aig-20240402
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UNITED STATES
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.      )
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:
☐    Preliminary Proxy Statement
☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒    Definitive Proxy Statement
☐    Definitive Additional Materials
☐    Soliciting Material under §240.14a-12
American International Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒    No fee required.
☐    Fee paid previously with preliminary materials.
☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.



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A Letter from our Chairman &
Chief Executive Officer
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Peter Zaffino
Chairman & Chief Executive Officer
Dear Fellow Shareholders:
I am very pleased with the progress AIG made in 2023 and will highlight our significant achievements throughout the year. Our sustained financial performance over the last several years has enabled us to continue to position AIG as a top-performing global insurer. Over the course of the year, we made significant strategic, operational and financial advancements, which created substantial value for AIG’s colleagues, clients, and shareholders, and provided significant momentum as we enter 2024.
Our very strong financial results last year were led by excellent underwriting performance, expense discipline as we continued investing for the future, increased investment income, and execution of a balanced capital management strategy. In 2023, we delivered exceptional underwriting profitability that surpassed our 2022 results and delivered a second consecutive year of underwriting income in excess of $2 billion. To put this in context, AIG had significant underwriting losses from 2008-2018, making today’s performance even more impressive. Now, we are well positioned with our breadth and depth of expertise and talent in underwriting, operational capabilities, and claims service to drive AIG’s continued progress.
During 2023, we also reached several important milestones by simplifying our business, executing on several divestitures that further re-positioned our portfolio, and significantly reducing volatility. We made remarkable progress towards the separation of Corebridge, completing three secondary offerings that generated approximately $2.9 billion in proceeds. At year end, our ownership stake in Corebridge was approximately 52%, and we expect to continue reducing our ownership of Corebridge in 2024, subject to market conditions. When we are not the majority owner of Corebridge and no longer control its board, we will no longer consolidate our financial results, and this will enable us to be positioned as a leading global property and casualty insurer.
Our outstanding performance and strategic positioning in 2023 enabled the execution of our thoughtful and balanced capital management strategy. We increased financial flexibility while reducing debt by $1.4 billion and returning approximately $4 billion to AIG shareholders through $3 billion of common stock repurchases and $1 billion of common stock dividends, including a 12.5% increase in the second quarter of 2023. We finished 2023 with very strong parent liquidity of $7.6 billion, giving us ample capacity to continue executing on our capital management priorities going forward.
AIG entered 2024 with strong momentum and we have introduced AIG Next, our future-state business model that will create additional value by weaving a leaner, more unified company together. AIG Next will result in further expense reductions and will support our progress toward achieving our Adjusted Return on Common Equity target of 10% plus, while also creating a less complex company. We are able to deliver multiple high-quality outcomes while moving with pace thanks to the commitment and teamwork of our AIG colleagues around the world.
As you will hear from the Board’s Lead Independent Director, John Rice, we enhanced our governance practices in 2023, anchored by active engagement with AIG’s investors and continued refreshment of our Board of Directors. Since our last shareholder meeting in May 2023, the Board welcomed two highly accomplished and eminently qualified Directors, Jimmy Dunne and Chris Inglis.
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/AIG2024, on May 15, 2024, at 11:00 a.m. Eastern Time.
AIG is well positioned to help our clients and partners solve a vast array of risk issues while working closely with our stakeholders to navigate an increasingly complex global socioeconomic environment. All of our stakeholders have recognized that we are now setting the standards in the global insurance industry.
I thank you for your continued investment of capital and support, and I look forward to continuing to build on the progress we have made as we create the AIG of the future and provide exceptional value to our stakeholders.
Sincerely,
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Peter Zaffino
Chairman & CEO
AIG 2024 PROXY STATEMENT  1


A Letter from our Lead
Independent Director
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John G. Rice
Lead Independent Director
Dear Fellow Shareholders:
I joined AIG’s Board in 2022 and have been honored to serve as Lead Independent Director since January 1, 2023.
AIG management and the Board communicate openly and candidly so that the Board can effectively perform its role. Our meeting agendas are established with the Chairman and CEO and designed to ensure we spend time on the most important matters including both opportunities and challenges. We have executive sessions as part of every meeting, and there is regular director interaction between meetings so questions can be posed, and ideas can be shared.
The Board makes an effort to engage consistently and productively with shareholders. This engagement was substantial again this year, with outreach to investors representing 68.9% of shares outstanding and resulting meetings with those representing 54.3% of shares outstanding. Following feedback from investors at these meetings, the Board completed a comprehensive review and update of AIG’s Corporate Governance Guidelines, which led to broader duties for the Lead Independent Director.
We have added two new directors who will be standing for reelection, along with the rest of the Board, at this year’s Annual Meeting. With the addition of Jimmy Dunne and Chris Inglis, the Board stands to benefit from these executives’ business acumen, diverse experience in complex strategic initiatives, and deep commitment to the company. These individuals bring complementary skillsets while also understanding that the Board, as a whole, must be greater than the sum of its parts. Simply stated, our job is to work as a team to represent your interests and support the management team.
As Peter has shared, AIG’s strategic, operational and financial momentum continues, thanks to the hard work of the leadership team and their colleagues around the world. In Peter Zaffino, we have an exceptional leader who is building the team, and the Company, for the future. Your Board will continue to evolve by regularly assessing our performance, seeking shareholder feedback, and working to ensure our efforts are commensurate with what our shareholders expect.
Thank you for your continued support of AIG. The Board encourages you to read this Proxy Statement and welcomes you to join AIG’s virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2024 on Wednesday, May 15, 2024, at 11:00 a.m. Eastern Time.
Sincerely,
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John G. Rice
Lead Independent Director
2  AIG 2024 PROXY STATEMENT


Notice of
Annual Meeting
of Shareholders
2024 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/AIG2024
Date and Time:
May 15, 2024
11:00 a.m. Eastern Time
April 2, 2024
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 (PwC) to Serve as Independent Auditor for 2024
4.Consideration of the Two Shareholder Proposals 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 American International Group, Inc. (AIG Parent) common stock at the close of business on March 18, 2024 (the record date), you are entitled to receive this Notice of the 2024 Annual Meeting and to vote at the 2024 Annual Meeting, either during the virtual meeting or by proxy.
How to Participate:
To participate in the 2024 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2024), 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 99 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 AIG Board of Directors.
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Chris Banthin
Senior Vice President and Corporate Secretary
How to Vote:
By Telephone
Call the telephone number on your proxy card or voting instruction form or in other communications
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By the Internet
Go to www.proxyvote.com and follow the instructions
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By Mail
Sign, date and mail your proxy card or voting instruction form in the enclosed envelope
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Online During the Meeting
Attend the 2024 Annual Meeting online. See page 100 for instructions on how to attend and vote online
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The Board of Directors (the Board) is soliciting proxies to be voted at our 2024 Annual Meeting of Shareholders on May 15, 2024, and at any postponed or reconvened meeting. We expect that the proxy materials and notice of internet availability will be mailed and made available to shareholders beginning on or about April 2, 2024.
AIG 2024 PROXY STATEMENT  3


Table of Contents
A Letter from our Chairman & Chief Executive Officer
A Letter from our Lead Independent Director
A-1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on May 15, 2024. The Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement, as well as our 2023 Annual Report, are available free of charge at www.proxyvote.com or at www.aig.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, the Proxy Statement or Annual Report.
Our principal executive offices are located at 1271 Avenue of the Americas, New York, New York, 10020-1304.
Note: In this Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement, we use the terms the "Company," "AIG," "we," "us" and "our" to refer to AIG and its consolidated subsidiaries unless the context refers to AIG Parent only.
4  AIG 2024 PROXY STATEMENT


Proxy Statement Summary
2024 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/AIG2024
Date and Time:
May 15, 2024
11:00 a.m. Eastern Time
This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should read the entire Proxy Statement carefully before voting.
Voting Matters and Vote Recommendation
Board’s
recommendation
More
information
Management
Proposals
Item 1
Election of the Ten Director Nominees Named in this Proxy Statement
FOR each Director Nominee
Page 12
Item 2
Advisory Vote to Approve Named Executive Officer Compensation
FOR
Page 38
Item 3
Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2024
FOR
Page 92
Shareholder Proposals
Item 4
Proposal Requesting an Independent Board Chair Policy
AGAINST
Page 94
Item 5
Proposal Requesting a Director Election Resignation By-Law
AGAINST
Page 97
What's New
nCorporate Governance Enhancements
Updates to Corporate Governance Guidelines – Completed a comprehensive review and update of our Corporate Governance Guidelines, including broadening the Lead Independent Director duties (see page 24)
Updates to Board committee charters – Completed a thorough review of each Board committee charter, which included benchmarking charters against certain companies in the Fortune 100 (see page 29)
nEnhanced Disclosure - In response to shareholder feedback, we have enhanced our disclosures on the items below
Topics discussed during shareholder engagement, such as executive compensation, including one-time awards and talent succession (see page 35)
CEO succession planning (see page 27)
Board self-evaluation process (see page 25)
Board continuing education (see page 25)
AIG 2024 PROXY STATEMENT  5

Proxy Statement Summary About Us
About Us
We are a leading global insurance organization. We provide insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through our operations and network partners.
World-Class Insurance Franchises that are among the leaders in their geographies and segments, providing differentiated service and expertise.
Breadth of Loyal Customers including millions of clients and policyholders ranging from multi-national Fortune 500 companies to individuals throughout the world.
Broad and Long-Standing Distribution Relationships with brokers, agents, advisors, banks and other distributors strengthened through our dedication to quality.
Highly Engaged Global Workforce of more than 25,000 colleagues committed to excellence who are providing insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through our operations and network partners.
Balance Sheet Strength and Financial Flexibility as demonstrated by approximately $45 billion in shareholders’ equity and AIG Parent liquidity sources of $12.1 billion as of December 31, 2023.
6  AIG 2024 PROXY STATEMENT

Proxy Statement Summary 2023 Highlights
2023 Highlights
We delivered an outstanding year in 2023, producing strategic, operational and financial achievements that demonstrate continued strength in executing multiple, complex initiatives simultaneously and with quality.
Execution of Multiple, Highly Complex Strategic Initiatives
nRepositioned our portfolio of businesses for sustainable, profitable growth with the divestitures of Validus Reinsurance, Ltd. (Validus Re) and Crop Risk Services, Inc. (CRS) and the transfer of Private Client Select to an independent Managing General Agent platform
nClosed sale of Validus Re, including AlphaCat Managers Ltd. and the Talbot Treaty reinsurance business, for $3.3 billion in cash including pre-closing dividend
nClosed sale of CRS for gross proceeds of $234 million
nUnited the General Insurance and parent company leadership teams and their organizations
nDebuted AIG Next, creating a leaner future-state business model and establishing enterprise-wide standards to drive better outcomes for all stakeholders
Continued Balanced Capital Management Supporting Financial Strength, Growth and Shareholder Return
nRepurchased $3.0 billion of our common stock and paid $1.0 billion of common and preferred stock dividends
nReduced weighted average diluted shares outstanding by 8 percent, reaching 725.2 million shares
nIncreased quarterly common stock dividend payments by 12.5 percent $0.36 per share during the second quarter of 2023
nReduced general borrowings by $1.4 billion
Strong Performance Resulting from Significant Improvement in Underwriting Income
nGeneral Insurance achieved $2.3 billion in underwriting income, up 15 percent year over year
n2023 combined ratio of 90.6 compared to 91.9 in 2022, and sub-100 in every quarter of 2023
n2023 accident year combined ratio, as adjusted* of 87.7 improved 1.0 point compared to 88.7 in 2022
Continued Progress Towards Deconsolidation and Separation of Corebridge Financial, Inc. (Corebridge)
nWe sold 159.75 million shares of Corebridge common stock in secondary public offerings with gross proceeds of $2.9 billion
nCorebridge repurchased 17.2 million shares of its common stock from AIG for an aggregate purchase price of $315 million
nCorebridge distributed dividends on Corebridge common stock totaling $1.1 billion to AIG
nOur ownership of Corebridge reduced to 52.2 percent as of December 31, 2023
nCorebridge closed the sale of Laya Healthcare Limited for €691 million ($731 million) and announced the sale of AIG Life Limited for consideration of £460 million
*Accident year combined ratio, as adjusted is a non-GAAP financial measure. See Appendix A for a reconciliation showing how this metric is calculated from our audited financial statements.
AIG 2024 PROXY STATEMENT  7

