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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American International Group, Inc.

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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;

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•

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

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•

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

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Signing an agreement to sell a majority interest in Fortitude Group Holdings, LLC, reflecting a significant milestone in de-risking our Legacy portfolio.

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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,

​	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.	​

Table of Contents

​	Executive Summary	​	​	​	​	1	​	​
​	Proposal 1—Election of Directors	​	​	​	​	10	​	​
​	Corporate Governance	​	​	​	​	17	​	​
​	Our Corporate Governance Practices	​	​	​	​	17	​	​
​	Director Independence	​	​	​	​	18	​	​
​	Board Effectiveness	​	​	​	​	18	​	​
​	Board Composition and Refreshment	​	​	​	​	20	​	​
​	Areas of Board Oversight	​	​	​	​	21	​	​
​	Committees	​	​	​	​	23	​	​
​	Compensation of Directors	​	​	​	​	27	​	​
​	Corporate Governance Materials Available on our Website	​	​	​	​	30	​	​
​	Year-Round Shareholder Engagement	​	​	​	​	31	​	​
​	Ownership of Certain Securities	​	​	​	​	34	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	36	​	​
​	Relationships and Related-Party Transactions	​	​	​	​	36	​	​
​	Our Executive Officers	​	​	​	​	37	​	​
​	Executive Compensation	​	​	​	​	41	​	​
​	Letter from the Compensation and Management Resources Committee	​	​	​	​	41	​	​
​	Compensation Discussion and Analysis	​	​	​	​	42	​	​
​	Report of the Compensation and Management Resources Committee	​	​	​	​	80	​	​
​	2019 Compensation	​	​	​	​	81	​	​
​	Holdings of and Vesting of Previously Awarded Equity	​	​	​	​	84	​	​
​	Post-Employment Compensation	​	​	​	​	86	​	​
​	Potential Payments on Termination	​	​	​	​	89	​	​
​	Pay Ratio	​	​	​	​	94	​	​
​	Equity Compensation Plan Information	​	​	​	​	95	​	​
​	Proposal 2—Non-Binding Advisory Vote to Approve Executive Compensation	​	​	​	​	96	​	​
​	Background to Proposals 3 and 4	​	​	​	​	98	​	​
​	Proposal 3—Approval of Amendment and Restatement of AIG’s Amended and Restated Certificate of Incorporation	​	​	​	​	101	​	​

​	Proposal 4—Ratification of Amendment No. 3 to the American International Group, Inc. Tax Asset Protection Plan	​	​	​	​	107	​	​
​	Report of the Audit Committee and Ratification of Selection of Accountants	​	​	​	​	110	​	​
​	Report of the Audit Committee	​	​	​	​	110	​	​
​	Proposal 5—Ratification of Selection of PricewaterhouseCoopers LLP	​	​	​	​	112	​	​
​	Fees Paid to PricewaterhouseCoopers LLP	​	​	​	​	113	​	​
​	Proposal 6—Shareholder Proposal on Special Shareholder Meetings	​	​	​	​	115	​	​
​	Shareholder Proposal	​	​	​	​	115	​	​
​	AIG Statement in Opposition	​	​	​	​	116	​	​
​	Voting Instructions and Information	​	​	​	​	119	​	​
​	Other Matters	​	​	​	​	124	​	​
​	Other Matters to be Presented at the 2020 Annual Meeting of Shareholders	​	​	​	​	124	​	​
​	Shareholder Proposals for the 2021 Annual Meeting	​	​	​	​	124	​	​
​	Communications with the Board of Directors	​	​	​	​	124	​	​
​	Electronic Delivery of Proxy Materials	​	​	​	​	124	​	​
​	Important Notice Regarding Delivery of Shareholder Documents	​	​	​	​	125	​	​
​	Incorporation by Reference	​	​	​	​	125	​	​
​	Cautionary Statement Regarding Forward-Looking Information	​	​	​	​	126	​	​
​	Non-GAAP Financial Measures	​	​	​	​	A-1	​	​
​	Proposed American International Group, Inc. Amended and Restated Certificate of Incorporation	​	​	​	​	B-1	​	​
​	American International Group, Inc. Tax Asset Protection Plan	​	​	​	​	C-1	​	​
​	Amendment No. 1 to the American International Group, Inc. Tax Asset Protection Plan	​	​	​	​	D-1	​	​
​	Amendment No. 2 to the American International Group, Inc. Tax Asset Protection Plan	​	​	​	​	E-1	​	​
​	Amendment No. 3 to the American International Group, Inc. Tax Asset Protection Plan	​	​	​	​	F-1	​	​

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

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.

2020 Proxy Statement1​

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.

22020 Proxy Statement

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.

*

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.

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**

Represents the median of the insurance sector (GICS 4030) companies in the S&P 500 (S&P 500 Insurance Companies).

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2020 Proxy Statement3​

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:

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.

*

Mr. Duperreault also served as President during 2019.

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42020 Proxy Statement

Executive Summary​

2019 PERFORMANCE-BASED COMPENSATION AND ALIGNMENT OF PAY WITH SHAREHOLDER EXPERIENCE

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.

2020 Proxy Statement5​

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

62020 Proxy Statement

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.

(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

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(2)

Mr. Steenland, as Independent Chair of the Board, is an ex-officio, non-voting member of all Board Committees.

​

2020 Proxy Statement7​

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

INDEPENDENT DIRECTOR NOMINEE
TENURE

INDEPENDENT DIRECTOR NOMINEE
DIVERSITY

82020 Proxy Statement

Executive Summary  ​

STRONG CORPORATE GOVERNANCE PRACTICES

2020 Proxy Statement9​

Proposal 1—Election of Directors

Proposal 1—Election of Directors

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​

2020 Proxy Statement11​

Proposal 1—Election of Directors

122020 Proxy Statement

Proposal 1—Election of Directors​

2020 Proxy Statement13​

Proposal 1—Election of Directors

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Proposal 1—Election of Directors​

2020 Proxy Statement15​

Proposal 1—Election of Directors

162020 Proxy Statement

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.

2020 Proxy Statement17​

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

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:

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

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Chairing Board meetings and executive sessions of the independent directors;

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

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

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Overseeing distribution of information and reports to the Board;

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

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

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Participating in engagement with shareholders.

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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

182020 Proxy Statement

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.

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.

2020 Proxy Statement19​

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;

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•

commitment to representing the long-term interests of AIG;

​

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

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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.

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

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.

202020 Proxy Statement

Corporate Governance AREAS OF BOARD OVERSIGHT​

DIVERSITY CONSIDERATION

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

2020 Proxy Statement21​

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.

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.

222020 Proxy Statement

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.

C

= Chair

​

■

= Member

​

♦

Mr. Steenland, as Independent Chair of the Board, is an ex-officio, non-voting member.

​

2020 Proxy Statement23​

Corporate Governance COMMITTEES

242020 Proxy Statement

Corporate Governance COMMITTEES​

2020 Proxy Statement25​

Corporate Governance COMMITTEES

262020 Proxy Statement

Corporate Governance COMPENSATION OF DIRECTORS​

COMPENSATION OF DIRECTORS

The following table describes the compensation structure for AIG’s independent directors in 2019.

2019 COMPENSATION STRUCTURE FOR INDEPENDENT DIRECTORS

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).

2020 Proxy Statement27​

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.

282020 Proxy Statement

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

(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.

​

2020 Proxy Statement29​

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

(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.

302020 Proxy Statement

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.

2020 Proxy Statement31​

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.

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

​

322020 Proxy Statement

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.

2020 Proxy Statement33​

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.

(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.

​

342020 Proxy Statement

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.

(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.

​

2020 Proxy Statement35​

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.

362020 Proxy Statement

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.

2020 Proxy Statement37​

Our Executive Officers   

​

382020 Proxy Statement

Our Executive Officers   ​

2020 Proxy Statement39​

Our Executive Officers   

402020 Proxy Statement

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

2020 Proxy Statement41​

​	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 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	​

​

​

​

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

​

​

​

​

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%

​

​

​

​

•

​

​

​

​

Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS

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.

482020 Proxy Statement

Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS​

*

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.

​

*

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.

2020 Proxy Statement49​

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.

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.

502020 Proxy Statement

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.

*

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.

​

2020 Proxy Statement51​

Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION DESIGN

Our Philosophy

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.

522020 Proxy Statement

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.

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.

2020 Proxy Statement53​

Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS

542020 Proxy Statement

Executive Compensation  COMPENSATION DISCUSSION & ANALYSIS​

Use of Market Data

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.