UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
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| American International Group, Inc. | ||
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A Letter from our Chairman & Chief Executive Officer | |||||
 Peter Zaffino Chairman & Chief Executive Officer | Dear Fellow Shareholders: | ||||
As we approach AIG’s 2023 Annual Meeting of Shareholders, I would like to share highlights from 2022, a year where we made significant progress across our strategic priorities and delivered significant value to our shareholders and other stakeholders. Our most significant accomplishment last year was completing the Initial Public Offering (IPO) of Corebridge Financial, Inc. (Corebridge) in September. We completed the IPO, the largest in the United States in 2022, notwithstanding significant volatility and complexity in the equity capital markets. We also made significant progress on the operational separation of Corebridge from AIG, including creating Investment groups for each company with investment strategies aligned to their businesses. Over the last couple of years, we entered into strategic partnerships with Blackstone and BlackRock, and are benefiting from their scale and investment expertise. Through the end of 2022, we transferred approximately $50 billion and $150 billion of assets, respectively, to these partners. Separately, our multi-year effort to remediate the General Insurance portfolio led to significant improvement in the financial results of this business over the last few years and, particularly in 2022, which resulted in the strongest underwriting profitability AIG has ever achieved. Underwriting income was $2 billion, representing the second consecutive year with $1 billion or more of earnings improvement. Our General Insurance global portfolio has been completely overhauled and is well positioned for continued profitable and sustainable growth. With respect to the balance sheets of AIG and Corebridge, throughout 2022, we executed on multiple capital market transactions to establish a strong balance sheet for Corebridge as a standalone company while strengthening AIG’s balance sheet. These actions, coupled with our impressive financial performance in 2022, allowed us to return over $6 billion to shareholders through $5.1 billion of share repurchases and $1 billion of dividends while reducing AIG’s debt outstanding by over $9 billion. Additionally, in March 2022, we introduced a new Purpose statement for AIG: “To Discover New Potential by Reimagining What AIG Can Do For You,” which demonstrates our optimism about the future and how we plan to continue leading the industry, enabling progress, and delivering value in an ever-changing and increasingly complex landscape. This Purpose statement is underpinned by five core values: Take ownership, Set the standard, Win together, Be an ally, and Do what’s right. Committing to our values at every level of the organization and embedding them in our day-to-day interactions is critical to strengthening AIG's culture of continuous improvement and aligning behaviors around shared goals, particularly as we look to the future state of AIG post de-consolidation of Corebridge. | |||||
AIG 2023 PROXY STATEMENT 1
With respect to the AIG Board of Directors, since our last Annual Meeting of Shareholders, we continued our thoughtful approach to director refreshment. John Rice, who joined the Board in March 2022, assumed the role of Lead Independent Director in January 2023. John is an experienced former senior executive, a seasoned public company director, and a thoughtful and respected member of AIG’s Board. We also added three new directors and built a strong pipeline of candidates for the future. We were pleased to welcome Paola Bergamaschi in December 2022 and more recently, Diana Murphy and Vanessa Wittman, in March 2023. All three bring unique skills, experience, and personal attributes that will enhance the effectiveness of our Board. More information about each of our director nominees can be found in this Proxy Statement. As previously announced, Doug Steenland, who served as a director since 2009, Non-Executive Chairman from 2015 until 2021, and Lead Independent Director through 2022, decided not to stand for re-election this year. In January 2023, we announced that Tom Motamed decided to retire from the Board for health reasons. And, earlier this month, we announced that Jerry Jurgensen, a director since 2013, decided to retire and not stand for re-election at the 2023 Annual Meeting. We and our stakeholders benefited from having Doug, Tom and Jerry on the Board of Directors, and, on behalf of all AIG directors, I want to thank them for their many contributions. The Board encourages you to read this Proxy Statement and the accompanying Annual Report, and we welcome you to join AIG’s virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2023 on Wednesday, May 10, 2023, at 11:00 a.m. Eastern Time. Thank you for your continued investment in and support of AIG. I am very optimistic about our future as we continue AIG's journey to become a top performing company delivering excellence in all that we do. Sincerely,  Peter Zaffino Chairman & Chief Executive Officer | |||||
2 AIG 2023 PROXY STATEMENT
| Notice of Annual Meeting of Shareholders | 2023 Annual Meeting of Shareholders to be Held Virtually: This year’s meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2023 Date and Time: May 10, 2023 11:00 a.m. Eastern Time | ||||
Matters to be Voted On:
1.Election of the Ten Director Nominees Named in this Proxy Statement
2.Advisory Vote to Approve Named Executive Officer Compensation
3.Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023
4.Consideration of the Shareholder Proposal in this Proxy Statement, if Properly Presented at the Annual Meeting
5.Other business, if Properly Presented at the Annual Meeting
Your vote is very important. We encourage you to vote.
Who May Vote:
If you owned shares of AIG common stock at the close of business on March 13, 2023 (the record date), you are entitled to receive this Notice of the 2023 Annual Meeting and to vote at the 2023 Annual Meeting, either during the virtual meeting or by proxy.
How to Participate:
To participate in the 2023 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2023), enter the 16-digit voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. You can find detailed instructions on page 91 of this Proxy Statement.
Please carefully review this Proxy Statement and vote in one of the four ways identified on this page under “How to Vote.”
By Order of the Board of Directors.
Prabha Sipi Bhandari
Senior Vice President, Deputy General Counsel & Corporate Secretary
How to Vote:
By Telephone
Call the telephone number on your proxy card or voting instruction form or in other communications
By the Internet
Go to www.proxyvote.com and follow the instructions
By Mail
Sign, date and mail your proxy card or voting instruction form in the enclosed envelope
Online During the Meeting
Attend the 2023 Annual Meeting online. See page 92 for instructions on how to attend and vote online
The Board of Directors of American International Group, Inc. (AIG or the Company) is soliciting proxies to be voted at our 2023 Annual Meeting of Shareholders on May 10, 2023, and at any postponed or reconvened meeting. We expect that the proxy materials and notice of internet availability will be mailed and made available to shareholders beginning on or about March 29, 2023.
AIG 2023 PROXY STATEMENT 3
| Table of Contents | ||
A Letter from our Chairman & Chief Executive Officer | |||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on May 10, 2023. The Notice of the 2023 Annual Meeting of Shareholders and Proxy Statement, as well as AIG’s 2022 Annual Report, are available free of charge at www.proxyvote.com or at www.aig.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, the Proxy Statement or Annual Report.
AIG's principal executive offices are located at 1271 Avenue of the Americas, New York, New York, 10020-1304.
4 AIG 2023 PROXY STATEMENT
Proposal 1 Election of Directors | ||
What am I voting on? The Board of Directors (Board) is seeking your support for the election of the ten individuals nominated to serve on the Board until the 2024 Annual Meeting or until a successor is duly qualified and elected. Our director nominees hold and have held senior positions as leaders of various large and complex global businesses. Our nominees have been chief executive officers and chief financial officers, insurance regulators, senior executives with financial services, insurance, media, private equity and industrial firms, and senior government officials. Through these roles, our nominees have developed expertise in such areas as insurance, financial services, international business operations, risk management, corporate governance, M&A, technology and human capital management. With this blend of skills and experience, our nominees bring fresh perspectives and a seasoned and practical approach to Board deliberations and oversight. Each director nominee is independent, except for our Chairman & Chief Executive Officer (CEO), Mr. Zaffino. Detailed biographical information for each director nominee follows. We have included the important experiences, qualifications and skills, including other public company directorships, that our nominees bring to the Board. Each director nominee is currently a director on the Board and has consented to being named as a nominee in the proxy materials and to serve if elected. Voting Recommendation  The Board of Directors unanimously recommends a vote FOR each of the nominees for election to the Board at the 2023 Annual Meeting. | ||
Board Composition and Refreshment Process
AIG prioritizes effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. Over the past several years, the Board, with significant support from the Nominating and Corporate Governance Committee (the Committee or NCGC), has undertaken a thorough evaluation of the composition of the Board, taking into account the characteristics and qualifications of existing directors, potential director departures and the Company's evolving strategic objectives.
The Committee identifies candidates in several ways: current directors and senior management may recommend suitable candidates; any shareholder may recommend a director candidate by writing to AIG’s Corporate Secretary (see page 95 for contact information); and the Committee may engage third-party search firms to ensure that there is a large and diverse pool of suitable candidates.
AIG 2023 PROXY STATEMENT 5
Proposal 1 – Election of Directors Board Composition and Refreshment Process
Criteria for Board Membership
The Board and the NCGC conduct a rigorous review, taking into consideration the criteria set forth in AIG's Corporate Governance Guidelines. The Board considers the following attributes essential for all directors:
nHigh personal and professional ethics, values and integrity
nThe ability to work together as part of an effective, collegial group
nA commitment to representing the long-term interests of AIG and our shareholders
nThe skill, expertise and experience with businesses and other organizations that the Board deems relevant
nThe interplay of the individual’s experience with the experience of other Board members
nDiversity, including diversity of personal background and professional experience, skills and qualifications as well as race, gender, ethnicity, religion, nationality, disability, sexual orientation and cultural background
nThe contribution represented by the individual’s skills, experience and attributes to ensuring that the Board has the necessary tools to perform its oversight function effectively
nThe ability and willingness to commit adequate time to AIG over an extended period of time
Key Skills, Experience and Expertise
The Committee regularly reviews with the Board the essential skills, experience and expertise that are most important in selecting candidates to serve as directors, considering AIG’s complex businesses, regulatory environment and the mix of capabilities and experience already represented on the Board. To this end, the Board and the NCGC have identified the following key skills and areas of expertise as essential for effective oversight in light of AIG’s businesses and strategy:
 | Insurance Experience working in the insurance industry, particularly property and casualty | ||||
 | Financial Services Experience in the non-insurance financial services industry, including banking and financial markets | ||||
 | Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations | ||||
 | Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role | ||||
 | Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks | ||||
 | Regulatory/Government Experience working in highly regulated industries and/or as a regulator or other government official | ||||
 | Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards | ||||
 | International Experience Experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S. | ||||
 | Technology Knowledge of or experience with technology and related issues and risks | ||||
 | Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks | ||||
 | ESG/Sustainability Experience with environmental, sustainability and governance (ESG)-related issues | ||||
Diversity
The Board strives to maintain a diverse Board, and diversity continues to be an important consideration in the director search and nomination process. While the Board has not adopted a specific policy on diversity, we believe that diversity — including with regard to race, gender, ethnicity, religion, nationality, disability, sexual orientation, and cultural background — is an important consideration in the director search and nomination process. Additionally, when considering the composition of the Board and director refreshment, the Board and NCGC consider diversity in a broad sense, including work experience, skills and perspectives. The total mix of all these considerations contributes to more meaningful Board deliberations and oversight, and it is critical to the Company’s long-term success. Our director nominees include five men and five women, two nominees who are African American/Black and one nominee who is LGBTQ+.
6 AIG 2023 PROXY STATEMENT
Proposal 1 – Election of Directors Board Composition and Refreshment Process
AIG has undertaken significant Board refreshment in recent years. We believe our nominees’ diverse and complementary skills, experiences and attributes promote a well-functioning, highly-qualified Board to provide appropriate guidance and independent oversight. In the nominees’ biographies beginning on page 9 — as well as the summary graphic below — we highlight each nominee's key skills, experience and areas of expertise.
| Skills, Experience and Expertise | Diversity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Director nominee and title | Director Since |  |  |  |  |  |  |  |  |  |  | African American/ Black | ||||||||||||||||||||||||||||||||||||||
 | Gender (M/F) | LGBTQ+ | ||||||||||||||||||||||||||||||||||||||||||||||||
Paola Bergamaschi Former Global Banking and Capital Markets Executive at State Street Corporation, Credit Suisse and Goldman Sachs | 2022 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | ||||||||||||||||||||||||||||||||||||||||||
James Cole, Jr. Chairman & Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education | 2021 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | ¢ | ||||||||||||||||||||||||||||||||||||||||
W. Don Cornwell Former Chairman of the Board & Chief Executive Officer, Granite Broadcasting Corporation | 2011 | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||||
Linda A. Mills Former Corporate Vice President of Operations, Northrop Grumman Corporation | 2015 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||
Diana M. Murphy Managing Director, Rocksolid Holdings LLC | 2023 | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||||
Peter R. Porrino Former Executive Vice President & Chief Financial Officer, XL Group Ltd | 2019 | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||||
John G. Rice LEAD INDEPENDENT DIRECTOR Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization | 2022 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||
Therese M. Vaughan Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance at the University of Iowa; Former Chief Executive Officer of the National Association of Insurance Commissioners | 2019 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | ||||||||||||||||||||||||||||||||||||||||||
Vanessa A. Wittman Former Chief Financial Officer, Glossier, Inc. | 2023 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||
Peter Zaffino Chairman & Chief Executive Officer, AIG | 2020 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||
| Total Skills, Experience and Expertise and Diversity | 8 | 5 | 7 | 9 | 6 | 4 | 7 | 4 | 5 | 4 | 5 | 2 | 5M/5F | 1 | ||||||||||||||||||||||||||||||||||||
AIG 2023 PROXY STATEMENT 7
Proposal 1 – Election of Directors Director Nominees
Director Nominees
The Board, on the recommendation of the NCGC, has nominated for election to the Board the ten individuals presented in the Proxy Statement beginning on page 9. All are current directors of AIG and were elected by the shareholders at the 2022 Annual Meeting, other than Paola Bergamaschi who joined the Board in December 2022, and Diana M. Murphy and Vanessa A. Wittman, who joined the Board in March 2023. Third-party search firms identified Ms. Bergamaschi and Ms. Murphy, and an executive officer identified Ms. Wittman.
AIG’s Corporate Governance Guidelines and By-Laws do not impose term limits because, in certain circumstances, the Board believes that a director who serves for an extended period could be uniquely positioned to provide insight and perspective regarding AIG’s operations and strategic direction. Our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75, unless, at the Committee’s recommendation, the Board waives this limitation for a period of one year if it is deemed to be in the best interests of AIG. The Board has elected to make such an exception for W. Don Cornwell, having concluded that the Company would benefit from Mr. Cornwell’s continued contributions to the Board given his insight and historical perspective regarding AIG.
As previously disclosed, two of our current directors, Douglas M. Steenland, who until December 31, 2022, had been the Board's Lead Independent Director, and William G. Jurgensen are not standing for election and will retire at the 2023 Annual Meeting. We thank Mr. Steenland, Mr. Jurgensen, and Thomas M. Motamed, who retired from the Board in January 2023 for health reasons, for their service and valuable contributions as directors.