Proxy Statement Summary Executive Compensation Highlights
Executive Compensation Highlights
The Compensation and Management Resources Committee (CMRC) oversees our compensation programs, which are designed to reward performance against our strategic priorities and align executive pay with performance.
Our 2023 short-term incentive and long-term incentive program metrics reflected key areas of focus for our Company for relevant periods, including driving underwriting and operational excellence to improve profitability and setting the stage for transformative transactions.
1.CEO incentive-based compensation for 2023 is 100 percent performance based in the form of Performance Share Units (PSUs) and stock options
2.Majority of our named executives’ 2023 compensation is variable and at-risk
3.Majority of non-CEO named executives' 2023 long-term incentive compensation is performance-based in the form of PSUs and stock options
Our 2023 compensation programs, including the compensation decisions for each of the named executives, are detailed under “Compensation Discussion and Analysis” on page 39.
Corporate Governance Highlights
Balanced and Independent Board of Directors
We strive to maintain a balanced and independent Board that is committed to representing the long-term interests of our shareholders. We seek to have a Board that possesses the substantial and diverse skills, experience and attributes necessary to provide guidance on our strategy and oversee management’s approach to addressing the challenges and risks facing the Company. 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 during the Annual Meeting. Each nominee is elected annually by a majority of votes cast.
Under our By-Laws, directors in an uncontested election must receive more votes “for” their election than “against.” Under the Corporate Governance Guidelines, each nominee has submitted an irrevocable resignation that becomes effective upon (1) the nominee’s failure to receive the required vote and (2) the Board's acceptance of the resignation. The Board will accept that resignation unless the NCGC recommends, and the Board determines, that the best interests of the Company and its shareholders would not be served by doing so.
All directors are independent, except for Mr. Zaffino.
8  AIG 2024 PROXY STATEMENT

Proxy Statement Summary Corporate Governance Highlights
Director
Since
Current Committee Memberships*
Director Nominee
Age
Occupation and Background
Audit
CMR
NCG
Risk
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Paola Bergamaschi
622022
Former Global Banking and Capital Markets Executive at State Street Corporation, Credit Suisse and Goldman Sachs
 M 
 M 
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James Cole, Jr.
552021
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
 C 
 M 
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James (Jimmy) Dunne III
672023
Vice Chairman and Senior Managing Principal, Piper Sandler
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John (Chris) Inglis692024
Strategic Advisor at Paladin Capital Group; Former National Cyber Director
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Linda A. Mills
742015
Former Corporate Vice President of Operations, Northrop Grumman Corporation
 C 
 M 
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Diana M. Murphy
672023
Managing Director, Rocksolid Holdings LLC

 M 
 M 
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Peter R. Porrino672019
Former Executive Vice President & Chief Financial Officer, XL Group Ltd
 C  C 
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John G. Rice
Lead Independent Director
672022
Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization
 M 
 M 
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Vanessa A. Wittman
562023
Former Chief Financial Officer, Glossier, Inc.
 M 
 M 
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Peter Zaffino
572020
Chairman & Chief Executive Officer, AIG
KEY TO COMMITTEES
CMR Compensation and Management Resources NCG Nominating and Corporate Governance
C Chair M Member
*Mr. Dunne and Mr. Inglis joined the Board in December 2023 and March 2024, respectively. They have not yet received any committee assignments.

We believe our nominees’ diverse and complementary skills, experience and attributes promote a well-functioning, highly qualified Board. We have undertaken significant Board refreshment in recent years to ensure that the directors are positioned to provide strategic guidance and oversight as we continue to make meaningful progress on strategic priorities, such as the continued separation of Corebridge and the repositioning of our portfolio for sustainable, profitable growth.
AIG 2024 PROXY STATEMENT  9

Proxy Statement Summary Corporate Governance Highlights
Nominee Highlights
Tenure
8796093023753
Age
8796093023814
Gender
8796093023834
Race/Ethnicity
8796093024290
Board Meetings and Attendance in 2023
95%
Average attendance by directors at the Board meetings held during 2023
10
Board meetings
22
Committee meetings
96%
Average attendance by directors at committee meetings
In conjunction with each regularly scheduled Board and committee meeting, the independent directors meet in sessions without management. These sessions are led by the Lead Independent Director and committee chairs following Board and committee meetings, respectively.
Under the Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. Each of the directors who stood for election at the 2023 Annual Meeting participated in that meeting.
10  AIG 2024 PROXY STATEMENT

Proxy Statement Summary Corporate Governance Highlights
Shareholder Engagement
During the spring and fall of 2023 as well as early 2024, we continued our efforts to engage consistently and productively with our shareholders. Our Lead Independent Director and CMRC Chair participated in some of these engagement meetings, joined by our General Counsel, Chief Human Resources and Diversity Officer, Corporate Secretary, Head of Executive Compensation, Head of Investor Relations and Chief Sustainability Officer, as appropriate.

By the Numbers: Engagement in 2023 and Early 2024
Reached out to
33 top shareholders,
representing
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of shares outstanding
Held
31 meetings with shareholders,
representing
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of shares outstanding
Met with
ISS and Glass Lewis
during Fall Engagement
Lead Independent Director and CMRC Chair participated in meetings with shareholders representing
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of shares outstanding


Shareholders Provided Feedback on the Key Topics Below
nChairman & CEO performance, expressing high regard
nExecutive compensation, including one-time awards
nLong-term incentive equity mix for CEO
n2023 say-on-pay vote outcome
nTalent succession planning
nRecent corporate governance enhancements
nBoard leadership structure
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AIG 2024 PROXY STATEMENT  11


Proposal 1
Election of Directors
What am I voting on?
The Board is seeking your support for the election of the ten individuals nominated to serve on the Board until the 2025 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, senior executives with financial services, insurance, media, private equity and industrial firms, senior government officials and a military officer. Through these roles, our nominees have developed expertise in such areas as insurance, financial services, international business operations, risk management, corporate governance, M&A, technology, cybersecurity and human capital management. With this blend of skills and experience, our nominees bring fresh perspectives and a seasoned and practical approach to Board deliberations and oversight. Each director nominee is independent, except for our Chairman & Chief Executive Officer (CEO), Mr. Zaffino.
Detailed biographical information for each director nominee follows. We have included the key 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  https://cdn.kscope.io/f40dc1a5790b742787b854761f5ad62e-pg9-graphics_votingcheck.jpg
The Board unanimously recommends a vote FOR each of the nominees for election to the Board at the 2024 Annual Meeting.
Board Composition and Refreshment Process
We prioritize 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 (NCGC), has undertaken a thorough evaluation of the size and composition of the Board and its committees, resulting in a diverse Board with near gender parity. The Board and the NCGC take into account the characteristics and qualifications of existing directors, potential director departures and our evolving strategic objectives and business environment when evaluating Board composition.
The NCGC identifies candidates in several ways: current and former directors and senior management may recommend suitable candidates; any shareholder may recommend a director candidate by writing to AIG’s Corporate Secretary (see page 103 for contact information); and the NCGC may engage third-party search firms to ensure that there is a large and diverse pool of suitable candidates.
12  AIG 2024 PROXY STATEMENT

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 our 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 as part of an effective, collegial group
nA commitment to representing the long-term interests of the Company and our shareholders
nThe skills, expertise, background and experience with businesses and other organizations that the Board deems relevant
nThe interplay of the candidate’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 of the candidate’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively
nThe ability and willingness to devote the time necessary to fulfill a director's duties
Key Skills, Experience and Expertise
The NCGC regularly reviews with the Board the essential skills, experience and expertise that are most important in selecting candidates to serve as directors, considering our complex businesses, regulatory environment and the mix of capabilities and experience already represented on the Board. To this end, the Board and the NCGC have identified the following key skills and areas of expertise as essential for effective oversight in light of our businesses and strategy:
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Insurance Experience working in the insurance industry, particularly property and casualty
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Financial Services Experience in the non-insurance financial services industry, including banking and financial markets
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Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations
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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
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Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks
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Regulatory/Government Experience working in highly regulated industries and/or as a regulator or other government official
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Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards
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International Experience Experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S.
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Technology/Cyber Experience with oversight, development and adoption of technology and management of related issues and risks, including information security, cybersecurity and data management
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Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks
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ESG/Sustainability Experience with environmental, sustainability and governance (ESG)-related issues
Diversity
We strive to maintain a diverse Board. 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, veteran status and cultural background — is an important consideration in the director search and nomination process. Additionally, when considering Board composition 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 is critical to our long-term success. Our director nominees include six men and four women, one nominee who is African American/Black, one nominee who is LGBTQ+ and one nominee who is a military veteran. Half of our four standing committees are chaired by a diverse director based on race or gender.
AIG 2024 PROXY STATEMENT  13

Proposal 1 – Election of Directors     Board Composition and Refreshment Process
We have 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 16 — as well as the summary graphic below — we highlight each nominee's key skills, experience and areas of expertise.
Skills, Experience and ExpertiseDiversity
Director Nominee and Title
Director
Since
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African
American/
Black
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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¢
James (Jimmy) Dunne III
Vice Chairman and Senior Managing Principal, Piper Sandler
2023

¢


¢

M
John (Chris) Inglis
Strategic Advisor at Paladin Capital Group; Former National Cyber Director
2024
¢¢¢¢¢¢¢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
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
7
7
6
7
6
3
7
6
6
4
4
1
6M/4F
1
14  AIG 2024 PROXY STATEMENT

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 16. All are incumbent directors and were elected by the shareholders at the 2023 Annual Meeting, other than Mr. Dunne, who joined the Board in December 2023 and Mr. Inglis, who joined the Board in March 2024. An executive officer identified Mr. Dunne and a third-party executive recruitment firm that assisted with recruitment efforts identified Mr. Inglis. Both Mr. Dunne and Mr. Inglis were interviewed by our directors and were subject to the Board's customary due diligence and evaluation procedures.
Our 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 the Company's operations and strategic direction. Our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75, unless, at the NCGC’s recommendation, the Board waives this limitation for a period of one year if it is deemed to be in the best interests of the Company and its shareholders. The Board made such an exception for Mr. Cornwell in 2023, whose service on the Board will expire on the day of the 2024 Annual Meeting in accordance with the Corporate Governance Guidelines.
As previously disclosed, Therese M. Vaughan retired from the Board in January 2024. We thank Mr. Cornwell and Ms. Vaughan 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 2.6 years.
Director Independence
All of our non-management directors are independent under the New York Stock Exchange (NYSE) listing standards and our independence standards, which are set forth in the Corporate Governance Guidelines available on our website (www.aig.com). 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 the Company, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Company.
All director nominees are independent except for the Chairman & Chief Executive Officer
Before joining the Board, and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the director's independence determination or that may affect the heightened independence standards that apply to members of the CMRC and Audit Committee.
The NCGC'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 considers sales of Company insurance products and services, in the ordinary course of business and on the same terms made available to third parties, to companies or charitable organizations where a director (or immediate family members) may have relationships pertinent to the independence determination. The NCGC also considers fees paid to companies where directors are employed or affiliated that are less than 1% of such companies' total revenues. The NCGC reviews these relationships to assess their materiality and determines if any such relationship would impair the independence and judgment of the relevant director.
The Board, on the recommendation of the NCGC, has determined that, each director nominee other than Mr. Zaffino does not have a direct or indirect material relationship with the Company, or any direct or indirect material interest in any transactions involving the Company and, therefore, satisfies the independence criteria in the NYSE's listing standards and our Corporate Governance Guidelines.
Mr. Cornwell, who will not stand for re-election at the 2024 Annual Meeting, and Ms. Vaughan, who retired from the Board in January 2024, 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 2023.
With regard to the former directors who did not stand for re-election at the 2023 Annual Meeting — Douglas Steenland, William Jurgensen and Thomas Motamed — 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 2023.
AIG 2024 PROXY STATEMENT  15

