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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.       )
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[           ], 2020​
Dear Fellow AIG Shareholder,
Since late-2017, senior management has undertaken a series of significant actions to reduce AIG’s risk profile and position the Company for long-term, sustainable and profitable growth. AIG’s improved financial performance in 2019 reflects significant progress on our journey to become a leading insurance franchise and top performing company. Notable achievements in 2019 include:

Delivering on our commitment to return to full-year underwriting profitability in General Insurance, driven by instilling a culture of underwriting excellence, executing on a new risk appetite, overhauling AIG’s reinsurance strategy and program, and driving expense discipline;

Life and Retirement achieving solid results in the face of continued headwinds from low interest rates and tightening credit spreads;

Net Investment Income of  $14.6 billion, increasing from $12.5 billion in the prior year; and

Signing an agreement to sell a majority interest in Fortitude Group Holdings, LLC, reflecting a significant milestone in de-risking our Legacy portfolio.
In 2019, we also began significant foundational work to shape AIG 200, our global, multi-year effort focused on the long-term strategic positioning of AIG.
Additional information on our strategy, 2019 financial performance, governance practices and shareholder engagement program is included in this 2020 Proxy Statement and the 2019 Annual Report. We encourage you to read these materials and vote as we recommend on the enclosed proposals.
AIG’s 2020 Annual Meeting of Shareholders will be held on Wednesday, May 13, 2020, at 11:00 a.m., at 175 Water Street, New York, NY. We encourage you to vote in advance of the meeting even if you plan to join in person. Every vote matters.
As we move further into 2020, we continue to closely monitor developments related to the COVID-19 pandemic. We have activated business continuity plans so we can keep colleagues safe while continuing to serve the needs of our stakeholders without significant disruption. Despite the uncertainty created by the coronavirus and related volatility in financial markets, we remain focused on delivering value for you over the long term.
Thank you for entrusting us with your capital.
Sincerely,
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Douglas M. Steenland
Independent Chair of the Board
Brian Duperreault
Chief Executive Officer

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Notice of Annual Meeting of Shareholders [           ], 2020
AMERICAN INTERNATIONAL GROUP, INC. (AIG)
175 Water Street, New York, N.Y. 10038
Time and Date*
11:00 a.m. on Wednesday, May 13, 2020
Place*
175 Water Street, New York, New York 10038
Mailing Date
This Proxy Statement, 2019 Annual Report and proxy card or voting instructions were either made available to you over the internet or mailed to you on or about
[           ], 2020.
Items of Business
1.
To elect the twelve nominees recommended by our Board as directors of AIG to hold office until the next annual election and until their successors are duly elected and qualified
2.
To vote, on a non-binding advisory basis, to approve executive compensation
3.
To act upon a proposal to amend and restate AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG common stock in order to protect AIG’s tax attributes
4.
To act upon a proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan
5.
To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2020
6.
To vote on a shareholder proposal to give shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings
7.
To transact any other business that may properly come before the meeting
Record Date
You can vote if you were a shareholder of record at the close of business on March 18, 2020.
Admission to the Annual Meeting
If you plan on attending the meeting, please remember to bring photo identification with you. In addition, if you hold shares in “street name” and would like to attend the meeting, you must bring an account statement or other acceptable evidence indicating ownership of AIG common stock as of the close of business on March 18, 2020. Even if you intend to be present at the meeting, to ensure your shares are represented, please vote your shares over the internet or by telephone, or sign and date your proxy and return it by mail.
Additional Information
Additional information regarding the matters to be acted on at the meeting is included in this Proxy Statement.
Proxy Voting
You can vote your shares over the internet, by telephone, by mail or in person at the Annual Meeting. If you received a paper proxy card by mail, you may also vote by signing, dating and returning the proxy card in the envelope provided.
* Potential Impact of Developments Relating to COVID-19: We are actively monitoring the public health and travel concerns relating to COVID-19 and the related recommendations and protocols issued by federal, state and local governments. In the event that it is not possible or advisable to hold our annual meeting at the time, date or place set forth in this notice, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication or adjourning or postponing the meeting. We would announce any such change, including details on how to participate for a remote meeting, in advance via press release, a copy of which would be filed with the U.S. Securities and Exchange Commission as additional proxy solicitation materials and posted on the Investors section of our website at www.aig.com.
By order of the Board of Directors,
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ROSE MARIE E. GLAZER
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 13, 2020. This Proxy Statement, the 2019 Annual Report to Shareholders and other materials are available in the Investors section of AIG’s corporate website at www.aig.com.

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Amendment No. 3 to the American International Group, Inc. Tax Asset Protection Plan
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Executive Summary​
Executive Summary
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. These proxy materials are first being sent to shareholders of American International Group, Inc., a Delaware corporation (AIG), commencing on or about [           ], 2020.
VOTING MATTERS AND VOTE RECOMMENDATION
Matter
Board Vote
Recommendation
For More Information, see:
Management Proposals
Page 10
FOR
Page 96
FOR
Page 101
FOR
Page 107
FOR
Page 112
Shareholder Proposal
Page 115
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For detailed information on the voting process and how to attend the AIG Annual Meeting of Shareholders to be held on May 13, 2020 (Annual Meeting), or at any adjournment or postponement thereof, please see “Voting Instructions and Information” beginning on page 119.
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Executive Summary
ABOUT AIG
AIG is a leading global insurance organization. Building on our long history, we provide a wide range of property casualty insurance, life insurance, retirement solutions, and other financial services to customers in more than 80 countries and jurisdictions.
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AIG’S JOURNEY
AIG is in the midst of a journey to become a leading insurance franchise and a top performing company.
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Executive Summary​
2019 PERFORMANCE HIGHLIGHTS
The impact of the steps that we took in 2018 and 2019 is evident in AIG’s 2019 financial performance.
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*
Accident Year Combined Ratio, As Adjusted is a Non-GAAP financial measure. See Appendix A for a reconciliation showing how this
measure is calculated from our audited financial statements.
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*
TSR calculated based on (1) the average stock prices for the month preceding the first day of the performance period; and (2) the average stock prices for the final month of the performance period.
**
Represents the median of the insurance sector (GICS 4030) companies in the S&P 500 (S&P 500 Insurance Companies).
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Executive Summary
COMPENSATION HIGHLIGHTS
2019 was an important year in the continued turnaround of the General Insurance business and overall strengthening of AIG, building on the leadership and structural changes made since mid-2017. AIG’s financial performance in 2019 reflected the significant progress being made on the execution of management’s strategy to position AIG for long-term, sustainable growth. These strong results are reflected in the decisions we made with respect to our 2019 compensation programs, aligning with our overall philosophy of pay for performance.
CONTINUED SHAREHOLDER ENGAGEMENT
In 2019, we continued to engage in robust discussions with our shareholders on a number of corporate governance matters. Given the results of our 2018 and 2019 say-on-pay votes, a key focus of our ongoing engagement in 2019 was to further understand their views with respect to our executive compensation programs. In response to feedback received during our engagement meetings, the Compensation and Management Resources Committee (CMRC) made several changes to AIG’s executive compensation programs, including the Short-Term Incentive (STI) and Long-Term Incentive (LTI) programs:
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CHIEF EXECUTIVE OFFICER COMPENSATION
The 2019 annual target total direct compensation opportunity and pay mix for Mr. Duperreault, our Chief Executive Officer, is set forth below. Mr. Duperreault’s target total direct compensation did not change from 2018 to 2019.
Annual
Base Salary​
Target
Short-Term
Incentive​
Target
Long-Term
Incentive​
Target
Total Direct
Compensation​
Brian Duperreault
Chief Executive Officer*
$ 1,600,000 $ 3,200,000 $ 11,200,000 $ 16,000,000
*
Mr. Duperreault also served as President during 2019.
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Executive Summary​
2019 CEO ANNUAL TARGET TOTAL
DIRECT COMPENSATION
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LONG-TERM EQUITY INCENTIVE AWARD ALLOCATION
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2019 PERFORMANCE-BASED COMPENSATION AND ALIGNMENT OF PAY WITH SHAREHOLDER EXPERIENCE

Improved full-year financial results for 2019

2019 TSR of 37%
In 2019, the impact of the foundational steps AIG has taken since late 2017 to improve performance through management and structural changes and the General Insurance turnaround was evident in our full-year financial results. This includes significant improvement in General Insurance performance, continued solid results from Life and Retirement, Net Investment Income performance above benchmarks and efficient management of our Legacy portfolio. In addition to the improved full-year financial results, AIG’s shareholders experienced a total return of 37% in 2019, outperforming both the median S&P 500 Insurance Company and the S&P 500 as a whole. These strong 2019 results are reflected in the decisions the CMRC and AIG’s Board of Directors (the Board) made with respect to our 2019 STI program. With respect to Mr. Duperreault, our Chief Executive Officer, the CMRC recommended, and the Board approved, an individual performance score of 150%, which, when combined with the Headquarters quantitative performance score of 123%, resulted in a STI payment of  $5,920,000, representing 185% of target.
AIG’s stock price has been especially sensitive to market volatility in recent years as the impact of legacy management strategies continued to significantly impact financial results. This has led to AIG’s TSR over the three-year period ending on December 31, 2019 ranking below the lower quartile relative to peers, resulting in a 0% payout on our PSUs granted in 2017. Given the performance-based structure of our executive compensation program, this stock performance has impacted equity payouts and realized equity value for our executives, commensurate with returns to our shareholders. Relative to the target value at the date of grant, as of December 31, 2019, the value of our PSUs and stock options granted between 2015 and 2018 is substantially below target—20% for our Chief Executive Officer. This reflects little or no vesting of PSUs and share price translating into underwater stock options.
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Executive Summary
The following chart shows the correlation between TSR and the compensation awarded to our Chief Executive Officer over the past three years. Our executive compensation program aligns pay with performance and the experience of our shareholders
CEO COMPENSATION VS. 5-YEAR TSR
(2017—2019)
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Executive Summary​
CORPORATE GOVERNANCE HIGHLIGHTS
BALANCED AND INDEPENDENT BOARD OF DIRECTORS
AIG strives to maintain a balanced and independent Board that is committed to representing the long-term interests of AIG’s shareholders and has the substantial and diverse expertise necessary to provide strategic oversight of AIG’s journey. The following table provides summary information about each of our twelve director nominees. We are asking our shareholders to elect all twelve director nominees at the Annual Meeting, to hold office until the next annual election and until their successors are duly elected and qualified or their earlier resignation. Each nominee is elected annually by a majority of votes cast.
Name
Age
Director
Since
Occupation/Background
Independent
Other Public Boards
Current
Committee
Memberships(1)
W. Don Cornwell 72 2011 Former Chairman and CEO of Granite Broadcasting Corporation
Natura & Co Holding S.A.; Pfizer Inc. CMRC (Chair)
NCGC
Brian Duperreault 72 2017 CEO of AIG
John H. Fitzpatrick 63 2011 Former Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss Re
Audit
Tech
William G. Jurgensen 68 2013 Former CEO of Nationwide Insurance
Lamb Weston Holdings, Inc. Audit (Chair)
RCC
Christopher S. Lynch 62 2009 Former National Partner in Charge of Financial Services of KPMG LLP
Tenet Healthcare Corporation NCGC (Chair)
RCC
Tech
Henry S. Miller 74 2010 Chairman of Marblegate Asset Management, LLC; Former Chairman and Managing Director of Miller Buckfire & Co., LLC
The Interpublic Group of Companies, Inc. CMRC
Tech
Linda A. Mills 70 2015 Former Corporate Vice President of Operations of Northrop Grumman Corporation
Navient Corporation Tech (Chair)
Audit
CMRC
Thomas F. Motamed 71 2019
Former Chairman and CEO of CNA Financial Corporation
CMRC
RCC
Peter R. Porrino 63 2019 Former Executive Vice President and Chief Financial Officer of XL Group Ltd
Audit
RCC
Amy L. Schioldager 57 2019 Former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc.
Audit
NCGC
Tech
Douglas M. Steenland, Independent Chair 68 2009 Former President and CEO of Northwest Airlines Corporation
Hilton Worldwide Holdings Inc. (2)
Therese M. Vaughan 63 2019 Former CEO of the National Association of Insurance Commissioners; Executive in Residence and Former Visiting Distinguished Professor and Dean of the College of Business and Public Administration at Drake University
Verisk Analytics, Inc.; West Bancorporation, Inc.
CMRC
RCC
(1)
The full Committee names are as follows:
Audit—Audit Committee
CMRC—Compensation and Management Resources Committee
NCGC—Nominating and Corporate Governance Committee
RCC—Risk and Capital Committee
Tech—Technology Committee
(2)
Mr. Steenland, as Independent Chair of the Board, is an ex-officio, non-voting member of all Board Committees.
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Executive Summary
We believe our nominees’ diverse and complementary experiences and skills promote a well-functioning, highly qualified and independent Board of Directors. AIG has undertaken significant Board refreshment in recent years to ensure that the directors are positioned to provide strategic guidance to AIG as we continue our journey focused on operational excellence.
KEY QUALIFICATIONS OF OUR INDEPENDENT DIRECTOR NOMINEES
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DIVERSITY OF INDEPENDENT DIRECTOR NOMINEE SKILLS AND EXPERIENCE
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INDEPENDENT DIRECTOR NOMINEE
TENURE
INDEPENDENT DIRECTOR NOMINEE
DIVERSITY
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Executive Summary
STRONG CORPORATE GOVERNANCE PRACTICES
Independence