In light of the recent retirements and Board refreshment efforts, the average tenure of the director nominees is 3.3 years.
Director Independence
All of AIG's non-management directors are independent under the New York Stock Exchange (NYSE) listing standards and AIG's independence standards, which are set forth in the Corporate Governance Guidelines. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that he or she has no material relationships with AIG, either directly or as a partner, shareholder or officer of another organization that has a relationship with AIG. | All director nominees are independent except for the Chairman & Chief Executive Officer | ||||
Before joining the Board, and annually thereafter, each director or nominee (as applicable) completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the independence determination for that individual, or that may affect the heightened independence standards that apply to members of the Audit and Compensation and Management Resources committees.
The NCGC's assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. This assessment also considers sales of insurance products and services, in the ordinary course of business and on the same terms made available to third parties, between AIG (including its subsidiaries) and other companies or charitable organizations where a director (or immediate family members) may have relationships pertinent to the independence determination. The NCGC reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director.
The Board, on the recommendation of the NCGC, has determined that, other than Mr. Zaffino, each nominee for election at the 2023 Annual Meeting — Paola Bergamaschi, James Cole, Jr., W. Don Cornwell, Linda A. Mills, Diana M. Murphy, Peter R. Porrino, John G. Rice, Therese M. Vaughan and Vanessa A. Wittman — does not have, directly or indirectly, a material relationship with AIG, or any direct or indirect material interest in any transactions involving AIG and, therefore, satisfies the independence criteria in the NYSE's listing standards and our Corporate Governance Guidelines. Mr. Zaffino, as CEO, is the only director nominee who holds a management position and is not an independent director under the NYSE's listing standards.
Mr. Steenland, who is not standing for re-election to the Board, was also determined by the Board, on the recommendation of the NCGC, to be independent under the NYSE listing standards and our Corporate Governance Guidelines during 2022. In making this determination, the NCGC considered Mr. Steenland's relationship with Blackstone Inc. (Blackstone), where he serves as a senior advisor. While Blackstone has a 9.9 percent equity stake in Corebridge and has entered into certain other transactions with AIG, the Board noted that Mr. Steenland is an advisor to Blackstone, not an employee, and he recused himself from the discussions and approvals associated with those transactions.
8 AIG 2023 PROXY STATEMENT
Proposal 1 – Election of Directors Director Nominees
Mr. Motamed, who retired from the Board in January 2023, and Mr. Jurgensen, who will not stand for re-election at the 2023 Annual Meeting, were each also determined by the Board, on the recommendation of the NCGC, to be independent under the NYSE listing standards and our Corporate Governance Guidelines during 2022.
With regard to the former directors who did not stand for re-election at the 2022 Annual Meeting — namely, John H. Fitzpatrick, Christopher S. Lynch and Amy L. Schioldager — the Board, on the recommendation of the NCGC, determined that they were independent under the NYSE listing standards for the period during which they served on the Board in 2022.
Director Nominee Biographies
AIG strives to maintain a balanced and independent Board that is committed to representing the long-term interests of AIG’s shareholders. We seek to have a Board that possesses the diverse skills, experience and attributes necessary to provide guidance on AIG’s strategy and to oversee management’s approach to addressing the challenges and risks facing AIG.
The following table provides summary information about each of our ten director nominees. The Board recommends that our shareholders elect all ten director nominees listed below at the Annual Meeting. Each nominee is elected annually by a majority of votes cast in uncontested elections.
Paola Bergamaschi | |||||
 | CAREER HIGHLIGHTS nState Street Corporation (financial services company) —Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014 —Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013 —Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010 —Various positions, 2003 to 2008 nCredit Suisse First Boston —Director, Equity Sales, 1998 to 2003 nSanpaolo IMI S.p.A —Director Head of Equities, 1995 to 1998 nGoldman Sachs —Executive Director, Equity Research, 1989 to 1995 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone | ||||
¢ Independent Age: 61 Director since: 2022 COMMITTEES Ms. Bergamaschi will receive her committee appointments after the 2023 Annual Meeting | |||||
Key Experience and Qualifications: In light of Ms. Bergamaschi’s experience as a financial services executive with deep international expertise in capital markets, global banking, financial reporting and risk and international regulatory oversight, the Board has concluded that Ms. Bergamaschi should be elected. | |||||
AIG 2023 PROXY STATEMENT 9
Proposal 1 – Election of Directors Director Nominees
James Cole, Jr. | |||||
 | CAREER HIGHLIGHTS nThe Jasco Group, LLC (investment management firm) —Chairman & Chief Executive Officer, since 2017 nU.S. Department of Education —Delegated Deputy Secretary of Education & General Counsel, 2016 to 2017 —General Counsel, 2014 to 2017 —Senior Advisor to the Secretary, 2014 nU.S. Department of Transportation —Deputy General Counsel, 2011 to 2014 nWachtell, Lipton, Rosen & Katz —Partner, 1996 to 2011 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone | ||||
¢ Independent Age: 54 Director since: 2021 COMMITTEES nNominating and Corporate Governance nRisk and Capital | |||||
Key Experience and Qualifications: In light of Mr. Cole’s considerable public policy and government experience, as well as his professional experience as a corporate lawyer advising on strategic transactions and corporate governance matters, the Board has concluded that Mr. Cole should be re-elected. | |||||
W. Don Cornwell | |||||
 | CAREER HIGHLIGHTS nGranite Broadcasting Corporation (television broadcasting) —Founder, Chairman of the Board & Chief Executive Officer, 1988 to 2009 —Vice Chairman, 2009 nGoldman Sachs —Chief Operating Officer, Corporate Finance Department, 1980 to 1988 —Vice President, Investment Banking Division, 1976 to 1988 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNatura &Co Holding S.A., since 2020 nViatris Inc. (Pfizer spinoff that merged with Mylan), since 2020 FORMER PUBLIC COMPANY DIRECTORSHIPS nPfizer Inc., 1997 to 2020 nAvon Products, Inc., 2002 to 2020 | ||||
¢ Independent Age: 75 Director since: 2011 COMMITTEES nAudit (Financial Expert) nNominating and Corporate Governance | |||||
Key Experience and Qualifications: In light of Mr. Cornwell’s experience in significant financial and strategic business transformations, as well as his professional experience across the financial services industry, the Board has concluded that Mr. Cornwell should be re-elected. | |||||
10 AIG 2023 PROXY STATEMENT
Proposal 1 – Election of Directors Director Nominees
Linda A. Mills | |||||
 | CAREER HIGHLIGHTS nCadore Group, LLC (management and IT consulting) —President, 2015 to present nNorthrop Grumman Corporation —Corporate Vice President, Operations, 2013 to 2015 —Corporate Vice President & President of Information Systems and Information Technology sectors, 2008 to 2012 —President of the Civilian Agencies Group, 2006 to 2007 —Vice President of Operations and Process, Information Technology Sector, 2003 to 2006 nTRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNavient Corporation (non-executive chair), since 2014 | ||||
¢ Independent Age: 73 Director since: 2015 COMMITTEES nCompensation and Management Resources (Chair) nAudit | |||||
Key Experience and Qualifications: In light of Ms. Mills’ experience with large and complex international operations, risk management, information technology and cybersecurity, and her prior management of a significant line of business, the Board has concluded that Ms. Mills should be re-elected. | |||||
Diana M. Murphy | |||||
 | CAREER HIGHLIGHTS nRocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present nUnited States Golf Association —President, 2016 to 2018 nGeorgia Research Alliance Venture Fund —Managing Director, 2012 to 2016 nChartwell Capital Management Co., Inc. —Managing Director, 1997 to 2007 nTribune Media Company, 1979 to 1995 —Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995 —Various positions, 1979 to 1992 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nSynovus Financial Corp., since 2017 nLandstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS nCTS Corporation, 2010 to 2020 | ||||
¢ Independent Age: 66 Director since: 2023 COMMITTEES Ms. Murphy will receive her committee appointments after the 2023 Annual Meeting | |||||
Key Experience and Qualifications: In light of Ms. Murphy’s significant business acumen, including her experience in leading complex companies through strategic and organizational change, her experience as a seasoned public company director, as well as her background in media, communications and marketing, the Board has concluded that Ms. Murphy should be elected. | |||||
AIG 2023 PROXY STATEMENT 11
Proposal 1 – Election of Directors Director Nominees
Peter R. Porrino | |||||
 | CAREER HIGHLIGHTS n XL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 nErnst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 nConsolidated International Group —President & Chief Executive Officer, 1998 to 1999 nZurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 nErnst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone | ||||
¢ Independent Age: 66 Director since: 2019 COMMITTEES nAudit (Chair) nRisk and Capital | |||||
Key Experience and Qualifications: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected. | |||||
John G. Rice | |||||
 | CAREER HIGHLIGHTS nGeneral Electric Company (multinational conglomerate) —Non-Executive Chairman, GE Gas Power, 2018 to 2020 —Vice Chairman, GE, 2005 to 2018 —President & Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 —Various other senior positions, including: •President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 •President & Chief Executive Officer, GE Industrial, 2005 •Senior Vice President, GE Energy, 2004 •Senior Vice President, GE Power Systems, 2000 to 2003 • Vice President GE Transportation Systems, 1997 to 1999 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017 | ||||
¢ Lead Independent Director Age: 66 Director since: 2022 COMMITTEES nNominating and Corporate Governance (Chair) nAudit (Financial Expert) | |||||
Key Experience and Qualifications: In light of Mr. Rice’s leadership experience, including leading complex, global organizations, the Board has concluded that Mr. Rice should be re-elected. | |||||
12 AIG 2023 PROXY STATEMENT
Proposal 1 – Election of Directors Director Nominees
Therese M. Vaughan | |||||
 | CAREER HIGHLIGHTS nUniversity of Iowa (higher education) —Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance, since 2021 nDrake University (higher education) —Executive in Residence, 2019 to 2021 —Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science, 2017 to 2019 —Dean of the College of Business and Public Administration, 2014 to 2017 nNational Association of Insurance Commissioners (NAIC) —Chief Executive Officer, 2009 to 2012 nJoint Forum (group of banking, insurance, and securities supervisors) —Chair, 2012 nState of Iowa —Insurance Commissioner, 1994 to 2004 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nVerisk Analytics, Inc., since 2013 nWest Bancorporation, Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nValidus Holdings, Ltd., 2013 to 2018 | ||||
¢ Independent Age: 66 Director since: 2019 COMMITTEES nCompensation and Management Resources nRisk and Capital | |||||
Key Experiences and Qualifications: In light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience in insurance regulation, the Board has concluded that Ms. Vaughan should be re-elected. | |||||
Vanessa A. Wittman | |||||
 | CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. (a subsidiary of Verizon Communications) —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. (a subsidiary of Google, Inc.) —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018 | ||||
¢ Independent Age: 55 Director since: 2023 COMMITTEES Ms. Wittman will receive her committee appointments after the 2023 Annual Meeting | |||||
Key Experience and Qualifications: In light of Ms. Wittman’s experience as a seasoned public company director and senior financial executive in global organizations across a range of industries, including insurance, consumer products and technology, the Board has concluded that Ms. Wittman should be elected. | |||||
AIG 2023 PROXY STATEMENT 13
Proposal 1 – Election of Directors Director Nominees
| Peter Zaffino | |||||
 | CAREER HIGHLIGHTS nAmerican International Group, Inc. —Chairman, since 2022 —Chief Executive Officer, since 2021; President, 2020 —Executive Vice President & Global Chief Operating Officer, 2017 to 2021 —Chief Executive Officer, General Insurance, 2017 to 2019 nMarsh & McLennan Companies, Inc. (professional services) —Various senior positions, including: •Chairman for the Risk and Insurance Services segment, 2015 to 2017 •Chief Executive Officer of Marsh, LLC, 2011 to 2017 •President & Chief Executive Officer of Guy Carpenter, 2008 to 2011 •Various executive roles at Guy Carpenter, 2001 to 2008 nCORE Holdings, a GE Capital portfolio company —Various roles, 1995 to 2001 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nCorebridge Financial, Inc., since 2022 | ||||
¢ Chairman & Chief Executive Officer Age: 56 Director since: 2020 | |||||
Key Experiences and Qualifications: In light of Mr. Zaffino’s deep insurance expertise, leadership capabilities, financial and operational skills, and his continued exceptional performance as the CEO of the Company, the Board has concluded that Mr. Zaffino should be re-elected. | |||||
Voting Recommendation
The Board of Directors unanimously recommends a vote FOR each of the nominees for election to the Board at the 2023 Annual Meeting.
14 AIG 2023 PROXY STATEMENT
Corporate Governance | ||
Our Continuing Commitment to Effective and Robust Corporate Governance Practices
The Board is committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our shareholders. The Board continuously reviews and considers these practices to enhance its effectiveness.
Our governance framework enables independent, experienced and accomplished directors to provide advice, insight and oversight that will advance the interests of AIG and our shareholders. AIG has long strived to maintain sound governance standards, as reflected in our By-Laws, Certificate of Incorporation, Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters, our systematic approach to risk management and in our commitment to transparent financial reporting and strong internal controls. The Board regularly reviews these corporate governance documents and makes modifications from time to time to reflect recent trends and investor feedback to ensure their continued effectiveness.
We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access information about corporate governance at AIG.
Highlights of our governance framework follow.
