management
nThe ongoing evaluation and monitoring of the appropriateness of the firm's fees for audit and non-audit services
nThe most recent PCAOB inspection report on the firm's audit practices and the firm's quality control efforts
nThe results of the Audit Committee's ongoing and annual evaluation of PwC's performance
88AIG2025 PROXY STATEMENT
|
Frequently Asked Questions About the Annual Meeting
|
||
Why Am I Receiving These Materials?
We are providing these proxy materials to you in connection with the solicitation by our Board of Directors of proxies to be voted at our 2025 Annual Meeting of Shareholders and at any postponed or reconvened meeting.
When and Where is the Annual Meeting?
We will hold our Annual Meeting in a virtual format on May 14, 2025, at 11:00 a.m. EasteTime. The virtual meeting website is www.virtualshareholdermeeting.com/AIG2025.
Who Can Participate in the Annual Meeting?
Because the Annual Meeting will be held in a virtual format, shareholders who held our common stock as of the close of business on March 17, 2025, which is referred to as the "record date," may participate from any geographic location with internet connectivity through a live audio webcast at www.virtualshareholdermeeting.com/AIG2025. Once on that website, you will need to log in using the 16-digit control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials or email notification. You may log into the meeting's website beginning at 10:45 a.m. EasteTime on May 14, 2025.
Who Can Vote During the Annual Meeting?
All shareholders are entitled to vote before or during the Annual Meeting if they owned shares of our common stock on the record date. Please see "How Do I Vote?" on page 90 for more information about voting before or during the Annual Meeting. A list of shareholders of record as of the record date will be available for inspection by shareholders for any purpose that is germane to the meeting from May 2, 2025 to May 13, 2025. Shareholders may request the list by emailingAIGCorporateSecretary@AIG.com. A list of shareholders of record will also be available at www.virtualshareholdermeeting.com/AIG2025 during the Annual Meeting.
Will There be an Opportunity to Ask Questions During the Annual Meeting?
Time will be allotted after the adjournment of the formal meeting for a Question-and-Answer period. Shareholders will be able to submit questions relevant to the business of the meeting during the meeting through www.virtualshareholdermeeting.com/AIG2025 by typing the question into the indicated question box and clicking "Submit." You will need your 16-digit control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials or email notification.
Each shareholder may submit a maximum of two questions. We ask that questions be succinct and cover only one topic per question. Time may not permit the answering of every question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped and answered together to avoid repetition.
What Can I do if I Have Trouble Logging Into the Annual Meeting?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page at www.proxyvote.com.
What is the Quorum Requirement for the Annual Meeting?
Under our By-Laws, a quorum is required to transact business at the Annual Meeting. A quorum is defined as a majority of the outstanding shares of our common stock as of the record date, present either virtually or in person or represented by proxy and entitled to vote. As of the record date, 583,773,105 shares of common stock were issued and outstanding. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. Each share of our common stock is entitled to one vote for each matter to be voted on at our Annual Meeting.
AIG2025 PROXY STATEMENT89
Frequently Asked Questions About the Annual Meeting
What is the Difference Between Holding Shares as a Shareholder of Record and as a Beneficial Owner of Shares Held in Street Name?
If your shares of our common stock are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a "shareholder of record" of those shares.
If your shares are held in an account at a bank, brokerage firm or other intermediary, you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials, as well as a voting instruction form, from the intermediary holding your shares and, as a beneficial owner, you have the right to direct the intermediary as to how to vote them. Most individual shareholders are beneficial owners of shares held in street name.
How Do I Vote?
By Internet
You can vote online at www.proxyvote.com.
By Telephone
In the United States or Canada , you can vote by telephone. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
You can find the telephone number on your proxy card, voting instruction form, or other communications.
Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m. EasteTime on May 13, 2025. To authenticate your internet or telephone vote, you will need to enter your 16-digit control number found on you proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. If you vote online or by telephone, you do not need to retua proxy card or voting instruction form. Please note that participants in a 401(k) plan sponsored by us must vote by internet or telephone by 11:59 p.m. EasteTime on May 11, 2025.
By Mail
You can mail the proxy card or voting instruction form enclosed with your printed proxy materials. Mark, sign and date your proxy card or voting instruction form and retuit in the prepaid envelope that has been provided or retuit to:
Vote Processing, c/o Broadridge Financial Solutions , 51 Mercedes Way, Edgewood, NY 11717
To be valid, your proxy card or voting instruction form must be received by 10:00 a.m. EasteTime, on May 14, 2025 or, if your shares are held in a 401(k) plan sponsored by us, by 11:59 p.m. EasteTime on May 11, 2025.
During the Annual Meeting
Shareholders as of the close of business on the record date, March 17, 2025, are entitled to virtually attend and vote during the Annual Meeting online at www.virtualshareholdermeeting.com/AIG2025.