All directors are independent (except CEO)

Independent Chair role and duties are clearly defined
Board Effectiveness and Accountability

Directors are elected annually by a majority of votes cast (in uncontested elections)

Directors’ interests are aligned with those of our shareholders through robust stock ownership requirements

The Board, through the Nominating and Corporate Governance Committee, conducts annual evaluations of the Board and individual directors, and all Board Committees conduct annual self-evaluations

No director attending less than 75 percent of meetings for two consecutive years will be re-nominated

Directors generally may not stand for election after reaching age 75

All directors may contribute to the agenda for Board meetings

Board Committee Chairs generally do not serve longer than a five-year term

The Board, through its Nominating and Corporate Governance Committee, oversees sustainability and corporate social responsibility matters
Shareholder Rights

AIG’s By-laws include a proxy access right for shareholders

AIG’s By-laws provide shareholders the ability to call a special meeting at appropriate levels

AIG has an extensive shareholder engagement program with independent director participation
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Proposal 1—Election of Directors
Proposal 1—Election of Directors
Proposal 1—
Election of Directors
What am I voting on?
We are asking shareholders to elect twelve directors to hold office until the next annual election.
Voting Recommendation
   
FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of AIG’s business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills and experiences, as summarized on page 8 and below.

Twelve director nominees

All independent other than CEO

Elected by majority of votes cast

One-year terms
AIG’s Board currently consists of thirteen directors. All directors serve a one-year term. Ms. Nora Johnson has informed AIG that she will not be standing for re-election to the Board at the Annual Meeting. The Board would like to thank Ms. Nora Johnson, whose term will end at the Annual Meeting, for her service and valuable contribution as a director. We are asking our shareholders to re-elect the remaining twelve directors at the Annual Meeting, to hold office until the next annual election and until their successors are duly elected and qualified or their earlier resignation.
It is the intention of the persons named in the accompanying form of proxy to vote for the election of the nominees listed below. All of the nominees are currently members of AIG’s Board. It is not expected that any of the nominees will become unavailable for election as a director, but if any should become unavailable prior to the Annual Meeting, proxies will be voted for such other persons as the persons named in the accompanying form of proxy may determine in their discretion. Alternatively, the Board may reduce its size.
Directors will be elected by a majority of the votes cast by the shareholders of AIG’s common stock, which votes cast are either “for” or “against” election. Pursuant to AIG’s By-laws and Corporate Governance Guidelines, each nominee has submitted to the Board an irrevocable resignation from the Board that would become effective upon (1) the failure of such nominee to receive the required vote at the shareholder meeting and (2) Board acceptance of such resignation. In the event that a nominee fails to receive the required vote, AIG’s Nominating and Corporate Governance Committee will then make a recommendation to the Board on the action to be taken with respect to the resignation. The Board will accept such resignation unless the Nominating and Corporate Governance Committee recommends, and the Board determines, that the best interests of AIG and its shareholders would not be served by doing so.
Below are biographies of each of the nominees for director, including the principal occupation or affiliation and public company directorships held by each nominee during the past five years. We believe our director nominees have the right mix of skills and background to provide strategic guidance to AIG as we continue our journey focused on operational excellence. For additional details on the Board’s approach to Board composition and refreshment, see “Corporate Governance—Board Composition and Refreshment.”
RECOMMENDATION
Your Board of Directors unanimously recommends a vote FOR this resolution.
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Proposal 1—Election of Directors​
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Director since: 2011
Age: 72
Committees:

Compensation and Management Resources (Chair)

Nominating and Corporate Governance
Other Directorships:

Current: Natura &Co Holding S.A. (formerly Avon Products, Inc.); Pfizer Inc.
W. DON CORNWELL
Former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation
CAREER HIGHLIGHTS
Mr. Cornwell is the former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation, which he founded in 1988, serving from 1988 until his retirement in August 2009, and Vice Chairman until December 2009. Mr. Cornwell spent 17 years at Goldman, Sachs & Co. where he served as Chief Operating Officer of the Corporate Finance Department from 1980 to 1988 and Vice President of the Investment Banking Division from 1976 to 1988.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Cornwell’s experience in finance and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Cornwell should be re-elected to the Board.
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Director since: 2017
Age: 72
Other Directorships:

Former (past 5 years): Johnson Controls International plc (formerly Tyco International, plc)
BRIAN DUPERREAULT
Chief Executive Officer of AIG
CAREER HIGHLIGHTS
Mr. Duperreault has been AIG’s Chief Executive Officer since May 2017, when he also joined the Board of Directors. He also served as AIG’s President from May 2017 until January 2020. Previously, Mr. Duperreault was the Chief Executive Officer of Hamilton Insurance Group, Ltd. (Hamilton), a Bermuda-based holding company of property and casualty insurance and reinsurance operations in Bermuda, the U.S. and the U.K., from December 2013 to May 2017, and served as Chairman of Hamilton from February 2016 to May 2017. He served as President and Chief Executive Officer of Marsh & McLennan Companies, Inc. from February 2008 until his retirement in December 2012. Before joining Marsh & McLennan Companies, he served as non-executive Chairman of ACE Limited from 2006 until 2008, as Chairman of the Board from 2004 to 2006, as Chairman and Chief Executive Officer from 1999 to 2004, and as Chairman, President and Chief Executive Officer from 1994 to 1999. Prior to joining ACE, Mr. Duperreault served in various senior executive positions with AIG and its affiliates from 1973 to 1994.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Duperreault’s deep experience in the insurance industry, his history with AIG and his management of large, complex, international institutions, AIG’s Board has concluded that Mr. Duperreault should be re-elected to the Board.
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Proposal 1—Election of Directors
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Director since: 2011
Age: 63
Committees:

Audit

Technology
Other Directorships:

None
JOHN H. FITZPATRICK
Former Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss Re
CAREER HIGHLIGHTS
Mr. Fitzpatrick has been Chairman of Oak Street Management Co., LLC, an insurance/management consulting company, and Oak Family Advisors, LLC, a registered investment advisor, since 2010. He was Chairman of White Oak Global Advisors LLC, an asset management firm lending to small and medium sized companies, from September 2015 to September 2017. In 2014, Mr. Fitzpatrick completed a two-year term as Secretary General of The Geneva Association. From 2006 to 2010, he was a partner at Pension Corporation and a director of Pension Insurance Corporation Ltd. From 1998 to 2006, Mr. Fitzpatrick was a member of Swiss Re’s Executive Board Committee and served at Swiss Re as Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services. From 1996 to 1998, Mr. Fitzpatrick was a partner in insurance private equity firms sponsored by Zurich Financial Services, Credit Suisse and Swiss Re. From 1990 to 1996, Mr. Fitzpatrick served as the Chief Financial Officer and a Director of Kemper Corporation. Mr. Fitzpatrick is a Certified Public Accountant and a Chartered Financial Analyst.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Fitzpatrick’s broad experience in the insurance and reinsurance industry, as well as his professional experience in insurance policy and regulation, AIG’s Board has concluded that Mr. Fitzpatrick should be re-elected to the Board.
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Director since: 2013
Age: 68
Committees:

Audit (Chair)

Risk and Capital
Other Directorships:

Current: Lamb Weston Holdings, Inc.

Former (past 5 years): Conagra Foods, Inc.
WILLIAM G. JURGENSEN
Former Chief Executive Officer of Nationwide Insurance
CAREER HIGHLIGHTS
Mr. Jurgensen is the former Chief Executive Officer of Nationwide Mutual Insurance Company and Nationwide Financial Services, Inc., serving from May 2000 to February 2009. During this time, he also served as director and Chief Executive Officer of several other companies within the Nationwide enterprise. Prior to his time in the insurance industry, he spent 27 years in the commercial banking industry. Before joining Nationwide, Mr. Jurgensen was an Executive Vice President with BankOne Corporation (now a part of JPMorgan Chase & Co.) where he was responsible for corporate banking products, including capital markets, international banking and cash management. He managed the merger integration between First Chicago Corporation and NBD Bancorp, Inc. and later was Chief Executive Officer for First Card, First Chicago’s credit card subsidiary. At First Chicago, he was responsible for retail banking and began his career there as Chief Financial Officer in 1990. Mr. Jurgensen started his banking career at Norwest Corporation (now a part of Wells Fargo & Company) in 1973.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Jurgensen’s experience in insurance, financial services and his executive experience managing a large, complex, institution, AIG’s Board has concluded that Mr. Jurgensen should be re-elected to the Board.
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Proposal 1—Election of Directors​
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Director since: 2009
Age: 62
Committees:

Nominating and Corporate Governance (Chair)

Risk and Capital

Technology
Other Directorships:

Current: Tenet Healthcare Corporation

Former (past 5 years): Federal Home Loan Mortgage Corporation
CHRISTOPHER S. LYNCH
Former National Partner in Charge of Financial Services of KPMG LLP
CAREER HIGHLIGHTS
Mr. Lynch has been an independent consultant since 2007, providing a variety of services to public and privately held companies, including enterprise strategy, corporate restructuring, risk management, governance, financial accounting and regulatory reporting, and troubled-asset management. Prior to that, Mr. Lynch was the former National Partner in Charge of KPMG LLP’s Financial Services Line of Business. He held a variety of positions with KPMG over his 29-year career, including chairing KPMG’s Americas Financial Services Leadership team and being a member of the Global Financial Services Leadership and the U.S. Industries Leadership teams. Mr. Lynch was an audit signing partner under Sarbanes-Oxley and served as lead or client service partner for some of KPMG’s largest financial services clients. He also served as a Partner in KPMG’s National Department of Professional Practice and as a Practice Fellow at the Financial Accounting Standards Board. Mr. Lynch is a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors and a former member of the Advisory Board of the Stanford Institute for Economic Policy Research.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Lynch’s experience in finance, accounting and risk management and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Lynch should be re-elected to the Board.
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Director since: 2010
Age: 74
Committees:

Compensation and Management Resources

Technology
Other Directorships:

Current: The Interpublic Group of Companies, Inc.

Former (past 5 years): Ally Financial Inc.
HENRY S. MILLER
Chairman of Marblegate Asset Management, LLC; Former Chairman and Managing Director of Miller Buckfire & Co., LLC
CAREER HIGHLIGHTS
Mr. Miller co-founded and has been Chairman of Marblegate Asset Management, LLC, a credit investment firm, since 2009. Mr. Miller was co-founder, Chairman and a Managing Director of Miller Buckfire & Co., LLC, an investment bank, from 2002 to 2011 and Chief Executive Officer from 2002 to 2009. Prior to founding Miller Buckfire & Co., LLC, Mr. Miller was Vice Chairman and a Managing Director at Dresdner Kleinwort Wasserstein and its predecessor company Wasserstein Perella & Co., where he served as the global head of the firm’s financial restructuring group. Prior to that, Mr. Miller was a Managing Director and Head of both the Restructuring Group and Transportation Industry Group of Salomon Brothers Inc. From 1989 to 1992, Mr. Miller was a managing director and, from 1990 to 1992, co-head of investment banking at Prudential Securities.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Miller’s experience in strategic business transformations as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Miller should be re-elected to the Board.
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Proposal 1—Election of Directors
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Director since: 2015
Age: 70
Committees:

Technology (Chair)

Audit

Compensation and Management Resources
Other Directorships:

Current: Navient Corporation
LINDA A. MILLS
Former Corporate Vice President of Operations of Northrop Grumman Corporation
CAREER HIGHLIGHTS
Ms. Mills is the former Corporate Vice President of Operations for Northrop Grumman Corporation, with responsibility for operations, including risk management, engineering and information technology. During her 12 years with Northrop Grumman, from 2002 to 2014, Ms. Mills held a number of operational positions, including Corporate Vice President and President of Information Systems and Information Technology sectors; President of the Civilian Agencies Group; and Vice President of Operations and Process in the firm’s Information Technology Sector. Prior to joining Northrop Grumman, Ms. Mills was Vice President of Information Systems and Processes at TRW, Inc. She began her career as an engineer at Bell Laboratories, Inc.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Ms. Mills’ in-depth experience with large and complex, international operations, risk management, information technology and cybersecurity, and her success in managing a significant line of business at Northrop Grumman, AIG’s Board has concluded that Ms. Mills should be re-elected to the Board.
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Director since: 2019
Age: 71
Committees:

Compensation and Management Resources

Risk and Capital
Other Directorships:

Former (past 5 years): CNA Financial Group; Verisk Analytics, Inc.
THOMAS F. MOTAMED
Former Chairman and Chief Executive Officer of CNA Financial Corporation
CAREER HIGHLIGHTS
Mr. Motamed was Chairman and Chief Executive Officer of CNA Financial Corporation, an insurance holding company, from 2009 to 2016. Prior to CNA, Mr. Motamed spent 31 years at The Chubb Corporation, an insurance company, where he began his career as a claims trainee and rose to Vice Chairman and Chief Operating Officer. He is a past Chairman of the Insurance Information Institute and is Chair Emeritus for Adelphi University.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Motamed’s deep experience in the insurance industry, risk management and management of insurance organizations, AIG’s Board has concluded that Mr. Motamed should be re-elected to the Board.
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Proposal 1—Election of Directors​
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Director since: 2019
Age: 63
Committees:

Audit

Risk and Capital
Other Directorships:

None
PETER R. PORRINO
Former Executive Vice President and Chief Financial Officer of XL Group Ltd
CAREER HIGHLIGHTS
Mr. Porrino is the former Executive Vice President and Chief Financial Officer of XL Group Ltd, a global insurance and reinsurance company, a role which he held from 2011 to 2017. He was Senior Advisor to the Chief Executive Officer at XL Group from 2017 to 2018. Prior to joining XL Group, Mr. Porrino served as the Global Insurance Industry Leader at Ernst & Young LLP from 1999 through 2011, where he was responsible for Ernst & Young’s Americas and Global insurance industry practices and served as the lead partner on Ernst & Young’s largest insurance account until his departure. Prior to Ernst & Young, Mr. Porrino served as President and Chief Executive Officer of Consolidated International Group and as Chief Financial Officer and Chief Operating Officer of Zurich Re Centre, a subsidiary of Zurich Insurance Group focused on property and casualty reinsurance. Mr. Porrino began his career as an auditor at Ernst & Young.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Porrino’s considerable professional experience related to the insurance industry, as well as his experience in finance, accounting and risk management, AIG’s Board has concluded that Mr. Porrino should be re-elected to the Board.
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Director since: 2019
Age: 57
Committees:

Audit

Nominating and Corporate Governance

Technology
Other Directorships:

None
AMY L. SCHIOLDAGER
Former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc.
CAREER HIGHLIGHTS
Ms. Schioldager is the former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc., a global investment management corporation. In this role, which she held from 2006 to 2017, Ms. Schioldager was responsible for managing the Index Equity business across seven global offices. During her more than 25 years at BlackRock, Ms. Schioldager held various other leadership positions and also served as a member of the Global Executive Committee from 2012 to 2017 and Vice Chair of the Corporate Governance Committee from
2008 to 2015. She also founded and led BlackRock’s Women’s Initiative. Ms. Schioldager began her career as a fund accountant at Wells Fargo Investment Advisors.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Ms. Schioldager’s experience in corporate governance and managing international organizations, as well as her professional experience in investments, asset management and across the financial services industry, AIG’s Board has concluded that Ms. Schioldager should be re-elected to the Board.
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Proposal 1—Election of Directors
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Director since: 2009
Age: 68
Committees:

As Independent Chair, Mr. Steenland is an ex-officio, non-voting member of all Board committees
Other Directorships:

Current: Hilton Worldwide Holdings Inc.

Former (past 5 years): International Lease Finance Corporation; Digital River, Inc.; Performance Food Group Company; Travelport Worldwide Limited
DOUGLAS M. STEENLAND
Former President and Chief Executive Officer of Northwest Airlines Corporation
CAREER HIGHLIGHTS
Mr. Steenland is the former Chief Executive Officer of Northwest Airlines Corporation, serving from 2004 to 2008, and President, serving from 2001 to 2004. Prior to that, he served in a number of Northwest Airlines executive positions after joining Northwest Airlines in 1991, including Executive Vice President, Chief Corporate Officer and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to joining Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Mr. Steenland’s experience in managing large, complex, international institutions and his experience in strategic business transformations, AIG’s Board has concluded that Mr. Steenland should be re-elected to the Board.
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Director since: 2019
Age: 63
Committees:

Compensation and Management Resources

Risk and Capital
Other Directorships:

Current: Verisk Analytics, Inc.; West Bancorporation, Inc.

Former (past 5 years): Validus Holdings, Ltd.
THERESE M. VAUGHAN
Former Chief Executive Officer of the National Association of Insurance Commissioners; Executive in Residence and Former Visiting Distinguished Professor and Dean of the College of Business and Public Administration at Drake University
CAREER HIGHLIGHTS
Ms. Vaughan is currently an Executive in Residence at Drake University, where she was previously the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science from 2017 to 2019 and served as the Dean of the College of Business and Public Administration from 2014 to 2017. From 2009 to 2012, she served as the Chief Executive Officer of the National Association of Insurance Commissioners (NAIC). During her time at NAIC, Ms. Vaughan also served as a member of the Executive Committee of the International Association of Insurance Supervisors and the steering committee for the U.S./E.U. Insurance Dialogue Project. In 2012, she chaired the Joint Forum, a Basel, Switzerland-based group of banking, insurance, and securities supervisors. Additionally, Ms. Vaughan was the first female Insurance Commissioner for the State of Iowa, a role which she held for over ten years.
KEY EXPERIENCE AND QUALIFICATIONS
In light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience in insurance regulation, education, research and corporate governance, AIG’s Board has concluded that Ms. Vaughan should be re-elected to the Board.
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Corporate Governance  OUR CORPORATE GOVERNANCE PRACTICES
Corporate Governance
OUR CORPORATE GOVERNANCE PRACTICES
The AIG Board is committed to good corporate governance. Our strong corporate governance policies and practices are set forth in our Amended and Restated Certificate of Incorporation, By-laws, Corporate Governance Guidelines and Committee Charters, among other documents. AIG’s Board regularly reviews these corporate governance documents and makes modifications from time to time based on corporate governance developments and shareholder feedback to ensure continued effectiveness.
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Corporate Governance DIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE
AIG aims to maintain a balanced and independent Board that is committed to representing the long-term interests of AIG’s shareholders, and which has the substantial and diverse expertise necessary to oversee AIG’s strategic and business planning as well as management’s approach to addressing significant risks and challenges facing AIG.
DIRECTOR INDEPENDENCE ASSESSMENT

All directors independent other than CEO

Independent Chair
Using the AIG Director Independence Standards, the Board, on the recommendation of the Nominating and Corporate Governance Committee, determined that each of AIG’s eleven independent director nominees—Mss. Mills, Schioldager and Vaughan and Messrs. Cornwell, Fitzpatrick, Jurgensen, Lynch, Miller, Motamed, Porrino and Steenland—are independent under the New York Stock Exchange (NYSE) listing standards and the AIG Director Independence Standards. Mr. Duperreault is the only director nominee who holds an AIG management position and, therefore, is not an independent director. Ms. Nora Johnson, who is not standing for re-election to the Board, and Ronald A. Rittenmeyer and Theresa M. Stone, who did not stand for re-election at the 2019 Annual Meeting, were also determined by the Board, on the recommendation of the Nominating and Corporate Governance Committee, to be independent under the NYSE listing standards and the AIG Director Independence Standards for the period that they served on the Board.
In making the independence determinations, the Nominating and Corporate Governance Committee and the Board considered relationships arising from: (1) in the case of certain directors, contributions by AIG to charitable organizations with which they are affiliated; (2) in the case of certain directors, investments and insurance products AIG provides to them and/or entities they are affiliated with in the ordinary course of business and on the same terms made available to third parties; and (3) in the case of Mr. Lynch, the employment of his son by the Company. None of these relationships exceeded the thresholds set forth in the NYSE listing standards and the AIG Director Independence Standards.
INDEPENDENT CHAIR
The current Chair of AIG’s Board, Mr. Steenland, is an independent director. The Independent Chair focuses on the governance of the Board and interacts with AIG’s various stakeholders. AIG’s Corporate Governance Guidelines provide for an annual review of the Independent Chair. Our current Independent Chair, Mr. Steenland, has served in this position since July 2015.
The duties of the Independent Chair of the Board are clearly defined and include:

Overseeing Board meeting agenda preparation in consultation with the Chief Executive Officer and preparing agendas for meetings of the independent directors;

Chairing Board meetings and executive sessions of the independent directors;

Leading the independent directors in the Chief Executive Officer review process and discussions regarding management succession;

Interacting regularly with the Chief Executive Officer, including discussing strategic initiatives and their implementation;

Overseeing distribution of information and reports to the Board;

Overseeing the Board and Board Committees’ annual self-evaluation process;

Serving as non-voting member of each Board Committee; and

Participating in engagement with shareholders.
BOARD EFFECTIVENESS
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board considers director attendance at Board and Committee meetings an essential duty of a director. As a result, AIG’s Corporate Governance Guidelines provide that any director who, for two consecutive calendar years, attends fewer than 75 percent of the total regular meetings of the Board and the meetings of all Committees of
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Corporate Governance BOARD EFFECTIVENESS
which such director is a voting member, will not be nominated for re-election at the annual meeting in the next succeeding calendar year, absent special circumstances that may be taken into account by the Board and the Nominating and Corporate Governance Committee in making its recommendations to the Board.

10 Board meetings and 33 Committee meetings during 2019

Executive sessions at all regularly scheduled Board meetings

All directors attended at least 75% of relevant meetings
There were 10 meetings of the Board during 2019. The independent directors meet in executive session, without the Chief Executive Officer present, in conjunction with each regularly scheduled Board meeting. Mr. Steenland, as Independent Chair of the Board, presided at the executive sessions. There were a total of 33 meetings of the Committees of the Board during 2019. For 2019, all of the directors attended at least 75 percent of the aggregate of all meetings of the Board and of the Committees of the Board on which they served.
Pursuant to the Corporate Governance Guidelines, all directors are expected to attend the Annual Meeting. All directors standing for election at the 2019 Annual Meeting attended the 2019 Annual Meeting.
DIRECTOR AND BOARD ACCOUNTABILITY AND EVALUATIONS
The AIG Board believes that self-evaluations of the Board, the standing Committees of the Board and individual directors are important elements of corporate governance and to ensuring a well-functioning Board. Pursuant to AIG’s Corporate Governance Guidelines, the Board, acting through the Nominating and Corporate Governance Committee and under the general oversight of the Independent Chair, conducts an annual self-evaluation and an evaluation of each member of the Board. Throughout the year, each standing Committee also conducts its own annual self-evaluation.
This year, reflecting the Board’s alignment with AIG’s journey to return to operational excellence and adopt a culture of continuous improvement, the Board reviewed its approach to the Board and director evaluation process and implemented several changes designed to enhance the value and effectiveness of the assessment.
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Corporate Governance BOARD COMPOSITION AND REFRESHMENT
BOARD COMPOSITION AND REFRESHMENT
Balanced and effective Board composition, supplemented by a thoughtful approach to refreshment, is a priority for AIG. The selection of a qualified group of directors with an appropriate mix of skills and experience is essential to the Board’s successful oversight of AIG’s complex business, particularly as the Board provides strategic oversight of AIG’s journey. The Board manages Board composition and refreshment with significant support from its Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee continuously reviews the composition of our Board, taking into consideration the characteristics of the existing directors, both individually and as a group. The Nominating and Corporate Governance Committee considers Board refreshment in light of various factors, including expected director departures, the Board’s mix and interplay of skills and experience, diversity and individual director performance.
DIRECTOR RECRUITMENT PROCESS
The Nominating and Corporate Governance Committee has a robust director recruitment process. New director candidates are identified through various channels, including third-party search firms, other directors, shareholders and members of management. Once a candidate has been identified, the Nominating and Corporate Governance Committee conducts a rigorous review, taking into consideration the criteria set forth in AIG’s Corporate Governance Guidelines, including:

high personal and professional ethics, values and integrity;

ability to work together as part of an effective, collegial group;

commitment to representing the long-term interests of AIG;

skill, expertise, diversity, background, and experience with businesses and other organizations that the Board deems relevant;

the interplay of the individual’s experience with the experience of other Board members;

the contribution represented by the individual’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively;

ability and willingness to commit adequate time to AIG over an extended period of time; and

the extent to which the individual would otherwise be a desirable addition to the Board and any Committees of the Board.
Following this review, the Nominating and Corporate Governance Committee recommends potential directors to the full Board for approval of their appointment or election by our shareholders.