The Board is Accountable and Committed to Shareholder Rights
nAll directors are elected annually
nMajority voting for directors in uncontested elections
nShareholders have proxy access
nShareholders can act by written consent
nShareholders holding 25 percent of voting stock can call special meetings
nRobust share ownership requirements for directors and senior management
nNo hedging, short sales or pledging of AIG securities
nRobust Clawback Policy
nAnnual advisory vote on executive compensation
nActive and ongoing shareholder engagement
nAnnual Board, committee and director evaluations
nDirectors are subject to limitations on board service at other public companies
nShareholders have equal voting rights per share
nCertificate of Incorporation and By-Laws do not impose supermajority voting requirements
nDirectors' equity awards vest when they retire from the Board
nNo director attending less than 75 percent of regular Board and applicable committee meetings for two consecutive years will be re-nominated
nDirectors generally may not stand for election after reaching age 75
AIG 2023 PROXY STATEMENT 15
Corporate Governance Board Leadership Structure
The Board is Independent, Diverse and Qualified
nAll director nominees are independent, except for our Chairman & CEO, Mr. Zaffino
nAll standing committees are comprised entirely of independent directors
nIndependent directors meet regularly without management in conjunction with regularly scheduled Board and committee meetings
nRobust Lead Independent Director role with explicit responsibilities
nOf the ten director nominees, five are women, two are racially diverse, and one identifies as LGBTQ+
nThe NCGC continuously reviews the composition of our Board, taking into consideration the skills, experience and attributes of the existing directors, both individually and as a group
The Board and its Committees are Actively Engaged in Oversight
nThe Board annually evaluates CEO performance
nThe Board oversees management succession planning
nThe Board, through the Compensation and Management Resources Committee (CMRC), oversees executive compensation, and human capital and diversity, equity and inclusion (DEI) matters
nThe Board, through the NCGC, oversees ESG, including with respect to sustainability, climate-related matters, corporate social responsibility, government relations and lobbying
nThe Board, and through the Audit and Risk and Capital committees, oversees risks relating to cybersecurity, business and financial risks, and emerging risks
Board Leadership Structure
Peter Zaffino Holds the Combined Role of Chairman and CEO
The Board elected Peter Zaffino to the additional position of Chairman of the Board, effective January 1, 2022. The Board does not have a policy about whether the roles of Chairman of the Board and CEO should be separate or combined. Rather, the Board believes that the present structure, which includes a Lead Independent Director with well-defined responsibilities, provides AIG and the Board with exemplary leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment and the ability to communicate AIG’s business and strategy to shareholders, the investor community, employees and other stakeholders.
Under the terms of AIG’s new, five-year employment agreement with Mr. Zaffino, Mr. Zaffino will be nominated to serve as a member of the Board, and, if elected by the shareholders, will serve as the Chairman. See "Compensation Discussion and Analysis – 2022 CEO Five-Year Employment Agreement" for a description of Mr. Zaffino’s employment agreement.
The Lead Independent Director Has Well-Defined Responsibilities
As required by our By-Laws and Corporate Governance Guidelines, because our Chairman is not independent, the Board selected a non-management director to serve as Lead Independent Director. Mr. Rice serves as the Lead Independent Director, and the Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight, and provides a channel for independent directors to candidly raise issues or concerns for the Board’s consideration. The Lead Independent Director’s responsibilities include the following:
nProviding advice, guidance and assistance to the Chairman, as requested
nCalling, setting the agenda for and chairing periodic executive sessions and meetings of the independent directors
nConsulting on and approving, in consultation with the Chairman, the agendas for and the scheduling of meetings of the Board
nChairing meetings of the Board in the absence of the Chairman
nServing as a liaison between the Chairman and the independent directors
nReviewing and approving, in consultation with the Chairman, the quality, quantity, appropriateness and timeliness of information provided to the Board
nCommunicating with shareholders, stakeholders and government officials in consultation with the Chairman
nConferring regularly with the Chairman on matters of importance that may require action or oversight by the Board
nCarrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time
16 AIG 2023 PROXY STATEMENT
Corporate Governance Board Leadership Structure
We Generally Limit Service on Other Company Boards
The Board values the experience directors bring from other public company boards on which they serve, but acknowledges that such service may also present significant demands on a director’s time and availability and may present other conflicts. In these circumstances, under our Corporate Governance Guidelines a director must obtain the consent of the Chairman & CEO and chair of the Nominating and Corporate Governance Committee before joining the board of another company. In addition, absent special circumstances, the Board generally imposes the following limits:
nA director may not serve on the boards of more than three other public companies (other than AIG or a company in which AIG has a significant equity interest) that requires substantial time commitments
nA director who is an executive officer of another public company may not serve on the board of more than one public company (other than AIG and the public company for which such director serves as an executive officer)
nA member of the Audit Committee may not serve on more than two audit committees of other public companies
nThe AIG CEO may not serve on the board of more than one public company, other than a company in which AIG has a significant equity interest
All of our director nominees meet these guidelines.
Director Orientation and Continuing Education
All new directors participate in orientation. To this end, new directors meet with key members of management, fellow directors and our independent auditor, and receive extensive written materials to help familiarize them with AIG’s businesses and strategic priorities, the insurance industry, our accounting practices and the Company’s culture, policies and practices. New directors are also encouraged to attend the meetings of each committee, including those on which they are not members, for a period of time after their appointment to the Board.
Directors are encouraged to attend outside continuing education programs and are reimbursed by the Company for the cost of such programs and related expenses.
The Board’s Self-Evaluation Process
The Board believes that a self-evaluation process is one important element of good corporate governance to promote Board effectiveness and continuous improvement. This includes an evaluation of its own performance and that of the standing committees and individual directors. Past self-evaluations have informed the Board’s consideration of Board roles, opportunities to increase the Board’s effectiveness and priorities, refreshment objectives, including composition and diversity, and director succession planning.
Board Meetings and Attendance in 2022
91% Average attendance by directors at the 10 Board meetings during 2022 | 10 Board meetings | 27 Committee meetings | 90% Average attendance by directors at Board and committee meetings | |||||||||||||||||
For health reasons, one director, Mr. Motamed, attended fewer than 75 percent of the total meetings of the Board and the committees on which he served during 2022. As previously disclosed and as discussed above, Mr. Motamed retired from the Board for health reasons in January 2023.
The independent directors meet in regularly scheduled executive sessions without management, in conjunction with each regularly scheduled Board and committee meetings. These sessions are led by the Lead Independent Director and committee chairs following Board and committee meetings, respectively. The Board met in executive session without management present during 8 of its 10 meetings in 2022.
Under the Corporate Governance Guidelines, directors are generally expected to attend the annual meeting. Each of the directors who stood for election at the 2022 Annual Meeting participated in that meeting.
AIG 2023 PROXY STATEMENT 17
Corporate Governance Areas of Board Oversight
Areas of Board Oversight
The Board fulfills its oversight role with respect to AIG’s strategic priorities through year-round discussions and presentations covering Company-wide and business unit-specific updates. The Board also oversees other key areas, including management succession planning, human capital management (including DEI), sustainability (including climate-related issues), corporate social responsibility, government affairs, risk management and cybersecurity.
Board Oversight of Risk Management
We consider risk management an integral part of our business strategy and a key element of our approach to corporate governance. We have an integrated process for managing risks throughout our organization in accordance with our firm-wide risk appetite. Our Board has oversight responsibility for the management of risk.
Management has the day-to-day responsibility for assessing and managing AIG's risk exposure, and the Board and its committees provide oversight in connection with those efforts, with particular focus on reviewing AIG's most significant existing and emerging risks.
| Committee Risk Oversight Responsibilities | |||||||||||
| Audit Committee | nEvaluates and oversees the guidelines and policies governing AIG’s risk assessment and management processes relating to financial reporting as well as the risk control framework nAIG’s Chief Risk Officer periodically reports to the Audit Committee | The Board oversees the management of risk, including those related to market conditions, reserves, catastrophes, investments, liquidity, capital, climate and cybersecurity, through the complementary functioning of the committees The Board, directly or through its committees, oversees the Company’s risk management policies and practices, including the Company’s risk appetite statement, and regularly discusses risk-related issues | |||||||||
| Risk and Capital Committee | nAssists the Board in overseeing and reviewing information regarding AIG’s Enterprise Risk Management (ERM) practices, including the significant policies, procedures, and practices employed to manage liquidity, credit, market, operational and insurance risks nAIG’s Chief Risk Officer periodically reports to the Risk and Capital Committee, including with regard to emerging risks and climate-related risks | ||||||||||
| Compensation and Management Resources Committee | nOversees the assessment of the risks related to AIG’s compensation policies and programs nAIG’s Chief Risk Officer periodically reports to the Compensation and Management Resources Committee on the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives | ||||||||||
| Nominating and Corporate Governance Committee | nOversees and reports to the Board on risks related to director independence and related party transactions, public policy and lobbying activities, and sustainability-related issues | ||||||||||
18 AIG 2023 PROXY STATEMENT
Corporate Governance Areas of Board Oversight
Board Oversight of Cybersecurity
AIG, like other global companies, continues to witness the increased sophistication and activities of unauthorized parties attempting cyber and other computer-related penetrations such as "denial of service" attacks, phishing, untargeted but sophisticated and automated attacks, and other disruptive software in an effort to compromise systems, networks and obtain sensitive information. Cybersecurity risks may also derive from unintentional human error or intentional malice on the part of AIG employees or third parties who have authorized access to AIG's systems or information. AIG requires its employees to complete periodic training on cyber education.
The Board is briefed by management, including the Chief Information Security Officer, the Chief Technology Officer and the Chief Risk Officer, on the risks related to cybersecurity matters. Cybersecurity risks reviewed with the Board include threats, events, incidents, the impact on our technological operations and infrastructure and the resilience of our systems. The Board is informed of the Company's policies and procedures for assessments and testing, monitoring, reporting and managing cyber threats and incidents, as well as the capabilities and talent management of personnel in these functions, along with ongoing efforts to improve the cybersecurity infrastructure.
AIG 2023 PROXY STATEMENT 19
Corporate Governance Areas of Board Oversight
Board Oversight of Human Capital Management
We believe that our people are our greatest strength. To this end, we place significant focus on human capital management; namely, retaining, attracting and developing high caliber talent committed to our journey to becoming a top performing company and fostering an inclusive environment in which we actively seek and embrace diverse thinking.
The CMRC oversees AIG’s initiatives and progress on various human capital management efforts, and management regularly reports to the CMRC on our various human capital management initiatives and metrics, including DEI. We believe that we foster a constructive and healthy work environment for our employees.
Management Succession Planning
The Board recognizes the importance of management succession planning. To this end, under our Corporate Governance Guidelines and the CMRC’s charter, our Chief Executive Officer presents to the CMRC, a management succession plan, which includes readiness assessments and career development opportunities. We are focused on raising the profile of high performing employees and assisting our top leaders to develop skills, behaviors and leadership acumen to continue the successful transformation of the business.
Competitive Compensation and Benefits
Under the oversight of the CMRC, the Company strives to align compensation with individual and company performance and provide the appropriate market-competitive incentives to retain, attract and motivate employees to achieve outstanding results.
Management and the CMRC engage the services of third-party compensation consultants to help monitor the competitiveness of our incentive programs. We have a performance-driven compensation structure that consists of base salary and, for eligible employees, short- and long-term incentives. We also offer comprehensive benefits to support the health, wellness, work-life balance and retirement preparedness/savings needs of our employees, including subsidized health care plans, life and disability insurance, wellness and mental health benefits, legal assistance plan, paid time off, paid volunteer time off, 2:1 matching grants for eligible charitable donations, parental and bonding leave and both matching and Company 401(k) contributions for eligible employees.
Talent Development
We are committed to equipping our employees with the skills and capabilities to be successful and to contribute to AIG. We do this by giving our employees access to meaningful tools and resources to assist in their professional development, including through courses and training that help employees build a strong foundation of core skills such as communication, collaboration, change agility and problem solving. In addition, AIG believes managers and leaders are critical in developing AIG’s talent for organizational success. To that end, we use distinct leadership assessment tools, including 360-degree feedback, which help to develop self-awareness and build personalized leadership development goals. With respect to succession planning, we use a globally consistent streamlined process, which helps identify a pipeline of talent for positions at all levels of the organization, and the actions needed to support their development. In 2022, 36 percent of all our open positions were filled with internal talent.
Health and Wellness
We prioritize the health and safety of our employees. For example, nearly every country in which we operate has an employee assistance program that provides employees with confidential counselling, mental health resources and information to help employees and their dependents through times of stress and anxiety. In addition, Our Compassionate Colleagues Fund has helped more than 730 employees overcome serious financial hardships and disasters.
Diversity, Equity and Inclusion
We are committed to creating an inclusive workplace focused on retaining, attracting and developing diverse talent that fosters a culture of belonging for all employees. AIG’s Executive Vice President, Chief Human Resources & Diversity Officer coordinates AIG’s efforts in making meaningful strides as it relates to DEI. We published our consolidated 2019, 2020 and 2021 EEO-1 reports on our website to promote transparency about our progress in increasing the diversity of our workforce.
20 AIG 2023 PROXY STATEMENT
Corporate Governance Areas of Board Oversight
Board Oversight of Sustainability Matters
AIG assesses the potential impact from climate-related issues on our business, strategy and financial planning over short-, medium- and long-term time horizons. AIG considers abiding by and upholding sustainability principles as a part of our strategic priority to become a top performing company and promote value creation; to help protect businesses, families and individuals against the impacts of unexpected losses; to advance the discipline of reducing uncertainty in the world; and to further establish our leadership in insurance, investments and business. AIG considers both direct physical impacts and indirect effects that may emerge through transition risks, particularly those driven by new legal and regulatory requirements. We also consider evolving investor, client and broker expectations. AIG’s four sustainability priorities (community resilience, financial security, sustainable operations and sustainable investing) align with our core strategic priorities and focus on future proofing communities. | AIG’s Sustainability Priorities nCommunity resilience nFinancial security nSustainable operations nSustainable investing | ||||
The NCGC oversees and reports to the Board as necessary with respect to sustainability, corporate social responsibility and lobbying and public policy matters.
Additional Information Available in AIG’s ESG Reports
For more information on how AIG identifies and addresses sustainability, DEI and governance topics, please see AIG’s 2021 ESG Report issued in May 2022, which can be found on AIG's website at www.aig.com. This report showcases various ESG efforts across the Company and how we see them as strategically important building blocks to support a cleaner and healthier environment, to uphold our commitment to supporting the communities where we live and work and to make these efforts accountable, scalable and repeatable. AIG will be releasing its 2022 ESG Report later this year.
AIG 2023 PROXY STATEMENT 21
Corporate Governance Board Committees
Board Committees
The Board has four committees: Audit, Compensation and Management Resources, Nominating and Corporate Governance, and Risk and Capital. Each of these committees is composed exclusively of independent directors. Committee meetings are generally held in conjunction with scheduled Board meetings and additional meetings are held as needed, including meetings of the Audit Committee, which are also held to review quarterly and year-end earnings reports.
Each committee operates under a written charter – all of which are available on our website (www.aig.com). Each charter is reviewed annually by the respective committee. Under those charters, each committee has the authority to retain independent advisors to assist in the performance of their respective responsibilities. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
All committee chairs are appointed at least annually by the Board. The Corporate Governance Guidelines provide that a committee chair should generally serve for not less than three consecutive years and not more than five years.