If you have already voted online, by telephone or by mail, your vote during the Annual Meeting will supersede your earlier vote.
How Can I Revoke My Proxy or Change My Vote?
nIf you voted by telephone or internet, access the method you used and follow the instructions for revoking a proxy
nIf you mailed a proxy card, mail a new proxy card with a later date, which will override your earlier proxy card, or
nVote virtually during the Annual Meeting at www.virtualshareholdermeeting.com/AIG2025.
How Will My Shares Be Voted?
Each share of common stock is entitled to one vote. Your shares will be voted in accordance with your instructions. In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or the internet, the proxy holders will have, and intend to exercise, discretion to vote your shares in accordance with their best judgment on any matters not identified in this Proxy Statement that are brought to a vote at the Annual Meeting.
If your shares are registered in your name and you sign and retua proxy card or vote by telephone or the internet but do not give voting instructions on a particular proposal, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board's recommendation. If you hold your shares in street name and do not give voting instructions on a proposal, your broker is only permitted under the NYSE rules to vote your shares in its discretion on Proposal 4 (ratification of the appointment of the
90AIG2025 PROXY STATEMENT
Frequently Asked Questions About the Annual Meeting
independent auditor) and is required to withhold a vote on each of the other proposals, resulting in a so-called "broker non-vote." Broker non-votes will not be treated as a vote "for" or "against" the proposals and therefore will have no effect on the vote. Although the Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the Annual Meeting, if this occurs, the persons named as proxies on the proxy card will vote your shares in favor of such other person or persons as may be recommended by the NCGC and nominated by the Board. Alternatively, the Board may reduce its size.
If you participate in an AIG-sponsored 401(k) or similar plan, you can direct the voting of your proportionate interest in shares of our common stock held within the plan by returning a voting instruction card or providing voting instructions by the internet or by telephone. In the event that the trustee does not receive voting instructions from you, your shares will be voted by the trustee proportionally in the same manner as it votes our common stock as to which it has received voting instructions from participants.
How Do Abstentions Affect the Voting Results?
| Proposal | Vote Required for Approval | Effect of Abstentions | ||||||
| Election of Directors | Majority of votes cast | No effect | ||||||
|
Advisory Vote to Approve Named Executive Officer Compensation
|
Majority of votes cast | No effect | ||||||
| Advisory Vote on the Frequency of Future Executive Officer Compensation Votes | Majority of votes cast | No effect | ||||||
|
Ratify Appointment of
for 2025
|
Majority of votes cast | No effect | ||||||
What Happens if a Director in an Uncontested Election Receives More Votes "Against" than "For"?
Under our By-Laws, directors in an uncontested election must receive more votes "for" their election than "against." Under our Corporate Governance Guidelines, each nominee has submitted an irrevocable resignation that becomes effective upon (1) the nominee's failure to receive the required vote and (2) the Board's acceptance of the resignation. The Board will accept that resignation unless the NCGC recommends, and the Board determines, that our best interests and the best interests of our shareholders would not be served by doing so.
Who Counts the Votes?
Who Pays for the Proxy Solicitation and How May the Company Solicit My Proxy?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, facsimile or other electronic means. We have retained Morrow Sodali LLC to assist in the solicitation of proxies for a fee of approximately $20,000 plus reasonable out-of-pocket expenses and disbursements. As required by the SEC and the NYSE, we also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our common stock.
Why Did I Receive a Notice of Internet Availability?
To conserve resources and reduce costs, we are sending most shareholders - as we are permitted to do under the SEC's rules - a notice of internet availability of proxy materials. The notice explains how you can access proxy materials on the internet and how to obtain printed copies if you prefer. It also explains how you can choose either electronic or print delivery of proxy materials for future annual meetings.
How Can I Receive My Proxy Materials Electronically?
To conserve resources and reduce costs, we encourage shareholders to access their proxy materials electronically.
Before the Annual Meeting, you can sign up for electronic access when voting online at www.proxyvote.com. If you are a registered shareholder or a beneficial owner of shares held in street name, you can sign up at enroll.icsdelivery.com/aig to get electronic access to proxy materials for future meetings, rather than receiving them in the mail. Once you sign up, you will receive an email each year explaining how to access our Annual Report and Proxy Statement, and how to vote online. Your enrollment for electronic access will remain in effect unless you cancel it, which you can do up to two weeks before the record date for any future meeting.
AIG2025 PROXY STATEMENT91
Frequently Asked Questions About the Annual Meeting
What if I Share the Same Address as Another Shareholder?