Four new directors added in 2019

Improved Board diversity
In 2019, the Nominating and Corporate Governance Committee oversaw the identification, recruitment and review of four new directors: Messrs. Motamed and Porrino and Mss. Schioldager and Vaughan. Messrs. Motamed and Porrino and Ms. Vaughan each have considerable insurance industry experience and Ms. Schioldager brings substantial experience in investments, asset management and corporate governance. Further, the addition of these directors improved the diversity of our Board.
DIRECTOR TENURE

Average tenure: 6 years

Retirement age: 75
The Board believes that it is desirable to maintain a mix of longer-tenured, experienced directors and newer directors with fresh perspectives. The average tenure of the independent director nominees is six years. In addition, under AIG’s Corporate Governance Guidelines, the Committee Chairs generally do not serve for longer than a five-year term. No individual may stand for election as a director after reaching the age of 75, and the Board may only waive this requirement for a one-year period if, on the recommendation of the Nominating and Corporate Governance Committee, it determines such waiver to be in the best interests of AIG.
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Corporate Governance AREAS OF BOARD OVERSIGHT
DIVERSITY CONSIDERATION
One-third of independent directors are women or ethnically diverse
The Board strives to maintain a diverse Board, and diversity continues to be an important consideration in the Nominating and Corporate Governance Committee’s director search and nomination process. The Board believes that important diversity characteristics include race, gender identity, ethnicity, religion, nationality, disability, sexual orientation and cultural background, although it has determined not to adopt a specific diversity policy. Additionally, in assessing each director candidate, the Nominating and Corporate Governance Committee considers diversity in a broad sense, including a candidate’s work experience, skills and perspective. One-third of AIG’s independent director nominees are women or ethnically diverse.
DIRECTOR RECOMMENDATIONS BY SHAREHOLDERS
The Nominating and Corporate Governance Committee considers shareholder feedback when determining whether to recommend that the Board nominate a director for re-election and takes into account the views of interested shareholders as appropriate when filling a vacancy on the Board. The AIG Corporate Governance Guidelines include characteristics that the Nominating and Corporate Governance Committee considers important for nominees for director and information for shareholders with respect to director nominations. The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders and will evaluate shareholder nominees on the same basis as all other nominees. Shareholders who wish to submit nominees for director for consideration by the Nominating and Corporate Governance Committee may do so by submitting names and supporting information to: Chair, Nominating and Corporate Governance Committee, c/o Corporate Secretary, American International Group, Inc., 175 Water Street, New York, New York 10038.
PROXY ACCESS
AIG’s By-laws also permit eligible shareholders with a significant long-term interest in AIG to include their own director nominees in AIG’s proxy statement for the annual meeting. The Board believes such proxy access is an additional mechanism for Board accountability and for ensuring that Board nominees are supported by AIG’s long-term shareholders.
Under the proxy access by-law, a shareholder, or a group of up to 20 shareholders, owning three percent or more of AIG common stock continuously for at least three years may nominate and include in AIG’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board of Directors, so long as the shareholder(s) and the nominee(s) satisfy the requirements specified in AIG’s By-laws. Qualifying shareholders who wish to submit director nominees for election at the 2021 Annual Meeting of Shareholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Other Matters—Shareholder Proposals for the 2021 Annual Meeting.”
AREAS OF BOARD OVERSIGHT
The Board fulfils its oversight role with respect to AIG’s strategy through year-round discussions and presentations covering company-wide and business unit-specific updates. The Board also provides oversight with respect to other key areas, including risk management, cybersecurity, management succession planning and sustainability and corporate social responsibility.
RISK MANAGEMENT
The Board oversees the management of risk (including, for example, risks related to market conditions, reserves, catastrophes, investments, liquidity, capital and cybersecurity) through the complementary functioning of the Risk and Capital Committee and the Audit Committee and interacting and coordinating with other Committees of the Board. The Risk and Capital Committee oversees AIG’s Enterprise Risk Management (ERM) as one of its core responsibilities and reviews AIG’s significant risk assessment and risk management policies. The Audit Committee also evaluates and oversees the guidelines and policies governing AIG’s risk assessment and management process as well as the risk control framework. The Chairs of the two Committees then coordinate with each other and the Chairs of the other Committees of the Board with the aim to ensure that each Committee has received the information that it needs to carry out its responsibilities with respect to risk management. Both
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Corporate Governance AREAS OF BOARD OVERSIGHT
the Risk and Capital Committee and the Audit Committee report to the Board with respect to relevant risk management issues. The CMRC, in conjunction with AIG’s Chief Risk Officer, is responsible for reviewing the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives. For further information regarding the annual risk assessment of compensation plans, see “Executive Compensation—Report of the Compensation and Management Resources Committee.”
CYBERSECURITY
The Technology Committee reviews AIG’s cybersecurity risks, policies, controls and procedures, including: (1) AIG’s procedures to identify and assess internal and external cybersecurity risks, (2) AIG’s controls to protect from cyberattacks, unauthorized access or other malicious acts and risks, (3) AIG’s procedures to detect, respond to, mitigate negative effects from and recover from cybersecurity attacks, (4) AIG’s controls and procedures for fulfilling applicable regulatory reporting and disclosure obligations related to cybersecurity risks, costs and incidents and (5) AIG’s cybersecurity practices as compared to industry practices.
MANAGEMENT SUCCESSION PLANNING
The Board recognizes the importance of planning for management succession and oversees succession planning with support from the CMRC. In accordance with AIG’s Corporate Governance Guidelines and the CMRC’s Charter, at least annually:

the Chief Executive Officer reports to the CMRC and the Chair of the Nominating and Corporate Governance Committee on plans for succession for both the Chief Executive Officer role and other senior management roles; and

the CMRC reports to the Board on its view of those plans.
SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY
AIG believes that a continued commitment to sustainability can deliver long-term value to our company, our stakeholders and our global community. The Nominating and Corporate Governance Committee oversees and reports to the Board as necessary with respect to sustainability, corporate social responsibility and public policy matters. Both the Nominating and Corporate Governance Committee and the Board receive regular reports on sustainability-related matters.
Sustainability Leadership and Reporting Milestones in 2019

Appointment of a Chief Sustainability Officer to lead the development of a company-wide sustainability strategy and program.

Publication of an inaugural report pursuant to the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) reporting framework to provide greater transparency and align AIG’s greenhouse gas emissions and climate change reporting activities with industry standards.
Additional Information Available on our New Corporate Responsibility Site
To review our TCFD report and detailed information about AIG’s philosophy and practices regarding sustainability (including climate change projects and microinsurance) and community (including philanthropy, volunteerism and diversity), please visit our new corporate responsibility site at https://www.aig.com/corporate-responsibility. This information is not incorporated by reference, and does not form part of, this Proxy Statement.
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Corporate Governance COMMITTEES
COMMITTEES
AIG’s Board Committee structure is organized around key strategic issues. Committee Chairs regularly coordinate with one another to ensure appropriate information sharing. To further facilitate information sharing, all Committees provide a summary of significant actions to the full Board. As required under AIG’s Corporate Governance Guidelines, each standing Committee conducts an annual self-assessment and review of its charter.
The following table sets forth the current membership on each standing Committee of the Board and the number of Committee meetings held in 2019. Mr. Duperreault does not serve on any Committees of the Board. Mr. Steenland serves as an ex-officio, non-voting member of each Committee.
Director
Audit
Committee
Compensation
and
Management
Resources
Committee
Nominating
and
Corporate
Governance
Committee
Risk and
Capital
Committee
Technology
Committee
W. Don Cornwell
C

John H. Fitzpatrick


William G. Jurgensen
C

Christopher S. Lynch
C


Henry S. Miller


Linda A. Mills


C
Thomas F. Motamed


Suzanne Nora Johnson

C

Peter R. Porrino


Amy L. Schioldager



Douglas M. Steenland
Therese M. Vaughan


Number of meetings in 2019
8
7
5
10
3
C
= Chair

= Member

Mr. Steenland, as Independent Chair of the Board, is an ex-officio, non-voting member.
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Corporate Governance COMMITTEES
AUDIT COMMITTEE
Primary responsibilities

Assists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting.

Assists the Board in its oversight of AIG’s compliance with legal and 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 AIG’s business, financial statements or compliance policies, AIG’s relations with regulators and governmental agencies, and any material reports or inquiries from regulators and government agencies.

Assists the Board in its oversight of the qualifications, independence and performance of AIG’s independent registered public accounting firm, including responsibility for the appointment, compensation, retention and oversight of the work of the firm.

Assists the Board in its oversight of the performance of AIG’s internal audit function, including responsibility for (1) the appointment, replacement, reassignment or dismissal of, and (2) being involved in the performance reviews and the review and approval of, the compensation of AIG’s chief internal auditor.

Approves regular, periodic cash dividends on AIG common stock and preferred stock consistent with Board-approved dividend policies and with support from the Risk and Capital Committee to confirm adequacy of AIG’s capital and liquidity.

Reviews and discusses with senior management the guidelines and policies by which AIG assesses and manages risk.

Coordinates with the Risk and Capital Committee to help ensure the Board and each Committee has received the information it needs to carry out their responsibilities with respect to oversight of risk assessment and risk management.
Held 8 Meetings in 2019
Members
William G. Jurgensen, Chair
John H. Fitzpatrick
Linda A. Mills
Peter R. Porrino
Amy L. Schioldager
Douglas M. Steenland (ex-officio, non-voting member)
Independence
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Audit Committee are independent under both NYSE listing standards and the United States Securities and Exchange Commission (SEC) rules.
Financial Literacy
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as defined by NYSE listing standards.
Financial Experts
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that Messrs. Fitzpatrick, Jurgensen, Porrino and Steenland (as an ex-officio member) are audit committee financial experts, as defined under SEC rules.
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Corporate Governance COMMITTEES
COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE
Primary responsibilities

Oversees AIG’s compensation programs generally.

Reviews and approves incentive award performance metrics and goals relevant to compensation of AIG’s Chief Executive Officer, evaluates the Chief Executive Officer’s performance and determines and approves the compensation awarded to the Chief Executive Officer (subject to ratification or approval by the Board).

Reviews and approves the incentive award performance metrics relevant to compensation of the other senior executives under its purview (which includes all of the named executives in the 2019 Summary Compensation Table) and, based on the recommendation of the Chief Executive Officer, approves the compensation of each such senior executive.

Reviews reports about the compensation of other key corporate officers of AIG, as the Committee deems appropriate.

Oversees AIG’s management development and succession planning programs for the Chief Executive Officer and his direct reports.

Reviews and approves compensation-related disclosures for inclusion in AIG’s annual Proxy Statement.

Oversees the assessment of the risks related to AIG’s compensation policies and programs.

Reviews periodic updates from management on initiatives and progress in the area of human capital, including diversity and inclusion.
The foregoing responsibilities may not be delegated to persons who are not members of the CMRC.
Held 7 Meetings in 2019
Members
W. Don Cornwell, Chair
Henry S. Miller
Linda A. Mills
Thomas F. Motamed
Therese M. Vaughan
Douglas M. Steenland (ex-officio, non-voting member)
Independence
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the CMRC are independent under both NYSE listing standards and SEC rules.
Compensation and Management Resources Committee Interlocks and Insider Participation
During his or her service on the CMRC, no member served as an officer or employee of AIG at any time or had any relationship with AIG requiring disclosure as a related-party transaction under SEC rules. During 2019, none of AIG’s executive officers served as a director of another entity, one of whose executive officers served on the CMRC; and none of AIG’s executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of AIG’s Board or on the CMRC.
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Corporate Governance COMMITTEES
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Primary responsibilities

Identifies individuals qualified to become Board members, consistent with criteria approved by the Board, and recommends these individuals to the Board for nomination, election or appointment as members of the Board and its Committees.

Oversees the evaluation of the Board and its Committees.

Periodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation.

Reviews (1) AIG’s position, policies, practices and reporting with respect to sustainability and (2) current and emerging corporate social responsibility and public policy issues of significance to AIG and its stakeholders.
Under the Nominating and Corporate Governance Committee’s oversight, AIG accomplished significant sustainability leadership and reporting milestones in 2019. See “—Areas of Board Oversight—Sustainability and Corporate Social Responsibility.”
Held 5 Meetings in 2019
Members
Christopher S. Lynch, Chair
W. Don Cornwell
Suzanne Nora Johnson
Amy L. Schioldager
Douglas M. Steenland (ex-officio, non-voting member)
Independence
The Board has determined that all members of the Nominating and Corporate Governance Committee are independent under NYSE listing standards and SEC rules.
RISK AND CAPITAL COMMITTEE
Primary responsibilities

Assists the Board in overseeing and reviewing information regarding AIG’s Enterprise Risk Management, including the significant policies, procedures, and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk.

Provides strategic guidance to management as to AIG’s capital structure and financing, the allocation of capital to its businesses, methods of financing its businesses and other related strategic initiatives.

Reviews and makes recommendations to the Board with respect to AIG’s financial and investment policies.

Approves issuances, investments, dispositions and other transactions and matters as authorized by the Board.

Advises the Audit Committee with respect to AIG’s capital and liquidity position to support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock.

Coordinates with the Board, the CMRC and the Audit Committee to help ensure that the Board and each Committee has received the information it needs to carry out their responsibilities with respect to risk management.
Held 10 Meetings in 2019
Members
Suzanne Nora Johnson, Chair
William G. Jurgensen
Christopher S. Lynch
Thomas F. Motamed
Peter R. Porrino
Therese M. Vaughan
Douglas M. Steenland (ex-officio, non-voting member)
Independence
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Risk and Capital Committee are independent under NYSE listing standards and SEC rules.
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Corporate Governance COMPENSATION OF DIRECTORS
TECHNOLOGY COMMITTEE
Primary responsibilities

Assists the Board in its oversight of AIG’s information technology projects and initiatives.

Reviews the financial, tactical and strategic benefits of proposed significant information technology-related projects and initiatives.

Reviews and makes recommendations to the Board regarding significant information technology investments in support of AIG’s information technology strategy.

Reviews AIG’s risk management and risk assessment guidelines and policies regarding information technology security, including the quality and effectiveness of AIG’s information technology security and disaster recovery capabilities.

Reviews AIG’s cybersecurity risks, policies, controls and procedures.
Held 3 Meetings in 2019
Members
Linda A. Mills, Chair
John H. Fitzpatrick
Christopher S. Lynch
Henry S. Miller
Suzanne Nora Johnson
Amy L. Schioldager
Douglas M. Steenland (ex-officio, non-voting member)
Independence
The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Technology Committee are independent under NYSE listing standards and SEC rules.
COMPENSATION OF DIRECTORS
Highlights of our Director Compensation Program

No fees for Board meeting attendance

Emphasis on equity, further aligning director interests with shareholders

Formulaic annual equity grants with immediate vesting to support independence

Benchmarking against peers with advice from independent compensation consultant
The following table describes the compensation structure for AIG’s independent directors in 2019.
2019 COMPENSATION STRUCTURE FOR INDEPENDENT DIRECTORS
Base Annual Retainer
Cash Retainer
$ 125,000
Deferred Stock Units (DSUs) Award
$ 170,000
Annual Independent Chair Cash Retainer
$ 260,000
Annual Committee Chair Cash Retainers
Audit Committee
$ 40,000
Risk and Capital Committee
$ 40,000
Compensation and Management Resources Committee
$ 30,000
Other Committees
$ 20,000
Independent directors can elect to receive the cash portions of their base annual, Independent Chair and Committee Chair retainer amounts in the form of DSUs. Independent directors are also eligible for the AIG Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per employee or director annually (the same terms and conditions that apply to AIG employees).
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Corporate Governance COMPENSATION OF DIRECTORS
Each DSU provides that one share of AIG common stock will be delivered when an independent director ceases to be a member of the Board and includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG common stock underlying the DSUs had been outstanding. DSUs are granted under the AIG 2013 Omnibus Incentive Plan (2013 Omnibus Incentive Plan).
In January 2019, the Nominating and Corporate Governance Committee completed its annual review of the AIG independent director compensation program. The review used the same peer group used for the executive compensation program. Based on that review, the Committee concluded that no changes were needed to the independent director compensation program at that time.
Under director stock ownership guidelines, independent directors should own a number of shares of AIG common stock (including deferred stock and DSUs) with a value equal to at least five times the annual retainer for independent directors.
AIG’s 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 an AIG compensation or benefit plan or dividend distribution and other than the warrants issued by AIG in January 2011, 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, AIG’s Insider Trading Policy prohibits directors from pledging AIG securities and none of AIG’s directors have pledged any AIG’s securities.
Mr. Duperreault did not receive any compensation for service as a director.
Frederic W. Cook & Co. (FW Cook) provided advice to the Nominating and Corporate Governance Committee with respect to AIG director compensation and related market practices. Both the cash and equity components of independent director compensation remain subject to the shareholder-approved limits established in the 2013 Omnibus Incentive Plan.
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Corporate Governance COMPENSATION OF DIRECTORS
The following table contains information with respect to the compensation of the individuals who served as independent directors of AIG for all or part of 2019.
2019 INDEPENDENT DIRECTOR COMPENSATION
Independent Members of the Board in 2019
Fees Earned
or Paid in
Cash(1)​
Stock
Awards(2)​
All Other
Compensation(3)​
Total​
W. Don Cornwell $ 155,000 $ 169,995 $ 10,000 $ 334,995
John H. Fitzpatrick $ 140,385 $ 169,995 $ 0 $ 310,380
William G. Jurgensen $ 165,000 $ 169,995 $ 20,000 $ 354,995
Christopher S. Lynch $ 145,000 $ 169,995 $ 0 $ 314,995
Henry S. Miller $ 125,000 $ 169,995 $ 10,000 $ 304,995
Linda A. Mills $ 137,308 $ 169,995 $ 20,000 $ 327,303
Thomas F. Motamed $ 120,192 $ 169,995 $ 0 $ 290,187
Suzanne Nora Johnson $ 149,615 $ 169,995 $ 10,000 $ 329,610
Peter R. Porrino $ 76,923 $ 169,995 $ 0 $ 246,918
Ronald A. Rittenmeyer $ 55,769 $ 0 $ 0 $ 55,769
Amy L. Schioldager $ 76,923 $ 169,995 $ 0 $ 246,918
Douglas M. Steenland $ 385,000 $ 169,995 $ 0 $ 554,995
Theresa M. Stone $ 48,077 $ 0 $ 20,000 $ 68,077
Therese M. Vaughan $ 76,923 $ 169,995 $ 0 $ 246,918
(1)
This column represents annual retainer fees, Independent Chair retainer fees and Committee Chair retainer fees. For Mr. Fitzpatrick, the amount includes a prorated Committee Chair retainer fee for his service as Chair of the Risk and Capital Committee until the date of the 2019 Annual Meeting. For Ms. Mills, the amount includes a prorated Committee Chair retainer fee for her service as Chair of the Technology Committee, effective as of the date of the 2019 Annual Meeting. For Mr. Motamed, the amount includes a prorated annual retainer fee for his service as director beginning January 15, 2019. For Mr. Porrino and Mss. Schioldager and Vaughan, the amounts include a prorated annual retainer fee for their service as directors from the date of the 2019 Annual Meeting. For Ms. Nora Johnson, the amount includes a prorated Committee Chair retainer fee for her service as Chair of the Risk and Capital Committee, effective as of the date of the 2019 Annual Meeting. For Mr. Rittenmeyer and Ms. Stone, the amounts include prorated annual retainer fees for their service as directors until the date of the 2019 Annual Meeting. For Mr. Rittenmeyer, the amount does not include (i) $997,755, which represents the value of shares of AIG common stock delivered when he ceased to be a member of the Board as of the 2019 Annual Meeting in accordance with the terms of DSUs previously granted; and (ii) $6,883, which represents a cash payment with respect to warrant equivalents granted to him related to DSUs granted prior to the warrant distribution. For Ms. Stone, the amount does not include $1,624,996, which represents the value of shares of AIG common stock delivered when she ceased to be a member of the Board as of the 2019 Annual Meeting in accordance with the terms of DSUs previously granted.
(2)
This column represents the grant date fair value of DSUs granted in 2019 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG common stock on the date of grant.
(3)
This column represents charitable contributions disbursed by AIG during 2019 under AIG’s Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per independent director annually. For Messrs. Cornwell, Jurgensen and Miller and Mss. Mills, Nora Johnson and Stone, the amounts include certain charitable contributions previously disclosed in AIG’s 2019 Proxy Statement as AIG previously disclosed charitable contributions based on program year rather than disbursement year.
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Corporate Governance CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE
The following table sets forth information with respect to the stock awards outstanding at December 31, 2019 for the independent directors of AIG during 2019. None of the independent directors hold option awards.
OUTSTANDING STOCK AWARDS AT DECEMBER 31, 2019
Independent Members of the Board in 2019
Deferred
Stock Units(1)​
W. Don Cornwell 22,888   
John H. Fitzpatrick 21,689   
William G. Jurgensen 18,030   
Christopher S. Lynch 23,043   
Henry S. Miller 23,043   
Linda A. Mills 13,136   
Thomas F. Motamed 4,688   
Suzanne Nora Johnson 26,496   
Ronald A. Rittenmeyer 0   
Peter R. Porrino 4,118   
Amy L. Schioldager 4,118   
Douglas M. Steenland 23,043   
Theresa M. Stone 1,275(2)
Therese M. Vaughan 4,118   
(1)
DSUs shown include DSUs awarded in 2019 and prior years, any cash retainer amounts that a director elected to receive in DSUs and DSUs awarded as dividend equivalents. Receipt of shares of AIG common stock underlying DSUs is deferred until the director ceases to be a member of the Board. DSUs granted prior to May 12, 2010 were granted under the Amended and Restated AIG 2007 Stock Incentive Plan (2007 Stock Incentive Plan). DSUs granted on or after May 12, 2010 and prior to May 15, 2013 were granted under the AIG 2010 Stock Incentive Plan (2010 Stock Incentive Plan) and DSUs granted commencing on or after May 15, 2013 were granted under the 2013 Omnibus Incentive Plan.
(2)
Ms. Stone elected to defer the delivery of the shares of AIG common stock underlying these DSUs. One-fifth of the shares of AIG common stock underlying these DSUs will be deliverable on May 21 of each of 2020, 2021, 2022, 2023 and 2024.
CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE
The following documents are available in the About Us—Leadership and Governance section of AIG’s corporate website at www.aig.com or in print by writing to American International Group, Inc., 175 Water Street, New York, New York 10038, Attention: Investor Relations:

Corporate Governance Guidelines (which include our Director Independence Standards)

Charters of the Audit Committee, the Compensation and Management Resources Committee, the Nominating and Corporate Governance Committee, the Risk and Capital Committee and the Technology Committee

AIG’s Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics

Code of Conduct for Employees
Any amendment to AIG’s Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics and any waiver applicable to AIG’s directors, executive officers or senior financial officers will be posted on AIG’s website within the time period required by the SEC and the NYSE.
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Year-Round Shareholder Engagement  Year-Round Shareholder Engagement PROGRAM
Year-Round Shareholder Engagement
Fostering long-term relationships with our shareholders and maintaining their trust is a priority for the Board. Direct engagement with shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance, executive compensation, corporate responsibility, business strategy and performance and related matters. Shareholder feedback also helps to better tailor the public information we disclose to address the interests and inquiries of shareholders.
YEAR-ROUND SHAREHOLDER ENGAGEMENT PROGRAM
AIG has developed a robust engagement program that ensures an active, ongoing dialogue with shareholders and other stakeholders throughout the year. These meetings strengthen AIG’s relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.
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Year-Round Shareholder Engagement  2019 SHAREHOLDER ENGAGEMENT
2019 SHAREHOLDER ENGAGEMENT
During 2019, we continued our efforts to engage consistently and productively with our shareholders. Our Independent Chair and the Chair of our CMRC participated in many of these engagement meetings, alongside our General Counsel, Chief Human Resources Officer, Corporate Secretary, Head of Executive Compensation and Head of Investor Relations.
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These efforts are complementary to outreach conducted by members of senior management through AIG’s Investor Relations department as they regularly meet with shareholders and participate in investor conferences in the United States and abroad. In 2019, our Investor Relations department led over 140 meetings with over 200 shareholders representing over 50% of our shares outstanding. Investor presentations are made available in the Investors—Webcasts and Presentations section of AIG’s corporate website at www.aig.com.
TOPICS COVERED DURING 2019 SHAREHOLDER ENGAGEMENT
Given the results of our 2018 and 2019 say-on-pay votes, a key focus of our ongoing engagement with shareholders in 2019 was to further understand their views with respect to our executive compensation programs. For details on the executive compensation-related feedback we heard from shareholders and how we responded, see “Executive Compensation—Compensation Discussion and Analysis—Shareholder Engagement.”
In addition to executive compensation, these meetings covered additional topics such as corporate strategy, succession planning, corporate governance and Board practices and environmental and social issues. Some key messages we heard included:

Strong support for the management team and the strategy and direction of AIG;