Proposal 1 – Election of Directors     Director Nominees
Director Nominee Biographies
We strive to maintain a balanced and independent Board that is committed to representing the long-term interests of our shareholders. We seek to have a Board that possesses the diverse skills, experience and attributes necessary to provide guidance on our strategy and to oversee management’s approach to addressing the challenges and risks facing the Company.
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
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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
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nBoard Advisor, Quantexa since 2021
nDirector, Bank of New York Mellon International Limited, since 2017
nDirector, Wells Fargo Securities International Limited, 2017 to 2023
nDirector, ARCA Fondi SGR, since 2015
¢ Independent
Age: 62
Director since: 2022
COMMITTEES
nAudit (Financial Expert)
nRisk
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 re-elected.
16  AIG 2024 PROXY STATEMENT

Proposal 1 – Election of Directors     Director Nominees
James Cole, Jr.
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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, 2004 to 2011
Associate, 1996 to 2004
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nNone
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nNational Board of Directors, Jumpstart for Young Children, since 2017
nSenior Advisor, National Student Legal Defense Network, since 2021
nDirector, Entrepreneurs of Tomorrow, 2021 to 2023
nTrustee, Prep for Prep, 2005 to 2011
nDirector, NAACP Legal Defense and Educational Fund, 2004 to 2011
¢ Independent
Age: 55
Director since: 202
1
COMMITTEES
nNominating and Corporate Governance (Chair)
nRisk
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 multinational corporations on their strategic transactions and corporate governance matters, the Board has concluded that Mr. Cole should be re-elected.
James (Jimmy) Dunne III
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CAREER HIGHLIGHTS
nPiper Sandler Co. (investment bank)
Vice Chairman and Senior Managing Principal, since 2020
nSandler O'Neill & Partners, L.P.
Founding Partner, 1988 to 2020
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nNone
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nDirector, PGA Tour Board, since 2023
nDirector, Chime Financial, Inc., since 2022
nTrustee, University of Notre Dame, since 2010
¢ Independent
Age: 67
Director since: 2023

Key Experience and Qualifications: In light of Mr. Dunne’s expertise in investment banking, management and financial sector services and three decades of experience in business transformations, the Board has concluded that Mr. Dunne should be elected.
AIG 2024 PROXY STATEMENT  17

Proposal 1 – Election of Directors     Director Nominees
John (Chris) Inglis
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CAREER HIGHLIGHTS
nPaladin Capital Group (cyber venture capital investment firm)
Senior Strategic Advisor, since 2023
nU.S. National Cyber Director, 2021 to 2023
nCommissioner, U.S. Cyberspace Solarium Commission, 2019 to 2020
nNational Security Agency
Deputy Director and Chief Operating Officer, 2006 to 2014
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nHuntington Bancshares Inc., 2016 to 2021 and since 2023
FORMER PUBLIC COMPANY DIRECTORSHIPS
nFedEx Corporation, 2015 to 2021
nKEYW Holding Corp., 2016 to 2019
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nFormer Visiting Professor of Cyber Studies, U.S. Naval Academy
nFormer Member, U. S. Department of Defense Science Board, the U.S. Director of National Intelligence’s Strategic Advisory Group, the National Intelligence University’s Board of Visitors
¢ Independent
Age: 69
Director since: 2024

Key Experience and Qualifications: In light of Mr. Inglis’s broad and considerable experience in technology, cybersecurity and information security, public policy and government, the Board has concluded that Mr. Inglis should be elected.
Linda A. Mills
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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, 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
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nBoard Member Emeritus, Smithsonian National Air & Space Museum, since 2012
nMember, Board of Visitors, University of Illinois, College of Engineering, 2009 to 2019
nSenior Advisory Group and Board Member, Northern Virginia Technology Council, 1990 to 2020
¢ Independent
Age: 74
Director since: 2015
COMMITTEES
nCompensation and Management Resources (Chair)
nRisk
Key Experience and Qualifications: In light of Ms. Mills’ experience with large and complex international operations, risk and financial 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.
18  AIG 2024 PROXY STATEMENT

Proposal 1 – Election of Directors     Director Nominees
Diana M. Murphy
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CAREER HIGHLIGHTS
nRocksolid Holdings, LLC (private equity)
Managing Director, 2007 to present
nUnited States Golf Association
President, 2016 to 2018
Vice President, 2014 to 2015
Treasurer, 2013 to 2014
nGeorgia Research Alliance Venture Fund
Managing Director, 2012 to 2015
nChartwell Capital Management Co., Inc.
Managing Director, 1997 to 2007
nTribune Media Company, 1979 to 1995
Chief Revenue Officer and Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995
Various positions, 1979 to 1992
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nAtlanta Braves Holdings, Inc., since 2023
nSynovus Financial Corp., since 2017
nLandstar System, Inc. (non-executive chair), since 1998
FORMER PUBLIC COMPANY DIRECTORSHIPS
nCTS Corporation, 2010 to 2020
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nDirector, First Tee of Southeast Georgia, since 2018
nDirector and Member, Executive Committee of the College of Coastal Georgia Foundation, since 2015
nDirector, Boys and Girls Clubs of Southeast Georgia, since 2007
¢ Independent
Age: 67
Director since: 2023
COMMITTEES
nCompensation and Management Resources
nNominating and Corporate Governance
Key Experience and Qualifications: In light of Ms. Murphy’s significant business acumen, including her expertise in management development and risk management and 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 re-elected.
AIG 2024 PROXY STATEMENT  19

Proposal 1 – Election of Directors     Director Nominees
Peter R. Porrino
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CAREER HIGHLIGHTS
nXL 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
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nChair, National Multiple Sclerosis Society, since 2022
¢ Independent
Age: 67
Director since: 2019
COMMITTEES
nAudit (Chair)
nRisk (Chair)
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
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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
Vice Chairman, GE Industrial, 2005 to 2007
President and Chief Executive Officer, GE Energy, 2000 to 2005
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
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nGlobal Advisory Board Chair, Cambodian Children’s Fund, since 2023
nDirector, Li & Fung Limited, 2018 to 2020
nDirector, CDC Foundation, 2010 to 2015
nTrustee, Emory University, since 2006
nTrustee, Hamilton College, since 2003
¢ Lead Independent Director
Age: 67
Director since: 2022
COMMITTEES
nNominating and Corporate Governance
nCompensation and Management Resources
Key Experience and Qualifications: In light of Mr. Rice’s leadership experience, including leading complex, global organizations and his experience in finance, operations, business transformation and technology, the Board has concluded that Mr. Rice should be re-elected.
20  AIG 2024 PROXY STATEMENT

Proposal 1 – Election of Directors     Director Nominees
Vanessa A. Wittman
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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
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nDirector, Impossible Foods, Inc., since 2019
¢ Independent
Age: 56
Director since: 2023
COMMITTEES
nAudit (Financial Expert)
nRisk
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 re-elected.
Peter Zaffino
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CAREER HIGHLIGHTS
nAmerican International Group, Inc.
Chairman, since 2022
Chief Executive Officer, since 2021; President, since 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
Guy Carpenter, 2001 to 2008
nGE Capital, 1995 to 2001
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nCorebridge Financial, Inc. (chair), since 2021
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
nDirector, The Michael J. Fox Foundation for Parkinson’s Research, since 2016
nDirector, New York Police and Fire Widows’ and Children’s Benefit Fund, since 2013
¢ Chairman & Chief Executive Officer
Age: 57
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 AIG, the Board has concluded that Mr. Zaffino should be re-elected.
AIG 2024 PROXY STATEMENT  21


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 the Company and our shareholders. We have long strived to maintain sound governance standards, as reflected in our By-Laws, Certificate of Incorporation, Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters, our systematic approach to risk management and in our commitment to transparent financial reporting and strong internal controls. The Board regularly reviews our corporate governance documents and makes modifications from time to time to reflect recent developments and investor feedback to ensure their continued effectiveness.
In 2023, the Board completed a comprehensive review of the committee charters and Corporate Governance Guidelines to broaden the responsibilities of the Lead Independent Director and strengthen our corporate governance practices, as described below.
We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access information about our corporate governance.
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
nStringent share ownership requirements for directors and senior management
nNo hedging, short sales or pledging of AIG securities
nClawback policies that provide protections beyond those required by NYSE
nAnnual advisory vote on executive compensation
nActive and ongoing shareholder engagement
nShareholders have equal voting rights per share
nCertificate of Incorporation and By-Laws do not impose supermajority voting requirements
nAnnual Board, committee and director evaluations
nDirectors are subject to limitations on board service at other public companies
nDirectors' equity awards are not paid until they retire from the Board
nNo director attending less than 75 percent of regular Board and applicable committee meetings for two consecutive years will be re-nominated
nDirectors generally may not stand for election after reaching age 75
22  AIG 2024 PROXY STATEMENT

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
nLead Independent Director role with explicit responsibilities
nOf the ten director nominees, four are women, one is racially diverse, one is a military veteran 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, through its committees, oversees our strategic, capital and financial plans as well as our enterprise risk management (ERM) practices, including cybersecurity and climate risks
nThe Board, through the CMRC, annually evaluates CEO performance, oversees executive compensation and human capital management practices and programs, including retention, talent development, compensation and benefits and diversity, equity and inclusion
nThe Board, through the NCGC, oversees succession planning for the Chairman & CEO and our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to climate, sustainability, corporate social responsibility, government relations and lobbying
nThe Board, through the Audit Committee, oversees financial risk exposures and our Internal Audit function
nThe Board, through the Risk Committee, oversees our ERM and risk framework, and operational risks, including climate risk, concentration risk, cyber risk, and data and information security risk
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 the Company and the Board with exemplary leadership, appropriate independent oversight of management, and continuity of experience that complements ongoing Board refreshment and aligns with the importance of maintaining a single voice in leadership communications to shareholders, the investor community, employees and other stakeholders.
Under the terms of our 2022 employment agreement with Mr. Zaffino, for the duration of the agreement's five-year term, Mr. Zaffino is being nominated to serve as a member of the Board, and, if elected by the shareholders, will serve as the Chairman.
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, Mr. Rice, to serve as Lead Independent Director. The Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight, and provides a channel for independent directors to candidly raise issues or concerns for the Board’s consideration. In 2023, the Lead Independent Director’s responsibilities were further broadened to ensure the role has a strong voice.
AIG 2024 PROXY STATEMENT  23