If you share an address with one or more shareholders, you may have received only a single copy of the Annual Report, Proxy Statement or notice of internet availability of proxy materials for your entire household. This practice, known as "householding," is intended to reduce printing and mailing costs. If you are a registered shareholder and you prefer to receive a separate Annual Report, Proxy Statement or notice of internet availability of proxy materials this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in "householding" and receive a single copy, contact EQ Shareholder Services at (888) 899-8293, or by mail to 1110 Centre Pointe Curve #101, Mendota Heights, MN 55120 or email stocktransfer@equiniti.com. If you are a beneficial owner of shares held in street name, please contact your bank, brokerage firm or other intermediary to make your request. There is no charge for separate copies.
How Can I Receive a Copy of the 2024 Annual Report on Form 10-K?
We will provide, without charge, a copy of the Annual Report on Form 10-K for the year ended December 31, 2024 to any shareholder upon a request directed to Investor Relations (see page 93 for contact information).
Will Any Other Business be Presented at the Annual Meeting?
As of the date of this Proxy Statement, the Board knows of no other matter that will be properly presented for shareholder action at the Annual Meeting other than those matters discussed in this Proxy Statement. However, if any other matter requiring a vote of the shareholders properly comes before the Annual Meeting, then the individuals acting under the proxies solicited by the Board will have the discretion to vote on those matters for you.
How Do I Submit Proposals and Nominations for the 2026 Annual Meeting?
Shareholder Proposals to be Included in the Proxy Statement
To submit a shareholder proposal to be considered for inclusion in our Proxy Statement for the 2026 Annual Meeting under Rule 14a-8 of the Exchange Act, you must send the proposal to our Corporate Secretary by mail or email (see page 93 for contact information). The Corporate Secretary must receive the proposal in writing by 11:59 p.m. EasteTime on December 2, 2025.
Shareholder Proposals to be Introduced at the 2026 Annual Meeting
To introduce a proposal for vote at the 2026 Annual Meeting (other than a shareholder proposal included in the Proxy Statement under Rule 14a-8 of the Exchange Act), our By-Laws require that you send advance written notice to our Corporate Secretary by mail (see page 93 for contact information) for receipt no earlier than January 14, 2026, and no later than 11:59 p.m. EasteTime on February 13, 2026. This notice must include the information specified in our By-Laws, a copy of which is available on our website at www.aig.com.
Director Nominations at the 2026 Annual Meeting
Our By-Laws require that a shareholder who wishes to nominate a candidate for election as a director at the 2026 Annual Meeting (other than pursuant to the "proxy access" provisions of the By-Laws) must send advance written notice to the Corporate Secretary by mail (see page 93 for contact information) for receipt no earlier than January 14, 2026, and no later than 11:59 p.m. EasteTime on February 13, 2026. This notice must include the information specified in our By-Laws, a copy of which is available on our website at www.aig.com.
In addition to complying with the advance notice provisions of our By-Laws, to nominate a candidate for election, shareholders must give timely notice that complies with the additional requirements of Rule 14a-19 of the Exchange Act, and which notice must be received no later than March 15, 2026.
Director Nominations by Proxy Access
An eligible shareholder who wishes to have a nominee of that shareholder included in our Proxy Statement for the 2026 Annual Meeting pursuant to the "proxy access" provisions of our By-Laws must send advance written notice to the Corporate Secretary (see page 93 for contact information) for receipt no earlier than November 2, 2025, and no later than 11:59 p.m. EasteTime on December 2, 2025. This notice must include the information specified by the By-Laws, a copy of which is available on our website at www.aig.com.
92AIG2025 PROXY STATEMENT
Frequently Asked Questions About the Annual Meeting
How Do I Contact the Corporate Secretary's Office?
Shareholders may contact the Corporate Secretary's Office in one of two methods:
Write a Letter
Attn: Corporate Secretary
1271 Ave of the Americas
Send an Email
AIGCorporateSecretary@AIG.com
How Do I Contact Investor Relations?
Shareholders may contact Investor Relations in one of two methods:
Write a Letter
Attn: Investor Relations
1271 Ave of the Americas
Send an Email
IR@AIG.com
AIG2025 PROXY STATEMENT93
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Other Important Information
|
||
Cautionary Note Concerning Factors That May Affect Future Results
This Proxy Statement contains forward-looking statements which, to the extent they are not statements of historical or present fact, may constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are intended to provide management's current expectations or plans for future operating and financial performance based on assumptions currently believed to be valid and accurate. Forward-looking statements are often preceded by, followed by or include words such as "will," "believe," "anticipate," "expect," "expectations," "intend," "plan," "strategy," "prospects," "project," "anticipate," "should," "guidance," "outlook," "confident," "focused on achieving," "view," "target," "goal," "estimate," and other words of similar meaning.
Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause actual results to differ materially from those set forth in such forward-looking statements. Certain of those risks and uncertainties are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Forward-looking statements speak only as of the date of this Proxy Statement. We are not under any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in any forward-looking statements is disclosed from time to time in our SEC filings.
How to Communicate with the Board
Shareholders and other interested persons may communicate with the Board, the Lead Independent Director, or with one or more directors by:
nWriting a letter in care of the Corporate Secretary (see page 93 for contact information);
nEmailing BoardofDirectors@AIG.com; or
nContacting the Compliance Help Line at 1-877-244-2210, menu item #3 (to access the AIG Compliance Help Line from outside the United States , dial the appropriate country code, wait for the prompt, then dial the number).
Communications relating to accounting, internal controls or auditing matters can be sent by:
nWriting a letter to the Chair of the Audit Committee in care of the Corporate Secretary (see page 93 for contact information); or
nEmailing BoardofDirectors@AIG.com.
The Corporate Secretary opens all communications and forwards them, as appropriate, pursuant to the Corporate Governance Guidelines. However, at the discretion of the Corporate Secretary, items unrelated to the directors' duties and responsibilities as members of the Board may not be forwarded, including, without limitation, solicitations and advertising materials, unsolicited publications, job or product inquiries, invitations to conferences and other materials considered to be illegal, incoherent, trivial, irrelevant, and/or harassing.
Corporate Governance Information
Our By-Laws, Certificate of Incorporation, Corporate Governance Guidelines, Committee Charters, Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics (and any amendments of or waivers from the code), Employee Code of Conduct and Supplier Code of Conduct are available on our website (www.aig.com). Printed copies of these documents will be provided, without charge, to any shareholder upon a request addressed to Investor Relations through the contact information provided on page 93.
94AIG2025 PROXY STATEMENT
Other Important Information
Transactions With Related Persons
We have a written policy requiring that the NCGC (or, in certain circumstances, the chair of the NCGC) determine whether to approve or ratify transactions exceeding $120,000 in which the Company is a participant and in which a related person - a director, nominee for director, executive officer, their respective immediate family members and 5 percent shareholders and their immediate family members- has a direct or indirect material interest. Under the policy, the NCGC determines whether each transaction presented to it should be approved (or, where applicable, ratified) based on whether the transaction is in, or is not inconsistent with, the best interests of the Company and its shareholders. Certain types of transactions are considered pre-approved by the NCGC, such as insurance and financial services transactions (including the purchase and sale of our products and services) entered into in the ordinary course of business on terms and conditions generally available in the marketplace and in accordance with applicable law.
From time to time, we engage in ordinary course, arm's-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding common stock.
We did not have any other related persons transactions in 2024.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10 percent of our common stock to file reports with the SEC indicating their holdings of, and transactions in, our common stock. Based on review of these reports, and upon written representations from the reporting persons, we believe that all reports that were required to be filed under Section 16(a) during 2024 with respect to shares of our common stock were timely filed except for the following late filings: Mr. Walsh's Form 3, a Form 4 for Mr. Inglis reporting the purchase of 635 shares and a Form 4 for Ms. Twiningdavis reporting tax withholding of 6,736 shares in connection with the vesting of an equity award.
Incorporation by Reference
No reports, documents or websites that are cited or referred to in this Proxy Statement shall be deemed to form part of, or to be incorporated by reference into, this Proxy Statement.
To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing by us under the Securities Act of 1933 or the Exchange Act, the Letter to Shareholders from Mr. Zaffino , the Letter to Shareholders from Mr. Rice and the sections of this Proxy Statement entitled "Report of the Compensation and Management Resources Committee" and "Report of the Audit Committee" (to the extent permitted by the SEC rules) shall not be deemed to be so incorporated, unless specifically otherwise provided in such filing.
The section titled "Directors, Executive Officers and Corporate Governance" of our Annual Report on Form 10-K filed with the SEC on February 13, 2025 is incorporated by reference to this Proxy Statement.
AIG2025 PROXY STATEMENT95
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Appendix A
Non-GAAP Financial Measures
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Certain of the operating performance measurements used by our management are "non-GAAP financial measures" under Securities and Exchange Commission rules and regulations. GAAP is the acronym for "generally accepted accounting principles" in the U.S. The non-GAAP financial measures presented may not be comparable to similarly named measures reported by other companies.