Desire for more clarity on the Board’s approach to management succession planning;

Positive feedback related to our appointment of a Chief Sustainability Officer and the publication of our inaugural TCFD report (See “Corporate Governance—Areas of Board Oversight—Sustainability and Corporate Social Responsibility”); and
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Year-Round Shareholder Engagement  2019 SHAREHOLDER ENGAGEMENT

Desire for proxy disclosures that provide shareholders clearer insight into the Board’s decision-making process on various topics.
Shareholder feedback is communicated directly to our directors and helps inform Board discussions on a range of key areas. Going forward, AIG and the Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation discussions and corporate responsibility issues.
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Ownership of Certain Securities
Ownership of Certain Securities
The following table contains information regarding the only persons who, to the knowledge of AIG, beneficially own more than five percent of AIG common stock at January 31, 2020.
Shares of Common Stock
Beneficially Owned
Name and Address
Number​
Percent​
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
69,457,923(1) 8.0%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
68,668,075(2) 7.9%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
69,367,093(3) 7.9%
(1)
Based on a Schedule 13G/A filed on February 10, 2020 by BlackRock, Inc. reporting beneficial ownership as of December 31, 2019. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.
(2)
Based on a Schedule 13G filed on February 14, 2020 by T. Rowe Price Associates, Inc. reporting beneficial ownership as of December 31, 2019. Item 4 to this Schedule 13G provides details as to the voting and investment power of T. Rowe Price Associates, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.
(3)
Based on a Schedule 13G/A filed on February 12, 2020 by The Vanguard Group reporting beneficial ownership as of December 31, 2019. 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 AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.
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Ownership of Certain Securities​
The following table summarizes the ownership of AIG common stock by (1) each of our directors, (2) each of our executive officers named in the 2019 Summary Compensation Table in “Executive Compensation — 2019 Compensation” and (3) our current directors and executive officers as a group.
AIG Common Stock Owned Beneficially
as of January 31, 2020
Amount and Nature
of Beneficial Ownership(1)(2)​
Percent of
Class​
W. Don Cornwell 23,029    (3)
Douglas A. Dachille 81,581 0.01%
Brian Duperreault 449,247 0.05%
John H. Fitzpatrick 21,822 (3)
Kevin T. Hogan 163,942 0.02%
William G. Jurgensen 33,141    (3)
Christopher S. Lynch 26,354    (3)
Mark D. Lyons 52,083 0.01%
Henry S. Miller 23,184    (3)
Linda A. Mills 13,217    (3)
Thomas F. Motamed 29,716    (3)
Suzanne Nora Johnson 26,658    (3)
Peter R. Porrino 4,746    (3)
Amy L. Schioldager 4,746    (3)
Douglas M. Steenland 27,984    (3)
Therese M. Vaughan 5,746    (3)
Peter Zaffino 235,949 0.03%
All current directors and current executive officers of AIG as a group (24 individuals) 1,359,271 0.16%
(1)
Amount of equity securities shown includes (i) shares of AIG common stock subject to options which may be exercised within 60 days as follows: Duperreault—333,333 shares, Lyons—52,083 shares and Zaffino—222,000 shares; (ii) shares receivable upon the exercise of warrants which may be exercised within 60 days as follows: Duperreault—9 shares, Hogan—139 shares and all current directors and current executive officers of AIG as a group—289 shares; and (iii) DSUs granted to each independent director with delivery of the underlying AIG common stock deferred until such director ceases to be a member of the Board as follows: Cornwell—23,029 shares, Fitzpatrick—21,822 shares, Jurgensen—18,141 shares, Lynch—23,184 shares, Miller—23,184 shares, Mills—13,217 shares, Motamed—4,716 shares, Nora Johnson—26,658 shares, Porrino—4,746 shares, Schioldager—4,746 shares, Steenland—23,184 shares and Vaughan—4,746 shares.
(2)
Amount of equity securities shown excludes the following securities owned by or held in trust for members of the named individual’s immediate family as to which securities such individual has disclaimed beneficial ownership: Fitzpatrick—100 shares.
(3)
Less than .01 percent.
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Delinquent Section 16(a) Reports
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires directors, certain officers, and greater than ten percent holders of AIG common stock to file reports with respect to their ownership of AIG equity securities. Based solely on the review of the Forms 3, 4 and 5 and amendments thereto furnished to AIG and certain representations made to AIG, AIG believes that the only filing deficiencies under Section 16(a) by its directors, officers and greater than ten percent holders during 2019 were amendments to Forms 4 filed by each of Douglas A. Dachille, Kevin T. Hogan and Alessandrea C. Quane reporting shares withheld for the payment of taxes relating to the settlement of restricted stock units (RSUs) that vested at the end of March 2019.
Relationships and Related-Party Transactions
RELATED-PARTY TRANSACTIONS APPROVAL POLICY
The Board of AIG has adopted a related-party transactions approval policy. Under this written policy, any transaction that involves more than $120,000 and would be required to be disclosed in AIG’s Proxy Statement, between AIG or any of its subsidiaries and any director or executive officer, or their related persons, must be approved by the Nominating and Corporate Governance Committee (or, in certain circumstances where it is impractical or undesirable to seek the approval of the full Committee, by its Chair, acting on behalf of the full Committee). In determining whether or not to approve a related-party transaction, the Nominating and Corporate Governance Committee or its Chair, as applicable, considers:

Whether the terms of the transaction are fair to AIG and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or employee of AIG;

Whether there are demonstrable business reasons for AIG to enter into the transaction;

Whether the transaction would impair the independence of a director; and

Whether the transaction would present an improper conflict of interest for any director, executive officer or employee of AIG, taking into account the size of the transaction, the overall financial position of the director, executive officer or employee, the direct or indirect nature of the interest of the director, executive officer or employee in the transaction, the ongoing nature of any proposed relationship and any other factors the Nominating and Corporate Governance Committee or its Chair, as applicable, deems relevant.
AIG did not have any related party transactions in 2019.
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Our Executive Officers   
Our Executive Officers
Each of AIG’s executive officers is elected to a one-year term and serves at the pleasure of the Board of Directors. There are no arrangements or understandings between any executive officer and any other person pursuant to which the executive officer was elected to such position. Information concerning the executive officers of AIG as of the date hereof is set forth below.
Name
Title and Biographical Information
Age​
Served
as
Officer
Since​
Brian Duperreault
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Chief Executive Officer
For information on Mr. Duperreault’s experience, please see “Proposal 1—Election of Directors.”
72​
2017​
Mark D. Lyons
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Executive Vice President and Chief Financial Officer
Mark D. Lyons joined AIG in June 2018 as Senior Vice President and Chief Actuary and was appointed Executive Vice President and Chief Financial Officer in December 2018. From 2012 until joining AIG, Mr. Lyons served as Executive Vice President, Chief Financial Officer and Treasurer at Arch Capital Group, Ltd. (ACGL), a Bermuda-based insurance company. Prior to that role, Mr. Lyons had served in various capacities within Arch Insurance U.S. operations, including as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group. Prior to joining ACGL, Mr. Lyons held various positions at Zurich U.S., Berkshire Hathaway and AIG.
63​
2018​
Peter Zaffino
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President and Global Chief Operating Officer, AIG and
Chief Executive Officer, General Insurance
Peter Zaffino joined AIG in July 2017 as Executive Vice President—Global Chief Operating Officer and was also appointed Chief Executive Officer, General Insurance in November 2017 and President in January 2020. Prior to joining AIG, he served in various roles at Marsh & McLennan Companies (MMC), a global professional services firm, including as Chief Executive Officer of Marsh, LLC from 2011 to 2017 and as Chairman for the Risk and Insurance Services segment of MMC from 2015 to 2017. Prior to that, Mr. Zaffino served as President and Chief Executive Officer of Guy Carpenter, a risk and insurance-focused subsidiary of MMC. Prior to joining Guy Carpenter, he held several senior positions, most recently serving in an executive role with a GE Capital portfolio company.
53​
2017​
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Our Executive Officers   
Name
Title and Biographical Information
Age​
Served
as
Officer
Since​
Douglas A. Dachille
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Executive Vice President and Chief Investment Officer
Douglas A. Dachille joined AIG in September 2015 as Executive Vice President and Chief Investment Officer. Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (First Principles), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer.
55​
2015​
Lucy Fato
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Executive Vice President and General Counsel
Lucy Fato joined AIG in October 2017 as Executive Vice President and General Counsel and also served as Interim Head of Human Resources from October 2018 to July 2019. From October 2016 until joining AIG, she was Managing Director, Head of the Americas and General Counsel of Nardello & Co. LLC, a global private investigative firm. Previously, she worked at S&P Global (formerly known as McGraw Hill Financial), a financial information and analytics corporation, where she served as Executive Vice President and General Counsel from August 2014 to October 2015, and as a Consultant from October 2015 to October 2016. Prior to that, Ms. Fato was Vice President, Deputy General Counsel and Corporate Secretary at Marsh & McLennan Companies from 2005 to 2014. Ms. Fato began her legal career at Davis Polk & Wardwell LLP where she spent fourteen years, including five as a partner in the Capital Markets Group.
53​
2017​
Kevin T. Hogan
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Executive Vice President and Chief Executive Officer, Life and Retirement
Kevin Hogan joined AIG as Chief Executive Officer of Global Consumer Insurance in October 2013 and currently serves as Executive Vice President and Chief Executive Officer, Life and Retirement. Prior to joining AIG, Mr. Hogan was CEO, Global Life for Zurich Insurance Group. Prior to Zurich, Mr. Hogan was previously employed by AIG where he began his career and held various positions in Property Casualty and Life and Retirement.
57​
2013​
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Our Executive Officers   
Name
Title and Biographical Information
Age​
Served
as
Officer
Since​
Thomas B. Leonardi
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Executive Vice President—Government Affairs and Public Policy
Thomas B. Leonardi joined AIG as Executive Vice President—Government Affairs and Public Policy in November 2017. From January 2015 to October 2017, he was a Senior Advisor to Evercore Inc., a global investment banking advisory firm. Previously, Mr. Leonardi was Commissioner of the Connecticut Insurance Department. Prior to his appointment as Commissioner, he was Chairman and Chief Executive Officer of Northington Partners Inc.
66​
2017​
Karen Ling
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Executive Vice President and Chief Human Resources Officer
Karen Ling joined AIG as Executive Vice President and Chief Human Resources Officer in July 2019. From July 2014 until joining AIG, she served as Executive Vice President and Chief Human Resources Officer at Allergan plc., a pharmaceutical company. Prior to Allergan, Ms. Ling was Senior Vice President, Human Resources, for Merck & Co., Inc.’s Global Human Health and Consumer Care businesses worldwide. She previously served as Group Vice President, Global Compensation & Benefits at Schering-Plough prior to its acquisition by Merck. Prior to joining Schering-Plough, Ms. Ling held various positions at Wyeth.
56​
2019​
Seraina Macia
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Executive Vice President and Chief Executive Officer, Blackboard
Seraina Macia joined AIG as Executive Vice President and Chief Executive Officer, Blackboard in July 2017 to lead Blackboard Insurance, our technology-driven subsidiary. She joined AIG in conjunction with AIG’s acquisition from Hamilton Insurance Group, Ltd. of Hamilton USA, an insurance company, of which she served as Chief Executive Officer since October 2016. She was previously employed at AIG as Executive Vice President and Chief Executive Officer of Regional Management & Operations from December 2015 to February 2016 and Senior Vice President and Chief Executive Officer of the EMEA Region from November 2013 to December 2015. Prior to AIG, she served as Chief Executive of North American Property & Casualty at the XL Group. Prior to joining XL Group, Ms. Macia served in various roles at Zurich Insurance Group, including as President and Chief Financial Officer of Zurich North America’s Commercial Specialties business unit and as head of Investor Relations and Rating Agencies for Zurich Financial Services. Previously, Ms. Macia was a founding partner and financial analyst for NZB Neue Zuercher Bank, and she held various management positions in underwriting and finance at Swiss Reinsurance in Switzerland and Australia. Ms. Macia has been a member of the Board of Directors of Credit Suisse Group AG and Credit Suisse AG since April 2015 and currently sits on their Risk Committee.
51​
2017​
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Our Executive Officers   
Name
Title and Biographical Information
Age​
Served
as
Officer
Since​
Naohiro Mouri
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Executive Vice President and Chief Auditor
Naohiro Mouri joined AIG in July 2015 as Senior Managing Director of Asia Pacific Internal Audit and was appointed Executive Vice President and Chief Auditor in March 2018. From November 2013 to July 2015, he was a Statutory Executive Officer, Senior Vice President and Chief Auditor for MetLife Japan and, from July 2007 to November 2013, he was Chief Auditor at JP Morgan Chase for Asia Pacific. He has also held chief auditor positions at Shinsei Bank, Morgan Stanley Japan and Deutsche Bank Japan.
61​
2018​
Alessandrea C. Quane
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Executive Vice President and Chief Risk Officer
Alessandrea Quane joined AIG in 1996 and was appointed to her current tile of Executive Vice President and Chief Risk Officer in February 2016. Previously, Ms. Quane served as Chief Corporate Actuary from March 2015. Prior to that role, she has served in a number of positions at AIG, including Chief Risk Officer of AIG Property Casualty, Head of Enterprise Risk Strategy for AIG Property Casualty and Chief Risk Officer for Growth Economics, Europe & Global Specialty Lines. Prior to her tenure with AIG, she held various roles at The Allstate Corporation.
50​
2016​
John P. Repko
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Executive Vice President and Chief Information Officer
John P. Repko joined AIG in September 2018 as Executive Vice President and Chief Information Officer. Additionally, he leads Global Sourcing. Prior to joining AIG, he was Vice President and Global Chief Information Officer of Johnson Controls International plc, a technology and industrial company, taking up this position with the merger of Johnson Controls, Inc. and Tyco International plc. Previously, he worked at Tyco International plc as Senior Vice President, Chief Information Officer and Enterprise Transformation Leader from 2012 to 2016. Prior to joining Tyco International plc, Mr. Repko held various chief information officer roles at Covance Inc., SES Global and General Electric’s GE Americom division.
57​
2018​
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Executive Compensation  LETTER FROM THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE
Executive Compensation
LETTER FROM THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE
The AIG Board and CMRC are committed to the highest standards of corporate governance and to overseeing an effective executive compensation program that reflects our shareholders’ best interests.
WHAT WE LEARNED FROM ENGAGING WITH OUR SHAREHOLDERS—AND WHAT WE CHANGED
Given the results of our 2018 and 2019 say-on-pay votes, a key focus of our ongoing engagement with shareholders in 2019 was to further understand their views with respect to our compensation programs. Our Independent Chair and the CMRC Chair participated in many of these engagement meetings, alongside our General Counsel, Chief Human Resources Officer, Corporate Secretary, Head of Executive Compensation and Head of Investor Relations. Based on the feedback received, we made responsive changes and refinements to our compensation programs.
Shareholders told us they wanted greater clarity around performance and pay decisions, fewer subjective STI metrics and increased use of relative metrics. We have made the following changes in response to these points:

Enhanced the Compensation Discussion and Analysis to improve clarity; in particular, we report metrics for all relevant businesses to enable shareholders to fully understand the Chief Executive Officer’s and other named executive officers’ (named executives) business quantitative performance scores under our STI plan

Eliminated subjective STI measures for business unit and headquarters quantitative performance, with a focus on empirical operating metrics

Used three relative performance metrics: (1) relative Calendar Year Combined Ratio for General Insurance, (2) performance relative to benchmarks for Investments and (3) relative TSR for AIG long-term performance

Added a TSR cap to PSU awards granted in 2019, limiting payouts to target if three-year returns are ranked below our median peer company
2019 PERFORMANCE
2019 was an important year in the continued turnaround of the General Insurance business, as well as the broader transformation of AIG, building on the leadership and structural changes made since mid-2017. AIG’s financial performance in 2019 reflected the significant progress being made on the execution of management’s strategy to position AIG for long-term, sustainable growth:

General Insurance showed significant improvement, with the business achieving a full-year underwriting profit for the first time in several years

Life and Retirement delivered consistent, solid results

Net Investment Income performance was above benchmarks

AIG’s Legacy portfolio was effectively managed with the signing of an agreement to sell a majority stake in Fortitude

2019 TSR of 37% outperformed the median of the S&P 500 Insurance Companies and the S&P 500 as a whole
These strong results are reflected in the decisions we made with respect to our 2019 compensation programs, aligning with our overall pay for performance philosophy. We believe that enhancements made to our Compensation Discussion and Analysis provide insight into our decision-making process as it relates to executive compensation.
LOOKING AHEAD
We are confident that our refined executive compensation programs attract, retain, reward and incentivize a committed world-class team of executives as AIG continues its journey to become both a leading insurance franchise and a top performing company.
On behalf of the Compensation and Management Resources Committee
Compensation and Management Resources Committee
W. Don Cornwell (Chair) Henry S. Miller Linda A. Mills Thomas F. Motamed Therese M. Vaughan
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
OUR COMPENSATION DISCUSSION AND ANALYSIS AT A GLANCE
Named Executives
42
Executive Summary
43
AIG’s Journey | 2019 Performance Highlights | Shareholder Engagement | Overview of 2019 Compensation Program and Decisions | Alignment of Pay with Shareholder Experience
AIG’s Journey
48
AIG’s Journey and Aligning Compensation with Strategy | 2019 Performance Highlights
Shareholder Engagement
50
Our Approach | Our Response to Shareholder Feedback on Executive Compensation
Compensation Design
52
Our Philosophy | Compensation Best Practices | Balanced Compensation Framework | Use of Market
Data
2019 Compensation Decisions and Outcomes
56
2019 Target Direct Compensation | 2019 Base Salary | 2019 Short-Term Incentive Awards | 2019 Long-Term Incentive Awards | Assessment of 2017 Performance Share Units | Long-Term Incentive Award History | Indirect Elements of Compensation
Compensation Governance
76
Role of the CMRC | The Annual Process | Compensation Risk
Additional Information
79
Use of Non-GAAP Financial Metrics | Tax and Accounting Considerations
NAMED EXECUTIVES
Named Executive
Title
Brian Duperreault Chief Executive Officer*
Mark D. Lyons Executive Vice President and Chief Financial Officer
Peter Zaffino President and Global Chief Operating Officer, AIG and Chief Executive Officer, General Insurance**
Douglas A. Dachille Executive Vice President and Chief Investment Officer
Kevin T. Hogan Executive Vice President and Chief Executive Officer, Life and Retirement
*
Mr. Duperreault also served as President during 2019.
**
Mr. Zaffino was promoted to President effective January 1, 2020. During 2019, Mr. Zaffino served as Executive Vice President—General Insurance and Global Chief Operating Officer, AIG.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
EXECUTIVE SUMMARY
AIG’s Journey
In 2017 and 2018, management focused on foundational changes, particularly in General Insurance, that resulted in broad-based improvement across all segments of AIG as evidenced by 2019’s financial performance. Last year, management began working on AIG 200, a global, multi-year effort focused on the long-term strategic positioning of AIG and a top priority for 2020. The four core objectives of AIG 200 are: (1) achieving underwriting excellence; (2) modernizing AIG’s operating infrastructure; (3) enhancing user and customer experiences; and (4) becoming a more unified company. As AIG strives for operational excellence, our executive compensation programs will similarly evolve as the journey continues.
2019 Performance Highlights
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*
Accident Year Combined Ratio, As Adjusted is a Non-GAAP financial measure. See Appendix A for a reconciliation showing how this measure is calculated from our audited financial statements.
These key accomplishments in 2019 are reflected in the outcomes for our STI program, with 2019 awards to named executives ranging from 113%-200% of target.
Shareholder Engagement

Reached out to holders of over 67% of our shares

Held 32 meetings (with holders of approximately 54% of our shares)

Independent director participation
In 2019, we continued to engage shareholders on a number of corporate governance matters, including say-on-pay. The feedback we received was clear—shareholders indicated they want to see greater clarity on performance metrics underlying the headquarters STI score, use of fewer subjective STI performance metrics, use of some relative metrics and that TSR be taken into account in determining compensation.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
In response to this feedback, the CMRC made several changes to AIG’s executive compensation programs:
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The Board and CMRC are committed to an ongoing dialogue with shareholders and view these discussions and feedback as important input into the review of AIG’s executive compensation programs and other governance and sustainability practices. A more detailed description of compensation-related feedback from shareholders and changes made in response is included under “—Shareholder Engagement” beginning on page 50. Additional information on our year-round shareholder engagement program can be found under “Year-Round Shareholder Engagement” beginning on page 31.
Overview of 2019 Compensation Program and Decisions

CEO base salary and STI bonus target unchanged since appointment

No modifier applied to CEO 2019 target LTI opportunity
Our executive compensation program is designed to incentivize and reward performance that supports long-term value creation, while taking into account the experience of our shareholders. This is achieved through a balanced pay mix that is weighted towards at-risk pay, featuring variable and performance-based pay and a combination of STI and LTI performance metrics that focus on insurance profitability and operational excellence.
The table below summarizes our 2019 compensation program and decisions for each named executive.
2019 Compensation Component
Duperreault​
Lyons​
Zaffino​
Dachille​
Hogan​
Target compensation, informed by market practices in our peer group
Base Salary $ 1,600,000 $ 1,000,000 $ 1,400,000 $ 1,250,000 $ 1,250,000
Target STI $ 3,200,000 $ 1,700,000 $ 3,000,000 $ 2,500,000 $ 2,250,000
Target LTI $ 11,200,000 $ 3,300,000 $ 5,600,000 $ 4,250,000 $ 4,000,000
Target Direct Compensation $ 16,000,000 $ 6,000,000 $ 10,000,000 $ 8,000,000 $ 7,500,000
Compensation decisions, informed by target compensation and business and individual performance
2019 STI Percent of Target Earned (Business Score x
Individual Score)
185%
172%
200%
181%
113%
2019 Actual STI Award $ 5,920,000 $ 2,924,000 $ 6,000,000 $ 4,525,000 $ 2,542,500
2019 LTI Individual Modifier
112%
150%
108%
2019 Target LTI Grant $ 11,200,000 $ 3,700,000 $ 8,400,000 $ 4,600,000 $ 4,000,000
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
Given our strong performance in 2019, the CMRC approved a STI award of 185% of target for the Chief Executive Officer and awards ranging from 113%-200% of target for the other named executives. This reflected a combination of results achieved against quantitative business metrics and individual performance scorecards, based on operational and strategic goals.
The table below shows the business unit and headquarter performance scores applicable to the named executives.
Business
Metric
Metric
Weighting
Achieved
Business
Quantitative
Performance
General Insurance
Accident Year Combined Ratio, As Adjusted, including Actual Catastrophe Losses(1)
60%
139%
144%
Calendar Year Combined Ratio Relative to Peers(1)(2)
25%
150%
General Operating Expense(1) 15%
150%
Life and Retirement
Total Transaction Value(1) 30%
110%
113%
Normalized Return on Attributed Common Equity(1)
30%
100%
General Operating Expense(1) 20%
129%
Fortitude Quantitative Performance Score 20%
123%
Investments
Performance Relative to Benchmark(3) 45%
132%
129%
Strategic Asset Allocation (SAA) 25%
125%
General Operating Expense (net of third-party
income)(1)
10%
145%
Fortitude Quantitative Performance Score 20%
123%
Fortitude
Operating Expense Management 20%
150%
123%
Monetization of Fortitude 40%
83%
Operational Readiness 40%
150%
Headquarters
Business Unit Quantitative Performance Scores
80%
129%(4)
123%
General Operating Expense(1) 20%
100%
Above Target (101%-150% payout)    Target (100% payout)    Threshold (50%-99% payout)    Below Threshold (0% payout)
(1)
We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.
(2)
AIG measures Calendar Year Combined Ratio relative to peers based on the weighted average (based on net premiums earned) Calendar Year Combined Ratio of the General Insurance Peer Group. See “—Compensation Design—Use of Market Data” on page 55 for detail on the General Insurance Peer Group used for this performance metric.
(3)
AIG measures portfolio performance relative to a benchmark based on the estimated return of peers net of risk, taxes, expenses and the risk-free rate. Peer-based benchmarks are constructed and comprised of individual asset-class benchmarks weighted at peer-group asset allocations based on statutory filings.
(4)
Represents the weighted average of quantitative performance scores for the following business units, calculated based on 2019 budgeted attributed common equity: General Insurance (46.5%), Life and Retirement (36.9%) and Fortitude (16.6%): (46.5% x 144%) + (36.9% x 113%) + (16.6% x 123%) = 129%.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
Long-term incentive modifiers applied to LTI grants made in March 2019 ranged from 100% (i.e., no adjustment) for Messrs. Duperreault and Hogan to 150% for Mr. Zaffino. In determining whether to modify the LTI grant value from the target value, the CMRC considered the complexity of expected contributions of the named executives over the three-year performance period and, particularly in 2019, where some named executives held more than one role within AIG.
Additional information on target compensation and the decisions made regarding performance outcomes and LTI award individual modifiers can be found under “—2019 Compensation Decisions and Outcomes,” beginning on page 56.
Alignment of Pay with Shareholder Experience