Corporate Governance     Board Leadership Structure
Chairman and Lead Independent Director Responsibilities
Responsibility
Chairman
Lead Independent
Director
Provide leadership to the Board in its oversight of management
n
Chair meetings of the Board and the annual shareholder meeting
n
Communicate with shareholders, government officials and other stakeholders
n
n
Set agendas for, and schedule meetings of, the Board
n
n
Review and approve agendas for each committee of the Board and coordinate with the committee chairs to schedule committee meetings
n
Review the quality, quantity, appropriateness and timeliness of information provided to the Board
n
n
Confer regularly with the Lead Independent Director on matters of importance, including with respect to management, operational and other business developments that may require action or oversight by the Board
n
Provide advice, guidance and assistance to the Chairman
n
Call and chair the executive sessions of the independent directors, in conjunction with each regularly scheduled meeting of the Board, and call and chair additional executive sessions and meetings of the independent directors, as needed
n
Coordinate with the chair of the NCGC with respect to identifying and evaluating candidates qualified to serve as directors on the Board
n
n
Coordinate with the chair of the NCGC with respect to the format and process for the performance evaluations of the Board and its committees
n
n
Chair meetings of the Board in the absence of the Chairman
n
Serve as a liaison and facilitate communication between the Chairman and the Independent Directors
n
Confer regularly with the Chairman on matters of importance that may require action or oversight by the Board
n
Carrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time
n
We Generally Limit Service on Other Company Boards
The Board values the experience directors bring from other public company boards on which they serve, but acknowledges that such service may also present significant demands on a director’s time and availability and may present other conflicts. In these circumstances, under our Corporate Governance Guidelines, a director must obtain the consent of the Chairman & CEO and chair of the NCGC before joining the board of another company. In addition, absent special circumstances, the Board generally imposes the following limits:
nA director may not serve on the boards of more than three 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.
24  AIG 2024 PROXY STATEMENT

Corporate Governance     Board Leadership Structure
Director Orientation and Continuing Education
Director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. To that end, the Corporate Governance Guidelines encourage director education. All new directors participate in orientation and meet with key members of management, fellow directors and our independent auditor, and receive extensive written materials to help familiarize them with the Company’s businesses and strategic priorities, the insurance industry, our accounting practices and the Company’s culture, policies, practices and history. Management also provides a continuing education program for all directors regarding matters relevant to AIG, including with respect to its risks and other appropriate subjects.
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 thorough and constructive self-evaluation process is an important element of good corporate governance to promote Board effectiveness and continuous improvement. In addition to regularly reviewing its leadership structure, the Board and its committees perform an annual formal self-evaluation process developed and administered by the NCGC. The Board, acting through the NCGC, oversees the performance evaluations of the Board and its committees. The format and process for the performance evaluations are determined by the NCGC in coordination with the Chairman & CEO and the Lead Independent Director and may be conducted with or without a third-party facilitator. The self-evaluation process is designed to facilitate ongoing, systematic examination of the Board’s and committees’ effectiveness and accountability, and to identify opportunities for improving operations and procedures.
How it Worked in 2023
nIn 2023, the NCGC engaged a third-party facilitator to lead the self-evaluation process.
nThe third-party facilitator, who specializes in corporate governance, interviewed each director to obtain anonymous feedback regarding Board performance and effectiveness, with the objective of identifying areas of strength and opportunities for improvement.
nThe third-party facilitator presented his findings to the Board and facilitated a conversation with the directors wherein they reviewed and discussed the findings, including Board composition, structure, work processes, leadership and culture.
How Self-Evaluations Contribute to Board Performance
nThe self-evaluations are intended to collect the perspectives of each director and assess various indicators of effective governance, including Board size and composition, communication among directors, Board dynamics and director onboarding.
nThe self-evaluation process has in the past led to Board refreshment actions, further evolved the evaluation process, and streamlined Board and committee meeting materials and agendas.
nThe recent self-evaluation led to increased succession planning at all management levels, the appointment of two new directors, improved timeliness of the distribution of meeting materials and a review and redesign of director onboarding and education opportunities.
AIG 2024 PROXY STATEMENT  25

Corporate Governance     Areas of Board Oversight
Areas of Board Oversight
The Board fulfills its oversight role with respect to our strategic priorities through year-round discussions and presentations covering Company-wide and business unit-specific updates. The Board, through its committees, also oversees other key areas, including management’s development and implementation of our strategic, capital and financial plans, as well as our enterprise risk management practices and risk framework and matters related to our aggregate risk profile and risk appetite, including cybersecurity and climate risks.
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.
Management has the day-to-day responsibility for assessing and managing our risk exposure, and the Board and its committees provide oversight in connection with those efforts, with particular focus on reviewing our most significant existing and emerging risks.
Committee Risk Oversight Responsibilities
Audit Committee
nDiscusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies
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 Committee
nAssists the Board in overseeing and reviewing information regarding enterprise risk management and overall risk framework, risk appetite and management’s identification, measurement, management, monitoring and reporting of key risks facing the Company, including climate risk, concentration risk, cyber risk and data and information security risk
Compensation and Management Resources Committee
nOversees the assessment of the risks related to our compensation programs and policies, including the administration of policies regarding the recoupment, repayment or forfeiture of compensation
nReceives periodic reports from our Chief Risk Officer on risk assessments of our compensation programs and policies
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
26  AIG 2024 PROXY STATEMENT

Corporate Governance     Areas of Board Oversight
Board Oversight of Cybersecurity
Like other global companies, we continue to witness the increased sophistication and activities of unauthorized parties attempting cyber and other computer-related penetrations such as "denial of service" attacks, phishing, untargeted but sophisticated and automated attacks, and other disruptive software in an effort to compromise systems, networks and obtain sensitive information. Cybersecurity risks may also derive from unintentional human error or intentional malice on the part of employees or third parties who have authorized access to our systems or information. We require employees to complete periodic training on cyber education.
We also maintain a documented Information Security Program (the Program) that includes risk assessments regularly conducted by the Company and third-party experts to evaluate potential security threats that may have a negative impact on the organization, to detect potential vulnerabilities, and to mitigate any identified security risks. The Program is informed by industry standards and frameworks and is designed to protect the confidentiality, integrity, and availability of information assets and systems that store, process, or transmit information.
The Board oversees the Program and management of risks from cybersecurity threats and reviews and monitors business and technology strategy, including the policies, processes and practices that the Company’s management implements to address risks from cybersecurity threats. The Board believes that all directors are responsible for oversight of these matters given the increasing importance of cybersecurity to our risk profile, as well as the significant role the Company’s technology strategy plays in its strategic priorities. The Chief Information Officer, Chief Information Security Officer (CISO) and Chief Risk Officer provide updates to the Board as appropriate.
The Company has an established issue escalation protocol for technology incidents, including cyber related incidents. In the event of a material cybersecurity incident, the Board will receive prompt information and ongoing updates about the incident. At least once each year, the Board discusses the Company’s approach to cybersecurity risk management with the Company’s CISO. The CISO and regional/country information security officers also regularly present to the Company’s regional and country leadership boards on material cyber risks and the Company’s information security posture and strategy.
Board Oversight of Human Capital Management
We believe that our people are our greatest asset. To this end, we place significant focus on human capital management; namely, retaining, developing and attracting 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 is responsible for overseeing human capital management practices and programs, including retention, talent development, compensation and benefits, and diversity, equity and inclusion (DEI). Management periodically reports to the CMRC on our various human capital management initiatives and metrics. We believe that we foster a constructive, inclusive 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, our Chief Executive Officer periodically presents a management succession plan for our policy-making officers, which includes readiness assessments and career development opportunities, to the Board. Our recent review and update to our Board committee charters and Corporate Governance Guidelines included placing Chairman & CEO succession planning within the remit of the NCGC.
Our Board, together with management, has developed steps to address emergency CEO planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our Company to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our Company’s safe and sound operation and minimizing potential disruption or loss of continuity to our Company’s business and operations.
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
The Company seeks 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
AIG 2024 PROXY STATEMENT  27

Corporate Governance     Areas of Board Oversight
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
Equipping our employees with the skills and capabilities to be successful and to contribute is another priority. 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, we believe managers and leaders are critical in developing 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. We also place significant importance on promoting internal talent and succession planning. We use a globally consistent streamlined process to support succession planning, which helps identify a pipeline of talent for positions at all levels of the organization, and the actions needed to support their development. In 2023, 33 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 1,600 employees overcome serious financial hardships and disasters through financial support funded by contributions by the Company and other employees.
Diversity, Equity and Inclusion
We strive to create an inclusive workplace that provides equal opportunities for all colleagues. We believe in building a culture where everyone is valued and celebrated for who they are and where all perspectives are welcome. Beginning with 2019 data, we have published our consolidated EEO-1 reports on our website to promote transparency about our diverse U.S. workforce.
Board Oversight of Sustainability Matters
We assess the potential impact from climate-related issues on our business, strategy and financial planning over short-, medium- and long-term time horizons. We consider abiding by and upholding sustainability principles as a part of our strategic priority to become a top performing company and promote value creation; to help protect businesses, families and individuals against the impacts of unexpected losses; to advance the discipline of reducing uncertainty in the world; and to further establish our leadership in insurance, investments and business.
We consider both direct physical impacts and indirect effects that may emerge through transition risks, particularly those driven by new legal and regulatory requirements. We also consider evolving investor, client and broker expectations.
Our 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 ESG Reports
For more information on how we identify and address sustainability, DEI and governance topics, please see our 2022 ESG Report issued in July 2023, which can be found on our 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. We will release our 2023 report later this year.
28  AIG 2024 PROXY STATEMENT

Corporate Governance     Board Committees
Board Committees
The Board has four committees: Audit, Compensation and Management Resources, Nominating and Corporate Governance, and Risk. Each of these committees is composed exclusively of independent directors. Committee meetings are generally held in conjunction with scheduled Board meetings and additional meetings are held as needed, including meetings of the Audit Committee to review quarterly and year-end earnings reports.
Each committee operates under a written charter – all of which are available on our website (www.aig.com). Each charter is reviewed annually by the respective committee. Under those charters, each committee has the authority to retain independent advisors to assist in the performance of their respective responsibilities. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
In 2023, the Board undertook an in-depth review of each committee charter, which included a benchmarking exercise. Significant changes to the Board committee charters included (i) elevating oversight of capital, liquidity and other financing matters to the full Board, (ii) streamlining the duties of the Risk Committee, enabling it to give more attention to operational risks, including cybersecurity and climate risks, and (iii) moving succession planning for the Chairman & CEO to the Nominating and Corporate Governance Committee.
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 years and not more than five consecutive years.
The tables below reflect the current membership and the number of committee meetings held in 2023.
Audit Committee
MEMBERS
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Peter R. Porrino, Chair
Paola Bergamaschi
W. Don Cornwell
Vanessa A. Wittman
7 MEETINGS HELD IN 2023
PRIMARY RESPONSIBILITIES
nAssists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function
nReviews and discusses with management major financial risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies
nAssists the Board in its evaluation of the qualifications, performance and independence of the independent auditor, including responsibility for the appointment, compensation, retention and oversight of the firm's work
nAssists the Board in its oversight of the performance of our internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, our chief internal auditor
nAssists the Board in its oversight of compliance with regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on our business, financial statements or compliance policies, relations with regulators and governmental agencies and any material reports or inquiries from regulators and government agencies
nApproves regular, periodic cash dividends on AIG Parent common stock and preferred stock consistent with Board-approved dividend policies
The Board has determined, on the recommendation of the NCGC, that each current Audit Committee member is: (i) financially literate in accordance with NYSE listing standards and (ii) an “audit committee financial expert” as that term is defined under Securities and Exchange Commission (SEC) rules and regulations.
AIG 2024 PROXY STATEMENT  29