The tables below reflect the current membership and the number of meetings held in 2022 for each committee. Mr. Steenland, who is retiring at the Annual Meeting, had served as an ex officio, non-voting member of each committee while he was Lead Independent Director. Mr. Zaffino does not serve on any of the committees. Ms. Bergamaschi, Ms. Murphy and Ms. Wittman will be assigned to committees when the Board assigns directors to committees and chair positions following the Annual Meeting.
Audit Committee
MEMBERS Peter R. Porrino, Chair W. Don Cornwell Linda A. Mills John G. Rice 7 MEETINGS HELD IN 2022 | PRIMARY RESPONSIBILITIES nAssists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting nReviews and discusses with senior management the guidelines and policies by which AIG assesses and manages the Company's exposures to risk nCoordinates with the Chair of the Risk and Capital Committee to help each committee receive the information it needs to carry out its responsibilities with respect to oversight of risk assessment and risk management nAssists 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 firm's work nAssists the Board in its oversight of the performance of AIG’s internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, AIG’s chief internal auditor nAssists the Board in its oversight of AIG’s compliance with regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on 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 nApproves 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 the adequacy of AIG’s capital and liquidity | ||||
The Board has determined, on the recommendation of the NCGC, that (i) each member of the Audit Committee (Messrs. Porrino, Cornwell and Rice, and Ms. Mills) is financially literate and has accounting or related financial management expertise under the NYSE's listing standards and (ii) Messrs. Porrino, Cornwell and Rice are “audit committee financial experts” as that term is defined in the Securities and Exchange Commission's (SEC) rules.
22 AIG 2023 PROXY STATEMENT
Corporate Governance Board Committees
Compensation and Management Resources Committee
MEMBERS* Linda A. Mills, Chair William G. Jurgensen Therese M. Vaughan 8 MEETINGS HELD IN 2022 | PRIMARY RESPONSIBILITIES nOversees AIG’s compensation programs generally and makes recommendations to the Board regarding AIG’s general compensation philosophy nReviews and approves incentive award performance metrics and goals relevant to the compensation of AIG’s CEO, evaluates the CEO’s performance and determines and approves the compensation awarded to the CEO (subject to ratification or approval by the Board) nReviews and approves the incentive award performance metrics relevant to the compensation of the other senior executives under its purview and, based on the recommendation of the CEO, approves their compensation nReviews reports about the compensation of other key corporate officers of AIG, as the CMRC deems appropriate nOversees and reports to the Board, at least annually, on AIG’s management development and succession planning programs nOversees the assessment of the risks related to AIG’s compensation policies and programs nReviews periodic updates from management on initiatives and progress in the area of human capital, including DEI and employee engagement surveys nEngages the services of an independent compensation consultant to advise on executive compensation matters | ||||
*Throughout 2022, the CMRC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023. | |||||
The CMRC may delegate its authority to subcommittees or the CMRC chair when it deems it appropriate and in the best interests of AIG. The CMRC may delegate to one or more executive officers the authority to make grants to any non-executive officer under AIG’s equity compensation plans as the CMRC deems appropriate and in accordance with the terms of such plans.
Compensation and Management Resources Committee Interlocks and Insider Participation
The Board has determined, on the recommendation of the NCGC, that all members of the CMRC in 2022 are independent under both the NYSE listing standards and applicable SEC rules. Further, no member of the CMRC in 2022 has ever been an officer or employee of AIG or had a relationship with AIG requiring disclosure as a related person transaction under SEC rules. No executive officer of AIG is, or was during 2022, a member of the compensation committee or board of another company, one of whose executive officers has been a member of the AIG Board or the CMRC.
AIG 2023 PROXY STATEMENT 23
Corporate Governance Board Committees
Nominating and Corporate Governance Committee
MEMBERS* John Rice, Chair James Cole, Jr. W. Don Cornwell 7 MEETINGS HELD IN 2022 | PRIMARY RESPONSIBILITIES nIdentifies 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 committees nConsiders board refreshment in light of various factors, including potential director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, and individual director performance nOversees the evaluation of the Board, committees and Lead Independent Director nPeriodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation nReviews and reports to the Board with respect to (1) AIG’s position, policies, practices and reporting with respect to sustainability; (2) current and emerging corporate social responsibility issues of significance to AIG; (3) public policy issues of significance to AIG; and (4) AIG’s relationships with public interest groups, legislatures, government agencies, as well as AIG stakeholders, and how those constituencies view AIG as those relationships relate to issues of public policy and social responsibility | ||||
| *Throughout 2022, the NCGC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023. | |||||
Risk and Capital Committee
MEMBERS William G. Jurgensen, Chair James Cole, Jr. Peter R. Porrino Therese M. Vaughan 5 MEETINGS HELD IN 2022 | PRIMARY RESPONSIBILITIES nAssists the Board in overseeing and reviewing information regarding AIG’s ERM practices, including the significant policies, procedures and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk nReceives regular updates from the Chief Risk Officer on ERM matters nReviews and makes recommendations to the Board with respect to AIG’s financial and investment policies nApproves issuances, investments, dispositions and other transactions and matters as authorized by the Board nAdvises 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 nCoordinates with the chairs of the CMRC and Audit Committee to help each committee receive the information it needs to carry out its responsibilities with respect to risk assessment and risk management | ||||
24 AIG 2023 PROXY STATEMENT
Corporate Governance Compensation of Directors
Compensation of Directors
Highlights of our Director Compensation Program | nNo fees for Board meeting attendance nEmphasis on equity, aligning director interests with shareholders nFormulaic annual equity grants to support independence nBenchmarking against peers with advice from independent compensation consultant nNo compensation is payable to non-independent directors for their service as directors nRobust director stock ownership guidelines | ||||
We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties to AIG, as well as the diverse and complementary skills, experience and attributes of our directors. The following table describes the compensation structure for AIG’s independent directors in 2022.
2022 Compensation Structure for Independent Directors
| Base Annual Retainer | ($) | ||||
| Cash Retainer | 125,000 | ||||
Deferred Stock Units (DSUs) Award | 185,000 | ||||
| Annual Lead Independent Director Cash Retainer | 260,000 | ||||
| Annual Committee Chair Cash Retainers | |||||
| Audit Committee | 40,000 | ||||
| Risk and Capital Committee | 40,000 | ||||
| Compensation and Management Resources Committee | 30,000 | ||||
| Nominating and Corporate Governance Committee | 20,000 | ||||
The annual cash retainer of $125,000 and any cash retainers due for service as the Lead Independent Director or as a committee chair are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of AIG’s Annual Meeting for the upcoming one-year term. Unless an independent director has elected to defer his or her DSUs (discussed below), the DSUs are delivered on the last trading day of the month in which the independent director’s service on the Board ends and are settled in shares of AIG common stock on a one-for-one basis. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG common stock underlying the DSUs had been outstanding at that time.
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 $10,000 per director annually (the same terms and conditions that apply to AIG employees).
Annually (or upon initial appointment to the Board), independent directors may elect to receive their base annual, Lead Independent Director and committee chair cash retainers, as applicable, in the form of DSUs. The number of DSUs granted is based on the closing sale price of AIG common stock on the date the cash retainer would otherwise be payable.
Under AIG’s director stock ownership guidelines, independent directors are required to retain any shares of AIG common stock received as a result of the exercise, vesting or settlement of any stock option or DSU granted by AIG until such time as they own shares of AIG common stock (including DSUs) with a value equal to at least five times the base annual retainer.
AIG’s Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to an AIG compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, AIG’s Insider Trading Policy prohibits directors from pledging AIG securities and none of AIG’s directors have pledged any AIG securities.
AIG 2023 PROXY STATEMENT 25
Corporate Governance Compensation of Directors
The following table contains information with respect to the compensation of the individuals who served as independent directors of AIG for all or part of 2022.
2022 Independent Director Compensation
| Independent Directors During 2022 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||
| Paola Bergamaschi | $10,530 | $81,588 | $0 | $92,118 | ||||||||||
| James Cole, Jr. | $125,000 | $184,973 | $0 | $309,973 | ||||||||||
| W. Don Cornwell | $125,000 | $184,973 | $10,000 | $319,973 | ||||||||||
John H. Fitzpatrick(5) | $45,330 | $0 | $0 | $45,330 | ||||||||||
| William G. Jurgensen | $165,000 | $184,973 | $10,000 | $359,973 | ||||||||||
Christopher S. Lynch(5) | $52,583 | $0 | $93,550 | $146,133 | ||||||||||
| Linda A. Mills | $155,000 | $184,973 | $10,000 | $349,973 | ||||||||||
| Thomas F. Motamed | $125,000 | $184,973 | $0 | $309,973 | ||||||||||
| Peter R. Porrino | $165,000 | $184,973 | $0 | $349,973 | ||||||||||
| John G. Rice | $111,761 | $28,337 | $0 | $140,098 | ||||||||||
Amy L. Schioldager(5) | $45,330 | $0 | $93,550 | $138,880 | ||||||||||
| Douglas M. Steenland | $385,000 | $184,973 | $0 | $569,973 | ||||||||||
| Therese M. Vaughan | $125,000 | $184,973 | $0 | $309,973 | ||||||||||
(1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Ms. Bergamaschi, the amount includes a prorated Board retainer fee for her service as a director upon appointment to the Board of Directors, effective December 1, 2022. For Mr. Fitzpatrick, the amount includes a prorated Board retainer fee for his service as a director until the date of the 2022 Annual Meeting, and does not include $2,024,694.72, which represents the value of shares of AIG common stock delivered when he ceased to be a member of the Board as of the 2022 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Lynch, the amount includes prorated annual retainer fees for his service as director and as Chair of the NCGC until the date of the 2022 Annual Meeting. For Mr. Rice, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective March 17, 2022, and a prorated committee chair retainer fee for his service as Chair of the NCGC, effective upon his appointment to such position on May 11, 2022. For Ms. Schioldager, the amount includes a prorated Board retainer fee for her service as a director until the date of the 2022 Annual Meeting.
(2)This column represents the grant date fair value of DSUs granted in 2022 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)At December 31, 2022, directors had outstanding stock awards as follows: (i) Paola Bergamaschi — 1,293; (ii) James Cole, Jr. — 7,612; (iii) W. Don Cornwell — 39,448; (iv) John H. Fitzpatrick — 34,504; (v) William G. Jurgensen — 34,137; (vi) Christopher S. Lynch — 36,427; (vii) Linda A. Mills — 30,913; (viii) Thomas F. Motamed — 28,498; (ix) Peter R. Porrino — 30,695; (x) John G. Rice — 5,146; (xi) Amy L. Schioldager — 16,324; (xii) Douglas M. Steenland — 39,623; and (xiii) Therese M. Vaughan — 19,520.
(4) This amount includes charitable contributions disbursed by AIG during 2022 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 annually per independent director. For Mr. Lynch and Ms. Schioldager, the amount also includes a total of $93,550 in cash retainer fees paid to each of them for their service, commencing November 2, 2021, as directors of Corebridge
Financial, Inc.
Financial, Inc.
(5)Messrs. Fitzpatrick and Lynch, and Ms. Schioldager did not stand for election at the 2022 Annual Meeting.
26 AIG 2023 PROXY STATEMENT
Corporate Governance Shareholder Engagement
Shareholder Engagement
During 2022, we engaged with shareholders holding approximately 50 percent of our shares outstanding as of December 31, 2022. We engaged with shareholders and other stakeholders throughout 2022 - including after the 2022 Proxy Statement was filed - to understand their perspectives and solicit feedback on a variety of topics, including the Company's performance, leadership, strategy and initiatives, executive compensation, corporate governance, sustainability and human capital management. This feedback also informs how and what information we disclose to the public so that we can more effectively address shareholder priorities and inquiries.
Some key themes and topics emerged from this outreach, including:
nContinued confidence in Mr. Zaffino’s leadership and the stability he provides, as well as the importance of his retention
nContinued interest and confidence in the Company’s strategic initiatives, including AIG 200, underwriting excellence, and capital management
nContinued interest in and support for the initial public offering and eventual full separation of Corebridge
nContinued confidence in the Company’s executive compensation programs, and human capital management, DEI and climate-related initiatives
We regularly share such feedback with the Board, which, in turn informs the Board’s discussions on a variety of topics. We remain committed to engagement with shareholders and other stakeholders.
Ownership of Certain Beneficial Owners
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, 2023.
Shares of Common Stock Beneficially Owned
| Number of Shares | % | |||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 63,474,041(1) | 8.6 | % | |||||
Capital Research Global Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | 41,329,361(2) | 5.6 | % | |||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 76,173,119(3) | 10.3 | % | |||||
(1)Based on information disclosed in a Schedule 13G/A filed with the SEC on February 3, 2023, by BlackRock, Inc. (BlackRock) reporting beneficial ownership as of December 31, 2022. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock as well as the right to acquire AIG common stock within 60 days. All information provided with respect to this entity is based solely on information set forth in the Schedule 13G/A. 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 information disclosed in a Schedule 13G filed with the SEC on February 13, 2023, by Capital Research Global Investors reporting beneficial ownership as of December 30, 2022. Item 4 to this Schedule 13G provides details as to the voting and investment power of Capital Research Global Investors as well as the right to acquire AIG common stock within 60 days. All information provided with respect to this entity is based solely on information set forth in the Schedule 13G. 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 information disclosed in a Schedule 13G/A filed with the SEC on February 9, 2023, by The Vanguard Group reporting beneficial ownership as of December 30, 2022. 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 with respect to this entity is based solely on information set forth in the Schedule 13G/A. AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.
From time to time, we engage in ordinary course, arm’s-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding common stock.
AIG 2023 PROXY STATEMENT 27
Corporate Governance Ownership of Certain Beneficial Owners
The following table summarizes the ownership of AIG common stock by (1) each of our current directors, (2) each of our current named executive officers included in the 2022 Summary Compensation Table in “2022 Executive Compensation—Summary Compensation Table” and (3) our current directors and executive officers as a group. The directors, named executive officers, and executive officers, have sole voting and investment power with respect to the shares of common stock listed.