Performance-based equity awards made to CEO through 2018 valued at 20% of target

Average aggregate realized value of performance-based equity awards made to named executives from 2015-2018 of 18.2%
Our executive compensation program aligns pay with performance, as demonstrated through a compensation framework where 90% of our Chief Executive Officer’s annual target total direct compensation is variable or “at-risk.” We also seek to align pay with shareholder experience by employing metrics and vehicles that reward both in-year delivered performance and leading performance indicators critical to long-term success. For example, despite the strong performance delivered in 2019, PSUs granted in 2017 paid out at 0%. This outcome was due to AIG’s TSR over the three-year period ending on December 31, 2019 ranking below the lower quartile relative to peers as the impact of legacy management strategies continued to significantly and negatively impact financial results.
The alignment of pay for performance with the experience of our shareholders is further evidenced in the value of the performance-based portion of our LTI plan awards granted over the last four years. Relative to the target value at the date of grant, as of December 31, 2019, the value of our PSUs and stock options granted between 2015 and 2018 is substantially below target—an average of 18.2% of target for our named executives. This reflects little or no vesting of PSUs and share price translating into underwater stock options.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
PERFORMANCE SHARE UNIT
PAY FOR PERFORMANCE HISTORY
FOR THE LAST THREE COMPLETED PERFORMANCE CYCLES
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PRE-2019 LONG-TERM INCENTIVE PAY FOR PERFORMANCE
VALUE OF 2015-2018 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS)
AS OF DECEMBER 31, 2019*
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
AIG’S JOURNEY
AIG’s Journey and Aligning Compensation with Strategy
As AIG continues its journey to become a leading insurance franchise and a top performing company, the CMRC will continue to refine and evolve compensation programs to ensure alignment.
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2019 Performance Highlights
In 2019, the impact of the foundational steps AIG has taken since late 2017 to improve performance through management and structural changes and the General Insurance turnaround was evident in our improved full-year financial results. This includes significant improvement in General Insurance performance, continued solid results from Life and Retirement, Net Investment Income performance above benchmarks and efficient management of our Legacy portfolio. In addition, AIG’s TSR in 2019 outperformed the median of the S&P 500 Insurance Companies and the S&P 500 as a whole.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
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*
Accident Year Combined Ratio, As Adjusted is a Non-GAAP financial measure. See Appendix A for a reconciliation showing how this measure is calculated from our audited financial statements.
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*
TSR calculated based on (1) the average stock prices for the month preceding the first day of the performance period; and (2) the average stock prices for the final month of the performance period.
**
Represents the median of the S&P 500 Insurance Companies.
These key accomplishments in 2019, together with efforts that began in 2019 on AIG 200, are reflected in the outcomes for our STI program, with 2019 awards to named executives ranging from 113%-200% of target.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
SHAREHOLDER ENGAGEMENT
Our Approach
The CMRC views shareholder feedback as an important input into its decisions on executive compensation. In 2018 and 2019, while the majority of shareholders voted in favor of our compensation programs, levels of support dropped in light of our lagging share performance. In 2019, we expanded our shareholder outreach to gain additional insights and reinforce our commitment to incorporate shareholder feedback in the CMRC’s decision-making process.
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For more details regarding our year-round shareholder engagement program and feedback in areas beyond executive compensation, see “Year-Round Shareholder Engagement” beginning on page 31.
Our Response to Shareholder Feedback on Executive Compensation
During engagement meetings with shareholders, we heard significant support for the recent modifications made to our executive compensation program that balance attracting, retaining, rewarding and incentivizing world-class talent during a significant turnaround and transformational journey against the desire to align pay with shareholder experience. In particular, without exception, our shareholders expressed strong support for our Chief Executive Officer, Brian Duperreault, and the executive leadership team he has assembled.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
The feedback also highlighted opportunities to enhance our business and talent strategy and clarify our disclosure. The CMRC valued this feedback and responded as summarized below.
Area of
Change
Concerns
AIG Response to Shareholder Concerns
Short-Term Incentive Design
Use of subjective metrics

All business unit and headquarters performance metrics are now empirical with quantifiable operating goals associated with the achievement of  “threshold”, “target” and “exceeds target”

Greater relevance of metrics as business drivers
Insufficient strategic alignment

Metrics introduced in 2019 to align with business focus on insurance profitability:

General Insurance: Calendar Year Combined Ratio improvement

All named executives: operating expense management

Business and individual scorecard outcomes combined on a multiplicative basis, meaning if either element is zero, no bonus will be awarded
Lack of relative metrics

New 2019 General Insurance Calendar Year Combined Ratio improvement measured on a relative basis against peers

Retained performance relative to benchmark metric for Investments
Long-Term Incentive Design
Risk of misalignment with the shareholder experience

Three-year relative TSR metric added to 2019 PSU metrics

If AIG’s three-year TSR ranks below its median peer company, the 2019 PSU payout will be capped at 100% of target regardless of performance in other areas (Accident Year Combined Ratio, As Adjusted, including Average Annual Losses; Core Normalized Book Value Per Common Share and Core Normalized Return on Attributed Common Equity)*

TSR peer group comprised of other S&P 500 Insurance Companies
Insufficient emphasis on three-year performance
Lack of relative metrics
Use of modifier for CEO LTI grant

No individual modifier applied to CEO 2019 target LTI opportunity
Lack of Clarity in Disclosure
CEO STI calculation

Full disclosure of all metrics and achievements in determining the CEO’s STI award (see pages 58-62 )
Individual performance determination

Full disclosure of CEO’s individual scorecard and achievements (see page 61)

Full disclosure of other named executives’ achievements (see pages 63-67)
Application of discretion

No discretion was applied by the CMRC with respect to 2019 STI plan award outcomes
Individual LTI modifiers

Enhanced explanation regarding decisions related to individual modifiers used in approving target LTI grants (see page 69)
*
We make adjustments to U.S. GAAP financial measures for certain of our long-term incentive metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
COMPENSATION DESIGN
Our Philosophy

Long-term oriented

Strategically aligned

Risk-balanced

Talent attracting

Stakeholder informed
Our compensation philosophy is based on a set of foundational principles that guide both how we structure our compensation program and how we reach compensation decisions. It is intended to be long-term oriented and risk-balanced, enabling us to deploy the best talent across our company for our various business needs.
Consistent with this philosophy, the CMRC evaluates and adjusts the programs annually, balancing our strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to meet their intended purpose.
Principle
Component
How We Apply It
We attract and retain the best talent Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for our various business needs

Compensation levels set with reference to market data for talent peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent
We pay for performance
Create a pay for performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance
Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits

Majority of compensation is variable and at-risk

Incentives tied to AIG performance, business performance and individual contributions

Objective performance measures and goals used, which are clearly disclosed

Compensation provides significant upside and downside potential for superior and under performance
We align interests with our shareholders
Motivate all AIG employees to deliver long-term sustainable and profitable growth, 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 a meaningful component of their compensation is provided in equity
Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of AIG by rewarding both annual and long-term performance
Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation

Majority of compensation delivered in equity-based vehicles

Majority of equity-based compensation is performance-based, in the form of PSUs and stock options

Named executives subject to risk management policies, including a clawback policy, share ownership requirements both during and for a period following employment and anti-hedging and pledging policies

Performance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
Compensation Best Practices
AIG is 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.
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Balanced Compensation Framework
Our compensation program is designed to give appropriate weighting to fixed and variable pay, short and long-term performance and business unit and enterprise-wide contributions. We provide three elements of annual total direct compensation (TDC): base salary, an STI award and an LTI award in the form of PSUs, stock options and RSUs. Our annual target TDC and mix of components is set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits.
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
2019 CEO ANNUAL TARGET TOTAL
DIRECT COMPENSATION
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2019 AVERAGE ANNUAL TARGET TOTAL DIRECT
COMPENSATION OF OTHER NAMED EXECUTIVES
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LONG-TERM EQUITY INCENTIVE AWARD ALLOCATION
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Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
Use of Market Data

Three peer groups

Reflect competitors for talent, business and investors
We use data about our relevant peer groups to support the key principles of our compensation philosophy, including attracting and retaining the best talent and paying for performance.
AIG used three distinct peer groups to evaluate the 2019 executive compensation programs. The Compensation Peer Group provides perspective and data reflecting compensation levels and insight into pay practices in companies who draw from the same pool of talent that AIG draws from. The General Insurance Peer Group represents a group of property and casualty insurers who are similar to AIG and use calendar year combined ratio as a measure of insurance profitability. The CMRC selected the S&P 500 Insurance Companies as the AIG Relative TSR Peer Group due to its similarity to AIG in key statistics including market cap, revenue and three-year historical stock price volatility. We believe that these companies reflect reference points that many of our shareholders consider when assessing AIG’s performance. General Insurance is the only business that references a unique peer group in its 2019 STI plan performance metrics.
Peer Group
Purpose
Constituents
Compensation Peer Group
Serves as a benchmark to inform decisions for senior executive and non-employee director compensation levels and practices
Data used to establish 2019 target compensation levels
24 Companies
Aetna, Inc.
Aflac Inc.
The Allstate Corporation
American Express Company
Ameriprise Financial, Inc.
Bank of America Corporation
Bank of New York Mellon
BlackRock, Inc.
Capital One Financial Corp.
Chubb Limited
CIGNA Corporation
Citigroup Inc.
Hartford Financial Services
Invesco Ltd.
JPMorgan Chase & Co.
Lincoln National Corporation
Marsh & McLennan Companies, Inc.
MetLife Inc.
Principal Financial Group, Inc.
Prudential Financial Inc.
T. Rowe Price Group, Inc.
The Travelers Companies Inc.
U.S. Bancorp
Wells Fargo & Company
General Insurance Peer Group
Determines the level of payout in respect of 2019 STI awards related to the calendar year combined ratio metric, weighted at 25%
5 Companies
AXA Group
Chubb Limited
Lloyd’s of London
Tokio Marine Holdings, Inc.
Zurich Insurance Group Ltd
AIG Relative TSR Peer Group
Applies as a cap in determining the level of vesting for 2019 PSU awards, in conjunction with three operational measures (Accident Year Combined Ratio, As Adjusted, including Average Annual Losses; Core Normalized Book Value Per Common Share and Core Normalized Return on Attributed Common Equity)*; ensures alignment between payout level and shareholder experience
20 Companies (S&P 500 Insurance Companies)
Aflac Inc.
Assurant, Inc.
Arthur J. Gallagher & Co.
The Allstate Corporation
Aon plc
Chubb Limited
Cincinnati Financial Corporation
Everest Re Group, Ltd.
Hartford Financial Services
Lincoln National Corporation
Loews Corporation
Marsh & McLennan Companies, Inc.
MetLife Inc.
Principal Financial Group, Inc.
The Progressive Corporation
Prudential Financial Inc.
Globe Life Inc.
The Travelers Companies Inc.
Unum Group
Willis Towers Watson, plc.
*
We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.​
2020 Proxy Statement[MISSING IMAGE: lg_aig2020-folio.gif]55

TABLE OF CONTENTS
Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS
2019 COMPENSATION DECISIONS AND OUTCOMES
2019 Target Direct Compensation
In the first quarter of 2019, the CMRC established target compensation for our named executives, comprising base salary, a target STI opportunity and a target LTI opportunity.
2019 Compensation Component
Duperreault
Lyons
Zaffino
Dachille
Hogan
Base Salary
$1,600,000
$1,000,000
$1,400,000
$1,250,000
$1,250,000
Target Short-Term Incentive
$3,200,000
$1,700,000
$3,000,000
$2,500,000
$2,250,000
Target Long-Term Incentive
$11,200,000
$3,300,000
$5,600,000
$4,250,000
$4,000,000
Target Direct Compensation
$16,000,000
$6,000,000
$10,000,000
$8,000,000
$7,500,000
Actual STI awards will vary from target based on a combination of business and individual scorecard outcomes. The LTI award grants can vary from target based on the CMRC’s assessment of a range of factors, including consideration of the complexity of expected contributions and the desire to enhance retention and/or provide incremental incentive for future success over the three-year performance period. Further information on the design and outcomes in relation to each of these elements of compensation is described below.
2019 Base Salary
At a Glance:

Fixed cash compensation

Represents approximately 10%-17% of a named executive’s annual target direct compensation

Effective in March of each year, or on a change in role where appropriate
Base salary is intended to fairly compensate the executive for the responsibilities of his position, achieve an appropriate balance of fixed and variable pay and provide the executive with sufficient liquidity to discourage excessive risk-taking. 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 role scope, experience, skillset, performance and salaries for comparable positions within the Compensation Peer Group. The following salaries were approved for 2019, effective as of March 2019.
Named Executive
2018 Base Salary​
2019 Base Salary​
Percent Increase
in 2019​
Brian Duperreault