Corporate Governance     Board Committees
Compensation and Management Resources Committee
MEMBERS
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Linda A. Mills, Chair
Diana M. Murphy
John G. Rice
6 MEETINGS HELD IN 2023


PRIMARY RESPONSIBILITIES
nOversees our executive compensation and benefits philosophy and policies generally, including reviewing and recommending to the Board the adoption, amendment and termination of any incentive compensation and equity-based programs that require Board approval
nReviews and approves incentive award performance goals, objectives and metrics for Section 16 officers and evaluating their performance in light of those goals, objectives and metrics and, based on recommendations from the Chairman & CEO, approving the compensation of Section 16 officers, including salary, incentive or equity compensation, and any special benefits and executive perquisites; and any hiring and severance or similar termination payments proposed to be made to any prospective, current or former Section 16 officer
nReviews and approves annual corporate goals, objectives and metrics relevant to the compensation of the Chairman & CEO and evaluates the Chairman & CEO’s performance in light of those goals, objectives and metrics and determines and recommends that the Board approve the Chairman & CEO's compensation based on its evaluation
nEstablishes and reviews compliance with stock ownership guidelines for Section 16 officers
nOversees the assessment of the risks related to compensation programs and policies
nOversees human capital management practices and programs, including retention, talent development, compensation and benefits and DEI initiatives
nEngages the services of an independent compensation consultant to advise on executive compensation matters
The CMRC may delegate its authority to one or more subcommittees consisting solely of one or more members of the CMRC when it deems it appropriate. The CMRC may delegate to the Chairman & CEO the authority to make grants to employees other than Section 16 officers under equity compensation plans as the CMRC deems appropriate and in accordance with the terms of such plans.
Compensation and Management Resources Committee Interlocks and Insider Participation
Ms. Mills, Ms. Murphy, Mr. Jurgensen and Ms. Vaughan served as CMRC members during 2023. No CMRC member is or ever was an officer or employee of the Company. None of our executive officers is, or was during 2023, a member of the board of directors or compensation committee of another company that has, or had during 2023, an executive officer serving as a member of the Board or the CMRC.
30  AIG 2024 PROXY STATEMENT

Corporate Governance     Board Committees
Nominating and Corporate Governance Committee
MEMBERS
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James Cole, Jr., Chair
W. Don Cornwell
Diana M. Murphy
John G. Rice
5 MEETINGS HELD IN 2023
PRIMARY RESPONSIBILITIES
nIn consultation with the Chairman & CEO and the Lead Independent Director, identifies and evaluates candidates qualified to serve as directors, consistent with criteria set forth in the Corporate Governance Guidelines and recommends these individuals to the Board for nomination, election or appointment as members of the Board and committees
nMakes recommendations to the Board regarding committee and committee chair assignments and makes recommendations to the Board as to determinations of director independence
nReviews the appropriate size and composition of the Board and its committees and, where appropriate, recommends changes to the Board
nOversees and reports to the Board on succession planning with respect to the Chairman & CEO
nOversees the performance evaluation of the Board and its committees
nReviews and makes recommendations to the Board regarding the form and amount of independent director compensation and the minimum stock ownership guidelines for independent directors
nOversees our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to climate, sustainability, corporate social responsibility and social and governance activities
Risk Committee
MEMBERS
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Peter R. Porrino, Chair
Paola Bergamaschi
James Cole, Jr.
Linda A. Mills
Vanessa A. Wittman
4 MEETINGS HELD IN 2023
PRIMARY RESPONSIBILITIES
nAssists the Board in overseeing and reviewing information regarding our enterprise risk management and overall risk framework, risk appetite and management’s identification, measurement, management, monitoring and reporting of key risks facing the Company, including climate risk, concentration risk, cyber risk and data and information security risk
nReceives reports from the Chief Risk Officer with respect to management’s communication of risk management policies throughout the Company, the structure for the assignment of responsibility for risks and the management of our risks from the perspective of relevant constituencies, including rating agencies and regulators
nCoordinates with the chair of the CMRC to help ensure that our compensation arrangements are designed to provide incentives that are consistent with the interests of our stakeholders and do not encourage senior executives to take excessive risks
AIG 2024 PROXY STATEMENT  31

Corporate Governance     Director Compensation
Director Compensation
Highlights of our
Director Compensation
Program
nNo fees for Board meeting attendance
nEmphasis on equity, aligning director interests with shareholders
nFormulaic annual equity grants to support independence
nBenchmarking against peers with advice from independent compensation consultant
nNo compensation is payable to non-independent directors for their service as directors
nStringent director stock ownership guidelines
We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties, as well as the diverse and complementary skills, experience and attributes of our directors.
2023 Compensation Structure for Independent Directors
Base Annual Retainer
($)
Cash Retainer
125,000 
Deferred Stock Units (DSUs) Award
185,000 
Annual Lead Independent Director Cash Retainer
260,000 
Annual Committee Chair Cash Retainers

Audit Committee
40,000 
Risk Committee
40,000 
Compensation and Management Resources Committee
30,000 
Nominating and Corporate Governance Committee
20,000 
Annual Cash Retainers
The base annual cash retainer, Lead Independent Director retainer and committee chair retainers are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. Each year, independent directors may elect to receive their base annual, Lead Independent Director and committee chair cash retainers, as applicable, in the form of DSUs. The number of DSUs granted is based on the closing sale price of AIG Parent common stock on the date the cash retainer would otherwise be payable.
DSU Award
The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of our Annual Meeting for the upcoming one-year term. A pro-rated DSU award is made for directors who join the Board between annual meetings. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG Parent if the shares of AIG Parent common stock underlying the DSUs had been outstanding at that time. DSUs are settled in shares of AIG Parent common stock on a one-for-one basis.
Directors may elect to defer the payment date of the DSUs granted for a calendar year – including any DSUs that were accepted instead of cash. Deferred DSUs will be paid ratably over five years after service on the Board ends. Directors may also make subsequent deferral elections at least 12 months before any DSUs are due to be paid. Without a deferral election, the DSUs will be paid promptly after the last trading day of the month in which service on the Board ends.
Matching Grants Program
Independent directors are also eligible for the AIG Matching Grants Program, through which we provide a two-for-one match on charitable donations in an amount of up to $10,000 per director annually on the same terms and conditions that apply to employees.
32  AIG 2024 PROXY STATEMENT

Corporate Governance     Compensation of Directors
Stock Ownership Guidelines
Under our director stock ownership guidelines, independent directors are required to retain any shares of AIG Parent common stock received as a result of the exercise, vesting or settlement of any stock option or DSU granted by us until such time as they own shares of AIG Parent common stock (including DSUs) with a value equal to at least five times the base annual retainer.
Prohibition on Hedging and Pledging
Our Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to a Company compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, the Insider Trading Policy prohibits directors from pledging AIG securities and none of the directors have pledged any AIG securities.
The following table contains information with respect to the compensation of the individuals who served as independent directors for all or part of 2023.
2023 Independent Director Compensation
Independent Directors
During 2023
Fees Earned or
Paid in Cash
($)(1)
Stock
Awards
($)(2)(3)
All Other
Compensation
($)(4)
Total
($)
Paola Bergamaschi$125,000 $184,977 $0 $309,977 
James Cole, Jr.$137,858 $184,977 $10,000 $332,835 
W. Don Cornwell$125,000 $184,977 $10,000 $319,977 
James (Jimmy) Dunne III
$10,530$84,639$0$95,169
William G. Jurgensen(5)
$59,383 $0 $0 $59,383 
Linda A. Mills$155,000 $184,977 $10,000 $349,977 
Thomas F. Motamed(5)
$7,987 $0 $0 $7,987 
Diana M. Murphy
$99,306 $213,334 $0 $312,640 
Peter R. Porrino$190,714 $184,977 $10,000 $385,691 
John G. Rice$392,198 $184,977 $10,000 $587,175 
Douglas M. Steenland(5)
$44,987 $0 $0 $44,987 
Therese M. Vaughan(5)
$125,000 $184,977 $0 $309,977 
Vanessa A. Wittman
$99,306 $213,334 $0 $312,640 
(1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Mr. Cole, the amount includes a prorated committee chair fee for his service as Chair of the NCGC, effective upon his appointment to such position on May 10, 2023. For Mr. Dunne, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective December 1, 2023. For Mr. Jurgensen, the amount includes prorated annual retainer fees for his service as director and as Chair of the Risk Committee until the date of the 2023 Annual Meeting, and does not include $1,824,272.73, which represents the value of shares of AIG Parent common stock delivered when he ceased to be a member of the Board as of the 2023 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Motamed, the amount includes a prorated Board retainer fee for his service as a director until his retirement from the Board, effective January 23, 2023, and does not include $1,015,186.76, which represents the value of shares of AIG Parent common stock delivered when he retired from the Board in accordance with the terms of the DSUs previously granted. For Mses. Murphy and Wittman, the amounts include a prorated Board retainer fee for their service as a director upon appointment to the Board, effective March 16, 2023. For Mr. Porrino, the amount includes a prorated committee chair fee for his service as Chair of the Risk Committee, effective upon his appointment to such position on May 10, 2023. For Mr. Rice, the amount includes a prorated committee chair fee for his service as Chair of the NCGC until the date of the 2023 Annual Meeting. For Mr. Steenland, the amount includes a prorated Board retainer fee for his service as a director until the date of the 2023 Annual Meeting.
(2)This column represents the grant date fair value of DSUs granted in 2023 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 Parent common stock on the date of grant.
(3)At December 31, 2023, directors had outstanding stock awards as follows: (i) Paola Bergamaschi — 4,882; (ii) James Cole, Jr. — 11,353; (iii) W. Don Cornwell — 43,951; (iv) James (Jimmy) Dunne III — 1,283; (v) William G. Jurgensen — 34,531; (vi) Linda A. Mills — 35,837; (vii) Thomas F. Motamed — 29,542; (viii) Diana M. Murphy — 4,134; (ix) Peter R. Porrino — 38,146; (x) John G. Rice — 9,411; (xi) Douglas M. Steenland — 41,431; (xii)Therese M. Vaughan — 23,548; and (xiii) Vanessa A. Wittman — 4,134.
(4)This amount includes charitable contributions disbursed during 2023 under AIG’s Matching Grants Program, through which we provide a two-for-one match on charitable donations in an amount of up to $10,000 annually per independent director.
(5)Messrs. Jurgensen and Steenland did not stand for election at the 2023 Annual Meeting. Mr. Motamed retired from the Board of Directors in January 2023 and Ms. Vaughan retired from the Board of Directors in January 2024.
AIG 2024 PROXY STATEMENT  33

Corporate Governance     Shareholder Engagement
Shareholder Engagement
We have developed a substantial engagement program that ensures an active, constructive and ongoing dialogue with shareholders and other stakeholders throughout the year. These meetings strengthen our relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.
Year Round Shareholder Engagement Program
Annual Meeting
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SummerFallWinterSpring
nAnalyze results of our annual meeting and review the key takeaways from proxy season engagement
nIdentify developments in corporate governance, executive compensation, other matters and voting trends
nManagement and Lead Independent Director conduct engagement meetings with shareholders
nObtain feedback on governance, executive compensation, sustainability and other matters
nReview feedback with meetings with shareholders to inform the Board's continuous review of governance and executive compensation
nImplement appropriate governance and compensation practice changes
nFile proxy statement, disclosing changes based on shareholder feedback
nConduct follow-up conversations with shareholders to address important annual meeting matters, as needed
Our Board prioritizes fostering and sustaining long-term, positive relationships with our shareholders and maintaining their trust. Direct engagement with shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance and Board practices, executive compensation, succession planning, business strategy and performance and related matters. Shareholder feedback also helps us better tailor our disclosure to address the interests and inquiries of shareholders.
In addition, our shareholder engagement efforts are complementary to outreach conducted by members of senior management through our Investor Relations department as they regularly meet with shareholders and participate in investor conferences in the U.S. and abroad.