AIG Common Stock Owned Beneficially as of January 31, 2023
Amount and Nature of Beneficial Ownership(1) | % of Class | |||||||
| Paola Bergamaschi | 1,299 | * | ||||||
| James Cole, Jr. | 7,650 | * | ||||||
| W. Don Cornwell | 39,649 | * | ||||||
| Lucy Fato | 450,399 | * | ||||||
| Shane Fitzsimons | 126,048 | * | ||||||
| Kevin T. Hogan | 588,106 | * | ||||||
| William G. Jurgensen | 69,389 | * | ||||||
| David McElroy | 329,686 | * | ||||||
| Linda A. Mills | 31,683 | * | ||||||
| Diana M. Murphy | 0 | * | ||||||
| Peter R. Porrino | 31,504 | * | ||||||
| John G. Rice | 15,746 | * | ||||||
| Douglas M. Steenland | 44,623 | * | ||||||
| Therese M. Vaughan | 20,619 | * | ||||||
| Vanessa A. Wittman | 0 | * | ||||||
| Peter Zaffino | 1,350,680 | * | ||||||
| All current directors and current executive officers of AIG as a group (23 individuals) | 3,629,515 | * | ||||||
* None of the directors, the named executive officers or the directors and executive officers together as a group owned more than one percent of our common stock as of January 31, 2023.
(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: Fato—322,355 shares; Fitzsimons—82,384 shares; Hogan—365,227 shares; McElroy—223,302 shares; and Zaffino—1,041,051 shares and all current directors and current executive officers of AIG as a group—2,402,012 shares; and (ii) 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: Bergamaschi—1,299 shares; Cole—7,650 shares, Cornwell—39,649 shares; Jurgensen—34,309 shares; Mills—31,683 shares; Porrino—31,504 shares; Rice—5,746 shares; Steenland—39,823 shares; and Vaughan—19,619 shares.
28 AIG 2023 PROXY STATEMENT
Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | ||
What am I voting on? We are asking shareholders to approve, on an advisory basis, the 2022 compensation of AIG’s named executive officers as disclosed in this Proxy Statement. Voting Recommendation  The Board of Directors unanimously recommends a vote FOR the 2022 compensation of AIG’s named executives. | ||
This advisory vote to approve executive compensation is commonly referred to as the "say-on-pay" vote and is being requested in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC. This advisory vote is not binding on the Board or AIG. However, the CMRC will consider the outcome of the vote when considering future executive compensation arrangements. AIG currently holds its say-on-pay votes on an annual basis, which is consistent with the results of the most recent vote at the 2019 Annual Meeting on the frequency of our say-on-pay vote. This practice will continue at least until the next vote on the frequency of future say-on-pay votes, which will occur at the 2025 Annual Meeting.
The Board and the CMRC believe that AIG’s executive compensation program has effectively aligned pay with performance, while facilitating the retention of highly talented executives who are critical to our long-term success. Accordingly, the Board recommends that shareholders vote FOR the following resolution:
RESOLVED: that the shareholders of the common stock of AIG approve, on an advisory basis, the compensation of AIG’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and in the related narrative disclosures contained in this Proxy Statement.
Recommendation
The Board of Directors unanimously recommends a vote FOR this resolution.
AIG 2023 PROXY STATEMENT 29
Compensation Discussion and Analysis | ||
Named Executives in 2022 Peter Zaffino Chairman & Chief Executive Officer Shane Fitzsimons(1) Executive Vice President & Chief Financial Officer Lucy Fato Executive Vice President, General Counsel & Global Head of Communications and Government Affairs Kevin Hogan(2) President & Chief Executive Officer, Corebridge Financial, Inc. David McElroy Executive Vice President & Chief Executive Officer, General Insurance | ||||||||||||||
(1)On January 10, 2023, AIG announced that Mr. Fitzsimons was taking a medical leave of absence. Sabra Purtill currently serves as Executive Vice President & Interim Chief Financial Officer of AIG.
(2)From January 1, 2022 to September 19, 2022, Mr. Hogan served as Executive Vice President & Chief Executive Officer, Life and Retirement, AIG. Since September 20, 2022, in connection with the Corebridge IPO, Mr. Hogan has served as the President & Chief Executive Officer of Corebridge. Mr. Hogan continues to be an executive officer of AIG because Life and Retirement remains a principal business unit and consolidated segment of AIG, and he reports to Mr. Zaffino, Chairman & CEO of AIG.
30 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis Executive Summary
Executive Summary
2022 Annual Compensation At-a-Glance
2022 CEO Annual Target Direct Compensation(1) | 2022 Average Annual Target Direct Compensation of Other Named Executives(1) | |||||||
 |  | |||||||
(1)Does not reflect 2022 compensation that was paid or granted to certain named executives in the form of special awards, because they are not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" and "—2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for details on these special awards.
2022 Short-Term Incentive (STI) Program
| Target Short-Term Incentive Award ($) |  | Business Performance Score (0-150%) | | Individual Performance Score (0-150%) |  | Actual Short-Term Incentive Award ($) | ||||||||||||||||||||||||||||||||
| Business Performance Scorecards | Individual Performance Four Strategic Pillars | |||||||||||||||||||||||||||||||||||||
| General Insurance | Life and Retirement | Corporate | 1. Financial 2. Strategic | 3. Operational 4. Organizational | ||||||||||||||||||||||||||||||||||
nAccident Year Combined Ratio (AYCR), ex-CATs** nDiluted Normalized Adjusted After-tax Income (AATI) Attributable to AIG Common Shareholders Per Share* Growth | nNormalized Adjusted Return on Average Equity (ROAE)* nNormalized General Operating Expenses (GOE)* nInvestment Performance vs. Benchmark | nWeighted average of GI and L&R nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth nAIG 200 Net GOE Exit Run-rate Savings ex Corebridge* | All individual performance scorecards include diversity, equity and inclusion considerations. | |||||||||||||||||||||||||||||||||||
| Regardless of performance, all awards are subject to an overall cap of 200% of target | ||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
** Accident Year Combined Ratio, ex-CATs is a non-GAAP financial measure. See Appendix A for a reconciliation showing how this metric is calculated from our audited financial statements.
AIG 2023 PROXY STATEMENT 31
Compensation Discussion and Analysis Executive Summary
2022 Annual Long-Term Incentive (LTI) Award Allocation(1)
(1)In 2022, Mr. Hogan's long-term incentive award consisted of 50 percent PSUs and 50 percent RSUs.
2022 Performance Highlights
AIG completed multiple key strategic initiatives in 2022 while continuing to deliver excellent results in General Insurance and superior overall returns to shareholders.
Total Shareholder Return (TSR) of 114 percent, Outperforming the S&P 500 | |||||||||||
Successful Completion of Corebridge IPO AIG closed the IPO of 12.4 percent of Corebridge common stock. The aggregate gross proceeds of the offering to AIG, before deducting underwriting discounts and commissions and other expenses payable by AIG, were approximately $1.7 billion | Very Strong General Insurance Business Results 18 consecutive quarters of improvement in the combined ratio and AYCR, ex-CATs*, finishing 2022 with a combined ratio of 91.9 and an AYCR, ex-CATs* of 88.7; underwriting income increased by approximately $1 billion year over year, following growth in underwriting income of over $2 billion in 2021 as compared to 2020 | AIG 200 Savings Executed on Ahead of Schedule Each of the Ten Operational Programs of AIG 200 are in late stages of execution and AIG 200 exit run-rate savings target of $1 billion was executed on six months ahead of schedule | Capital Management Initiatives Reduced AIG general borrowings by $9.4 billion Repurchased $5.1 billion of AIG’s common stock and paid $1.0 billion of dividends Corebridge paid approximately $300 million in dividends to its shareholders since its IPO in September 2022 | ||||||||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
32 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis Executive Summary
Overview of 2022 Annual Executive Compensation
Programs and Decisions*
Programs and Decisions*
| Annual target compensation, informed by market practices in our peer group | |||||||||||||||||
2022 Annual Compensation Component | Zaffino (1) | Fitzsimons | Fato | Hogan (2) | McElroy | ||||||||||||
| Base Salary | $1,500,000 | $1,000,000 | $1,000,000 | $1,250,000 | $1,000,000 | ||||||||||||
| Target STI | $4,500,000 | $1,700,000 | $1,900,000 | $2,250,000 | $2,500,000 | ||||||||||||
| Target LTI | $12,900,000 | $2,800,000 | $3,300,000 | $4,000,000 | $4,000,000 | ||||||||||||
| Target Direct Compensation | $18,900,000 | $5,500,000 | $6,200,000 | $7,500,000 | $7,500,000 | ||||||||||||
| Annual compensation decisions, informed by target compensation and business and individual performance | |||||||||||||||||
Zaffino (1) | Fitzsimons | Fato | Hogan (2) | McElroy | |||||||||||||
| 2022 Actual STI Grant | $7,830,000 | $3,000,000 | $3,100,000 | $2,400,000 | $3,250,000 | ||||||||||||
2022 STI Percent of Target Earned (Business Performance Score x Individual Performance Score)(3) | 174 | % | 176 | % | 163 | % | 107 | % | 130 | % | |||||||
2022 Actual LTI Grant | $12,900,000 | $2,800,000 | $3,300,000 | $4,000,000 | $4,000,000 | ||||||||||||
(1)Effective February 22, 2022, Mr. Zaffino's base salary was increased from $1.5 million to $1.6 million, and his 2022 target STI amount was increased from $4.0 million to $4.5 million. Effective November 10, 2022, in conjunction with his new five-year employment agreement, Mr. Zaffino’s base salary was reduced to $1.5 million and his target STI remained at $4.5 million. In addition, Mr. Zaffino’s annual target LTI was increased to $14 million and is performance-based (comprised of 75 percent PSUs and 25 percent options), effective for 2023.
(2)Mr. Hogan’s 2022 LTI award includes RSUs of AIG that were converted to RSUs of Corebridge upon the Corebridge IPO, based on a conversion factor of 2.580952. The conversion factor was determined by the AIG closing stock price on September 14, 2022, the day before the effectiveness of the IPO ($54.20), divided by the public offering price for Corebridge common stock in the IPO ($21.00). Mr. Hogan’s 2022 PSUs did not convert to Corebridge PSUs and instead remain eligible to be settled in AIG common stock.
(3)See “—2022 Compensation Decisions and Outcomes—2022 Short-Term Incentive Awards” for a detailed explanation of the underlying performance considered in assessing the Business and Individual Performance Scores.
* Does not reflect 2022 compensation that was paid or granted in the form of special awards, because they are not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" and "—2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for details on these special awards.
Compensation Program Alignment to Performance
and Shareholder Experience
and Shareholder Experience
AIG’s strong financial and stock performance in 2022 is reflected in the STI plan outcomes, demonstrating an effective alignment of pay and performance. The long-term nature of this strong performance was also evident, with AIG exceeding the PSU targets for the three-year performance period ended December 31, 2022.
Based on the three core metrics of (i) Relative Tangible Book Value Per Common Share** (annual and three-year cumulative growth relative to peers), (ii) AIG 200 Cumulative Run-rate Net GOE Savings** (annual and three-year cumulative run-rate savings), and (iii) a TSR modifier of +/- 10 percent, the 2020 PSUs were paid out at 179 percent.
Additional information on individual pay decisions can be found under “—2022 Compensation Decisions and Outcomes,” beginning on page 41.
** We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
AIG 2023 PROXY STATEMENT 33
Compensation Discussion and Analysis Compensation Design
Compensation Design
Our Philosophy
Our compensation philosophy is based on a set of foundational principles that guide how we structure our compensation programs for our global workforce and how we reach decisions. Our philosophy is long-term oriented and risk-balanced, enabling us to deploy the best talent across our Company for various business needs. The CMRC evaluates and adjusts our programs annually, balancing strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to promote desired outcomes. | |||||
nLong-term oriented nStrategically aligned nRisk-balanced nTalent attracting | |||||
| Principle | Component | How We Apply It to our Named Executives | ||||||
We retain and attract the best talent | Offer market-competitive compensation to retain and attract the best employees and leaders | nCompensation levels set with reference to market data in the insurance and financial services industries where we compete for talent nUse special awards to reward exceptional performance and promote retention in extraordinary circumstances | ||||||
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 | nMajority of all compensation is variable and at-risk nIncentives tied to AIG performance, business performance and individual contributions nObjective performance measures and goals used, which are clearly defined nOutcomes provide for significant upside for superior performance, as well as significant downside in the case of under-performance | ||||||
We align interests with our shareholders | Motivate 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 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 | nMajority of compensation is equity-based nMajority of annual equity-based compensation is performance-based, in the form of PSUs and stock options; Beginning in 2023, annual equity-based compensation of our Chairman & CEO and our CFO is comprised solely of PSUs and stock options nNamed executives are 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 nPerformance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines nAnnual risk assessments evaluate compensation plans to ensure they appropriately balance risk and reward nFollow evolving compensation best-practices through engagement with outside consultants and peer groups | ||||||
34 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis Compensation Design
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.
 | What We Do: |  | What We Avoid: | ||||||||
nPay for performance nDeliver majority of executive compensation in the form of at-risk, performance-based pay nAlign performance objectives with our strategy nEngage with our shareholders on matters including executive compensation and governance nRequire meaningful share ownership and retention during employment and for six months following departure nProhibit pledging and hedging of AIG securities nCap payout opportunities under incentive plans applicable to our named executives nMaintain a robust Clawback Policy nMaintain double-trigger change-in-control benefits nConduct annual risk review of AIG incentive plans nEngage an independent compensation consultant and consult outside legal advisors | nNo tax gross-ups other than for tax equalization and relocation benefits nNo excessive perquisites, benefits or pension payments nNo reloading or repricing of stock options nNo equity grants below 100 percent of fair market value nNo dividends or dividend equivalents vest unless and until LTI awards vest nNo “single-trigger” change in control equity acceleration | ||||||||||
Balanced Compensation Framework
Our annual compensation program is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance and business unit and enterprise-wide contributions. We provide three elements of annual target direct compensation: base salary, an STI award and an LTI award. Our annual target direct compensation and mix of components are set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits. On occasion, and when the circumstances are necessary or appropriate, we provide special equity awards to reward exceptional performance and promote long-term retention with AIG, as described throughout this Compensation Discussion and Analysis.
At Risk At least 82 percent of each named executive’s annual target direct compensation is at risk, based on performance and subject to the Clawback Policy. | Long-Term Oriented and Performance-Based With respect to 2022 compensation, at least 50 percent of each named executive’s annual target direct compensation is delivered in LTI, of which 75 percent is in the form of performance-based awards (PSUs and stock options) that reward for long-term value creation and performance achievements, and stock price appreciation relative to our trading price per grant. Beginning in 2023, long-term incentive awards for our Chairman & CEO and CFO are in the form of PSUs and stock options only. | Risk Balanced AIG’s Enterprise Risk Management group reviews all incentive plans to ensure the appropriate balance of risk and reward, without encouraging excessive risk-taking. | ||||||
AIG 2023 PROXY STATEMENT 35
Compensation Discussion and Analysis Compensation Design
2022 CEO Annual Target Total Direct Compensation(1)(2)
(1)Does not reflect 2022 compensation that was paid or granted to Mr. Zaffino in the form of a special RSU award, because it is not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" for details on Mr. Zaffino's special RSU award, which is scheduled to cliff vest on November 10, 2027.