We use the following operating performance measures because we believe they enhance the understanding of the underlying profitability of continuing operations and trends of our business segments. We believe they also allow for more meaningful comparisons with our insurance competitors.
nAdjusted Pre-tax Income (APTI)is derived by excluding the items set forth below from income from continuing operations before income tax:
-changes in the fair value of equity securities, AIG's investment in Corebridge and gain on sale of shares;
-net investment income on Fortitude Reinsurance Company Ltd. (Fortitude Re) funds withheld assets held by AIG in support of Fortitude Re's reinsurance obligations to AIG (Fortitude Re funds withheld assets);
-net realized gains and losses on Fortitude Re funds withheld assets;
-loss (gain) on extinguishment of debt;
-all net realized gains and losses except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedging or for asset replication. Earned income on such economic hedges is reclassified from net realized gains and losses to specific APTI line items based on the economic risk being hedged (e.g. net investment income);
-income or loss from discontinued operations;
-net loss reserve discount benefit (charge);
-net results of businesses in run-off;
-pension expense related to lump sum payments to former employees;
-net gain or loss on divestitures and other;
-non-operating litigation reserves and settlements;
-restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization;
-the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain;
-integration and transaction costs associated with acquiring or divesting businesses;
-losses from the impairment of goodwill;
-non-recurring costs associated with the implementation of non-ordinary course legal or regulatory changes or changes to accounting principles; and
-income from elimination of the international reporting lag.
nAdjusted After-tax Income Attributable to AIG Common Shareholders (AATI)is derived by excluding the tax effected APTI adjustments described above, dividends on preferred stock and preferred stock redemption premiums, noncontrolling interest on net realized gains (losses), other non-operating expenses and the following tax items from net income attributable to AIG:
-deferred income tax valuation allowance releases and charges;
-changes in uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance; and
-net tax charge related to the enactment of the Tax Cuts and Jobs Act.
AIG2025 PROXY STATEMENTA-1
Appendix A - Non-GAAP Financial Measures
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
|
Years Ended December 31,
(in millions, except per common share data)
|
Pre-tax | Total Tax (Benefit) Charge |
Non-
controlling
Interests(1)
|
After Tax |
Pre-tax | Total Tax (Benefit) Charge |
Non-
controlling
Interests(1)
|
After Tax |
|||||||||||||||||||||||||||
| Pre-tax income/net income (loss), including noncontrolling interests | $3,870 | $1,170 | $- | ($926) | $2,867 | $126 | $- | $3,878 | |||||||||||||||||||||||||||
| Noncontrolling interests(1) | (478) | (478) | (235) | (235) | |||||||||||||||||||||||||||||||
| Pre-tax income/net income (loss) attributable to AIG - including discontinued operations | $3,870 | $1,170 | ($478) | ($1,404) | $2,867 | $126 | ($235) | $3,643 | |||||||||||||||||||||||||||
| Dividends on preferred stock and preferred stock redemption premiums | 22 | 29 | |||||||||||||||||||||||||||||||||
| Net income (loss) attributable to AIG common shareholders | ($1,426) | $3,614 | |||||||||||||||||||||||||||||||||
| Changes in uncertain tax positions and other tax adjustments | (239) | - | 239 | 176 | - | (176) | |||||||||||||||||||||||||||||
| Deferred income tax valuation allowance releases(2) | 30 | - | (30) | 365 | - | (365) | |||||||||||||||||||||||||||||
| Changes in the fair values of equity securities, AIG's investment in Corebridge and gain on sale of shares | (586) | (123) | - | (463) | (53) | (11) | - | (42) | |||||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt and preferred stock redemption premiums | 14 | 3 | - | 26 | (37) | (8) | - | (29) | |||||||||||||||||||||||||||
| Net investment income on Fortitude Re funds withheld assets | (144) | (30) | - | (114) | (180) | (38) | - | (142) | |||||||||||||||||||||||||||
| Net realized losses on Fortitude Re funds withheld assets | 39 | 8 | - | 31 | 71 | 15 | - | 56 | |||||||||||||||||||||||||||
| Net realized losses on Fortitude Re funds withheld embedded derivative | 75 | 16 | - | 59 | 273 | 57 | - | 216 | |||||||||||||||||||||||||||
| Net realized losses(3) | 428 | 95 | - | 333 | 743 | 128 | - | 615 | |||||||||||||||||||||||||||
| (Income) loss from discontinued operations | 3,626 | (1,137) | |||||||||||||||||||||||||||||||||
| Net (gain) loss on divestitures and other | (616) | (128) | - | (488) | 29 | 149 | - | (120) | |||||||||||||||||||||||||||
| Non-operating litigation reserves and settlements | - | - | - | - | 1 | - | - | 1 | |||||||||||||||||||||||||||