34  AIG 2024 PROXY STATEMENT

Corporate Governance     Shareholder Engagement
2023 Shareholder Engagement
During the spring and fall of 2023 as well as 2024, we continued our efforts to engage consistently and productively with our shareholders. Our Lead Independent Director participated in some of these engagement meetings, alongside our General Counsel, Chief Human Resources & Diversity Officer, Head of Executive Compensation, Head of Investor Relations and Chief Sustainability Officer. These meetings were intended to strengthen our relationship with our shareholders and develop a regular cadence for sustained outreach that positions us to engage consistently and productively with shareholders.
Reached out to 33 investors representing
68.9%
of our shares outstanding
Held 31 meetings with investors owning more than
54.3%
of our shares outstanding
During 2023, we met with
each shareholder
who accepted our invitation
Lead Independent Director and CMRC Chair
participation
In addition to engagement with respect to governance, executive compensation and sustainability topics, in 2023, our Investor Relations department led over 500 meetings with over 150 equity shareholders representing approximately 70 percent of our shares outstanding. Investor presentations are made available in the Investors—Webcasts and Presentations section of our website at www.aig.com.
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Objectives
Key Topics Discussed
Key Messages from Shareholders
Board Responsiveness
nFoster, promote and maintain positive relationships with shareholders
nSolicit feedback on topics that are of interest to our shareholders
nCorporate governance enhancements
nRole of Lead Independent Director and combined Chairman & CEO role
nTalent and succession planning
nExecutive compensation, 2023 say-on-pay vote outcome
nLong-term incentive equity mix for Chairman & CEO
nSustainability
nExpressed very high regard for Chairman & CEO performance
nNoted that negative 2023 say-on-pay vote reflected concerns with quantum and structure of one-time award to Chairman & CEO
nResponded positively to enhanced Lead Independent Director responsibilities and revised committee charters and governance guidelines
nEncouraged more disclosure regarding talent and succession planning
nGenerally pleased with our compensation philosophy and program
nGenerally supported our sustainability-related projects and commitments
nCommitted that special, one-time awards will not be used absent extraordinary circumstances, such as in connection with strategic transactions, contract extensions/renewals and for executive recruitment "make whole" awards, sign on bonuses and promotions
nEnhanced disclosure regarding talent and succession planning
Shareholder feedback is communicated directly to our Board which, in turn informs the Board’s discussions on a variety of topics. The Company and the Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation decisions.
AIG 2024 PROXY STATEMENT  35

Corporate Governance     Ownership of Certain Beneficial Owners
Ownership of Certain Beneficial Owners
The following table contains information regarding the only persons who, to our knowledge, beneficially own more than five percent of AIG Parent common stock at January 31, 2024.
Shares of AIG Parent Common Stock Beneficially Owned
Name and Address
Number of Shares%
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
62,640,753(1)
9.2%
Capital Research Global Investors
333 South Hope Street, 55th Fl
Los Angeles, CA 90071
41,770,175(2)
6.1%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
71,962,174(3)
10.5%
(1)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G/A filed with the SEC on January 25, 2024, by BlackRock, Inc. (BlackRock) reporting beneficial ownership as of December 31, 2023. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock as well as the right to acquire AIG Parent common stock within 60 days.
(2)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G filed with the SEC on February 9, 2024, by Capital Research Global Investors reporting beneficial ownership as of December 31, 2023. Item 4 to this Schedule 13G provides details as to the voting and investment power of Capital Research Global Investors as well as the right to acquire AIG Parent common stock within 60 days.
(3)All information provided with respect to this entity is based solely on information disclosed in a Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group reporting beneficial ownership as of December 31, 2023. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of The Vanguard Group as well as the right to acquire AIG Parent common stock within 60 days.
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.

36  AIG 2024 PROXY STATEMENT

Corporate Governance     Ownership of Certain Beneficial Owners
The following table summarizes the ownership of AIG Parent common stock by (1) each of our current directors, (2) each of our named executive officers included in the 2023 Summary Compensation Table in “2023 Executive Compensation—2023 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 Parent Common Stock Owned Beneficially as of January 31, 2024
Amount and Nature of
Beneficial Ownership(1)
% of Class
Paola Bergamaschi
4,907*
James Cole, Jr.
11,411*
W. Don Cornwell
44,181*
James (Jimmy) Dunne III
1,289*
Lucy Fato(2)
627,809*
Shane Fitzsimons(3)
366,159*
Kevin T. Hogan
718,128*
John (Chris) Inglis
— *
Mark D. Lyons(4)
— *
David McElroy
535,876*
Linda A. Mills36,020*
Diana M. Murphy
4,155*
Peter R. Porrino
39,089*
Sabra R. Purtill
77,112*
John G. Rice
19,461*
Claude Wade
32,050*
Vanessa A. Wittman
4,155*
Peter Zaffino
1,935,013*
All current directors and current executive officers as a group (24 individuals)
4,144,313*
*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, 2024.
(1)Amount of equity securities shown includes (i) shares of AIG Parent common stock subject to options which may be exercised within 60 days as follows: Fato445,473 shares; Fitzsimons —209,928 shares; Hogan—450,697 shares; McElroy—359,180 shares; Purtill—68,794 shares; Wade—23,496 shares and Zaffino—1,429,593 shares and all current directors and current executive officers as a group—2,782,730 shares; and (ii) DSUs granted to each independent director with delivery of the underlying AIG Parent common stock deferred until such director ceases to be a member of the Board, as follows: Bergamaschi—4,907 shares; Cole—11,411 shares; Cornwell—44,181 shares; Dunne —1,289 shares; Mills—36,020 shares; Murphy—4,155 shares; Porrino39,089 shares; Rice—9,461 shares and Wittman— 4,155 shares.
(2)Ms. Fato ceased being an executive officer of AIG on September 30, 2023.
(3)Mr. Fitzsimons left the Company for medical reasons, effective July 1, 2023. The amount of equity securities shown are based on his holdings as of such date, as adjusted to reflect the subsequent settlement of certain outstanding equity awards under our LTI plan.
(4)Mr. Lyons' employment terminated on January 24, 2023.
Corebridge Common Stock Owned Beneficially as of January 31, 2024
Amount and Nature of
Beneficial Ownership(1)
% of Class
Kevin T. Hogan
184,206*
Sabra R. Purtill
87,707*
All current directors and current executive officers as a group (2 individuals)
271,913*
*Neither of the named executive officers or the two executive officers together owned more than one percent of Corebridge's common stock as of January 31, 2024.
(1)Amount of equity securities shown includes shares of Corebridge common stock subject to options which may be exercised within 60 days as follows: Hogan—54,024 shares.
AIG 2024 PROXY STATEMENT  37


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 2023 compensation of our named executive officers as disclosed in this Proxy Statement.
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The Board unanimously recommends a vote FOR the 2023 compensation of our 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 (the Exchange Act) and the related rules of the SEC. This advisory vote is not binding on the Board or the Company. However, the CMRC will consider the outcome of the vote when considering future executive compensation arrangements. We currently hold our 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 our executive compensation program has effectively aligned pay with performance, while facilitating the retention of highly talented executives who are critical to our long-term success. Accordingly, the Board recommends that shareholders vote FOR the following resolution:
RESOLVED: that the shareholders of the common stock of AIG Parent approve, on an advisory basis, the compensation of AIG Parent’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and in the related narrative disclosures contained in this Proxy Statement.
38  AIG 2024 PROXY STATEMENT


Compensation Discussion
and Analysis
At a Glance
70
Named Executives in 2023(1)
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Peter Zaffino
Chairman & Chief
Executive Officer
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Sabra R. Purtill
Executive Vice President & Chief
Financial Officer
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Kevin T. Hogan(2)
President & Chief Executive Officer,
Corebridge Financial, Inc.
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David McElroy
Executive Vice President & Chief Executive Officer, General Insurance
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Claude Wade
Executive Vice President, Chief Digital Officer and Global Head of Business Operations
(1)Our former executive officers who are 2023 named executives are Shane Fitzsimons and Mark D. Lyons, our former Chief Financial Officer and Interim Chief Financial Officer, respectively, and Lucy Fato, our former Vice Chair.
(2)Mr. Hogan continues to be an executive officer because Corebridge is the holding company for our Life and Retirement business and Life and Retirement remains a principal business unit and consolidated segment. Mr. Hogan reports to Mr. Zaffino.
AIG 2024 PROXY STATEMENT  39

Compensation Discussion and Analysis     Executive Summary
Executive Summary
Our Named Executive Officers
Current Named Executives
Peter Zaffino, Chairman and Chief Executive Officer
Sabra R. Purtill, Executive Vice President and Chief Financial Officer
Kevin T. Hogan, President and Chief Executive Officer, Corebridge Financial, Inc.
David McElroy, Executive Vice President & Chief Executive Officer, General Insurance
Claude Wade, Executive Vice President, Chief Digital Officer and Global Head of Business Operations
Former Executive Officers
Shane Fitzsimons, Former Executive Vice President and Chief Financial Officer
Mark Lyons, Former Interim Chief Financial Officer and Executive Vice President, Global Chief Actuary and Head of Portfolio Management
Lucy Fato, Former Vice Chair
Chief Financial Officer Transitions
During 2023, three individuals held the role of Principal Financial Officer at AIG Parent, as described below.
nOn January 1, 2023, Mr. Fitzsimons was serving as Executive Vice President and Chief Financial Officer. In January 2023, Mr. Fitzsimons began a temporary medical leave of absence. Effective July 1, 2023, Mr. Fitzsimons left the Company for medical reasons. Mr. Fitzsimons passed away on October 27, 2023.
nMr. Lyons was appointed Interim Chief Financial Officer effective January 10, 2023, in addition to his role as Executive Vice President, Global Chief Actuary and Head of Portfolio Management. On January 24, 2023, we terminated Mr. Lyons' employment after we became aware that he violated his confidentiality/non-disclosure obligations to the Company. These violations were unrelated to our financial statements, financial reporting generally and related disclosure controls and procedures, or reserves.
nMs. Purtill was appointed Interim Chief Financial Officer effective January 25, 2023. When Mr. Fitzsimons stepped down from his position due to medical reasons, Ms. Purtill was appointed Executive Vice President and Chief Financial Officer on a permanent basis, effective July 1, 2023.
40  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     Executive Summary
2023 Executive Compensation At-a-Glance
Chairman & CEO Annual Target Direct Compensation as of December 31, 2023
Average Annual Target Direct Compensation of Other Current Named Executives as of December 31, 2023
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2023 Short-Term Incentive (STI) Program
Target Short-Term Incentive Award ($)
 x.jpg 
Business Performance Score (0-150%)
 x.jpg 
Individual Performance Score (0-150%)
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Actual Short-Term Incentive Award ($) (up to 200%)
Business Performance Scorecards
Individual Performance Scorecards: Four Core Areas
General Insurance
Corebridge
Corporate
1.Financial
2.Strategic
3.Operational
4.Organizational

nAccident Year Combined Ratio (AYCR), as adjusted*
nCalendar Year Combined Ratio
nDiluted Normalized Adjusted After-tax Income (AATI) Attributable to AIG Common Shareholders Per Share*
nCorebridge Normalized Adjusted Return on Average Equity (RoAE)*
nCorebridge General Operating Expenses (GOE)*
nCorebridge Normalized Reported Adjusted After-tax Operating Income (AATOI) Attributable to Corebridge Common Shareholders Per Share*
nWeighted average of GI and Corebridge Performance
nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share*
nAdjusted Return on Common Equity (ROCE)*
nAIG Parent General Operating Expenses (GOE)
All awards are subject to an overall cap of 200% of target