(2)Beginning in 2023, annual equity-based compensation for Mr. Zaffino is performance-based (75 percent PSUs and 25 percent options).
2022 Average Annual Target Direct Compensation of Other Current Named Executives(1)(2)
(1)Does not reflect 2022 compensation that was paid or granted to certain named executives in the form of special awards, because they are not considered part of annual compensation. See "2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for details on these special awards.
(2)In 2022, Mr. Hogan's long-term incentive awards consisted of 50 percent PSUs and 50 percent RSUs.
36 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis Compensation Design
Use of Market Data
The CMRC uses data for relevant peer groups to support the key principles of our compensation philosophy, including retaining and attracting the best talent and paying for performance. AIG used two peer groups for the 2022 executive compensation program: one to inform compensation levels and design, and one for measuring relative TSR performance in our LTI programs. Each serves a distinct purpose to enhance the relevance of the data being considered. The CMRC periodically reviews our peer groups to ensure continuing relevance. In 2022, in anticipation of the separation of Corebridge, the relative TSR peer group was updated to reflect only Property & Casualty companies. | |||||
nTwo peer groups nReflect competitors for talent and business nAligns peer group with intended purpose | |||||
Compensation Peer Group | nProvides perspective and data reflecting compensation levels and insight into pay practices nComprises companies of a similar size and business model that draw from the same pool of talent as AIG nEstablished in 2019, taking into account business model, company size, competitive relevance (e.g., for talent and investors) and data reliability | ||||
AIG Relative TSR Peer Group | nProvides a means to assess long-term shareholder relative value creation nReviewed and updated in 2022 to focus on Property & Casualty peers nApplies to PSU awards granted in 2022 nPeers used for relative TSR performance metric applicable to PSUs granted in 2020 and 2021 reflected a combination of General Insurance, Life and Retirement and composite peers, which can be found on page 55 | ||||
Compensation Peer Group
1.The Allstate Corporation (NYSE:ALL) 2.American Express Company (NYSE:AXP) 3.Bank of America Corporation (NYSE:BAC) 4.BlackRock, Inc. (NYSE:BLK) 5.Capital One Financial Corp. (NYSE:COF) 6.Chubb Limited (NYSE:CB) | 7.The Cigna Group (NYSE:CI) 8.Citigroup Inc. (NYSE:C) 9.JPMorgan Chase & Co. (NYSE:JPM) 10.Manulife Financial Corporation (NYSE:MFC) 11.Marsh & McLennan Companies, Inc. (NYSE:MMC) 12.MetLife, Inc. (NYSE:MET) | 13.The Progressive Corporation (NYSE:PGR) 14.Prudential Financial, Inc. (NYSE:PRU) (NYSE:PRU) 15.The Travelers Companies, Inc. (NYSE:TRV) 16.U.S. Bancorp (NYSE:USB) 17.Wells Fargo & Company (NYSE:WFC) | ||||||
| Relative TSR Peer Group | ||||||||
1.Chubb Limited (NYSE:CB) 2.CNA Financial Corporation (NYSE:CNA) 3.The Hartford Financial Services Group, Inc. (NYSE:HIG) | 4.Markel Corporation (NYSE:MKL) 5.Tokio Marine Holdings, Inc. (OTCMKTS:TKOMY) 6.The Travelers Companies, Inc. (NYSE:TRV) | 7.W.R. Berkley Corporation (NYSE:WRB) | ||||||
Engagement with Shareholders on Executive Compensation Topics
The CMRC views shareholder feedback as an important input into its decisions on executive compensation. At our 2022 Annual Meeting, we were pleased that 94.4 percent of votes were cast in favor of our resolution to approve executive compensation. See "Corporate Governance — Shareholder Engagement" for more information on our shareholder engagement efforts in 2022.
AIG 2023 PROXY STATEMENT 37
Compensation Discussion and Analysis Compensation Governance
Compensation Governance
Role of the CMRC
The CMRC is chaired by Ms. Mills and is currently comprised of three independent directors. Throughout 2022, the CMRC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023. The CMRC held eight meetings in 2022.
The role of the CMRC and its interplay with management and the Board as a whole are set forth below.
 | |  | | ||||||||||||||||||||||||||
| Management | Compensation and Management Resources Committee | Board of Directors | |||||||||||||||||||||||||||
nAIG’s Chairman & CEO makes recommendations to the CMRC on compensation for the executive team, including the named executives nAs appropriate, senior management attends meetings to assist the CMRC with its decision making | nDetermines and approves the goals, achievements and compensation of the Chairman & CEO nApproves compensation for other senior executives, including all named executives nOversees AIG’s compensation and benefit programs nOversees AIG’s management development and succession planning programs for executive management nOversees the assessment of risks related to AlG’s compensation programs nReviews periodic updates provided on initiatives and progress in human capital, including diversity, equity and inclusion nApproves this Compensation Discussion and Analysis report on executive compensation nEngages an independent consultant nOversees compliance with AIG’s stock ownership guidelines and Clawback Policy | nRatifies the compensation of the Chairman & CEO nReviews and approves CMRC recommendations on incentive plans where shareholder approval is required | |||||||||||||||||||||||||||
In reaching decisions, the CMRC may invite the opinions of members of the management team, AIG’s outside counsel and the CMRC’s independent compensation consultant. See “Corporate Governance—Board Committees” for more information on the structure, role and activities of the CMRC.
The Annual Process
The CMRC has an established annual process for executive compensation decision-making and in a typical year, during the first quarter, it:
nAssesses short-term incentive plan performance against goals as well as individual performance of each named executive and approves individual awards
nAssesses long-term incentive plan performance against three-year goals and approves payouts
nReviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance, compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent
nReviews and recommends to the Board approval of compensation decisions for the Chairman & CEO
nReviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the Chairman & CEO's individual metrics and goals) and PSU grants
During the balance of the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts.
38 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis Compensation Governance
Qualitative Assessment
A central part of the CMRC’s role involves applying its judgment in making final compensation decisions to ensure outcomes balance rewarding appropriately for performance delivered on a year-on-year basis, equity across the businesses and forward-looking implications. Beyond the business scorecard objectives that were achieved, the individual performance scorecards provide an opportunity to balance financial and operational achievements with judgments regarding how performance was achieved. This use of judgment, and where appropriate, application of discretion, ensures appropriate and balanced outcomes once all the facts are known at year-end. The factors that were considered in determining 2022 awards for the named executives included leadership qualities, collaboration with colleagues on strategic priorities, promotion of AIG’s culture of underwriting excellence, performance relative to peers and DEI considerations.
Input from Independent Compensation Consultants
Having been first appointed in October 2021, the CMRC continued to engage the services of Pay Governance LLC (Pay Governance) as its independent executive compensation consultant throughout 2022. The independent advisor attends CMRC meetings and:
nProvides views on:
—How AIG’s compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly
—“Best practices” and how they apply to AIG
—The design and implementation of current and proposed executive compensation programs
nResponds to questions raised by members of the CMRC during the executive compensation process
nParticipates in discussions pertaining to compensation and risk, assessing our process and conclusions
nParticipates in discussions on performance goals that are proposed by management for the CMRC’s approval
The CMRC reviews advisor independence annually to understand any relationships with AIG, including members of the CMRC and AIG’s executive officers. The CMRC assessed Pay Governance’s independence relative to the six factors in the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest.
During 2022, AIG engaged Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC’s purview. In its capacity as the CMRC’s independent advisor, Pay Governance reviewed these reports before they were considered by the CMRC. This review, coupled with the CMRC's review of Johnson Associates' services, appropriately addressed any potential conflicts of interest raised by Johnson Associates' work or business relationship with AIG.
2022 CEO Five-Year Employment Agreement
In 2022, the Board undertook a comprehensive review of AIG’s employment and compensation arrangements with Mr. Zaffino and determined that, in light of his exemplary leadership, unique financial, technical and operational capabilities and his track record of delivering outperforming results, securing his future employment with AIG was critical to the Company's long-term success. Since joining AIG in 2017, Mr. Zaffino has designed and led transformational change throughout the Company while also providing leadership stability. Mr. Zaffino's numerous accomplishments, including in the following areas, are described in more detail in "—2022 Compensation Design and Outcomes—2022 Short-Term Incentive Awards—Individual Performance Scorecards":
nExecution of AIG Priorities. Mr. Zaffino designed and led the execution of significant strategic and operational priorities across AIG, including the historic turnaround and transformation of the General Insurance business, overhauling AIG’s reinsurance strategy, designing and overseeing the execution of AIG 200, pursuing the operational separation of Corebridge, including the successful IPO in September 2022, and the redesign of AIG’s investment management group structure and strategy with the development of asset management relationships with Blackstone and BlackRock.
nStrong Financial Results. Under Mr. Zaffino’s leadership, AIG has had very strong financial results, including the strongest underwriting profitability AIG has ever achieved in 2022, despite an increase in the frequency and severity of natural catastrophes, the COVID-19 pandemic, an unstable geopolitical environment and volatile market conditions.
—The General Insurance 2022 Calendar Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement
—The General Insurance 2022 AYCR, ex-CATs* improved 230 basis points to 88.7 percent
AIG 2023 PROXY STATEMENT 39
Compensation Discussion and Analysis 2022 CEO Five-Year Employment Agreement
—Through the fourth quarter of 2022, General Insurance achieved 18 consecutive quarters of improvement in underwriting ratios, reflecting a reduction in Combined Ratio of 1,140 basis points and in AYCR, ex-CATs* of 1,260 basis points since the second quarter of 2018
—The AYCR, ex-CATs* was below 90 percent for each quarter of 2022 and underwriting income increased by approximately $1 billion in 2022 as compared to 2021, following growth in underwriting income of over $2 billion in 2021 as compared to 2020
nCapital Management. Mr. Zaffino designed and led the plans and activities taken to prepare Corebridge to be a standalone public company and delivered successfully against AIG's 2022 Capital Plan.
—Returned over $6 billion to AIG shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing $9.4 billion of AIG general borrowings
—Execution of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into $2.5 billion revolving syndicated credit facility
nRecruiting Top Talent. Mr. Zaffino recruited top talent across AIG.
The Board also considered the increasingly competitive market for executive leadership talent in the insurance and financial services markets and Mr. Zaffino’s status as an industry leader whose achievements have been well-recognized throughout the investment community.
In recognition of these and other achievements and the importance of continuity in leadership for AIG, the Board approved AIG’s entry into a five-year employment agreement with Mr. Zaffino, securing his employment as AIG’s CEO through November 2027.
Under this agreement, and as part of the Board’s holistic review of his annual compensation arrangements, Mr. Zaffino’s:
nannual base salary was reduced from $1,600,000 to $1,500,000;
nannual target STI opportunity remained unchanged at $4.5 million; and
nannual target LTI opportunity was increased and restructured to be comprised of performance-based awards in the form of PSUs (75 percent) and stock options (25 percent):
—effective for 2023, annual target LTI increased from $12.9 million to $14 million; and
—Mr. Zaffino will no longer receive RSUs as part of his LTI opportunity that would have vested ratably each year.
In addition to the employment agreement, the Board approved a special grant to Mr. Zaffino in the form of restricted stock units having a grant value of $50,000,000 (the Special RSU Grant). The Special RSU Grant will cliff vest in full on November 10, 2027, subject to Mr. Zaffino’s continued employment with AIG through such date (except in the case of specified termination of employment scenarios or retirement, as described in “2022 Executive Compensation—Potential Payments on Termination”).
The Board believes that, when viewed as a whole, Mr. Zaffino’s mix of compensation appropriately balances pay for performance objectives with a view towards long-term sustainable growth. As of 2023, Mr. Zaffino's LTI award is comprised solely of PSUs and stock options. This allows the Board to reassess 3-year performance metrics annually, taking into account changes in the Company’s business, strategy and macroeconomic conditions, while the Special RSU Grant, which cliff vests after five years, serves to retain Mr. Zaffino while also incentivizing him to achieve long-term value creation that is sustainable. The Board believes that this combination of performance-based equity and long-term, time vesting RSUs (vesting after 5 years versus annually), provides the most suitable mix of equity compensation that aligns Company performance with shareholder experience, without incenting undo risk taking.
Importantly, as consideration for Mr. Zaffino’s entry into the employment agreement and receipt of the Special RSU Grant, AIG obtained enhanced restrictive covenants that apply during his employment and for a period of one year following the termination of his employment for any reason other than upon expiration of the five-year term. In addition, Mr. Zaffino will be required to provide AIG with at least 12 months’ notice prior to a termination of his employment without good reason or due to his retirement. These provisions represent an expansion from his prior restrictive covenants.
*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
40 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
2022 Compensation Decisions and Outcomes
2022 Base Salary
| At a Glance: | nFixed cash compensation nRepresents 8 to 18 percent of a named executive’s annual target direct compensation nReviewed annually or upon a change in role, where appropriate n2022 year-end salaries identical to 2021 | ||||
Base salary is intended to fairly compensate named executives for the responsibilities of their respective positions and achieve an appropriate balance of fixed and variable pay. The CMRC undertakes an annual review of named executive salaries to determine whether they should be adjusted. In making this determination, the CMRC considers a broad range of factors including, scope of role, experience, skillsets and salaries for comparable positions within the Compensation Peer Group, as well as internal parity among AIG’s executive officers.
| Named Executive | 2021 Year-End Base Salary Rate | 2022 Year-End Base Salary Rate | Percent Change | ||||||||
Peter Zaffino(1) | $1,500,000 | $1,500,000 | — | % | |||||||
Shane Fitzsimons(2) | $— | $1,000,000 | — | % | |||||||
| Lucy Fato | $1,000,000 | $1,000,000 | — | % | |||||||
| Kevin Hogan | $1,250,000 | $1,250,000 | — | % | |||||||
| David McElroy | $1,000,000 | $1,000,000 | — | % | |||||||
(1)From January 1, 2022 to February 21, 2022, Mr. Zaffino’s base salary was $1.5 million. From February 22, 2022 to November 9, 2022, Mr. Zaffino’s base salary was increased to $1.6 million. Effective November 10, 2022, in conjunction with his new five-year employment agreement, Mr. Zaffino's base salary was reduced to $1.5 million. For information on Mr. Zaffino’s employment agreement, see “—2022 CEO Five-Year Employment Agreement.”