| Unfavorable (favorable) prior year development and related amortization changes ceded under retroactive reinsurance agreements | 105 | 22 | - | 83 | (62) | (13) | - | (49) | |||||||||||||||||||||||||||
| Net loss reserve discount charge | 226 | 47 | - | 179 | 195 | 41 | - | 154 | |||||||||||||||||||||||||||
| Net results of businesses in run-off(4) | 111 | 24 | - | 87 | 31 | 7 | - | 24 | |||||||||||||||||||||||||||
| Pension expense related to lump sum payments to former employees | - | - | - | - | 71 | 15 | - | 56 | |||||||||||||||||||||||||||
| Integration and transaction costs associated with acquiring or divesting businesses | 39 | 8 | - | 31 | 6 | 1 | - | 5 | |||||||||||||||||||||||||||
| Restructuring and other costs(5) | 745 | 156 | - | 589 | 356 | 75 | - | 281 | |||||||||||||||||||||||||||
| Non-recurring costs related to regulatory or accounting changes | 18 | 4 | - | 14 | 22 | 5 | - | 17 | |||||||||||||||||||||||||||
| Net impact from elimination of international reporting lag(6) | - | - | - | - | (12) | (3) | - | (9) | |||||||||||||||||||||||||||
| Noncontrolling interests(1) | 478 | 478 | 235 | 235 | |||||||||||||||||||||||||||||||
| Adjusted pre-tax income/Adjusted after-tax income attributable to AIG common shareholders | $4,324 | $1,063 | $- | $3,254 | $4,321 | $1,087 | $- | $3,205 | |||||||||||||||||||||||||||
| Validus Re and |
- | (404) | |||||||||||||||||||||||||||||||||
| Adjusted after-tax income attributable to AIG common shareholders, comparable basis | $3,254 | $2,801 | |||||||||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | 657.3 | 725.2 | |||||||||||||||||||||||||||||||||
| Income (loss) per common share attributable to AIG common shareholders (diluted) | ($2.17) | $4.98 | |||||||||||||||||||||||||||||||||
| Adjusted after-tax income per common share attributable to AIG common shareholders (diluted) | $4.95 | $4.42 | |||||||||||||||||||||||||||||||||
| Adjusted after-tax income per common share attributable to AIG common shareholders (diluted), comparable basis | $4.95 | $3.86 | |||||||||||||||||||||||||||||||||
(1)Noncontrolling interest primarily relates to Corebridge and is the portion of Corebridge earnings that AIG did not own. Corebridge is consolidated until June 9, 2024. The historical results of Corebridge owned by AIG are reflected in the Income (loss) from discontinued operations, net of income taxes.
(2)The year ended December 31, 2023 includes a valuation allowance release related to a portion of certain tax attribute carryforwards of AIG's U.S. federal consolidated income tax group, as well as valuation allowance changes in certain foreign jurisdictions.
A-2AIG2025 PROXY STATEMENT
Appendix A - Non-GAAP Financial Measures
(3)Includes all net realized gains and losses except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedging or for asset replication and net realized gains and losses on Fortitude Re funds withheld assets.
(4)In the fourth quarter of 2024, AIG realigned and began excluding the net results of run-off businesses previously reported in Other Operations from Adjusted pre-tax income. Historical results have been recast to reflect these changes.
(5)In the year ended December 31, 2024, Restructuring and other costs increased primarily as a result of employee-related costs, including severance, and real estate impairment charges.
(6)Effective in the quarter ended December 31, 2022, the foreign property and casualty subsidiaries report on a calendar year ending December 31. We determined that the effect of not retroactively applying this change was immaterial to our Consolidated Financial Statements for the current and prior periods. Therefore, we reported the cumulative effect of the change in accounting principle within the Consolidated Statements of Income (Loss) for the year ended December 31, 2022 and did not retrospectively apply the effects of this change to prior periods.
nDiluted Normalized Adjusted After-tax Income (AATI) Attributable to AIG Common Shareholders Per Sharefurther adjusts diluted AATI attributable to AIG common shareholders per share for the effects of certain volatile or market-related items. We believe this measure is useful to investors for performance management because it presents the trends in diluted AATI attributable to AIG common shareholders per share without the impact of certain items that can experience volatility in our short-term results. Diluted normalized AATI attributable to AIG common shareholders per share is derived by excluding the following from AATI attributable to AIG common shareholders per share: the difference between actual and expected (1) catastrophe losses, net of reinsurance, (2) alternative investment returns, (3) fair value changes on fixed maturity securities, and (4) retuon business transactions; Life and Retirement update of actuarial assumptions; prior year loss reserve development, net of reinsurance and premium adjustments; and COVID-19 mortality.
nRetuon Equity (ROE) - Adjusted After-tax Income Excluding Investments related cumulative unrealized gains and losses recorded in Accumulated Other Comprehensive Income (Loss) (AOCI) adjusted for the cumulative unrealized gains and losses related to Fortitude Re funds withheld assets (collectively, Investments AOCI) (Adjusted Retuon Equity)is used to show the rate of retuon common shareholders' equity excluding Investments AOCI. We believe this measure is useful to investors because it eliminates the fair value of investments which can fluctuate significantly from period to period due to changes in market conditions. Adjusted retuon equity is derived by dividing actual or, for interim periods, annualized adjusted after-tax income attributable to AIG common shareholders by average AIG common shareholders' equity, excluding Investments AOCI(AIG adjusted common shareholders' equity). For the 2024 STI awards, Adjusted ROE was calculated by dividing adjusted after-tax income attributable to AIG common shareholders by average AIG common shareholders' equity, excluding AOCI adjusted for the cumulative unrealized gains and losses related to Fortitude Re funds withheld assets and DTA.
nRetuon Equity - Adjusted After-tax Income Excluding Investments AOCI, Deferred Tax Assets (DTA) and AIG's Ownership Interest in Corebridge (Core Operating Retuon Equity)is used to show the rate of retuon common shareholders' equity excluding Investments AOCI, DTA and AIG's ownership interest in Corebridge. We believe this measure is useful to investors because it eliminates the fair value of investments that can fluctuate significantly from period to period due to changes in market conditions. We also exclude the portion of DTA representing U.S. tax attributes related to net operating loss carryforwards (NOLs), corporate alternative minimum tax credits (CAMTCs) and foreign tax credits (FTCs) that have not yet been utilized. Amounts for interim periods are estimates based on projections of full-year attribute utilization. As NOLs, CAMTCs and FTCs are utilized, the corresponding portion of the DTA utilized is included. We exclude AIG's ownership interest in Corebridge since it is not a core long-term investment for AIG. We believe this metric will provide investors with greater insight as to the underlying profitability of our property and casualty business. Core operating retuon equity is derived by dividing actual or, for interim periods, annualized adjusted after-tax income attributable to AIG common shareholders by average AIG common shareholders' equity, excluding Investments AOCI, DTA and AIG's ownership interest in Corebridge (AIG core operating shareholders' equity).
| Year Ended December 31, 2024 | |||||
| Actual or annualized net income (loss) attributable to AIG common shareholders(a) | ($1,426) | ||||
| Actual or annualized adjusted after-tax income attributable to AIG common shareholders(b) | $3,254 | ||||
| Average AIG common shareholders' equity(c) | $44,051 | ||||
| Less: Average AIG's ownership interest in Corebridge | 6,770 | ||||
| Less: Average Investments AOCI - AIG | (2,351) | ||||
| Less: Average deferred tax assets | 3,998 | ||||
| Average AIG core operating shareholders' equity(d) | $35,634 | ||||
| Retuon equity(a÷c) | (3.2) | % | |||
| Core operating retuon equity(b÷d) | 9.1 | % | |||
AIG2025 PROXY STATEMENTA-3
Appendix A - Non-GAAP Financial Measures
nRatios:We, along with most property and casualty insurance companies, use the loss ratio, the expense ratio and the combined ratio as measures of underwriting performance. These ratios are relative measurements that describe, for every $100 of net premiums earned, the amount of losses and loss adjustment expenses (which for General Insurance excludes net loss reserve discount), and the amount of other underwriting expenses that would be incurred. A combined ratio of less than 100 indicates underwriting income and a combined ratio of over 100 indicates an underwriting loss. Our ratios are calculated using the relevant segment information calculated under GAAP, and thus may not be comparable to similar ratios calculated for regulatory reporting purposes. The underwriting environment varies across countries and products, as does the degree of litigation activity, all of which affect such ratios. In addition, investment returns, local taxes, cost of capital, regulation, product type and competition can have an effect on pricing and consequently on profitability as reflected in underwriting income and associated ratios.
nAccident Year Loss and Accident Year Combined Ratios, as Adjusted (Accident Year Loss Ratio, ex-CAT and Accident Year Combined Ratio, ex-CAT)exclude catastrophe losses (CATs) and related reinstatement premiums, prior year development (PYD), net of premium adjustments, and the impact of reserve discounting. Natural catastrophe losses are generally weather or seismic events, in each case, having a net impact on AIG in excess of $10 million and man-made catastrophe losses, such as terrorism and civil disorders that exceed the $10 million threshold. We believe that as adjusted ratios are meaningful measures of our underwriting results on an ongoing basis as they exclude catastrophes and the impact of reserve discounting which are outside of management's control. We also exclude prior year development to provide transparency related to current accident year results. Underwriting ratios are computed as follows:
-Loss Ratio= Loss and loss adjustment expenses incurred ÷ Net premiums earned (NPE)
-Acquisition Ratio= Total acquisition expenses ÷ NPE
-General Operating Expense Ratio= General operating expenses ÷ NPE
-Expense Ratio= Acquisition ratio + General operating expense ratio
-Combined Ratio= Loss ratio + Expense ratio
-CATs and Reinstatement Premiums Ratio = [Loss and loss adjustment expenses incurred - (CATs)] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes] - Loss ratio
-Accident Year Loss Ratio, as Adjusted (AYLR ex-CAT)= [Loss and loss adjustment expenses incurred - CATs - PYD] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes +/(-) Prior year premiums + Adjustment for ceded premium under reinsurance contracts related to prior accident years]
-Accident Year Combined Ratio, as Adjusted (AYCR ex-CAT)= AYLR ex-CAT + Expense ratio
-Prior Year Development net of reinsurance and prior year premiums Ratio= [Loss and loss adjustment expenses incurred - CATs - PYD] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes +/(-) Prior year premiums] - Loss ratio - CATs and reinstatement premiums ratio
| Underwriting Ratios General Insurance |
Years Ended December 31,
|
||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||
| Loss ratio | 59.8 | 58.9 | 60.8 | 64.2 | 71.0 | ||||||||||||
| Catastrophe losses and reinstatement premiums | (5.0) | (4.3) | (5.0) | (5.4) | (10.3) | ||||||||||||
| Prior year development, net of reinsurance and prior year premiums | 1.4 | 1.4 | 1.8 | 0.6 | 0.1 | ||||||||||||
| Accident year loss ratio, as Adjusted | 56.2 | 56.0 | 57.6 | 59.4 | 60.8 | ||||||||||||
| Acquisition ratio | 19.4 | 19.5 | 19.3 | 19.6 | 20.4 | ||||||||||||
| General operating expense ratio | 12.6 | 12.2 | 11.8 | 12.0 | 12.9 | ||||||||||||
| Expense ratio | 32.0 | 31.7 | 31.1 | 31.6 | 33.3 | ||||||||||||
|
Combined ratio
|
91.8 | 90.6 | 91.9 | 95.8 | 104.3 | ||||||||||||
| AYCR, as adjusted | 88.2 | 87.7 | 88.7 | 91.0 | 94.1 | ||||||||||||
| Validus Re and CRS | - | 0.9 | |||||||||||||||
| AYCR, as adjusted, comparable basis | 88.2 | 88.6 | |||||||||||||||
A-4AIG2025 PROXY STATEMENT
Appendix A - Non-GAAP Financial Measures
| International Commercial |
Global Personal |
||||||||||
| Years Ended December 31, | 2024 | 2024 | 2023 | ||||||||
| Loss ratio | 54.8 | 54.1 | 55.3 | ||||||||
| Catastrophe losses and reinstatement premiums | (2.9) | (2.0) | (2.6) | ||||||||
| Prior year development, net of reinsurance and prior year premiums | 1.0 | 1.6 | 1.8 | ||||||||
| Accident year loss ratio, as Adjusted | 52.9 | 53.7 | 54.5 | ||||||||
| Acquisition ratio | 16.7 | 30.0 | 29.1 | ||||||||
| General operating expense ratio | 13.4 | 13.9 | 15.7 | ||||||||
| Expense ratio | 30.1 | 43.9 | 44.8 | ||||||||
|
Combined ratio
|
84.9 | 98.0 | 100.1 | ||||||||
| AYCR, as adjusted | 83.0 | 97.6 | 99.3 | ||||||||
nAIG Parent General Operating Expenses Exit Run-Raterepresents AIG Parent GOE inclusive of exit run-rate savings that will emerge over time.
nNet Premiums Written on a Comparable Basisreflects year-over-year comparison on a constant dollar basis adjusted for the sale of Validus Re, CRS and the Global Individual Personal Travel Insurance and Assistance Business (AIG's Travel business).
| Year Ended December 31, 2024 | ||||||||||||||
| Net Premiums Written - Comparable Basis | General Insurance |
International Commercial | ||||||||||||
| Property | Casualty | |||||||||||||
| Increase (decrease) as reported in |
(11 | %) | 10 | % | 2 | % | ||||||||
| Foreign exchange effect | 1 | 1 | 1 | |||||||||||
| Validus Re, CRS and Personal Travel Business | 16 | - | - | |||||||||||
| Increase (decrease) on comparable basis | 6 | % | 11 | % | 3 | % | ||||||||
nBook Value per share, excluding Investments AOCI, Goodwill , Value of Business Acquired, Value of Distribution Channel Acquired and Other Intangible Assets (Adjusted Tangible Book Value per Share)is used to provide a useful measure of the realizable shareholder value on a per share basis after eliminating the fair value of investments that can fluctuate significantly from period to period due to changes in market conditions and Fortitude Re funds withheld assets since these fair value movements are economically transferred to Fortitude Re. Adjusted tangible book value per share is derived by dividing AIG adjusted common equity, excluding intangible assets, (AIG adjusted tangible common shareholders' equity) by total common shares outstanding.
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