*Items in this Compensation Discussion and Analysis that are marked with an asterisk are non-GAAP financial measures which are used as performance measures in our incentive compensation programs. We make adjustments to U.S. GAAP financial measures for purposes of these metrics. See Appendix A for an explanation and/or a reconciliation of how these metrics are calculated from our audited financial statements.
AIG 2024 PROXY STATEMENT  41

Compensation Discussion and Analysis     Executive Summary
2023 Annual Long-Term Incentive (LTI) Award Allocation(1)(2)

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(1)Reflects LTI award allocations to current named executives.
(2)In 2023, Mr. Hogan's awards consisted of 50 percent Performance Share Units (PSUs) granted by AIG Parent, and 25 percent each of stock options and RSUs granted by Corebridge.
42  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     Executive Summary
2023 Performance and Pay Alignment Highlights
We continued to execute on key strategic initiatives in 2023 while continuing to deliver exceptional operational and financial results.
Three-year Total Shareholder Return (TSR) of 92.1% ranking in the top quartile relative to peers and outperforming the S&P 500
Execution of Multiple, Highly Complex Strategic Initiatives
We repositioned our portfolio of businesses for sustainable, profitable growth with the divestitures of Validus Re. for total cash consideration of $3.3 billion and CRS for gross proceeds of $234 million as well as the transfer of Private Client Select to an independent Managing General Agent platform.
Collectively these transactions streamline our business models, simplify our portfolios and reduce our volatility.
Strong Performance in General Insurance resulting from Significant Improvement in Underwriting Income
Our continued discipline and commitment to underwriting excellence yielded outstanding results. Our 2023 combined ratio of 90.6 improved as compared to 91.9 in 2022; AYCR, as adjusted* of 87.7 improved 1.0 point compared to 88.7 in 2022; General Insurance achieved $2.3 billion in underwriting income, up 15 percent year over year.
Continued Balanced Capital Management Supporting Financial Strength, Growth and Shareholder Return
In 2023, we repurchased $3.0 billion of AIG Parent common stock and paid $1.0 billion in dividends. We also increased our quarterly cash dividend by 12.5 percent to $0.36 per share in the second quarter.
We reduced general borrowings by $1.4 billion.
Continued Progress Towards Deconsolidation and Separation of Corebridge
We completed three secondary offerings of Corebridge common stock in 2023, resulting in gross proceeds of $2.9 billion. Also in 2023, Corebridge made $315 million of common stock share repurchases from AIG. Our ownership of Corebridge was reduced to 52.2 percent as of December 31, 2023.
Our incentive plans reflect measures of success directly aligned to our strategic priorities and alignment with the experience of our shareholders. These achievements, combined with individual performance, contributed to short-term incentives being earned at an average of 170 percent of target for our current named executives and 2021 PSUs being earned at 200 percent of target.
AIG 2024 PROXY STATEMENT  43

Compensation Discussion and Analysis     Executive Summary
Overview of 2023 Executive Compensation Decisions
Annual target compensation for current named executives, informed by market practices in our peer group
2023 Annual Compensation Component
Zaffino
Purtill(1)
Hogan (2)
McElroy
Wade
Base Salary$1,500,000 $1,000,000 $1,250,000 $1,000,000 $1,000,000 
Target STI$4,500,000 $1,700,000 $2,250,000 $2,500,000 $2,000,000 
Target LTI$14,000,000 $1,600,000$4,000,000 $4,000,000 $1,500,000 
Target Direct Compensation$20,000,000 $4,300,000 $7,500,000 $7,500,000 $4,500,000 
Annual compensation decisions, informed by target compensation, business performance and individual performance
Zaffino
Purtill(1)
Hogan (2)
McElroy
Wade
2023 Actual STI Payment
$9,000,000$2,850,000$3,250,000$4,250,000$3,350,000
2023 STI Percent of Target Earned
(Business Performance Score x Individual Performance Score)(3)
200 %168 %144 %170 %168 %
2023 Actual LTI Grant
$14,000,000$2,400,000$4,000,000$4,000,000$1,500,000
(1)In connection with her appointment to the role of Chief Financial Officer, Ms. Purtill's base salary was increased from $950,000 to $1.0 million as of July 1, 2023, her 2023 target STI amount was set at $1.7 million applicable to the full 2023 performance year and her 2024 target LTI amount was set at $2.9 million. Ms. Purtill's 2023 LTI award was granted while she was serving as Interim Chief Financial Officer based on an LTI target of $1.6 million. The amounts do not reflect an additional 2023 RSU award granted to Ms. Purtill in connection with her appointment as permanent Chief Financial Officer. See "—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards" for details on these special awards.
(2)In 2023, Mr. Hogan's long-term incentive award consisted of 50 percent PSUs granted by AIG, and 25 percent each of stock options and RSUs granted by Corebridge. Amounts above reflect the combined total value.
(3)See “—2023 Compensation Decisions and Outcomes—2023 Short-Term Incentive Awards” for a detailed explanation of the underlying performance considered in assessing the Business and Individual Performance Scores. All awards are capped at a maximum of 200 percent.
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 attract and retain the best talent to address our varied business needs.
The CMRC evaluates and adjusts our programs annually, balancing strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to promote desired outcomes.
nLong-term oriented
nStrategically aligned
nRisk-balanced
nTalent attracting
44  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     Compensation Design
PrincipleComponent
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
nSpecial awards used to reward exceptional performance, aid in talent attraction and promote retention in extraordinary circumstances, with terms that align with the underlying objectives of such awards
We pay for performance
Create 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 are tied to business performance and individual contributions
nClearly defined objective performance measures and goals are used
nOutcomes provide for significant upside for superior performance, as well as significant downside in the event of under-performance
We align interests with our shareholders
Motivate employees to 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 typically 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 is comprised solely of PSUs and stock options
nRisk management policies apply, including a Financial Restatement Clawback Policy and an additional Clawback Policy that provides protections beyond those required by NYSE, share ownership requirements both during and for a period following employment and anti-hedging and pledging policies
nPerformance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines
nAnnual risk assessments evaluate compensation plans to ensure they appropriately balance risk and reward
nEvolving compensation best-practices are identified through engagement with outside consultants and peer groups
AIG 2024 PROXY STATEMENT  45

Compensation Discussion and Analysis     Compensation Design
Compensation Best Practices
We are committed to embracing the highest standards of corporate governance. We design our programs to pay for performance in alignment with the expectations of our shareholders and to minimize risk.
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What We Do:
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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 short-term and long-term strategies
nEngage with our shareholders on matters including executive compensation and governance
nRequire meaningful share ownership and retention during employment and for six months following departure
nProhibit pledging and hedging of AIG securities
nCap payout opportunities under incentive plans applicable to our named executives
nMaintain robust clawback policies with protections both in compliance with and beyond those required by the NYSE
nMaintain double-trigger change-in-control benefits
nConduct annual risk review of 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 corresponding LTI awards vest
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. In extraordinary circumstances, we provide special awards in connection with executive recruitment, contract extensions/renewals and strategic transactions.
At Risk
At least 77.8 percent of each current named executive’s annual target direct compensation is at risk based on performance and subject to our clawback policies.
Long-Term Oriented and Performance-Based
With respect to 2023 compensation, at least one-third of each current named executive’s annual target direct compensation is delivered in LTI, of which at least 75 percent is in the form of performance-based awards (PSUs and stock options) that reward for long-term value creation and performance achievements, and stock price appreciation relative to our trading price per grant. Long-term incentive awards for our Chairman & CEO are in the form of PSUs and stock options only.
Risk Balanced
Our ERM group reviews all incentive plans to ensure the appropriate balance of risk and reward, without encouraging excessive risk-taking.
46  AIG 2024 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.
n2023 Compensation Program: Two peer groups were used for the 2023 executive compensation program: one to inform compensation levels and design, and one for measuring relative TSR performance in our LTI program. 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.
n2021 LTI Program: In addition, two peer groups were used to measure Relative TSR and Relative Tangible BVPS over the three-year performance period applicable to PSUs granted in 2021. For further detail, see "—2023 Compensation Decisions and Outcomes—Assessment of 2021 Performance Share Units."
nTwo peer groups used for 2023 programs
nTwo peer groups used for 2021 LTI program
nPeer groups reflect competitors for talent and business
nPeer groups align with intended purpose
2023 Compensation Program
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
nTakes 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
nApplies to PSU awards granted in 2023
2021 LTI Program
Relative Tangible Book Value Per Share Peer Group
nProvides a means to assess business unit performance of General Insurance and Life and Retirement relative to directly comparable peers under our LTI program
AIG Relative
TSR Peer Group
nProvides a means to assess long-term shareholder relative value creation
Compensation Peer Group for 2023 Program
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)
15.The Travelers Companies, Inc. (NYSE:TRV)
16.U.S. Bancorp (NYSE:USB)
17.Wells Fargo & Company (NYSE:WFC)
Relative TSR Peer Group for 2023 LTI Program
1.AXA S.A. (CS:PA)*
2.Chubb Limited (NYSE:CB)
3.CNA Financial Corporation (NYSE:CNA)
4.The Hartford Financial Services Group, Inc. (NYSE:HIG)
5.Markel Corporation (NYSE:MKL)
6.Tokio Marine Holdings, Inc. (TKS:8766)
7.The Travelers Companies, Inc (NYS:TRV)
8.W. R. Berkley Corporation (NYS:WRB)
*Added in 2023.
AIG 2024 PROXY STATEMENT  47