(2)Mr. Fitzsimons was not a named executive in 2021.
AIG 2023 PROXY STATEMENT 41
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
2022 Short-Term Incentive Awards
At a Glance: | nPayouts based on a combination of quantitative business and individual performance nUnless specifically approved by the CMRC, earned awards equal the applicable Business Performance Score (0 percent to 150 percent), multiplied by the Individual Performance Score (0 percent to 150 percent), and payout is subject to an overall cap of 200 percent of target nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational) nSubject to clawback n2022 payouts ranged from 107 percent to 176 percent of target, reflecting strong financial results in General Insurance, successful completion of the Corebridge IPO and continued progress in other areas of strategic importance | ||||
Changes for 2022: | nUpdated performance metrics and weightings to align with 2022 business priorities and separation of Life and Retirement business | ||||
STI awards are designed to drive AIG’s business objectives and strategies and to reward performance delivered during the year. STI awards consist of an annual cash target, subject to results achieved against quantitative business unit and corporate metrics and an individual scorecard. This combination of business and individual performance is consistent with our desire to promote a performance driven culture.
| Target Short-Term Incentive Award ($) | | Business Performance Score (0-150%) | | Individual Performance Score (0-150%) | = | Actual Short-Term Incentive Award ($) (up to 200%) | ||||||||||||||||||||||||||||||||
| Business Performance Scorecards | Individual Performance Four Strategic Pillars | |||||||||||||||||||||||||||||||||||||
| General Insurance | Life and Retirement | Corporate | 1. Financial 2. Strategic | 3. Operational 4. Organizational | ||||||||||||||||||||||||||||||||||
nAYCR, ex-CATs* nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth | nNormalized Adjusted ROAE* nNormalized GOE* nInvestment Performance vs. Benchmark | nWeighted average of GI and L&R nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth nAIG 200 Net GOE Exit Run-rate Savings ex Corebridge* | All individual performance scorecards include diversity, equity and inclusion considerations. | |||||||||||||||||||||||||||||||||||
| Regardless of performance, all awards are subject to an overall cap of 200% of target | ||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
Business Performance Scorecard
The 2022 metrics and goals reflect a continuing commitment to sustaining and rewarding a high-performance culture that supports AIG’s business strategies. The CMRC seeks to establish goals and metrics that are quantitative, appropriately rigorous, balanced across the different business units and compatible with effective risk management so as not to incentivize excessive risk taking.
Each metric has a threshold, target and maximum performance goal associated with it and a corresponding level of payout with interpolation for achievements between goals:
| Performance | Below Threshold | Threshold | Target | Stretch | Maximum or Above | ||||||||||||
| Payout (% of target) | 0% | 50% | 100% | 125% | 150% | ||||||||||||
42 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
The 2022 quantitative performance results for each of the business scorecards are set forth below.
Corporate
| Performance Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | Actual | % Achieved | Weighting | % Achieved (Weighted) | ||||||||||||||||||
Weighted Business Unit Performance(1) | Total weighted performance for General Insurance (70%) and Life and Retirement (30%); see scorecards below | N/A | 114 | % | 40 | % | 45 | % | ||||||||||||||||||
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share(2)(3) | $4.50 | $5.00 | $5.25 | $5.50 | $4.89 | 89 | % | 30 | % | 27 | % | |||||||||||||||
AIG 200 Net GOE Exit Run-rate Savings ex Corebridge(2)(4) | $650M | $750M | $875M | $1,000M | $981M | 146 | % | 30 | % | 44 | % | |||||||||||||||
| Corporate Quantitative Performance Score: | 116% | |||||||||||||||||||||||||
(1)Actual performance represents the weighted average of quantitative performance scores for each business unit as follows: (70 percent x 122 percent) + (30 percent x 94 percent) = 114 percent. Detailed business unit scorecards are set forth below.
(2)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
(3)Normalized for (better) / worse than 6 percent expected alternative returns, 4 percent expected fair value changes on fixed maturity securities, (better) / worse than expected CAT losses (net of reinsurance), (favorable) / unfavorable annual actuarial update, (favorable) / unfavorable COVID-19 mortality, (favorable) / unfavorable prior year development (PYD) net of reinsurance and premium adjustments, (better)/ worse than expected return on business transactions.
(4)Cumulative run-rate net GOE Savings is measured from the inception of the AIG 200 program, excluding Corebridge initiated savings.
General Insurance
| Performance Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | Actual | % Achieved | Weighting | % Achieved (Weighted) | ||||||||||||||||||
Accident Year Combined Ratio, excluding CATs(1) | 90.0 | % | 89.5 | % | 88.5 | % | 88.0 | % | 88.7 | % | 120 | % | 60 | % | 72 | % | ||||||||||
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share(1)(2) | $4.50 | $5.00 | $5.25 | $5.50 | $5.25 | 125 | % | 40 | % | 50 | % | |||||||||||||||
| General Insurance Quantitative Performance Score: | 122 | % | ||||||||||||||||||||||||
(1)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
(2)Normalized for (better) / worse than 6 percent expected alternative returns, 4 percent expected fair value changes on fixed maturity securities, (better) / worse than expected CAT losses (net of reinsurance), (favorable) / unfavorable PYD net of reinsurance and premium adjustments, (better)/ worse than expected return on business transactions, and certain business factors related to neutralizing Corebridge’s impact on AIG’s earnings per share.
Life and Retirement*
| Performance Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | Actual | $ Achieved | Weighting | % Achieved (Weighted) | ||||||||||||||||||
Normalized Adjusted ROAE(1)(2) | 10 | % | 12 | % | 13% | 14 | % | 11.1 | % | 78 | % | 40 | % | 31 | % | |||||||||||
Normalized GOE(1)(3) | ($100M) | ($150M) | ($200M) | ($250M) | ($135M) | 85 | % | 30 | % | 26 | % | |||||||||||||||
| Investment Performance vs. Benchmark | (100 bps) | Equal | +100bps | +200bps | +97bps | 124 | % | 30 | % | 37 | % | |||||||||||||||
| Life and Retirement Quantitative Performance Score: | 94 | % | ||||||||||||||||||||||||
* Life and Retirement represents the Life and Retirement segment plus components of Other Operations.
(1)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
(2)Normalized for separation related items, COVID mortality claims, annual actuarial assumptions update, litigation matters, and (better)/ worse than expected return on business transactions, (better) / worse than 6 percent expected return on alternative investments, 4 percent expected fair value changes on fixed maturity securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.
(3)Normalized GOE as reported less separation-related impacts and certain one-time non-recurring items.
AIG 2023 PROXY STATEMENT 43
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
In summary, 2022 performance resulted in the following STI awards for our named executives:
| Named Executive | 2022 Short-Term Incentive Award ($) | Business Performance Scorecard Result | Individual Performance Scorecard Result | 2022 Actual Short-Term Incentive Award ($) | ||||||||||
| Peter Zaffino | 4,500,000 | 116 | % | 150 | % | 7,830,000 | ||||||||
| Shane Fitzsimons | 1,700,000 | 116 | % | 152 | % | 3,000,000 | ||||||||
| Lucy Fato | 1,900,000 | 116 | % | 141 | % | 3,100,000 | ||||||||
| Kevin Hogan | 2,250,000 | 94 | % | 113 | % | 2,400,000 | ||||||||
| David McElroy | 2,500,000 | 122 | % | 107 | % | 3,250,000 | ||||||||
Individual Performance Scorecards
Given the importance of our named executives in making and operationalizing decisions that continue to set AIG up for future success, the CMRC also assesses an individual performance scorecard for each named executive. Objectives are structured to reward actions under four key pillars: Financial, Strategic, Operational and Organizational. The objectives reflect areas of importance for each individual.
Individual performance objectives for each of our named executives include a combination of detailed quantitative and qualitative components. Our named executives distinguished themselves in 2022 by taking on complex, ambitious objectives and executing on multiple priorities with excellence under challenging conditions, including significant macro-economic and geopolitical headwinds, unprecedented frequency and severity of natural catastrophes and lingering impacts from the global pandemic. What follows below is a summary of the goals and related achievements the CMRC considered when determining each named executive’s individual performance score for 2022.
44 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
Peter Zaffino
Chairman & Chief Executive Officer
| Pillar and Goal Overview | Achievements | ||||
Financial nDeliver on AIG’s financial objectives nEffectively execute against the 2022 Capital Plan | nDelivered continued strong financial results driven by significant improvement in General Insurance —General Insurance 2022 Full Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement; General Insurance 2022 AYCR, ex-CATs* improved 230 basis points to 88.7 percent in 2022 —Through the fourth quarter of 2022, 18 consecutive quarters of improvement in underwriting ratios, reflecting a reduction in combined ratio of 1,140 basis points and a reduction in AYCR, ex-CATs* of 1,260 basis points since the second quarter of 2018 —AYCR, ex-CATs* was below 90 percent for each quarter of 2022 and improved from each of the respective 2021 prior year quarters nImproved underwriting income by $1 billion or more for the second consecutive calendar year nDesigned and executed on the placement of AIG’s 2023 reinsurance program despite a complex and challenging renewal season in the face of challenging macro-economic conditions, geopolitical uncertainty and unprecedented frequency and severity of natural catastrophes nDelivered successfully against AIG’s 2022 Capital Plan, returning over $6 billion to shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing $9.4 billion of general borrowings nDesigned and led the execution of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into $2.5 billion revolving syndicated credit facility | ||||
Strategic nExecute successful IPO of Life and Retirement in 2022, including building the Board nAchieve profitable premium growth in General Insurance business nDrive key ESG initiatives including building a DEI focused company culture, establishing baseline net zero goals and Board refreshment nBuild and improve critical relationships with key external stakeholders | nSuccessfully completed the IPO of Corebridge despite challenging market conditions, representing 12.4 percent of Corebridge, which resulted in gross proceeds to AIG of $1.7 billion; largest U.S. IPO in 2022 nDesigned and oversaw work of the Separation Management Office, including establishing separate financial and operating systems for Corebridge to prepare the business to be a standalone, public company nLed recruitment effort of two Corebridge independent directors nTransformed AIG and Corebridge Investments operating models through asset management relationships with Blackstone and BlackRock nParticipated in recruitment efforts that led to Mr. Rice and Ms. Bergamaschi joining the AIG Board in 2022 nExpanded the diversity of the Executive Leadership Team to 50 percent, with each member having a DEI objective embedded in their individual performance goals nEnhanced AIG's relationships and reputation with key external partners, regulators, policymakers and investment community through proactive engagement and participation in key industry conferences nEstablished a framework to begin operationalizing the net zero goals across our underwriting, investments and business operations nContinued title sponsorship of The AIG Women’s Open held at Muirfield in 2022 and grew the prize fund to $7.3 million in 2022 from $5.8 million in 2021, demonstrating AIG’s commitment to serving as allies to women in line with AIG’s Purpose & Values | ||||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
AIG 2023 PROXY STATEMENT 45
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
| Pillar and Goal Overview | Achievements | ||||
Operational nAchieve 2022 financial targets under AIG 200 nLead design of future-state AIG operating model nContinue to lead on future of work initiatives | nAchieved AIG 200 exit run-rate savings goal of $1 billion six months ahead of schedule nSimplified AIG’s operating model through separation of the Life and Retirement business and centralization of global information technology and operations capabilities nEstablished BlackRock as the primary investment manager for the AIG portfolio and a strategic partner for Corebridge nUpdated Return-to-Workplace guidelines, designed for maximum productivity and efficiency, while maintaining focus on the safety and wellbeing of our colleagues | ||||
Organizational nLead Company evolution to a performance-based culture nContinue to develop key personnel and ensure robust succession plans for critical roles and build a unified leadership team nContinue to enhance AIG's brand position, thought leadership and market presence | nIntroduced AIG’s new Purpose & Values Statement, which was developed with input from colleagues across AIG, with our purpose defining how we serve our many stakeholders and our values setting clear expectations and encouraging behaviors required to drive change and a culture of excellence nEmphasized a culture of inclusion and integrity through frequent and consistent communications with the Executive Leadership Team who each have goals related to DEI, integrity and risk management nDeveloped succession plans for leadership roles across the organization and, using an assessment-based approach, developed a training program, Leading Transformation, to assist AIG’s colleagues to develop skills, behaviors and leadership acumen to continue the successful transformation of AIG nEnhanced AIG’s reputation as a respected global thought leader by representing AIG with key industry trade groups and associations | ||||
Peter Zaffino Individual Performance Score: 150% | ||
Based on these accomplishments, the CMRC determined that Mr. Zaffino significantly exceeded his expected contributions to AIG in 2022. In particular, the CMRC recognized that under Mr. Zaffino’s leadership, AIG delivered strong financial results in 2022 and executed on several strategic priorities, including the Corebridge IPO, continued improvement in underwriting profitability and achieving the exit run-rate savings goal of AIG 200. Additionally, the CMRC recognized Mr. Zaffino’s demonstrated thought leadership in the global insurance industry. As a result, the CMRC recommended, and the Board approved, an Individual Performance Score for Mr. Zaffino of 150 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $7,830,000, representing 174 percent of target.
Target Short-Term Incentive Award $4,500,000 | | Business Performance Score Corporate 116% | | Individual Performance Score 150% | = | Actual Short-Term Incentive Award (174% of target) $7,830,000 | ||||||||||||||
46 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
Shane Fitzsimons
Executive Vice President & Chief Financial Officer
| Pillar and Goal Overview | Achievements | ||||
Financial nDeliver on AIG’s financial objectives | nOversaw execution against AIG’s 2022 Capital Plan, returning over $6.1 billion to shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing over $9.4 billion of general borrowings nStrengthened capitalization of insurance company subsidiaries nImproved AIG's parent liquidity portfolio nOversaw the implementation of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into a $2.5 billion revolving syndicated credit facility | ||||
Strategic nSupport and lead on the Corebridge IPO and operational separation nDevelop key external relationships nSupport AIG businesses and optimize Finance function | nContributed to the successful completion of the Corebridge IPO nProgressed operational separation of Corebridge nNegotiated framework for, and operationalized, investment management agreements with BlackRock for insurance company subsidiaries of AIG and Corebridge nStrengthened relationships and participated in significant engagement with investment community nCreated a one Finance team culture with strong collaboration across the Company nEstablished new security operating platforms to improve risk identification and responsiveness | ||||
Operational nMeet AIG 200 goals nImprove expense efficiency and controls nImprove business analytics capabilities to support informed decision-making | nAchieved AIG 200 exit run-rate savings goal of $1 billion six months ahead of schedule nDesigned and oversaw the implementation of operational changes that drove significant improvement in expense management nOversaw successful development and execution of tax planning strategies nDeveloped, implemented and operationalized key performance indicators leading to improved execution of Finance workstreams | ||||
Organizational nTechnology deployment nDevelop a best-in-class workforce reflecting AIG’s DEI commitments | nOversaw the implementation of various technology platforms to streamline processes and reduce risk nPromoted a diverse, equitable and inclusive workplace, with increased diverse representation across the Finance team | ||||
Shane Fitzsimons Individual Performance Score: 152% | ||
Based on these accomplishments, the CMRC determined that Mr. Fitzsimons’ contributions to AIG in 2022 exceeded expectations. In particular, the CMRC recognized the key role Mr. Fitzsimons’ played in advancing several of AIG’s strategic priorities, including the separation of the Life and Retirement business, the Corebridge IPO and significant capital and liability management. As a result, the CMRC approved an Individual Performance Score of 152 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $3,000,000, representing 176 percent of target. Mr. Fitzsimons' Individual Performance score surpasses the 150 percent guideline as a result of rounding.
Target Short-Term Incentive Award $1,700,000 | | Business Performance Score Corporate 116% | | Individual Performance Score 152% | = | Actual Short-Term Incentive Award (176% of target) $3,000,000 | ||||||||||||||
AIG 2023 PROXY STATEMENT 47
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
Lucy Fato
Executive Vice President, General Counsel & Global Head of Communications and Government Affairs
| Pillar and Goal Overview | Achievements | ||||
Financial nDeliver on expense management priorities | nWithin the Global Legal, Compliance and Regulatory/Government Affairs group (GLCR), provided high quality advice and support while actively managing expenses nSignificantly enhanced the AIG brand through Communications efforts, while actively managing expenses | ||||
Strategic nLead legal and regulatory aspects of the operational separation of Life and Retirement and IPO of Corebridge nLead re-branding of Life and Retirement to Corebridge nExecute a cohesive litigation strategy related to COVID-19 and other major complex coverage disputes nLead on regulatory and government affairs matters and strategy refreshment, positioning AIG as a thought leader nSuccessfully execute on key communications priorities, including support for Chairman & CEO communications and AIG’s new Purpose & Values | nServed as a strategic partner to the CEO and CFO with respect to the Corebridge IPO nOversaw legal and regulatory guidance with respect to significant capital management activities at AIG and Corebridge nContinued to oversee advice and support provided by GLCR with respect to the operational separation of Life and Retirement nOversaw internal and external communications initiatives related to the separation of Life and Retirement, including the rebranding of the business as Corebridge Financial and IPO- related activities nOversaw and guided strategies which led to favorable decisions in complex coverage disputes and other litigation matters nContinued robust engagement with global regulators to enhance AIG’s reputation in the regulatory community nEngaged with policymakers to re-introduce AIG as an industry thought leader nOversaw a comprehensive revamping of communications frameworks designed to elevate the quality and consistency of internal and external communications while enhancing AIG's reputation and strategic messaging nLaunched AIG’s Purpose & Values statement and established a governance team to support effective and robust implementation across AIG | ||||
Operational nEffectively support AIG 200 and digitization priorities as well as transformation efforts more broadly, including preparing Corebridge to be a standalone company nPromote a culture of integrity, marked by awareness of risk and risk management | nProvided strategic legal, compliance and regulatory guidance with respect to various transformation efforts and led engagement with global regulators to secure approval of key strategic transactions nOversaw strategy with respect to compliance with economic sanctions and regulatory challenges surrounding the conflict between Russia and Ukraine nOversaw continuous efforts to develop, implement and maintain various compliance and risk policies | ||||
48 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
| Pillar and Goal Overview | Achievements | ||||
Organizational nLead Legal and Communications Return-to- Workplace initiatives globally nFoster a respectful, rewarding, and inclusive culture that retains, attracts, and develops the best talent nFoster a collaborative culture across AIG nEnhance GLCR’s Pro Bono Program | nProvided legal and communications guidance to AIG’s Return-to-Workplace Taskforce nProvided development opportunities to strengthen internal talent pipelines through AIG’s leadership development and training programs and encouraged participation in AIG's Employee Resource Groups nContinued to expand AIG’s award-winning Pro-Bono Program leading to record participation in 2022 through existing and new partnerships, particularly those related to criminal and social justice reform, immigration, voting rights and supporting veterans and at-risk women and children | ||||
Lucy Fato Individual Performance Score: 141% | ||
Based on these accomplishments, the CMRC determined that Ms. Fato provided significant contributions to AIG in 2022 well beyond achievement of her individual goals. In particular, the CMRC recognized Ms. Fato’s key role in significant strategic priorities for AIG, including the separation of Life and Retirement and Corebridge IPO. They also recognized her significant efforts to establish a comprehensive communications framework that elevated AIG’s reputation with internal and external stakeholders globally. As a result, the CMRC approved an Individual Performance Score of 141 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $3,100,000, representing 163 percent of target.
Target Short-Term Incentive Award $1,900,000 | | Business Performance Score Corporate 116% | | Individual Performance Score 141% | = | Actual Short-Term Incentive Award (163% of target) $3,100,000 | ||||||||||||||
AIG 2023 PROXY STATEMENT 49
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
Kevin T. Hogan
President & Chief Executive Officer, Corebridge Financial, Inc.
| Pillar and Goal Overview | Achievements | ||||
Financial nAchieve Life and Retirement’s 2022 budgeted financial performance goals nMaintain balance sheet and capital management discipline | nDelivered solid financial results from the Life and Retirement business: —Surpassed base net investment income results compared to prior year and budget —Achieved financial performance in line with target driven by strong Fixed and Index Annuity sales, rising rates and higher yields through new investment partnerships nMaintained Fleet risk-based capital ratio above target through strong capital management nReturned approximately $300 million of dividends to shareholders of Corebridge after the IPO | ||||
Strategic nExecute successful separation of Corebridge from AIG to a publicly traded company nEnhance brand and thought leadership in the market nStrengthen and grow key relationships | nContributed to the successful completion of the Corebridge IPO nFacilitated operational separation of Life and Retirement through partnership with the Separation Management Office nMaintained relationships with key distribution partners, intermediaries and customers via strategic engagement programs, contributing to higher year-on-year sales | ||||
Operational nEnhance customer experience nExecute against the technology and expense roadmap to improve efficiencies | nCentralized approach to Data and Customer Experience to promote better cross-organizational outcomes for customers and colleagues nAligned organizational workstreams to create synergies between customer experience and delivery nSuccessfully implemented digitization and automation opportunities to improve operational efficiencies and enhance customer experiences nProgressed Corebridge Forward, an expense savings program | ||||
Organizational nExpand DEI efforts to foster an inclusive culture nRetain and attract talent through period of transition | nEstablished local partnerships to engage diverse professionals and students, positioning Corebridge as an employer of choice among diverse talent nEngaged employees through various internal events and established cross-functional practice groups to foster collaboration and expand development | ||||
Kevin T. Hogan Individual Performance Score: 113% | ||
Based on these accomplishments, the CMRC determined that Mr. Hogan’s contributions to AIG in 2022 exceeded expectations. In particular, the CMRC recognized Mr. Hogan key role in significant strategic priorities for AIG, including the separation of Life and Retirement and the Corebridge IPO. As a result, the CMRC approved an Individual Performance Score of 113 percent, which, when combined with the Life and Retirement quantitative Business Performance Score, resulted in an STI payment of $2,400,000, representing 107 percent of target.
Target Short-Term Incentive Award $2,250,000 | | Business Performance Score Life and Retirement 94% | | Individual Performance Score 113% | = | Actual Short-Term Incentive Award (107% of target) $2,400,000 | ||||||||||||||
50 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
David McElroy
Executive Vice President & Chief Executive Officer, General Insurance
| Pillar and Goal Overview | Achievements | ||||
Financial nAchieve General Insurance’s 2022 budgeted financial performance | nDelivered strong financial results for General Insurance: —General Insurance 2022 Full Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement; General Insurance 2022 AYCR, ex-CATs* was 88.7 percent, a 230 basis point improvement over 2021 —Commercial Insurance had a combined ratio of 89.6 percent, a 920 basis point improvement over 2021 and Global Commercial’s AYCR, ex-CATs* was 84.5 percent, a 460 basis point improvement over 2021 —Underwriting income of $2.0 billion in 2022, a $1 billion improvement over 2021 | ||||
Strategic nAdvance underwriting excellence through effective portfolio management nImprove portfolio quality positioning General Insurance for long-term profitable growth nImplement distribution strategies that support profitable growth, retention and new business | nGeneral Insurance achieved profitable NPW growth of 3.8 percent on a foreign exchange adjusted basis despite a challenging geopolitical and macroeconomic environment nEnhanced culture focused on underwriting excellence as evidenced by improved profitability and improved portfolio quality through better risk selection and positioning, improved terms and conditions and rate adequacy nEnhanced broker key performance indicator reporting to inform all aspects of engagement strategies | ||||
Operational nExecute on key AIG 200 priorities nImprove data quality through the effective execution of the General Insurance 2022 data strategy roadmap nDrive and promote culture of integrity and risk management | nAchieved key AIG 200 milestones including implementation of the Standard Commercial Underwriting Platform, expanded distribution channels, improved user experiences, applied efficiencies to reserving process, improved data management and governance and new risk assessment tools nSuccessfully implemented core management key performance indicators to business units covering 70 percent of gross premiums written | ||||
Organizational nRefine and deliver against key human capital priorities as part of General Insurance’s multi-year people strategy nEmbed DEI strategies and actions throughout General Insurance | nConducted talent reviews and succession planning exercises focused on identifying emerging diverse talent candidates for critical roles nDrove culture focused on AIG's Purpose and Values through multi-level leadership and strategy meetings across geographies | ||||
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
David McElroy Individual Performance Score: 107% | ||
Based on these accomplishments, the CMRC determined that Mr. McElroy’s contributions to AIG in 2022 exceeded expectations. In particular, the CMRC recognized Mr. McElroy’s key role in continuing to foster a culture of underwriting excellence, which led to strong financial results in General Insurance. The CMRC approved an Individual Performance Score of 107 percent, which, when combined with the General Insurance quantitative Business Performance Score, resulted in an STI payment of $3,250,000, representing 130 percent of target.
Target Short-Term Incentive Award $2,500,000 | | Business Performance Score General Insurance 122% | | Individual Performance Score 107% | = | Actual Short-Term Incentive Award (130% of target) $3,250,000 | ||||||||||||||
AIG 2023 PROXY STATEMENT 51
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
2022 Long-Term Incentive Awards
At a Glance: | n75 percent performance-based in PSUs (50 percent) and stock options (25 percent), and 25 percent in time-based in RSUs nTarget annual award value established annually and informed by market data nPSU payout capped at 200 percent of target nSubject to clawback | ||||
Changes for 2022: | nAYCR, ex-CATs* and Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* replace Relative Tangible Book Value Per Common Share* and separation measures nRelative TSR integrated as a weighted measure rather than applied as a modifier (as was historic practice), with an updated peer group reflecting relevant peers for the anticipated post-separation company nStock options and time-based RSUs vest in three equal installments on the first three anniversaries of the grant date; PSUs remain subject to three-year cliff vesting nSpecial RSUs awarded to reward superior performance and promote long-term retention | ||||
Annual LTI awards represent the largest percentage of a named executive’s annual target compensation opportunity and are granted in equity-based compensation (i.e., PSUs, stock options and RSUs) that reward long-term value creation, performance achievements and stock price appreciation. In considering awards to named executives, there are several design principles that the CMRC considers, including:
nProviding a risk-balanced portfolio of incentive vehicles
nAligning performance with AIG’s strategic direction and trajectory that are within management control
nSimplicity
2022 Annual Long-Term Incentive Award Allocation(1)
(1)2022 Long-Term Equity Incentive for Mr. Hogan only was comprised of 50 percent PSUs and 50 percent RSUs.
2022 stock options and RSUs vest in three equal installments on each of the first, second and third anniversaries of the grant date with PSUs subject to three-year cliff vesting. We believe that this mix of PSUs, RSUs and stock options supports a high-performance culture and helps retain and attract key talent through competitive compensation opportunities that are consistent with market practice.
For a description of our 2023 Long-Term Incentive Awards, see “—2023 Compensation Program Design and Decisions—2023 Long-Term Incentive Program Structure.”
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
52 AIG 2023 PROXY STATEMENT
Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes
| Named Executive | 2022 Target LTI Value | ||||
| Peter Zaffino | $12,900,000 | ||||
| Shane Fitzsimons | $2,800,000 | ||||
| Lucy Fato | $3,300,000 | ||||
Kevin Hogan(1) | $4,000,000 | ||||
| David McElroy | $4,000,000 | ||||
(1)In connection with the Corebridge IPO, Mr. Hogan’s (i) 2022 RSUs converted into RSUs with respect to shares of Corebridge common stock, and (ii) 2022 PSUs remain outstanding and eligible to be settled in AIG common stock.
In making the actual awards, the CMRC approved target dollar amounts that are converted into PSUs, RSUs and stock options. The number of PSUs and RSUs in an annual grant is based on the average closing price of AIG common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG common stock.
2022 Annual Performance Awards
Performance Share Units (50 percent)
The 2022 PSU awards can be earned based on achievement of performance over a period of three years from January 1, 2022 through December 31, 2024. The performance metrics that apply to 2022 PSU awards seek to incentivize success at delivering long-term profitable growth for our shareholders through a culture of underwriting and operational excellence.
| Accident Year Combined Ratio, ex-CATs* 50% | + | Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* 40% | + | Relative Total Shareholder Return 10% | ||||||||||
| Metric | Target | Why It Matters to AIG | ||||||
| Accident Year Combined Ratio, ex-CATs* | Goals assess maintaining sub-90 percent AYCR, ex-CATs*, with consecutive average annual improvement to incentivize continued improvement over the three-year performance period | Measures our underwriting excellence related to our underlying risk selection, expense discipline and profitability | ||||||