Compensation Discussion and Analysis     Compensation Design
Engagement with Shareholders on Executive Compensation Topics
In the spring and fall of 2023 as well as early 2024, we continued to engage in productive discussions with our shareholders on executive compensation topics. Given the result of our 2023 say-on-pay vote, a key focus of our ongoing engagement in 2023 was to further understand the views of our shareholders with respect to our executive compensation programs. Our Lead Independent Director, Chief Human Resources and Diversity Officer, General Counsel, Corporate Secretary, Head of Executive Compensation and Head of Investors Relations participated in these meetings.
By the Numbers: Engagement in 2023 and Early 2024
Reached out to
33 top shareholders,
representing
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of shares outstanding
Held
31 meetings with shareholders,
representing
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of shares outstanding
Met with
ISS and Glass Lewis
during Fall Engagement
Lead Independent Director and CMRC Chair participated in meetings with shareholders representing
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of shares outstanding
What We Heard
Shareholders expressed high regard and support for our Chairman & CEO's performance and responded positively to his 2023 long-term incentive award being fully performance based. Shareholders also indicated that they were generally pleased with our compensation philosophy and program.
Shareholders also noted that the negative 2023 say-on-pay vote reflected concerns with the quantum and structure of the one-time award made to our Chairman & CEO in November of 2022.
Our Response to Shareholder Feedback on Executive Compensation
In response to feedback received during our engagement meetings, the CMRC committed not to use special, one-time awards absent extraordinary circumstances, such as strategic transactions, contract extensions/renewals and for executive recruitment "make whole" awards, sign on bonuses and promotions.
See "Corporate Governance—Shareholder Engagement" for more information on our shareholder engagement efforts in 2023.
48  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     Compensation Governance
Compensation Governance
Role of the CMRC
The CMRC is chaired by Ms. Mills and is comprised of three independent directors. The CMRC held six meetings in 2023.
During 2023, the CMRC reviewed its charter and recommended clarifying and simplifying updates which the Board approved. Most notably, these reflected the expansion of the CMRC's purpose to oversee both human capital management and the administration of our clawback policies. The role of the CMRC and its interplay with management and the Board as a whole are set forth below.
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ManagementCompensation and Management Resources CommitteeBoard of Directors
nOur Chairman & CEO makes recommendations to the CMRC on compensation for the executive team, including the named executives (other than himself)
nAs appropriate, senior management attends meetings to assist the CMRC with its decision making
nReviews and approves the goals, evaluates performance and reviews and recommends compensation of the Chairman & CEO
nApproves compensation for other senior executives, including all named executives
nOversees compensation and benefit programs
nOversees management development and succession planning programs for executive management
nOversees the assessment of risks related to compensation programs
nOversees human capital management practices and programs, including retention, talent development, compensation and benefits, and diversity, equity and inclusion initiatives
nApproves this Compensation Discussion and Analysis report on executive compensation
nEngages an independent consultant
nOversees compliance with stock ownership guidelines
nOversees the administration of and, as appropriate, the enforcement of clawback policies and any recoupment-related activity
nApproves the compensation of the Chairman & CEO
nReviews and approves CMRC recommendations on incentive plans where shareholder approval is required
nApproves this Compensation Discussion & Analysis
In reaching decisions, the CMRC may solicit the opinions of members of the management team, the Company’s outside counsel and the CMRC’s independent compensation consultant. See “Corporate Governance—Board Committees” for more information on the structure, role and activities of the CMRC.
Decision-Making Process
The CMRC has an established process for executive compensation decision-making and in a typical year, during the first quarter, it:
nAssesses short-term incentive plan performance against business goals as well as individual performance of each named executive for the prior year and approves payouts
nAssesses long-term incentive plan performance against three-year goals and approves payouts
nReviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance and compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete
nReviews and recommends to the Board approval of compensation decisions for the 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
Throughout the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts. In addition, each year, the CMRC reviews or receives an update on various topics, including risk of incentive compensation plans and payments, regulatory compliance with respect to compensation matters, human capital programs, shareholder engagement, pension, savings and employee benefit plans and succession planning for officers other than the Chairman & CEO.
AIG 2024 PROXY STATEMENT  49

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 appropriately rewarding for performance delivered both on a year-on-year basis and over the long-term, 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 ensures appropriate and balanced outcomes once all the facts are known at year-end.
Input from Independent Compensation Consultants
The CMRC continued to engage the services of Pay Governance LLC (Pay Governance) as its independent executive compensation consultant since October 2021. The independent advisor attends CMRC meetings and:
nProvides views on:
How compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly
“Best practices” and how they apply to the Company
The design and implementation of current and proposed executive compensation programs and policies
nResponds to questions raised by CMRC members 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 the Company, including CMRC members and the Company’s executive officers. The CMRC assessed Pay Governance’s independence relative to the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest.
During 2023, the Company 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 the Company.
During 2023, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program.
2023 Compensation Decisions and Outcomes
2023 Base Salary
At a Glance:
nFixed cash compensation
nRepresents 7.5 to 22.2 percent of a current named executive’s annual target direct compensation
nReviewed annually or upon a change in role, when appropriate
nNo salary adjustments for those named executives who were also named executives in 2022
nMs. Purtill's salary increased mid-year by 5.3 percent in connection with her appointment as Chief Financial Officer of AIG
Base salary is intended to fairly compensate named executives for the responsibilities of their respective positions and achieve an appropriate balance of fixed and variable pay. The CMRC undertakes an annual review of named executive salaries to determine whether they should be adjusted. In making this determination, the CMRC considers a broad range of factors including, scope of role, experience, skillsets and salaries for comparable positions within the Compensation Peer Group, as well as internal parity among executive officers.
Current Named Executives
2022 Year-End Base Salary
2023 Year-End Base Salary
Percent Change
Peter Zaffino
$1,500,000 $1,500,000 — %
Sabra R. Purtill(1)
$— $1,000,000 — %
Kevin T. Hogan
$1,250,000
$1,250,000— %
David McElroy
$1,000,000 $1,000,000 — %
Claude Wade(2)
$—$1,000,000— %
(1)Ms. Purtill was not a named executive in 2022. In connection with Ms. Purtill's appointment as Chief Financial Officer, her salary increased from $950,000 to $1,000,000 on July 1, 2023.
(2)Mr. Wade was not a named executive in 2022.
50  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     2023 Compensation Decisions and Outcomes
2023 Short-Term Incentive Awards
At a Glance:
nPayouts are 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)
nAwards are subject to clawback policies (as applicable)
n2023 payouts ranged from 144 percent to 200 percent of target, reflecting consistently strong financial results in General Insurance, Corebridge and AIG Corporate
Changes for 2023:
nUpdated performance metrics and weightings to align with 2023 business priorities
nAdded Calendar Year Combined Ratio metric to the General Insurance scorecard with scorecard weightings rebalanced
nReplaced Investments performance metric with Corebridge Normalized Reported AATOI Attributable to Corebridge Common Shareholders per Share* metric in the Corebridge scorecard
nReplaced AIG 200 metric with Adjusted ROCE* and AIG Parent GOE metrics in the Corporate scorecard, with weightings rebalanced
STI awards are designed to drive 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 performance scorecard. This combination of business and individual performance is consistent with our desire for performance differentiated pay outcomes.
Target Short-Term Incentive Award ($)
 x.jpg 
Business Performance Score (0-150%)
 x.jpg 
Individual Performance Score (0-150%)
 =
Actual Short-Term Incentive Award ($) (up to 200%)
Business Performance Scorecards
Individual Performance Scorecards:
Four Core Areas
General Insurance
Corebridge
Corporate
1.Financial
2.Strategic
3.Operational
4.Organizational

nAYCR, as adjusted*
nCalendar Year Combined Ratio
nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share*
nCorebridge Normalized Adjusted RoAE*
nCorebridge GOE*
nCorebridge Normalized Reporting AATOI Attributable to Corebridge Common Shareholders Per Share*
nWeighted average of GI and Corebridge Performance
nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share*
nAdjusted ROCE*
nAIG Parent GOE
All awards are subject to an overall cap of 200% of target
AIG 2024 PROXY STATEMENT  51

Compensation Discussion and Analysis     2023 Compensation Decisions and Outcomes
Business Performance Scorecards
The 2023 metrics and goals reflect a continuing commitment to sustaining and rewarding a high-performance culture that supports our business strategies. The CMRC seeks to establish goals and metrics that are quantitative, appropriately rigorous, 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, stretch and maximum performance goal associated with it and a corresponding level of payout with interpolation for achievements between goals:
PerformanceBelow ThresholdThresholdTargetStretchMaximum or Above
Payout (% of target)%50%100%125%150%
The 2023 quantitative performance results for each of the business scorecards are set forth below.
Corporate
Performance MetricThreshold
(50%)
Target
(100%)
Stretch
(125%)
Maximum
(150%)
Actual(3)
% AchievedWeighting% Achieved
(Weighted)
Weighted Business Unit
Performance(1)
Total weighted performance for General Insurance (80%) and Corebridge (20%); see scorecards belowN/A147 %40 %59 %
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*(2)
$4.87 $5.00$5.50$6.00 $6.49150 %25 %37.5 %
Adjusted Return on Common Equity*
6.5%
7.0 %7.5 %
8.2%
8.9 %150 %
25%
37.5 %
AIG Parent GOE
$850M$800M$750M$700M$738M131 %10 %13 %
Corporate Quantitative Performance Score:147 %
(1)Actual performance represents the weighted average of quantitative performance scores for each business unit as follows: (80 percent x 150 percent) + (20 percent x 139 percent) = 147 percent. Detailed business unit scorecards are set forth below.
(2)Normalized for (better) / worse than 7.5 percent expected Private Equity/Real Estate returns, (better) / worse than 6.0 percent expected Hedge Fund returns, (better) / worse than 4.0 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.
(3)Net of incremental STI funding incurred for achieving performance metrics.
General Insurance
Performance MetricThreshold
(50%)
Target
(100%)
Stretch
(125%)
Maximum
(150%)
Actual(2)
% AchievedWeighting% Achieved
(Weighted)
Accident Year Combined Ratio, as adjusted*
89.9 %89.1 %88.5 %87.9 %87.8 %150 %40 %60 %
Calendar Year Combined Ratio
93.9%
93.3 %92.9 %92.5 %90.7 %150 %30 %45 %
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*(1)
$4.87$5.00$5.50$6.00$6.51150 %30 %45 %
General Insurance Quantitative Performance Score:150 %
(1)Normalized for (better) / worse than 7.5 percent expected Private Equity/Real Estate returns, (better) / worse than 6.0 percent expected Hedge Fund returns, (better) / worse than 4.0 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 PYD net insurance and premium adjustments, (better) / worse than expected return on business transactions and over/under budget performance attributable to Corebridge's impact on AIG's earnings per share.
(2)Net of incremental STI funding incurred for achieving performance metrics.

52  AIG 2024 PROXY STATEMENT

Compensation Discussion and Analysis     2023 Compensation Decisions and Outcomes
Corebridge
Performance MetricThreshold
(50%)
Target
(100%)
Stretch
(125%)
Maximum
(150%)
Actual(2)
%
Achieved
Weighting
% Achieved
(Weighted)
Corebridge Normalized Adjusted RoAE*(1)
%10 %11 %12 %12.0 %149 %40 %59.6 %
Corebridge GOE*
$1.82B$1.77B$1.72B$1.67B$1.74B116 %30 %34.8 %
Corebridge Normalized Reported AATOI Attributable to Corebridge Common Shareholders Per Share*(1)
$2.75$3.50$4.00$4.25$4.41150 %30 %45 %
Corebridge Quantitative Performance Score:
139 %
(1)Normalized for (better) / worse than 7.5 percent expected Private Equity/Real Estate returns, (better) / worse than 6.0 percent expected Hedge Fund returns, (better) / worse than 4.0 percent expected fair value changes on fixed maturity securities, removed impact of annual actuarial update and litigation matters, adjusted for impact of macroeconomic environment on non-operating items (Foreign Exchange gains (losses), embedded derivative gains (losses) and changes in fair value for market risk benefits), (better) / worse than expected return on business transactions.
(2)Net of incremental STI funding incurred for achieving performance metrics.
Individual Performance Scorecards
Given the importance of our named executives in making and operationalizing decisions that continue to set us up for future success, the CMRC also assesses an individual performance scorecard for each named executive. Objectives are structured to reward actions under four core areas: Financial, Strategic, Operational and Organizational.
Individual performance objectives for each of our named executives include a combination of detailed quantitative and qualitative components and take into consideration each named executive’s business objectives and responsibilities. Our named executives distinguished themselves in 2023 by taking on ambitious objectives and executing on multiple, highly complex strategic initiatives under challenging conditions, including ongoing complexity in the insurance industry, volatile market conditions and general economic uncertainty. For a summary of the goals and related achievements the CMRC considered when determining each named executive’s individual performance score for 2023, see page 54.
Summary of 2023 STI Awards
In summary, 2023 performance resulted in the following STI awards for our named executives: