SECURITIES AND EXCHANGE COMMISSION
the Securities
Exchange Act of 1934 (Amendment No. )
☒
☐
¨
¨Statement
☑
¨Statement
¨Materials
American International Group, Inc.
under §240.14a-12
| American International Group, Inc. | ||
☑
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
¨
A Letter from our Chairman & Chief Executive Officer | ||
 Peter Zaffino Chairman & Chief Executive Officer | |||||
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,  Peter Zaffino Chairman & CEO | |||||
A Letter from our Lead Independent Director | ||
 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 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 As Peter has shared, AIG’s strategic, operational and financial momentum continues, thanks to the Thank you for your continued support of Sincerely,  John G. Rice Lead Independent Director | |||||
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 | |||||
By Order of the AIG Board of Directors. any postponed or reconvened meeting. We 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. Current Board Lamb Weston Holdings, Inc. We believe our nominees’ diverse and complementary skills, experience and attributes promote a well-functioning, highly qualified Governance (Chair) Qualifications:In light of Mr. Qualifications COMMUNITY INVOLVEMENT In light of COMMUNITY INVOLVEMENT COMMUNITY INVOLVEMENT COMMUNITY INVOLVEMENT LGBTQ+ Corporate Governance Guidelines encourage director education. All new directors participate in The Board fulfills its oversight role with respect to metrics. We believe that we foster a constructive, inclusive and healthy work environment for our employees. Sustainability Matters Additional Information Available in ESG Reports year. not more than five consecutive years. Corporate Governance amount of up to $10,000 per director annually on the same terms and conditions that apply to employees. The following table contains information with respect to the compensation of the individuals who served as independent directors Beneficial Owners Beneficial Owners BRIAN DUPERREAULT Executive Chair For information on Mr. Duperreault’s experience, please see “Proposal 1—Election of Directors.” PETER ZAFFINO President and Chief Executive Officer For information on Mr. Zaffino’s experience, please see “Proposal 1—Election of Directors.” MARK D. LYONS Executive Vice President and Chief Financial Officer Mark D. Lyons joined AIG in June 2018 as Senior Vice President and Chief Actuary and was appointed Executive Vice President and Chief Financial Officer in December 2018. From 2012 until joining AIG, Mr. Lyons served as Executive Vice President, Chief Financial Officer and Treasurer at Arch Capital Group, Ltd., a Bermuda-based global insurance company. Prior to that role, Mr. Lyons had served in various capacities within Arch Insurance U.S. operations, including as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group. Prior to joining Arch Capital Group, Mr. Lyons held various positions at Zurich U.S., Berkshire Hathaway and AIG. DOUGLAS A. DACHILLE Executive Vice President and Chief Investment Officer Douglas A. Dachille joined AIG in September 2015 as Executive Vice President and Chief Investment Officer. Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (First Principles), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. LUCY FATO Executive Vice President, General Counsel & Global Head of Communications and Government Affairs Lucy Fato joined AIG in October 2017 as Executive Vice President & General Counsel and also served as Interim Head of Human Resources from October 2018 to July 2019. She took on additional responsibilities as Global Head of Communications and Government Affairs in November 2020. From October 2016 until joining AIG, she was Managing Director, Head of the Americas and General Counsel at Nardello & Co. LLC, a global private investigative firm, where she remains on the Advisory Board. Previously, she worked at S&P Global (formerly known as McGraw Hill Financial), a financial information and analytics corporation, where she served as Executive Vice President & General Counsel from August 2014 to October 2015, and as a Consultant from October 2015 to October 2016. Prior to that, Ms. Fato was Vice President, Deputy General Counsel and Corporate Secretary at Marsh & McLennan Companies, Inc. from 2005 to 2014. Ms. Fato began her legal career at Davis Polk & Wardwell LLP where she spent fourteen years, including five as a partner in the Capital Markets Group. SHANE FITZSIMONS Executive Vice President and Chief Administrative Officer Shane Fitzsimons joined AIG as Global Head of Shared Services in July 2019 and currently serves as Executive Vice President and Chief Administrative Officer. He also oversees AIG’s Shared Services, Financial Planning and Analysis and Corporate Real Estate groups. Prior to joining AIG, he was Group Synergy Officer at TATA Group, an Indian multinational conglomerate from April 2018 to June 2019. Previously, Mr. Fitzsimons served in various operational and financial leadership roles at General Electric Company from March 1994 to September 2017. Prior to his time at General Electric Company, Mr. Fitzsimons spent seven years in public accounting in Ireland and the Netherlands. KEVIN T. HOGAN Executive Vice President and Chief Executive Officer, Life and Retirement Kevin Hogan joined AIG as Chief Executive Officer of Global Consumer Insurance in October 2013 and currently serves as Executive Vice President and Chief Executive Officer, Life and Retirement. Prior to joining AIG, Mr. Hogan was Chief Executive Officer, Global Life for Zurich Insurance Group. Prior to Zurich, Mr. Hogan was previously employed by AIG where he began his career and held various positions in Property Casualty and Life and Retirement. KAREN LING Executive Vice President and Chief Human Resources Officer Karen Ling joined AIG as Executive Vice President and Chief Human Resources Officer in July 2019. From July 2014 until joining AIG, she served as Executive Vice President and Chief Human Resources Officer at Allergan plc., a pharmaceutical company. Prior to Allergan, Ms. Ling was Senior Vice President, Human Resources, for Merck & Co., Inc.’s Global Human Health and Consumer Care businesses worldwide. She previously served as Group Vice President, Global Compensation & Benefits at Schering-Plough Corporation prior to its acquisition by Merck & Co., Inc. Prior to joining Schering-Plough Corporation, Ms. Ling held various positions at Wyeth, LLC. DAVID MCELROY Executive Vice President and Chief Executive Officer, General Insurance David McElroy joined AIG in October 2018 as President and Chief Executive Officer of Lexington Insurance Company and was promoted to President and Chief Executive Officer of North America General Insurance in June 2019. He was promoted to Executive Vice President and Chief Executive Officer, General Insurance in August 2020. Prior to joining AIG, Mr. McElroy served as Executive Chairman of Arch Insurance Group Inc. from January 2018 to July 2018 and as Vice Chairman of Arch Worldwide Insurance Group from October 2017 to December 2017. He previously served as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group from September 2012 to September 2017. Arch Insurance Group, Inc. and Arch Worldwide Insurance Group are divisions of Arch Capital Group, Ltd., a Bermuda based global insurance company. Prior to joining Arch Capital Group, Mr. McElroy served in various leadership roles at The Hartford Financial Services Group, Inc., Reliance National Insurance Company and The Chubb Corporation. NAOHIRO MOURI Executive Vice President and Chief Auditor Naohiro Mouri joined AIG in July 2015 as Senior Managing Director of Asia Pacific Internal Audit and was appointed Executive Vice President and Chief Auditor in March 2018. From November 2013 to July 2015, he was a Statutory Executive Officer, Senior Vice President and Chief Auditor for MetLife Japan and, from July 2007 to November 2013, he was Chief Auditor at JP Morgan Chase for Asia Pacific. He has also held chief auditor positions at Shinsei Bank, Morgan Stanley Japan and Deutsche Bank Japan. JOHN P. REPKO Executive Vice President and Chief Information Officer John P. Repko joined AIG in September 2018 as Executive Vice President and Chief Information Officer. Additionally, he leads Global Sourcing. Prior to joining AIG, he was Vice President and Global Chief Information Officer of Johnson Controls International plc, a technology and industrial company, taking up this position with the merger of Johnson Controls, Inc. and Tyco International plc. Previously, he worked at Tyco International plc as Senior Vice President, Chief Information Officer and Enterprise Transformation Leader from 2012 to 2016. Prior to joining Tyco International plc, Mr. Repko held various chief information officer roles at Covance Inc., SES Global and General Electric’s GE Americom division. The Board and the CMRC reflecting consistently strong financial results in General Insurance, Corebridge and AIG Corporate Individual Performance Scorecards policies (as applicable) In making the Cumulative TSR delivered during the three-year performance period 2023 Compensation Decisions and Outcomes Analysis Analysis Termination Practices and Policies In addition, we have entered into an employment agreement with the Chairman & CEO which provides for severance payments and benefits payable to him upon a qualifying termination of employment. Mr. Zaffino is not a participant in the ESP. Mr. Zaffino under his employment agreement. Compensation Risk Review 2024 Compensation Program Design and Decisions that is fully compliant with SEC and NYSE requirements and resolved that it remained appropriate to also maintain the existing Clawback Policy, which affords protections beyond those required by the SEC, with minor amendments as indicated in the table below. annual risk review process. 1986. Table Estimated Future Payouts 2023. Stock options granted in 2023 have an exercise price equal to the closing price of the underlying shares of AIG Parent common stock on the NYSE on the date of grant. her Transition Agreement. are included in the 2023, 2022 and 2021 PSU amounts shown above. 2024. above. AIG five percent reduction. executives other than Mr. Zaffino and Mr. Hogan. The terms of the ESP are consistent with our compensation design philosophy as described in “Compensation Discussion and Analysis — Compensation Design.” Plan provisions with respect to termination without cause (except that her outstanding stock options will remain exercisable for their full scheduled term). Outstanding stock options will vest and remain exercisable for three years after death. In no event will any The following table sets forth the compensation and benefits that would have been provided to each of the current named executives if he or she had been terminated on December 31, For the former executives listed in the table, the amounts show those that were actually payable in connection with the executive's employment termination or transition to non-executive officer during 2023. equity-based awards as of December 31, 2023, based on the closing sale price on the NYSE of $21.66 on December 29, 2023. In addition, the amounts in this column include, for all of the named executives, the outstanding 2023 PSU and RSU award amounts include the value of accrued dividend equivalent rights on such awards, which are paid in cash if and when such related shares of AIG Parent common stock are delivered. 278. that our audited financial statements are fairly presented in accordance with U.S. generally accepted accounting principles. The Audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide service to AIG. For lead and concurring audit partners, the limit is five years. The Audit Committee is present the proposal and supporting statement set forth below for consideration at the 2024 Annual Meeting. AIG is not responsible for the accuracy or content of the proposal and supporting statement. what goes on. The Exchange Commission. Meeting? In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or the internet, the proxy holders will have, and intend to exercise, discretion to vote your shares in accordance with their best judgment on any matters not identified in this Proxy Statement that are brought to a vote at the Annual Meeting. Uncontested Election Receives More Votes “Against” than “For”? Will Any Other 1-877-244-2110, menu item #3 (to access the AIG this Proxy Statement. Certain of the operating performance measurements used by 2021 (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.
TABLE OF CONTENTS100 for instructions on how to attend and vote online
March 30, 2021Dear Fellow AIG Shareholder,AIG’s
Executive Leadership Team and global workforce are maintaining significant momentum and a continued sense of urgency on(the Board) is soliciting proxies to be voted at our path to becoming a top performing company.AIG is effectively managing through COVID-19 and its collateral effects on the global economy because of the strong foundation we have been building since late 2017. The company is well positioned for long-term, sustainable, and profitable growth.AIG has instilled a culture of underwriting excellence, adjusted risk tolerances, implemented best-in-class reinsurance programs, strengthened its vast global footprint, de-risked the balance sheet and maintained a diversified investment portfolio.Our announced intention to separate the Life and Retirement business from AIG, which we believe will enable each entity to achieve a more appropriate and sustainable valuation, was made possible by the team’s tremendous progress strengthening General Insurance in particular and positioning each of our businesses as a market leader.Despite the challenges presented by COVID-19, the company accelerated the execution of AIG 200, our enterprise-wide transformation designed to position AIG for the future.Over the last year, we prioritized the well-being of AIG colleagues, who showed resilience and attentiveness in service of all stakeholders despite unprecedented disruptions. We also enhanced our efforts to promote value creation in our communities and continue to make progress with respect to diversity, equity, and inclusion across AIG.On March 1, 2021, we seamlessly transitioned into our new roles as Executive Chair and Lead Independent Director, respectively, and know that the company is in great hands with Peter Zaffino as President and Chief Executive Officer of AIG.The Board would like to thank Henry Miller, who is retiring as a Director, for his service and valuable contributions since 2010. In addition, we were pleased to welcome James Cole, Jr. to the Board on March 15, 2021.We invite you to attend the virtual 20212024 Annual Meeting of Shareholders on Wednesday, May 12, 2021,15, 2024, and at 11:00 a.m. Eastern Daylight Time.also encourage youexpect that the proxy materials and notice of internet availability will be mailed and made available to read this Proxy Statement and the Annual Report, and to vote as we recommendshareholders beginning on the enclosed proposals in advance of the meeting. Please vote in advance of the meeting even if you plan to participate virtually. Every vote matters.Thank you for your investment in AIG. We remain focused on delivering value for you as we strive to become a leading insurance franchise.Sincerely,
Table of Contents 
Brian DuperreaultDouglas M. SteenlandExecutive ChairA Letter from our Lead Independent Director March 30, 2021AMERICAN INTERNATIONAL GROUP, INC. (AIG)175 Water Street, New York, N.Y. 10038Time and Date*11:00 a.m., Eastern Daylight Time, on Wednesday, May 12, 2021.Access*Meeting live via the Internet—please visit www.virtualshareholdermeeting.com/AIG2021.Mailing DateThis Proxy Statement, 2020 Annual Report and proxy card or voting instructions were either made available to you over the Internet or mailed to you on or about March 30, 2021.Items of Business1. To elect the thirteen nominees recommended by our Board of Directors as directors of AIG to hold office until the next annual election and until their successors are duly elected and qualified2. To vote, on a non-binding advisory basis, to approve executive compensation3. To vote on a proposal to approve the American International Group, Inc. 2021 Omnibus Incentive Plan4. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 20215. To vote on a shareholder proposal to give shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings6. To transact any other business that may properly come before the meetingRecord DateYou can vote if you were a shareholder of record at the close of business on March 17, 2021.AdmissionTo participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.AdditionalAdditional information regarding the matters to be acted on during the Annual Meeting is included in this Proxy Statement.Proxy VotingYou can vote your shares before the Annual Meeting over the Internet or by telephone. If you received a paper proxy card by mail, you may also vote by signing, dating and returning the proxy card in the envelope provided. You may also vote your shares during the Annual Meeting by logging into the virtual meeting site using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.* In light of COVID-19, for the safety and well-being of our shareholders and employees, and taking into account the protocols of local, state and federal governments, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We believe that the virtual meeting format affords our shareholders an opportunity for meaningful participation, and we have taken steps to ensure that shareholders will be able to attend, vote and submit questions from any location via the Internet. For more details regarding how to participate in the virtual meeting, please see “Voting Instructions and Information.”By order of the Board of Directors,
ROSE MARIE E. GLAZERCorporate Secretaryvia the Internet on May 12, 2021. This15, 2024. The Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement, the 2020as 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.other materials are available inProxy Statement, we use the Investors section of AIG’s corporate website at www.aig.com.Executive Summary These proxy materials are first being sent to shareholders of American International Group, Inc., a Delaware corporation (AIG), commencing on or about March 30, 2021.VOTING MATTERS AND VOTE RECOMMENDATIONMatterVoting Matters and Vote Recommendation Board VoteRecommendationFor Information, see:Item 1 Election of the Ten Director Nominees Named in this Proxy Statement FOR each Director Nominee 1.Item 2Election of thirteen directorsAdvisory Vote to Approve Named Executive Officer CompensationFOR EACH DIRECTORNOMINEE13382.Item 3Advisory vote on executive compensationFORPage 1143.Approval of American International Group, Inc. 2021 Omnibus Incentive Plan (the 2021 Plan)FORPage 1164.RatificationRatify Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s independent registered public accounting firmIndependent Auditor for 20212024FOR 12892Shareholder ProposalProposalsItem 4 Proposal Requesting an Independent Board Chair Policy AGAINST 5.Item 5Proposal Requesting a Director Election Resignation By-Law AGAINST give shareholders who hold at least 10 percentCorporate Governance Guidelines – Completed a comprehensive review and update of our outstanding common stockCorporate Governance Guidelines, including broadening the rightLead Independent Director duties (see page 24)call special meetingsBoard 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) AGAINST35) Page 13127)
AIG believes that the virtual meeting format affords our shareholders an opportunity for meaningful participation, including the ability to vote and ask questions electronically during the meeting. For detailed information on the voting process and how to attend the AIG Annual Meeting of Shareholders to be held virtually via the Internet on May 12, 2021 (Annual Meeting), or any adjournment or postponement thereof, please see “Voting Instructions and Information” beginning on page 136.2021 Proxy Statement
1Executive SummaryABOUT AIGAIG isa wide range of property casualty insurance life insurance, retirement solutions that help businesses and other financial services to customersindividuals in approximately 80190 countries and jurisdictions.
In 2020, AIG effectively managedjurisdictions protect their assets and manage risks through COVID-19our operations and its collateral effects on the global economy thanks to the strong foundation created since late 2017 to instill a culture of underwriting excellence, adjust risk tolerances, implement a best-in-class reinsurance program, de-risk our balance sheet and maintain a balanced investment portfolio. We continue this momentum and embark on an important phase of our journey to becoming a top performing company with our proactive leadership transition and planned corporate structure changes.
2
2021 Proxy StatementExecutive Summary 
*Accident Year Combined Ratio, As Adjusted is a non-GAAP financial measure. AIG’s 2020, 20192018 Calendar Year Combined ratio was 104.3%, 99.6%Financial Flexibilityas demonstrated by approximately $45 billion in shareholders’ equity and 111.4%, respectively. See Appendix A for a reconciliation showing how this metric is calculated from our consolidated financial statements.AIG Parent liquidity sources of $12.1 billion as of December 31, 2023.**On October 26, 2020, AIG announced its intention to separate its LifeRetirement business from AIG. See “—AnnouncementShareholder ReturnPlanned Lifeour common stock and Retirement Separation.”paid $1.0 billion of common and preferred stock dividends***RBC is a formula designed to measure the adequacyan insurer’s statutory surplus90.6 compared to 91.9 in 2022, and sub-100 in every quarter of 2023risks inherent tosale of Laya Healthcare Limited for €691 million ($731 million) and announced the business. The inclusionsale of RBC measures is not intendedAIG Life Limited for the purposeconsideration of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.
£460 million2021 Proxy Statement3Executive SummaryAIG’S RESPONSE TO COVID-19AIG acted quickly in early 2020 to respond to the COVID-19 crisis, with a focus on supporting our colleagues and communities and on business resiliency.
4 2021 Proxy StatementExecutive SummaryANNOUNCEMENT OF PLANNED LIFE AND RETIREMENT SEPARATION•Planned initial disposition of up to 19.9% interest•Seek to unlock value for shareholders and other stakeholders•Made possible due to strengthening of General Insurance business since 2017In October 2020, AIG announced its intention to separate its Life and Retirement businessAIG. This decision followed a comprehensive review by the Board of Directors (Board) and management of AIG’s composite structure and was made possible by significant work done since 2017 to strengthen the fundamentals of AIG’s General Insurance business. Any separation transaction, which is currently contemplated to include an initial disposition of up to a 19.9 percent interest in our Life and Retirement business, will be subject to the satisfaction of various conditions and approvals, including approval by the Board, receipt of insurance and other required regulatory approvals, and satisfaction of any applicable requirements of the U.S. Securities and Exchange Commission (SEC). The Board intends to accomplish the separation in a way that unlocks value for our shareholders and other stakeholders and establishes two strong, market-leading companies.No assurance can be given regarding the structure of the initial disposition of up to a 19.9 percent interest in the Life and Retirement business or the specific terms or timing thereof, or that a separation will in fact occur.EXECUTION OF THOUGHTFUL, WELL-COORDINATED SUCCESSION PLANOn October 26, 2020, audited financial statements. announced that Peter Zaffino would become President and Chief 2024 PROXY STATEMENT7Officer, Brian Duperreault would become Compensation HighlightsChair and Douglas Steenland would become Lead Independent Director, in each case effective March 1, 2021. Mr. Zaffino also joined the Board on October 26, 2020. This transition reflects the execution of a thoughtful, well-coordinated Chief Executive Officer succession plan overseen by the Board with support from theCompensation Highlightsconsultation with the Chairform of Performance Share Units (PSUs) and stock optionsNominating and Corporate Governance Committee (NCGC). The Board determined that Mr. Zaffino was the right choice to become AIG’s next Chief Executive Officer on the basis of the success he demonstrated as AIG’s President and Global Chief Operating Officer and his leadership over the turnaround of AIG’s General Insurance business as its Chief Executive Officer. Mr. Duperreault’s extensive experience and established relationships with AIG’s directors and stakeholders enable him to lead the Board in overseeing the company through the transition of a new Chief Executive Officer and major transformative transactions, including the separation of AIG’s Life and Retirement business. Mr. Duperreault’s term as Executive Chair will end on December 31, 2021, at which time he will become a non-officer employee of AIG for one year, providing assistance and advice to the extent requested by the Chief Executive Officer. Mr. Steenland leverages his extensive business experience and leadership to ensure continued robust, independent oversight of management by the independent directors.2021 Proxy Statement5Executive Summary2021 PRIORITIES
6 2021 Proxy StatementExecutive SummaryCOMPENSATION HIGHLIGHTSThe onset of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation to address AIG’s changing priorities, while continuing to reinforce the importance of transformation initiatives.Important aspects of our 2020 executive compensation framework remained consistent with the framework for 2019:•Short-term incentive (STI) awards continued to be based on a combination of Business and Individual Performance Scores combined on a multiplicative basis, meaning if either element is zero, no STI award is earned;•The Individual Performance Score component of STI awards continued to assess performance under four pillars—Financial, Strategic, Operational and Organizational—which reflect various important initiatives for AIG including employee engagement, well-being, and diversity, equity and inclusion;•Long-term incentive (LTI) awards continued to be granted in a combination of performance share units (PSUs) (50%), stock options (25%) and restricted stock units (RSUs) (25%);•2020 PSUs continued to be subject to performance measures combining financial, operational and total shareholder return (TSR) metrics; and•Performance requirements for the 2018 and 2019 PSUs granted to our named executives, remained unchanged and the CMRC did not use discretion when adjudicating the performance of the 2018 PSU awards for our named executives.However, other aspects of our 2020 program and some of the underlying details changed to align with our priority focus areas within the context of an uncertain operating environment as a result of the COVID-19 crisis:•The Business Performance Score component of the 2020 STI plan was assessed on a company-wide basis rather than on a business unit basis, reflecting our enterprise-wide focus on liquidity, capital preservation and de-risking;•Business unit accountability was maintained, but through the Financial pillar of our Individual Performance Score assessment in the STI plan in 2020;•Overall business performance and business unit performance were assessed using a disciplined discretion framework that assessed quantifiable results against internal expectations with respect to AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis; and•The 2020 PSUs granted as part of our LTI awards were subject to new performance metrics: Relative Tangible Book Value Per Common Share (BVPS)* growth, AIG 200 Cumulative Run-rate Net General Operating Expense (GOE) Savings* and TSR. Both BVPS and TSR will be measured on a relative basis, mitigating the need to calibrate long-term goals that might ultimately be too challenging or too easy to attain. The AIG 200 Cumulative Run-rate Net GOE Savings* goals were unchanged from those developed as part of AIG 200 when it was announced in 2019.*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.2021 Proxy Statement7Executive Summary2020 CHIEF EXECUTIVE OFFICER COMPENSATIONThe 2020 annual target total direct compensation opportunity and pay mix for Mr. Duperreault, our Chief Executive Officer during 2020, is set forth below. Annual
Base Salary Target
Short-Term
Incentive Target
Long-Term
Incentive Target
Total Direct
CompensationBrian Duperreault $1,600,000 $4,500,000 $12,900,000 $19,000,000 Chief Executive Officer* * Mr. Duperreault became Executive Chair, effective March 1, 2021.
AIG’s 2020 compensation programs and the Board and CMRC’s 2020 compensation decisions, which are outlined in detail indetailed under “Executive Compensation—Compensation“Compensation Discussion and Analysis” beginning on page 5239, balanced rewarding our named executives for their extraordinary leadership through the unprecedented COVID-19 crisis with taking into account the experience.our shareholders in a year of significant global market volatility. This was demonstrated in particular in the STI decisions made with respect to Mr. Duperreault, our Chief Executive Officer in 2020. In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process.The Board and CMRC remain committed to executive compensation programs that attract, motivate, reward and incentivize highly qualified leaders as AIG continues its transformation to become a leading insurance franchise and a top performing company.8 2021 Proxy StatementExecutive SummaryCORPORATE GOVERNANCE HIGHLIGHTSBALANCED AND INDEPENDENT BOARD OF DIRECTORSAIG strivesWe strive to maintain a balanced and independent Board that is committed to representing the long-termlong-term interests of AIG’s shareholders and hasour shareholders. We seek to have a Board that possesses the substantial and diverse skills, experience and attributes necessary to provide strategic oversight of AIG’s journey.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 thirteenten director nominees. We are askingThe Board recommends that our shareholders to elect all thirteenten director nominees listed below during the Annual Meeting, to hold office until the next annual election and until their successors are duly elected and qualified or their earlier resignation.Meeting. Each nominee is elected annually by a majority of votes cast.Name Age Director
SinceOccupation/Background Independent Other Public Boards
Committee
Memberships(1)James Cole, Jr. 52 2021 Chairman and Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education ✓ (2) W. Don Cornwell 73 2011 Former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation ✓ Natura &Co Holding S.A.; Viatris Inc. 
(Chair)
Brian Duperreault 73 2017 Executive Chair of AIG John H. Fitzpatrick 64 2011 Former Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss Re ✓ 
William G. Jurgensen 69 2013 Former Chief Executive Officer of Nationwide Insurance ✓ 
(Chair)
Christopher S. Lynch 63 2009 Former National Partner in Charge of Financial Services of KPMG LLP ✓ Tenet Healthcare Corporation
(Chair)
Linda A. Mills 71 2015 Former Corporate Vice President of Operations of Northrop Grumman Corporation ✓ Navient Corporation 
(Chair)
Thomas F. Motamed 72 2019 Former Chairman and Chief Executive Officer of CNA Financial Corporation ✓ Kairos Acquisition Corp 
Peter R. Porrino 64 2019 Former Executive Vice President and Chief Financial Officer of XL Group Ltd ✓
(Chair)Amy L. Schioldager 58 2019 Former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc. ✓ Douglas M. Steenland,
Lead Independent Director69 2009 Former President and Chief Executive Officer of Northwest Airlines Corporation ✓ American Airlines Group Inc.; Hilton Worldwide Holdings Inc. (3) Therese M. Vaughan 64 2019 Former Chief Executive Officer of the National Association of Insurance Commissioners; Executive in Residence and Former Visiting Distinguished Professor and Dean of the College of Business and Public Administration at Drake University ✓ Verisk Analytics, Inc.; West Bancorporation, Inc. Peter S. Zaffino 54 2020 President and Chief Executive Officer of AIG Committeesthe nominee’s failure to receive the required vote and (2) the Board's acceptance of the resignation. The Board (Board Committees)Audit CommitteeRisk and Capital CommitteeCompensation and Management Resources CommitteeTechnology CommitteeNominating and Corporate Governance Committee(2) Mr. Cole has been appointed to serve as a memberwill accept that resignation unless the NCGC recommends, and the Board determines, that the best interests of the AuditCompany and Technology Committees, effectiveits shareholders would not be served by doing so.Director
SinceDirector Nominee Age Occupation and Background Audit CMR NCG Risk 
Paola Bergamaschi 62 2022 Former Global Banking and Capital Markets Executive at State Street Corporation, Credit Suisse and Goldman Sachs 
James Cole, Jr. 55 2021 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 
James (Jimmy) Dunne III 67 2023 Vice Chairman and Senior Managing Principal, Piper Sandler 
John (Chris) Inglis 69 2024 Strategic Advisor at Paladin Capital Group; Former National Cyber Director 
Linda A. Mills 74 2015 Former Corporate Vice President of Operations, Northrop Grumman Corporation C 
Diana M. Murphy 67 2023 Managing Director, Rocksolid Holdings LLC 
Peter R. Porrino 67 2019 Former Executive Vice President & Chief Financial Officer, XL Group Ltd C C 
Lead Independent Director67 2022 Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization 
Vanessa A. Wittman 56 2023 Former Chief Financial Officer, Glossier, Inc. Peter Zaffino 57 2020 Chairman & Chief Executive Officer, AIG 31, 2021.(3) Mr. Steenland, as Lead Independent Director, is an ex-officio, non-voting member of all Board Committees.2021 Proxy Statement9Executive Summaryand independent Board. AIG hasWe have undertaken significant Board refreshment in recent years to ensure that the directors are positioned to provide strategic guidance to AIGand oversight as we continue to make meaningful progress on strategic priorities, such as the continued separation of Corebridge and the repositioning of our journey to becoming a top performing company.DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES 
10 2021 
Executive Summary
2021 Proxy StatementShareholders Provided Feedback on the Key Topics Below 
Executive Summary
ROBUST CORPORATE GOVERNANCE PRACTICES AIG’s robust corporate governance policiespractices promotecultural background — is an important consideration in the director search and nomination process. Additionally, when considering Board effectivenesscomposition and accountabilitydirector 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.Skills, Experience and Expertise Diversity Director Nominee and Title 
African
American/
Black
LGBTQ+ 2022 ¢ ¢ ¢ ¢ ¢ ¢ F 2021 ¢ ¢ ¢ ¢ ¢ ¢ ¢ M ¢ 2023 ¢ ¢ M 2024 ¢ ¢ ¢ ¢ ¢ ¢ ¢ M 2015 ¢ ¢ ¢ ¢ ¢ ¢ ¢ F 2023 ¢ ¢ ¢ ¢ ¢ F 2019 ¢ ¢ ¢ ¢ ¢ M 2022 ¢ ¢ ¢ ¢ ¢ ¢ ¢ M 2023 ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ F 2020 ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ M Total Skills, Experience and Expertise and Diversity 7 7 6 7 6 3 7 6 6 4 4 1 6M/4F 1 Independent, DiverseAll of our non-management directors are independent under the New York Stock Exchange (NYSE) listing standards and Qualifiedour 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 directorsdirector nominees are independent except for ourthe Chairman & Chief Executive Officer and our Executive Chair·All Board Committee members are independent·Lead Independent Director role has clearly defined responsibilities and oversees meeting materials, agendas and schedules·Independent directors meet in executive session in conjunction with each regularly scheduled Board meeting·Three of AIG’s independent director nominees are women and two are ethnically and/or racially diverse·The 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 groupEffective Board Policies and Practices·Directors’ interests are aligned with those of our shareholders through robust director stock ownership requirements·The Board, through the NCGC, conducts annual evaluations of the Board, the Lead Independent Director and other individual directors, and all Board Committees conduct annual self-evaluations·No director attending less than 75 percent of meetings for two consecutive years will be re-nominated·Directors generally may not stand for election after reaching age 75·All directors may contribute to the agenda for Board meetings·All directors are prohibited from serving on more than three other public company boards with additional restrictions for AIG’s Chief Executive Officer and directors who are executive officers of other public companies·Board Committee Chair positions generally rotate every five years to ensure diverse perspectivesStrong Shareholder Rights Hold Board Accountable·Directors are elected annually by a majority of votes cast (in uncontested elections)·AIG’s amended and restated by-laws (By-laws) include a proxy access right for shareholders·AIG’s By-laws provide shareholders the ability to call a special meeting at appropriate levels·AIG has an extensive shareholder engagement program with participation by independent directorsKey Matters Overseen by the Board·The Board oversees robust management succession planning, with support from the CMRC, in consultation with the Chair of the NCGC·The Board, through the CMRC, oversees diversity, equity and inclusion matters and monitors AIG’s progress on related initiatives·The Board, through the NCGC, oversees sustainability, including climate-related issues, corporate social responsibility and lobbying and public policy matters·The Board provides strong risk management oversight, including through the Risk and Capital Committee, Audit Committee and other Board Committees·The Board, through the Technology Committee, oversees AIG’s cybersecurity risks, policies, controls and procedures12 2021 Proxy Statement1—1 – Election of DirectorsProposal 1—Election of DirectorsProposal 1—Election of DirectorsWhat am I voting on?We are asking shareholders to elect thirteen directors to hold office until the next annual election.Voting Recommendation✔ FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of AIG’s business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized on pages 10-11 and below.AIG's Board currently consists of fourteen directors. All directors serve a one-year term. Mr. Miller is not standing for re-election and is retiring from theDirector Nominees the Annual Meeting because he has reached the age of 75, which is the general retirement age under AIG's Corporate Governance Guidelines. The Board would like to thank Mr. Miller, whose term will end at the Annual Meeting, for his service and valuable contribution as a director. We are asking our shareholders to re-elect the remaining thirteen directors at the Annual Meeting, to hold office until the next annual election and until their successors are duly elected and qualified or their earlier resignation.•Thirteen director nominees•All independent other than Chief Executive Officer and Executive Chair•Elected by majority of votes cast•One year termsIt is the intention of the persons named in the accompanying form of proxy to vote for the election of the nominees. All of the nominees are currently members of AIG’s Board. It is not expected that any of the nominees will become unavailable for election as a director, but if any should become unavailable prior to the Annual Meeting, proxies will be voted for such other persons as the persons named in the accompanying form of proxy may determine in their discretion. Alternatively, the Board may reduce its size.Directors will beMeeting. Each nominee is elected annually by a majority of the votes cast by the shareholders of AIG’s common stock, which votes are cast either “for” or “against” election. Pursuant to AIG’s By-laws and Corporate Governance Guidelines, each nominee has submitted to the Board an irrevocable resignation from the Board that would become effective upon (1) the failure of such nominee to receive the required vote at the shareholder meeting and (2) Board acceptance of such resignation. In the event that a nominee fails to receive the required vote, the NCGC will then make a recommendation to the Board on the action to be taken with respect to the resignation. The Board will accept such resignation unless the NCGC recommends, and the Board determines, that the best interestsin uncontested elections.Paola Bergamaschi 
Director since: 2022 and its shareholders would not be served by doing so.Below are biographies of each of the nominees for director, including the principal occupation or affiliation and public company directorships held by each nominee during the past five years. We believe our director nominees have the right mix of skills, experience and attributes and background to provide strategic guidance to AIG, particularly as the Board oversees AIG through its continued transformation to becoming a top performing insurance company. For additional details on the Board’s approach to Board composition and refreshment, see “Corporate Governance—Board Composition and Refreshment.”RECOMMENDATION Your Boardunanimously recommends a vote FOR this resolution.Director Nominees2021 Proxy Statement13Proposal 1—Election of DirectorsJames Cole, Jr.
Director since: 2021Age: 52Committees:• Audit*• Technology*Other Directorships:• None* Effective March 31, 2021
JAMES COLE, JR.and& Chief Executive Officer, since 2017The Jasco Group, LLC; Former Educationand& General Counsel, of the U.S. Department of EducationCAREER HIGHLIGHTS Mr. Cole founded and has been Chairman and Chief Executive Officer of The Jasco Group, LLC, a multidimensional investment management firm, since January 2017. He previously served at the U.S. Department of Education as Delegated Deputy Secretary of Education and 2016 to 2017from January 2016 to January 2017, General Counsel, a U.S. Senate confirmed seat, from December 2014 to January 2017 and from August 2014 to December 2014. As Deputy Secretary, Mr. Cole served as the chief operating officer of theEducation and oversaw a broad range of operational, management, policy, legal and program functions. From November 2011 to August 2014, Mr. Cole served as Transportationof the U.S. Department of Transportation. Prior2011 to joining the Department of Transportation, Mr. Cole was a corporate law partner at 2014 with a primary focus on Mergers & Acquisitions
Director since: 2021Governance. Mr. Cole began his career as a financial analyst at GE Capital Corporation.KEY EXPERIENCE AND QUALIFICATIONSAIG’sthe Board has concluded that Mr. Cole should be re-elected to the Board. re-elected.James (Jimmy) Dunne III 
Director since:2011Age: 73Board Committees:• Compensation 2023Management Resources (Chair)• Nominating and Corporate GovernanceOther Directorships:• Current: Natura &Co Holding S.A.; Viatris Inc.• Former (past 5 years) Pfizer Inc.; Avon Products, Inc.W. DON CORNWELLFormer Chairman of the Board and Chief Executive Officer of Granite Broadcasting CorporationCAREER HIGHLIGHTS Mr. Cornwell is the former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation, which he founded in 1988, serving from 1988 until his retirement in August 2009, and Vice Chairman until December 2009. Mr. Cornwell spent 17 years at Goldman, Sachs & Co. where he served as Chief Operating Officer of the Corporate Finance Department from 1980 to 1988 and Vice President of the Investment Banking Division from 1976 to 1988.KEY EXPERIENCE AND QUALIFICATIONS Cornwell’sDunne’s expertise in investment banking, management and financial sector services and three decades of experience in significant finance and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. CornwellDunne should be re-elected to the Board.14 2021 Proxy StatementProposal 1—Election of DirectorsJohn (Chris) Inglis Director since:2017Age: 73Other Directorships:• Former (past 5 years): Johnson Controls International plc (formerly Tyco International, plc)BRIAN DUPERREAULTExecutive Chair of AIGMr. Duperreault has beenExecutive ChairU.S. Director of AIG’s Board since March 1, 2021. He previously served as AIG’s Chief Executive Officer since May 2017, when he also joinedNational Intelligence’s Strategic Advisory Group, the National Intelligence University’s Board of Directors. He also served as AIG’s President from May 2017 until January 2020. Previously, Mr. Duperreault was the Chief Executive Officer of Hamilton Insurance Group, Ltd., a Bermuda-based holding company of propertyVisitors
Director since: 2024casualty insurance and reinsurance operations in Bermuda, the U.S. and the U.K., from December 2013 to May 2017, and served as Chairman of Hamilton Insurance Group, Ltd. from February 2016 to May 2017. He served as President and Chief Executive Officer of Marsh & McLennan Companies, Inc. from February 2008 until his retirement in December 2012. Before joining Marsh & McLennan Companies, he served as non-executive Chairman of ACE Limited from 2006 until 2008, as Chairman of the Board from 2004 to 2006, as Chairman and Chief Executive Officer from 1999 to 2004, and as Chairman, President and Chief Executive Officer from 1994 to 1999. Prior to joining ACE, Mr. Duperreault served in various senior executive positions with AIG and its affiliates from 1973 to 1994.KEY EXPERIENCE AND QUALIFICATIONS Duperreault’s deepInglis’s broad and considerable experience in the insurance industry, his history with AIGtechnology, cybersecurity and his management of large, complex, international institutions, AIG’sinformation security, public policy and government, the Board has concluded that Mr. DuperreaultInglis should be re-elected to the Board.elected.Linda A. Mills 
Director since:2011Age: 64Board Committees:• Audit• TechnologyOther Directorships:• None
JOHN H. FITZPATRICKFormer Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss ReMr. Fitzpatrick has been Chairman of Oak Street Management Co.,an insurance/management consulting company,(management and Oak Family Advisors, LLC, a registered investment advisor, since 2010. He was Chairman of White Oak Global Advisors LLC, an asset management firm lending to small- and medium-sized companies, from SeptemberIT consulting)September 2017. In 2014, Mr. Fitzpatrick completed a two-year term as Secretary General of The Geneva Association. From 2006 to 2010, he was a partner at Pensionpresent and a director of Pension Insurance Corporation Ltd. From 1998 to 2006, Mr. Fitzpatrick was a member of Swiss Re’s Executive Board Committee and served at Swiss Re as Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services. From 1996 to 1998, Mr. Fitzpatrick was a partner in insurance private equity firms sponsored by Zurich Financial Services, Credit Suisse and Swiss Re. From 1990 to 1996, Mr. Fitzpatrick served as the Chief Financial Officer and a Director of Kemper Corporation. Mr. Fitzpatrick is a Certified Public Accountant and a Chartered Financial Analyst.KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Fitzpatrick’s broad experience in the insurance, reinsurance and financial services industries, as well as his professional experience in insurance policy and regulation, AIG’s Board has concluded that Mr. Fitzpatrick should be re-elected to the Board. 2021 Proxy Statement15Proposal 1—Election of Directors
Director since:2013Age: 69Board Committees:• Risk and Capital (Chair)• Nominating and Corporate GovernanceOther Directorships:• Current: Lamb Weston Holdings, Inc.• Former (past 5 years): Conagra Foods, Inc.WILLIAM G. JURGENSENFormer Chief Executive Officer of Nationwide InsuranceCAREER HIGHLIGHTSMr. Jurgensen is the former Chief Executive Officer of Nationwide Mutual Insurance Company and Nationwide Financial Services, Inc., serving from May 2000 to February 2009. During this time, he also served as director and Chief Executive Officer of several other companies within the Nationwide enterprise. Prior to his time in the insurance industry, he spent 27 years in the commercial banking industry. Before joining Nationwide, Mr. Jurgensen was an Executive Vice President with BankOne Corporation (now a part of JPMorgan Chase & Co.) where he was responsible for corporate banking products, including capital markets, international banking and cash management. He managed the merger integration between First Chicago Corporation and NBD Bancorp, Inc. and later was Chief Executive Officer for First Card, First Chicago’s credit card subsidiary. At First Chicago, he was responsible for retail banking and began his career there as Chief Financial Officer in 1990. Mr. Jurgensen started his banking career at Norwest Corporation (now a part of Wells Fargo & Company) in 1973.KEY EXPERIENCE AND QUALIFICATIONSIn light of Mr. Jurgensen’s deep experience in insurance, financial services and his executive experience managing a large, complex, institution, AIG’s Board has concluded that Mr. Jurgensen should be re-elected to the Board. 
Director since:2009Age: 63Board Committees:• Nominating and Corporate Governance (Chair)• Audit• Risk and CapitalOther Directorships:• Current: Tenet Healthcare Corporation• Former (past 5 years): Federal Home Loan Mortgage CorporationCHRISTOPHER S. LYNCHFormer National Partner in Charge of Financial Services of KPMG LLPCAREER HIGHLIGHTSMr. Lynch has been an independent consultant since 2007, providing a variety of services to public and privately held companies, including enterprise strategy, corporate restructuring, risk management, governance, financial accounting and regulatory reporting, and troubled-asset management. Prior to that, Mr. Lynch was the former National Partner in Charge of KPMG LLP’s Financial Services Line of Business. He held a variety of positions with KPMG over his 29-year career, including chairing KPMG’s Americas Financial Services Leadership team and being a member of the Global Financial Services Leadership and the U.S. Industries Leadership teams. Mr. Lynch was an audit signing partner under the Sarbanes-Oxley Act of 2002 and served as lead or client service partner for some of KPMG’s largest financial services clients. He also served as a Partner in KPMG’s National Department of Professional Practice and as a Practice Fellow at the Financial Accounting Standards Board. Mr. Lynch is a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors and a former member of the Advisory Board of the Stanford Institute for Economic Policy Research.KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Lynch’s extensive experience in finance, accounting and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Lynch should be re-elected to the Board. 16 2021 Proxy StatementProposal 1—Election of Directors
Director since:2015Age: 71Board Committees:• Technology (Chair)• Audit• Compensation and Management ResourcesOther Directorships:• Current: Navient CorporationLINDA A. MILLSFormer of Operations, of Northrop Grumman CorporationCAREER HIGHLIGHTSMs. Mills is the former 2013 to 2015of Operations for Northrop Grumman Corporation, with responsibility for operations, including risk management, engineering and information technology. During her 12 years with Northrop Grumman, from 2002 to 2015, Ms. Mills held a number of operational positions, including Corporate Vice& President, and President of Information Systems and Information Technology sectors; sectors, 2008 to 2012Group; and Group, 2006 to 2007in the firm’s Information Technology Sector. PriorSector, 2003 to joining Northrop Grumman, Ms. Mills was2006 at TRW, Inc. She began her career as an engineer at Bell Laboratories, Inc.KEYQUALIFICATIONS
Director since: 2015 in-depth 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, at Northrop Grumman, AIG’sthe Board has concluded that Ms. Mills should be re-electedre-elected.Diana M. Murphy 
Board.College of Coastal Georgia Foundation, since 2015
Director since:2019Age: 72Board Committees:• 2023• RiskCapitalOther Directorships:• Current: Kairos Acquisition Corp.• Former (past 5 years)Corporate GovernanceCNA Financial Group; Verisk Analytics, Inc.THOMAS F. MOTAMEDFormer Chairman and Chief Executive Officer of CNA Financial CorporationCAREER HIGHLIGHTSMr. Motamed was Chairman and Chief Executive Officer of CNA Financial Corporation, an insurance holding company, from 2009 to 2016. Prior to CNA, Mr. Motamed spent 31 years at The Chubb Corporation, an insurance company, where he began his career as a claims trainee and rose to Vice Chairman and Chief Operating Officer. He is a past Chairman of the Insurance Information Institute and is Chair Emeritus for Adelphi University.KEY EXPERIENCE AND QUALIFICATIONSMr. Motamed’s deep experienceMs. Murphy’s significant business acumen, including her expertise in insurance,management development and risk management and management of insurance organizations, AIG’sexperience 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 Mr. MotamedMs. Murphy should be re-elected to the Board.2021 Proxy Statement17Proposal 1—Election of DirectorsPeter R. Porrino
Director since: 2019Age: 64Board Committees:• Audit (Chair)• Risk and CapitalOther Directorships:• None
PETER R. PORRINOFormer Executive Vice President and Chief Financial Officer of XL Group LtdMr. Porrino is the former Executive Vice President and Chief Financial Officer of a global insurance(insurance and reinsurance company, a role which he held from 2011 to 2017. He was reinsurance)at XL Group from 2017 to 2018. Prior2018joining XL Group, Mr. Porrino served as the 2017at Ernst & Young LLP from 1999 through 2011 where he was responsible for Ernst Young’s Americas and Global insurance industry practices and served as the lead partner on Ernst & Young’s largest insurance account until his departure. Prior to Ernst & Young, Mr. Porrino served as President and Chief Executive Officer, of Consolidated International1998 to 1999 and as and& Chief Operating Officer of Zurich Re Centre, a subsidiary of Zurich Insurance Group focused on property and casualty reinsurance. Mr. Porrino began his career as an auditor at 1993 to 1998Young.KEYYoung LLPQUALIFICATIONS
Director since: 2019 considerable professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, AIG’sthe Board has concluded that Mr. Porrino should be re-elected to the Board.re-elected.John G. Rice 
Director since: 2019Age: 58Board Committees:• Audit• since: 2022• TechnologyOther Directorships:• NoneVanessa A. Wittman 
AMY L. SCHIOLDAGERFormer Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc.Ms. Schioldager is the former Senior Managing Director and Global HeadBeta Strategies at BlackRock,Verizon Communications), a global investment management corporation. In this role, which she held from 20062017, Ms. Schioldager was responsible for managing the Index Equity business across seven global offices. During her more than 25 years at BlackRock, Ms. Schioldager held various other leadership positions and also served as a member2016the Global Executive Committee fromGoogle, Inc.)2017 and2014Chair of the Corporate Governance Committee fromPresident & Chief Financial Officer, 2008 to 2015. She also founded and led BlackRock’s Women’s Initiative. Ms. Schioldager began her career as a fund accountant at Wells Fargo Investment Advisors.KEY2012QUALIFICATIONS
Director since: 2023Schioldager’s broadWittman’s experience as a seasoned public company director and senior financial executive in corporate governance,global organizations across a range of industries, including insurance, consumer products and technology, and managing international businesses, as well as her professional experience in investments, global asset management and financial services, AIG’sthe Board has concluded that Ms. SchioldagerWittman should be re-elected to the Board. re-elected.18 2021 Proxy StatementProposal 1—Election of DirectorsPeter Zaffino Director since: 2009Age: 69Board Committees:• As Lead Independent Director, Mr. Steenland is an ex-officio, non-voting member of all Board CommitteesOther Directorships:• Current: AirlinesInternational Group, Inc.; Hilton Worldwide Holdings Inc.• Former (past 5 years): Performance Food Group Company; Travelport Worldwide LimitedDOUGLAS M. STEENLANDFormer President and Chief Executive Officer of Northwest Airlines CorporationCAREER HIGHLIGHTSMr. Steenland is the former Chief Executive Officer of Northwest Airlines Corporation, serving from 2004 to 2008, and President, serving from 2001 to 2004. Prior to that, he served in a number of Northwest Airlines executive positions after joining Northwest Airlines in 1991, including Executive Vice President, Chief Corporate Officer and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to joining Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper.KEY EXPERIENCE AND QUALIFICATIONSIn light of Mr. Steenland’s notable experience in managing a large, complex institution and his experience in strategic business transformations, AIG’s Board has concluded that Mr. Steenland should be re-elected to the Board.
Director: 2019Age: 64Board Committees:• Compensation and Management Resources• Risk and CapitalOther Directorships:• Current: Verisk Analytics, Inc.; West Bancorporation, Inc.• Former (past 5 years): Validus Holdings, Ltd.THERESE M. VAUGHANFormer Chief Executive Officer of the National Association of Insurance Commissioners; Executive in Residence and Former Visiting Distinguished Professor and Dean of the College of Business and Public Administration at Drake UniversityCAREER HIGHLIGHTSMs. Vaughan is currently an Executive in Residence at Drake University, where she was previously the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science from 2017 to 2019 and served as the Dean of the College of Business and Public Administration from 2014 to 2017. From 2009 to 2012, she served as the Chief Executive Officer of the National Association of Insurance Commissioners (NAIC). During her time at NAIC, Ms. Vaughan also served as a member of the Executive Committee of the International Association of Insurance Supervisors and the steering committee for the U.S./E.U. Insurance Dialogue Project. In 2012, she chaired the Joint Forum, a Basel, Switzerland-based group of banking, insurance, and securities supervisors. Additionally, Ms. Vaughan was the first female Insurance Commissioner for the State of Iowa, a role which she held for over ten years.KEY EXPERIENCE AND QUALIFICATIONSIn light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience in insurance regulation, education, research and corporate governance, AIG’s Board has concluded that Ms. Vaughan should be re-elected to the Board. 2021 Proxy Statement19Proposal 1—Election of Directors
Director since: 2020Age: 54Other Directorships:• NonePETER ZAFFINOPresident and Chief Executive Officer of AIGCAREER HIGHLIGHTSPeter Zaffino has been AIG’s March 1, 2021 and joined AIG’s Board in October 2020. He joined AIG in July 2017 as 2021; President, since 2020President—President & Global Chief Operating Officer, and was also appointed 2017 to 2021in November 2017 and President of AIG in January 2020. Prior to joining AIG, he served in various executive roles at 2019, a global professional services firm, including as Chief Executive Officer of Marsh, LLC from 2011 to 2017 and as (professional services)& McLennan Companies from 2015LLC, 2011 to 2017. Prior to that, Mr. Zaffino served as 2017and& Chief Executive Officer of Guy Carpenter, a risk and insurance-focused subsidiary of Marsh & McLennan Companies. Prior2008 to joining 2011he held several senior positions, most recently serving in an executive role with a 2001 to 2008portfolio company that specialized in alternative risk insurance and reinsurance.KEY1995 to 2001QUALIFICATIONS
Director since: 2020significant experience indeep insurance expertise, leadership capabilities, financial and operational skills, and his continued exceptional performance as the insurance industry, including his leadershipCEO of AIG, the turnaround of AIG’s General Insurance business, AIG’s Board has concluded that Mr. Zaffino should be re-elected to the Board. re-elected.20 2021 Proxy StatementCorporate Governance Corporate GovernanceCorporate Governance AIG Board is committed to good corporate governance. Our strongeffective corporate governance policiespractices 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 are set forthto enhance its effectiveness.Amended and RestatedBy-Laws, Certificate of Incorporation, By-laws,Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters, our systematic approach to risk management and Board Committee Charters, among other documents. AIG’sin our commitment to transparent financial reporting and strong internal controls. The Board regularly reviews theseour corporate governance documents and makes modifications from time to time based on corporate governanceto reflect recent developments and shareholderinvestor feedback to ensure their continued effectiveness.What we do:✓The NCGC continuously reviews the composition of the Board to ensure the Board has the substantial and diverse skills, experience and attributes necessary to evaluate and oversee AIG’s strategy and performance✓Directors are elected annually by a majority of votes cast (in uncontested elections)✓All directors are independent except for our Chief Executive Officer and our Executive Chair, and independent directors meet in executive session in conjunction with each regularly scheduled Board meeting✓All Board Committee members are independent✓Lead Independent Director role has clearly defined responsibilities and oversees meeting materials, agendas and schedules✓Directors’ interests are aligned with those of our shareholders through robust stock ownership requirements✓The Board, through the NCGC, conducts annual evaluations of the Board, the Lead Independent Director and other individual directors, and all Board Committees conduct annual self-evaluations✓All directors may contribute to the agenda for Board meetings✓Corporate Governance Guidelines include sound policy on directors’ service on other public company boards✓Board Committee structure organized around key strategic issues and designed to facilitate dialogue and efficiency✓The Board, with support from the Board Committees, oversees key matters, including robust management succession planning; diversity, equity and inclusion; sustainability (including climate-related issues), corporate social responsibility and lobbying and public policy matters; risk management; and cybersecurity✓Extensive shareholder engagement program with participation by independent directors✓By-laws include a proxy access right for shareholders✓By-laws provide shareholders the ability to call a special meeting at appropriate levelsWhat we don’t do:xAny director attending less than 75% of meetings for two consecutive years will not be re-nominatedxDirectors generally may not stand for election after reaching age 75xBoard Committee Chairs generally do not serve for longer than a five-year termxNo supermajority voting requirements in charter or By-lawsxDirectors may not serve on more than three other public company boards with additional restrictions for AIG’s Chief Executive Officer and directors who are executive officers of other public companies2021 Proxy Statement21Corporate GovernanceDirector Independence•All directors independent other than Chief Executive Officer and Executive Chair•Lead Independent DirectorAIG aims to maintainIn 2023, the Board completed a balanced and independent Board that is committed to representing the long-term interests of AIG’s shareholders and has the substantial and diverse expertise necessary to oversee AIG’s strategic and business planning as well as management’s approach to addressing significant risks and challenges facing AIG.DIRECTOR INDEPENDENCE ASSESSMENTThe Board, on the recommendationcomprehensive review of the NCGC, determined that each of AIG’s eleven independent director nominees—Mss. Mills, Schioldagercommittee charters and Vaughan and Messrs. Cole, Cornwell, Fitzpatrick, Jurgensen, Lynch, Motamed, Porrino and Steenland—are independent under the New York Stock Exchange (NYSE) listing standards. Messrs. Duperreault and Zaffino are the only director nominees who hold AIG management positions and, therefore, are not independent directors. Mr. Miller, who is not standing for re-election to the Board, and Ms. Nora Johnson, who did not stand for re-election at the 2020 Annual Meeting, were also determined by the Board, on the recommendation of the NCGC, to be independent under the NYSE listing standards for the period that they served on the Board.In making the independence determinations, the NCGC and the Board considered relationships arising from: (1) in the case of certain directors, contributions by AIG to charitable organizations with which they are affiliated; (2) in the case of certain directors, investments and insurance products AIG provides to them and/or entities they are affiliated with in the ordinary course of business and on the same terms made available to third parties; and (3) in the case of Mr. Lynch, the employment of his son by AIG. None of these relationships exceeded the thresholds set forth in the NYSE listing standards.•Flexible leadership structure reviewed regularly•New leadership structure created in 2021, consistent with thoughtful, well-coordinated succession planAIG’s Corporate Governance Guidelines provideto broaden the Board with flexibility to select the appropriate leadership structure for the company. The Board regularly reviews its leadership structure, taking into account many factors, including the specific needs of AIG and its businesses, corporate governance best practices, shareholder feedback and succession planning. The Board believes it is in the best interests of AIG and our shareholders to retain this flexibility in determining the appropriate leadership structure, recognizing that different structures may be appropriate in different circumstances.LEADERSHIP TRANSITION IN 2021Effective March 1, 2021, in connection with the execution of AIG’s thoughtful, well-coordinated Chief Executive Officer succession plan, the Board created a new leadership structure for the company. Mr. Duperreault became our newly appointed Executive Chair upon stepping down as AIG’s Chief Executive Officer; Mr. Zaffino succeeded Mr. Duperreault as the new Chief Executive Officer; and Mr. Steenland, who previously served as our Independent Chair, took on our newly created Lead Independent Director role. The Board believes this current leadership structure is in the best interests of AIG and its shareholders. With Mr. Duperreault in the Executive Chair role, AIG continues to leverage his significant industry expertise and effective working relationship with the Board to focus the Board’s attention on strategic matters and facilitate effective communication between the Board and management. Mr. Duperreault’s term as Executive Chair will end on December 31, 2021, at which time he will become a non-officer employee of AIG for one year, providing assistance and advice to the extent requested by the Chief Executive Officer. Mr. Zaffino, who became a director in October 2020, will also serve as a bridge between the Board and management while focusing on developing and implementing AIG’s business initiatives. In a Lead Independent Director role with clearly defined responsibilities Mr. Steenland continues to ensure robust independent oversight of the company by the Board. The Board is confident that AIG has the right team to lead AIG through the next phase of our journey.22 2021 Proxy StatementCorporate GovernanceBoard EffectivenessLEAD INDEPENDENT DIRECTOR ROLEIn his role as Lead Independent Director, Mr. Steenland has clearly defined duties as set forth in our Corporate Governance Guidelines, including:•Calling, setting the agenda for and chairing periodic executive sessions and meetings of the independent directors;•Consulting on and approving, in consultation with the Executive Chair and Chief Executive Officer, the agendas for and the scheduling of meetings of the Board;•Chairing meetings of the Board in the absence of the Executive Chair;•Serving as a liaison between the Executive Chair and the independent directors;•Reviewing and approving, in consultation with the Executive Chair, the quality, quantity, appropriateness and timeliness of information provided to the Board;•Communicating with shareholders, stakeholders, and government officials in consultation with the Executive Chair and Chief Executive Officer; and•Conferring regularly with the Executive Chair on matters of importance that may require action or oversight by the Board.The Board believes that its leadership structure is well-aligned with the current needs of AIG and its shareholders. Mr. Duperreault’s extensive experience and established relationships with AIG’s directors and stakeholders will enable him to lead the Board in overseeing the company through the transition to a new Chief Executive Officer and major transformative transactions, including the separation of AIG’s Life and Retirement business. Mr. Steenland will leverage his extensive business experience and leadership to ensure continued robust, independent oversight of management by the independent directors.ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS •12 Board meetings and 30 Board Committee meetings during 2020•Executive sessions at all regularly scheduled Board meetings•All directors attended at least 75% of relevant Board and Board Committee meetingsThe Board considers director attendance at Board and Board Committee meetings an essential duty of a director. As a result, AIG’s Corporate Governance Guidelines provide that any director who, for two consecutive calendar years, attends fewer than 75 percent of the total regular meetings of the Board and the meetings of all Board Committees of which such director is a voting member will not be nominated for re-election at the annual meeting in the next succeeding calendar year, absent special circumstances that may be taken into account by the Board and the NCGC in making its recommendations to the Board.There were 12 meetings of the Board during 2020. The independent directors meet in executive session, without the Chief Executive Officer present, in conjunction with each regularly scheduled Board meeting. Mr. Steenland, in his prior role as Chair of the Board, presided at the executive sessions. There were a total of 30 meetings of the Board Committees during 2020. For 2020, all of the directors attended at least 75 percent of the aggregate of all meetings of the Board and of the Board Committees on which they served.Pursuant to AIG’s Corporate Governance Guidelines, all directors are generally expected to attend the Annual Meeting. All directors who stood for election at the 2020 Annual Meeting attended the 2020 Annual Meeting.2021 Proxy Statement23Corporate Governance Board Composition and RefreshmentDIRECTOR AND BOARD ACCOUNTABILITY AND EVALUATIONSThe Board believes that self-evaluations of the Board, the Board Committees and individual directors are important elements of corporate governance and essential to ensure a well-functioning Board. Pursuant to AIG’s Corporate Governance Guidelines, the Board, acting through the NCGC and under the general oversight of the Lead Independent Director and Executive Chair, conducts an annual self-evaluationstrengthen our corporate governance practices, as described below.an evaluationGovernance page of each memberour website (www.aig.com) where you can access information about our corporate governance.Board. ThroughoutBoardyear, each standing Board Committee also conducts its own annual self-evaluation.
BOARD COMPOSITION AND REFRESHMENTBalanced and effective Board composition, supplemented by a thoughtful approach to refreshment,ten director nominees, four are women, one is racially diverse, one is a priority for AIG. The selection of a qualified group of directors with an appropriate mix of skills, experiencemilitary veteran and attributes is essential to the Board’s successful oversight of AIG’s complex business, particularlyone identifies as the Board provides strategic oversight of AIG’s journey. The Board manages Board composition and refreshment with significant support from the NCGC.characteristicsskills, experience and attributes of the existing directors, both individually and as a group. groupconsidersoversees 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 lobbyinglightleadership communications to shareholders, the investor community, employees and other stakeholders.various factors, including expected director departures,our 2022 employment agreement with Mr. Zaffino, for the Board’s mixduration of the agreement's five-year term, Mr. Zaffino is being nominated to serve as a member of the Board, and, interplay of skills, experienceif elected by the shareholders, will serve as the Chairman. attributes, including diversity, and individual director performance.24 2021 Proxy StatementCorporate GovernanceBoard Composition and RefreshmentDIRECTOR RECRUITMENT PROCESSThe NCGC has a robust director recruitment process. New director candidates are identified through various channels, including third-party search firms, other directors, shareholders and members of management. Once a candidate has been identified, the NCGC conducts a rigorous review, taking into consideration the criteria set forth in AIG’s Corporate Governance Guidelines, including:•Responsibility skill, expertise, diversity, background, and experience with businesses and other organizations that the Board deems relevant;ChairmanLead Independent
Director•the contribution represented by the individual’s skills, experience and attributes to ensuring that the Board has the necessary tools to perform its oversight function effectively;•the interplay of the individual’s experience with the experience of other Board members;•high personal and professional ethics, values and integrity;•ability to work together as part of an effective, collegial group;•ability and willingness to commit adequate time to AIG over an extended period of time;•commitment to representing the long-term interests of AIG; and•the extent to which the individual would otherwise be a desirable additionProvide leadership to the Board in its oversight of managementn 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 Board Committees.of its committees from time to timen Following this review,recommends potentialbefore joining the board of another company. In addition, absent special circumstances, the Board generally imposes the following limits:full Board for approval of their appointment or election by our shareholders.Six new directors added in last two years – 50% of whom are women or ethnically and/or racially diverseThe NCGC oversaw the identification, recruitment and review of Mr. Cole, who was appointed to our Board in 2021. Mr. Cole was identified and recommended to the NCGC by our Chief Executive Officer and Executive Chair. The NCGC retained a global search firm to interview Mr. Cole and compile information about his attributes, experience, skills and independence to help them assess his suitability for our Board. Mr. Cole brings considerable experience in public policy and government and is a seasoned legal advisor on strategic transactions. The NCGC also oversaw the identification, recruitment and review of one new director—Mr. Zaffino—in 2020 and four new directors—Messrs. Motamed and Porrino and Mss. Schioldager and Vaughan—in 2019. Messrs. Motamed, Porrino and Zaffino and Ms. Vaughan each have considerable insurance industry experience, and Mr. Zaffino serves as a bridge between the Board and management. Ms. Schioldager has substantial experience in investments and global asset management. Further, the additions of Mr. Cole and Mss. Schioldager and Vaughan enhanced the diversity of our Board.DIRECTOR ORIENTATIONa comprehensive director orientation program. This program includes one-on-one meetingsand meet with key members of management, and fellow directors as well asand our independent auditor, and receive extensive written materials to help familiarize them with the new director with AIG’s business,Company’s businesses and strategic priorities, the insurance industry, strategy,our accounting practices and the Company’s culture, policies, practices and practices. Each new director ishistory. Management also pairedprovides a continuing education program for all directors regarding matters relevant to AIG, including with an existing directorrespect to help integrate them during the course of their first year on the Board. Further, each new director isits risks and other appropriate subjects.meetingsCompany for the cost of all Board committees, including those on which they do not sit, during their first year on the Board.DIRECTOR TENURE
The Board’s Self-Evaluation Process•Average tenure: Five years•Retirement age: 75ita thorough and constructive self-evaluation process is desirablean important element of good corporate governance to maintain a mix of longer-tenured, experienced directorspromote Board effectiveness and newer directors with fresh perspectives.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 average tenureBoard, acting through the NCGC, oversees the performance evaluations of the independent director nominees is five years. In addition, under AIG’s Corporate Governance Guidelines, the Board Committee Chairs generally do not serve for longer than a five-year term. No individual may stand for election as a director after reaching the age of 75. The Board may waive this requirement if, on the recommendation of the NCGC, it determines such waiver to be in the best interests of AIG.2021 Proxy Statement25Corporate GovernanceBoard Composition and RefreshmentDIVERSITY CONSIDERATION•Three independent directors are women•Two independent directors are ethnically and/or racially diverseThe Board strives to maintain a diverse Board and diversity continues to be an important consideration inits committees. The format and process for the NCGC’s director search and nomination process. As set forth in AIG’s Corporate Governance Guidelines, while the Board has not adopted a specific diversity policy, the Board believes that important diversity characteristics include race, gender identity, ethnicity, religion, nationality, disability, sexual orientation and cultural background. Additionally, in assessing each director candidate, the NCGC considers diversity in a broad sense, including a candidate’s work experience, skills and perspective. Three of AIG’s independent director nomineesperformance evaluations are women and two are ethnically and/or racially diverse.DIRECTOR RECOMMENDATIONS BY SHAREHOLDERSThe NCGC considers shareholder feedback when determining whether to recommend that the Board nominate a director for re-election and takes into account the views of interested shareholders as appropriate when filling a vacancy on the Board. The AIG Corporate Governance Guidelines include characteristics that the NCGC considers important for director nominees and information for shareholders with respect to director nominations. The NCGC will consider director nominees recommended by shareholders and will evaluate those shareholder nominees on the same basis as all other nominees. Shareholders who wish to recommend nominees for director for considerationdetermined by the NCGC in coordination with the Chairman & CEO and the Lead Independent Director and may do so by submitting namesbe conducted with or without a third-party facilitator. The self-evaluation process is designed to facilitate ongoing, systematic examination of the Board’s and supporting information to: Chair, Nominatingcommittees’ effectiveness and accountability, and to identify opportunities for improving operations and procedures.How it Worked in 2023 How Self-Evaluations Contribute to Board Performance Committee, c/o Corporate Secretary, American International Group, Inc., 175 Water Street, New York, New York 10038. NominationsAreas of director candidates made pursuant to AIG’s By-laws must comply with the requirements set forth in our By-laws. See “Other Matters—Shareholder Proposals for the 2022 Annual Meeting.”PROXY ACCESSAIG’s By-laws also permit eligible shareholders with a significant long-term interest in AIG to include their own director nominees in AIG’s proxy statement for the annual meeting. The Board believes such proxy access is an additional mechanism forOversightaccountability and for ensuring that Board nominees are supported by AIG’s long-term shareholders.Under the proxy access by-law, a shareholder, or a group of up to 20 shareholders, owning three percent or more of AIG common stock continuously for at least three years may nominate and include in AIG’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board, so long as the shareholder(s) and the nominee(s) satisfy the requirements specified in AIG’s By-laws. Qualifying shareholders who wish to submit director nominees for election at the 2022 Annual Meeting of Shareholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Other Matters—Shareholder Proposals for the 2022 Annual Meeting.”26 2021 Proxy StatementCorporate GovernanceAreas of Board OversightAIG’s strategyour strategic priorities through year-round discussions and presentations covering company-wideCompany-wide and business unit-specific updates. The Board, through its committees, also provides oversight with respect tooversees other key areas, including management succession planning, humanmanagement’s development and implementation of our strategic, capital management (including diversity, equity, and inclusion), sustainability (including climate-related issues), corporate social responsibility, lobbying and public policy,financial plans, as well as our enterprise risk management practices and cybersecurity.MANAGEMENT SUCCESSION PLANNING•Committee Risk Oversight Responsibilities Peter Zaffino appointed Chief Executive Officer effective March 1, 2021Audit Committee •Risk Committee Resultexecution of thoughtful, well-coordinated succession plankey risks facing the Company, including climate risk, concentration risk, cyber risk and data and information security riskIn October 2020, AIG announced that Mr. Zaffino was named Chief Executive Officer, effective March 1, 2021. Mr. Zaffino was also appointed to serve as a director, effective at the time of the announcement. This transition reflects the execution of a thoughtful, well-coordinated Chief Executive Officer succession plan overseen by the Board with support from the CMRC in consultation with the Chair of the NCGC. One of the key strengths that the Board considered when appointing Mr. Duperreault to lead AIG in 2017 was his proven track-record for developing talent and grooming successors internally. The Board determined that Mr. Zaffino was the right choice to become AIG’s next Chief Executive Officer on the basis of the success he demonstrated as AIG’s President and Global Chief Operating Officer and his leadership over the turnaround of AIG’s General Insurance business. This leadership transition is supported by Mr. Duperreault’s continued service to AIG as Executive Chair.The Board continues to recognize the importance of planning for management succession and oversees succession planning with support from the CMRC, in consultation with the Chair of the NCGC. In accordance with AIG’s Corporate Governance Guidelines and the CMRC’s charter, at least annually:•Compensation and Management Resources Committee Chief Executive Officer reports to the CMRC and the Chairassessment of the NCGCrisks related to our compensation programs and policies, including the administration of policies regarding the recoupment, repayment or forfeiture of compensationplans for succession for both the Chief Executive Officer rolerisk assessments of our compensation programs and other senior management roles; andpolicies•Nominating and Corporate Governance Committee the CMRCits view of those plans.risks related to director independence and related party transactions, public policy and lobbying activities, and sustainability-related issuesPursuantCMRC’sincreased sophistication and NCGC’s charters,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 Chairpart of employees or third parties who have authorized access to our systems or information. We require employees to complete periodic training on cyber education.NCGC also consults withCompany and third-party experts to evaluate potential security threats that may have a negative impact on the CMRC with respectorganization, to Chief Executive Officer succession.2021 Proxy Statement27Corporate Governance Areas of Board OversightHUMAN CAPITAL MANAGEMENTOurThe 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.major strengthmaterial 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.AIGHuman Capital Managementthe dedication, commitment, and loyalty of our colleagues. AIG’s keyresponsible for overseeing human capital management objectives include attracting, developingpractices and retainingprograms, including retention, talent development, compensation and benefits, and diversity, equity and inclusion (DEI). Management periodically reports to the highest quality talent. The CMRC oversees AIG’s initiatives and progress on our various human capital management effortsinitiatives and metrics, including diversity, equity and inclusion.To improve our employee experience and assess the health of our organization, we periodically undertake cultural and employee engagement surveys. In August 2019, AIG conducted an Organizational Health Index survey, which was responded to by approximately 80 percent of our workforce and which covered topics across multiple dimensions, including leadership, business operations and effectiveness, diversity, equity and inclusion and customer focus. In response to this feedback, many of our colleagues’ ideas and suggestions have been applied across AIG and informed the development of the AIG 200 operational programs. In January 2021, we launched our second Organizational Health Index survey to give our colleagues another opportunity to share their insights, gather input on how AIG has progressed over the past year and continue to help make AIG a more rewarding place to work. Some exampleskey programsmanagement 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 initiatives thatcareer 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.designedfocused 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.develop and retainmotivate employees to achieve outstanding results.diverse workforce include:
Competitive Compensation and BenefitsAIG seeks to provide competitive compensation opportunities and benefits that attract and retain highly skilled employees for our various business needs.• Performance-driven compensation structure that consists of base salary and short- and long-term incentive awards.• Subsidized health care plans, life insurance and disability.• Wellness and mental health benefits.• Liberal paid time off and parental leave policies.• Matching 401(k) contributions. 
Health and SafetyAIG prioritizes the health and safety of its employees, which was apparent in our response to the COVID-19 crisis.• 90 percent of our employees quickly and effectively transitioned to remote work.• Cross-functional COVID-19 Task Force created to ensure that AIG implemented best practices to protect the safety of colleagues while continuing to serve clients, distribution partners and other stakeholders.• Return-to-office planning is informed by a Return to Workplace survey recently completed by our employees.• Employee Assistance Program provides employees with mental health resources, including counseling sessions and webinars.
Career DevelopmentAIG believes that professional development is a positive investment in our talent and has created numerous programs to foster leadership, growth and development opportunities for our employees.• Library of on-demand learning options, combined with immersive learning experiences to build skills, available at all levels.• Tuition and certification and training reimbursement programs to encourage employees to enhance their education, skills and knowledge for their continued growth.• Annual review of talent development and succession plans for each of our functions and operating segments, to identify and develop a pipeline of diverse talent for positions at all levels of the organization.28 2021 Proxy StatementCorporate Governance Areas of Board Oversight
Diversity, Equity and InclusionAIG is committed to creating an inclusive workplace focused on attracting, retaining and developing diverse talent that fosters a culture of belonging for all employees.• Diversity, equity and inclusion objective embedded into each executive officer’s individual performance goals tied to their annual short-term incentive awards.• Executive Diversity Council established in September 2020, tasked with ensuring that diversity, equity and inclusion initiatives are an integral part of AIG’s business strategies.• New Chief Diversity Officer appointed in October 2020 to coordinate AIG’s efforts in making meaningful strides as it relates to diversity, equity and inclusion.• Three leadership programs targeted at our diverse talent pool.• Women’s Executive Leadership Initiative and the Executive Men’s Development Initiative (for men of color) seek to hone executive leadership skills of high-potential employees.• Accelerated Leadership Development program matches mid-level men and women of color in AIG’s leadership pipeline with senior executive mentors and coaches them on essential senior management and executive leadership skills.• In 2020, more than 17,000 global colleagues participated in Courageous Conversations, a training program about unconscious bias and systemic racism. Spotlight on AIG’s Robust Network of ERGsERGs are groups of employees who come together based on a shared interest in a specific dimension of diversity. The ERGs are a cornerstone of our diversity, equity and inclusion efforts, with significant employee participation. Our ERGs represent and support our diverse workforce, facilitate networking and connections with peers, and create a culture of inclusion and engagement within AIG.
2021 Proxy Statement29Corporate Governance Areas of Board OversightSUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITYAIG’s Sustainability Priorities•Community resilience•Financial security•Sustainable operations•Sustainable investingAIG believes that the challenges we face in the world today are as serious as they are complex. As risk managers, insurers, and investors, weincentive programs. We have a unique roleperformance-driven compensation structure that consists of base salary and, for eligible employees, short- and long-term incentives. We also offer comprehensive benefits to playsupport the health, wellness, work-life balance andmore sustainable, secure world. To that end, AIG has developed a sustainability agenda intendedculture 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 help future-proofpromote transparency about our communities—a unified sustainability approach that supports our business strategy and addresses expectations from manydiverse U.S. workforce.our key stakeholders including investors, regulators, clients, and employees. AIG’s four sustainability priorities (community resilience, financial security, sustainable operations and sustainable investing) align with our core business strategy and focus on the future proofing communities.(including climate-related issues), corporate social responsibility and lobbying and public policy matters. AIG’s Chief Sustainability Officer is responsible for leading the development and implementation of AIG’s company-wide sustainability strategy. Our Chief Sustainability Officer sits within AIG’s Global Legal, Compliance & Regulatory Group, which provides visibility and influence with AIG’s executive leadership. The NCGC receives regular reports from our Chief Sustainability Officer on sustainability-related matters.Under the leadership of the Chief Sustainability Officer, cross-functional teams and working groups have been established to drive integration and advancement of AIG’s sustainability priorities into all lines of business. Each working group is sponsored by one of AIG’s Executive Officers to cascade the tone at the top throughout the entire organization.
30 2021 Proxy StatementCorporate Governance Areas of Board OversightRecent Sustainability Milestones•Performed AIG’s first materiality assessment to identify and prioritize ESG issues that are most significant for AIG’s long-term value creation and of most importance to our key stakeholders•Developed a unified position on climate change risks and strategy recommendation•Launched AIG’s Employee Sustainability Network to provide an opportunity for employees to get involved in sustainability initiatives on a more local, grassroots level, while also helping advance AIG’s sustainability agenda•Published a second Taskforce on Climate-related Financial Disclosures (TCFD) report and became a TCFD supporter•Became a Carbon Disclosure Project (CDP) investor signatory and continued to report on CDP’s Climate Investor Questionnaire for 11 consecutive years•Became a member of the UN Global Compact, committing to align with the UN Global Compact principles and to support the UN Sustainable Development GoalsSustainability SiteTo reviewwebsite 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 TCFDcommitment to supporting the communities where we live and work and to make these efforts accountable, scalable and repeatable. We will release our 2023 report and detailed information about AIG’s philosophy and practices regarding sustainability (including climate change projects) and corporate responsibility (including philanthropy, volunteerism and diversity, equity and inclusion), please visit our sustainability site at www.aig.com/about-us/sustainability. The reports and any other information onlater this website are not incorporated by reference in, and do not form part of, this Proxy Statement or any other SEC filing.RISK MANAGEMENToversees the management of risk (including, for example, risks related to market conditions, reserves, catastrophes, investments, liquidity, capital and cybersecurity) through the complementary functioning of the Risk and Capital Committee and thehas four committees: Audit, Committee and interacting and coordinating with other Board Committees. The Risk and Capital Committee oversees AIG’s ERM practices as one of its core responsibilities and reviews AIG’s risk assessment and risk management policies. The Audit Committee also evaluates and oversees the guidelines and policies governing AIG’s risk assessment and management processes relating to financial reporting as well as the risk control framework. The Audit and Risk and Capital Committee Chairs then coordinate with each other and the Chairs of the other Board Committees with the aim to ensure that each Board Committee has received the information that it needs to carry out its responsibilities with respect to risk management. Both the Risk and Capital Committee and the Audit Committee report to the Board with respect to relevant risk management issues. The CMRC, in conjunction with AIG’s Chief Risk Officer, is responsible for reviewing the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives. For further information regarding the annual risk assessment of compensation plans, see “Executive Compensation—Report of the Compensation and Management Resources, Committee.”CYBERSECURITYThe TechnologyNominating and Corporate Governance, and Risk. Each of these committees is composed exclusively of independent directors. Committee reviews AIG’s cybersecurity risks, policies, controlsmeetings are generally held in conjunction with scheduled Board meetings and procedures, including: (1) AIG’s procedures to identify and assess internal and external cybersecurity risks, (2) AIG’s controls to protect from cyberattacks, unauthorized access or other malicious acts and risks, (3) AIG’s procedures to detect, respond to, mitigate negative effects from and recover from cybersecurity attacks, (4) AIG’s controls and procedures for fulfilling applicable regulatory reporting and disclosure obligations related to cybersecurity risks, costs and incidents and (5) AIG’s cybersecurity practicesadditional meetings are held as compared to industry practices. Management reports to the Technology Committee on cybersecurity matters at every meetingneeded, including meetings of the TechnologyAudit Committee to review quarterly and year-end earnings reports.meets at least two times a yearare 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 accordance with the Technology Committee charter. At least once a year, AIG’s Chief Information Security Officer also meetsperformance of their respective responsibilities. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.report on AIG’s internalthe Board committee charters included (i) elevating oversight of capital, liquidity and externalother 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 our actions(iii) moving succession planning for the Chairman & CEO to the Nominating and responses.2021 Proxy Statement31Corporate Governance Board CommitteesAIG’s Board Committee structure is organized around key strategic issues. Board Committee Chairs regularly coordinate with one another to ensure appropriate information sharing. To further facilitate information sharing, all Board Committees provide a summary of significant actionsAll committee chairs are appointed at regular meetings ofleast annually by the Board. As required under AIG’sThe Corporate Governance Guidelines each standing Board Committee conducts an annual self-assessmentprovide that a committee chair should generally serve for not less than three years and review of its charter.following table sets forthtables below reflect the current membership and the number of committee meetings held in 20202023.standing 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.Committee. Messrs. DuperreaultCommitteesZaffino do not serve on any Board Committees.Management Resources CommitteeSteenland servesJurgensen and Ms. Vaughan served as CMRC members during 2023. No CMRC member is or ever was an ex-officio, non-votingofficer or employee of the Company. None of our executive officers is, or was during 2023, a member of each Board Committee. Mr. Cole joined our Board effective March 15, 2021 and thus did not attend any Boardthe board of directors or Board Committee meetingscompensation committee of another company that has, or had during 2020. Audit
CommitteeCompensation
and
Management
Resources
CommitteeNominating
and
Corporate
Governance
CommitteeRisk and
Capital
CommitteeTechnology
CommitteeDirector 
James Cole, Jr.(1) W. Don Cornwell C ■ Brian Duperreault John H. Fitzpatrick ■ ■ William G. Jurgensen ■ C Christopher S. Lynch ■ C ■ Henry S. Miller ■ ■ Linda A. Mills ■ ■ C Thomas F. Motamed ■ ■ Peter R. Porrino C ■ Amy L. Schioldager ■ ■ ■ Douglas M. Steenland ♦ ♦ ♦ ♦ ♦ Therese M. Vaughan ■ ■ Peter Zaffino Number of meetings in 2020 7 9 5 5 4 C= Chair ■= Member ♦ Mr. Steenland, as Lead Independent Director (formerly Independent Chair), is2023, an ex-officio, non-voting member. (1) Mr. Cole has been appointed to serveexecutive officer serving as a member of the AuditBoard or the CMRC.Technology Committees, effective March 31, 2021.32 2021 Proxy StatementBoard CommitteesAUDIT COMMITTEEPrimary responsibilitiesAssists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting.Reviews and discusses with senior management the guidelines and policies by which AIG assesses and manages risk.Coordinates with the Risk and Capital Committee to help ensure the Board and each Board Committee has received the information it needs to carry out their responsibilities with respect to oversight of risk assessment and risk management.Assists the Board in its oversight of the qualifications, independence and performance of AIG’s independent registered public accounting firm, including responsibility for the appointment, compensation, retention and oversight of the work of the firm.Assists the Board in its oversight of the performance of AIG’s internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, AIG’s chief internal auditor.Assists the Board in its oversight of AIG’s compliance with legal and regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on AIG’s business, financial statements or compliance policies, AIG’s relations with regulators and governmental agencies, and any material reports or inquiries from regulators and government agencies.Approves regular, periodic cash dividends on AIG common stock and preferred stock consistent with Board-approved dividend policies and with support from the Risk and Capital Committee to confirm adequacy of AIG’s capital and liquidity.Reviews and discusses any significant topics raised at the audit committee meetings of AIG’s material foreign subsidiaries.HELD 7MEETINGS IN 2020John H. FitzpatrickChristopher S. LynchAmy L. SchioldagerDouglas M. Steenland (ex-officio, non-voting member) INDEPENDENCEThehas determined, onin 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 recommendationCompany, including climate risk, concentration risk, cyber risk and data and information security riskNCGC, that all membersCompany, the structure for the assignment of the Audit Committee are independent under both NYSE listing standardsresponsibility for risks and the SEC rules. FINANCIAL LITERACYThe Board has determined, onmanagement of our risks from the recommendationperspective of relevant constituencies, including rating agencies and regulatorsNCGC, that all members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as defined by NYSE listing standards. FINANCIAL EXPERTSThe Board has determined, on the recommendation of the NCGC, that Messrs. Fitzpatrick, Lynch, Porrino and Steenland (as an ex-officio member) are audit committee financial experts, as defined under SEC rules. 2021 Proxy Statement33Corporate Governance Board CommitteesCOMPENSATION AND MANAGEMENT RESOURCES COMMITTEEPrimary responsibilitiesOversees AIG’s compensation programs generally.Reviews and approves incentive award performance metrics and goals relevant to the compensation of AIG’s Chief Executive Officer, evaluates the Chief Executive Officer’s performance and determines and approves the compensation awarded to the Chief Executive Officer (subject to ratification or approval by the Board).Reviews and approves the incentive award performance metrics relevant to the compensation of the other senior executives under its purview (which includes all of the named executives listed in the 2020 Summary Compensation Table) and, based on the recommendation of the Chief Executive Officer, approves the compensation of each such senior executive.Reviews reports about the compensation of other key corporate officers of AIG, as the CMRC deems appropriate.Oversees AIG’s management development and succession planning programs for the Chief Executive Officer and his direct reports and consults with the Chair of the NCGC with respect to Chief Executive Officer succession planning.Reviews and approves compensation-related disclosures for inclusion in AIG’s annual Proxy Statement.Oversees the assessment of the risks related to AIG’s compensation policies and programs.Reviews periodic updates from management on initiatives and progress in the area of human capital, including diversity, equity and inclusion.Engages the services of an independent compensation consultant to advise on executive compensation matters.The foregoing responsibilities may not be delegated to persons who are not members of the CMRC.HELD 9MEETINGS IN 2020MEMBERSW. Don Cornwell, ChairHenry S. MillerLinda A. MillsThomas F. MotamedTherese M. VaughanDouglas M. Steenland (ex-officio, non-voting member)INDEPENDENCEThe Board has determined, on the recommendation of the NCGC, that all memberschair of the CMRC to help ensure that our compensation arrangements are independent under both NYSE listing standardsdesigned to provide incentives that are consistent with the interests of our stakeholders and SEC rules.COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE INTERLOCKS ANDINSIDER PARTICIPATIONDuring his or her service on the CMRC, no member served as an officer or employee of AIG at any time or had any relationship with AIG requiring disclosure as a related-party transaction under SEC rules. During 2020, none of AIG’s executive officers served as a director of another entity, one of whose executive officers served on the CMRC; and none of AIG’s executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of AIG’s Board or on the CMRC.do not encourage senior executives to take excessive risks34 2021 Proxy Statement Board Committees
Director CompensationNOMINATING AND CORPORATE GOVERNANCE COMMITTEEPrimary responsibilitiesIdentifies individuals qualified to become Board members, consistent with criteria approved by the Board, and recommends these individuals to the Board for nomination, election or appointment as members of the Board and Board Committees.Considers board refreshment in light of various factors, including expected director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, and individual director performance.Oversees the annual evaluation of the Board, individual directors and Board Committees.Periodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation.Receives reports from the NCGC Chair relating to succession planning for the Chief Executive Officer.Reviews and reports to the Board with respect to (1) AIG’s position, policies, practices and reporting with respect to sustainability, (2) current and emerging corporate social responsibility issues of significance to AIG and its stakeholders, including the manner in which AIG conducts its public policies, social and environmental practices, climate-related activities, government relations activities, and other issues, (3) public policy issues of significance to AIG and its stakeholders and (4) AIG’s relationships with public interest groups, legislatures, government agencies and the media, as well as AIG stakeholders, and how those constituencies view AIG as those relationships relate to issues of public policy and social responsibility.HELD 5MEETINGS IN 2020MEMBERSChristopher S. Lynch, ChairW. Don CornwellWilliam G. JurgensenAmy L. SchioldagerDouglas M. Steenland (ex-officio, non-voting member) INDEPENDENCEThe Board has determined that all members of the NCGC are independent under NYSE listing standards and SEC rules.2021 Proxy Statement35Corporate Governance Board CommitteesRISK AND CAPITAL COMMITTEEPrimary responsibilitiesAssists the Board in overseeing and reviewing information regarding AIG’s ERM practices, including the significant policies, procedures, and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk.Provides strategic guidance to management as to AIG’s capital structure and financing, the allocation of capital to its businesses, methods of financing its businesses and other related strategic initiatives.Reviews and makes recommendations to the Board with respect to AIG’s financial and investment policies.Approves issuances, investments, dispositions and other transactions and matters as authorized by the Board.Advises the Audit Committee with respect to AIG’s capital and liquidity position to support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock.Coordinates with the Board, the CMRC and the Audit Committee to help ensure that the Board and each Board Committee has received the information it needs to carry out their responsibilities with respect to risk management.HELD 5MEETINGS IN 2020MEMBERSWilliam G. Jurgensen, ChairChristopher S. LynchThomas F. MotamedPeter R. PorrinoTherese M. VaughanDouglas M. Steenland (ex-officio, non-voting member)INDEPENDENCEThe Board has determined, on the recommendation of the NCGC, that all members of the Risk and Capital Committee are independent under NYSE listing standards and SEC rules.TECHNOLOGY COMMITTEEPrimary responsibilitiesAssists the Board in its oversight of AIG’s information technology projects and initiatives.Reviews the financial, tactical and strategic benefits of proposed significant information technology-related projects and initiatives.Reviews and makes recommendations to the Board regarding significant information technology investments in support of AIG’s information technology strategy.Reviews AIG’s risk management and risk assessment guidelines and policies regarding information technology security, including the quality and effectiveness of AIG’s information technology security, business continuity management capabilities and disaster recovery capabilities.Reviews AIG’s cybersecurity risks, policies, controls and procedures.HELD 4MEETINGS IN 2020MEMBERSLinda A. Mills, ChairJohn H. FitzpatrickHenry S. MillerAmy L. SchioldagerDouglas M. Steenland (ex-officio, non-voting member)INDEPENDENCEThe Board has determined, on the recommendation of the NCGC, that all members of the Technology Committee are independent under NYSE listing standards and SEC rules.36 2021 Proxy StatementCorporate Governance Compensation of DirectorsHighlights of our •••with immediate vesting to support independence••attractretain and retainattract qualified candidates to serve as independent directors on our Board.directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties, to AIG, as well as the diverse and complementary skills, experience and attributes of our directors. The following table describes the compensation structureAIG’s independent directors in 2020.2020 COMPENSATION STRUCTURE FOR INDEPENDENT DIRECTORSBase Annual Retainer ($) Cash Retainer 125,000 Deferred Stock Units (DSUs) Award(1)Award170,000185,000 Annual Lead Independent ChairDirector Cash Retainer(2)Retainer260,000 Annual Board Committee Chair Cash RetainersAudit Committee 40,000 Risk and Capital Committee40,000 Compensation and Management Resources Committee 30,000 Other Board CommitteesNominating and Corporate Governance Committee20,000 (1)DSUs granted in 2020 were granted under the AIG 2013 Omnibus Incentive Plan (2013 Plan). Going forward, DSUs will be granted under the 2021 Plan, subject to shareholder approval of such plan.(2)This Independent Chair Cash Retainer became a Lead Independent Director Retainer effective March 1, 2021 concurrent with the effective date of the changes to AIG’s leadership structure. No Lead Independent Director Retainer was paid in 2020.of $125,000, as well as any cash retainers due for service as Independent Chair/Lead Independent Director or a Board Committee Chair,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. The annual grant of $170,000 in DSUs is made for prospective service, at the time of AIG’s Annual Shareholder Meeting, for the upcoming one-year term. UnlessEach year, independent directors have made a special deferral election for their DSUs (discussed below), DSUs vest on the last trading day of the month in which the independent director ceases to be a director of AIG.Independent directors are also eligible for the AIG Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per employee or director annually (the same terms and conditions that apply to AIG employees). For 2020 only, the maximum amount of AIG’s charitable donation match was increased to $12,000 per employee or director annually.Independent directors may elect to receive their base annual, Independent Chair/Lead Independent Director and Board Committee Chaircommittee chair cash retainer amountsretainers, as applicable, in the form of DSUs. The number of DSUs receivedgranted is based on the closing sale price of AIG Parent common stock on the date the cash retainer would otherwise be payable.2021 Proxy Statement37Corporate Governance CompensationDirectorsEach$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 provides that one share of AIG common stock will be delivered when the independent director ceases to be a member ofaward is made for directors who join the Board andbetween 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. Annually, directorsoutstanding at that time. DSUs are settled in shares of AIG Parent common stock on a one-for-one basis.settlementpayment date of 100 percentthe DSUs granted for a calendar year – including any DSUs that were accepted instead of theircash. Deferred DSUs received inwill be paid ratably over five years after service on the following year. In addition, no less thanBoard ends. Directors may also make subsequent deferral elections at least 12 months prior to retirement, retiring directors may make an election to defer the settlement of 100 percent ofbefore any DSUs not previously deferred pursuantare 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.annual election and/or any previously deferred DSUs.should own a number ofare 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 deferred stock and DSUs) with a value equal to at least five times the base annual retainer for independent directors.AIG’sretainer.an AIGa 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, AIG’sthe Insider Trading Policy prohibits directors from pledging AIG securities and none of AIG’sthe directors have pledged any AIG securities.Messrs. Duperreault and Zaffino, who are not independent directors, were not eligible to receive any compensation for their service as directors.Frederic W. Cook & Co. (FW Cook) provided advice to the NCGC with respect to AIG director compensation and related market practices. Both the cash and equity components of independent director compensation remain subject to the shareholder-approved limits established in the 2013 Plan and will be subject to such limits established in the 2021 Plan. 38 2021 Proxy StatementCorporate Governance Compensation of Directorsof AIG for all or part of 2020.2020 INDEPENDENT DIRECTOR COMPENSATIONIndependent Members of the
Board in 2020Fees Earned
or Paid in
Cash ($)(1)Stock
Awards ($)(2)All Other
Compensation ($)(3)Total ($) W. Don Cornwell 155,000 169,977 10,000 334,977 John H. Fitzpatrick 125,000 169,977 0 294,977 William G. Jurgensen 165,000 169,977 0 334,977 Christopher S. Lynch 145,000 169,977 0 314,977 Henry S. Miller 125,000 169,977 10,000 304,977 Linda A. Mills 145,000 169,977 12,000 326,977 Thomas F. Motamed 125,000 169,977 0 294,977 Suzanne Nora Johnson 60,288 0 0 60,288 Peter R. Porrino 150,385 169,977 12,000 332,362 Amy L. Schioldager 125,000 169,977 0 294,977 Douglas M. Steenland 385,000 169,977 0 554,977 Therese M. Vaughan 125,000 169,977 9,980 304,957 (1)This column represents annual retainer fees, Independent Chair retainer fees and Board Committee Chair retainer fees. For Mr. Jurgensen, the amount includes (i) a prorated Board Committee Chair retainer fee for his service as Chair of the Audit Committee until the date of the 2020 Annual Meeting; and (ii) a prorated Committee Chair retainer fee for his service as Chair of the Risk and Capital Committee, effective as of the date of the 2020 Annual Meeting. For Mr. Porrino, the amount includes a prorated Board Committee Chair retainer fee for his service as Chair of the Audit Committee, effective as of the date of the 2020 Annual Meeting. For Ms. Nora Johnson, the amount includes prorated annual retainer fees for her service as director and as Chair of the Risk and Capital Committee until the date of the 2020 Annual Meeting. For Ms. Nora Johnson, the amount does not include (i) $813,153.06, which represents the value of shares of AIG common stock delivered when she ceased to be a member of the Board as of the 2020 Annual Meeting in accordance with the terms of DSUs previously granted; and (ii) $2,247.90, which represents a cash payment with respect to warrant equivalents granted to her related to DSUs granted prior to the distribution of warrants to all holders of AIG common stock in January 2011.(2)This column represents the grant date fair value of DSUs granted in 2020 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG common stock on the date of grant.(3)This column represents charitable contributions disbursed by AIG during 2020 under AIG’s Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per independent director annually. For 2020 only, the maximum amount of AIG’s charitable donation match was increased to $12,000 per employee or director annually.2021 Proxy Statement39Corporate Governance Corporate Governance Materials AvailablePaola 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 $59,383 $0 $0 $59,383 Linda A. Mills $155,000 $184,977 $10,000 $349,977 $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 $44,987 $0 $0 $44,987 $125,000 $184,977 $0 $309,977 Vanessa A. Wittman $99,306 $213,334 $0 $312,640 Our WebsiteThe following table sets forth information with respectMay 10, 2023. For Mr. Dunne, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the stock awards outstanding atBoard, effective December 31, 20201, 2023. For Mr. Jurgensen, the amount includes prorated annual retainer fees for his service as director and as Chair of the independent directorsRisk 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 during 2020. None of the independent directors hold option awards.OUTSTANDING STOCK AWARDS AT DECEMBER 31, 2020Independent Members of the Board in 2020DeferredStock Units(1)W. Don Cornwell30,856John H. Fitzpatrick29,603William G. Jurgensen25,785Christopher S. Lynch31,016Henry S. Miller31,016Linda A. Mills20,675Thomas F. Motamed15,529Suzanne Nora Johnson0Peter R. Porrino16,105Amy L. Schioldager11,886Douglas M. Steenland31,016Therese M. Vaughan11,886(1)DSUs shown include DSUs awarded in 2020 and prior years, any cash retainer amounts that a director elected to receive in DSUs and DSUs awarded as dividend equivalents. Receipt of shares of AIG common stock underlying DSUs is deferred until the director ceases to be a member of the Board unless the director has made an election to defer settlement to a later date. DSUs granted prior to May 15, 2013 were granted under the 2010 Stock Incentive Plan and DSUs granted on or after May 15, 2013 were granted under the 2013 Plan.CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITEThe following documents are available in the About Us—Leadership and Governance—Corporate Governance Documents section of AIG’s corporate website at www.aig.com or in print by writing to American International Group, Inc., 175 Water Street, New York, New York 10038, Attention: Investor Relations:Amended and Restated Certificate of IncorporationBy-lawsCharters of the Audit Committee, the CMRC, the NCGC, the Risk and Capital Committee and the Technology CommitteeCorporate Governance GuidelinesAIG’s Diversity/Equal Opportunity PolicyRelated-Party Transactions Approval PolicySocial Media GuidelinesAIG’s Director, Executive Officer and Senior Financial Officer Code of Business Conduct and EthicsEmployee Code of ConductSupplier Code of ConductThird Party Code of ConductAny amendment to AIG’s Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics and any waiver applicable to AIG’s directors, executive officers or senior financial officers will be posted on AIG’s website within the time period required by the SEC and the NYSE. Information on our website is not, and will not be deemedParent common stock delivered when he ceased to be a partmember of this Proxy Statement or incorporated into anythe Board as of our other filings.40 2021 Proxy StatementYear-Round Shareholder Engagement Year-Round Shareholder Engagement ProgramYear-Round Fostering long-term relationships with our shareholders and maintaining their trust is a priority for the Board. Direct engagement with shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance, executive compensation, sustainability and corporate responsibility, human capital management matters, business strategy and performance and related matters. feedback also helps to better tailor the public information we disclose to address the interests and inquiries of shareholders.YEAR-ROUND SHAREHOLDER ENGAGEMENT PROGRAMAIG hasEngagementrobustsubstantial engagement program that ensures an active, year-round, openconstructive and ongoing dialogue with shareholders and other stakeholders.stakeholders throughout the year. These meetings strengthen AIG’sour relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.
2021 Proxy StatementAnnual Meeting 
41
Summer Fall Winter Spring Year-Round Shareholder Engagement 2020 Shareholder Engagement2020 SHAREHOLDER ENGAGEMENTDuring 2020, we continued our efforts to engage consistentlyOur Board prioritizes fostering and productivelysustaining long-term, positive relationships with our shareholders. Our then Independent Chairshareholders 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 Chairinterests and inquiries of shareholders.CMRC participated in some of theseshareholder engagement meetings, alongside our General Counsel, Chief Human Resources Officer, Corporate Secretary, Head of Executive Compensation, Head of Investor Relations and Chief Sustainability Officer.
These efforts are complementary to outreach conducted by members of senior management through AIG’sour Investor Relations department as they regularly meet with shareholders and participate in investor conferences in the U.S. and abroad.2020,addition to engagement with respect to governance, executive compensation and sustainability topics, in 2023, our Investor Relations department led over 200500 meetings with over 250150 equity shareholders representing approximately 5370 percent of our shares outstanding. Investor presentations are made available in the Investors—Webcasts and Presentations section of AIG’s corporateour website at www.aig.com.www.aig.com.42 
2021 Proxy StatementYear-Round Shareholder Engagement 2020 Shareholder EngagementTOPICS COVERED DURING 2020 SHAREHOLDER ENGAGEMENTOur engagement with shareholders in 2020 covered a broad set of topics, including corporate strategy, AIG’s response to the COVID-19 crisis, corporate governance, environmental and social issues, Board and management succession planning and executive compensation. Some key messages we heard, and examples of actions we took in response to this feedback, included:Key MessagesAIG ActionsConcernsObjectives Key Topics Discussed Key Messages from shareholders about the stock price performance of AIG’s common stockShareholdersAnnounced in October 2020 that AIG is evaluating alternatives for the separation of our Life and Retirement business in a manner intended to unlock value for shareholders and other stakeholders and establish two strong, market-leading companies (See “Executive Summary—2020 Highlights—Announcement of Planned Life and Retirement Separation”)Board Responsiveness Requests from for updatesthe Board’s plan with respecttopics that are of interest to management successionour shareholdersAnnounced in October 2020 that Mr. Zaffino would become Chief Executive Officer, Mr. Duperreault would become Executive Chair and Mr. Steenland would becomeeach effective March 1, 2021 (See “Executive Summary—2020 Highlights—Executionand combined Chairman & CEO roleThoughtful, Well-Coordinated Succession Plan”)one-time award to Chairman & CEOStrong interestdisclosures describing AIG’s response to the COVID-19 crisis, in particularconnection with respect to the impactstrategic transactions, contract extensions/renewals and for executive recruitment "make whole" awards, sign on both business strategybonuses and human capital managementProvided robust disclosures in this Proxy Statement relating to AIG’s response to the COVID-19 crisis (See “Executive Summary—2020 Highlights—AIG’s Response to COVID-19”)Positive feedback related to the publication of AIG’s second TCFD reportpromotionsrequests for expanded sustainability reportingPerformed AIG’s first materiality assessment to identify and prioritize ESG issues that are most significant for AIG’s long-term value creation and of most importance to our key stakeholders, which we see as an initial step towards expanded sustainability disclosures (See “Corporate Governance—Areas of Board Oversight—Sustainability and Corporate Social Responsibility”)Support for AIG’s diversity, equity and inclusion initiatives and requests for increased disclosure of demographic data and goals to help shareholders assess the success of those initiativesAgreed to publish our official consolidated EEO-1 Report on our website beginning with the 2019 and 2020 Reports, which are due in April 2021; and augmented disclosures in this Proxy Statement relating to the diversity of our Board to provide self-identified diversity information for each individual director (See “Executive Summary—Director Nominee Skills, Experience and Attributes”)succession planningOur engagement meetings in 2020 also provided us with an opportunity to further understand our shareholders’ views with respect to our executive compensation programs, although shareholders inquired about the subject less frequently than in recent years. For details on the executive compensation-related feedback we heard from shareholders and how we responded see “Executive Compensation—Compensation Discussion and Analysis—Engagement with Shareholders on Executive Compensation Topics.”directors and helps inform Board which, in turn informs the Board’s discussions on a rangevariety of key areas. AIGtopics. The Company and the Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation discussions and corporate responsibility initiatives.2021 Proxy Statement43Securitiestheour knowledge, of AIG, beneficially own more than five percent of AIG Parent common stock at January 31, 2021.Name and Address Shares of Common Stock
Beneficially OwnedNumber Percent
(%)BlackRock, Inc.
55 East 52nd Street
New York, NY 1005576,696,098(1) 8.9 T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 2120264,038,129(2) 7.4 The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 1935580,337,158(3) 9.3 Name and Address (1)Number of SharesBased on a Schedule 13G/A filed on February 5, 2021 by % reporting beneficial ownership as of December 31, 2020. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.9.2% Based on a Schedule 13G filed on February 16, 2021 by T. Rowe Price Associates, Inc. reporting beneficial ownership as of December 31, 2020. Item 4 to this Schedule 13G provides details as to the voting and investment power of T. Rowe Price Associates, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.6.1%(3)Based on a Schedule 13G/A filed on February 10, 2021 by reporting beneficial ownership as of December 31, 2020. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of TheGroup as well as the right to acquire AIG common stock within 60 days. All information provided in “Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.Blvd.10.5% arms-lengtharm’s-length transactions with entities or affiliates of entities that are the beneficial ownerowners of more than five percent of our outstanding common stock.44 2021 Proxy StatementSecurities20202023 Summary Compensation Table in “Executive“2023 Executive Compensation—2020 Compensation”2023 Summary Compensation Table” and (3) our current directors and executive officers as a group. AIG Common Stock Owned Beneficially
as of January 31, 2021 Amount and Nature
of Beneficial Ownership(1)(2)Percent (%) of
Class James Cole, Jr. 0 — W. Don Cornwell 31,121 (3) Douglas A. Dachille 260,127 0.03 Brian Duperreault 1,091,767 0.13 Lucy Fato 93,914 0.01 John H. Fitzpatrick 29,857 (3) William G. Jurgensen 61,007 0.01 Christopher S. Lynch 34,438 (3) Mark D. Lyons 114,856 0.01 Henry S. Miller 31,283 (3) Linda A. Mills 20,853 (3) Thomas F. Motamed 41,503 (3) Peter R. Porrino 17,353 (3) Amy L. Schioldager 11,988 (3) Douglas M. Steenland 36,083 (3) Therese M. Vaughan 12,988 (3) Peter Zaffino 526,716 0.06 All current directors and current executive officers of AIG as a group (23 individuals) 2,868,432 0.33 AIG Parent Common Stock Owned Beneficially as of January 31, 2024 Amount% of equity securities shown includes (i) shares of AIG common stock subject to options which may be exercised within 60 days as follows: Dachille—133,256 shares, Duperreault—851,170 shares, Fato—65,321 shares, Lyons—112,379 shares, Zaffino—466,256 shares and allClassPaola Bergamaschi 4,907 * James Cole, Jr. 11,411 * W. Don Cornwell 44,181 * James (Jimmy) Dunne III 1,289 * 627,809 * 366,159 * Kevin T. Hogan 718,128 * John (Chris) Inglis — * — * David McElroy 535,876 * Linda A. Mills 36,020 * 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 of AIG as a group—1,830,711group (24 individuals)4,144,313 * Corebridge Common Stock Owned Beneficially as of January 31, 2024 (ii) DSUs grantedNature of% 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 * each independent director with deliveryApprove Named Executive Officer Compensation
underlying AIG common stock deferred until such director ceases to be a member2023 compensation of the Board as follows: Cornwell—31,121 shares, Fitzpatrick—29,857 shares, Jurgensen—26,007 shares, Lynch—31,283 shares, Miller—31,283 shares, Mills—20,853 shares, Motamed—16,503 shares, Porrino—17,353 shares, Schioldager—11,988 shares, Steenland—31,283 shares and Vaughan—11,988 shares.our named executives.(2)Amount of equity securities shown excludes the following securities owned by or held in trust for members of the named individual’s immediate family as to which securities such individual has disclaimed beneficial ownership: Fitzpatrick—100 shares.(3)Less than .01 percent.2021 Proxy Statement45DelinquentThis 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 16(a) ReportsDelinquent Section 16(a) ReportsSection 16(a)14A of the Securities Exchange Act of 1934 (Exchange(the Exchange Act) requires directors, certain officers, and greater than ten percent holdersthe related rules of AIG common stock to file reports with respect to their ownership of AIG equity securities. Based solelythe SEC. This advisory vote is not binding on the reviewBoard or the Company. However, the CMRC will consider the outcome of the Forms 3, 4 and 5 and amendments thereto furnished to AIG and certain representations made to AIG, AIG believes thatvote when considering future executive compensation arrangements. We currently hold our say-on-pay votes on an annual basis, which is consistent with the only filing deficiency under Section 16(a) by our directors, officers and greater than ten percent holders during 2020 was a late filing by amendment toresults of the original Form 3 filed by Kevin T. Hogan in 2013 relating solely to the number of AIG warrants held directly by Mr. Hoganmost recent vote at the time he became an AIG executive officer.Relationships and Related-Party TransactionsRELATED-PARTY TRANSACTIONS APPROVAL POLICYThe Board2019 Annual Meeting on the frequency of AIG has adopted a related-party transactions approval policy. Under this written policy, any transaction between AIG or any of its subsidiaries and any director or executive officer, or their related persons that involves more than $120,000 and would be required to be disclosed in AIG’s Proxy Statement must be approved by the NCGC (or, in certain circumstances where it is impractical or undesirable to seek the approval of the full NCGC, by its Chair, acting on behalf of the full NCGC). In determining whether or not to approve a related-party transaction, the NCGC or its Chair, as applicable, considers:Whether the terms of the transaction are fair to AIG and on termsour say-on-pay vote. This practice will continue at least as favorable as would apply ifuntil the other party was not or did not have an affiliation with a director, executive officer or employeenext vote on the frequency of AIG;Whether there are demonstrable business reasons for AIG to enter into the transaction;Whether the transaction would impair the independence of a director; andWhether the transaction would present an improper conflict of interest for any director, executive officer or employee of AIG, taking into account the size of the transaction, the overall financial position of the director, executive officer or employee, the direct or indirect nature of the interest of the director, executive officer or employee in the transaction, the ongoing nature of any proposed relationship and any other factors the NCGC or its Chair, as applicable, deems relevant.AIG did not have any related-party transactions in 2020.46 2021 Proxy StatementOur Executive OfficersOur Executive OfficersEach of AIG’s executive officers is elected to a one-year term and servesfuture say-on-pay votes, which will occur at the pleasure of the Board. There are no arrangements or understandings between any executive officer and any other person pursuant to which the executive officer was elected to such position. Information concerning the executive officers of AIG as of the date hereof is set forth below.Name Title and Biographical Information Age Served
as
Officer
Since73 2017 54 2017 
64 2018 2021 Proxy Statement47Our Executive OfficersName Title and Biographical Information Age Served
as
Officer
Since
56 2015 
54 2017 
53 2020 48 2021 Proxy StatementOur Executive OfficersName Title and Biographical Information Age Served
as
Officer
Since
58 2013 
57 2019 
62 2020 2021 Proxy Statement49Our Executive OfficersName Title and Biographical Information Age Served
as
Officer
Since
62 2018 
58 2018 50 2021 Proxy StatementExecutive Compensation Letter from the Compensation and Management Resources CommitteeLETTER FROM THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEEremain committed to overseeingbelieve that our executive compensation programsprogram 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 attract, motivate, reward and incentivize highly qualified leaders, to working with management on initiatives and progress related to human capital management, including diversity, equity and inclusion and to taking into accountshareholders vote FOR the experience and feedback of our shareholders.Uponfollowing resolution:onsetshareholders of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020, we pivoted quickly and adapted our approach to executive compensation to address AIG’s changing priorities, while continuing to reinforce the importance of AIG’s in-flight transformation initiatives. The CMRC increased our meeting cadence in 2020, meeting nine times during the year, and deferred taking certain critical compensation-related actions, so that we could monitor the evolving crisis in real-time to ensure we made prudent, informed decisions in a challenging year.While the impact of the COVID-19 crisis on the global economy raised challenges for AIG and the price of our common stock of AIG Parent approve, on an advisory basis, the strong business fundamentals and substantial work done to de-risk the company’s balance sheet since 2017 leftcompensation of AIG well-positioned to navigate the crisis with remarkable strength and resiliency. In 2020, theParent’s named executives continued to work to strengthen AIG’s core businesses and leverage our financial position to strategically deploy our capital in alignment with three strategic priorities: liquidity, capital preservation and de-risking. The named executives also drove significant accomplishments across the company, including:Implemented a robust response to the COVID-19 crisis that provided critical support to our clients, policyholders, partners and communities and prioritized the health, safety and mental well-being of our employees.Took concrete actions to support our diverse employees and position AIGexecutive officers, as an ally with movements for racial equality following eventsdisclosed in the summer of 2020 that exposed the depth of racial injustice that continues to exist in the U.S. and around the world.Executed a thoughtful, well-coordinated succession plan, leading to Mr. Zaffino becoming President and Chief Executive Officer, Mr. Duperreault becoming Executive Chair and Mr. Steenland becoming Lead Independent Director, in each case effective March 1, 2021.Completed a comprehensive review of AIG’s composite structure, leading to the October 2020 announcement of AIG’s intention to separate its Life and Retirement business from AIG, which we hope will unlock value for our shareholders.The CMRC’s 2020 compensation decisions, which are outlined in detail in our Compensation Discussion and Analysis, that follows, balanced rewarding our named executives for their extraordinary leadership through the unprecedented COVID-19 crisis with taking into accountcompensation tables and in the experience of our shareholdersrelated narrative disclosures contained in a year of significant global market volatility.Looking ahead, the CMRC will continue to refine and evolve its compensation programs to ensure alignment with our transformation to become a leading insurance franchise and a top performing company.Compensation and Management Resources CommitteeAmerican International Group, Inc.W. Don Cornwell (Chair)Henry S. MillerLinda A. MillsThomas F. MotamedTherese M. Vaughan2021 Proxy Statement51Executive CompensationCOMPENSATION DISCUSSION AND ANALYSISOUR COMPENSATION DISCUSSION AND ANALYSIS AT A GLANCENamed Executives in 202052At a Glance AIG’s Journey | Aligning AIG’s Compensation Programs with our Transformation Journey | The Impact of the COVID-19 Crisis on ourOur Philosophy | Compensation Best Practices | Balanced Compensation Framework | Use2020 Target Direct Compensation | 2020 | 20202021Role of the CMRC | The Annual Process | 70 Named ExecutiveTitle as of December 31, 2020Brian DuperreaultChief Executive Officer(1)Mark D. Lyons
Chairman & Chief
Executive Officer
Executive Vice President and& ChiefPeter Zaffino
President and Global& Chief Operating Officer(2)Executive Officer,
Corebridge Financial, Inc.Douglas A. Dachille
Executive Vice President and& Chief InvestmentExecutive Officer, General InsuranceLucy Fato
Executive Vice President, General Counsel &Chief Digital Officer and Global Head of Communications and Government Affairs(3)(1)Mr. Duperreault became Executive Chair, effective March 1, 2021.(2)Mr. Zaffino was promoted to President and Chief Executive Officer, effective March 1, 2021.(3)Ms. Fato’s role was expanded to include Global Head of Communications and Government Affairs, effective September 10, 2020.52 2021 Proxy StatementBusiness OperationsExecutive CompensationCompensation Discussion and AnalysisAIG’s Journey•AIG demonstrated resiliency in 2020 made possible by work to strengthen fundamentals since late 2017•As the COVID-19 crisis spread, AIG pivoted to focus on liquidity, capital preservation and de-riskingBeginning in late 2017, AIG undertook significant foundational work under a committed new leadership team to instill a culture of underwriting excellence(1)Our former executive officers who are 2023 named executives are Shane Fitzsimons and adjustMark D. Lyons, our risk tolerances to minimize volatility. As a result of that work, AIG delivered improved financialformer Chief Financial Officer and TSR performance in 2019Interim Chief Financial Officer, respectively, and entered 2020 in a robust capital and liquidity position. As 2020 began, the leadership team turned their focus to further strengtheningLucy Fato, our balance sheet, unlocking shareholder value and pursuing strategic change through our multi-year operational transformation initiative, AIG 200.In the first quarter of 2020, the COVID-19 crisis manifested as an unprecedented catastrophe with uncertain severity and duration and had a significant effect on the global economy. Our strong business fundamentals and substantial work done to de-risk the company’s balance sheet left AIG well-positioned to navigate the crisis with remarkable strength and resiliency. Early on in the crisis, the Board and management identified three priority focus areas for AIG—liquidity, capital preservation and de-risking—aimed at protecting and strengthening our balance sheet to enable AIG to effectively manage through the COVID-19 crisis and its collateral effects.Focusing on liquidity and capital preservation provided financial flexibility to weather the volatility of the global capital markets and the ramifications of the COVID-19 crisis on our various lines of business.Focusing on de-risking enabled our operating companies to maintain their financial strength by reducing market risk exposures, optimizing reinsurance programs, accelerating remediation actions on unprofitable lines of business, divesting legacy liabilities and leveraging transformational initiatives to maximize short-term expense reductions.Early on in the crisis, the global markets suffered an extreme downturn and AIG’s stock price reflected this turmoil, erasing the emerging positive effects of our transformational efforts. However, we continued to work to strengthen our core businesses and leverage our financial position to strategically deploy our capital. Beyond AIG’s focus on maintaining balance sheet strength, AIG implemented a robust response to the COVID-19 crisis by providing critical support to our employees. AIG prioritized the health and safety of our employees by quickly and effectively transitioning 90 percent of our employees to remote work, providing a $500 grant to all employees globally in March 2020, establishing a pandemic loan program and providing employees with two additional paid holidays in April and October 2020 to help them focus on mental health and well-being. Additionally, following events in the summer of 2020 that exposed the depth of racial inequality that(2)Mr. Hogan continues to exist inbe an executive officer because Corebridge is the U.S. and around the world, AIG took concrete actions to support its diverse employees and position AIG as an ally with movementsholding company for racial equality.Over the course of 2020, we also undertook a comprehensive review of our composite structure as both a property and casualty company and a life and retirement company. We concluded that, over time, a separation of these two businesses could unlock value for our shareholders that could be greater than maintaining our current structure. As such, in October 2020, we announced our intent to separate the Life and Retirement business from AIG. Asand Life and Retirement remains a resilient AIG emerges from this period of uncertainty, we remain focused on our strong capital positionprincipal business unit and AIG 200, enabling the pursuit of longer-term strategies while delivering superior valueconsolidated segment. Mr. Hogan reports to our clients, distribution partners, shareholdersMr. Zaffino.other stakeholders.In October 2020, AIG also executed on a thoughtful, well-coordinated succession plan, announcing that Mr.Analysis would become, Chairman and Chief Executive OfficerDuperreault would becomeFitzsimons was serving as Executive ChairVice President and Chief Financial Officer. In January 2023, Mr. Steenland would become Lead Independent Director,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.each caseaddition 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.MarchJanuary 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, 2021. The Board is confident2023.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 
Target Short-Term Incentive Award ($) 
Business Performance Score (0-150%) Individual Performance Score (0-150%) 
Actual Short-Term Incentive Award ($) (up to 200%) Business Performance Scorecards Individual Performance Scorecards: Four Core Areas General Insurance Corebridge Corporate All awards are subject to an overall cap of 200% of target AIG has the right teamare marked with an asterisk are non-GAAP financial measures which are used as performance measures in our incentive compensation programs. We make adjustments to lead AIG through the next phaseU.S. GAAP financial measures for purposes of our journey.Please see “Executive Summary—2020 Highlights” beginning on page 2these metrics. See Appendix A for an overviewexplanation and/or a reconciliation of AIG’s key 2020 performance highlights.2021 Proxy Statement53Executive CompensationCompensation Discussion and AnalysisAligning AIG’s Programs with our Transformation JourneyAsDiscussion and Analysis 
continues its journey to become a leading insurance franchiseParent, and a top-performing company, the CMRC refines and evolves the compensation programs to ensure alignment. This was particularly true in 2020, as the COVID-19 crisis led the CMRC to approve changes to our compensation programs to ensure they reflected our strategic priorities in an uncertain operating environment and the effective alignment of pay and performance.
54 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisThe Impact of the COVID-19 Crisis on our Executive Compensation ProgramsThe onset of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation to address AIG’s changing priorities, while continuing to reinforce the importance of transformation initiatives. Per its usual timelines, target compensation levels were approved in the first months of the new year with incentive plan goals due to be approved in March. However, by March, uncertainties and growing concerns about the magnitude of the potential impact of the COVID-19 crisis led the CMRC to delay the finalization of the STI plan and PSU performance metrics, while proceeding with the grant25 percent each of stock options and RSUs granted by Corebridge.order2023 while continuing to project stability to the leadership teamdeliver exceptional operational and employee base. This bifurcated incentive issuance process provided AIG with time to better assess and forecast the potential impact of the COVID-19 crisis on AIG’s short-, medium- and long-term business strategies, and develop metrics that supported our most urgent corporate priorities. The CMRC revisited the STI plan and PSU design and metrics at four meetings between March and July. In May, the CMRC approved the performance metrics for our STI program, which were aligned with AIG’s three priority focus areas of liquidity, capital preservation and de-risking. The CMRC designed a disciplined discretion framework for the STI program, so that overall business performance and business unit performance would be measured by assessing quantifiable results against internal expectations in the context of the COVID-19 crisis. In July, as AIG and the CMRC had better insight into the broad range of potential long-term impacts of the COVID-19 crisis on our business, the CMRC approved metrics for the 2020 PSUs, incorporating Relative Tangible BVPS and relative TSR metrics, to mitigate the need to calibrate absolute long-term goals in the midst of continued uncertainty, and an absolute metric relating to AIG 200 Cumulative Run-rate Net GOE Savings*. While the operating environment remained uncertain, these areas of focus are integral to AIG’s long-term, sustainable growth and resiliency.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 Important aspects2020 executive compensation framework remained consistentportfolio of businesses for sustainable, profitable growth with the frameworkdivestitures of Validus Re. for 2019: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.•STI awards continued to be based on a combination of Business and Individual Performance Scores combined on a multiplicative basis, meaning if either element is zero, no STI award is earned;•The Individual Performance Score component of STI awards continued to assess performance under four pillars—Financial, Strategic, Operational and Organizational—which reflect various important initiatives for AIG including employee engagement, well-being, and diversity, equity and inclusion;•LTI awards continued to be granted in a combination of PSUs (50%), stock options (25%) and RSUs (25%);•2020 PSUs continued to be subject to performance measures combining financial, operational and TSR metrics; and•Performance requirements for the 2018 and 2019 PSUs granted to our named executives remained unchanged and the CMRC did not use discretion when adjudicating the performance of the 2018 PSU awards for our named executives.However, other aspects of our 2020 program and some of the underlying details changed to align with our priority focus areas within the context of an uncertain operating environment as a result of the COVID-19 crisis:•The Business Performance Score component of the 2020 STI plan was assessed on a company-wide basis rather than on a business unit basis, reflecting our enterprise-wide focus on liquidity, capital preservation and de-risking;•Business unit accountability was maintained, but through the Financial pillar of our Individual Performance Score assessment in the STI plan in 2020;•Overall business performance and business unit performance were assessed using a disciplined discretion framework that assessed quantifiable results against internal expectations with respect to AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis; and•The 2020 PSUs granted as part of our LTI awards were subject to new performance metrics: Relative Tangible BVPS* growth, AIG 200 Cumulative Run-rate Net GOE Savings* and TSR. Both BVPS and TSR will be measured on a relative basis, mitigating the need to calibrate long-term goals that might ultimately be too challenging or too easy to attain. The AIG 200 Cumulative Run-rate Net GOE Savings* goals were unchanged from those developed as part of AIG 200 when it was announced in 2019.2021 Proxy Statement55Executive CompensationCompensation Discussion and Analysis2020 Short-Term Incentive Plan
This approach means that:Financial performance is considered as partOur incentive plans reflect measures of both the business performance assessment on a company-wide basis,success directly aligned to our strategic priorities and the individual performance assessment as it pertains to each named executive’s area of accountability;No payout is earned if the Business Performance Score is zero (even if the Individual Performance Score is greater than zero); andIndividual Performance Score cannot account for more than one-third of the total amount earned.2020 Performance Share Units
*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.56 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisThe CMRC believes that these changes collectively resulted in an executive compensation framework for 2020 that appropriately balanced a performance orientation and pay for performance mindsetalignment with the uncertainty that dominated the year, requiring agility from our leaders.Additional information on the programs in place for 2020 can be found under “—2020 Compensation Decisions and Outcomes,” beginning on page 66.Overview of 2020 Compensation Program and DecisionsOur executive compensation program is designed to incentivize and reward performance that supports long-term, sustained value creation, while taking into account the experience of our shareholders. This is achieved through a balanced pay mix that is weighted towards at-risk pay, featuring variable and performance-based pay and a combination of STI and LTIThese achievements, combined with individual performance, metrics that focus on insurance profitability and operational excellence.The table below summarizes our 2020 compensation program and decisions for each named executive. Ms. Fato was the only named executivecontributed to receive an individual modifier to her target LTI award for 2020. In granting this individual modifier of 125 percent, the CMRC recognized the additional responsibilities she assumed in October 2018 as Interim Head of Human Resources pending the arrival of Karen Ling in July 2019 and was in recognition of her positive performance in that role, including leading the search process that led to the hiring of Ms. Ling.2020 Compensation Component Duperreault Lyons Zaffino Dachille Fato(1) Target compensation, informed by market practices in our peer group Base Salary $ 1,600,000 $ 1,000,000 $ 1,400,000 $ 1,250,000 $ 1,000,000 Target STI $ 4,500,000 $ 1,900,000 $ 3,000,000 $ 2,500,000 $ 1,900,000 Target LTI $ 12,900,000 $ 3,300,000 $ 8,600,000 $ 4,250,000 $ 3,300,000 Target Direct Compensation $ 19,000,000 $ 6,200,000 $ 13,000,000 $ 8,000,000 $ 6,200,000 Compensation decisions, informed by target compensation and business and individual performance 2020 STI Percent of Target Earned
(Business Performance Score x Individual Score)(2) 100%(3 ) 161% 150% 132% 151% Business Performance Score 107.5% 107.5% 107.5% 107.5% 107.5% Business Performance Score, as adjusted 100%(3 ) — 100%(4 ) — — Individual Score 140%(3 ) 150% 150% 123% 140% 2020 Actual STI Award $ 4,500,000(3 ) $ 3,059,000 $ 4,500,000 $ 3,300,000 $ 2,869,000 2020 LTI Individual Modifier — — — — 125% 2020 Target LTI Grant 12,900,000 3,300,000 8,600,000 4,250,000 3,950,000 (1)In September 2020, the CMRC approved an increase to Ms. Fato’s target compensation in recognition of her expanded role and responsibilities. Ms. Fato’s base salary increased to $1,000,000, her target STI opportunity increased to $1,900,000 and her target LTI opportunity increased to $3,300,000. The LTI Individual Modifier of 125% was applied to her pre-adjustment target LTI value of $2,600,000.(2)See the “—2020 Compensation Decisions and Outcomes—2020 Short-Term Incentive Awards” for detailed explanation of the underlying performance considered in assessing the Business and Individual Performance Scores.(3)In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that (i) the Business Performance Score applied to Mr. Duperreault’s 2020 STI award should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Individual Performance Score of 140%.(4)The CMRC and Mr. Zaffino agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.As discussed below, the 2018-2020 PSUs wereshort-term incentives being earned at 91an average of 170 percent of target for our current named executives and 2021 PSUs being earned at 200 percent of target.Annual target compensation for current named executives, informed by market practices in our peer group 2023 Annual Compensation Component Zaffino 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 McElroy Wade 2023 Actual STI Payment $9,000,000 $2,850,000 $3,250,000 $4,250,000 $3,350,000 200 % 168 % 144 % 170 % 168 % 2023 Actual LTI Grant $14,000,000 $2,400,000 $4,000,000 $4,000,000 $1,500,000 no adjustments madeher appointment to the metrics, goals or outcome for our named executives givenrole 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 long-term naturefull 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 the program.Additional information on individual pay decisions can be found under “—2020$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,” beginningOutcomes—2023 Long-Term Incentive Awards" for details on page 66.2021 Proxy Statement57Executive CompensationCompensation Discussion and AnalysisAlignment(2)In 2023, Mr. Hogan's long-term incentive award consisted of Pay with Shareholder Experience•92% of target pay to our Chief Executive Officer is variable or “at-risk”•22% of target: realized value of performance-based equity awards made to Chief Executive Officer through 2019Our executive compensation program aligns pay with performance, as demonstrated through a compensation framework where 9250 percent PSUs granted by AIG, and 25 percent each of our Chief Executive Officer’s annual targetstock options and RSUs granted by Corebridge. Amounts above reflect the combined total direct compensation is variable or “at-risk.” We also seek to align pay with shareholder experience by employing metrics and vehicles that provide exposure to stock price movements, and that reward both in-year delivered performance and leading performance indicators critical to long-term success. In 2019, the success of the foundational work undertaken since 2017 was evident in both our financial results and our returns to stockholders, with TSR outperforming the S&P 500 and the median S&P 500 insurance company. Early in 2020, at the beginning of the COVID-19 crisis, the global markets suffered a downturn and AIG’s stock price reflected this turmoil, erasing the emerging positive effects of our transformational efforts. Given the performance-based structure of our executive compensation program, this stock performance has impacted equity payouts and realized equity value for our executives, commensurate with returns to our shareholders.The alignment of pay for performance with the experience of our shareholders is further evidenced through the outcomes earned under our incentive programs over the last four years. In two of the three most recent vesting cycles of PSUs, the earned payout factor was 0 percent. The 2018-2020 PSUs were earned at 91 percent of target, reflecting positive outcomes for two of the three performance metrics as a result of the improved operational performance under our new leadership team. value.20202023 Compensation Decisions and Outcomes—Assessment2023 Short-Term Incentive Awards” for a detailed explanation of 2018 Performance Share Units.”As we continue to improve operational performance to drive transformative growth that will unlock value for our shareholders, realized pay remains low relative to target. This reflects that, while there are improvements in ourthe underlying performance it has not yet translated into meaningful returns to our shareholders, with most stock optionconsidered in assessing the Business and Individual Performance Scores. All awards underwater. If the leadership team is successful in steering AIG through the COVID-19 crisis, executing the separationare capped at a maximum of Life and Retirement from AIG and delivering on AIG 200 these actions should result in share price appreciation for our shareholders, and the pay realized by our named executives should also improve.PRE-2020 LONG-TERM INCENTIVE PAY FOR PERFORMANCEVALUE OF 2016-2019 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS)AS OF DECEMBER 31, 2020*
Value as of December 31, 2020*Represents value of all performance-based LTI awards (i.e., PSUs and stock options) granted between 2016 and 2019 as a percentage of target value at grant as of December 31, 2020performance levels (as applied toa set of foundational principles that guide how we structure our PSUs)compensation programs for our global workforce and our stock price. 2019 PSUs assume target performance. Stock option value based on intrinsic value. Messrs. Duperreault and Zaffino and Ms. Fato joined AIG in 2017 and accordingly received no 2016 LTI awards. Mr. Lyons joined AIG in 2018 and accordingly received no 2016 or 2017 LTI awards. Amounts for Messrs. Duperreault, Lyons and Zaffino include new hire stock options that were granted when they joined AIG.58 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisSpecial AwardsThe CMRC is committed to identifying, attracting, motivating, rewarding and retaining highly qualified leaders who drive AIG’s long-term success. These goals were particularly important to the CMRC in 2020, where the strength and performance of our senior leaders made them attractive targets in a competitive market for talent with turnaround experience.The CMRC examined the role of our leadership team in our strategic priority areas and assessed the extraordinary efforts of certain named executives assuming new roles and responsibilities. In recognition of their demonstrated performance, the CMRC approved one-time RSU awards for Messrs. Zaffino and Lyons and Ms. Fato having target values of $10 million, $3 million and $1 million, respectively.In each case, the vesting schedule for the award was aligned with the role of the named executive and the size of the named executive’s award, with Mr. Zaffino’s special award vesting in equal thirds on the third, fourth and fifth anniversaries of the grant date. Further details regarding these awards can be found under “—2020 Compensation Decisions and Outcomes—Special Awards” below.2021 Proxy Statement59Executive CompensationCompensation Discussion and AnalysisENGAGEMENT WITH SHAREHOLDERS ON EXECUTIVE COMPENSATION TOPICS•Year-round, proactive engagement•34 meetings with shareholders representing over 50% of shares outstanding•93.9% of votes cast in favor of say-on-pay in 2020The CMRC views shareholder feedback as an important input into its decisions on executive compensation. AIG has developed a robust shareholder engagement program that ensures an active, year-round, open dialogue with shareholders on various topics. In 2020 we reached out to 57 of our top shareholders and other key stakeholders representing over 79 percent of our shares outstanding with invitations to meet with our management and/or directors. We held 34 meetings with shareholders representing over 50 percent of our shares outstanding.At our 2020 shareholder meeting, 93.9 percent of votes were cast in favor of our say-on-pay resolution. This reinforced the positive feedback we received during our 2019 engagement for the responsive changes made to our programs and support for the executive leadership team.how we reach decisions. Our engagement in 2020 provided additional insights that were incorporated into the CMRC’s decision-making process this year.Discussions on the topic of executive compensation during our 2020 engagement meetings primarily focused on the potential impact of the COVID-19 crisis on compensation design and outcomes and on AIG’s employees. Our shareholders acknowledged the unique challenges the macro operating environment presented, and they provided directional input reflective of the broader market sentiment which the CMRC had been monitoring. In particular, our shareholders anticipated that a more discretionary approach would be required in the STI plan to address the difficulties in setting appropriate performance goals tied to changing priorities, and they strongly advised against changes to unvested LTI awards. This feedback was underpinned by a continuing ask for pay that aligns with the shareholder experience and that disclosure regarding the eventual decisions made by the CMRC be clear and transparent.Executive Compensation Themes DiscussedAIG’s Response to Shareholder FeedbackMany shareholders anticipated that a more discretionary approach would be required in the STI plan as a result of the COVID-19 crisis and expressed a desire for clear disclosures around the CMRC’s decision-making• Modified the STI plan approach and metrics, using disciplined discretion to assess performance and determine STI awards• Continued commitment to clear and transparent disclosure regarding the application of judgment and discretion in assessing performance outcomesShareholders desired fewer changes to LTI programs as a result of the COVID-19 crisis and stressed the need to continue to align long-term awards with the shareholder experience• Delayed grant of 2020 PSUs to enable informed review of performance metrics and goal setting following more clarity as to the possible impacts of the COVID-19 crisis on AIG’s long-term strategic priorities• Core 2020 PSU goals based on areas of focus integral to AIG’s long-term, sustainable growth• Continued use of a three-year relative TSR metric to provide a direct tie to the shareholder experienceShareholders strongly advised against changes to unvested in-flight LTI award metrics• Made no changes to any aspect of the 2018 or 2019 PSUs for the named executivesThe Board and CMRC remain committed to an ongoing dialogue with shareholders and view these discussions and feedback as important input into the oversight and design of AIG’s executive compensation programs. Additional information on our year-round shareholder engagement program can be found under “Year-Round Shareholder Engagement” beginning on page 41.60 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisOur Philosophy•Long-term oriented•Strategically aligned•Risk-balanced•Talent attractingOur compensation philosophy is based on a set of foundational principles that guide both how we structure our compensation program and how we reach compensation decisions. It is intended to be long-term oriented and risk-balanced, enabling us to deploy the best talent across our company for our various business needs. In the face of a global pandemic, these principles continued to be relevant and provided a strong grounding for our decision-making.Consistent with this philosophy, the CMRC evaluates and adjusts the programs annually, balancing our strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to meet their intended purpose.PrincipleComponentHow We Apply ItWe attract and retain the best talentOffer market-competitivecompensation opportunities to attract and retain the best talent to address our varied business needs.Principle Component How We Apply It to our Named Executives We retain and attract the best talent for our various business needsü for talent peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talentWe pay for performance üat-risküat risk AIG performance, business performance and individual contributionsüObjectiveused, which are clearly disclosedüCompensation providesusedand downside potential for superior and under performance, as well as significant downside in the event of under-performanceWe align interests with our shareholders all AIG employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for shareholders their compensation is provided in equitylong-termlong-term performanceüdelivered inis typically equity-based vehiclesüüNamed executives subject to riskclawback policy,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-hedginganti-hedging and pledging policiesü2021 Proxy Statement61Executive CompensationCompensation DiscussionAnalysisrewardAIG is
What We Do: 
What We Avoid: üüat-risk,at-risk, performance-based payüstrategyüshort-term and long-üüüour incentive plansü applicable to our named executives a robust clawback policyüpolicies with protections both in compliance with and beyond those required by the NYSEücompensation risk assessmentüreview of incentive plansûûû or stock appreciation rightsû100%100 percent of fair market valueûlong-term incentivecorresponding LTI awards vestshortshort-term and long-term performance and business unit and enterprise-wide contributions. We provide three elements of annual totaltarget direct compensation: base salary, an STI award and an LTI award in the form of PSUs, stock options and RSUs.award. Our annual target total 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.62 2021 Proxy StatementExecutive CompensationCompensation Discussion and Analysis
2021 Proxy Statement63Executive CompensationCompensation Discussion and AnalysisUse of Market Data•Four peer groups•Reflect competitors for talent, business and investors•Aligns peer group with intended purposeWe use data for our relevant peer groups to support the key principles of our compensation philosophy, including attracting and retaining the best talent and paying for performance.AIG used four peer groups for executive compensation in 2020: one to inform compensation levels and design, and three for measuring relative performance in our LTI program. Each serves a distinct purpose to enhance relevance of the data being considered.
Compensation Peer Group ReviewIn late 2019, the CMRC conducted a review of the compensation peer group with the support of its independent adviser. Six guiding principles were established to inform peer selection:
64 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisFollowing this analysis, the CMRC approved the following peer group for 2020 compensation decisions:
Those companies removed from the peer group did not sufficiently meet the established guiding principles or were no longer standalone listed companies. We believe the new 2020 group comprises companies our shareholders will consider relevant in assessing AIG’s executive compensation. At the time of assessment, AIG ranked at the 58th percentile on total assets, 38th percentile on market cap, the 57th percentile on revenue and the 36th percentile on headcount among our 2020 compensation peer group.Long-Term Incentive Peer GroupsThe remaining three peer groups are used for the purpose of assessing relative performance under our LTI program. Beginning in 2019, relative TSR was added as an element of the performance metrics applied to PSUs. For the 2020 PSUs, we also changed the previously used BVPS metric to be measured on a relative basis, to mitigate the challenges of setting long-term goals in the current operating environment. To enhance the alignment of payouts with performance, separate peer groups, each consisting of seven companies, were developed for General Insurance and Life and Retirement, with performance for each peer group assessed separately and combined on a weighted basis. This reflects the different BVPS expectations for each business unit both within AIG and observed in the market. The constituent companies of each peer group are longstanding competitor reference points for each business. In assessing relative TSR performance, these two groups of seven companies are then combined with five other composite insurance companies into a single reference group of 19 companies.2021 Proxy Statement65Executive CompensationCompensation Discussion and Analysis
For more information on the definitions and operation of these metrics, see “—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.”2020 COMPENSATION DECISIONS AND OUTCOMES2020 Target Direct CompensationDuring the first quarter of 2020, the CMRC established target compensation for our named executives, comprising base salary, a target STI opportunity and a target LTI opportunity.2020 Compensation Component Duperreault Lyons Zaffino Dachille Fato(1) Base Salary $ 1,600,000 $ 1,000,000 $ 1,400,000 $ 1,250,000 $ 1,000,000 Target STI $ 4,500,000 $ 1,900,000 $ 3,000,000 $ 2,500,000 $ 1,900,000 Target LTI $ 12,900,000 $ 3,300,000 $ 8,600,000 $ 4,250,000 $ 3,300,000 Target Direct Compensation $ 19,000,000 $ 6,200,000 $ 13,000,000 $ 8,000,000 $ 6,200,000 (1)In September 2020, the CMRC approved an increase to Ms. Fato’s target compensation in recognitionher expanded role and responsibilities. Ms. Fato’s base salary increased from $900,000 to $1,000,000; her target STI opportunity increased from $1,750,000 to $1,900,000 and her target LTI opportunity increased from $2,600,000 to $3,300,000.Actual STI awards vary from target based on a combination of business and individual scorecard outcomes. Similarly, LTI award grants can vary from target based on the CMRC’s assessment of a range of factors, including prior-year performance and contributions, consideration of the complexity of expected contributions and the desire to enhance retention and/or provide incremental incentive for future success over the three-year performance period. Only Ms. Fato received an individual modifier to her 2020 LTI award grant. See “—2020 Long-Term Incentive Awards.” Further information on the design and outcomes in relation to each of these elements of compensation is described below.66 2021 Proxy StatementExecutive Compensation Compensation Discussion and Analysis2020 Base SalaryAt a Glance:• Fixed cash compensation• Represents approximately 8%-16% of aeach current named executive’s annual target direct compensation• Effective in March is at risk based on performance and subject to our clawback policies.2023 Compensation Program 2021 LTI Program Relative Tangible Book Value Per Share Peer Group Relative TSR Peer Group for 2023 LTI Program 
Management Compensation and Management Resources Committee Board of Directors At a Glance: onupon a change in role, wherewhen appropriatethe named executiveexecutives for the responsibilities of his or her position,their respective positions and achieve an appropriate balance of fixed and variable pay and provide the executive with sufficient liquidity to discourage excessive risk-taking.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, scope, experience, skillset, performanceskillsets and salaries for comparable positions within the Compensation Peer Group, as well as internal parity among AIG’s executive officers. The following salaries were approved for 2020.Named Executive 2019 Base Salary 2020 Base Salary Percent Increase Brian Duperreault $1,600,000 $1,600,000 0% Mark D. Lyons $1,000,000 $1,000,000 0% Peter Zaffino $1,400,000 $1,400,000 0% Douglas A. Dachille $1,250,000 $1,250,000 0% Lucy Fato $ 900,000 $1,000,000 11.1% Mr. Duperreault hasCurrent Named Executives 2022 Year-End Base Salary 2023 Year-End Base Salary Percent Change Peter Zaffino $1,500,000 $1,500,000 — % $— $1,000,000 — % Kevin T. Hogan $1,250,000 $1,250,000 — % David McElroy $1,000,000 $1,000,000 — % $— $1,000,000 — % received a base salary increase since his appointment in 2017. Ms. Fato was the only named executive receivingin 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.base salary increasenamed executive in 2020. The CMRC approved the increase to Ms. Fato’s base salary effective September 2020 to reflect the expansion of her role2022.responsibilities to include Global CommunicationsAnalysis 2023 Compensation Decisions and Government Affairs.2021 Proxy Statement67Executive Compensation Compensation Discussion and Analysis20202023 Short-Term Incentive AwardsAt a Glance: • Modified design for 2020 to enhance relevance duringperiodcombination of uncertainty• 2020 payouts ranged from 100% to 161% of target reflecting:○ The CMRC’s approval of an AIGquantitative business and individual performanceof 107.5% applied(0 percent to the STI decisions for Messrs. Lyons and Dachille and Ms. Fato, reflecting AIG’s significant achievements on our strategic financial priorities against the backdrop of unprecedented market volatility and challenges resulting from the COVID-19 crisis.○ The CMRC’s recognition of significant individual accomplishments by each of the named executives in each of the four strategic pillars—Financial, Strategic, Operational and Organizational.○ A determination by the CMRC and Mr. Duperreault that, in light of AIG’s TSR relative to compensation peers in 2020, (i) the Business Performance Score applied to the 2020 STI decision for Mr. Duperreault should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Individual Performance Score of 140%.○ An agreement by the CMRC and Mr. Zaffino to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.What’s Unchanged for 2020:• Payouts based on combination of business and individual performance• Earned awards equal the Business Performance Score (0% to 150%)150 percent), multiplied by the Individual Performance Score (0%(0 percent to 150%)•150 percent), and payout is subject to an overall cap of 200 percent of targetcontinue to beare based on performance in four core areas (Financial, Strategic, Operational and Organizational)• Payouts capped at 200%• Subject to clawbackChanges for 2020:• Guiding principle of rewarding for a strong capital position that allows AIG2023:pursue longer-term strategies that unlock shareholder value• Business Performance Score in 2020 based on company-wide performance in three strategic priority areas of de-risking, liquidity and capital preservation• Business performance was measured using a disciplined discretion framework that assessed quantifiable results against internal expectationsalign with respect2023 business prioritiesAIG’s capital and liquidity position and risk profileGeneral Insurance scorecard with scorecard weightings rebalancedcontext ofCorebridge scorecardCOVID-19 crisis• Financial pillar of the individual assessment included assessment of supporting quantitative financial metrics for the business unit relevant to each named executive• Mr. Duperreault’s and Mr. Lyons’ 2020 target opportunities increased to address market alignment shortfalls; Ms. Fato’s target opportunity increased in September 2020 in recognition of the expansion of her duties and responsibilitiesAIG’s business objectives and strategies and to reward for performance delivered during the year. In 2020 the CMRC determined it was appropriateSTI awards consist of an annual cash target, subject to depart from the design established last year, which was based onresults achieved against quantitative business unit and corporate metrics and an Individual Performance Scorecard. The COVID-19 crisis presented unparalleled uncertainty and resulted in a global economic crisis. Due to the significant work done since 2017 to improve the fundamentals of our businesses and substantially de-risk the company’s balance sheet, AIG was in a strong position entering 2020. The CMRC designed the 2020 STI program to reward for a strong capital position emerging from the COVID-19 crisis with which to68 2021 Proxy StatementExecutive Compensation Compensation Discussion and Analysispursue longer-term strategies that unlock shareholder value, including the announcement of the planned separation of AIG’s Life and Retirement business from AIG.The fundamental structure of the STI program is unchanged from 2019: Business and Individual Performance Scores are combined on a multiplicative basis.individual performance scorecard. This combination provides an opportunity to incentivizeof business and rewardindividual performance is consistent with our desire for both leading and lagging indicators of performance with a focus on guiding the organization towards balancing profitability, growth and risk. The payout profile for the 2020 STI Plan is also unchanged, with 50 percent of target payable for threshold performance and 150 percent of target payable for maximum performance in each area. Awards are subject to an overall cap of 200 percent of target. The CMRC applied judgment under the disciplined discretion framework of the 2020 STI plan to determine whether performance constituted ‘threshold’, ‘target’, ‘maximum’, or some other level of performance. For performance deemed to fall below threshold no STI awards would be earned.
Target Short-Term Incentive Award ($) *We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.This approach means that:·Financial performance is considered as part of both the business performance assessment on a company-wide basis, and the individual performance assessment as it pertains to each named executive’s area of accountability;·No payout is earned if the is zero (even if the (0-150%) is greater than zero); and (0-150%)Actual Short-Term Incentive Award ($) (up to 200%) Business Performance Scorecards ·Score cannot account for more than one-third of the total amount earned.2021 Proxy Statement69Executive Compensation Compensation Discussion and AnalysisGeneral Insurance Corebridge Corporate All awards are subject to an overall cap of 200% of target ScorecardFor 2020,ScorecardsBusiness Performance Scorecard pivoted fromdifferent business units and compatible with effective risk management so as not to incentivize excessive risk taking.Performance Below Threshold Threshold Target Stretch Maximum or Above Payout (% of target) 0 % 50% 100% 125% 150% Performance Metric Threshold
(50%)Target
(100%)Stretch
(125%)Maximum
(150%)% Achieved Weighting % Achieved
(Weighted)Total weighted performance for General Insurance (80%) and Corebridge (20%); see scorecards below N/A 147 % 40 % 59 % $4.87 $5.00 $5.50 $6.00 $6.49 150 % 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 $738M 131 % 10 % 13 % Corporate Quantitative Performance Score: 147 % metricsas follows: (80 percent x 150 percent) + (20 percent x 139 percent) = 147 percent. Detailed business unit scorecards are set forth below.Performance Metric Threshold
(50%)Stretch
(125%)Maximum
(150%)% Achieved Weighting % 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 % $4.87 $5.00 $5.50 $6.00 $6.51 150 % 30 % 45 % General Insurance Quantitative Performance Score: 150 % an assessmentCorebridge's impact on AIG's earnings per share.company-wideincremental STI funding incurred for achieving performance given the uncertainty posed by the COVID-19 crisis. In May 2020, the CMRC established a program to focusmetrics.Performance Metric Threshold
(50%)Target
(100%)Stretch
(125%)Weighting 8 % 10 % 11 % 12 % 12.0 % 149 % 40 % 59.6 % Corebridge GOE* $1.82B $1.77B $1.72B $1.67B $1.74B 116 % 30 % 34.8 % $2.75 $3.50 $4.00 $4.25 $4.41 150 % 30 % 45 % Corebridge Quantitative Performance Score: 139 % three priority areasfixed maturity securities, removed impact of strategic significance: liquidity, capital preservationannual actuarial update and de-risking. Within each area, potential actions were identifiedlitigation matters, adjusted for management to pursue, although the CMRC purposefully did not establish formal objectives. This deference incentivized management to adopt an agile mindsetimpact of macroeconomic environment on non-operating items (Foreign Exchange gains (losses), embedded derivative gains (losses) and changes in navigating the uncertain environment with a fundamental focusfair value for market risk benefits), (better) / worse than expected return on maintaining the financial strengthbusiness transactions.the holding and operating companies. In the first quarter of 2021, the CMRC assessedincremental STI funding incurred for achieving performance in each of these three areas as summarized below.Strategic Priority AreaAchievementsLiquidity•Liability Management:Implemented measures to actively increase liquidity in the face of the COVID-19 crisis, uncertain government policies and capital market conditions, including a $4.1 billion senior debt offering•Parent Liquidity:Maintained a strong liquidity position that exceeded all defined limitsCapital Preservation•Operating Company Capital:All Material Tier 1 and Tier 2 Entities were operating at or above their operating ranges at year-end•General Insurance Capital Position:General Insurance Companies RBC* ratio of 460%—well above the target operating range; implemented letters of credit to maximize AIG UK and Validus Re’s Tier 2 capital•Life and Retirement Capital Position:Life and Retirement Companies RBC* ratio 433%—well above the operating range; net credit losses were $460 million and net asset downgrades were approximately $700 million of lower excess capital as a resultDe-risking•Fortitude Holdings:The sale of Fortitude Holdings in June 2020 significantly de-risked AIG’s balance sheet and generated $2.2 billion in net proceeds•Private Client Group (PCG):Significantly de-risked the PCG portfolio through a number of significant actions, including the launch of Syndicate 2019, a partnership with Lloyd’s•Investments: Capitalized on improved market liquidity to make select reductions in risk positions in several sectors*RBC is a formula designed to measure the adequacy of an insurer’s statutory surplus compared to the risks inherent to the business. The inclusion of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.The CMRC reviewed AIG’s significant achievements on these strategic priorities against the backdrop of unprecedented market volatility and challenges resulting from the COVID-19 crisis and approved a 2020 Business Performance Score of 107.5 percent, which was applied to the STI decisions for Messrs. Lyons and Dachille and Ms. Fato.Notwithstanding the general 2020 Business Performance Score of 107.5 percent, in light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that the Business Performance Score applied to the 2020 STI decision for Mr. Duperreault should be 100 percent. The CMRC and Mr. Zaffino also agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5 to 100 percent.70 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisScorecardmaintain AIG’s capital strength and position AIGcontinue to set us up for future growth,success, the CMRC retainedalso assesses an individual performance assessment as partscorecard for each named executive. Objectives are structured to reward actions under four core areas: Financial, Strategic, Operational and Organizational.STI award determinationbusiness objectives and responsibilities. Our named executives distinguished themselves in 2020. The Individual Performance Score is2023 by taking on ambitious objectives and executing on multiple, highly complex strategic initiatives under challenging conditions, including ongoing complexity in addition to the Business Performance Scoreinsurance industry, volatile market conditions and is based on an assessmentgeneral economic uncertainty. For a summary of theirthe goals and related achievements the CMRC considered when determining each named executive’s individual performance in four pillars (Financial, Strategic, Operational and Organizational) for the areas for which they are accountable.
The CMRC tailored specific areas of focus for each named executive to maximize the alignment of pay with their individual performance. As described above, in 2020 the CMRC pivoted to a company-wide performance assessment in determining the Business Performance Score.To ensure a level of accountability for financial performance at the business unit level was maintained, the Financial pillar portion of the Individual Performance Score in 2020 was based on an assessment of the relevant business financial metrics applicable to the individual’s area of responsibility. These metrics were set based on a thoughtful and deliberate process (See “—Compensation Governance—The Annual Process”). While formal targets were not assigned, the CMRC and Board communicated general expectations for business performance in each area and in the first quarter of 2021 assessed actual performance in the context of those expectations. The financial metrics that each named executive is subject to reflects the scope of responsibility for his or her respective role:Headquarters performance was considered for Mr. Duperreault, Mr. Lyons, Mr. Zaffino (in combination with General Insurance), and Ms. Fato;General Insurance performance was considered for Mr. Zaffino (in combination with Headquarters); andInvestments performance was considered for Mr. Dachille.The Life and Retirement scorecard is included in the table below because it is an indirect component of the Headquarters performance assessment. While the final score for Headquarters and General Insurance2023, see page 54.same numerical outcomefollowing STI awards for our named executives:Current Named Executives 2023 Target Short-Term
Incentive
($)Business
Performance
Scorecard ResultIndividual
Performance
Scorecard ResultActual Percent of STI Target 2023 Actual
Short-Term
Incentive Award
($)4,500,000 147 % 150 % 200 % 9,000,000 Sabra R. Purtill 1,700,000 147 % 114 % 168 % 2,850,000 Kevin T. Hogan 2,250,000 139 % 104 % 144 % 3,250,000 David McElroy 2,500,000 150 % 113 % 170 % 4,250,000 Claude Wade 2,000,000 147 % 114 % 168 % 3,350,000 900,000 147 % 136 % 200 % 1,800,000 1,900,000 147 % 100 % 147 % 2,800,000 the Business Performance Score, thereof September 1, 2023, Ms. Fato is no direct correlationentitled to receive an annual STI award based on her target STI opportunity in effect for this outcome.2023, without proration, based on achievement of performance objectives. For a description of Ms. Fato's Transition Agreement and any additional payments she is entitled to receive thereunder, see "2023 Executive Compensation—Potential Payments on Termination—Fato Transition Agreement."2021 Proxy StatementPillar and Goal Overview 71Executive Compensation Compensation Discussion and AnalysisAchievementsBusinessPerformance Metric2020 ActualAssessment*HeadquartersDirect GOE for full year(1)$1,447 millionTargetDuperreault, Lyons, Zaffino,AIG 200 Cumulative Run-rate Net GOE Savings(1)~$400 millionAbove TargetFatoWeighted Average ofInvestments and Life and Retirement PerformanceN/AAbove targetHeadquarters Performance Assessment vs. Expectations107.5%General InsuranceAccidentyear-over-year Calendar Year Combined Ratio As Adjusted(1)94.1%Above Targetby 130 basis points to 90.6 percent; improved General Insurance AYCR, as adjusted* by 100 basis points to 87.7 percent Zaffino; indirect componentUnderwriting Capital—RBC(2)460%Above targetof HeadquartersPillar and Goal Overview Underwriting Capital—Liquidity to Parent$1,318 millionTargetAchievements General Insurance Performance Assessment vs. Expectations107.5%InvestmentsPerformance relative to Benchmark+31 bpsAbove targetDachille; indirect componentDirect GOE for full year(1)$386 millionAbove targetHeadquartersthe futureInvestments Performance Assessment vs. Expectations115.0%LifeRetirementNormalized Return on Adjusted Segment Common Equity(1)13.6%TargetIndirect componentintegrity in line with AIG's Purpose & Values to promote alignment, collaboration, transparency and improved decision-making through robust engagement with global AIG employeesGOE (Net)(1)$1,513 millionBelow targetHeadquartersCapital—RBC(2)433%Above targetCapital—Liquidity key personnel to Parent$2,296 millionAbove targetLife and Retirement Performance Assessment vs. Expectations102.5%*Above Target (101%-150% payout); Target (100% payout); Threshold (50%-99% payout); Below Threshold (0% payout).(1)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.(2)RBC is a formula designed to measure the adequacy of an insurer’s statutory surplus compared to the risks inherent to the business. The inclusion of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.The following tables summarize the 2020 objectives and describe the achievements considered by the CMRC in assessing each named executive’s performance.72 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisBrian Duperreault | Chief Executive OfficerArea and PurposeAchievementsFinancialPosition AIG for long-term, profitable growth• AIG delivered strong results in key performance areas for 2020, including:○ Accident Year Combined Ratio, As Adjusted* of 94.1%○ Life and Retirement Normalized Return on Adjusted Segment Common Equity* of 13.6%• Final score was determined with reference to the Headquarters performance assessment detailed above• Assessed above target—107.5%StrategicSuccessfully execute key business initiatives, build AIG’s brand as a leading global insurance company and ensure robust succession plans for critical roles• AIG conducted and invested in building a strategic reviewcohesive, collaborative and high performing group of its portfolioour most impactful leaderspotential levers for unlocking shareholder value while positioning the enterprise for growth that resulted in the October 2020 announcement of the intent to separate the Life and Retirement business from AIG• AIG completed the sale of a majority interest in Fortitude Holdings, a de-risking priority• Partnered withexternal hires, built the AIG Board to implement a thoughtful, well-coordinated Chief Executive Officer succession process, resulting in Mr. Zaffino being named asLeadership Team for the incoming Chief Executive Officer effective March 1, 2021OperationalLead effective COVID-19 response with a focus on employee safety, drive risk management improvements• In connection with the COVID-19 crisis, AIG expended significant efforts to support employees following rapid decision to shut down offices and stand-up robust remote working for over 40,000 employees; provided a $500 grant to all employees for unforeseen expenses; created a pandemic loan program; and developed a comprehensive Wellness at AIG program• AIG continued to drive focus on risk-based decision-making and mindset and advanced risk management and governance frameworks to address emerging risksOrganizationalFoster a rewarding and inclusive culture with a focus on talent development, diversity, equity and inclusion, and employee well-being related to the COVID-19 crisis• Launched an Executive Diversity Council focused on culture of inclusion and belonging, engaging 17,000 employees in Courageous Conversations and implementing a variety of employee suggested programs and initiativesBrian Duperreault Individual Performance Score: 140%*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.2021 Proxy Statement73Executive Compensation Compensation Discussion and AnalysisBased on these accomplishments, the CMRC determined that Mr. Duperreault exceeded expectations with strong AIG financial performance in light of the unprecedented COVID-19 crisis and his efforts in executing a well-coordinated Chief Executive Officer succession process which culminated in the October 2020 announcement of Mr. Zaffino as the next Chief Executive Officer of AIG, effective March 1, 2021. As a result, the CMRC recommended, and the Board approved, an Individual Performance Score for Mr. Duperreault of 140 percent. In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that the Business Performance Score applied to the 2020 STI decision for Mr. Duperreault should be 100 percent. When combined, these scores resulted in a calculated STI award to Mr. Duperreault of $6,300,000, representing 140 percent of target. However, given AIG’s stock price performance, the CMRC and Mr. Duperreault determined that Mr. Duperreault’s 2020 STI award should be paid at target. Accordingly, Mr. Duperreault’s 2020 STI award was adjusted downward to $4,500,000, representing 100 percent of target.
* In lightnext era of AIG’s TSR relative to compensation peers in 2020.futureCMRC and Mr. Duperreault determinedR&A, such that (i)AIG will remain the Business Performance Score applied to Mr. Duperreault’s 2020 STI award should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated CEO succession process, resulting in an Individual Performance Score of 140%.74 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisMark D. Lyons | Executive Vice President and Chief Financial OfficerArea and Summaryof GoalsAchievementsFinancialPosition AIG for long-term, profitable growth• Determined with reference to the Headquarters performance assessment detailed above• Assessed above target—107.5%Strategic Provide decision support to execute on key strategies; provide M&A execution support; engage with investors and key ratings agencies; deliver against critical strategic initiatives for Finance• Participated in a comprehensive review of AIG’s composite structure, including review of strategic, operational, capital and tax implications and developed output that resulted in the October 2020 announcement of intent to separate the Life and Retirement business from AIG• Led continuous proactive engagement with investors and rating agencies to ensure understanding of AIG’s COVID-19 response and strong capital position against the backdrop of earnings pressures and volatile marketsOperationalEffectively execute against the 2020 Budget and Capital Plan; meet tax and accounting objectives; progress on AIG 200 finance initiatives for 2020; maintain a robust control environment; lead effective crisis response to the COVID-19 crisis regarding business continuity, employee engagement and liquidity• Successfully executed revised capital plan goals, including a successful raising of $4.1 billion in debt which provided additional financial flexibility in the face of capital market volatility• Delivered considerable savings through effective tax management solutions, including planning and implementing strategies that protected against the potential expiration of foreign tax credits• Achieved meaningful accounting outcomes, including the successful implementation of current expected credit losses methodology and progress on the implementation of Long-Duration Targeted Improvements accountingOrganizationalEnhance development and demonstration of leadership competences in interactions within Finance across AIG; continue to develop a best-in class workforce; promote a culture of integrity; improve representation of diverse talent• Ensured ongoing engagementTitle Sponsor of the AIG Finance functionWomen’s Open through 2030, and increased the 2023 prize fund by over 20 percent to $9 milliona remote work environment through video technology, increased communication, townhallsdiversity and ’skip level’ meetings for informal small group discussions• Continued best practices, filling more senior roles through internal promotions, increasing the proportionsense of external diverse hires, hosting listening sessions to drive a more inclusive culture, conducting special sessions for high performing employees and early career employees, and furthered early career programs and partnered with Early Careers to increase the diversity of candidate pools• Active and continued promotion of a culture of integrity through behavior-driven leadership, regular communication and encouraging open dialogueMark Lyons Individual Performance Score: 150%Basedthese accomplishments,a comparable basis reflects year-over-year comparison on a constant dollar basis adjusted for the CMRC determined that Mr. Lyons provided significant contributions to AIG in 2020 well beyond achievementInternational lag elimination, the sale of his individual goals. In particular,Crop Risk Services, inc. and the CMRC recognized Mr. Lyons’ essential role in meeting AIG’s key strategic prioritiessale of maintaining liquidity and capital preservation. He also led AIG’s engagement with rating agencies and investors, ensuring recognition from these key stakeholders that the COVID-19 crisis was an earnings event and not a capital event for AIG. As a result, the CMRC approved an Individual Performance Score for Mr. Lyons of 150 percent, which, when combined with the Business Performance Score of 107.5 percent, resulted in an STI payment of $3,059,00, representing 161 percent of target.
2021 Proxy Statement75Executive CompensationCompensation Discussion and AnalysisPeter Zaffino | President and Global Chief Operating OfficerArea and Summaryof GoalsAchievementsFinancialPosition AIG for long-term, profitable growth• Determined with reference to the Headquarters and General Insurance performance assessments detailed above• Both assessed above target—107.5%StrategicExecute on General Insurance strategic plan 2020 and drive the planned 2020 AIG 200 actions for operational and financial performance improvement• Led a comprehensive review of AIG’s composite structure and development of a strategic plan to unlock shareholder value, that resulted in the October 2020 announcement of intent to separate the Life and Retirement business from AIG, pursuit of which was enabled by strengthening of the General Insurance business since 2017• Designed and operationalized continued General Insurance underwriting improvements and strategic portfolio optimization, including improved underwriting discipline in General Insurance’s North America and International businesses; growth in higher margin lines, continued improvement in the overall mix of business despite the impact of the COVID-19 crisis; the launch of Syndicate 2019 in partnership with Lloyd’s; and achieved significant rate improvement across multiple lines• Further evolved AIG’s reinsurance program without increasing net exposures and reducing spend enabled by improvements in gross underwriting; purchased additional aggregate protection with favorable termsOperationalContinue to drive efforts to streamline end-to-end business processes, increase the quality and speed of decision-making, improve data quality and enhance governance processes; lead effective crisis response to the COVID-19 crisis regarding business continuity, employee engagement and liquidity• Successfully led the AIG 200 transformational initiative including the accelerated execution of certain programs in a remote working environment resulting in AIG 200 Cumulative Run-rate Net GOE Savings* of approximately $400 million, which exceeded target by 30% • Led AIG’s COVID-19 response, maintaining high employee engagement and productivity through frequent and transparent communications across the organization and deployment of effective technology and collaboration platforms• Conducted extensive outreach with regulators, rating agencies and investors to provide assurances regarding AIG’s financial strength and liquidity and ability to manage through the COVID-19 crisisOrganizationalContinue to execute on multi-year General Insurance Human Capital Plan; implement transformation change under AIG 200; promote a culture of integrity; provide leadership to diversity, equity and inclusion actions• Aggressively pursued talent development commitment by making critical strategic hires, including diverse talent, and evaluating internal talent across the firm to strengthen the leadership bench, improve succession planning, and place needed skills and capabilities in the right roles• Built an exceptional pipeline of senior leaders, transitioning members of the General Insurance leadership team into new roles, including the promotion of a new Chief Executive Officer of General Insurance in August 2020*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.76 2021 Proxy StatementExecutive CompensationCompensation Discussion and Analysis2020. In particular,2023. As a result, the Committee recognized Mr. Zaffino’s exceptional leadership of AIG’s response to the unprecedented COVID-19 crisis in his role as President and Global Chief Operating Officer that enabled AIG to continue to execute on key priorities, including AIG 200CMRC recommended, and the strategic decisionBoard approved, an Individual Performance Score for Mr. Zaffino of 150 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in 221 percent of target. His earned STI award was capped at 200 percent of target pursuant to separateour STI plan. As such, Mr. Zaffino received an STI payout of $9,000,000.Pillar and Goal Overview Achievements Pillar and Goal Overview Achievements Life and Retirement business from AIG. Further, the Committee acknowledged Mr. Zaffino’s leadership of the General Insurance business through most of the year, which saw continued improvementCMRC determined that Ms. Purtill's contributions to AIG in the face of the significant challenges of the global pandemic.2023 exceeded expectations. As a result, the CMRC approved an Individual Performance Score for Mr. Zaffino of 150 percent. The CMRC and Mr. Zaffino agreed to lower114 percent, which, when combined with the Corporate quantitative Business Performance Score, applied to Mr. Zaffino’s 2020 STI award from 107.5 to 100 percent. When combined, these scores, resulted in an STI payment to Mr. Zaffino of $4,500,000,$2,850,000, representing 150168 percent of target.
* The CMRC and Mr. Zaffino agreed to lower the applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.2021 Proxy StatementCorporate77Executive CompensationCompensation Discussion and AnalysisDouglas A. Dachille | Vice President and Chief Investment Officer, Corebridge Financial, Inc.AreaPillar and Summaryof GoalsGoal OverviewAchievements Position AIGlong-term, profitableCorebridgeInvestments performance• Determined$589 million in regular dividends, $1.1 billion in special dividends and $498 million of share repurchasesreference to the Investment performance assessment detailed above• Assessed above target—115%Establish best in classpracticescapabilitiesachieveBlackstone Inc.) into Corebridge’s Investments data environmentmilestones in the strategic plan; complete Fortitude Holdings transactionstakeholders, including investors, analysts, rating agencies and regulators• Led themajority interest in Fortitude Holdings, a significant de-risking priority• Exceeded newdefinitive agreement to sell Corebridge's UK Life business goalthird-party asset management with several new client wins, operationalizing the business with a strategic business plan that included clear metrics and deliverables, with a focus on governanceover 85 percent of targeted savings via Corebridge ForwardOperationalContribute to operating structure and transformation work in Investments as part of AIG 200; reinforce aprudent risk management; lead effective crisis responsemanagementthe COVID-19 crisis regarding business continuity, employee engagementexecutive and liquidity• Made progress on de-risking the investments portfolio; enhancedsenior leadership roles throughout Corebridgeframeworks that improve transparency and oversight in a range of areas including vendors• Quicklycontrols projects with respect to financial controls, risk management and successfully pivoted investments team to work from home model while maintaining control levels through protocols such as no voice trading; focused on employee engagement and prioritizing wellness through increased communication, access to resources and virtual events• Developed and maintained comprehensive COVID-19 stress scenariosOrganizationalDevelop a comprehensive Human Capital Management Program to attract, retain, develop and reward top talent; engage teams through cross-functional initiatives; champion diversity efforts to increase representation in under-represented groups• Successfully realigned Investments senior leadership team responsibilities focused on building internal talent capabilities• Enhanced recruitment strategy to increase diversity and intern and analyst programs aimed at high-potential candidates with diverse backgrounds; launched a mentoring program and manager training program• Established a monthly Asset Management Learning Series to promote cross-team collaboration and develop talent and assembled a cross-functional team tasked with developing an ESG Investment framework to address client, consultant and regulatory needsDouglas Dachille123%104%Dachille’sHogan delivered consistent high-quality performance in 2023. As a result, the CMRC approved an Individual Performance of 104 percent, which, when combined with the Corebridge quantitative Business Performance Score, resulted in an STI payment of $3,250,000, representing 144 percent of target.Pillar and Goal Overview Achievements 20202023 exceeded expectations. In particular, the CMRC recognized that, at a time of unprecedented market volatility, Mr. Dachille focused on AIG’s strategic priority of de-risking to produce net investment income results that exceeded benchmarks. As a result, the CMRC approved an Individual Performance Score for Mr. Dachille of 123113 percent, which, when combined with the General Insurance quantitative Business Performance Score, of 107.5 percent, resulted in an STI payment of $3,300,000,$4,250,000, representing 132170 percent of target.
78 2021 Proxy StatementExecutive CompensationCompensation Discussion and AnalysisLucy Fato | General Counsel &Chief Digital Officer and Global Head of Communications and Government AffairsBusiness OperationsAreaPillar and Summaryof GoalsGoal OverviewAchievements Position AIG for long-term, profitable growth• Determined with reference toHeadquarters performance assessment detailed above• Assessed above target—107.5%Maintain positive relationships with regulatorspolicymakers; support strategic transactionsrisk management activitiesde-risking initiatives;claims operationsenable actions to strengthen AIG’s balance sheetoversight of artificial intelligence within AIGliquidity position,reducing costreduce risk, particularly in light of the COVID-19 crisis• Oversaw and participated in enhanced engagement efforts with global regulators and policymakers, including real time communication regarding the COVID-19 crisis and its impact on AIG’s businesses, employees, policyholders and remote work environment; and responding to a significantly higher volume of requests for data throughout 2020• Led Legal, Compliance & Regulatory efforts on several strategic transactions and de-risking initiatives, including the sale of a majority interest in Fortitude Holdings; the successful raising of $4.1 billion in debt; the launch of Syndicate 2019 through a novel partnership with Lloyd’s; and the announcement of leadership transitions and the plannedoversaw related operational separation of the Life and Retirement business from AIG• Favorably resolved a number of legacy and other complex litigation matters• Supported the evolution of AIG’s Sustainability agenda and the enhancement of its reporting frameworks; and led AIG’s robust year-round shareholder engagement program, which resulted in meetings with shareholders representing over 50% of AIG’s outstanding shares in 2020Support AIG 200 asmembersingle front door for broker digital interactionsthe Steering Committee; and serve as executive sponsor of Organizational Health Initiatives• Served as a member of the AIG 200 Steering Committee with a focus on risk and control frameworks, and Organizational Health• Oversaw Legal, Compliance & Regulatory support of AIG 200 initiatives, including partnerships with third parties to ensure compliance with applicable laws, regulations, and governance protocolsoperations in the jurisdictions in which AIG operates• Led an enterprise-wide initiative to embed Organizational Health programs in AIG 200 workstreams• Designed an enhanced internal and external communications strategyJapanthe COVID-19 crisis, social unrestAIG’s outsourcing partnershipsthe U.S. and abroad, AIG 200, and leadership transition announcementssupport of financial close acceleration programPromote a cultureintegritythe futurerisk awareness; supportmore effective equity,inclusion initiatives; and encourage participation in ERGs and Pro Bono matters• Oversaw AIG’s Global Compliance department’s efforts and initiatives designed to maintaindeveloping a robust culturepipeline of integrity and compliance framework, particularly in a remote work environment• Promoted AIG’s diversity, equity, and inclusion goals, including by following the “Rooney Rule” with respect to open positions; and encouraged participation in ERGs anddiverse talent development programs, specifically those targeted at developing women and other underrepresented groups• Oversaw AIG’s award-winning Pro Bono Program; established a new pillar of the Pro Bono Program focused on criminal and social justice reform; and created a full-time position for a Pro Bono Coordinator to reinforce AIG’s commitment to providing legal and other services to those most in needLucy Fato’s140%2021 Proxy Statement79Executive CompensationCompensation Discussion and AnalysisMs. Fato made significantMr. Wade's contributions to AIG and demonstrated exemplary leadership on key priorities. In particular, the CMRC recognized Ms. Fato’s success at leading the support of AIG’s employees, and promoting transparent communication with key stakeholders, regarding AIG’s response to the COVID-19 crisis.in 2023 exceeded expectations. As a result, the CMRC approved an Individual Performance Score for Ms. Fato of 140114 percent, which, when combined with the Corporate quantitative Business Performance Score, of 107.5 percent, resulted in an STI payment of $2,869,000,$3,350,000, representing 151168 percent of target.
In summary, 2020 performance resulted in the following STI awards to each named executive relative to his or her target:Named Executive 2020 Target
Short-Term
Incentive Award Business
Performance Result Individual
Performance
Scorecard Result 2020 Actual
Short-Term
Incentive
Award Brian Duperreault $4,500,000 100%(1) 140 % $ 4,500,000(1) Mark D. Lyons $1,900,000 107.5% 150 % $ 3,059,000 Peter Zaffino $3,000,000 100%(2) 150 % $ 4,500,000 Douglas A. Dachille $2,500,000 107.5% 123 % $ 3,300,000 Lucy Fato $1,900,000 107.5% 140 % $ 2,869,000 (1)In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that (i) the applied to the 2020 STI decision for Mr. Duperreault should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Corporate140%.(2)The CMRC and Mr. Zaffino agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.80 2021 Proxy StatementExecutive CompensationCompensation Discussion and Analysis2020At a Glance: • Modified PSU metrics for 2020 to increase the userelative metrics given market uncertainty, and incorporate an AIG 200 metric following its launch in 2019What’s Unchanged for 2020:• 75% performance-based in PSUs (50%)(75 percent) and stock options (25%); 25%(25 percent)• All equity awards subject to cliff vesting over a three-year time horizon• • Actual target grant can reflect up to 150% of the target value, informed by factors, including extraordinary achievements, to provide an incremental incentive for future success and/or to enhance retention• payoutpayouts are capped at 200%200 percent of target• Subject2020:• Delayed grant of 2020 PSUs until July 2020, providing more time2023:develop informed metrics20 percent, and set goalsAXA S.A. added to the peer groupchallenging environment• PSUs based on two new metrics (Relative Tangible BVPS*combination of AIG and AIG 200 Cumulative Run-rate Net GOE Savings*) and a new more expansive approach to assessing relative TSR (modifier rather than cap)• Relative Tangible BVPS* and GOE* metrics assessed on a one-year and three-year basis which, in combination with the use of a relative performance assessment for BVPS and TSR, is intended to most effectively align pay with performance over the next three years• Mr. Duperreault’s and Mr. Zaffino’s 2020 target opportunities increased to address market alignment shortfalls; Ms. Fato’s target opportunity increased in September 2020 in recognition of the expansion of her duties and responsibilities* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.made in the form of AIG equity awards under the LTI plan,typically represent the largest percentage of a named executive officer’sexecutive’s annual target compensation opportunity and are granted in vehiclesequity-based compensation (i.e., PSUs, stock options and RSUs) that reward long-term value creation, performance achievements and stock price appreciation. In considering awards to named executives, there are several design principles that the CMRC considers, including:üProviding a risk-balanced portfolio of incentive vehiclesü and trajectory that are within management controlüSimplicityTypically, AIG grants LTI awards in March each year. In March 2020, COVID-19 was already impacting global economies and was on the brink of being declared a global pandemic. There was a great deal of uncertainty in the market regarding the impact the COVID-19 crisis would have on global economies, and the outlook for AIG was challenging to project. The CMRC determinedtrajectory that while it was appropriate to proceed with determining the total targetare within management controlforallocations to current named executives.named executive and grantingof stock options and RSUs to provide a degree of continuity and certainty to all participants, it was prudent to delay the grant of PSUs. This provided time to better understand the potential impact of the COVID-19 crisis on our businesses, for global economies to partially stabilize, and to update our performance expectations for the year. In turn this enabled a more informed determination of appropriate long-term performance metrics that would successfully align pay2021 Proxy Statement81Executive Compensation Compensation Discussion and Analysisand performance over the next three years as our named executives led AIG through the COVID-19 crisis and its collateral effects on the global economy.As a result of this review, which spanned four CMRC meetings, two new performance metrics were identified to reflect our priorities in a COVID-19 environment: Relative Tangible BVPS* and AIG 200 Cumulative Run-rate Net GOE Savings*. Changing the measurement of the BVPS metric from an absolute normalized basis to a relative tangible basis against defined peer groups mitigated the need to predict long-term performance and set rigorous absolute goals during an uncertain period. Details of these metrics are summarized below and discussed in more detail under “—2020 Performance Awards—Performance Share Units (50%).��*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
All vehicles are subject to a three-year time horizon, with cliff vesting on January 1, 2023, following the three-year period and are covered by AIG’s clawback policy, further enhancing long-term alignment with shareholder interests and retention impact. We believe providingthat this mix of PSUs, stock options and RSUs continues to support maintainingsupports a high-performance culture and attractinghelps retain and retainingattract key talent through competitive compensation opportunities that do not encourage excessive risk-taking.When determining the appropriateare consistent with market practice.awards to grant,Awards2023 Target LTI Value 2023 Individual Modifier 2023 Target LTI Grant Value Peter Zaffino $14,000,000 100 % $14,000,000 $1,600,000 150 % $2,400,000 $4,000,000 100 % $4,000,000 David McElroy $4,000,000 100 % $4,000,000 Claude Wade $1,500,000 100 % $1,500,000 Shane Fitzsimons $3,400,000 100 % $3,400,000 Lucy Fato $3,300,000 100 % $3,300,000 considers whether to modify any individualapproved an LTI award grants. The actualmodifier of 150 percent for Ms. Purtill. Following her appointment as Chief Financial Officer, the CMRC approved an additional award of RSUs with a value equal to $1.25 million and increased her target LTI award opportunity for 2024 to $2,900,000. See "—Executive Summary—Our Named Executives—Chief Financial Officer Transitions" for further details.can reflect up to 150by AIG Parent and 25 percent each of an individual’s target value, based on the CMRC’s assessment of a range of factors, including consideration of prior year performancestock options and contributions, the complexity of expected contributions and the desire to enhance retention and/or provide incremental incentive for future success over the three-year performance period.Ms. FatoRSUs granted by Corebridge.the only named executivenot eligible to receive a modification to her2023 LTI grant in 2020. This individual modifier of 125 percent reflected additional responsibilities she assumed in October 2018 as Interim Head of Human Resources pending the arrival of Karen Ling in July 2019 and was in recognition of her performance in that role, including leading the search process that led to the hiring of Ms. Ling. Separately, on the expansion of Ms. Fato’s role in September 2020 to include Global Communications and Government Affairs, her annual LTI target value was increased to $3,300,000 resulting in an additional LTI award of $700,000 in September 2020. This represented the incremental additional grant value, prior to the application of the individual modifier. No individual modifier was applied to the September award. This award took the same form in terms of mix and performance metrics as the award received earlier in the year.82 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisIn 2020, the CMRC approved the following target LTI values and actual target LTI grants for the named executives:Named Executive 2020 Target LTI
Value 2020 Individual
Modifier 2020 Target LTI
Grant Value Brian Duperreault $ 12,900,000 — $ 12,900,000 Mark D. Lyons $ 3,300,000 — $ 3,300,000 Peter Zaffino $ 8,600,000 — $ 8,600,000 Douglas A. Dachille $ 4,250,000 — $ 4,250,000 Lucy Fato(1) $ 3,300,000 125% $ 3,950,000 (1)Total award comprises (i) Ms. Fato’s target LTI opportunity prior to the expansion of her role and responsibilities ($2,600,000), modified by 125% ($2,600,000 x 125% = $3,250,000); and (ii) an additional LTI grant of $700,000 relating to the increase to her target opportunity she received in connection with her role expansion in September 2020, resulting in a total 2020 LTI grant of $3,950,000. Ms. Fato’s total target LTI value for 2020, prior to the application of the individual modifier was $3,300,000.actualLTI awards, the CMRC approved target dollar amounts that are converted into a number of PSUs, RSUs and stock options. The number of PSUs and RSUs inconstituting an annual grant is based on the average closing price of AIG Parent common stock (or Corebridge common stock for Mr. Hogan's RSUs) over the five trading days preceding the grant date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG common stock. In 2020, the annual grant date for RSUs and stock options was in March, and for PSUs was in July. The number of any PSUs or RSUs granted outside of the annual grant process is based on the average closing price of AIGParent common stock over(or Corebridge common stock in the first five trading dayscase of the month of the offer of employment or effective month of a promotion, as applicable.2020Mr. Hogan). (50%)20202023 PSU awards can be earned based on achievement of performance over a period of three years.years from January 1, 2023 through December 31, 2025. The approach for 2020 was established with careful consideration toChairman and CEO and Mr. Fitzsimons each received 75 percent of their LTI awards in the uncertain duration and ultimate impactform of PSUs. Other current named executives received 50 percent of their LTI awards in the COVID-19 crisis.form of PSUs. The grant of awards was delayed from March to July, given the lack of visibility as to the true dimensions of the COVID-19 crisis and the related market volatility at the time which made it challenging to establish performance goals in light of evolving strategic priorities. To address concerns regarding goal setting and ensuring the successful alignment of pay with performance the CMRC approved a plan that combines Relative Tangible BVPS* growth on an additive basis with AIG 200 Cumulative Run-rate Net GOE Savings* under our AIG 200 strategy, subject to a relative TSR modifier.
* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.2021 Proxy Statement83Executive Compensation Compensation Discussion and AnalysisThese performance metrics will be criticalthat apply to AIG emerging from the COVID-19 crisis stronger, in2023 PSU awards incentivize delivering long-term profitable growth for our shareholders through a position to unlock further value for shareholders.AIG Parent General Operating Expenses 30% 25% 25% 20% Metric DescriptionTargetWhy It Matters to AIG Cumulative Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* TangibleBVPS(1)To enhance the alignmentto baseline expectations:payouts with performance, separate peer groups were developedreinsurance General Insurance and Life and Retirement. This reflects the different BVPS expectationsRetirementeach, both within AIGLife and observed in the market. To assess aggregate performance, the outcome related to each group will be weighted on a 60% (General Insurance)Retirement40% (Life and Retirement) basis, reflecting AIG’s portfolio mix.premium adjustmentsMeasures AIG’s progress as compared to peers on a key performance metric that drives stock performanceour success in creating long-term profitable growth for shareholdersAIG 200Parent General Operating ExpensesAIG 200 Cumulative Run-rate Net GOE Savings(1)Goals assess continued progress in expense rationalization, with consecutive annual improvement to incentivize continued improvement over the three-year performance periodMeasures theour success in rationalizing our expense base as part of our transformation program’s sustainable impact on AIG’s overall cost structurean effective Corebridge separation and organizational simplificationAccident Year Combined Ratio, as adjusted* Goals assess maintaining sub-90 percent AYCR, as adjusted*, with consecutive average annual improvement to incentivize continued improvement over the three-year performance period Measures our underwriting excellence related to our underlying risk selection, expense discipline and profitability Relative TSR from July 1, 2020 ending December 31, 20222025 relative to a custom group of AIG peers(2)Peer group comprises BVPS peers for General Insurance and Life and Retirement peers, and five additional composite insurance companiesIf AIG TSR is in the top quartile, payouts are increased by 10%; if AIG TSR is in the lower quartile, payouts are reduced by 10%.Measures our relative success in delivering market competitive returns to shareholders as compared to peers(1)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.(2)TSR calculated based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period.To reflect the ongoing global economic uncertainty, the Relative Tangible BVPS and AIG 200 Cumulative Run-rate Net GOE Savings goals combine one-year and three-year performance horizons. This dual perspective uses one-year goals to mitigate the risk of setting unrealistic three-year goals while maintaining executives’ focus on three-year performance.The performance assessment comprises three components as detailed below.84 2021 Proxy StatementExecutive Compensation Compensation Discussion and Analysis
Performance assessed over three one-year periods and a combined three-year performance periodFinal score reflects three-year performance, but not less than**TSR calculated in local currency based on (i) the average annualstock prices for the month preceding the performance scoresRank 1st 2nd 3rd 4th 5th 6th 7th 8th Payout 200% 175% 150% 100% 100% 75% 50% 0% Results weighted 60% for General Insurance and 40% for Life and Retirement, reflecting AIG’s portfolio mix Relative performance is assessed against two distinct groups of peers (General Insurance peersperiod; and Life and Retirement peers)Performance is assessed against each group separately to determine(ii) the payoutTheaverage stock prices for the final score is calculated by combining the General Insurance and Life and Retirement payouts on a weighted basis (60/40)Payout is capped at 75% if AIG ranks 8th on three or moremonth of the six one-year periods (three one-year periods measured relative to eachperformance period. Relative TSR peers comprised of the General InsuranceAXA, Chubb, CNA Financial, The Hartford, Markel, Tokio Marine, Travelers and Life and Retirement peers)For a list of the General Insurance and Life and Retirement peers, see”—Compensation Design—Use of Market Data—Long-Term Incentive Peer Groups”
Performance assessed over three one-year periods and a combined three-year performance periodFinal score reflects three-year performance, but not less than the average annual performance scores AIG 200 Cumulative Run-rate Net GOE Savings* 2020 2021 2022 Threshold (50%) $150 M $350 M $700 M Target (100%) $200 M $450 M $850 M Stretch (150%) $300 M $600 M $1,000 M Maximum (200%) n/a n/a $1,200 M Payout is capped at 75% if AIG 200 Cumulative Run-rate Net GOE Savings* by 2022 are below $700MPerformance is assessed relative to this grid to determine the level of payout that has been earnedThe maximum payout is only achievable if the three-year AIG 200 Cumulative Run-rate Net GOE Savings* equal or exceed $1,200M
ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022Performance assessed from July 1, 2020 to December 31, 2022Shortened measurement period reflects delayed grant dateRankTop QuartileBottom QuartileModifier+10%-10%Performance is assessed relative a single peer group that comprises 19 companies:General Insurance BVPS peersLife and Retirement BVPS peersAIG composite insurer peersFor a complete list of the peers used for this relative TSR metric, see “—Compensation Design—Use of Market Data—Long-Term Incentive Peer Groups”If AIG ranks in the top quartile, the payout score will be increased by 10%If AIG ranks in the bottom quartile, the payout score will be reduced by 10%No modifier will be applied if AIG ranks between the bottom and top quartiles*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.2021 Proxy Statement85Executive Compensation Compensation Discussion and AnalysisThe maximum payout opportunity of 200 percent of target reflects ambitious goals that require performance significantly above target. Actual performance relative to the goals approved by the CMRC in 20202023 will be disclosed in 20232026, following the certificationCMRC's assessment of results by the CMRC.performance metrics attainment. PSUs accrue dividend equivalent rights in the form of additionalcash, which are calculated based on the number of PSUs that performance vest and are delivered if andpaid when the underlying PSUs vest.2020 (25%)20202023 stock option awards become exercisable followingin equal installments on the completionfirst, second and third anniversaries of a three-yearthe date of grant, subject to continued service through each vesting period.date. All stock options are granted with an exercise price equal to the closing price of the underlying shares on the grant date of grant. Stock options granted in 2020 will vest on January 1, 2023 and haveare subject to a 10-yearten-year term. We view stock options as performance-based compensation assince stock options will only result in a gain to the valueexecutive if the stock price appreciates after the grant date.a stock option is impacted by the price of AIG common stock at the time of vesting.2020 Time-Vested Awards2020 Corebridge. (25%)Named executives’ 2020January 1, 2023the first, second and third anniversaries of the date of grant, subject to continued service through each vesting date. RSU awards to named executives other than Mr. Hogan will be settled in AIG Parent common stock. As with PSUs,Mr. Hogan's RSU award will be settled in shares of Corebridge common stock. RSUs accrue dividend equivalent rights in the form of additional RSUscash that are deliveredis paid if and when the underlying RSUs vest.Special AwardsThe CMRC is committedidentifying, attracting, motivating, rewarding$1.25 million, which will vest in three equal tranches on the first, second and retaining highly qualified leaders who drive AIG’s long-term success. These goals were particularly important to the CMRC in 2020, where the strength and performance of our senior leaders made them attractive targets in a competitive market for talent with turnaround experience.The CMRC examined the role of our leadership team in our strategic priority areas and assessed the extraordinary efforts of certain named executives assuming new roles and responsibilities. In recognition of their demonstrated performance, the CMRC approved one-time RSU awards for three of our named executives.In each case, the vesting schedule for the award was aligned with the rolethird anniversaries of the named executive and the size of the named executive’s award.Named Executive OfficerTarget ValueDetailsPeter Zaffino$10,000,000• One-time award• Reflects promotion to the President role in the first quarter of 2020 and transition into Chief Executive Officer role, effective in March 2021; exceptional leadership in navigating the COVID-19 crisis; contributions and leadership that enabled AIG to announce the transformative separation of Life and Retirement from AIG; desire to increase direct shareholder alignment with successful execution of the transaction and new company strategy and to ensure long-term retention• Vests in equal thirds on the third, fourth and fifth anniversaries of the grant dateMark Lyons$3,000,000• One-time award• Reflects contributions in 2020 and desire to increase retention power• Vests on the third anniversary of the grant date86 2021 Proxy StatementExecutive CompensationNamed Executive OfficerTarget ValueDetailsLucy Fato$1,000,000• One-time award• Reflects significant contributions beyond her areas of responsibility in 2020 and the expansion of her role to include Global Communications and Government Affairs• Vests equally on the first and second anniversaries of the grant date 20182021 Performance Share Units20182021 PSUs ended on December 31, 2020.2023. These awards were subject to three equallyperformance metrics, including a relative TSR modifier:Relative Tangible
Book Value Per Common Share (TBVPS)*
67%Separation of Life and Retirement
33%Relative TSR (Modifier) (+/- 25%) 
metrics:average of 60 percent for the General Insurance peer group and 40 percent for the Life and Retirement peer groupAccident Year Combined Ratio, As Adjusted* improvement, measured annuallyRelative TBVPS* Peer Groups Relative TSR Peer Group Core Normalized BVPS*—Final score reflects three-year performance, but not less than the average annual performance scoresmeasured annuallyis ranked below threshold (7th place) for both business units, final payout is capped at 75 percentCore NormalizednSeparation of Life & Retirementon Attributed Common Equity*, measuredrelative to a single peer group comprising 19 companies from the date of grant through December 31, 2023third yearIn response totop quartile (+25 percent) or in the impact of the COVID-19 crisis, during 2020 the CMRC discussed whether it was appropriate to modify the performance metrics and/or goals that applied to the 2018 PSUs. In particular, the continuing relevance of the Core Normalized Return on Attributed Common Equity metric was debated given the bottom quartile (-25 percent) Board withdrew guidance on Core Normalized Return on Attributed Common Equity during the year. On balance, the CMRC resolved to make no changes to the previously approved metrics or goals for the named executives, given a desire to align outcomes with the experience of our shareholders 2024 PROXY STATEMENT65the long-term nature of the program.2021,2024, the CMRC assessed performance over the three-year performance period and certified the results as follows: Performance Goal
(% Payout) Actual Performance Earned Performance
(% Target) Performance
Metric Threshold
(50%) Target
(100%) Maximum
(200%) FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020 Payout
(Weighted) Accident Year Combined Ratio, as Adjusted, including Average Annual Losses* — — — 103.9% 100.4% 98.1% — — — — Annual Improvement 0.5 pt 1 pt 2 pt (0.9) pt 3.5 pt 2.3 Pt 0% 200% 200% 133% Core Normalized BVPS* — — — $ 48.28 $ 56.20 $ 63.36 — — — — Annual Growth 5% 10% 15% 6.7% 16.4% 12.7% 67% 200% 155% 141% Core Normalized Return on Attributed Common Equity* 9% 10% 11% N/A N/A 6.3% N/A N/A 0% 0% Combined 2018—2020 Performance Payout: 91% Performance Goal (% Payout) Actual Performance Earned Performance (% Payout) Threshold
(50%)Target
(100%)Stretch
(150%)Maximum
(200%)FY’21A FY’22A FY’23A FY’21A FY’22A FY’23A Payout
(Weighted)7th place 4th or 5th place 3rd place 1st place General Insurance: 5th place (100%) General Insurance: 2nd place (175%) General Insurance: 2nd place (175%) 130% 165% 175 % 168 % L&R: 2nd place (175%) L&R: 3rd place (150%) L&R: 2nd place (175%) Performance Goals (% Payout) 
Actual Performance Threshold (50%): Completion of all requirements leading up to a disposition of up to 19.9% of Life and Retirement other than regulatory filings. Implementation of Life & Retirement’s standalone capital structure Target (100%): Same as Threshold plus completion of up to a 19.9% sale of Life & Retirement and restructuring of AIG’s financial debt to achieve post-separation target financial leverage *Stretch (150%): Same as Target plus substantially completed operational separation plan We make adjustmentsU.S. GAAP financial measures for purposesthe final stages of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanationoperational separationMaximum (200%): Disposition of how this metric is calculated from our audited financial statements.greater than 50% of Life & Retirement with the business being fully operational on a standalone basis× Not achieved by December 31, 2023 Earned Performance (% Payout): 150%
(Weighted 67%)
168%
150%Proxy StatementPerformance Metrics
162%87x 25%200% Executive CompensationAnalysisAs a result of this performance, awards vested as follows: Named Executive 2018 PSU
Award
($) Target
2018 PSUs Earned PSUs
Vesting Additional
PSUs earned
from Vesting
Dividend
Equivalent
Rights(1) Value of
Total PSUs at Vesting($) Difference
Between
Grant and
Vesting
Value($) Brian Duperreault 8,400,000 140,116 127,505 12,549 5,200,205 (3,199,795) Mark D. Lyons(2) 137,500 3,166 2,881 227 115,400 (22,100) Peter Zaffino 3,187,500 53,169 48,383 4,761 1,973,237 (1,214,263) Douglas A. Dachille 3,187,500 53,169 48,383 4,761 1,973,237 (1,214,263) Lucy Fato 1,562,500 26,063 23,717 2,334 967,274 (595,226) (1)Dividend equivalent rights only accrued on earned PSUs.(2)Mark Lyons received a prorated award based on the date of his promotion to Chief Financial Officer in December 2018.AIG providesAIG’s other employees.AIG providesthatin which named executives actively participate in is a tax-qualified 401(k) plan. All participants, including named executives, receive Company contributions from AIG in the form of a match worthequal to 100 percent of the first 6six percent of their eligible compensation up to the Internal Revenue Service (IRS)Code (IRC) compensation limit, which in 20202023 was $285,000.$330,000. In accordance with this limit, each named executivesexecutive received matching contributions of up to $17,100$19,800 in 2020. AIG2023. We also providesprovide a contribution of 3three percent of eligible compensation to all employees eligible to participate in the 401(k) plan, in addition to the 6six percent matching contribution, subject to IRSIRC limits.AIG providescorporate aircraft usage (including by an executive’s spouse when traveling with the executive on business travel), use of companyCompany pool cars and drivers for commuting purposes and legal and financial planning services. In addition, starting in 2023, the Chairman & CEO receives an annual cash perquisite allowance of $35,000. An allowance is providedexecutive medical assessment.enable named executives to cover costs associated with formerly offered perquisites, such as financial and estate planning.Theour corporate security policy. Under the policy, the CMRC has approvedrequires the use of AIG-owned corporate aircraft and corporate aircraft owned by a third-party vendorother Company-provided transportation by our Chief Executive OfficerChairman & CEO for business and personal travel, with an allowance of up to $195,000 per year.year for personal flights taken on the corporate aircraft. Any use for personal travel beyond the allowance must be reimbursed to AIG. The calculationthe Company. We do not provide any excise tax payments, reimbursements or "gross ups" in connection with the Chairman & CEO's personal use of corporate aircraft. Use of the cost of any personal corporate aircraft usage is based on the aggregate incremental cost to AIG of theby other senior executives for personal travel whichis generally prohibited, however, exceptions may include, for AIG-owned corporate aircraft, direct operating cost of the aircraft (including with respect to any “deadhead” segments), including fuel, additives and lubricants, maintenance, airport fees and assessments, crew expenses and in-flight supplies and catering,be made in certain circumstances, such as applicable, and for corporate aircraft owned by a third-party vendor, the cost-per-flight-hour charge by the vendor as well as costs of fuel, taxes, crew expenses and airport fees and assessments, as applicable.88 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisAIG provides severance benefits to itsexecutives’ ongoing retention when considering potential transactions that may create uncertainty as to their future employment with AIG and enable AIGus to obtain a release of employment-related claims.QualifyingTermination• Termination by AIG without “cause” • Covered named executive terminates for “good reason”, including for qualifying executives after a “change in control” Severance Payment• Pre-determined multiplier applied to: ○ Salary ○ Three-year average of actual STI payments • Severance multiple is 1.0 or 1.5 depending on an executive’s grade • Severance multiple increases to 1.5 or 2.0 for a qualifying termination within two years following a change in control “—“2023 Executive Compensation—Potential Payments on Termination” for more information on AIG’sour termination benefits and policies, including a description of certain modifications madethe potential severance payments and benefits payable to termination provisions within our compensation plans that went into effect in 2021.2021 COMPENSATION PROGRAM DESIGN AND DECISIONSAIG’s 2021our 2024 STI and LTI programs during the first quarter of 2021. The design of our 2021 compensation programs reflect a return to normal course following the pivot that was necessitated in 2020 in response to the COVID-19 crisis.20212024.2021design of the 2024 STI program followsis simplified to reflect a single consolidated Company Performance scorecard that will be applied to all current named executives in 2024, replacing the business unit specific scorecards assigned to current named executives in 2023. Other features of the STI program design of AIG’s STI programs prior to 2020. As in prior years,remain the same as 2023. STI awards for our named executives in 20212024 will continue to be based on a combination of athe empirical and quantitative Business Performance Scorebusiness results and Individual Performance Score. individual performance.BusinessCompany Performance Score will be based on performance against empiricalfour equally weighted metrics (25 percent each):quantitative metrics assigned to the business unit relevant to each of our named executives.The Headquarters Business Performance Score will be based on (1) a weighted average of the Business Performance Scores for General Insurance, LifeAnalysis 2024 Compensation Program Design and Retirement and Investments, assessed as described below; and (2) an AIG 200 Cumulative Run-rate Net GOE Savings* goal.DecisionsThe General Insurance Business Performance Score will be based on (1) Accident Year Combined Ratio, as Adjusted*; and (2) Calendar Year Combined Ratio Improvement Relative to Peers*.The Life and Retirement Business Performance Score will be based on (1) Normalized Return on Adjusted Segment Common Equity*; and GOE (Net)*.The Investments Business Performance Score will be based on (1) Performance relative to Benchmark; and (2) Direct GOE*.These performance metrics are aligned to AIG’s 2021 strategic business objectives.20212024 Long-Term Incentive Program Structure20212024 LTI award granted to Mr. Zaffino is comprised of 75 percent PSUs and 25 percent stock options. The LTI grants awarded tofor our other current named executives continue to beare comprised of a mix of 50 percent PSUs, 25 percent RSUs and 25 percent stock options. Mr. Hogan's LTI grant is comprised of Corebridge equity in the form of 50 percent RSUs and 50 percent stock options.20212024 LTI program continue to be subject to a three-year time horizon, with cliff vesting on January 1, 2027, and will be earned based on performance on two primaryfour equally weighted metrics (25 percent each) over athe three-year performance period:Relative Tangible BVPS* growthnAYCR, as adjusted* measured annually andagainst goals that represent sustained combined ratio strength year-over-year during the three-year plan period while driving profitable growththree one-year periods and a combinedthe three-year performance period similarrelative to the Relative Tangible BVPS* growth metric applied to the 2020 PSUs; anda General Insurance peer group.A metric relating to achievementAll of the separation of the Life and Retirement business from AIG.2021 Proxy Statement89Executive Compensation Compensation Discussion and AnalysisBoth of these core metrics include clearly defined goals associated with the achievement of “threshold,” “target,” “stretch,”"threshold," "target," "stretch," and “maximum.” Additionally, the 2021 PSUs include a relative TSR metric that will adjust the payout up or down 25 percent if our TSR for the performance period is in the top or bottom quartile, respectively, of our peers.These performance metrics"maximum" and are aligned to AIG’sour strategic company-wide objectives.*We make adjustmentsremain committed to U.S. GAAP financial measures for purposescontinually evaluating and enhancing our risk management control environment, risk management processes and ERM functions. our compensation practices are essential parts of this performance metricour approach to risk management and the CMRC regularly monitors our compensation programs to ensure that results properly reflectthey align with sound risk management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.principles.Compensation Decisions Relating to the Chief Executive Officer TransitionEffective March 1, 2021, as part of AIG’s well-coordinated Chief Executive Officer succession plan, Mr. Zaffino succeeded Mr. Duperreault as Chief Executive Officer. In recognition of the expansion of Mr. Zaffino’s responsibilities due to his promotion, the CMRC approved the following for Mr. Zaffino: Compensation Component Current Effective March 1, 2021 Increase Base Salary $ 1,400,000 $ 1,500,000 +7.1% Target Short-Term Incentive $ 3,000,000 $ 4,000,000 +33.3% Target Long-Term Incentive $ 8,600,000 $ 11,500,000 +33.7% Target Direct Compensation $ 13,000,000 $ 17,000,000 +30.8% Mr. Zaffino will also be entitled to a $195,000 annual allowance for personal use of the corporate aircraft, as was provided to the former Chief Executive Officer, and he will be required to reimburse the Company for personal use in excess of that amount.On Mr. Zaffino’s appointment as President and Chief Executive Officer, Mr. Duperreault became Executive Chair. In recognition of the nature of his role, which will focus on leading the Board in overseeing AIG through the transition to a new Chief Executive Officer and major transformative transactions, including the planned separation of AIG’s Life and Retirement business from AIG, the CMRC approved a reduced level of target direct compensation that emphasizes equity for alignment with shareholder interests. Compensation Component Current Effective March 1, 2021 Change Base Salary $ 1,600,000 $ 1,000,000 -37.5% Target Short-Term Incentive $ 4,500,000 $ 750,000 -83.3% Target Long-Term Incentive $ 12,900,000 $ 11,000,000 -14.7% Target Direct Compensation $ 19,000,000 $ 12,750,000 -32.9% Mr. Duperreault’s 2021 LTI awards were made in the form of 50 percent stock options and 50 percent RSUs. In accordance with our LTI plan, Mr. Duperreault’s stock options will vest on the earlier of his retirement from AIG or January 1, 2024. The shares underlying the RSUs will be delivered no earlier than January 1, 2024.Mr. Duperreault’s term as Executive Chair will end on December 31, 2021, at which time he will become a non-officer employee of AIG for one year providing assistance and advice to the extent requested by the Chief Executive Officer. He will be remunerated for his service in this capacity.90 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisRole of the CMRCThe CMRC, chaired by Mr. Cornwell, is comprised of five independent directors. The CMRC held nine meetings in 2020.The role of the CMRC and its interplay with management and the Board as a whole are set forth below. 
In reaching decisions, the CMRC may invite the opinions of various stakeholders including relevant members of the management team, AIG’s outside counsel and the CMRC’s independent compensation consultant. See “Corporate Governance—Board Committees” for more information on the structure, role and activities of the CMRC.2021 Proxy Statement91Executive Compensation Compensation Discussion and AnalysisThe Annual ProcessThe CMRC has an established annual process for executive compensation decision-making. In a typical year, during the first quarter, the CMRC reviews and approves base salaries and target compensation levels against a backdrop of the business and individual performance evaluations for the prior year, in addition to compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent. The CMRC also reviews and approves the performance metrics and goals that will apply to both STI awards and PSU grants. These metrics and goals are set based on AIG’s rigorous budgeting and strategic planning process.The onset of COVID-19 in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation. As is typical, target compensation levels were approved in the first quarter with incentive plan goals due to be approved in March. Due to the significant unknowns at that time about the magnitude of the impact the COVID-19 crisis would have on AIG, the CMRC determined to proceed with the grant of stock options and RSUs to provide some stability, but to delay the finalization of the STI plan and PSU performance metrics. This enabled sufficient time to better assess and project the impact of the COVID-19 crisis on AIG’s short-, medium- and long-term business, and develop metrics that supported our prevailing strategic priorities. The CMRC revisited these topics at four meetings between March and July. In May, the CMRC approved the performance metrics for our STI program, aligned with the three priority focus areas for the company of liquidity, capital preservation and de-risking. The CMRC designed a disciplined discretion framework for the STI program, so that overall business performance and business unit performance would be measured by assessing quantifiable results against internal expectations with respect to AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis. In July, as the Company and the CMRC had better insight into the broad range of potential long-term impacts of the COVID-19 crisis on our business, the CMRC approved metrics for the 2020 PSUs, incorporating Relative Tangible BVPS and relative TSR metrics, to mitigate the need to calibrate absolute long-term goals in the midst of continued uncertainty, and an absolute metric relating to GOE savings under AIG 200, a core program. While the operating environment remained uncertain, these areas of focus were integral to AIG’s long-term, sustainable growth.During the balance of the year, similar to typical years, the CMRC received updates on performance relative to expectations, providing an opportunity to assess potential payouts. As part of these updates, the CMRC discussed the extent to which it would be appropriate to adjust conditions for previously granted PSU awards, ultimately resolving that no changes would be made for the named executives. Additionally, in 2020, the CMRC reviewed compensation arrangements in relation to the planned AIG Chief Executive Officer succession.Following year-end, the CMRC reviewed and assessed final performance in relation to short-term and long-term expectations and approved payouts. As is typical, discussions regarding individual performance and achievements feed into the start of the process for the following year. The CMRC continues to review any relevant feedback from shareholders received during engagement on an ongoing basis to inform their discussions and decisions.Additionally, the Board, based on the recommendation of the CMRC after advice from AIG’s outside counsel and the CMRC’s independent compensation consultant, approved the compensation for Messrs. Zaffino and Duperreault following the execution of AIG’s well-coordinated Chief Executive Officer succession plan, effective March 1, 2021. See “—2021 Compensation Program Design and Decisions—Compensation Decisions Relating to the Chief Executive Officer Transition.”Qualitative AssessmentA central part of the CMRC’s role is applying judgment in making final compensation decisions to ensure outcomes balance rewarding appropriately for performance delivered on a year-on-year basis, equity across the businesses and forward-looking implications. This use of judgment, and where appropriate, application of discretion, ensures appropriate and balanced outcomes once all the facts are known at year-end. Consistent with previous years, the factors that were considered in determining 2020 awards for the named executives included strength of execution, agility to pivot to new priorities and the leadership qualities exhibited in the context of the unusual and challenging circumstances of operating in a pandemic.92 2021 Proxy StatementExecutive Compensation Compensation Discussion and AnalysisInput from Independent Compensation ConsultantsSince 2005, the CMRC has engaged the services of FW Cook to provide independent advice to the CMRC. In this capacity, FW Cook attends CMRC meetings and:• Provides views on: ○ How AIG’s compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly; ○ “Best practices” and how they apply to AIG; ○ The design and implementation of current and proposed executive compensation programs;• Responds to questions raised by the CMRC and other stakeholders in the executive compensation process; • Participates in discussions pertaining to compensation and risk, assessing the process and conclusions; and • Participates in discussions on performance goals that are proposed by management for the CMRC’s approval.In 2020, FW Cook also supported the CMRC on additional key topics, including: Updating the CMRC on emerging investor and proxy advisor views on the impact of the COVID-19 crisis on executive compensation;Providing advice and recommendations on actions under consideration in response to the COVID-19 crisis;Participating in discussions on special awards for Mr. Lyons and Ms. Fato proposed by management for the CMRC’s approval; andAdvising the CMRC on Chief Executive Officer succession compensation issues and Mr. Zaffino’s special award.The CMRC reviews FW Cook’s appointment annually to assess their relationship with AIG, including members of the CMRC and AIG’s executive officers. The CMRC confirmed that neither FW Cook nor any of its affiliates provides any other services to AIG or its management, other than on director compensation, and that FW Cook had no business or personal relationship with any member of the CMRC or executive officer of AIG that raised a conflict of interest regarding FW Cook’s work for the Board. The CMRC also received information on the fees paid to FW Cook by AIG as a percentage of FW Cook’s total revenue and FW Cook’s ownership of any AIG common stock. Considering this information, the CMRC determined that FW Cook is independent and that its work has not raised any conflict of interest.During 2020, AIG engaged Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC’s purview. In their capacity as the CMRC’s independent advisor, FW Cook reviewed the reports prepared by Johnson Associates prior to consideration by the CMRC. The CMRC performed a review of Johnson Associates’ services and other factors similar to the review of FW Cook described above. This review, coupled with the FW Cook review of the analysis, appropriately addressed any conflict of interest raised by Johnson Associates’ work or business relationship with AIG.Compensation Risk AIG remains committed to continually evaluating and enhancing our risk management control environment, risk management processes and ERM functions. AIG’s compensation practices are essential parts of our approach to risk management and the CMRC regularly monitors AIG’s compensation programs to ensure they align with sound risk management principles.•nAnnual risk review •policy•policies •2021 Proxy Statement93Executive Compensation Compensation Discussion and AnalysisThe CMRC’s charter requires the CMRC to periodically discuss and review the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives with the Chief Risk Officer of AIG.NoIn September 2023, the CMRC considered the annual risk review findings with the Chief Risk Officer to ensure compensation plans appropriately balance risk and reward. As recommended by the Chief Risk Officer, the CMRC continued to focus its review on incentive-based compensation plans, which totaled 83 active non-salary plans for performance year 2022. All incentive plans categorizedwith payouts to active employees rated as highlow residual risk in 2020 risk reviewIn September 2020, the CMRC considered the annual risk review findings with AIG’s Chief Risk Officer to ensure compensation plans appropriately balance risk and reward. As recommended by AIG’s Chief Risk Officer, the CMRC continued to focus its review on incentive-based compensation plans, which totaled 88 active plans, of which 76 plans made payouts for performance year 2019.thean annual risk assessment to evaluate AIG’s activeof our incentive plans. AIG risk officers have assignedplans and assigns a risk rating of low, medium or high risk to each active incentive plan taking into account:that considers certain objectives and criteria, including:plan design or administrationof the plan may encourage excessive or unnecessary risk-taking;risk-takingbehavior;behaviorto lower risk (includingincluding deferrals, clawback conditions (see Clawback Policy below) and capped payouts); andpayouts to reduce riskpaymentsincentive awards are based on pre-established performance goals, including risk-adjusted metrics.metricsFor2020 annual risk review, ERM reviewed:Two legacy plans previously rated medium riskwere balanced and a random sample of 11did not promote excessive risk-taking. All plans previously rated low risk (there were no plans previously rated high risk);2019 incentive payouts versus 2018with payouts to identify any significant variability in payouts that may be indicative of plan features that encourage excessive risk-taking or fraudulent behavior; andIndividual performance goals for the senior executives under the CMRC’s purview to determine if goalsactive employees were set appropriately to avoid excessive risk taking.As a result of the review, no plans were categorizedrated as high risk and one legacy plan previously rated medium risk was assessed as low"low" risk. As part of this risk review, and as discussed with the CMRC, ERM concluded that AIG’s compensation policies and practices do not encourage unnecessary or excessive risk-taking and have the appropriate safeguards in place to discourage fraudulent behavior.94 2021 Proxy StatementExecutive Compensationthis policythese policies is to encourage sound risk management and individual accountability with respect to potentially risky behavior or misconduct, in accordance with our compensation principles of paying for performance and aligning the interests of our executives and employees with those of our shareholders.Financial Restatement Clawback Policy (approved in 2023) Covered
Employees•AllCovered
CompensationTriggering
EventsCMRC
AuthorityClawback Policy (amended in 2023) Covered
Employees•(clarified to include former officers in 2023)employeesemployee at Grade 27 and above, as determined by the CMRCCovered
Compensation••including time-based awards is subject to this clawback policy Triggering
Events•••AIG’sAIG's risk policies•CMRC
Authority••○government regulationThe CMRC will continue keep the Clawback Policy underwere required in 2023 based on a review to ensure it affords AIGof material risk events as part of the appropriate power.named executives,other executive officers, to further align their interests with those of shareholders and to provide a meaningful personal interest in sustainable value creation.Minimum Guidelines•5-timesfive times base salary•3-timesthree times base salary•theirthe officer's spouse•Earnedunvested share-based awards have not been deliveredRetention Requirement•50%50 percent of the shares of AIG Parent common stock received upon the exercise, vesting or payment of equity-based awards granted by AIG until minimum guidelineownership threshold level achievedPost-Employment
Requirement•theirthe stock ownership guidelines, including the applicable minimum guidelineretention requirements for six months after they cease to be an executive officer currently in compliance with our stock ownership guidelines.2021 Proxy Statement95Executive Compensation Report of the Compensation and Management Resources CommitteeAIG’san AIGa Company compensation or benefit plan or dividend distribution, no employee may acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, AIG’sour Insider Trading Policy prohibits executive officers and directors from pledging AIG securities. None of AIG’sour executive officers or directors have pledged any AIG’sAIG securities.AIG incentive plans thatin which our named executives participate in are “Non-GAAP“non-GAAP financial measures” under SEC rules and regulations.rules. Appendix A explains how these measures are calculated from our audited financial statements. retaining and motivating our employees with a compensation program that supports long-term value creation is in the best interests of our shareholders. In reaching decisions on executive compensation, the CMRC considers the tax and accounting consequences, including that compensation (including performance-based compensation) in excess of $1 million paid to covered executive officers in calendar year 20202023 generally will not be deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986 (the Code).REPORT OF THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEES-K with management.S-K. Based on suchthat review and discussions,discussion, the CMRC recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Form 10-K.American International Group, Inc.W. Don Cornwell (Chair)Henry S. MillerThomas F. MotamedTherese Chair
Diana M. VaughanMurphy
John G. Rice96 2021 Proxy Statement2023 Executive Compensation Executive Compensation 2020 CompensationSUMMARY COMPENSATION TABLEThe following tables contain information with respect to AIG’s named executives. As required by SEC rules, AIG’s named executives include the Chief Executive Officer, Chief Financial Officer and the three other most highly paid executive officers, who each served through the end of 2020.2020Name and Principal Position Year Salary ($) Bonus ($) Stock
Awards ($)(1)Option
Awards ($)(1)Non-Equity
Incentive Plan
Compensation ($)(2)Change in
Pension
Value ($)(3)All Other
Compensation ($)(4)Total ($) Brian Duperreault Chief Executive Officer(5) 2020 1,600,000 0 9,060,331 3,224,992 4,500,000 184,309 240,742 18,810,374 2019 1,600,000 — 8,613,966 2,799,997 5,920,000 178,306 257,368 19,369,637 2018 1,600,000 — 11,757,189 4,199,993 3,040,000 0 257,487 20,854,669 Mark D. Lyons Executive Vice President and Chief Financial Officer 2020 1,000,000 0 5,291,393 824,998 3,059,000 0 61,065 10,236,456 2019 1,000,000 — 2,845,654 924,997 2,924,000 0 60,479 7,755,130 2018 453,846 — 178,942 3,068,721 1,050,000 0 8,379 4,759,888 Peter Zaffino President and Global Chief Operating Officer(5) 2020 1,400,000 0 15,952,472 2,149,992 4,500,000 0 64,522 24,066,986 2019 1,365,386 2,396,867(6) 6,460,452 2,099,998 6,000,000 0 65,631 18,388,334 2018 1,250,000 2,396,867(6) 4,461,383 1,593,742 2,850,000 0 68,467 12,620,459 Douglas A. Dachille Executive Vice President and Chief Investment Officer 2020 1,250,000 0 2,985,016 1,062,500 3,300,000 1,090 67,661 8,666,267 2019 1,250,000 — 3,537,883 1,149,995 4,525,000 596 82,145 10,545,619 2018 1,192,308 — 4,461,383 1,593,742 2,375,000 385 84,578 9,707,396 Lucy Fato Executive Vice President,General Counsel & Global Head of Communications and Government Affairs 2020 930,000 0 3,741,505 987,497 2,869,000 0 64,188 8,592,190 Footnotes to 2020 Year 2023 1,500,000 — 10,359,302 3,499,989 9,000,000 — 258,645 24,617,936 2022 1,571,923 — 62,422,889 3,224,990 7,830,000 — 264,397 75,314,199 2021 1,482,693 — 9,379,956 2,874,994 8,000,000 — 167,577 21,905,220
Chief Financial Officer2023 975,000 125,000 (6) 3,063,217 599,990 2,850,000 — 45,367 7,658,574 2023 1,250,000 — 2,927,993 999,997 3,250,000 131,915 72,192 8,632,097 2022 1,250,000 — 5,141,177 — 2,400,000 — 90,420 8,881,597 2021 1,250,000 — 3,262,558 999,999 2,407,500 — 85,188 8,005,245 2023 1,000,000 — 2,941,641 999,999 4,250,000 — 33,213 9,224,853 2022 1,000,000 875,000 3,106,507 999,996 3,250,000 — 68,619 9,300,122 2021 1,000,000 875,000 3,568,446 1,093,739 4,750,000 — 62,717 11,349,902 2023 1,000,000 1,793,000 (6) 1,103,095 374,994 3,350,000 — 86,772 7,707,861 Former Executive Officers
Former Executive Vice President &
Chief Financial Officer2023 500,000 — 2,515,801 849,986 1,800,000 — 5,464,476 11,130,263 2022 1,000,000 500,000 2,174,514 699,997 3,000,000 — 189,106 7,563,617 2023 96,154 — — — — — 3,794,573 3,890,727 2022 1,000,000 — 5,614,780 824,984 — — 62,723 7,502,487 2021 1,000,000 — 3,364,565 1,031,250 3,300,000 — 61,373 8,757,188 2023 1,000,000 — 2,426,863 2,158,165 2,800,000 — 46,371 8,431,399 2022 1,000,000 — 5,614,780 824,984 3,100,000 — 63,536 10,603,300 2021 1,000,000 — 3,364,565 1,031,250 3,300,000 — 66,089 8,761,904 (1)2020 Amounts. The “Stock Awards” column represents the grant date fair value of (i) the 2020 PSUs based on target performance, which was the probable outcome of the performance conditions; and (ii) 2020 RSUs and off-cycle special 2020 RSUs granted to certain named executives that vest based on continued service through the performance period. See “Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.” The 2020 PSUs and 2020 RSUs, together with the 2020 stock options represented in the “Option Awards” column, comprise 2020 LTI awards and were granted under the LTI plan. The following table presents the grant date fair value of the 2020 PSUs at the target and maximum levels of performance:Name 2020 PSUs Target
($)2020 PSUs Maximum
($)Brian Duperreault 6,292,041 12,584,082 Mark D. Lyons 1,609,576 3,219,152 Peter Zaffino 4,194,704 8,389,408 Douglas A. Dachille 2,072,955 4,145,910 Lucy Fato 1,918,989 3,837,978 See “—DiscussionTableAnalysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards” for further information.Calculation. The amounts reported in the “Stock Awards” and “Option Awards”Option Awardsvaluevalues of awards(i) the 2023 PSUs based on target performance, which was the probable outcome of the performance conditions; (ii) the 2023 RSUs granted to certain named executives, including 2023 promotion RSUs granted to Ms. Purtill in connection with her appointment as permanent Chief Financial Officer; and (iii) the year,2023 stock options, each as further described under “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards” and determined in accordance with FASB ASCFinancial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, excluding the effect of estimated forfeitures. Ms. Fato’s 2023 stock options also include the incremental fair value remeasurement of outstanding options modified to provide an extension to the exercise period from three years to the remaining original contractual term of such options, pursuant to her Transition Agreement. The amount shown for the awards granted by AIG in 20202023 was calculated using the assumptions described in Note 2019 to the Consolidated Financial Statements included in AIG’s Annual Report on Form 10-K for the year ended December 31, 2020.2021 Proxy Statement97Name 2023 PSUs Target ($) 2023 PSUs Maximum ($) Peter Zaffino 10,359,302 20,718,605 Sabra Purtill 1,183,895 2,367,790 Kevin T. Hogan 1,973,162 3,946,307 David McElroy 1,973,162 3,946,307 Claude Wade 739,937 1,479,858 Former Executive Officers Shane Fitzsimons 2,515,801 5,031,586 Mark D. Lyons — — Lucy Fato 1,627,869 3,255,722 Name Total ($) Peter Zaffino 6,432 79,182 15,500 127,530 228,644 Sabra R. Purtill 3,410 — 5,223 — 8,633 Kevin T. Hogan 14,634 — — 27,585 42,219 David McElroy 3,213 — — — 3,213 Claude Wade 41,484 — 15,288 — 56,772 Former Executive Officers Shane Fitzsimons — 21,856 15,500 35,489 72,845 Mark D. Lyons — — — — — Lucy Fato 871 — 15,500 — 16,371 2020 2023Summary CompensationClawback. All awards represented in the “Stock Awards” and “Option Awards” columns are subject to clawback under the AIG Clawback Policy.(2)2020 Amounts. The amounts represent the awards earned under the STI plan for 2020 performance as determined by the CMRC in the first quarter of 2021. 100 percent of the award was vested and paid in February 2021. See “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Short-Term Incentive Awards” for further information.Clawback. All awards represented in the column are subject to clawback under the AIG Clawback Policy.(3)The amounts in this column represent the total change of the actuarial present value of the accumulated benefit, including any payments made during the year, under AIG’s defined benefit (pension) plans, including the Qualified Retirement Plan and the Non-Qualified Retirement Plan, as applicable. These Plans are described in “—Post-Employment Compensation—Pension Benefits.” Mr. Duperreault received payments totaling $85,102 during 2020 from the Qualified Retirement Plan.(4)Perquisites. This column includes the incremental costs of perquisites and benefits. The following table details the incremental cost to AIG of perquisites received by each named executive in 2020.PerquisitesName Personal Use
of Company
Pool Cars ($)(i)Personal Use
of Aircraft ($)(ii)Flexible Perquisite
Allowance ($)(iii)Other ($) Total ($) Brian Duperreault 358 179,455 35,000 0 214,813 Mark D. Lyons 136 0 35,000 0 35,136 Peter Zaffino 3,593 0 35,000 0 38,593 Douglas A. Dachille 6,732 0 35,000 0 41,732 Lucy Fato 3,259 0 35,000 0 38,259 (i)Includes the incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of company pool cars.(ii)Includes personal use by Mr. Duperreault and his spouse of AIG-owned corporate aircraft and corporate aircraft owned by a third-party vendor, calculated based on the aggregate incremental cost of the travel to AIG. For use of AIG-owned corporate aircraft, aggregate incremental cost is calculated based on the direct operating cost of the aircraft, including fuel, additives and lubricants, maintenance, airport fees and assessments, crew expenses and in-flight supplies and catering, as applicable. If an aircraft travels empty before picking up or after dropping off Mr. Duperreault or his spouse in connection with personal travel, the cost associated with this “deadhead” segment would be included in the incremental cost attributable to overall travel. For use of corporate aircraft owned by a third-party vendor, aggregate incremental cost is calculated based on the cost-per-flight-hour charge by the vendor as well as costs of fuel, taxes, crew expenses and airport fees and assessments, as applicable. The CMRC has approved an allowance for Mr. Duperreault’s personal use of corporate aircraft of up to $195,000 per calendar year (calculated based on the aggregate incremental cost to AIG).(iii)Reflects payment of the annual cash perquisite allowance of $35,000, which the CMRC approved when it eliminated perquisites such as financial and estate planning. All named executives are covered under the AIG Basic Group Life Insurance Plan. For group life insurance, the 2020 company-paid costs were $279 for each of the named executives.This column also includes matching contributions and non-elective company contributions made by AIG under its 401(k) plan in the amount of $25,650 for each of the named executives in 2020.AIG maintainsofficers of AIG and its subsidiaries.officers. The premium for this policy for the policy year ended September 22, 20202023 was approximately $18.3$17.2 million and for the policy year ending September 22, 20212024 is approximately $20.5$11.1 million.(5)Effective March 1, 2021, Mr. Zaffino became President and Chief Executive Officer and Mr. Duperreault became Executive Chair. Throughout 2020, Mr. Zaffino served as President and Global Chief Operating Officer. He also served as Chief Executive Officer, General Insurance until August 2020.(6)Represents the payment of both installments of Mr. Zaffino’s one-time, sign-on cash award paid in February 2018 and February 2019, respectively, in connection with his joining AIG in 2017. Payment of the award was made pursuant to Mr. Zaffino’s offer letter dated July 3, 2017.98 2021 Proxy Statement 2020 Compensation2020 GRANTS OF PLAN-BASED AWARDSTotal 2020 GrantsThe following table details all equity and non-equity plan-based awards granted to each of the named executives in 2020.2020
Under Non-Equity Plan Awards(1)Estimated Future
Payouts Under Equity
Incentive Plan Awards
(Performance Share Units)(2)All Other
Stock
Awards
(# of
AIG
Shares or
Units)(3)All
Other
Option
Awards
(# of
Securities
Underlying
Options)(4)Exercise
or Base
Price of
Option
Awards
($/Sh)(4)Grant Date
Fair Value
of Equity
Awards ($)(5)Name Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
($)Target
($)Maximum
($)Brian Duperreault 2020 STI 03/11/20 0 4,500,000 9,000,000 — — — — — — — 2020 PSUs 07/01/20 — — — 105,289 210,577 421,154 — — — 6,292,041 2020 RSUs 03/11/20 — — — — — — 85,362 — — 2,768,290 2020 Options 03/11/20 — — — — — — — 377,192 32.43 3,224,992 Mark D. Lyons 2020 STI 03/11/20 0 1,900,000 3,800,000 — — — — — — — 2020 PSUs 07/01/20 — — — 26,934 53,868 107,736 — — — 1,609,576 2020 RSUs 03/11/20 — — — — — — 21,837 — — 708,174 2020 Special RSUs 12/08/20 — — — — — — 75,244 — — 2,973,643 2020 Options 03/11/20 — — — — — — — 96,491 32.43 824,998 Peter Zaffino 2020 STI 03/11/20 0 3,000,000 6,000,000 — — — — — — — 2020 PSUs 07/01/20 — — — 70,193 140,385 280,770 — — — 4,194,704 2020 RSUs 03/11/20 — — — — — — 56,909 — — 1,845,559 2020 Special RSUs 12/08/20 — — — — — — 250,815 — — 9,912,209 2020 Options 03/11/20 — — — — — — — 251,461 32.43 2,149,992 Douglas A. Dachille 2020 STI 03/11/20 0 2,500,000 5,000,000 — — — — — — — 2020 PSUs 07/01/20 — — — 34,688 69,376 138,752 — — — 2,072,955 2020 RSUs 03/11/20 — — — — — — 28,124 — — 912,061 2020 Options 03/11/20 — — — — — — — 124,269 32.43 1,062,500 Lucy Fato 2020 STI 03/11/20 0 1,750,000 3,500,000 — — — — — — — 2020 STI 09/10/20 0 150,000 300,000 — — — — — — — 2020 PSUs 07/01/20 — — — 26,526 53,052 106,104 — — — 1,585,194 2020 PSUs 09/10/20 — — �� 5,950 11,900 23,800 — — — 333,795 2020 RSUs 03/11/20 — — — — — — 21,506 — — 697,440 2020 Special RSUs 9/10//20 — — — — — — 39,953 — — 1,125,076 2020 Options 03/11/20 — — — — — — — 95,029 32.43 812,498 2020 Options 09/10/20 — — — — — — — 25,510 28.16 174,999 (1)Amounts shown reflect the range of possible cash payouts under the STI plan for 2020 performance. Actual amounts earned, as determined by the CMRC (and, in the case of the award granted to Mr. Duperreault, as approved by the Board) in the first quarter of 2021, are reflected in the 2020 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information2021 Proxy Statement99
Under Non-Equity Plan Awards(1)
Equity Incentives Plan Awards
(# of AIG Shares or Units)(2)
Stock
Awards
(# of AIG
Shares or
Units)(3)
Option
Awards (# of Securities
Underlying
Options)(4)
or Base
Price of
Option
Awards
($/Sh)(4)
Fair Value
of Equity
Awards
($)(5)Name Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
(PSUs)Target
(PSUs)Maximum
(PSUs)Peter Zaffino 2023 STI 02/21/23 — 4,500,000 9,000,000 — — — — — — — 2023 PSUs 02/21/23 — — — 85,144 170,288 340,576 — — — 10,359,302 2023 Options 02/21/23 — — — — — — — 232,403 59.72 3,499,989 Sabra Purtill 2023 STI 02/21/23 — 1,700,000 3,400,000 — — — — — — — 2023 PSUs 02/21/23 — — — 9,730 19,461 38,922 — — — 1,183,895 2023 RSUs 02/21/23 — — — — — — 9,730 — — 581,076 06/19/23 — — — — — — 22,657 — — 1,298,246 2023 Options 02/21/23 — — — — — — — 39,840 59.72 599,990 Kevin T. Hogan 2023 STI 02/21/23 — 2,250,000 4,500,000 — — — — — — — 2023 AIG PSUs 02/21/23 — — — 16,217 32,435 64,870 — — — 1,973,162 02/21/23 — — — — — — 47,036 — — 954,831 02/21/23 — — — — — — — 162,074 20.30 999,997 David McElroy 2023 STI 02/21/23 — 2,500,000 5,000,000 — — — — — — — 2023 PSUs 02/21/23 — — — 16,217 32,435 64,870 — — — 1,973,162 2023 RSUs 02/21/23 — — — — — — 16,217 — — 968,479 2023 Options 02/21/23 — — — — — — — 66,401 59.72 999,999 Claude Wade 2023 STI 02/21/23 — 2,000,000 4,000,000 — — — — — — — 2023 PSUs 02/21/23 — — — 6,081 12,163 24,326 — — — 739,937 2023 RSUs 02/21/23 — — — — — — 6,081 — — 363,157 2023 Options 02/21/23 — — — — — — — 24,900 59.72 374,994 Shane Fitzsimons 2023 STI 02/21/23 — 900,000 1,800,000 — — — — — — — 2023 PSUs 02/21/23 — — — 20,677 41,355 82,710 — — — 2,515,801 2023 Options 02/21/23 — — — — — — — 56,440 59.72 849,986 Lucy Fato 2023 STI 02/21/23 — 1,900,000 3,800,000 — — — — — — — 2023 PSUs 02/21/23 — — — 13,379 26,759 53,518 — — — 1,627,869 2023 RSUs 02/21/23 — — — — — — 13,379 — — 798,994 2023 Options 02/21/23 — — — — — — — 54,780 59.72 824,987 09/01/23 — — — — — — — — — 1,333,178 20202023 Grants of Plan-Based Awardson the 2020 STI awards, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Short-Term Incentive Awards.”(2)Amounts shown reflect the potential range of 2020 PSUs that were granted and may be earned under the LTI plan. Actual amounts earned are based on achieving pre-established goals across three financial objectives over the 2020-2022 performance period. Results will be certified by the CMRC in the first quarter of 2023. For more information on the 2020 PSUs, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.” Holders of 2020 PSUs are also entitled to dividend equivalent rights in the form of additional 2020 PSUs beginning with the first dividend record date following the 2020 PSU grant date, which are subject to the same vesting and performance conditions as the related 2020 PSUs and are paid when such related earned shares of AIG common stock (if any) are delivered.(3)Amounts shown reflect the grant of 2020 RSUs made under the LTI plan, including transition and special awards granted to Messrs. Zaffino and Lyons and Ms. Fato. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards” and “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—Special Awards.” Holders of 2020 RSUs and 2020 Special RSUs are also entitled to dividend equivalent rights in the form of additional 2020 RSUs beginning with the first dividend record date following the applicable grant date, which are subject to the same vesting conditions as the related RSUs and are paid when such related shares (if any) are delivered.(4)Amounts shown reflect the grant of 2020 stock options made under the LTI plan. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.” Stock options granted in 2020 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant.(5)Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718 using the assumptions presented in Note 20 to the Consolidated Financial Statements in AIG’s 2020 Annual Report on Form 10-K.100 2021 Proxy StatementExecutive Compensation Holdings of and Vesting of Previously Awarded EquityHOLDINGS OF AND VESTING OF PREVIOUSLY AWARDED EQUITYOUTSTANDING EQUITY AWARDS AT DECEMBER202020202023 by each named executive were issued under the incentive plans and arrangements described below. Shares of AIG Parent common stock deliverable under AIG’s performance-based and time-vested equity and option awards will be delivered under the AIG 2013 Omnibus Plan except as otherwise described below.The following table sets forth outstanding equity-based awards held by each named executive as(2013 Plan) and the AIG 2021 Omnibus Plan (2021 Plan).December 31, 2020.Outstandingand Vesting of Previously Awarded Equity Awards at December 31, 2020 Stock Awards Option Awards (1) Unvested
(Not Subject to
Performance
Conditions) Equity Incentive
Plan Awards
(Unearned
and Unvested)Name Year
GrantedNumber
of Securities
underlying
Unexercised
Options
(Exercisable)Number
of Securities
underlying
Unexercised
Options
(Unexercisable)Equity
Incentive Plan
Awards
(Number of
Securities
underlying
Unexercised
and
Unearned
Options)Exercise
Price ($)Expiration
DateAward
Type (2)Number Market
Value ($)(3) Number Market
Value ($)(3)Brian Duperreault 2020 — 377,192 — 32.43 3/11/2030 2020 RSUs 89,086 3,372,795 — — 2019 — 343,980 — 44.28 3/18/2029 2020 PSUs — — 107,354 4,064,422 2018 — 351,170 — 55.94 3/14/2028 2019 RSUs 68,891 2,608,213 — — 2017 500,000 — 1,000,000 61.82 5/15/2024 2019 PSUs — — 68,890 2,608,175 2018 RSUs 76,954 2,913,478 — — 2018 PSUs 78,206 2,960,879 — — Total 313,137 11,855,365 176,244 6,672,597 Mark D. Lyons 2020 — 96,491 — 32.43 3/11/2030 2020 Special RSUs 75,874 2,872,589 — — 2019 — 113,636 — 44.28 3/18/2029 2020 RSUs 22,789 862,791 — — 2018 — 8,213 — 37.68 12/12/2028 2020 PSUs — — 27,462 1,039,711 2018 104,166 52,084 143,278 55.55 6/18/2025 2019 RSUs 22,758 861,617 — — 2019 PSUs — — 22,757 861,580 2018 RSUs 1,708 64,664 — — 2018 PSUs 1,453 55,010 — — Total 124,582 $4,716,671 50,219 1,901,291 Peter Zaffino 2020 — 251,461 — $32.43 3/11/2030 2020 Special RSUs 252,918 9,575,475 — — 2019 — 257,985 — $44.28 3/18/2029 2020 RSUs 59,391 2,248,543 — — 2018 — 133,256 — $55.94 3/13/2028 2020 PSUs — — 71,569 2,709,602 2017 333,000 — 667,000 $64.53 7/24/2024 2019 RSUs 51,667 1,956,112 — — 2019 PSUs — — 51,667 1,956,112 2018 RSUs 29,200 1,105,512 — — 2018 PSUs 27,748 1,050,539 — — Total 420,924 15,936,181 123,236 4,665,714 2021 Proxy Statement101Equity
Incentive
Plan Awards
(Number of
Securities
Underlying
Unexercised
and Unearned
Options)Stock Awards Number of
Securities
Underlying
Unexercised
Options
(Exercisable)Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
Awards (Unearned andName Year
Granted Exercise
Price
($)Expiration
DateNumber Market Value
($)Number
Value
($)(3)Peter Zaffino 2023 — 232,403 — 59.72 2/21/2033 2023 PSUs — — 255,432 17,305,518 2022 65,349 130,699 — 61.61 2/22/2032 2022 Special RSUs 890,717 60,346,076 — — 2021 — 245,726 — 44.10 2/22/2031 2022 RSUs 35,502 2,405,260 — — 2020 251,461 — — 32.43 3/11/2030 2022 PSUs — — 159,757 10,823,536 2019 257,985 — — 44.28 3/18/2029 2021 RSUs 67,967 4,604,764 — — 2018 133,256 — — 55.94 3/13/2028 2021 PSUs 244,732 16,580,593 — — 2017 333,000 — 667,000 64.53 7/24/2024 2020 Special RSUs 170,806 11,572,106 — — Total 1,409,724 95,508,799 415,189 28,129,054 Sabra R. Purtill 2023 — 39,840 — 59.72 2/21/2033 2023 Promotion RSUs 22,657 1,535,011 — — 2021 — 22,435 — 44.10 2/22/2031 2023 RSUs 9,730 659,207 — — 2020 21,929 — — 32.43 3/11/2030 2023 PSUs — — 29,191 1,977,690 2019 11,150 — — 57.89 9/19/2029 2022 CRBG RSUs 36,934 799,990 — — 2021 CRBG RSUs 63,302 1,371,121 — — Total 132,623 4,365,329 29,191 1,977,690 2023 — 162,074 — 20.30 2/21/2033 2023 PSUs — — 48,652 3,296,173 2021 — 85,470 — 44.10 2/22/2031 2022 PSUs — — 49,537 3,356,131 2020 116,959 — — 32.43 3/11/2030 2021 PSUs 85,124 5,767,151 — — 2019 122,850 — — 44.28 3/18/2029 2023 CRBG RSUs 47,036 1,018,799 — — 2018 125,418 — — 55.94 3/13/2028 2022 CRBG RSUs 85,235 1,846,190 — — 2021 CRBG RSUs 61,013 1,321,541 — — Total 278,408 9,953,681 98,189 6,652,304 David McElroy 2023 — 66,401 — 59.72 2/21/2033 2023 RSUs 16,217 1,098,701 — — 2022 20,263 40,527 — 61.61 2/22/2032 2023 PSUs — — 48,652 3,296,173 2021 — 93,482 — 44.10 2/22/2031 2022 RSUs 11,008 745,792 — — 2020 35,256 — — 30.71 8/13/2030 2022 PSUs — — 49,537 3,356,131 2020 70,175 — — 32.43 3/11/2030 2021 RSUs 25,857 1,751,811 — — 2019 12,500 — — 53.32 6/24/2029 2021 PSUs 93,104 6,307,796 — — 2019 53,746 — — 44.28 3/18/2029 Total 146,186 9,904,100 98,189 6,652,304 2018 31,362 — — 37.68 12/12/2028 Claude Wade 2023 — 24,900 — 59.72 2/21/2033 2023 RSUs 6,081 411,987 — — 2022 7,598 15,198 — 61.61 2/22/2032 2023 PSUs — — 18,244 1,236,031 2022 RSUs 4,128 279,672 — — 2022 PSUs — — 18,576 1,258,524 Total 10,209 691,659 36,820 2,494,555 Shane Fitzsimons 2023 56,440 — — 59.72 7/1/2026 2022 42,553 — — 61.61 7/1/2026 2021 42,735 — — 44.10 7/1/2026 2020 10,668 — — 29.77 7/1/2026 2020 32,163 — — 32.43 7/1/2026 2019 25,369 — — 57.39 7/1/2026 Lucy Fato 2023 — 54,780 — 59.72 2/21/2033 2023 RSUs 13,379 906,427 — — 2022 16,717 33,434 — 61.61 2/22/2032 2023 PSUs — — 40,138 2,719,349 2021 — 88,141 — 44.10 2/22/2031 2022 Special RSUs 33,025 2,237,443 — — 2020 25,510 — — 28.16 9/10/2030 2022 RSUs 9,082 615,305 — — 2020 95,029 — — 32.43 3/11/2030 2022 PSUs — — 40,867 2,768,739 2019 119,778 — — 44.28 3/18/2029 2021 RSUs 24,380 1,651,745 — — 2018 65,321 — — 55.94 3/13/2028 2021 PSUs 87,784 5,947,366 — — Total 167,650 11,358,286 81,005 5,488,088 Executive Compensation Holdings of and Vesting of Previously Awarded Equity Stock Awards Option Awards (1) Unvested
(Not Subject to
Performance
Conditions) Equity Incentive
Plan Awards
(Unearned
and Unvested)Name Year
GrantedNumber
of Securities
underlying
Unexercised
Options
(Exercisable)Number
of Securities
underlying
Unexercised
Options
(Unexercisable)Equity
Incentive Plan
Awards
(Number of
Securities
underlying
Unexercised
and
Unearned
Options)Exercise
Price ($)Expiration
DateAward
Type (2)Number Market
Value ($)(3) Number Market
Value ($)(3)Douglas A. Dachille 2020 — 124,269 — 32.43 3/11/2030 2020 RSUs 29,351 1,111,228 — — 2019 — 141,277 — 44.28 3/18/2029 2020 PSUs — — 35,368 1,339,032 2018 — 133,256 — 55.94 3/13/2028 2019 RSUs 28,294 1,071,210 — — 2019 PSUs — — 28,293 1,071,172 2018 RSUs 29,200 1,105,512 — — 2018 PSUs 26,970 1,021,084 — — Total 113,815 4,309,034 63,661 2,410,204 Lucy Fato 2020 — 25,510 — 28.16 9/10/2030 2020 Special RSUs 34,669 1,312,568 — — 2020 — 95,029 — 32.43 3/11/2030 2020 RSUs 28,511 1,079,426 — — 2019 — 119,778 — 44.28 3/18/2029 2020 PSUs — — 33,112 1,253,620 2018 — 65,321 — 55.94 3/13/2028 2019 RSUs 23,988 908,185 — — 2019 PSUs — — 23,987 908,147 2018 RSUs 14,314 541,928 — — 2018 PSUs 12,186 461,361 — — Total 113,668 4,303,468 57,099 2,161,767 (1)Stock Options. Stock options granted in 2020 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant. All of the stock options granted in 2020 will vest in full in January 2023 and have a 10-year term from the date of grant.2019all years have an exercise price equal to the closing price of the underlying shares of AIG Parent common stock on the NYSE on the date of grant, and with the exception of Mr. Zaffino's options as detailed below, have a ten-year term from the date of grant. All of the stock options granted in 20192023 vested as to one-third on February 21, 2024 and will vest as to one-third on each of February 21, 2025 and February 21, 2026. All of the stock options granted in 2022 vested as to one-third on each of February 22, 2023 and February 22, 2024 with the remaining vesting on February 22, 2025. All of the stock options granted in 2021 vested in full in January 2022 and have a 10-year term from2024. All of the date of grant.Stockstock options granted in 2020, 2019 and 2018 fully vested in January 2023, 2022 and 2021, respectively.the underlying shares of AIG Parent common stock on the NYSE on the date of grant (except Mr. Duperreault’sand vest as follows:have the same exercise price as those granted to other named executives in March 2018, but were granted one day later after ratification by the Board). All of the stock options granted in 2018 (except for Mr. Lyons’ sign-on award stock options as described below) fully vested in January 2021 and have a 10-year term from the date of grant.Each of Messrs. Duperreault, Lyons and Zaffino received a one-time, sign-on award of stock options upon joining AIG. Each of these options has a seven-year term and has an exercise price equal to the closing sale price of AIG common stock on the NYSE on the date of grant. For Mr. Duperreault, his sign-on stock options to purchase 1,500,000333,000 shares of AIG common stock have a grant date of May 15, 2017 and vest as follows:Stock options for 500,000 shares of AIGParent common stock vested in equal, annual installments on each of the first three anniversaries of the grant date;300,000200,000 shares of AIG Parent common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $70.99, but in no event will these stock options vest faster than in equal, annual installments on each of the first three anniversaries of the grant date;Stock options for 300,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $80.99; andStock options for 400,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $90.99.For Mr. Lyons, his sign-on stock options to purchase 299,528 shares of AIG common stock have a grant date of June 18, 2018 and vest as follows:Stock options for 156,250 shares of AIG common stock vest in equal, annual installments on each of the first three anniversaries of the grant date;102 2021 Proxy StatementExecutive Compensation Holdings of and Vesting of Previously Awarded EquityStock options for 47,594 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $65.55, but in no event will these stock options vest faster than in annual installments on each of the first three anniversaries of the grant date;Stock options for 46,904 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $75.55; andStock options for 48,780 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $85.55.For Mr. Zaffino, his sign-on stock options to purchase 1,000,000 shares of AIG common stock have a grant date of July 24, 2017 and vest as follows:Stock options for 333,000 shares of AIG common stock vested in equal, annual installments on each of the first three anniversaries of the grant date;Stock options for 200,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIGParent common stock on the NYSE is at least $74.53, but in no event will these stock options vest faster than in equal, annual installments on each of the first three anniversaries of the grant date;The sign-on stockwere granted under the 2013 Plan, except 500,000 stockaccelerated upon his separation on July 1, 2023 and remain exercisable for three years from such date.
Vesting of Ms. Fato's options grantedwill accelerate upon her termination and will remain exercisable for their respective full scheduled term, pursuant to Mr. Duperreault, which were granted as an “employment inducement award” under NYSE Listing Rule 303A.08, as approved by the Board, and are otherwise governed by the 2013 Plan. The 500,000 stock options granted outside of the 2013 Plan consist of 100,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $80.99, and 400,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $90.99, each as described above.(2)Performance Share Units.inas further described below. Such rights are only payable if and to the form of additionalextent that the related PSUs are earned and vested. PSU grant date, which are subject to the same vesting and performance conditions as the related 2023, 2022 and 2021 PSUs and are paid in cash if and when such related earned shares of AIG Parent common stock (if any) are delivered. The 2018 PSU amounts earned as shown above include the additional PSUs accrued in respect of dividend equivalent rights. 2020 and 2019 PSU amounts also include the additional PSUs accrued in respect ofNo dividend equivalent rights assuming threshold payout.20202023 and 20192022 PSUs are shown at thresholdstretch payout. Whether the 20202023 or 20192022 PSUs (and related dividend equivalents)equivalent rights) will be earned at the level shown or a different level, or at all, depends on AIGAIG's performance against metrics over a three-year performance period. Once earned, 2020the 2023 and 20192022 PSUs (and related dividend equivalents)equivalent rights) will vest on January 1, 20232026 and January 1, 2022,2025, respectively. TheFor Ms. Fato, all outstanding PSUs will vest upon termination pursuant to her Transition Agreement and any earned 2018 PSUs vested on January 1, 2021. Actual amounts earned for the 2018 PSUs were determined by the CMRC in the first quarter of 2021 and 2018 PSUs are shown at actual payout, net of tax withholding.Restricted Stock Units.All 2020 and 2019 RSUsshares (and related dividend equivalents) grantedequivalent rights) will be delivered following adjudication.our named executives will vestthe extent that the related RSUs vest.fullequal installments on January 1,each of February 21, 2025 and February 21, 2026. All 2022 RSUs vested as to two-thirds of such RSUs on February 22, 2023 and January 1, 2022, respectively, andFebruary 22, 2024 with the 2018remaining RSUs (and related dividend equivalents)vesting on February 22, 2025. All 2021 RSUs granted to our named executives vested in full on January 1, 2021.equivalent rights in the form of additional RSUs beginning with the first dividend record date following the applicablerespective RSU grant date,dates, which are subject to the same vesting conditions as the related 2023, 2022 and 2021 RSUs and are paid in cash if and when such related shares of AIG Parent common stock (if any) are delivered. TheNo dividend equivalent rights are included in the 2023, 2022 and 2021 RSU amounts as shown above include the additional RSUs accrued in respect of dividend equivalent rights.one-timea grant made in 2020 to Mr. Zaffino which vested (along with related dividend equivalent rights) as to one-third of such RSUs on December 8, 2023 with the remaining RSUs vesting in equal one-third installments on December 8, 2024 and December 8, 2025.executives during 2020.executives. The 20202022 Special RSUs granted to Mr. Zaffino (and related dividend equivalent rights) will cliff vest in full on November 10, 2027. As to Ms. Fato's 2022 Special RSUs (and related dividend equivalents) granted to Mr. Lyonsequivalent rights), one-third vested on each of February 22, 2023 and February 22, 2024. The final one-third will vest on December 8, 2023. upon her termination pursuant to her Transition Agreement.2020 Special2023 Promotion RSUs (and related dividend equivalents) grantedreflect grants made in 2023 to Mr. ZaffinoMs. Purtill which will vest in equal one-third installments on each of June 19, 2024, June 19, 2025 and June 19, 2026.8, 2023; December 8, 2024;29, 2023 of $67.75 and December 8, 2025. The 2020 Special RSUs (and related dividend equivalents)$21.66 per share, respectively.Ms. Fato will vest fifty percentMr. Hogan in 2023 were issued by Corebridge. In connection with the Corebridge initial public offering (IPO), Mr. Hogan’s (i) outstanding AIG RSUs converted into RSUs with respect to shares of Corebridge common stock, and (ii) 2021, 2022 and 2023 PSUs remain outstanding and eligible to be settled in AIG Parent common stock.September 10, 2021July 1, 2023. Mr. Lyons does not have any outstanding equity because all outstanding equity-based awards were forfeited upon his separation from AIG on January 24, 2023.fifty percent on September 10, 2022. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—Special Awards.”(3)Based on the closing sale price of AIG common stock on the NYSE on December 31, 2020 of $37.86 per share.2021 Proxy Statement103Executive Compensation Post-Employment CompensationVESTING OF STOCK-BASED AWARDS DURING 2020The following table sets forth the amounts realized in accordance with SEC rules by each named executive as a resultVesting of the vesting of stock-based awards in 2020. Stock-Based Awards During 202320202023 by any of the named executives.2020 Vesting of Stock-Based Awards Vested in 2020 Name Number of Shares
Acquired on VestingValue Realized on
Vesting ($)Brian Duperreault(1) 59,357 3,072,318 Mark D. Lyons — — Peter Zaffino(1) 21,326 1,103,834 Douglas A. Dachille(1)(2) 25,953 1,343,327 Lucy Fato(1) 12,386 641,099 (1)Represents the 2017 RSUs that vested in January 2020 (based on the value of the underlying shares of AIG common stock on the vesting date).(2)Represents the final tranche of the earned 2015 PSUs that vested in January 2020 (each Vested in 2023(1)Name Number of Shares
Acquired on VestingValue Realized on
Vesting ($)Peter Zaffino 414,606 26,272,911 Sabra R. Purtill 71,375 1,439,339 Kevin T. Hogan 231,716 9,672,231 David McElroy 100,956 6,340,667 Claude Wade 12,863 804,783 Former Executive Officers Shane Fitzsimons 167,022 9,926,708 Mark D. Lyons 23,086 1,452,802 Lucy Fato 166,198 10,411,052 the value of the underlying shares of AIG common stock on the vesting date).PENSION BENEFITSdoesParent's closing price (and Corebridge's closing price for Ms. Purtill's and Mr. Hogan's RSUs) on the applicable vesting date.(pension) plans.pension plans in the United States. Effective January 1, 2016, benefit accruals under AIG’sour Qualified Retirement Plan and Non-Qualified Retirement Plan (the Plans) were frozen. At that time, the Plans were closed to new participants and existingactive participants ceased to accrue additional benefits after December 31, 2015. However, as described below, interest credits continue to accrue on existing cash balance accounts, and active participants continue to be able to earn service credits for purposes of vesting and early retirement eligibility subsidies.6six percent of a Plan participant’s annual pensionable compensation, and annual interest credits. Pensionable compensation under the cash balance formula included base salary, commissions, overtime and annual STI awards, with the Qualified Retirement Plan subject to IRS compensation limits and the Non-Qualified Retirement Plan subject to an annual compensation limit of $1,050,000 in 2015. The Non-Qualified Retirement Plan provides a benefit equal to the portion of the benefit that is not permitted to be paid from the Qualified Retirement Plan due to IRS limits. Pay credits ceased under the Plans on December 31, 2015, but annual interest credits continue (2.19(4.02 percent in 2020,2023, based upon the 30-year long-term Treasury rate). This rate is adjusted annually on January 1.Mr. Duperreault will receive his benefit under the final average pay formula for service accrued during his prior period of employment ending in 1994. Mr. Dachille will receive a benefit under the Plans’ cash balance formula. The Plans’ final average pay formula ranges from 0.925 percent to 1.425 percent times average final salary for each year of credited service accrued since April 1, 1985 up to 44 years through December 31, 2015 and 1.25 percent to 1.75 percent times average final pay for each year of credited service accrued prior to April 1, 1985 up to 40 years. For participants who retire2012 are payable as an annuity and benefits accrued on or after the normal retirement age of 65, the retirement benefit is actuarially increased to reflect the later benefit commencement date. In the case of the Qualified Retirement Plan, participants vest after three years of service and, in the case of the Non-Qualified Retirement Plan, participants vest once they attain either (1) age 60 with five or more years of service or (2) age 55 with ten or more years of service.104 2021 Proxy StatementExecutive Compensation Post-Employment CompensationThese benefits are available to all vestedActively employed participants in the Qualified Retirement Plan. The Non-Qualified Retirement Plan provides reducedPlans continue to receive service credit on and after the freeze date in determining age and length of service for early retirement benefits to participants who have reached age 55 with ten or more years of service or to participants who have reached age 60 with five or more years of service. The early retirement reduction factors in the Non-Qualified Retirement Plan are based upon age as of the retirement datesubsidies and years of credited service. vesting purposes.participants in the Plans under the final average pay formula, participants in the Plans will receive the plan formula benefit projected to normal retirement at age 65 (using average final salary as of the date of early retirement), but prorated based on years of actual service, then reduced by 3, 4three, four or 5five percent (depending on age and years of credited service at retirement) for each year that retirement precedes age 65. ParticipantsMr. Hogan is eligible for early retirement benefits on his final average pay benefit accrual under the Plans reflecting the five percent reduction.continue to receive the value of their cash balance account as of the date of early retirement.on and after the freeze date in determining age and lengthfor purposes of serviceearly retirement at that time. Mr. Hogan is eligible for early retirement subsidies and vesting purposes. Participants inbenefits on his final average pay benefit accrual under the Qualified Retirement Plan with at least three years of service to AIG have a vested reduced retirement benefit pursuant to which, inPlans reflecting the case of termination of employment prior to reaching age 65, such participants may elect to receive a reduced early retirement benefit commencing at any date between their date of termination and age 65.service credit in determining age and length of service for early retirement subsidies and vesting purposes for a maximum of three additional years and participants whose benefit is determined under the cash balance formula continue to receive interest credits to their cash balance account up to the date they commence their benefit.2020pension plansPlans in which each named executive participates. In accordance with SEC rules, these accumulated benefits are presented as if they were payable upon the named executive’s normal retirement at age 65 or current age if older. However, it is important to note that the benefits shown for theName Plan Name Kevin T. Hogan Qualified Retirement Plan 25.917 $734,245 $0 Non-Qualified Retirement Plan 25.917 $893,505 $0 Total $1,627,750 $0 are at least partially unvestedother than Mr. Hogan, joined AIG after the Plans were frozen. Mr. Hogan had 34.50 years of service with AIG and could be received at lower levels due to reduced benefits or forfeited entirely if the named executive does not continue to work at AIG for the next several years.As of year-end 2020, Mr. Dachille was vested in the Qualified Retirement Plan and eligible to commence benefits under such Plan early. Mr. Duperreault was also vested in his Qualified Retirement Plan benefit and elected to commence his benefit under such Plan in September 2017. In addition,Corebridge as of year-end 2020, December 31, 2023.Duperreault was eligible for normal retirement benefits and Mr. Dachille was eligible for early retirement benefits under the Non-Qualified Retirement Plan.2021 Proxy Statement105Executive Compensation Post-Employment Compensation2020 Pension BenefitsName Plan Name Years of
Credited
Service(1)Present
Value of
Accumulated
Benefit ($)(2)Payments
During 2020 ($)Brian Duperreault Qualified Retirement Plan 18.75 1,244,284 85,102 Non-Qualified Retirement Plan 18.75 248,129 0 Total 1,492,413 85,102 Mark D. Lyons Qualified Retirement Plan 0 0 0 Non-Qualified Retirement Plan 0 0 0 Total 0 0 Peter Zaffino Qualified Retirement Plan 0 0 0 Non-Qualified Retirement Plan 0 0 0 Total 0 0 Douglas A. Dachille Qualified Retirement Plan 0.333 17,859 0 Non-Qualified Retirement Plan 0.333 2,536 0 Total 20,395 0 Lucy Fato Qualified Retirement Plan 0 0 0 Non-Qualified Retirement Plan 0 0 0 Total 0 0 (1)The named executives had the following years of service with AIG as of December 31, 2020: Mr. Duperreault—25.083; Mr. Lyons—5.500; Mr. Zaffino—3.500; Mr. Dachille—5.333; and Ms. Fato—3.25.Mr. Duperreault. Mr. DuperreaultHogan has 6.3338.583 fewer years of credited service under the Plans than actual service underwith AIG and Corebridge because the Qualified Retirement PlanPlans were frozen on January the Non-Qualified Retirement Plan because at the time he was originallyinitially hired, the Qualified Retirement Plan was contributoryemployees were required to wait one year after commencing employment with AIG before becoming participants in these Plans and employees received creditedcredit for service when they beganretroactive to contribute to the Qualified Retirement Plan.six months of employment. Mr. DuperreaultHogan was employed by AIG starting on May 1, 1973 but did not beginfrom September 1984 to contribute to the Qualified Retirement Plan until January 1, 1976. HeNovember 2008 and accrued pension benefits under the Qualified Retirement Plan and the Non-Qualified Retirement PlanPlans during his employment until his resignation from AIG in September 1994.this employment. Mr. DuperreaultHogan did not receive a distribution from the Qualified Retirement Plan or the Non-Qualified Retirement PlanPlans at the time of his resignationinitial resignation. Upon his rehire in September 1994. Mr. Duperreault was vested in his Qualified Retirement PlanOctober 2013, benefit ataccruals commenced immediately under the time of his resignation in September 1994Plans calculated under the cash balance formula, and elected to commence this benefit in September 2017. He has not received a distribution from the Non-Qualified Retirement Plan. Pursuantprior service, pursuant to the terms of thesethe Plans, prior service iswas recognized for vesting and eligibility to participate. Therefore, upon rejoining AIG in May 2017, his prior service was recognized for vesting purposes under the Qualified and Non-Qualified Retirement Plans. Mr. Duperreault’s credited service under the Non-Qualified Retirement Plan is equal to his credited service under the Qualified Retirement Plan because he was not an employee during the time period in which the freeze on service accrual in the Non-Qualified Retirement Plan was applicable. Benefit accruals did not commence for Mr. Duperreault when he rejoined AIG as the Plans were frozen effective January 1, 2016.Mr. Lyons. Mr. Lyons has 5.5 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because Mr. Lyons’ actual years of service reflect his prior period of employment from February 1983 to December 1985, as well as his service after he rejoined AIG in June 2018. During his prior period of employment, he received a $745 lump sum cash-out from a prior contributory qualified pension plan and accrued a small benefit under the Qualified Retirement Plan with respect to his service from April 1985 through December 1985. When Mr. Lyons terminated employment in December 1985, he did not meet the vesting requirements under the Qualified Retirement Plan and did not participate in the Non-Qualified Retirement Plan because it did not exist at that time. Mr. Lyons was not eligible to participate in the Qualified Retirement Plan or the Non-Qualified Retirement Plan when he rejoined AIG in June 2018 because both Plans were frozen.Mr. Zaffino. Mr. Zaffino has 3.5 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because he is not a participant in either Plan because he joined AIG after the Plans were frozen effective January 1, 2016.Mr. Dachille. Mr. Dachille has 5 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because thepurposes. The Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. Mr. Dachille becameparticipantlife annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 20 to the Consolidated Financial Statements included in AIG’s 2023 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is 4.98 percent for the Qualified Retirement Plan andPlan. The discount rate assumption is 4.94 percent for the Non-Qualified Retirement Plan in September 2015 upon joining AIG. He participates inPlan. The mortality assumptions are based on the Qualified Retirement and Non-Qualified Retirement Plans underPri-2012 annuitant white collar mortality table projected using the cash balance formula.2020 AIG recognizes prior service by Mr. Dachille to First Principlesimprovement scale.purposes of determining vesting and eligibility pursuant to the terms of AIG’s acquisition of First Principles.Ms. Fato. Ms. Fato has 3.25 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because she is not a participant in either Plan because she joined AIG after the Plans were frozen effective January 1, 2016.106 2021 Proxy StatementExecutive CompensationPotential Payments on Termination(2)The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, 2020 (the pension plan measurement date for purposes of AIG’s financial statement reporting). The actuarial present values of the accumulated benefits under the Plans are calculated based on payment of a life annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 21 to the Consolidated Financial Statements included in AIG’s 2020 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is 2.28 percent for the Qualified Retirement Plan. The discount rate assumption is 2.20 percent for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale.NONQUALIFIED DEFERRED COMPENSATIONNone of the named executive officers participate in a nonqualified deferred compensation plan.POTENTIAL PAYMENTS ON TERMINATIONEXECUTIVE SEVERANCE PLANAIG maintains the 2012 Executive Severance Plan (2012 ESP) for AIG executives, in grade level 27 or above, including the named executives. 2012 ESP provides for severance payments and benefits upon a termination by AIGthe Company without “Cause” or by a qualifying executive (including all of the participating named executives) for “Good Reason,” including, for qualifying executives, after a “ChangeReason” (as such terms are defined in Control.”the ESP). In the event of a qualifying termination, subject to the participant’s timely execution and non-revocation of a release of claims and agreement to abide by certain restrictive covenants, a participant is generally eligible to receive:SeverancenFor qualifying terminations not in connection with a Change in Control (as such term is defined in the ESP), severance in an amount equal to the product of a multiplier1.5 times the sum of base salary and the average amount of STI paid for the preceding three completed calendar years. The multiplier is either 1 or 1.5 depending on the executive’s grade level and increases to 1.5 or 2 forFor qualifying terminations within two years following a Change in Control. EachControl, enhanced severance in an amount equal to the product of 2 times the named executives is eligiblesum of base salary and the greater of (i) the average amount of STI paid to the executive for the higher multipliers; andpreceding three completed calendar years, or (ii) the executive’s target STI for the most recently completed calendar year preceding the termination year.2012 ESP, each participant is generally prohibited from:are competitivecompete with AIGthe Company for a period of six months after termination;terminationAIG’sour business relationships with customers, suppliers or consultants for a period of six months after termination;terminationhiring AIGparticipating in the solicitation or recruitment of our employees for a period of one year after termination; andterminationAIG’sour confidential information at any time following termination.2021 Proxy Statement107Executive Compensation Potential Payments on TerminationDefinitions2012 ESP:“Cause” generally means○the participant’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (1) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (2) on a felony charge or (3) on an equivalent charge to those in clauses (1) and (2) in jurisdictions which do not use those designations;○the participant’s engagement in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act);○the participant’s violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which AIG or any of its subsidiaries or affiliates is a member; or○the participant’s material violation of AIG’s codes of conduct or any other AIG policy as in effect from time to time.“ChangeTransition Agreement, Ms. Fato continued to receive her base salary in Control” generally means○individuals who, on the effective date of the 2012 ESP, constitute the Board of Directors of AIG (or subsequent directors whose election or nomination was approved by a vote of at least two-thirds of such directors, including by approval of the proxy statement in which such person is named as a nominee for director) cease for any reason to constitute at least a majority of the Board;○any person is or becomes a beneficial owner of 50 percent or more of AIG’s voting securities (for this purpose, person is as defined in Section 3(a)(9) of the Exchange Act2023 and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act);○consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving AIG that results in any person becoming the beneficial owner of 50 percent or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such transaction;○a sale of all or substantially all of AIG’s assets; or○AIG’s stockholders approve a plan of complete liquidation or dissolution of AIG.“Good Reason” generally means a reduction2023 STI award of more than 20 percent$2,800,000. For 2024, Ms. Fato received her base salary through her separation date of March 31, 2024 and a 2024 LTI award of $3,300,000 consisting of 50% PSUs and 50% RSUs. She will also be eligible to receive severance payments and benefits under the ESP. Ms. Fato’s outstanding equity awards will vest and be delivered in accordance with the participant’s annual target direct compensation.TREATMENT OF LTI AWARDS2018, 2019 and 2020 stock options, as applicable, in certain termination scenarios.2012 ESP, as set forth above)), voluntary termination with Good Reason (following a Change in Control only), retirement or disability, the participant’s outstanding LTI awards will vest. Earned PSUs will be determined based on actual performance for the whole performance period. 2018, 2019 and 2020Outstanding stock options will remain exercisable for three years after termination (or retirement or disability). or for the remaining contractual term of the option (if earlier) in the case of (i) retirement, or (ii) following a Change in Control, a participant’s involuntary termination without Cause or voluntary termination with Good Reason. The earned amount of PSUs and full amount of 2019 and 2020 RSUs will be delivered on the normal settlement schedule. Retirement requires attainment of age 60 with five years of service or attainment of age 55 with ten years of service. Pursuant to Mr. Duperreault’s 2017 offer letter, all annual equity awards granted to him provide for retirement eligibility beginning on May 14, 2020, the third anniversary of the effective date of his offer letter.asuch performance period or involuntary termination without Cause within 24 months following a Change in Control (defined in the same manner as in the 2012 ESP as set forth above) during a performance period, an amount equal to the participant’s target amount of PSUs (unless the CMRC determines to use actual performance through the date of the Change in Control) and the full amount of 2019 and 2020 RSUs will vest and be delivered to the participant by the later of the end of the calendar year or two and a half months following death or termination. 2018, 2019 and 2020108 2021 Proxy StatementExecutive Compensation Potential Payments on Termination2018, 2019 or 2020outstanding stock options remain exercisable after the initial ten-year expiration date.SUBSEQUENT AMENDMENT OF THE 2012 ESP AND LTI PLANOn February 16, 2021, the CMRC approved the amendment and restatement of the 2012 ESP and the LTI plan to, among other things, effect certain changes to the severance opportunities andLTIMr. Zaffino’s outstanding equity awards in the eventupon his termination of a Change in Control.As a result of the amendment and restatement of the 2012 ESP:•Going forward, in the event of a covered termination within 24 months following a Change in Control, with respect to the STI portion of their severance, a participant will receive an enhanced proration formula, as well as an adjustment to the calculation of the payment amount equal to the greater of actual performance and target.•In the event of a Change in Control, the definition of Good Reason shall also mean (1) a material diminution in the authority, duties or responsibilities, (2) relocation of greater than 50 miles, or (3) change in reporting for Executive Vice Presidents and above.As a result of the amendment and restatement of the LTI plan, in the event of a termination for Good Reason following a Change in Control, the participant’s outstanding LTI awards will vest in the same manner as in the case of an involuntary termination without Cause, retirement or disability asemployment is described above underin “—Treatment of LTI Awards,Zaffino Employment Agreement—Severance Benefits.” except that under a covered termination following a Change in Control or retirement, stock options will remain exercisable for the remaining life of the option.As these amendments to the 2012 ESP and LTI plan were made subsequent to December 31, 2020, the as of date of the compensation tables in this Proxy Statement, the amounts shown under “—Benefits—Termination Payments and Benefits for the Named Executive Officers as of December 31, 2020” do not reflect these amended provisions.2021 Proxy Statement109Executive CompensationPotential Payments on TerminationQUANTIFICATION OF TERMINATION PAYMENTS AND BENEFITS20202023 under the circumstances indicated (including following a Change in Control).2020Name Annual
Short-Term
Incentive ($)(1)Severance
($)(2)Medical
and Life
Insurance ($)(3)Pension
Plan
Credit ($)(4)Unvested
Options ($)(5)Unvested
Stock
Awards ($)(6)Total ($) Brian Duperreault By AIG for “Cause” 0 0 0 0 0 0 0 By AIG w/o “Cause” 4,500,000 7,946,667 40,000 0 2,048,153 27,542,263 42,077,083 By Executive w/o Good Reason 0 0 0 0 0 0 0 By Executive with Good Reason 4,500,000 7,946,667 40,000 0 0 0 12,486,667 Qualifying Termination following a Change in Control(7) 4,500,000 10,595,555 40,000 0 2,048,153 27,542,263 44,725,971 Death 4,500,000 0 0 0 2,048,153 28,066,678 34,614,831 Disability(8) 4,500,000 0 0 0 2,048,153 27,542,263 34,090,416 Retirement 4,500,000 0 0 0 2,048,153 27,542,263 34,090,416 Mark D. Lyons By AIG for “Cause” 0 0 0 0 0 0 0 By AIG w/o “Cause” 2,042,500 4,480,500 40,000 0 525,424 8,582,069 15,670,493 By Executive w/o Good Reason 0 0 0 0 0 0 0 By Executive with Good Reason 2,042,500 4,480,500 40,000 0 0 0 6,563,000 Qualifying Termination following a Change in Control(7) 2,042,500 5,974,000 40,000 0 525,424 8,582,069 17,163,993 Death 1,900,000 0 0 0 525,424 8,593,690 11,019,114 Disability(8) 2,042,500 0 0 0 525,424 8,582,069 11,149,993 Retirement 0 0 0 0 0 0 0 Peter Zaffino By AIG for “Cause” 0 0 0 0 0 0 0 By AIG w/o “Cause” 3,000,000 7,950,000 40,000 0 1,365,433 26,229,286 38,584,719 By Executive w/o Good Reason 0 0 0 0 0 0 0 By Executive with Good Reason 3,000,000 7,950,000 40,000 0 0 0 10,990,000 Qualifying Termination following a Change in Control(7) 3,000,000 10,600,000 40,000 0 1,365,433 26,229,286 41,234,719 Death 3,000,000 0 0 0 1,365,433 26,428,287 30,793,720 Disability(8) 3,000,000 0 0 0 1,365,433 26,229,286 30,594,719 Retirement 0 0 0 0 0 0 0 Douglas A. Dachille By AIG for “Cause” 0 0 0 552 0 0 552 By AIG w/o “Cause” 2,687,500 6,425,000 40,000 552 674,781 10,120,538 19,948,371 By Executive w/o Good Reason 0 0 0 552 0 0 552 By Executive with Good Reason 2,687,500 6,425,000 40,000 552 0 0 9,153,052 Qualifying Termination following a Change in Control(7) 2,687,500 8,566,667 40,000 552 674,781 10,120,538 22,090,038 Death 2,500,000 0 0 552 674,781 10,319,538 13,494,871 Disability(8) 2,687,500 0 0 0 674,781 10,120,538 13,482,819 Retirement 2,687,500 0 0 552 674,781 10,120,538 13,483,371 110 2021 Proxy StatementName
Term Incentive
($)(1)
($)(2)
Insurance ($)(3)
Credit ($)(4)
Options ($)(5)
Stock Awards
($)(6)Total ($) Peter Zaffino By AIG for “Cause” — — — — — — — By AIG w/o “Cause” 6,615,000 12,415,000 40,000 — 8,480,108 116,685,873 144,235,981 By Executive w/o "Good Reason" — — — — — — — By Executive with "Good Reason" 6,615,000 12,415,000 40,000 — 8,480,108 116,685,873 144,235,981 6,615,000 16,553,333 40,000 — 8,480,108 116,685,873 148,374,314 Death 4,500,000 — — — 8,480,108 107,911,007 120,891,115 Disability 6,615,000 — — — 8,480,108 116,685,873 131,780,981 — — — — — — — Sabra R. Purtill By AIG for “Cause” — — — — — — — By AIG w/o “Cause” 2,499,000 3,272,750 40,000 — 850,503 6,113,991 12,776,244 By Executive w/o "Good Reason" — — — — — — — By Executive with "Good Reason" 2,499,000 3,272,750 40,000 — — — 5,811,750 2,499,000 5,400,000 40,000 — 850,503 6,113,991 14,903,494 Death 1,700,000 — — — 850,503 6,113,991 8,664,494 Disability 2,499,000 — — — 850,503 6,113,991 9,463,494 — — — — — — — Kevin T. Hogan By AIG for “Cause” — — — 61,143 — — 61,143 By AIG w/o “Cause” 3,127,500 5,437,500 40,000 61,143 2,241,786 15,515,270 26,423,199 By Executive w/o "Good Reason" — — — 61,143 — — 61,143 By Executive with "Good Reason" 3,127,500 5,437,500 40,000 61,143 — — 8,666,143 3,127,500 7,250,000 40,000 61,143 2,241,786 15,515,270 28,235,699 Death 2,250,000 — — — 2,241,786 12,463,149 16,954,935 Disability 3,127,500 — — — 2,241,786 15,515,270 20,884,556 3,127,500 — — 61,143 2,241,786 15,515,270 20,945,699 David McElroy By AIG for “Cause” — — — — — — — By AIG w/o “Cause” 3,750,000 7,125,000 40,000 — 2,992,885 14,996,223 28,904,108 By Executive w/o "Good Reason" — — — — — — — By Executive with "Good Reason" 3,750,000 7,125,000 40,000 — — — 10,915,000 3,750,000 9,500,000 40,000 — 2,992,885 14,996,223 31,279,108 Death 2,500,000 — — — 2,992,885 11,657,979 17,150,864 Disability 3,750,000 — — — 2,992,885 14,996,223 21,739,108 3,750,000 — — — 2,992,885 14,996,223 21,739,108 Claude Wade By AIG for “Cause” — — — — — — — By AIG w/o “Cause” 2,940,000 5,730,000 40,000 — 293,263 2,424,513 11,427,776 By Executive w/o "Good Reason" — — — — — — — By Executive with "Good Reason" 2,940,000 5,730,000 40,000 — — — 8,710,000 2,940,000 7,640,000 40,000 — 293,263 2,424,513 13,337,776 Death 2,000,000 — — — 293,263 2,424,513 4,717,776 Disability 2,940,000 — — — 293,263 2,424,513 5,657,776 — — — — — — — Executive Compensation Potential Payments on TerminationName Annual
Short-Term
Incentive ($)(1)Severance
($)(2)Medical
and Life
Insurance ($)(3)Pension
Plan
Credit ($)(4)Unvested
Options ($)(5)Unvested
Stock
Awards ($)(6)Total ($) Lucy Fato By AIG for “Cause” 0 0 0 0 0 0 0 By AIG w/o “Cause” 2,042,500 4,452,500 40,000 0 763,454 9,152,100 16,450,554 By Executive w/o Good Reason 0 0 0 0 0 0 0 By Executive with Good Reason 2,042,500 4,452,500 40,000 0 0 0 6,535,000 Qualifying Termination following a Change in Control(7) 2,042,500 5,936,667 40,000 0 763,454 9,152,100 17,934,721 Death 1,900,000 0 0 0 763,454 9,249,652 11,913,106 Disability(8) 2,042,500 0 0 0 763,454 9,152,100 11,958,054 Retirement 0 0 0 0 0 0 0 (1)These amounts represent annual STI payments for which the current named executives would have been eligible pursuant to the 2012 ESP had they been terminated on December 31, 2020. Under the 2012 ESP, earned STI awards are prorated based on the number of full months the executive was employed in the termination year. Except in the case of death, these STI payments are based on the named executive’s target amount and actual business or function performance and paid at the same time such STI awards are regularly paid to similarly situated active employees. In the case of death, a named executive’s STI payment is based on his target amount and paid as soon as administratively possible after the date of death (but in no event later than March 15th of the following year). These amounts would have been solely in lieu of, and not in addition to, the annual STI award for 2020 actually paid to the current named executives as reported in the 2020 Summary Compensation Table.(2)Severance would have been paid as a lump sum cash payment as soon as practicable and in no event later than 60 days following the termination date. See the description of the 2012 ESP above for more information on severance payments and benefits.(3)The amounts in this column reflect a lump sum payment of $40,000 that can be used to pay for continued healthcare and life insurance coverage following a qualifying termination. None of the current named executives are eligible for company-subsidized retiree medical benefits. The amounts do not include medical and life insurance benefits upon permanent disability or death to the extent that they are generally available to all salaried employees. All of the current named executives are eligible participants under the AIG medical and life insurance plans.(4)The amount shown for all of the termination events is the increase, if any, above the accumulated value of pension benefits shown in the 2020 Pension Benefits table, calculated using the same assumptions. Where there is no increase in value, the amount shown in this column is zero. For Messrs. Lyons and Zaffino and Ms. Fato, the amount shown in the column is zero because they are not participants in the Plans. For information on pension benefits generally, see “—Post-Employment Compensation—Pension Benefits.”(5)The amounts in this column represent the total market value of unvested stock options as of December 31, 2020 that would accelerate upon termination, based on the difference between the exercise price of the options and the closing sale price of shares of AIG common stock on the NYSE of $37.86 on December 31, 2020.Shane Fitzsimons 1,800,000 5,216,000 40,000 — 574,358 6,893,236 14,523,594 Lucy Fato 2,800,000 6,134,500 40,000 — 2,729,703 15,703,285 27,407,488 2018, 20192021, 2022 and 20202023 stock option awards, the amounts in this column include the stock options vesting inunder the case of a named executive’s involuntary termination without Cause, involuntary termination without Cause within 24 months following a Change in Control, retirement, death or disability. Theevents described above. Generally, the vested 2018, 20192021, 2022 and 20202023 stock options will remain exercisable for three years after each such termination scenario. In no event will any 2018, 20192021, 2022 or 20202023 stock options remain exercisable after the initial ten-year expiration date.As described above under “—Holdings of and Vesting of Previously Awarded Equity—Outstanding Equity Awards at December 31, 2020”, Messrs. Duperreault, Lyons and Zaffino,connection with joining AIG, were each granted stock options with a seven-year term pursuant to each executive’s stock option award agreement. The time-vesting options portion of each executive’s award (500,000 options for Mr. Duperreault, 156,250 options for Mr. Lyons and 333,000 options for Mr. Zaffino) vest in equal, annual installments on each ofthis column represent the first three anniversaries of the respective award grant date and the remaining portion of each executive’s award (1,000,000 options for Mr. Duperreault, 143,278 options for Mr. Lyons and 667,000 for Mr. Zaffino) vests based on the stock performance of AIG common stock (the Performance-Vesting Options). Upon a termination by AIG without Cause or by the executive for Good Reason, or upon the executive’s death or disability, all time-vesting options will vest and remain exercisable for three years after termination, and the unvested Performance-Vesting Options will continue to be eligible to vest based on stock performance and remain exercisable for three years after termination. Basedtotal market value (based on the closing sale price on the NYSE of $37.86$67.75 on December 31, 202029, 2023, other than Mr. Fitzsimons, as set forth below) of shares of AIG Parent common stock no Performance-Vesting Options would vest upon terminationunderlying unvested equity-based awards as of December 31, 2020. In no event will any stock options remain exercisable after2023. For Mr. Hogan and Ms. Purtill, the initial seven-year expiration date. Upon any other termination, including for Cause by AIG or byamounts also include the executive other than for Good Reason, alltotal market value of Corebridge unvested stock options immediately terminate and are forfeited.(6)The amounts in this column represent the total market value (based on the closing sale price on the NYSE of $37.86 on December 31, 2020) of shares of AIG common stock underlying unvested equity-based awards as of December 31, 2020.20182021 PSU awards, the amounts in this column include the named executive’s actual earned PSUs for the 2018-20212021-2023 performance period that vested in January 2024 (as determined by the CMRC in the first quarter of 2021) that vested2024), other than Mr. Fitzsimons who received shares at target following his death in JanuaryOctober 2023. 2021 PSU award amounts also include the dividend equivalent rights which were paid in cash when the case of a named executive’s involuntary termination without Cause, involuntary termination without Cause within 24 months following a Change in Control, retirement or disability.earned shares were delivered. Target performance is reflected in the case of death.2021 Proxy Statement111Executive Compensation Pay Ratio20192022 and 20202023 PSU awards assuming target performance and the full amount of their RSU awards. For the 2019The 2022 and 2020 PSU awards, the actual number of PSUs (if any) vesting upon a qualifying termination by AIG without Cause, by executive with Good Reason, disability, retirement and, in certain circumstances, following a Change in Control, would be based on actual performance.includeincludes the outstanding RSUs with respect to his 2020 RSU award. The amount includes (i) any additional PSUs and RSUs accrued through the second quarter of 2021 in respect of dividend equivalent rights, which are subject to the same vesting conditions as the underlying RSUs, and (ii) value of accrued dividend equivalents rights which are paid in cash when such related shares of AIG Parent common stock are delivered.performance, conditionsvesting is shown (i) at the actual amounts earned for the 2021 PSUs (as determined by the CMRC in the first quarter of 2024) that vested in January 2024 and (ii) at target for the 2021 and 2022 PSUs.relatedapplicable plans or programs in which they participated.and RSUs, and are paid when such related shares (if any) are delivered. 2018 PSU award amounts include the additional PSUs actually accrued in respect of dividend equivalent rights, which are subject to the same vesting and performance conditions as the related PSUs and were paid when such related earned shares were delivered. 2019 and 2020 PSU amounts include the additional PSUs accrued in respect of dividend equivalent rights assumingreflect target performance.(7)This row includes amounts that would be paid under the 2012 ESP upon a termination by AIG without Cause or by the executive for Good Reason within 24 months following a Change in Control. Under the outstanding PSU and RSU awards, the amounts in this row include only termination by AIG without Cause within 24 months following a Change in Control, with the amount of PSUs vesting shown (i) at the actual amounts earned for the 2018 PSUs (as determined by the CMRC in the first quarter of 2021) that vested in January 2021 and (ii) at target for the 2019 and 2020 PSUs. However, with respect to the 2019 and 2020 PSUs, for a Change in Control that occurs following a performance period, the actual PSUs vesting, if any, would be based on actual performance, and for a Change in Control that occurs during a performance period, the CMRC may determine to use actual performance through the date of the Change in Control rather than target performance to determine the actual PSUs vesting, if any.(8)Amounts shown in this row represent the amounts the executive would be entitled to receive upon experiencing a disability.20202023 annual total compensation of the median employee identified by AIGus (as described below) was $70,926,$88,585, and the 2020 annualMr. Zaffino’s annualized 2023 total compensation of Mr. Duperreault, AIG’sfor his role as Chief Executive Officer during 2020,2023 was $18,810,373.$24,617,936. Accordingly, AIG’sour estimated 20202023 pay ratio was 1 to 265.AIGwe used itsour active employee population (including both full-time and part-time employees) as of October 1, 20203, 2022 and used 20192021 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 20202022 targets for employees hired during 20192021 who were not eligible for 20192021 awards and (4) sales incentives. For employees hired in 20202022 (who therefore did not have 20192021 compensation), AIGwe used 20202022 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 20202022 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 20192021 sales incentives.20202023 annual total compensation for both our median employee and Mr. DuperreaultZaffino using the same methodology that we use to determine our named executive officers’ annual total compensation for the Summary Compensation Table.employees.employees.Year TSR ($) Peer Group TSR ($) 2023 24,617,936 — 38,715,733 — 8,096,539 6,186,239 147.43 168.05 3,878 87.7 2022 75,314,199 — 90,844,101 — 9,077,342 12,293,363 134.37 151.65 11,273 88.7 2021 21,905,220 13,969,537 52,445,392 45,269,700 10,476,911 20,741,560 118.13 127.58 10,906 91.0 2020 — 18,810,374 — 14,041,042 12,890,475 10,890,203 76.75 106.96 (5,829) 94.1 2020 2021 2022 2023 Peter Zaffino Mark Lyons Shane Fitzsimons Sabra Purtill Mark Lyons Lucy Fato Lucy Fato Kevin T. Hogan Lucy Fato Kevin T. Hogan Kevin T. Hogan David McElroy Doug Dachille David McElroy David McElroy Claude Wade Doug Dachille Shane Fitzsimons Mark Lyons Lucy Fato Year Inclusion of Pension Service Cost for Peter Zaffino ($) 2023 24,617,936 0 (13,859,291) 0 27,957,088 38,715,733 Year 2023 8,096,539 (18,845) (2,994,534) 0 1,103,079 6,186,239 Year 2023 18,051,750 10,661,792 0 (756,454) 0 27,957,088 Year 2023 2,854,855 1,332,845 408,409 (408,523) (3,084,507) 1,103,079 
112Accident Year Combined Ratio, as adjusted* 2021 Proxy StatementRelative Tangible Book Value Per Common Share* GrowthRelative Total Shareholder Return Equity Compensation Plan InformationEquity Compensation Plan Information2020.EQUITY COMPENSATION PLAN INFORMATIONPlan Category Plan Number of Securities to
be Issued Upon Exercise of Outstanding Options and Rights(1)(2) Weighted-Average
Exercise Price of Outstanding Options and Rights ($)(1) Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans(Excluding Securities Reflected in the Third Column)Equity compensation 2010 Stock Incentive Plan 20,247(3) — 0(4) plans approved by 2013 Plan 31,403,866(5) 47.03(6) 22,275,746(7) security holders Equity compensation
plans not approved by
security holders Inducement Option Award 500,000(8) 61.82(6) 0 Total 31,924,113 47.67(6) 22,275,746 (1)Shares underlying RSUs and PSUs are deliverable without the payment of any consideration, and therefore these awards have not been taken into account in calculating the weighted-average exercise price.(2)At December 31, 2020, AIG was also obligated to issue 42,130 shares in connection with previous exercises of options with delivery deferred.(3)Represents shares reserved for issuance in connection with DSUs.(4)No future awards will be made under these plans.(5)Represents shares reserved for issuance in connection with time-vested DSUs and in connection with 2018 PSUs (at actual amounts earned, including related dividend equivalents, and net of shares withheld for the payment of taxes), 2019 and 2020 PSUs (at target level of performance and including related dividend equivalents), RSUs (and related dividend equivalents) and options.(6)Represents the weighted average exercise price of outstanding options.(7)Represents shares reserved for future issuance under the 20132023.Plan Category Plan
be Issued Upon Exercise
of Outstanding Options and Rights(1)(2)
Exercise Price of
Outstanding Options and Rights ($)(1)Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in the Third Column)Equity compensation plans approved by security holders 2010 Stock Incentive Plan 21,283 (3) — — (4) 2013 Plan 13,258,785 (5) 47.29 (6) — (4) 2021 Plan 8,566,681 (7) 60.57 (6) 23,836,222 (8) Equity compensation plans not approved by security holders Inducement Option Award 500,000 (9) 61.82 (6) — Total 22,346,749 50.69 (6) 23,836,222 the 2010 Stock Incentive Plan for awards granted on or after May 15, 2013). The number of shares available for issuance under the 2013 Plan for awards granted on or after May 12, 2021). The number of shares available for issuance under the 2021 Plan would increase if and to the extent that (i) outstanding awards under the 2010 Stock Incentive Plan are forfeited, expire, terminate or otherwise lapse or are settled in cash in whole or in part or (ii) outstanding awards under the 2013 Plan are forfeited, expire or are settled in cash in whole or in part, each as provided by the 2013 Plan. In addition, the number of shares available for issuance under the 2013 Plan could increase or decrease depending on actual performance and the number of 2019 and 2020 PSUs earned. As noted in this Proxy Statement, the Board has adopted, subject to shareholder approval the 2021 Plan which, if approved, will replace the 2013 Plan and no further shares will be issued under the 2013 Plan.(8)Represents shares reserved for future issuance in connection with options granted to Mr. Duperreault outside of the 2013 Plan as an “employment inducement award” under NYSE Listing Rule 303A.08. See “Executive Compensation—Holdings of and Vesting of Previously Awarded Equity” for further information on this award.2021 Proxy Statement113Proposal 2—Non-Binding Advisory Vote to Approve Executive CompensationProposal 2—Non-Binding Advisory Vote to Approve Executive CompensationProposal 2—Advisory Vote to Approve Executive Compensation (Say on Pay)What am I voting on?We are asking shareholders to approve the 2020 compensation of AIG’s named executives as disclosed in the Proxy Statement.Voting Recommendation✓ FORthe 2020 compensation of AIG’s named executives.Pursuant to the rules of the SEC, AIG must submit to shareholders at least once every three years a non-binding shareholder advisory vote to approve the compensation of AIG’s executives as disclosed in the annual Proxy Statement. In 2019, our Board unanimously recommended, and our shareholders agreed, that the say-on-pay advisory vote occur annually as a corporate governance best practice. Accordingly, this Proposal 2 gives holders of AIG common stock the opportunity to vote for or against the following resolution:RESOLVED: that the holders of the common stock of American International Group, Inc. (the Company) approve the compensation of the Company’s named executives, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure contained in the Proxy Statement.Because this resolution relates to the information about executive compensation contained in this Proxy Statement, under “Executive Compensation” beginning on page 51, shareholders should review that information in considering their vote on this Proposal.The results of the vote on this resolution will not be binding on AIG’s Board, will not overrule any decisions the Board has made and will not create any duty for the Board to take any action in response to the outcome of the vote. However, the CMRC values the feedback received from this advisory vote and may, in its sole discretion, take into account the outcome of the vote in analyzing and evaluating future compensation opportunities. We will include an advisory vote on executive compensation on an annual basis at least until the next shareholder advisory vote on the frequency of such votes (no later than our 2025 Annual Meeting of Shareholders).AIG STATEMENT IN SUPPORTThe Board and CMRC support this resolution because they believe that AIG’s compensation program is appropriately designed to incentivize and reward performance that supports long-term, sustained value creation, while taking into account the experience and feedback of our shareholders. This is achieved through a balanced pay mix that is weighted towards at-risk pay, featuring variable and performance-based pay and a combination of STI and LTI performance metrics that are aligned with AIG’s strategic priorities.The onset of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation to address AIG’s changing priorities, while continuing to reinforce the importance of AIG’s in-flight transformation initiatives. Accordingly, the CMRC approved performance metrics for our 2020 STI program which were aligned with three priority focus areas for the company of liquidity, capital preservation and de-risking. The CMRC also approved metrics for the PSUs awarded as part of our 2020 LTI awards to our named executives, incorporating Relative Tangible BVPS* and relative TSR metrics, to mitigate the need to calibrate absolute long-term goals in the midst of continued uncertainty, and an absolute metric relating to AIG 200 Cumulative Run-rate GOE Savings*. While the operating environment remained uncertain, these areas of focus are integral to AIG’s long-term, sustainable growth and resiliency.*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.114 2021 Proxy StatementProposal 2—Non-Binding Advisory Vote to Approve Executive CompensationThe Board believes that our 2020 compensation programs and the decisions made by the CMRC and the Board with respect to 2020 pay appropriately balanced rewarding AIG’s named executives for their extraordinary leadership through the unprecedented COVID-19 crisis with taking into account the experience of our shareholders in a year of significant global market volatility.The Board remains committed to executive compensation programs that attract, retain, motivate, reward and incentivize highly qualified leaders as AIG continues its transformation to become a leading insurance franchise and a top performing company. Our 2020 compensation program and pay decisions are described in more detail under the heading “Executive Compensation—Compensation Discussion and Analysis” beginning on page 52.RECOMMENDATIONYour Board of Directors unanimously recommends a vote FORthis resolution.2021 Proxy Statement115Proposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanWhat am I voting on?We are asking shareholders to approve the American International Group, Inc. 2021 Omnibus Incentive Plan.Voting Recommendation✓ FORthe approval of the American International Group, Inc. 2021 Omnibus Incentive Plan.On March 11, 2021, upon the recommendation of the CMRC, the Board unanimously approved the 2021 Plan. The 2021 Plan will be effective on May 12, 2021 if it is approved by the holders of AIG common stock at the 2021 Annual Meeting (the Effective Date). If the 2021 Plan is not approved by our shareholders, the Effective Date will not occur and no awards will be made under the 2021 Plan.The 2021 Plan will apply only to awards granted on or after the Effective Date and will replace the 2013 Plan for all awards granted on or after the Effective Date. The terms and conditions of awards granted under the 2013 Plan prior to the Effective Date of the 2021 Plan will not be affected by the adoption or approval of the 2021 Plan, and the 2013 Plan will remain effective with respect to such awards. No new grants will be made under the 2013 Plan after the Effective Date.In assessing the appropriate terms of the 2021 Plan, the CMRC considered, among other items, the existing terms of the 2013 Plan, our compensation philosophy and practices, as well as feedback from our shareholders. The following summary of the material terms of the 2021 Plan is qualified in its entirety by reference to the complete text of the 2021 Plan, which is attached hereto as Appendix B.BEST PRACTICES The 2021 Plan includes several features designed to protect shareholder interests and appropriately reflect our compensation philosophy and developments in our compensation practices in recent years, including:No equity grants below 100 percent of fair market valueNo “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan)No single-trigger change-in-controlMinimum one-year vesting (except under specific termination conditions)No repricing or cash buyout of underwater stock options or stock appreciation rightsNo hedging or pledging transactions or transfer to an unrelated party for valueNo dividends or dividend equivalents paid on equity awards until vesting requirements are metNo liberal share recyclingAVAILABLE SHARES The 2021 Plan provides for the issuance of cash-based awards and stock-based awards. The total number of shares of AIG common stock that may be granted under the 2021 Plan is the sum of (1) 8.1 million shares, plus (2) the number of authorized shares of AIG common stock remaining available under the 2013 Plan at the Effective Date (16.45 million shares as of March 2, 2021), plus (3) the number of shares of AIG common stock relating to outstanding awards under the 2013 Plan at the Effective Date that subsequently are forfeited, expire, terminate or otherwise lapse or are settled forin cash in whole or in part or (ii) outstanding awards under the 2021 Plan are forfeited, expire or are settled in cash in whole or in part, each as provided by the 2021 Plan (collectively, the Available Shares).116 2021 Proxy StatementProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanBURN RATE AND POTENTIAL DILUTIONAIG believes that the Available Shares under the 2021 Plan will provide sufficient shares for equity-based compensation needs of AIG for approximately two years following the Effective Date. This estimate is based on our historical share usage under the 2013 Plan.The table below shows our historic burn rate over the past three years. 2018 2019 2020 Average (a) Full value awards granted 4,723,606(1) 6,640,713 8,147,150 6,503,823 (b) Stock options granted 2,752,098 3,235,290 3,303,587 3,096,992 (c) Weighted average shares outstanding (basic) 898,405,537 876,750,264 869,309,458 881,488,420 (d) Burn rate (a + b) / c 0.83% 1.13% 1.32% 1.09% (1)Full value awards associated with the Validus acquisition as disclosed in the 2018 10-K are excluded from this amount.The table below shows our overhang as of March 2, 2021.(a) Outstanding full value awards19,368,943(b) Outstanding stock options13,745,858Weighted average exercise price$47.18Weighted average remaining term6.81 years(c) Shares remaining under the 2013 Plan16,449,458(d) Proposed share reserve under the 2021 Plan8,100,000(e) Basic shares of common stock outstanding (February 28, 2021)864,173,953(f) Basic overhang (a + b + c + d) / e6.67%(g) Fully diluted overhang (a + b + c + d) / (a + b + c + d + e)6.26%As commonly calculated, the total potential dilution or “overhang” from the adoption of the 2021 Plan would be 6.26 percent on a fully diluted basis. However, AIG also takes into account the relevant accounting and tax impact of all potential forms of equity awards in designing our grants. We believe that the benefits to the holders of AIG common stock resulting from equity award grants to our employees, officers and directors, including interest alignment and mitigation of incentives to take inappropriate business risks, outweigh the potential dilutive effect of expected grants under the 2021 Plan. The CMRC believes that long-term incentives, primarily delivered through equity grants, are an effective vehicle to align the interests of executives with those of our shareholders, encourage ownership in AIG and serve as a risk management tool. For additional information with respect to our outstanding stock-based awards, please see Note 20 to the Consolidated Financial Statements in AIG’s 2020 Annual Report on Form 10-K.We project that we will use up the available shares under the 2013 Plan in 2022, and the 2013 Plan will terminate automatically on May 15, 2023. Therefore, if our shareholders do not approve the 2021 Plan, our future ability to issue equity-based awards other than cash-settled awards after 2022 will be limited. This could have negative consequences, including:Limiting pay for performance and alignment with shareholder interests. A key element of our compensation philosophy (as described under “Executive Compensation—Compensation Discussion and Analysis—Compensation Design—Our Philosophy”) is to align the long-term economic interests of key employees with those of our shareholders by ensuring that a meaningful component of their compensation is provided in the form of equity awards. At least 53 percent of each named executive’s annual target direct compensation in 2020 was delivered in the form of equity awards. We believe that equity-based compensation aligns our employees and directors’ interests with shareholders by rewarding for long-term value creation and performance achievements as well as stock price appreciation. These interests are further aligned through our robust clawback policy and stock ownership guidelines applicable to all of our named executives and other executive officers.2021 Proxy Statement117Proposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanImpede ability to attract and retain talent. The attraction and retention of talented employees is critical to executing our business strategy successfully, and we believe that equity awards are a competitive tool to recruit and motivate key employees. If the 2021 Plan is not approved, we would be limited in our ability to use a valuable incentive tool and would be at a significant disadvantage in attracting new talent after 2022.PURPOSEThe purpose of the 2021 Plan is:to attract, and motivate and retain officers, directors and key employees of AIG, compensate them for their contributions to AIG and encourage them to acquire a proprietary interest in AIG;to align the interests of officers, directors and key employees with those of AIG’s shareholders; andto assist AIG in ensuring that its compensation program does not provide incentives to take imprudent risks.ADMINISTRATION The 2021 Plan generally will be administered by the CMRC (and its delegates) unless the Board determines otherwise. Among other things, the CMRC (or its delegates) will determine the persons who will receive awards under the 2021 Plan, the time when awards will be granted, the terms of such awards andIn addition, the number of shares of AIG common stock, if any, which will be subject to the awards. The Board, in its sole discretion, also may grant awards or administer the 2021 Plan.ELIGIBILITY The CMRC (or its delegates) may grant awards to current employees or directors of AIG and its consolidated subsidiaries or, solely with respect to their final year of service, former employees. The basis of participation in the 2021 Plan is the CMRC's (or its delegates') decision, in its sole discretion, that an award to an eligible participant will further the 2021 Plan’s stated purpose (as described above). As of March 2, 2021, approximately 45,000 employees, 11 executive officers and 11 non-employee directors would have been eligible to receive awards under the 2021 Plan as compensation for their service to AIG.TYPES OF AWARDS The 2021 Plan provides for grants of cash-based awards and stock-based awards. Stock-based awards comprise stock options (both stock options intended to be “incentive stock options” under Sections 421 or 422 of the Code and non-qualified stock options), stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights and other equity-based or equity-related awards pursuant to which AIG common stock, cash or other property may be delivered. Cash-based awards may be performance-based awards or take such other form (including, for example, retainers and meeting-based fees) that the CMRC (or its delegates) determines to be consistent with the purposes of the 2021 Plan and the interests of AIG. Each stock-based award and, to the extent determined appropriate by the CMRC (or its delegates), cash-based award will be evidenced by an award agreement, which will govern that award’s terms and conditions.NON-EMPLOYEE DIRECTOR AWARDS The 2021 Plan allows for grants of cash-based and stock-based awards to non-employee directors of AIG and its consolidated subsidiaries for their service as directors. The aggregate value of any such awards granted to any one director in respect of a particular calendar year may not exceed $900,000, based on the fair market value of stock-based awards and the value of cash awards, in each case determined on the date of grant.STOCK OPTIONS A stock option entitles the recipient to purchase shares of AIG common stock at a fixed exercise price. The exercise price per share will be determined by the CMRC (or its delegates) but will not be less than the fair market value of AIG common stock on the date of grant. Fair market value will be the closing price of AIG common stock on the NYSE on the date of grant unless otherwise set forth in the applicable award agreement. Subject to the 2021 Plan’s minimum vesting rules, stock options may not be exercised for one year after the date on which the stock option is granted (except in the case of termination of employment due to death, disability or retirement) and must be exercised within 10 years from the date of grant. The 2021 Plan provides that AIG may not reset the exercise price for stock options (other than certain awards that are assumed, converted or substituted under the 2021 Plan as a result of AIG’s acquisition of another company).118 2021 Proxy StatementProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanSTOCK APPRECIATION RIGHTSA stock appreciation right may entitle the recipient to receive shares of AIG common stock, cash or other property equal in value to the appreciation of the AIG common stock over the exercise price specified in the award agreement. The exercise price per share will be determined by the CMRC (or its delegates) but will not be less than the fair market value of AIG common stock on the date of grant. Fair market value will be the closing price of AIG common stock on the NYSE on the date of grant unless otherwise set forth in the applicable award agreement. Subject to the 2021 Plan’s minimum vesting rules, stock appreciation rights may not be exercised for one year after the date on which the stock appreciation right is granted (except in the case of termination of employment due to death, disability or retirement) and must be exercised within 10 years from the date of grant. The 2021 Plan provides that AIG may not reset the exercise price for stock appreciation rights (other than certain awards that are assumed, converted or substituted under the 2021 Plan as a result of AIG’s acquisition of another company).RESTRICTED SHARESA restricted share is a share of AIG common stock that is subject to transfer and/or forfeiture restrictions. The recipient of a restricted share will have the rights of a shareholder, including voting and dividend rights, subject to any restrictions and conditions specified in the award agreement. No dividends, however, will be paid at a time when any performance-based goals or time-based vesting requirements that apply to an award of restricted shares have not been satisfied.RESTRICTED STOCK UNITSA restricted stock unit is an unfunded, unsecured right to receive a share of AIG common stock (or cash or other securities or property) at a future date upon satisfaction of the conditions specified in the award agreement. The recipient will have only the rights of a general unsecured creditor of AIG and no rights as a stockholder of AIG until the AIG common stock underlying the restricted stock units, if any, is delivered.OTHER STOCK-BASED AWARDSThe CMRC (or its delegates) may grant other types of equity-based or equity-related awards (including, without limitation, the grant or offer for sale of unrestricted shares of AIG common stock) in such amounts and subject to such terms and conditions as the CMRC (or its delegates) may determine. Such awards may entail the transfer of actual shares of AIG common stock to award recipients or may be settled in cash and may include awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the U.S.DIVIDEND EQUIVALENT RIGHTSA dividend equivalent right represents an unfunded and unsecured promise to pay to the recipient an amount equal to all or any portion of the regular cash dividends that would be paid on a specified number of shares of AIG common stock if those shares were owned by the recipient. The conditions and restrictions for payments in connection with dividend equivalent rights will be specified in the award agreement, provided that in no event may such payments be made unless and until the award to which they relate vests. A dividend equivalent right may be granted alone or in connection with another award. Under the 2021 Plan, no payments will be made in respect of dividend equivalent rights at a time when any applicable performance goals or time-based vesting requirements relating to the dividend equivalent right or the related award have not been satisfied.CASH-BASED AWARDSThe CMRC (or its delegates) may grant cash-based awards in such amounts and subject to such terms and conditions as the CMRC (or its delegates) may determine. Cash-based awards may be in the form of performance-based awards and other cash awards, including retainers and meeting-based fees.SHARES SUBJECT TO PLAN; OTHER LIMITATIONS OF AWARDSAvailable Shares may be authorized but unissued shares or shares previously issued and reacquired by AIG. If any award that is granted under the 2021 Plan is forfeited, expires or is settled for cash, then the shares covered by such forfeited, expired or settled award will again become available to be delivered pursuant to awards granted under the 2021 Plan. In the case of an acquisition, any shares of AIG common stock issued in connection with awards that are assumed, converted or substituted as a result of AIG’s acquisition of another2021 Proxy Statement119Proposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive Plancompany will not count against the number of Available Shares that may be issued under the 2021 Plan. Available shares under a stockholder approved plan of an acquired company may be used for awards under the 2021 Plan and do not reduce the number of shares available, subject to applicable stock exchange requirements. The payment of dividend equivalent rights in cash in conjunction with any outstanding award shall not be counted against the shares available for issuance under the 2021 Plan.In no event willPlan could increase or decrease depending on actual performance and the followingnumber of 2021, 2022 and 2023 PSUs earned.of AIG common stock become availablereserved for future issuance in connection with awards issued under the 2021 Plan: (1) shares of AIG common stock tendered or withheld as payment of the exercise price of an option; (2) shares of AIG common stock tendered or withheld as payment of withholding taxes with respect to an award; (3) any shares reserved for issuance under a stock appreciation right that exceed the number of shares actually issued upon exercise; and (4) shares of AIG common stock reacquired by AIG using amounts received upon the exercise of an option.The number of shares of AIG common stock available under the 2021 Plan for the grant of500,000 stock options intended to be incentive stock options for the purposes of compliance with Sections 421 and 422 of the Code will be 8.1 million.The CMRC (or its delegates) will adjust the number of shares of AIG common stock issuable under the 2021 Plan (and any limits on the number of stock-based awards that may be granted to a particular individual under the 2021 Plan) and the terms of any outstanding awardsMr. Brian Duperreault in such manner as it deems appropriate to prevent the enlargement or dilution of rights, for any increase or decrease in the number of issued shares of AIG common stock (or issuance of shares of stock other than shares of AIG common stock) resulting from certain corporate transactions that affect the capitalization of AIG.MINIMUM VESTING REQUIREMENTAll awards under the 2021 Plan will be subject to a minimum vesting schedule of at least twelve months following the date of grant of the award, provided that the following awards will not be subject to the foregoing minimum vesting requirement: (i) any shares of AIG common stock issued in connection with awards that are assumed, converted or substituted as a result of AIG’s acquisition of another company, (ii) shares of common stock delivered in lieu of fully vested cash obligations, (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of shareholders that is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional awards the CMRC (or its delegates) may grant, up to a maximum of five percent of the available share reserve authorized for issuance under the 2021 Plan; and provided further that vesting may accelerate in connection with death, disability, retirement, a Change in Control (as described below) or other involuntary termination.DOUBLE-TRIGGER CHANGE IN CONTROLExcept as otherwise provided in an award agreement, in the event that:a Change in Control occurs; andthe recipient’s employment is terminated by AIG without “cause” (as defined in the applicable award agreement) or by the recipient for “good reason” (as defined in the applicable award agreement) within two years following the Change in Control,then any outstanding unvested award held by such recipient shall vest as with respect to any service-based vesting requirement. Except as otherwise provided in the applicable award agreement, following a Change in Control any performance goals with respect to an outstanding award and for which the performance period ends after the Change in Control shall be deemed to have been achieved at target level. Additionally, in the event of a Change in Control, the CMRC (or its delegates) may, in its sole discretion, terminate stock options or stock appreciation rights for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration.For purposes of the 2021 Plan, “Change in Control” generally means:Individuals who constitute the Board on the Effective Date (or subsequent directors whose election or nomination was approved by a vote of at least two-thirds of such directors, including by approval of the proxy statement in which such person is named as a nominee for director) cease for any reason to constitute at least a majority of the Board;120 2021 Proxy StatementProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive Planany person is or becomes a beneficial owner of 50 percent or more of AIG’s voting securities (for this purpose, person is as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act);consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving AIG that results in any person becoming the beneficial owner of 50 percent or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such transaction;a sale of all or substantially all of AIG’s assets; orAIG’s shareholders approve a plan of complete liquidation or dissolution of AIG.Notwithstanding the foregoing, a Change in Control will not be deemed to occur solely because (1) any person holds or acquires beneficial ownership of more than 50 percent of the AIG’s voting securities as a result of a “share repurchase program” or similar acquisition of AIG’s voting securities by AIG; provided that if after such acquisition by AIG such person becomes the beneficial owner of additional AIG’s voting securities that increases the percentage of outstanding AIG’s voting securities beneficially owned by such person, a Change in Control shall then occur, or (2) the consummation of a sale of all or substantially all (or a subset) of the assets and/or operations of the Life and Retirement business (or any similar transaction).AMENDMENT AND TERMINATIONThe Board may from time to time suspend, discontinue, revise or amend the 2021 Plan in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any grantee of an award. Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency, except that shareholder approval shall be required for any amendment to the 2021 Plan that materially increases the benefits available under the 2021 Plan or any amendment to permit the sale or other disposition of an award to an unrelated third party for value or if the amendment would reduce the exercise price of outstanding stock options or stock appreciation rights.Unless previously terminated by the Board, the 2021 Plan (if approved by the holders of AIG common stock) will terminate, and no more awards will be granted under the 2021 Plan, on or after the tenth anniversary of the Effective Date, but any outstanding award will remain in effect until the underlying shares are delivered or the award lapses.CLAWBACKAwards under the 2021 Plan will be subject to the AIG Clawback Policy and any other clawback or recapture policy that AIG may adopt from time to time to the extent provided in such policy or as may be required by applicable law.RIGHT OF OFFSETWe have the right to offset against our obligation to deliver shares of AIG common stock (or cash, other securities or other property) under the 2021 Plan or any award agreement any outstanding amounts the recipient then owes to AIG and any amounts the CMRC (or its delegates) otherwise deems appropriate pursuant to any tax equalization policy or agreement. Our right of offset is subject to the constraints of Section 409A of the Code.NONASSIGNABILITY; NO HEDGING OR PLEDGINGExcept to the extent otherwise provided in any award agreement, no award (or any rights or obligations thereunder) granted to any person under the 2021 Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), other than by will or by the laws of descent and distribution. As described above, any amendment of the 2021 Plan to permit the sale or other disposition of an award to an unrelated third party for value will require shareholder approval. All awards (and any rights thereunder) will be exercisable during the life of the recipient only by the recipient or by the recipient’s legal representative.2021 Proxy Statement121Proposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive Plan OTHER TERMS OF AWARDSNo recipient of any award under the 2021 Plan will have any of the rights of a holder of AIG common stock with respect to shares subject to an award until the delivery of the shares (or in the case of an award of restricted or unrestricted shares of AIG common stock, the grant or registration in the name of the grantee of such shares pursuant to the applicable award agreement, but then only as the CMRC (or its delegates) may include in the applicable award agreement). Awards under the 2021 Plan may be granted in lieu of, or determined by reference to, cash incentive and/or other compensation.NEW PLAN BENEFITSAwards granted under the 2021 Plan will be subject to the discretion of the CMRC (or its delegates), and the CMRC has not determined future awards or who might receive them. As a result, the benefits that will be awarded or paid under the 2021 Plan are not currently determinable. The awards granted for the 2020 fiscal year would not have changed if the 2021 Plan had been in place instead2017 outside of the 2013 Plan as an “employment inducement award” under NYSE Listing Rule 303A.08, as approved by the Board and governed by the 2013 Plan. The 500,000 stock options consist of 100,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG Parent common stock on the NYSE is at least $80.99, and 400,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG Parent common stock on the NYSE is at least $90.99.Term Meaning Board Board of Directors CMRC The Compensation and Management Resources Committee LTI Long-term incentive PSU A performance share unit is an unfunded and unsecured promise to deliver one share of stock, subject to time-based and performance-based vesting conditions RSU A restricted stock unit is an unfunded and unsecured promise to deliver one share of stock, subject to time-based vesting conditions STI Short-term incentive Stock option An option to buy a specific number of shares of stock at a pre-set price TSR Total Shareholder Return which is a measure of financial performance indicating the total amount an investor reaps from an investment Report of the Audit Committee the following table and, for our named executives, in the 2020 Summary Compensation Table and 2020 Grants of Plan-Based Awards table above. Stock-Based Awards Name and Position Dollar Value
($)Number of
Shares/UnitsBrian Duperreault
Chief Executive Officer(1)12,285,322 673,131 Mark D. Lyons
Executive Vice President and Chief Financial Officer6,116,391 247,440 Peter Zaffino
President and Global Chief Operating Officer(1)18,102,463 699,570 Douglas A. Dachille
Executive Vice President and Chief Investment Officer4,047,516 221,769 Lucy Fato
Executive Vice President, General Counsel & Global Head of
Communications and Government Affairs4,729,001 246,950 Executive Group 17,446,789 950,537 Non-Executive Director Group 2,446,215 94,062 Non-Executive Officer Employee Group 219,887,478 8,317,278 (1)Effective March 1, 2021, Mr. Zaffino became President and Chief Executive Officer and Mr. Duperreault became Executive Chair. Throughout 2020, Mr. Zaffino served as President and Global Chief Operating Officer. He also served as Chief Executive Officer, General Insurance until August 2020.U.S. FEDERAL INCOME TAX ASPECTS The followingits charter, which is a brief description of the current federal income tax treatment generally arising with respect to grants of awards under the 2021 Plan for grantees subject to taxation in the U.S. This summary is not intended to constitute tax advice, is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences.NONQUALIFIED STOCK OPTIONS A grantee will not realize taxable income, and AIG will not be entitled to a deduction, upon the grant of a nonqualified stock option. Upon exercising a nonqualified stock option, a grantee will realize ordinary income, and AIG will generally be entitled to a corresponding deduction, in an amount equal to the excess of the fair market value of the acquired shares on the exercise date minus the exercise price of the option. The grantee will have a basis, for purposes of computing capital gain or loss on a future sale or exchange, in the shares acquired as a result of the exercise equal to the fair market value of those shares on the exercise date.122 2021 Proxy StatementProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanINCENTIVE STOCK OPTIONSA grantee will not realize taxable income, and AIG will not be entitled to a deduction, when an incentive stock option is granted under the 2021 Plan or when an incentive stock option is exercised. If the grantee of an incentive stock option holds the shares acquired under the option for at least two years from the date the option is granted and for at least one year from the date the option is exercised, any gain realized by the grantee when the shares are sold will be taxable to the grantee as capital gain.The difference between the exercise price of an incentive stock option and the fair market value of the acquired shares at the time of exercise is an item of tax preference which may result in the grantee being subject to the alternative minimum tax. Whether a grantee is subject to the alternative minimum tax will depend on the grantee’s facts and circumstances.If the grantee does not hold the shares acquired upon the exercise of an incentive stock option for the one-year and the two-year periods described above, the grantee will realize ordinary income in the year of disposition of the shares in an amount equal to the excess of the fair market value of the shares on the date of exercise (or the proceeds of the disposition, if lower) over the exercise price, and AIG will generally be entitled to a corresponding deduction. Any remaining gain or loss will be capital in nature.A grantee who pays for shares acquired upon the exercise of a stock option with shares he or she already owns will not realize any taxable gain or loss on the shares delivered as payment. If the option is not an incentive stock option, the grantee will not be subject to tax upon exercise with respect to the number of shares acquired equal to the number of shares delivered for payment. If the option is an incentive stock option, the grantee will not be subject to tax upon exercise with respect to any of the shares acquired, and the number of shares received on exercise of the option equal to the number of previously owned shares surrendered will have the same basis and holding period for purposes of computing capital gain or loss as the previously owned shares. If the option is not an incentive stock option, the additional shares received will have a basis equal to the sum of the cash paid on exercise and the ordinary income taxable to the employee as a result of the exercise. If the option is an incentive stock option, the additional shares will have a basis equal to the cash, if any, paid on exercise. In either case, the holding period with respect to the additional shares will begin on the day after the date the option is exercised.The use of shares previously acquired through the exercise of an incentive stock option in satisfaction of all or a part of the exercise for another option (whether or not an incentive stock option) is a disposition of the previously acquired shares for purposes of the one-year and two-year holding periods described above. All shares acquired upon the exercise of an incentive stock option are considered to have been acquired upon the date of exercise for purposes of the one-year and two-year holding periods, even if previously acquired shares were used in satisfaction of all or a part of the exercise price.Any gain on shares which have been held for more than twelve months may be eligible for tax at preferential long-term capital gain rates.STOCK APPRECIATION RIGHTS A grantee will not be subject to tax, and AIG will not be entitled to a deduction, upon the grant of a stock appreciation right. Upon exercise of a stock appreciation right, an amount equal to the fair market value of the AIG common stock on the date of exercise minus the exercise price will be taxable to the grantee as ordinary income. AIG will generally be entitled to a deduction equal to the amount included in a grantee’s ordinary income. A grantee’s basis in any shares received will be equal to the fair market value of such shares on the exercise date, and the grantee’s holding period will begin on the day following the exercise date.RESTRICTED SHARESA grantee of restricted shares that are subject to a substantial risk of forfeiture will not be subject to ordinary income or Federal Insurance Contributions Act (FICA) (Social Security and Medicare) taxation in respect of his or her award at grant, unless he or she makes a Section 83(b) election described below. Upon the lapse of the risk of forfeiture, the grantee will be subject to ordinary income and FICA tax on an amount equal to the fair market value of the AIG common stock at the time the risk lapses (even if some transfer restrictions continue). The grantee’s tax basis for purposes of determining gain or loss on subsequent sales will be equal to the fair2021 Proxy Statement123Proposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive Planmarket value of the AIG common stock on the date the risk of forfeiture lapses. Any gain or loss resulting from any sale of AIG common stock delivered to a grantee will be treated as long-or short-term capital gain or loss, depending upon how long he or she holds the AIG common stock after the date the restrictions lapse. Dividends paidavailable on the AIG common stock subject to restrictions are reportable by the grantee, during the restricted period, as additional ordinary income.If permitted by the applicable award agreement, a grantee may elect, within thirty days after the effective date of an award of restricted shares that are subject to a substantial risk of forfeiture, to recognize the fair market value of the AIG common stock subject to restrictions awarded, determined (without regard to the restrictions) at the effective date of the award, as ordinary income in the year of such effective date (a Section 83(b) election)website (www.aig.com). If such election is made, the grantee’s holding period will begin the day after the effective date of the award, and no additional income will be recognized by the grantee upon the lapse of restrictions. Any gain or loss resulting from any sale of such AIG common stock delivered to a grantee will be treated as long- or short-term capital gain or loss, depending upon how long he or she holds the AIG common stock after the effective date of the award. However, should the grantee forfeit the restricted shares, no deduction would be available to him or herManagement has primary responsibility for the value of the restricted shares previously recognized as income.A grantee of restricted shares that are subject only to transfer restrictions, and not a substantial risk of forfeiture, will be subject to ordinary income and FICA tax at grant on an amount equal to the fair market value of the AIG common stock on the grant date.Following the lapse of the transfer restrictions, the grantee’s tax basis for purposes of determining gain or loss on subsequent sales will be equal to the fair market value of the AIG common stock on the grant date. Any gain or loss resulting from any sale of AIG common stock delivered to a grantee will be treated as long- or short-term capital gain or loss, depending upon how long he or she holds the AIG common stock after the grant date. Dividends paid on the AIG common stock subject to transfer restrictions are reportable by the grantee, during the restricted period, as additional dividend income.In the taxable year in which a grantee recognizes ordinary income on account of restricted shares awarded to such grantee, AIG will generally be entitled to a deduction equal to the amount of ordinary income recognized by the grantee. In the event that a restricted share award is forfeited by the grantee after having made a Section 83(b) election, AIG will include in its income the amount of its original deduction.RESTRICTED STOCK UNITSA grantee of a restricted stock unit award (whether time-vested or subject to achievement of performance goals) will not be subject to ordinary income or FICA taxation at grant. Instead, a grantee will be subject to FICA tax at the time any portion of such award vests and will be subject to income tax at ordinary rates on the fair market value of the AIG common stock (or the amount of cash) received on the date of delivery. AIG generally will be entitled to a deduction in an amount equal to the amount included in a grantee’s ordinary income. The fair market value of the AIG common stock (if any) received on the delivery date will be a grantee’s tax basis for purposes of determining any subsequent gain or loss from the sale of the AIG common stock. Gain or loss resulting from any sale of AIG common stock delivered to a grantee will be treated as long- or short-term capital gain or loss depending upon how long he or she holds the AIG common stock after the delivery date of the award.SECTION 409AThe terms of the 2021 Plan and each award granted under the 2021 Plan are intended to comply with Section 409A of the Code, which imposes specific restrictions on nonqualified deferred compensation arrangements, whether by reason of such awards qualifying as short-term deferral or otherwise. Failure to satisfy the applicable requirements under these provisions for awards considered deferred compensation would result in the acceleration of income and additional income tax liability to the recipient, including certain penalties.124 2021 Proxy StatementProposal 3—Approval of American International Group, Inc. 2021 Omnibus Incentive PlanThis Proposal 3 gives holders of AIG common stock the opportunity to vote for or against the following resolution:RESOLVED: that the holders of Common Stock of the Company approve the American International Group, Inc. 2021 Omnibus Incentive Plan, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders in Appendix B.AIG STATEMENT IN SUPPORTThe Board believes that the future success of AIG depends, in large part, upon the ability of the company to maintain a competitive position in attracting, motivating, rewarding and retaining key employees, officers and directors. The 2021 Plan is designed to aid AIG in attracting, motivating, rewarding and retaining these key individuals through grants of cash-based and various types of stock-based compensation. The ability to grant awards under the 2021 Plan will allow AIG to offer these individuals performance incentives and a proprietary interest in AIG. In addition, stock-based awards will further encourage the efforts of AIG employees, officers and directors to enhance shareholder value and provide incentives against taking imprudent risks, further fostering an ownership culture focused on long-term performance.RECOMMENDATIONYour Board of Directors unanimously recommends a vote FOR this resolution.2021 Proxy Statement125Report of the Audit Committee and Ratification of Selection of AccountantsReport of the Audit Committee and Ratification of Selection of AccountantsManagement is responsible for the preparation, presentation and integrity of AIG’sCompany's financial statements, for its accounting andmaintaining effective internal control over financial reporting, principles and for the establishment and effectivenessits assessment of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles in the U.S. and expressing an opinion on the effectiveness of internal control over financial reporting. PwC, the Audit Committee-appointed independent auditor for the year ended December 31, 2023, is responsible for expressing opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on its audits. PwC is also expected to discuss with the Audit Committee any other matters it deems appropriate.independent auditorsAudit Committee regularly meets with management and with PwC and holds executive sessions, including with PwC, the chief financial officer and chief internal auditor, to discuss their reviews, the evaluation of internal control over financial reporting and the overall quality of our financial reporting.free accessalso discussed PwC's independence from management, including communications from PwC required by the PCAOB’s Rule 3526, Communication with Audit Committees Concerning Independence, Rule 3524, Audit Committee Pre-Approval of Certain Tax Services, and Rule 3525, Audit Committee Pre-approval of Non-Audit Services Related to Internal Control Over Financial Reporting.to discuss any matters they deem appropriate.AUDIT COMMITTEE ORGANIZATION AND OPERATIONCommittee’s function is to assistCommittee reviewed management’s assessment and report on the Board in its oversight of:The integrityeffectiveness of AIG’s financial statements;AIG’sour internal control over financial reporting;AIG’s compliancereporting, as well as PwC’s audit report on the effectiveness of our internal control over financial reporting, which were both included in our Annual Report on Form 10-K for the year ended December 31, 2023. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board — and the Board approved — the inclusion of the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with legalthe SEC.regulatory requirements;the Board approved — the appointment of PwC as our independent auditor for 2024.
accountants’auditor’s qualifications, performance and independence, and performance;every five years (or more frequently if the Audit Committee deems it appropriate), considers whether to select a different independent auditor. PwC, or one of its predecessor firms, has been our independent audit firm since 1980.The performance the Board believe that the continued retention of AIG’s internalPwC as our independent registered public accounting firm is in the best interests of the Company and our shareholders.function.also authorized to approve regular, periodic cash dividends on AIG common stock and preferred stock consistent with any Board-approved dividend policies.involved in the selection of the lead audit partner. The Audit Committee’s duties and responsibilities include reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on AIG’s business, financial statements or compliance policies, and AIG’s relations with regulators and governmental agencies. The Audit Committee also coordinatesselection process includes meetings with the Risk and Capital Committee to (1) support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock consistent with Board-approved dividend policies and (2) help ensure the Board and each Board Committee has received the information it needs to carry out their responsibilities with respect to risk assessment and risk management. The Audit Committee is also directly responsible for the appointment, compensation, retention and oversight of the work of AIG’s independent registered public accounting firm. The Audit Committee’s charter is available in the About Us—Leadership and Governance—Corporate Governance Documents section of AIG’s corporate website at www.aig.com.The Audit Committee held 7 meetings during 2020. The Audit Committee Chaircandidate and members of the Audit Committee, also held numerous additional sessions throughout 2020including the chair, as well as consideration of the candidate by the full Audit Committee with membersinput from management. PwC’s most recent lead audit partner assumed the role in connection with the audit of AIG’s corporate, business segmentour December 31, 2019 financial statements and internalcompleted his service with the audit management and with AIG’s independent registered public accounting firm, PricewaterhouseCoopers LLP. of the December 31, 2023 financial statements. A new lead audit partner assumed the role in January 2024.believes that these meetings were helpful in dischargingassesses PwC’s independence throughout the year. This ongoing assessment includes:oversight responsibilities, including with respect to financial reportingpractices for maintaining independence and disclosure, risk management and internal controls.IndependenceThe Board, onensuring the recommendationrotation of the NCGC, has determinedlead and concurring audit partnersall memberssuch services are compatible with maintaining the firm’s independencethe Audit Committee are independent, as required by NYSE listing standardsPwC partners and SEC rules.ExpertiseThe Board has also determined, on the recommendation of the NCGC,other professionals to help ensure that all members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as defined by NYSE listing standards, and that Messrs. Fitzpatrick, Lynch, Porrino and Steenland (as an ex-officio, non-voting member) are audit committee financial experts, as defined under SEC rules. Although designated as audit committee financial experts, no member of the Audit Committee is an accountant for AIG or, under126 2021 Proxy StatementReport of the Audit Committee and Ratification of Selection of AccountantsSEC rules, an “expert” for purposes of the liability provisions of the Securities Act of 1933, as amended (the Securities Act) or for any other purpose.AUDITED FINANCIAL STATEMENTSIn the performance of its oversight function, the Audit Committee has considered and discussed the 2020 audited financial statements with management and PricewaterhouseCoopers LLP, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, clarity of the disclosures and the condition of internal control over financial reporting. The Audit Committee has reviewed with the Chief Auditor (Head of Internal Audit) and the PricewaterhouseCoopers LLP engagement team the scope and plans for their respective audits and has met with each of the Chief Auditor and senior engagement partners of PricewaterhouseCoopers LLP, with and without management present, to discuss audit results, their evaluations of AIG’s internal controls and the overall quality of AIG’s financial reporting. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed byPwC observes the applicable requirements of the PCAOB and the SEC. Finally, the Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP as required by the PCAOB’sindependence rules regarding such hiring practicesauditor’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence.CONCLUSIONBased upon the reports and discussion described in this report, the Audit Committee, in accordance with its responsibilities, recommended to the Board, and the Board approved, inclusion of the audited financial statements for the year ended December 31, 2020 in AIG’s 2020 Annual Report on Form 10-K.Audit CommitteeAmerican International Group, Inc.Peter R. Porrino, ChairJohn H. FitzpatrickChristopher S. LynchLinda A. MillsAmy L. Schioldager2021 Proxy Statement127Proposal 4—Ratification of Selection of PricewaterhouseCoopers LLPProposal 4—Ratification of Selection of PricewaterhouseCoopers LLPProposal 4—Ratification of Selection of Independent Registered Public Accounting Firm for 2021What am I voting on?We are asking shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.Voting Recommendationü FORthe ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.The Audit Committee and the Board have approved the engagement of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2021. Representatives of that firmfrom PwC are expected to be present duringparticipate in the Annual Meeting and will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.Ratificationquestions from shareholders.(in millions) Audit Fees Total 2022 $ 49.2 $ 44.9 $ 3.0 $ 0.3 $ 97.4 2023 $ 66.0 $ 26.1 $ 1.7 $ 0.2 $ 94.1 the selection of accountants requires approval by a majority of the votes cast by the shareholders of AIG common stock, which votes are cast “for” or “against” the ratification. Neither AIG’s Amended and Restated Certificate of Incorporation nor AIG’s By-laws require that the shareholders ratify the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm. AIG’s Board is requesting shareholder ratification as a matter of good corporate practice. If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that such change would be in the best interests of AIG and its shareholders.The Audit Committee evaluates the qualifications, performance, and independence of the independent auditor, including the lead partner, on an annual basis (in each case, in light of SEC and PCAOB standards then in effect). The Audit Committee ensures the regular rotation of the lead audit partner as required by law and is involved in the selection of the lead audit partner. The selection processfees for the lead audit partner includes meetings among the Audit Committee Chair, members of the Audit Committee and the candidate for lead audit partnerour consolidated financial statements as well as discussion by the full Audit Committeesubsidiary and with management. The current lead audit partner assumed the role in connection with the audit of AIG’s December 31, 2019 financial statements. In addition, the Audit Committee receives periodic reports on the hiring of PricewaterhouseCoopers LLP partners and other professionals to help ensure PricewaterhouseCoopers LLP satisfies applicable independence rules.PricewaterhouseCoopers LLP has served as AIG’s independent registered public accounting firm since 1980 and reportsstatutory audits directly related to the Audit Committee. In selecting PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2021, the Audit Committee considered a number of factors, including:•the quality of its ongoing discussions with PricewaterhouseCoopers LLP including the resolution of accounting and financial reporting matters with the national office;•the professional qualifications of PricewaterhouseCoopers LLP, the lead audit partner and other key engagement partners;•PricewaterhouseCoopers LLP’s depth of understanding of AIG’s global businesses, accounting policies and practices and internal control over financial reporting;•PricewaterhouseCoopers LLP’s expertise and capabilities in handling the breadth and complexity of AIG’s businesses and global footprint including approximately 290 audit, statutory, and other audit-related reports;•PricewaterhouseCoopers LLP’s independence program and its processes for maintaining its independence;128 2021 Proxy StatementProposal 4—Ratification of Selection of PricewaterhouseCoopers LLP•the appropriateness of PricewaterhouseCoopers LLP’s fees for audit and non-audit services (on both an absolute basis and as compared to fees charged to AIG peer companies of comparable size and complexity by PricewaterhouseCoopers LLP and its peer firms);•consideration of PricewaterhouseCoopers LLP’s known legal risks and significant proceedings that may impair their ability to perform AIG’s annual audit, if any;•the most recent PCAOB inspection report on PricewaterhouseCoopers LLP and the results of the most recent American Institute of Certified Public Accountants peer review and self-review examinations; and•the results of management’s and the Audit Committee’s annual evaluations of the qualifications, performance and independence of PricewaterhouseCoopers LLP.In addition, the Audit Committee periodically considers the appropriateness of a rotation of the independent registered public accounting firm. At this time, theconsolidated audit. Audit Committeefees include out-of-pocket expenses of $0.9 million in 2023 and the Board believe that the continued retention of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm is$1.0 million in 2022.best interests of AIGtable above.its shareholders.Under AIG’s policy for pre-approval of audit and permitted non-auditrelated services that are traditionally performed by PricewaterhouseCoopers LLP, the Audit Committee approves categories of services and fees for each category. The pre-approved services include: audit services, such as financial statement audits and regulatory filings; audit-related services, such asindependent accountants, including: audit and pre- and post-implementation reviews of systems, processes and controls,controls; regulatory and compliance attestations,attestations; employee benefit plan audits,audits; due diligence related to acquisitions and divestituresdivestitures; statutory audits not directly related to the performance of the consolidated audit and financial accounting and reporting accounting consultations; tax services, such asconsultations. The audit-planning;planning and consultations.permitted non-audit services, such asfees include fees related to regulatory compliance reviews, information technology reviews, information resources, risk management services, business function reviews and other compliance reviews.evaluatesreviews and pre-approves all audit and permitted non-audit services by PwC. It also considers proposed fees — and regularly monitors approved non-audit fees — to determine whether the services are compatible with maintaining the firm’s independence. Fees may not exceed the dollar caps without the Audit Committee’s approval. The Audit Committee approved all of PwC’s engagements and associated fees for 2022 and 2023.those engagements related to taxthe quality of their audit work and accounting advice considering the nature of such services in light of auditorin accordance with the rulesfrom managementPCAOB. No expenditure may exceedappropriateness of the dollar caps withoutfirm’s fees for audit and non-audit servicesseparate specific approvalfirm’s audit practices and the firm’s quality control effortsCommittee.RECOMMENDATIONYour BoardCommittee’s ongoing and annual evaluation of Directors unanimously recommends a vote FOR the proposal to ratify the selection of PricewaterhouseCoopers LLP.FEES PAID TO PRICEWATERHOUSECOOPERS LLPThe table below shows the fees paid by PwC’s performance to PricewaterhouseCoopers LLP in 2020 and 2019. 2020
($ in millions)2019
($ in millions)Fees paid by AIG: Audit fees(1) 48.9 49.0 Audit-related fees(2) 23.4 19.4 Tax fees(3) 1.3 1.0 All other fees(4) 1.3 1.7 (1)Audit fees include fees for the audit of AIG’s consolidated financial statements, as well as subsidiary and statutory audits directly related to the performance of the AIG consolidated audit. Audit fees include out-of-pocket expenses of $1.1 million in 2020 and $2.0 million in 2019.(2)Audit-related fees include fees for assurance and related services that are traditionally performed by independent accountants, including: audit and pre- and post-implementation reviews of systems, processes and controls; regulatory and compliance attestations; employee benefit plan audits; due diligence related to acquisitions and divestitures; statutory audits not directly related to the performance of the AIG consolidated audit and financial accounting and reporting consultations.(3)Tax fees are fees for tax return preparation, transaction-based tax reviews, review of tax accounting matters, and other tax planning and consultations.(4)All other fees include fees related to regulatory compliance reviews, information technology reviews, information resources, risk management services, business function reviews and other compliance reviews.2021 Proxy Statement129Proposal 4—Ratification of Selection of PricewaterhouseCoopers LLPThe services provided by PricewaterhouseCoopers LLP and the fees paid by AIG were authorized and approved by the Audit Committee in compliance with the pre-approval policy and procedures described above. The Audit Committee considers the non-audit services rendered by PricewaterhouseCoopers LLP during the most recently completed fiscal year in its annual independence evaluation.PricewaterhouseCoopers LLP also provides audit services to certain unconsolidated private equity and real estate funds managed and advised by AIG subsidiaries. Fees related to these audits were $5.5 million and $5.4 million in 2020 and 2019, respectively, and are not reflected in the fees in the table above.130 2021 Proxy StatementProposal 5—Shareholder Proposal on Special Shareholder MeetingsProposal 5—Shareholder Proposal on Special Shareholder MeetingsProposal 5—Shareholder Proposal Relating to Special Meeting RightRequesting an Independent Board Chair PolicyProposal 5 is a shareholder proposal to give shareholders who hold10 percent$2,000 in market value of our outstandingAIG Parent common stock entitled to vote on the rightproposal for at least three years, and that he intends for John Chevedden to call special meetings.X 
for- see the reasons set forth below under “—AIG"AIG Statement in Opposition”Opposition" beginning on page 95 below.The following shareholder proposal will be voted on during the Annual Meeting only if properly presented by, or on behalf of, the shareholder proponent. In accordance with SEC rules, the shareholder proposal is presented below as submitted by the shareholder proponent. AIG disclaims all responsibility for the content of the proposal and its supporting statement, including other sources referenced in the supporting statement. Names, addresses and shareholdings of the shareholder proponent will be supplied promptly upon oral or written
made to AIG’s Corporate Secretary.Yourthat the Board of Directors unanimously recommendsadopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.vote AGAINSTTemporary Chairman of the proposalBoard who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.reasons set forth followingnext CEO transition.proposal.Proposal 5—Special Shareholder Meeting Improvement
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.It currently takes 30% of the shares that normally vote at the2023 American International Group annual meeting with Mr. Peter Zaffino as a relatively new Chairman/CEO. This is all the more impressive because the AIG Board of Directors was against the 2023 proposal and it takes a lot more shareholder conviction to callvote against a special shareholder meeting.A special shareholder meeting is a means shareholders can useBOD recommendation than to raise important matters outside the normal annual meeting cycle like the election of a new director. Consequently the mere presence of this proposal in our bylaws will be an added incentive for better director performance.For instance the 2020 edition of this shareholder proposal stated:“Adoption of this proposal could createsimply go along with it. This 45%-support likely represented more of an incentive for 3 of our directors on our Executive Pay Committee (Douglas Steenland, Chairman, Henry Miller and Wyllie Don Cornwell) to do better than being rejected by 10-times as many votes as certain other AIG directors [in 2019].” In 2020 director voting performance was improved following this text in the 2020 shareholder proposal.This proposal topic won 44%-support at the 2020 AIG annual meeting. This 44% was close to or greater than 51%50%-support from the shares thatprofessional investors who have access to independent proxy voting advice. Unfortunately most retail shareholders doaccessmuch of a role in regard to executive pay or the performance of each directors.proxy voting advice.2021 Proxy Statement131Proposal 5—Shareholder Proposal on Special Shareholder MeetingsAnd since the 2020 AIG annual meeting there has been a dramatic development that makes shareholder meetings so much easier for management with a substantial cost reduction. Cost was a big cornerstone to the 2020 management resistance to this proposal topic.Management entrenchment is so well defended at an online shareholder meeting that shareholders should have a corresponding greater flexibility in calling forboard chairman. A lead director cannot call a special shareholder meeting.It is astounding what management can get away with at an online shareholder meeting. At a bare bones online shareholder meeting almost everything is optional. For instance a management narrative on the state of the company is optional. Also management answers to shareholder questions are optionaland cannot even if management asks for questions.Management hardly needs to prepare for an online shareholder meeting. Thus shareholders should rightfully have more flexibility in requesting a special shareholder meeting. The core purpose of such a meeting can simply be the announcement of the vote. And there is no management transparency on how little an online shareholder meeting costs.The Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button for shareholders that was used to quash constructive criticism. AT&T would not even allow shareholders to speak at its online shareholder meeting.Shareholders thus need greater flexibility in calling for a special shareholder meeting. Please vote yes:Special Shareholder Meeting Improvement—Proposal 5132 2021 Proxy StatementProposal 5—Shareholder Proposal on Special Shareholder MeetingsThe Board has considered the shareholder proposal and unanimously recommends a vote AGAINST the proposal. We believe that this proposal is not in the best interests of our shareholders, and that AIG’s existing corporate governance practices, including the right of shareholders to call a special meeting ensure Boardof the board. A lead director can delegate most of his lead director duties to others and management accountability to our shareholders. Ourthen simply rubber-stamp it. There is no way shareholders voted down nearly identical proposals at both our 2019 and 2020 Annual Meetings.Key Reasons to vote against this proposal:• Shareholders already have a meaningful right to call a special meeting—as few as three shareholders could reach our 25 percent threshold based on our current ownership composition• The proposed 10 percent threshold is lower than the vast majority of S&P 500 companies that offer shareholders the right to call special meetings• The proposed 10 percent threshold could be reached by as few as two shareholders based on our current ownership composition, which could lead to abuse or unnecessary disruption• Special meetings require substantial expenses and resources that should only be called upon in extraordinary circumstances• AIG has strong corporate governance practices, including proxy access and an existing special meeting right, which afford shareholders powerful levers to hold directors accountable and pursue appropriate matters when necessaryOUR SHAREHOLDERS ALREADY HAVE A MEANINGFUL RIGHT TO CALL A SPECIAL MEETINGAIG’s By-laws already provide that any shareholders who together own an aggregate of at least 25 percent of AIG’s outstanding common stock may call a special meeting. This threshold can be achieved by as few as three shareholders based on our current ownership composition. We believe this 25 percent threshold is appropriate and aligned with our shareholders’ interests and is within the mainstreamsure of special meeting rights at S&P 500 companies.25 percent threshold is designed to strike the proper balance between ensuring that shareholders have the ability to call a special meeting while protecting against the risk that a small minority of shareholders could trigger the expense and disruption of a special meeting. A lower threshold could allow shareholders with narrow or special interests to pursue matters that are not widely viewed as requiring immediate attention or that are being pursued for reasons that may not be in the best interests of AIG or our shareholders generally.AIG’s current 25 percent threshold is in line with other large public companies that offer shareholders the right to call special meetings, and the vast majority of S&P 500 companies that allow shareholders to call special meetings do not have an ownership threshold as low as ten percent.AT A LOWER THRESHOLD, SPECIAL-INTEREST GROUPS COULD ABUSE THE SHAREHOLDER RIGHT TO CALL A SPECIAL MEETINGGiven our heavily institutional and concentrated stock ownership, the failure by a special meeting proponent to convince holders of at least 25 percent of our common stock to support a special meeting would be a strong indicator that most shareholders do not believe that a special meeting is warranted. Lowering the threshold for calling special meetings could allow disruptions by special-interest shareholder groups with agendas that are not in the best interests of AIG or other shareholders generally.Moreover, in addition to our 25 percent ownership threshold for special meetings to be called by AIG’s shareholders, special meetings of shareholders may be called by the Board, the ChairChairman of the Board can override advice from the Chief Executive Officerlead director.AIG’sconcerns for the Board’s consideration. Mr. Rice speaks with Mr. Zaffino regularly, and the Board believes that Mr. Rice’s professional experience positions him well for working collaboratively with Mr. Zaffino while simultaneously providing independent oversight of management.Secretary,Governance Guidelines, including expanding upon the role of the Lead Independent Director. The Lead Independent Director has the following duties and responsibilities:whomthe Board and calling and chairing additional executive sessions and meetings of the Independent Directors as needed;duty underresponsibilities are best fulfilled by retaining flexibility to determine the law to act inleadership structure that serves the best interests of AIG and its shareholders, as a whole. considering the Company’s needs and circumstances at any given time.proposal’s tenBoard does not believe that any single leadership model is appropriate in all circumstances. This view is supported by the diversity of practice at U.S. public companies: according to the 2023 U.S. Spencer Stuart Board Index, only 39 percent ownership threshold would permit a small group of shareholders whoS&P 500 companies have no duty to act inan independent chair and 41 percent of S&P 500 companies have combined the best interestsboard chairperson and CEO roles.AIG or our shareholders at-large to use the extraordinary measure of a special meeting to serve a potentially narrow self-interest. Such2021 Proxy Statement133Proposal 5—Shareholder Proposal on Special Shareholder Meetingsa low threshold gives a small minority of shareholders the unlimited power to call a special meeting and opens the door to potential abuse and waste of corporate resources.SPECIAL MEETINGS REQUIRE SUBSTANTIAL EXPENSES AND RESOURCESSpecial meetings are generally intended for extraordinary company business, such as when fiduciary or strategic considerations require that the matter be addressed on an expeditious basis that cannot wait until the next annual meeting. Given the size of AIGmanagement, and our number of shareholders, a special shareholder meeting is a significant undertaking that requires substantial company expense and Board and management resources. These expenses and resources are required whether AIG holds a special meeting in-person or virtually.AIG must pay to prepare, print and distribute disclosure documents to shareholders, solicit proxies, hold the meeting and tabulate votes, costs that are substantially similar regardless of whether a meeting is held in-person or virtually. In addition, the Board and management must divert time and focus from their responsibility of managing the company on behalf of all shareholders to prepare for and conduct the special meeting. Such time and focus are appropriate if a reasonably large representation of our shareholders support holding a special meeting. But a low ten percent threshold risks that special meetings will be called for reasons not in the best interests of our shareholders generally, therefore detracting from our Board’s and management’s primary focus of leading and operating our business.AIG’S EXISTING CORPORATE GOVERNANCE PRACTICES AND POLICIES ENSURE BOARD ACCOUNTABILITY AND ARE RESPONSIVE TO THE CONCERNS OF OUR SHAREHOLDERSThe proposed ten percent threshold not only enables a small minority of the AIG’s ownership to force the company to take what is an extraordinary action, but such a low threshold is unnecessary in light of AIG’s existingrobust corporate governance practices and its demonstrated, ongoing commitmentmechanisms seek to engagement with our shareholders.•Robust shareholder engagement•Strong shareholder rights•Existing special meeting rightAs discussed in “Corporate Governance” beginning on page 21ensure accountability.AIG’s currentrisk management, the compensation of executive officers, the nomination of directors, and the development of corporate governance practices reflectprinciples. In addition, under the Board’s dedication to being responsiveCorporate Governance Guidelines and accountable to shareholders. Fostering long-term relationships with our shareholders and maintainingeach committee’s charter, independent directors may, in their trust is a priority for the Board. Engagement with shareholders helps the Board gain useful feedback on a wide variety of topics, including corporate governance, as well as executive compensation, corporate social responsibility, business strategy and performance and related matters. In 2020, we solicited engagement meetings with 57 of our top shareholderssole discretion, retain separate legal, accounting, and other key stakeholders representing over 79 percent of our shares outstanding. We held 34 meetings with shareholders representing over 50 percent of our shares outstanding. Independent representatives of our Board participatedadvisors, as they deem necessary or appropriate. The independent directors regularly meet in five of these engagement meetings. These meetings strengthen AIG’s relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by theprivate sessions without management during Board and management.In 2020,committee meetings, and the Lead Independent Director is empowered to call additional private sessions as a result of the COVID-19 crisis, AIG held its Annual Meeting in a virtual-only format, which we intend to do again in 2021. AIGneeded. The Board believes that the virtual meeting format affords shareholder engagement and an opportunity for meaningful shareholder participation, including the ability to hear from company leadership and ask questions electronically during the meeting. Similar to the practice at our prior in-person meetings, at AIG’s virtual 2020 Annual Meeting of Shareholders, both our Chief Executive Officer and Chair addressed shareholders on the company’s strategy, recent performance and outlook. Those remarks were followed by a robust general question and answer session during which they responded to every question submitted by shareholders, evidencing meaningful shareholder participation. Whether held in-person or virtually, AIG’s annual meetings of shareholders continue to serve as a key component of our consistent engagement with shareholders.134 2021 Proxy StatementProposal 5—Shareholder Proposal on Special Shareholder MeetingsThe Board is committed to goodCompany’s overall corporate governance and regularly reviews our practices, corporate governance developments and shareholder feedback to ensure continued effectiveness. These corporate governance practices include:•All our directors are elected annually.•All our directors are elected by a majority of votes cast (in uncontested elections).•All our directors, with the exception of our Chief Executive Officer and Executive Chair, are independent, and each of the Audit Committee, CMRC, NCGC, Risk and Capital Committee and Technology Committee are entirely composed of independent directors.•We align our directors’ interests with those of our shareholders through robust stock ownership requirements.•We have an extensive shareholder engagement program with independent director participation.•Shareholders have a proxy access right under AIG’s By-laws pursuant to which shareholders can nominate a director candidate to stand for election, and have that nominee included in AIG’s proxy materials.•As mentioned above, shareholders already have the ability to call a special meeting under AIG’s By-laws.In light offramework already satisfies the strongproposal’s stated objectives. Existing corporate governance practices and shareholder rights AIG hasmechanisms include:place, includinguncontested electionsright for shareholders holding 25 percentCEO performanceour outstanding shares to call a special meeting, the Lead Independent Director annuallyadoption of this shareholder proposal is unnecessary and is notgiven the robust independent oversight framework in place, shareholders are best served by the long-term interests of our shareholders.RECOMMENDATIONYourBoard retaining the flexibility to determine, from time to time, the most appropriate leadership structure based on the Company’s needs under the circumstances existing at the time.this resolution. the shareholder proposal requesting an independent Board chair policy.2021 Proxy135 in Opposition" beginning on page 98 below.Voting InstructionsInformationVoting Instructionsthe director remains as a "holdover" director, the resignation bylaw shall stipulate that should a "holdover" director fail to be re-elected at the next annual election of directors, that director's new tendered resignation will be automatically effective 30 days after the certification of the election vote. The Board shall report the reasons for its actions to accept or reject a tendered resignation in a Form 8-K filing with the U.S. Securities and Informationenclosed proxy is solicited on behalf of AIG’sProposal requests that the Board establish a director resignation bylaw to enhance director accountability. The Company has established in its bylaws a majority vote standard for use duringin an uncontested director election, an election in which the number of nominees equal the number of open board seats. Under applicable state corporate law, a director's term extends until his or her successor is elected and qualified, or until he or she resigns or is removed from office. Therefore, an incumbent director who fails to receive the required vote for election under majority vote standards continues to serve as a "holdover" director until the next annual meeting. A Company governance policy currently addresses the continued status of an incumbent director who fails to be re-elected by requiring such director to tender his or her resignation for Board consideration.Frequently Asked Questions About the Annual Meeting Meeting.WHEN AND WHERE IS OUR ANNUAL MEETING? virtually via the Internetin a virtual format on Wednesday, May 12, 202115, 2024, at 11:00 a.m., Eastern Daylight Time. You may accessThe virtual meeting website is www.virtualshareholdermeeting.com/AIG2024.Meeting at www.virtualshareholdermeeting.com/AIG2021. In light of COVID-19, forMeeting? safety and well-being of our shareholders and employees, and taking into account the protocols of local, state and federal governments, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format, only, via the Internet, with no physical in-person meeting. We believe that the virtual meeting format affords our shareholders an opportunity for meaningful participation, while mitigating these safety concerns. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions via the Internet.HOW ARE WE DISTRIBUTING OUR PROXY MATERIALS? We are using the SEC rule that allows companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about March 30, 2021, we sent shareholdersholding AIG Parent common stock as of record at the close of business on March 17, 202118, 2024, which is referred to as the “record date,” may participate from any geographic location with internet connectivity through a Notice Regarding the Availability of Proxy Materials (Notice) or a full set of proxy materials. The Notice contains instructionslive audio webcast at www.virtualshareholdermeeting.com/AIG2024. Once on how to access our Proxy Statement and 2020 Annual Report via the Internet and how to vote. If you receive a Notice,that website, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on howneed to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form on a one-time or ongoing basis. Shareholders who do not receive the Notice will receive either a paper or electronic copy of our Proxy Statement and 2020 Annual Report, which will be sent on or about March 30, 2021.WHO CAN VOTE AT THE ANNUAL MEETING? You are entitled to vote or direct the voting of your shares of AIG common stock if you were a shareholder of record or if you held AIG common stock in “street name” at the close of business on March 17, 2021. On that date, 862,344,587 shares of AIG common stock (exclusive of shares held by AIG and certain subsidiaries) were outstanding, held by 21,225 shareholders of record. Each share of AIG common stock held by you on the record date is entitled to one vote.WHO IS A SHAREHOLDER OF RECORD?During the ten days prior to the Annual Meeting, a list of the shareholders will be available for inspection at the offices of AIG at 175 Water Street, New York, New York 10038. A list of shareholders will also be available for viewing during the Annual Meeting by those who log in at www.virtualshareholdermeeting.com/AIG2021 and enterusing the 16-digit control number providedfound on your proxy card, voting instruction form, notice of internet availability of proxy materials or Notice.If you hold AIG common stock that is registered in your nameemail notification. You may log into the meeting’s website beginning at 10:45 a.m. Eastern Time on May 15, 2024.records of AIG maintained by AIG’s transfer agent, EQ Shareowner Services (formerly known as Wells Fargo Shareowner Services), youAnnual Meeting?a shareholder of record.If you hold AIG common stock indirectly through a broker, bankentitled to vote before or similar institution, you are not a shareholder of record, but instead hold shares in “street name.”WHAT DO I NEED TO PARTICIPATE IN, AND VOTE AT, THE ANNUAL MEETING?You can participate induring the Annual Meeting if they owned shares of AIG Parent common stock on the record date. Please see “How Do I Vote?” on page 100 for more information about voting before or during the Annual Meeting. A list of shareholders of record as of the record date will be available for inspection by logging inshareholders for any purpose that is germane to the meeting from May 3, 2024 to May 14, 2024. Shareholders may request the list by emailing AIGCorporateSecretary@AIG.com. A list of shareholders of record will also be available at www.virtualshareholdermeeting.com/AIG2021. To log in, shareholders (or their authorized representatives)AIG2024 during the Annual Meeting.theyour 16-digit control number providedfound on theiryour proxy card, voting instruction form, notice of internet availability of proxy materials or Notice. We recommend that you log in at least 15 minutes in advance of the Annual Meeting.136 2021 Proxy StatementVoting Instructions and InformationCAN I ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?Shareholders as of our record date who attend and participate in our virtual annual meeting at www.virtualshareholdermeeting.com/AIG2021 will have an opportunity to submit written questions live via the Internet during the meeting. In order to do so, shareholders must first join the meeting by entering their control number as described above under “What Do I Need to Participate In, and Vote At, the Annual Meeting?” Once you have joined the meeting, you can submit a question by clicking on the “Q&A” tab, typing the question into the “Submit a question” field, and clicking “Submit”. Shareholders will be required to identify themselves before they will be able to submit a question during the meeting.Consistent with the rules of conduct for our Annual Meeting, and in order to allow us to answer questions from as many shareholders as possible, eachEach shareholder may submit a maximum of two questions. We ask that questions be succinct and cover only one topic per question. Time may not permit the answering of every question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped and answered together to avoid repetition.We welcome questions from our shareholders and intend to answer all pertinent questions from shareholders as time allows duringMeeting. Conducting the business of the Annual Meeting for the benefit of all shareholders will be paramount. Accordingly, questions that are irrelevant to the business of the meeting or AIG’s operations, contain derogatory remarks about individuals, use offensive language, are in furtherance of the questioner’s personal business needs or are otherwise disruptive or inappropriate for the conduct of the Annual Meeting will not be addressed.WHAT IF I HAVE TROUBLE ACCESSING, OR TECHNICAL DIFFICULTIES DURING, THE ANNUAL MEETING?We will have technicians ready to assist you with any technical difficulties you may have accessing or participating in the Annual Meeting. Meeting?technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log inlogin page at www.virtualshareholdermeeting.com/AIG2021.HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE AND WHAT ARE THE VOTE REQUIREMENTS FOR THE PROPOSALS DURING THE ANNUAL MEETING?ProposalBoard VoteRecommendationVoteRequirementfor ApprovalEffect ofAbstentionsBrokerDiscretionaryVotingAllowed?1.Election of thirteen directorsFOR EACH DIRECTOR NOMINEEMajority of votes castNo effectNo2.Advisory vote on executive compensationFORMajority of votes castNo effectNo3.Approval of American International Group, Inc. 2021 Omnibus Incentive PlanFORMajority of votes castCounts as a vote AGAINSTNo4.Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021FORMajority of votes castNo effectYes5.Shareholder proposal to give shareholders who hold at least 10 percent of our outstanding common stock the right to call special meetingsAGAINSTMajority of votes castNo effectNo2021 Proxy Statement137Voting InstructionsInformationHOW DO I VOTE?You may castentitled to vote. As of the record date, 674,031,796 shares of common stock were issued and outstanding. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. Each share of AIG Parent common stock is entitled to one vote for each matter to be voted on at our Annual Meeting.voteshares of AIG Parent common stock are registered directly in oneyour name with our transfer agent, EQ Shareowner Services, you are considered a “shareholder of four ways:•By Submitting a Proxy by Internet. Go to the following website: www.proxyvote.com. You may submit a proxy by Internet 24 hours a day. To be valid, your proxy by Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 11, 2021. Please have your Notice or your proxy card in hand whenrecord” of those shares. access the website and follow the instructions to create an electronic voting instruction form.•By Submitting a Proxy by Telephone. To submit a proxy using the telephone, call 1-800-690-6903 any time on a touch-tone telephone. There is NO CHARGE to you for the call in the U.S. or Canada. International calling charges apply outside the U.S. and Canada. You may submit a proxy by telephone 24 hours a day, 7 days a week. Please have your proxy card in hand when you call and follow the simple instructions provided by the recorded message. To be valid, your proxy by telephone must be received by 11:59 p.m., Eastern Daylight Time, on May 11, 2021.•By Submitting a Proxy by Mail. Mark your proxy card, sign and date it, and return it in the prepaid envelope that has been provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. To be valid, your proxy by mail must be received by 10:00 a.m., Eastern Daylight Time, on May 12, 2021.•During the Annual Meeting. You can vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/AIG2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form.HOW CAN I REVOKE MY PROXY OR SUBSTITUTE A NEW PROXY OR CHANGE MY VOTE?You have the powerright to revokedirect the intermediary as to how to vote them. Most individual shareholders are beneficial owners of shares held in street name.substituteother communications.newday until 11:59 p.m. Eastern Time on May 14, 2024. To authenticate your internet or telephone vote, you will need to enter your 16-digit control number found on you proxy by:FOR A PROXY SUBMITTED BY INTERNET OR TELEPHONE Subsequently submitting in a timely manner, a newcard, voting instruction form, notice of internet availability of proxy through the Internetmaterials, or email notification. If you vote online or by telephone, you do not need to return a proxy card or voting instruction form. Please note that is receivedparticipants in a 401(k) plan sponsored by the Company must vote by internet or telephone by 11:59 p.m., Eastern Daylight Time, on May 11, 2021; orExecuting and mailing a later-dated proxy card that is received prior to 10:00 a.m., Eastern Daylight Time on May 12, 2021; or2024.•During Annual Meeting at www.virtualshareholdermeeting.com/AIG2021.FOR A PROXY SUBMITTED BY MAIL Subsequently executing and mailing another proxy card bearing a lateror voting instruction form enclosed with your printed proxy materials. Mark, sign and date your proxy card or voting instruction form, and return it in the prepaid envelope that ishas been provided or return it to:prior toby 10:00 a.m., Eastern DaylightTime, on May 15, 2024 or, if your shares are held in a 401(k) plan sponsored by the Company, by 11:59 p.m. Eastern Time on May 12, 2021; or2024.Giving written noticeDuring the Annual Meetingrevocationthe close of business on the record date, March 18, 2024, are entitled to AIG’s Corporate Secretaryvirtually attend and vote during the Annual Meeting online at 175 Water Street, New York, New York 10038 that is received by AIG prior to 10:00 a.m., Eastern Daylight Time, on May 12, 2021; orwww.virtualshareholdermeeting.com/AIG2024.•During the Annual Meeting at www.virtualshareholdermeeting.com/AIG2021.IF I SUBMIT A PROXY BY INTERNET, TELEPHONE OR MAIL, HOW WILL MY SHARES BE VOTED? properly submithave already voted online, by telephone or by mail, your vote during the Annual Meeting will supersede your earlier vote.bycard, mail a new proxy card with a later date, which will override your earlier proxy card, orof these methods, and you do not subsequently revoke your proxy, yourvote. Your shares will be voted in accordance with your instructions.date and return youra proxy card or vote by telephone or the internet but do not give voting instructions on a particular proposal, the proxy holders will be authorized to vote your shares will be voted as follows: FOR the election of AIG’s director nominees specified under “Proposal 1—Election of Directors”; FOR the proposal to approve, on a non-binding advisory basis, executive compensation; FOR the approval of the 2021 Plan; FOR the ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2021; AGAINST the shareholder proposal to give shareholders who hold at least 10 percent of our outstanding common stock the right to call special meetings; and otherwisethat matter in accordance with the judgmentBoard’s recommendation. If you hold your shares in street name and do not give voting instructions on a proposal, your broker is only permitted under the NYSE rules to vote your shares in its discretion on Proposal 3 (ratification of the appointment of thevotingnamed as proxies on the proxy on anycard will vote your shares in favor of such other matter properly brought beforeperson or persons as may be recommended by the Annual Meeting.138 2021 Proxy StatementVoting Instructions and InformationIF I HOLD MY SHARES IN “STREET NAME” AND DO NOT PROVIDE VOTING INSTRUCTIONS, CAN MY BROKER STILL VOTE MY SHARES?UnderIf you own shares held in an AIG-sponsored 401(k) plan, you can direct the rulesvoting of your proportionate interest in shares of AIG Parent common stock held within an AIG-sponsored 401(k) plan by returning a voting instruction card or providing voting instructions by the NYSE, brokersinternet or by telephone to the trustee. In the event that the trustee does not receive voting instructions from you, your shares of AIG Parent common stock held in an AIG-sponsored 401(k) plan shall be voted by the trustee proportionally in the same manner as it votes AIG Parent common stock as to which the trustee or its agent have not received voting instructions from their customers ten days prior toparticipants.Annual Meeting date may vote their customers’ sharesVoting Results?Proposal Vote Required for Approval Effect of Abstentions Election of Directors Majority of votes cast No effect Advisory Vote to Approve Named Executive Officer Compensation Majority of votes cast No effect Majority of votes cast No effect Shareholder Proposal Requesting an Independent Board Chair Policy Majority of votes cast No effect Shareholder Proposal Requesting a Director Resignation By-Law Majority of votes cast No effect the brokers’ discretion on the proposal regarding the ratification of the selection of independent auditors because this is considered “discretionary” under NYSE rules. If your broker is an affiliate of AIG, in the absence of your specific voting instructions, your shares may only be voted in the same proportion as all other shares are voted with respect to that proposal.NYSE rules, each other proposal—the election of directors, the non-binding advisory vote on executive compensation, the approval of the 2021 Plan and the shareholder proposal on special shareholder meetings—is a “non-discretionary” item, which means that member brokers who have not received instructions from the beneficial owners of AIG common stock do not have discretion to vote the shares of AIG common stock held by those beneficial owners on any of those proposals.HOW ARE VOTES COUNTED AND CONSIDERED?Proposal 1—Election of Directors.AIG’s By-laws provide that in uncontested elections, directors must receive a majority of the votes cast by the holders of AIG common stock. In other words,our By-Laws, directors in an uncontested election must receive more votes “for” their election than “against” their election. Pursuant to AIG’s By-laws and“against.” Under our Corporate Governance Guidelines, each nominee who is currently a director has submitted to the Board an irrevocable resignation from the Board that would becomebecomes effective upon (1) the nominee’s failure of such nominee to receive the required vote at the Annual Meeting and (2) Boardthe Board's acceptance of such resignation. In the event that a nominee fails to receive the required vote at the Annual Meeting, the NCGC will then make a recommendation to the Board on the action to be taken with respect to the resignation. The Board will accept suchthat resignation unless the NCGC recommends, and the Board determines, that the best interests of AIGthe Company and its shareholders would not be served by doing so.Proposal 2—Non-binding Advisory Vote to Approve Executive Compensation.Adoption ofresolution onVotes?non-binding advisory vote to approve executive compensation requires a “for” vote of a majority of the votes cast by the holders of AIG common stock, which votes cast are either “for” or “against” the resolution. The results of the vote on this resolution will not be binding on AIG’s Board, will not overrule any decisions the Board has made and will not create any duty for the Board to take any action in response to the outcome of the vote. However, the CMRC values the feedback received from this advisory vote and may, in its sole discretion, take into account the outcome of the vote in analyzing and evaluating future compensation opportunities.Proposal 3—Approval of the American International Group, Inc. 2021 Omnibus Incentive Plan. Approval of the 2021 Plan requires a “for” vote of a majority of the votes cast by the holders of AIG common stock, which votes cast are either “for” or “against” the proposal. Under NYSE rules, abstentions have the effect of a vote against Proposal 3.Proposal 4—Ratification of the Selection of PricewaterhouseCoopers LLP. Ratification of the selection of accountants requires a “for” vote of a majority of the votes cast by the holders of AIG common stock, which votes cast are either “for” or “against” the ratification. Neither AIG’s Amended and Restated Certificate of Incorporation nor AIG’s By-laws require that the shareholders ratify the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm. AIG’s Board is requesting shareholder ratification as a matter of good corporate practice. If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP but may still retain PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee in its discretion may change the selection at any time during the year if it determines that such change would be in the best interests of AIG and its shareholders.Proposal 5—Shareholder Proposal on Special Shareholder Meetings. Approval of the shareholder proposal requires a “for” vote of a majority of the votes cast by the holders of AIG common stock, which votes cast are either “for” or “against” the resolution.2021 Proxy Statement139Voting Instructions and InformationBroker Non-Votes and Abstentions. In the case of the proposals on the election of directors, the non-binding advisory vote on executive compensation, the selection of PricewaterhouseCoopers LLP and the shareholder proposal—only votes cast “for” or “against” the proposal will be considered; abstentions and broker non-votes will not be treated as a vote “for” or “against” the proposal and therefore will have no effect on the vote. With respect to the proposal on the approval of the 2021 Plan, under NYSE rules, abstentions will have the effect of a vote against that proposal.HOW MANY VOTES ARE REQUIRED TO TRANSACT BUSINESS AT THE ANNUAL MEETING?A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of AIG common stock entitled to vote will constitute a quorum. Virtual attendance atvotes. At the Annual Meeting, constitutes presencea representative of Broadridge will act as the independent Inspector of Election and in person for purposesthis capacity will supervise the voting, decide the validity of quorum atproxies, and certify the Annual Meeting. Proxies marked as abstaining, and any broker “non-votes” on behalf of shares held in street name because beneficial owners’ discretion has not been exercised, will be treated as present for purposes of determining a quorumresults.Annual Meeting.HOW DO I OBTAIN MORE INFORMATION ABOUT AIG?A copy of AIG’s 2020 Annual Report, which includes AIG’s 2020 Annual Report on Form 10-K filed withProxy Solicitation and How May the SEC, has been delivered or made available to shareholders. You also may obtain, free of charge, a copy of the 2020 Annual Report and AIG’s 2020 Annual Report on Form 10-K by writing to American International Group, Inc., 175 Water Street, New York, New York 10038, Attention: Investor Relations. These documents also are available in the Investors section of AIG’s corporate website at www.aig.com.WHO PAYS FOR THE EXPENSES OF THIS PROXY SOLICITATION?AIGCompany Solicit My Proxy?bearpay the cost of the solicitation ofsoliciting proxies. Proxies may be solicited by mail, email, personal interview, telephone and facsimile transmissionon our behalf by directors, their associates, and certain officers and regularor employees of AIG and its subsidiaries without additional compensation. In addition to the foregoing, AIG hasin person or by telephone, facsimile or other electronic means. We have retained Morrow Sodali LLC to assist in the solicitation of proxies for a fee of approximately $20,000 plus reasonable out-of-pocket expenses and disbursements of that firm. AIGdisbursements. As required by the SEC and the NYSE, we also will reimburse brokersbrokerage firms and others holding AIGother custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our common stockstock.their names,street name, you can sign up at enroll.icsdelivery.com/aig to get electronic access to proxy materials for future meetings, rather than receiving them in the mail. Once you sign up, you will receive an email each yearnamesfuture, or if you are receiving multiple copies at your address and would like to enroll in “householding” and receive a single copy, contact EQ Shareholder Services at (888) 899-8293, or by mail to 1110 Centre Pointe Curve #101, Mendota Heights, MN 55120 or email stocktransfer@equiniti.com. If you are a beneficial owner of nominees,shares held in street name, please contact your bank, brokerage firm or other intermediary to make your request. There is no charge for forwarding proxy materialsseparate copies.their principals.140 2021 Proxy StatementMattersOther Matters toBusiness be Presented duringat the 2021 Annual MeetingMeeting?ShareholdersOTHER MATTERS TO BE PRESENTED DURING THE 2021 ANNUAL MEETING OF SHAREHOLDERSThethe date of this Proxy Statement, the Board knows of no other matters tomatter that will be properly presented duringfor shareholder action at the Annual Meeting. IfMeeting other than those matters discussed in this Proxy Statement. However, if any other mattersmatter requiring a vote of the shareholders properly comecomes before the Annual Meeting, it isthen the intention ofindividuals acting under the persons namedproxies solicited by the Board will have the discretion to vote on those matters for you.accompanying proxyProxy Statementvote the proxy in accordance with their judgment on such matters.SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETINGAll suggestions from shareholders are given careful attention. Proposals intendedbe considered for inclusion in next year’sour Proxy Statement pursuant tofor the 2025 Annual Meeting under Rule 14a-8 of the Exchange Act, you must send the proposal to our Corporate Secretary by mail or email (see page 103 for contact information). The Corporate Secretary must receive the proposal in writing by 11:59 p.m. Eastern Time on December 3, 2024.should be sentof the Exchange Act), our By-Laws require that you send advance written notice to theour Corporate Secretary of AIG by mail at 175 Water Street, New York, New York 10038 or by e-mail at AIGCorporateSecretary@aig.com and must be received by November 30, 2021.AIG’s By-laws permit a shareholder, or a group of up to 20 shareholders, owning three percent or more of our outstanding shares of AIG common stock continuously(see page 103 for at least three years to nominate and include in AIG’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in AIG’s By-laws. Notice of director nominees submitted pursuant to this proxy access by-law must be delivered to or, if sent by mail, received by the Corporate Secretary of AIG at 175 Water Street, New York, New York 10038 and must be receivedcontact information) for receipt no earlier than October 31, 2021January 15, 2025, and no later than November 30, 2021. The11:59 p.m. Eastern Time on February 14, 2025. This notice of director nominees must include all of the information required by AIG’s By-laws.Under AIG’s By-laws, noticespecified in our By-Laws, a copy of any otherwhich is available on our website at www.aig.com.proposal or the nomination ofwho wishes to nominate a candidate for election as a director to be made duringat the 20222025 Annual Meeting of Shareholders and not submitted for inclusion in next year’s Proxy Statement (either(other than pursuant to Exchange Act Rule 14a-8 or the proxy access“proxy access” provisions of AIG’s By-laws)the By-Laws) must be deliveredsend advance written notice to the Corporate Secretary by mail (see page 103 for contact information) for receipt no earlier than January 15, 2025, and no later than 11:59 p.m. Eastern Time on February 14, 2025. This notice must include the information specified in our By-Laws, a copy of AIGwhich is available on our website at 175 Water Street, New York, New York 10038 not less than 90 nor more than 120 days priorwww.aig.com. In addition to May 12, 2022, unlesscomplying with the 2022 Annual Meetingadvance notice provisions of Shareholders is not scheduledour By-Laws, to be held onnominate a date between April 12, 2022candidate for election, shareholders must give timely notice that complies with the additional requirements of Rule 14a-19 of the Exchange Act, and June 11, 2022, in which case notice must be received no later than March 17, 2025.later of 90 days prior2025 Annual Meeting pursuant to the date“proxy access” provisions of our By-Laws must send advance written notice to the Corporate Secretary (see page 103 for contact information) for receipt no earlier than November 3, 2024, and no later than 11:59 p.m. Eastern Time on which such meeting is scheduled or 10 days after the date on which such meeting date is first publicly announced. TheDecember 3, 2024. This notice must include allthe information specified by the By-Laws, a copy of which is available on our website at www.aig.com.Other Important Information AIG’s By-laws. A copyapplicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in any forward-looking statements is disclosed from time to time in our SEC filings.AIG’s current By-laws is available in the About Us—Leadership and Governance—Corporate Governance Documents section of AIG’s websiteSecretary (see page 103 for contact information);www.aig.com.COMMUNICATIONS WITH THE BOARD OF DIRECTORS has adopted procedures onCompliance Help Line from outside the reporting of concerns regarding AIG’sUnited States, dial the appropriate country code, wait for the prompt, then dial the number). accounting controls or auditing matters and other matters and on communicating with independent directors. These procedures are available incan be sent by:About Us—Leadership and Governance—Corporate Governance Documents section of AIG’s corporate website at www.aig.com.Shareholders and other interested parties may communicate with anyChair of the independent directors, includingAudit Committee in care of the Lead Independent Director and Board Committee Chairs, or the independent directors as a group, by:writing to them c/o Corporate Secretary American International Group, Inc., 175 Water Street, New York, New York 10038;(see page 103 for contact information); or•emailing boardofdirectors@aig.comappropriate recipient.Corporate Governance Guidelines. However, at the discretion of the Corporate Secretary, items unrelated to the directors’ duties and responsibilities as members of the Board may not be forwarded, including solicitations and advertising materials, unsolicited publications, job or product inquiries, invitations to conferences and other materials considered to be illegal, incoherent, trivial, irrelevant, inappropriate, harassing, unsolicited advertisements and/or promotional materialsharassing.invitations to conferences.2021 Proxy Statement141Other MattersElectronic DeliverySenior Financial Officer Code of Proxy MaterialsELECTRONIC DELIVERY OF PROXY MATERIALS In an effort to reduce paper mailed to your homeBusiness Conduct and help lower printingEthics (and any amendments of or waivers from the code), the Employee Code of Conduct and postage costs, weSupplier Code of Conduct are offering shareholders the convenience of viewing online proxy statements, annual reports and related materials. With your consent, we can stop sending future paperavailable on our website (www.aig.com). Printed copies of these documents. To elect this convenience,documents will be provided, without charge, to any shareholder upon a request addressed to Investor Relations through the contact information provided on page 103.may followand their immediate family members— has a direct or indirect material interest. Under the instructions when voting online at www.proxyvote.com. Followingpolicy, the Annual Meeting, you may continueNCGC determines whether each transaction presented to register for electronic deliveryit should be approved (or, where applicable, ratified) based on whether the transaction is in, or is not inconsistent with, the best interests of future documentsthe Company and its shareholders. Certain types of transactions are considered pre-approved by visiting http://enroll.icsdelivery.com/aig. If you own shares indirectly through a broker, bank, or other nominee, please contact yourthe NCGC, such as insurance and financial institution for additional information regarding enrolling for electronic delivery.We are pleased to be usingservices transactions (including the SEC’s rule that allows companies to furnish proxy materials to their shareholders overpurchase and sale of our products and services) entered into in the Internet. In accordance with this rule, on or about March 30, 2021, we sent shareholders of record at the closeordinary course of business on March 17, 2021,terms and conditions generally available in the marketplace and in accordance with applicable law.Noticereview of these reports, and upon written representations from the reporting persons, we believe that the only filing deficiency under Section 16(a) by our directors, officers and greater than 10 percent holders during 2023 was a late Form 4 filed on July 26, 2023 for William G. Jurgensen to report transactions conducted by a third-party investment advisor in its sole discretion without his direction or a full set of proxy materials. The Notice contains instructions on how to access our Proxy Statement and 2020 Annual Report via the Internet and how to vote.Important Notice Regarding the Availability of Proxy Materialsknowledge, which had been inadvertently omitted from prior reported holdings for the 2021 Annual Meeting of Shareholdersyears 2014 to be held virtually via the Internet on May 12, 2021. Our 2021 Proxy Statement and 2020 Annual Report2020.available free of charge on our website at www.aig.com.IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTSThe SEC’s rules permit us to deliver a single Noticecited or set of Annual Meeting materials to a single address shared by two or more of our shareholders. We have delivered only one Notice or set of Annual Meeting materials to multiple shareholders who share that address unless AIG received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce printing and postage costs. However, if any shareholder residing at such address wishes to receive a separate copy of the Notice of Annual Meeting of Shareholders, proxy materials, Proxy Statement or 2020 Annual Report, he or she may contact Investor Relations at 175 Water Street, New York, New York 10038, 212-770-6293, and AIG will deliver those documents to such shareholder promptly upon receiving the request. Any such shareholder may also contact Investor Relations if he or she would like to receive separate proxy materials and annual reports in the future. If a shareholder receives multiple copies of AIG’s proxy materials and annual reports, he or she may request householding in the future by contacting Investor Relations.Information and reports on our website that we referreferred to in this Proxy Statement will notshall be deemed ato form part of, or otherwiseto be incorporated by reference into, this Proxy Statement.AIGus under the Securities Act of 1933 or the Exchange Act, the Letter to Shareholders from Messrs. Duperreault and SteenlandMr. Zaffino, the Letter to Shareholders from Mr. Rice and the sections of this Proxy Statement entitled “Letter from the Compensation and Management Resources Committee,” “Report of the Compensation and Management Resources Committee” and “Report of the Audit Committee” (to the extent permitted by the SEC rules), shall not be deemed to be so incorporated, unless specifically otherwise provided in such filing.142 2021 Proxy StatementCautionary Statement Regarding Forward-Looking InformationCautionary Statement RegardingForward-Looking InformationThis Proxy StatementThe section titled “Directors, Executive Officers and other publicly available documents may include, and officers and representatives of AIG may from time to time make and discuss, projections, goals, assumptions and statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These projections, goals, assumptions and statements are not historical facts but instead represent only a belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. These projections, goals, assumptions and statements include statements preceded by, followed by or including words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “focused on achieving,” “view,” “target,” “goal” or “estimate.” These projections, goals, assumptions and statements may relate to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, anticipated organizational, business or regulatory changes, the effect of catastrophes, such as the COVID-19 crisis, and macroeconomic events, anticipated dispositions, monetization and/or acquisitions of businesses or assets, or successful integration of acquired businesses, management succession and retention plans, exposure to risk, trends in operations and financial results.It is possible that AIG’s actual results and financial condition will differ, possibly materially, from the results and financial condition indicated in these projections, goals, assumptions and statements. Factors that could cause AIG’s actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and statements include:the adverse impact of COVID-19, including with respect to AIG’s business, financial condition and results of operations;changes in market and industry conditions, including the significant global economic downturn, volatility in financial and capital markets, prolonged economic recovery and disruptions to AIG’s operations driven by COVID-19 and responses thereto, including new or changed governmental policy and regulatory actions;the occurrence of catastrophic events, both natural and man-made, including COVID-19, other pandemics, civil unrest and the effects of climate change;AIG’s ability to successfully dispose of, monetize and/or acquire businesses or assets or successfully integrate acquired businesses, including any separation of the Life and Retirement business from AIG and the impact any separation may have on AIG, its businesses, employees, contracts and customers;AIG’s ability to effectively execute on AIG 200 transformational programs designed to achieve underwriting excellence, modernization of AIG’s operating infrastructure, enhanced user and customer experiences and unification of AIG;the impact of potential information technology, cybersecurity or data security breaches, including as a result of cyber-attacks or security vulnerabilities, the likelihood of which may increase due to extended remote business operations as a result of COVID-19;disruptions in the availability of AIG’s electronic data systems or those of third parties;availability and affordability of reinsurance;the effectivenessCorporate Governance” of our risk management policies and procedures, including with respect to our business continuity and disaster recovery plans;nonperformance or defaults by counterparties, including Fortitude Reinsurance Company Ltd;changes in judgments concerning potential cost-saving opportunities;concentrations in AIG’s investment portfolios;changes to the valuation of AIG’s investments;changes to our sources of or access to liquidity;actions by rating agencies with respect to our credit and financial strength ratings;changes in judgments or assumptions concerning insurance underwriting and insurance liabilities;2021 Proxy Statement143Cautionary Statement Regarding Forward-Looking Informationthe effectiveness of strategies to recruit and retain key personnel and to implement effective succession plans;the requirements, which may change from time to time, of the global regulatory framework to which AIG is subject;significant legal, regulatory or governmental proceedings;changes in judgments concerning the recognition of deferred tax assets and the impairment of goodwill andsuch other factors discussed in:Part I, Item 1A. Risk Factors in AIG’s 2020 Annual Report on Form 10-K; andPart II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in AIG’s 2020 Annual Report10-K filed with the SEC on Form 10-K.AIGFebruary 14, 2024 is not under any obligation (and expressly disclaims any obligation)incorporated by reference to update or alter any projections, goals, assumptions or other statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.144 2021 Proxy StatementAppendix A Non-GAAP Financial MeasuresAppendix A AIGour management are “non-GAAP financial measures” under Securities and Exchange Commission rules and regulations. GAAP is the acronym for “generally accepted accounting principles” in the U.S. The non-GAAP financial measures presented may not be comparable to similarly named measures reported by other companies.and deferred policy acquisition costs, value of business acquired, and sales inducement assets related to net realized capital gains and losses; funds withheld assets post deconsolidation of Fortitude Re;following deconsolidation of Fortitude Re, net realized capital gains and losses on Fortitude Re funds withheld assets held by AIG in support of Fortitude Re’s reinsurance obligations to AIG post deconsolidation of Fortitude Re (Fortitude Re funds withheld assets); capital gains and losses except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedging or for asset replication. Earned income on such economic hedges is reclassified from net realized capital gains and losses to specific APTI line items based on the economic risk being hedged (e.g. net investment income and interest credited to policyholder account balances);a one-time lump sum paymentpayments to former employees;income—net gain or loss on divestitures and loss from divested businesses;other; andprinciples.principles; andAct;Act.2023 2022 Pre-tax Total Tax
(Benefit)
ChargeAfter
TaxPre-tax Total Tax
(Benefit)
ChargeAfter
TaxPre-tax income/net income, including noncontrolling interests $3,858 $ (20) $ — $3,878 $14,299 $3,025 $ — $11,273 Noncontrolling interests (235) (235) (1,046) (1,046) Pre-tax income/net income attributable to AIG $3,858 $ (20) $ (235) $3,643 $14,299 $3,025 $ (1,046) $10,227 Dividends on preferred stock 29 29 Net income attributable to AIG common shareholders $3,614 $10,198 Changes in uncertain tax positions and other tax adjustments 230 — (230) 22 — (22) Deferred income tax valuation allowance (releases) charges(1) 357 — (357) 25 — (25) Changes in fair value of securities used to hedge guaranteed living benefits 16 3 — 13 (30) (6) — (24) Change in the fair value of market risk benefits, net(2) 2 — — 2 (958) (202) — (756) Changes in benefit reserves related to net realized gains (losses) (6) (1) — (5) (14) (3) — (11) Changes in the fair value of equity securities (94) (20) — (74) 53 11 — 42 (Gain) loss on extinguishment of debt (37) (8) — (29) 303 64 — 239 Net investment income on Fortitude Re funds withheld assets (1,544) (324) — (1,220) (943) (198) — (745) Net realized losses on Fortitude Re funds withheld assets 295 62 — 233 486 102 — 384 Net realized (gains) losses on Fortitude Re funds withheld embedded derivative 2,007 422 — 1,585 (7,481) (1,571) — (5,910) Net realized (gains) losses(3) 2,496 534 — 1,962 173 38 — 135 Loss from discontinued operations — 1 Net loss (gain) on divestitures and other (643) 247 — (890) 82 17 — 65 Non-operating litigation reserves and settlements 1 — — 1 (41) (9) — (32) Favorable prior year development and related amortization changes ceded under retroactive reinsurance agreements (62) (13) — (49) (160) (34) — (126) Net loss reserve discount (benefit) charge 195 41 — 154 (703) (148) — (555) Pension expense related to a one-time lump sum payment to former employees 84 18 — 66 60 13 — 47 Integration and transaction costs associated with acquiring or divesting businesses 252 53 — 199 194 41 — 153 Restructuring and other costs 553 116 — 437 570 120 — 450 Non-recurring costs related to regulatory or accounting changes 40 8 — 32 37 8 — 29 Net impact from elimination of international reporting lag(4) (12) (3) — (9) (127) (27) — (100) Noncontrolling interests(5) (514) (514) 599 599 Adjusted pre-tax income/Adjusted after-tax income attributable to AIG common shareholders $7,401 $1,702 $ (749) $4,921 $5,800 $ 1,288 $ (447) $4,036 Weighted average diluted shares outstanding 725.2 787.9 Income per common share attributable to AIG common shareholders (diluted) $4.98 $12.94 Adjusted after-tax income per common share attributable to AIG common shareholders (diluted) $6.79 $5.12 realized capital gains (losses)of reinsurance, (2) alternative investment returns, (3) fair value changes on fixed maturity securities, and other charges from noncontrolling interests.2021 Proxy StatementA-1Appendix ANon-GAAP Financial MeasuresRe’s Funds Withheld AssetsRe funds withheld assets and Deferred Tax Assets (DTA) (Adjusted Return on Common Equity)is used to show the rate of return on common shareholders’ equity. We believe this measure is useful to investors because it eliminates items that can fluctuate significantly from period to period, including changes in fair value (1) of ourAIG’s available for sale securities portfolio, (2) of market risk benefits attributable to our own credit risk and (3) due to discount rates used to measure traditional and limited payment long-duration insurance contracts, foreign currency translation adjustments and U.S. tax attribute deferred tax assets. This measure also eliminates the asymmetrical impact resulting from changes in fair value of our available for sale securities portfolio wherein there is largely no offsetting impact for certain related insurance liabilities. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s Funds Withheld AssetsRe funds withheld assets since these fair value movements are economically transferred to Fortitude Re. We exclude deferred tax assets representing U.S. tax attributes related to net operating loss carryforwards and foreign tax credits as they have not yet been utilized. Amounts for interim periods are estimates based on projections of full-year attribute utilization. As net operating loss carryforwards and foreign tax credits are utilized, the portion of the DTA utilized is included in Adjusted Returnreturn on Common Equity.common equity. Adjusted Returnreturn on Common Equitycommon equity is derived by dividing actual or annualized adjusted after-tax income attributable to AIG common shareholders by average AIGAdjusted common shareholders’ equity,equity.adjustedchanges in uncertain tax positions and other tax items related to legacy matters having no relevance to Corebridge's current businesses or operating performance; and2023 2022 Pre-tax Total Tax
(Benefit)
ChargeNon-
controlling
InterestsAfter Tax Pre-tax Total Tax
(Benefit)
ChargeNon-
controlling
InterestsAfter Tax Pre-tax income/net income, including noncontrolling interests $ 940 $ (96) $ — $ 1,036 $ 10,491 $ 2,012 $ — $ 8,479 Noncontrolling interests — — 68 68 — — (320) (320) Pre-tax income/net income attributable to Corebridge 940 (96) 68 1,104 10,491 2,012 (320) 8,159 Fortitude Re related items Net investment income on Fortitude Re funds withheld assets (1,368) (291) — (1,077) (891) (187) — (704) Net realized (gains) losses on Fortitude Re funds withheld assets 224 48 — 176 397 83 — 314 Net realized (gains) losses on Fortitude Re funds withheld embedded derivative 1,734 369 — 1,365 (6,347) (1,370) — (4,977) Subtotal Fortitude Re related items 590 126 — 464 (6,841) (1,474) — (5,367) Other Reconciling Items: Reclassification of disproportionate tax effects from AOCI and other tax adjustments — 89 — (89) — 95 — (95) Deferred income tax valuation allowance (releases) charges — (11) — 11 — (157) — 157 Changes in fair value of market risk benefits, net (6) (1) — (5) (958) (199) — (759) Changes in fair value of securities used to hedge guaranteed living benefits 16 3 — 13 (30) (6) — (24) Changes in benefit reserves related to net realized gains (losses) (6) (1) — (5) (15) (3) — (12) 1,792 381 — 1,411 211 44 — 167 2023 2022 Pre-tax Total Tax
(Benefit)
ChargeNon-
controlling
InterestsAfter Tax Pre-tax Total Tax
(Benefit)
ChargeNon-
controlling
InterestsAfter Tax Non-operating litigation reserves and settlements — — — — (25) (5) — (20) Separation costs 245 51 — 194 180 142 — 38 Restructuring and other costs 197 41 — 156 147 31 — 116 Non-recurring costs related to regulatory or accounting changes 18 4 — 14 12 3 — 9 Net (gain) loss on divestiture (676) (43) — (633) 1 — — 1 Pension expense - non operating 15 3 — 12 1 — — 1 Noncontrolling interests 68 — (68) — (320) — 320 — Subtotal: Other non-Fortitude Re reconciling items 1,663 516 (68) 1,079 (796) (55) 320 (421) Total adjustments 2,253 642 (68) 1,543 (7,637) (1,529) 320 (5,788) Adjusted pre-tax operating income (loss)/Adjusted after-tax operating income (loss) attributable to Corebridge common shareholders $3,193 $546 $— $ 2,647 $2,854 $483 $— $2,371 Weighted average common shares outstanding - diluted 645.2 647.4 Income per common share attributable to Corebridge common shareholders $1.71 $12.60 Corebridge Operating Earnings per Common Share $4.10 $3.66 Funds Withheld Assets, and DTA (Adjusted Common Shareholders’ Equity).Adjusted After-tax Income Attributablefunds withheld assets since these fair value movements are economically transferred to Life and Retirementis derived by subtracting attributed interest expense, income tax expense and attributed dividends on preferred stock from APTI. Attributed debt and the related interest expense and dividends on preferred stock are calculated based on our internal allocation model. Tax expense or benefit is calculated based on an internal attribution methodology that considers among other things the taxing jurisdiction in which the segments conduct business, as well as the deductibility of expenses in those jurisdictions.Fortitude Re.Core Adjusted Attributed Common Equityis an attribution of AIG’s Adjusted Common Shareholders’ Equity to these segments based on our internal capital model, which incorporates the segments’ respective risk profiles. Adjusted Attributed Common Equity represents our best estimates based on current facts and circumstances and will change over time.Years Ended December 31, (in millions, unless otherwise noted) 2023 2022 Actual or annualized net income (loss) attributable to Corebridge shareholders (a) $1,104 $8,159 Actual or annualized adjusted after-tax operating income attributable to Corebridge shareholders (b) 2,647 2,371 Average Corebridge shareholders’ equity (c) 10,326 15,497 Less: Average AOCI (15,773) (8,143) Add: Average cumulative unrealized gains and losses related to Fortitude Re funds withheld assets (2,702) (919) Average Adjusted Book Value (d) $23,397 $22,721 Return on Average Equity (a/c) 10.7 % 52.6 % Adjusted RoAE (b/d) 11.3 % 10.4 % Life and Retirement Adjusted Segment Common Equityis based on segment equity adjusted for the attribution of debt and preferred stock (Segment Common Equity) and is consistent with AIG’s Adjusted Common Shareholders’ Equity definition.Core Return on Common Equity—Adjusted After-tax Income (Adjusted Return on Attributed Common Equity)is used to show the rate of return on Adjusted Attributed Common Equity.nCorebridge Normalized Adjusted Return on Attributed CommonAverage Equity (RoAE) is derived by dividing actual or annualized Adjusted After-tax IncomeAATOI by average Adjusted Attributed Common Equity.LifeBook Value. AATOI and Retirement Return onaverage Adjusted Segment Common Equity—Adjusted After-tax Income (Return on Adjusted Segment Common Equity)is used to show the rate ofBook Value are normalized for annual actuarial assumptions update, litigation matters, and (better)/ worse than expected return on Adjusted Segment Common Equity. Return on Adjusted Segment Common Equity is derived by dividing actual or annualized Adjusted After-tax Income by Average Adjusted Segment Common Equity.Core Normalized Return on Attributed Common Equity further adjusts Adjusted Return on Attributed Common Equitybusiness transactions. The measures are also adjusted for the effects of certain volatile or market-related items. We believe this measure is useful to investors for performance management because it presents the trends in Adjusted Return on Attributed Common Equity without the impact of certain items that can experience volatility in our short-term results. Normalized Returnmacroeconomic and market factors such as variances to expected return on Attributed Common Equity is derived by excluding the following tax-adjusted effects from Adjusted Return on Attributed Common Equity: the difference between actual andalternative investments, expected (1) catastrophe losses, (2) alternative investment returns, (3) Direct Investment Book and Global Capital Markets returns, (4) fair value changes on fixed maturity securities;securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.of actuarial assumptions;litigation matters, and prior year loss reserve development.Life and Retirement Normalized Return(better)/ worse than expected return on Adjusted Segment Common Equityfurther adjusts Return on Adjusted Segment Common Equity for the effects of certain volatile or market-related items. We believe thisbusiness transactions. The measure is useful to investorsalso adjusted for performance management because it presents the trends in Return on Adjusted Segment Common Equity without the impact of certain items that can experience volatility in our short-term results. Normalized Returnmacroeconomic and market factors such as variances to expected return on Adjusted Segment Common Equity is derived by excluding the following tax-adjusted effects from Return on Adjusted Segment Common Equity: the difference betweenA-2 2021 Proxy StatementAppendix ANon-GAAP Financial Measuresactual andalternative investments, expected (1) alternative investment returns, (2) fair value changes on fixed maturity securities;securities, foreign exchange gains (losses), embedded derivative gains (losses), and update of actuarial assumptions. We also excluded COVID-19 mortality,changes in fair value for market risk benefits.legal settlements and other business factors in 2020.one-time non-recurring items.Ratios: As Adjustedexcludesex-CATs) exclude catastrophe losses (CATs) and related reinstatement premiums, prior year development (PYD), net of premium adjustments, and the impact of reserve discounting. Natural catastrophe losses are generally weather or seismic events, in each case, having a net impact on AIG in excess of $10 million and man-made catastrophe losses, such as terrorism and civil disorders that exceed the $10 million threshold. We believe that as adjusted ratios are meaningful measures of our underwriting results on an ongoing basis as they exclude catastrophes and the impact of reserve discounting which are outside of management’s control. We also exclude prior year development to provide transparency related to current accident year results. Underwriting ratios are computed as follows:Asas Adjusted (AYLR)(AYLR, ex-CATs)= [Loss and loss adjustment expenses incurred – CATs – PYD] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes (CYRIPs) +/(-) RIPs related to priorPrior year catastrophes (PYRIPs) + (Additional) returned premium related to PYD on loss sensitive business ((AP)RP)premiums + Adjustment for ceded premiumspremium under reinsurance contracts related to prior accident years]Asas Adjusted (AYCR, ex-CATs)= AYLR ex-CATs + Expense ratioCatastrophe Losses (CATs) and Reinstatement Premiums= [Loss and loss adjustment expenses incurred – (CATs)] ÷ [NPE +/(-) CYRIPs] – Loss ratio(Additional) Return Premium Related to PYD on Loss Sensitive Businessreinsurance and prior year premiums Ratio = [Loss and loss adjustment expenses incurred – CATs – PYD] ÷ [NPE +/(-) CYRIPsReinstatement premiums related to catastrophes +/(-) PYRIPs + (AP)RP]Prior year premiums] – Loss ratio – CATCATs and reinstatement premiums ratio Twelve Months Ended
December 31, Underwriting Ratios 2020 2019 2018 Loss ratio 71.0 65.2 75.7 Catastrophe losses and reinstatement premiums (10.3 ) (4.8 ) (10.5 ) Prior year development 0.1 1.1 (1.5 ) Adjustments for ceded premium under reinsurance contracts
and other — 0.1 0.3 Accident year loss ratio, as adjusted 60.8 61.6 64.0 Acquisition ratio 20.4 21.8 21.7 General operating expense ratio 12.9 12.6 14.0 Expense ratio 33.3 34.4 35.7 Combined ratio 104.3 99.6 111.4 Accident year combined ratio, as adjusted 94.1 96.0 99.7 2021 Proxy StatementA-3Underwriting Ratios General Insurance Years Ended December 31, 2023 2022 2021 2020 Loss ratio 58.9 60.8 64.2 71.0 Catastrophe losses and reinstatement premiums (4.3) (5.0) (5.4) (10.3) Prior year development, net of reinsurance and prior year premiums 1.4 1.8 0.6 0.1 Accident year loss ratio, as Adjusted 56.0 57.6 59.4 60.8 Acquisition ratio 19.5 19.3 19.6 20.4 General operating expense ratio 12.2 11.8 12.0 12.9 Expense ratio 31.7 31.1 31.6 33.3 Combined ratio 90.6 91.9 95.8 104.3 AYCR, ex-CATs 87.7 88.7 91.0 94.1 Accident Year Combined Ratio, As Adjusted, including Average Annual Lossesis derived by adding the average annual losses (AAL) expressed as a percentage of net premiums earned, to the Accident Year Combined Ratio, As Adjusted. The AAL is the mean of the probabilistic expected catastrophe loss distribution that is calculated based on our catastrophe model.Underwriting Ratios Commercial Insurance Years Ended December 31, 2023 2022 Loss ratio 60.3 63.5 Catastrophe losses and reinstatement premiums (5.0) (6.1) Prior year development, net of reinsurance and prior year premiums 1.2 1.0 Accident year loss ratio, as Adjusted 56.5 58.4 Acquisition ratio 15.9 15.8 General operating expense ratio 10.9 10.3 Expense ratio 26.8 26.1 Combined ratio 87.1 89.6 Accident Year Combined Ratio, ex-CATs 83.3 84.5 Calendar Year Combined Ratio Improvement Relative to Peersrepresents General Insurance’s calendar year combined ratio compared to peers’ calendar year combined ratio computed using a weighted average based on the respective net earned premiums for each peer.Headquarters DirectnAIG Parent Exit Run-rate General Operating Expenses (GOE): represents AIG operating costs that can be categorized into three buckets: (1) Activity driven services – represents activities that are centrally managed to gain efficiency and are charged to businesses on a usage basis; (2) Centralized support groups – Support groups needed by AIG to run the business or protect stakeholder needs and would be allocated to the business on some overall driver methodology (e.g., is technology security groups); and (3) Retained Costs – costs that are not allocated to the businesses as such costs are incurred generally on the basisParent GOE inclusive of AIG being a public company. In 2020, we excluded the one-time COVID-19 assistance payments to employees and refund of business unit deductibles for Corporate insurance programs.AIG 200 Cumulative Run-rate Net GOE Savings: exit run-rate savings that will emerge over time astime.direct result of actions taken under the AIG 200 program.Life and Retirement GOE (Net)represents GOEComparable Basis reflects year-over-year comparison on an adjusted pre-tax incomea constant dollar basis excluding the impact of resegmentation, normalized for certain legal settlements and other business factors.Investments Direct GOErepresents the direct costs associated with the day-to-day activities of directly managing AIG’s invested assets. Examples of costs include portfolio management and administration.Core Normalized Book Value per Common Shareis derived by dividing Core Adjusted Attributed Common Equity adjusted for cumulative dividends paid to common shareholders over the three-year LTI performance periodInternational lag elimination, the sale of CRS and the tax-adjusted effectssale of (1) inception to date changes in the Adverse Development Cover reinsurance agreement deferred gain (including inception to date amortization related to the deferred gain) resulting from changes in the underlying loss reserves, (2) the difference between actual and expected catastrophe losses, and (3) the cumulative effect of changes in accounting principles, by total common shares outstanding.Validus Re.Year Ended December 31, 2023 Net Premiums Written - Comparable Basis General
InsuranceGlobal
Commercial
LinesIncrease (decrease) as reported in U.S. dollars 4.7 % 4.4 % Foreign exchange effect 1.5 0.6 Lag elimination impact 0.4 0.6 Validus Re (1.8) (2.6) CRS 1.8 2.4 Increase (decrease) on comparable basis 6.6 % 5.4 % (BVPS)represents Tangible book value per common share compared to peers’ Tangible book value per common share. Tangible book value per common share is derived by dividing Total AIG common shareholders’ equity, excluding goodwill, value of business acquired, value of distribution channel acquired and other intangible assets, by total common shares outstanding.A-4 2021 Proxy StatementAppendix BAmerican International Group, Inc. 2021 Omnibus Incentive PlanAppendix B AMERICAN INTERNATIONAL GROUP, INC.2021 OMNIBUS INCENTIVE PLAN2021 Proxy StatementB-1Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive PlanAMERICAN INTERNATIONAL GROUP, INC.2021 OMNIBUS INCENTIVE PLANARTICLE IGENERAL1.1PurposeB-31.2DefinitionsB-31.3AdministrationB-51.4Persons Eligible for AwardsB-61.5Types of AwardsB-61.6Shares of Common Stock Available for Stock-Based AwardsB-6ARTICLE IIAWARDS UNDER THE PLANARTICLE IIIMISCELLANEOUSB-2 2021 Proxy Statement
Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive PlanAMERICAN INTERNATIONAL GROUP, INC.2021 OMNIBUS INCENTIVE PLANARTICLE IGENERAL1.1 Purpose. The purpose of the American International Group, Inc. 2021 Omnibus Incentive Plan is (1) to attract, retain and motivate officers, directors and key employees of the Company (as defined below), compensate them for their contributions to the Company and encourage them to acquire a proprietary interest in the Company, (2) to align the interests of officers, directors and key employees with those of shareholders of the Company and (3) to assist the Company in ensuring that its compensation program does not provide incentives to take imprudent risks.This 2021 Omnibus Incentive Plan replaces the American International Group, Inc. 2013 Omnibus Incentive Plan (as amended to the Effective Date, the “2013 Plan”) for Awards granted on or after the Effective Date. Awards may not be granted under the 2013 Plan beginning on the Effective Date, but this 2021 Omnibus Incentive Plan will not affect the terms or conditions of any stock appreciation right, restricted stock, restricted stock unit or other award made under the 2013 Plan before the Effective Date.1.2 Definitions. For purposes of this 2021 Omnibus Incentive Plan, the following terms have the meanings set forth below:“2013 Plan” has the meaning set forth in Section 1.1.“Acquisition Awards” has the meaning set forth in Section 1.6.2.“AIG” means American International Group, Inc. or a successor entity contemplated by Section 3.7.“Award” means an award made pursuant to the Plan.“Award Agreement” means the written or electronic document that evidences each Award and sets forth its terms and conditions. As determined by the Committee, an Award Agreement may be required to be executed or acknowledged by a Grantee as a condition to receiving an Award or the benefits under an Award.“Board” means the Board of Directors of AIG.“Business Combination” means a merger, consolidation, mandatory share exchange or similar form of corporate transaction involving AIG.“Certificate” means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock.“Change in Control” means the occurrence of any of the following events: (a) the Incumbent Directors cease for any reason to constitute at least a majority of the Board, provided that any person becoming a Director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a Director as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (b) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the Company Voting Securities; provided, however, that the event described in this clause (b) shall not be deemed to be a Change in Control by virtue of an acquisition of Company Voting Securities: (i) by AIG or any subsidiary of AIG; (ii) by any employee benefit plan (or related trust) sponsored or maintained by AIG or any subsidiary of AIG; or (iii) by any underwriter temporarily holding securities pursuant to an offering of such2021 Proxy StatementB-3Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive Plansecurities; (c) the consummation of a Business Combination that results in any person becoming the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such Business Combination; (d) the consummation of a sale of all or substantially all of the Company’s assets (other than to an affiliate of the Company); or (e) the approval by AIG’s shareholders of a plan of complete liquidation or dissolution of the Company.Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because (A) any person holds or acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of a “Company share repurchase program” or other acquisition of Company Voting Securities by the Company which reduces the total number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control shall then occur or (B) the consummation of a sale of all or substantially all (or a subset) of the assets and/or operations of the Life and Retirement business (or any similar transaction).“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder.“Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation and Management Resources Committee of the Board.“Common Stock” means the common stock of AIG, par value $2.50 per share, and any other securities or property issued in exchange therefor or in lieu thereof pursuant to Section 1.6.4.“Company” means AIG and its consolidated subsidiaries.“Company Voting Securities” means, as of a given date, AIG’s then outstanding securities eligible to vote for the election of the Board.“Consent” has the meaning set forth in Section 3.3.2.“Covered Person” has the meaning set forth in Section 1.3.3.“Director” means a member of the Board or a member of the board of directors of a consolidated subsidiary of AIG.“Effective Date” has the meaning set forth in Section 3.21.“Employee” means an employee of the Company.“Employment” means a Grantee’s performance of services for the Company, as an Employee, as determined by the Committee. The terms “employ” and “employed” will have correlative meanings.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.“Fair Market Value” means, with respect to a share of Common Stock (or option or stock appreciation right in respect of a share of Common Stock) on any day, the fair market value as determined in accordance with a valuation methodology approved by the Committee.“Grantee” means a person who receives an Award.“Incentive Stock Option” means an option to purchase shares of Common Stock that is intended to be designated as an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as nowB-4 2021 Proxy StatementAppendix BAmerican International Group, Inc. 2021 Omnibus Incentive Planconstituted or subsequently amended, or pursuant to a successor of the Code, and which is designated as an Incentive Stock Option in the applicable Award Agreement.“Incumbent Directors” means the individuals who constitute the Board on the Effective Date.“Officer” means an Employee who is an “officer” of AIG within the meaning of Rule 16a-1(f) under the Exchange Act.“Plan” means this American International Group, Inc. 2021 Omnibus Incentive Plan, as amended from time to time.“Plan Action” has the meaning set forth in Section 3.3.1.“Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance relating thereto, in each case as they may be from time to time amended or interpreted through further administrative guidance.“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.“Successor entity” has the meaning set forth in Section 3.7.1.3.1 The Committee will administer the Plan. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Award granted thereunder as it deems necessary or advisable. All determinations and interpretations made by the Committee will be final, binding and conclusive on all Grantees and on their legal representatives and beneficiaries. The Committee will have the authority, in its absolute discretion, to determine the persons who will receive Awards, the time when Awards will be granted, the terms of such Awards and the number of shares of Common Stock, if any, which will be subject to such Awards. Unless otherwise provided in an Award Agreement, the Committee reserves the authority, in its absolute discretion, (a) to amend any outstanding Award Agreement in any respect, whether or not the rights of the Grantee of such Award are adversely affected (but subject to Sections 2.3.6, 2.4.5, and 3.14.1), including, without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised, to waive or amend any restrictions or conditions set forth in such Award Agreement, or to impose new restrictions and conditions, or to reflect a change in the Grantee’s circumstances or to modify, amend or adjust the terms and conditions of performance goals, and (b) to determine whether, to what extent and under what circumstances and method or methods (i) Awards may be (A) settled in cash, shares of Common Stock, other securities, other Awards or other property, (B) exercised or (C) canceled, forfeited or suspended, (ii) shares of Common Stock, other securities, other Awards or other property, and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee and (iii) Awards may be settled by the Company or any of its designees. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan, in which case the Board will have all of the authority and responsibility granted to the Committee herein.1.3.2 Actions of the Committee may be taken by the vote of a majority of its members. To the extent not inconsistent with applicable law and applicable rules and regulations of the New York Stock Exchange, (a) the Committee may delegate any of its powers under the Plan to a subcommittee of the Committee or to one of its members, (b) the Committee may allocate among its members any of its administrative responsibilities and (c) notwithstanding anything to the contrary contained herein, the Committee may delegate to one or more officers of AIG designated by the Committee from time to time the determination of Awards (and related administrative responsibilities) to Employees who are not Officers.1.3.3 No Director or Employee exercising each such person’s responsibilities under the Plan (each such person, a “Covered Person”) will have any liability to any person (including any Grantee) for any action taken or2021 Proxy StatementB-5Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive Planomitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person will be indemnified and held harmless by AIG against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Covered Person, with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that AIG will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to assume the defense, AIG will have sole control over such defense with counsel of AIG’s choice. To the extent any taxable expense reimbursement under this paragraph is subject to Section 409A, (a) the amount thereof eligible in one taxable year shall not affect the amount eligible in any other taxable year; (b) in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which the Covered Person incurred such expenses; and (c) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit. The foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under AIG’s Amended and Restated Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them harmless.1.4 Persons Eligible for Awards. Awards under the Plan may be made to current Employees or Directors or, solely with respect to their final year of service, former Employees.1.5 Types of Awards. Awards under the Plan may be cash-based or stock-based. Stock-based Awards may be in the form of any of the following, in each case in respect of Common Stock: (a) stock options, (b) stock appreciation rights, (c) restricted shares (including performance restricted shares), (d) restricted stock units (including performance restricted stock units), (e) dividend equivalent rights and (f) other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Cash-based Awards may be in the form of performance-based awards and other cash awards (including, without limitation, retainers and meeting-based fees) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.1.6 Shares of Common Stock Available for Stock-Based Awards.1.6.1 Common Stock Subject to the Plan. Subject to the other provisions of this Section 1.6, the total number of shares of Common Stock that may be granted under the Plan is eight million, one hundred thousand (8,100,000) plus the number of authorized shares of Common Stock remaining available under the 2013 Plan as of the Effective Date and any additional shares that become available for issuance under the 2013 Plan in accordance with Section 1.6.2. Such shares of Common Stock may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and reacquired by AIG. Solely for the purpose of determining the number of shares of Common Stock available for grant of Incentive Stock Options under the Plan, the total number of shares of Common Stock shall be eight million, one hundred thousand (8,100,000) without regard to the share counting provisions contained in Section 1.6.2.1.6.2 Share Counting. Each share underlying a stock option, stock appreciation right, restricted share, restricted stock unit and other equity-based Award or equity-related Award will count as one share of Common Stock. Shares of Common Stock subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transaction) (“Acquisition Awards”) will not count against the number of shares that may be granted under the Plan. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the maximum number of shares available for grant under the Plan, subject to applicable stock exchange requirements.B-6 2021 Proxy StatementAppendix B American International Group, Inc. 2021 Omnibus Incentive PlanShares subject to an Award that is forfeited, expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement shall be available for future grants of Awards under the Plan and shall be added back in the same number of shares as were deducted in respect of the grant of such Award. In addition, the number of shares of Common Stock underlying awards granted and outstanding under the 2013 Plan that are forfeited, expire, terminate or otherwise lapse or are settled for cash on or after the Effective Date, in whole or in part, without the delivery of Common Stock will be added to the number of shares available for grant under the Plan. The payment of dividend equivalent rights in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan.In no event shall the following shares of Common Stock become available for issuance in connection with Awards issued under the Plan: (i) shares of Common Stock tendered or withheld as payment of the exercise price of an option; (b) shares of Common Stock tendered or withheld as payment of withholding taxes with respect to an Award; (c) any shares of Common Stock reserved for issuance under a stock appreciation right that exceed the number of shares actually issued upon exercise; and (d) shares of Common Stock reacquired by the Company using amounts received upon the exercise of an option.1.6.3 Director Awards. In order to retain and compensate Directors for their services, and to strengthen the alignment of their interests with those of the shareholders of the Company, the Plan permits the grant of cash-based and stock-based awards to Directors. Aggregate Awards to any one non-employee Director in respect of any calendar year, solely with respect to his or her service as a Director, may not exceed $900,000 based on aggregate value of cash Awards and Fair Market Value of stock-based Awards, in each case determined as of the date of grant.1.6.4 Adjustments. The Committee shall adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1 (and any limits on the number of stock-based Awards that may be granted to any Grantee under this Plan) and adjust equitably the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each outstanding Award, the type of property to which the Award is subject and the exercise or strike price of any Award), in each case in such manner as it deems appropriate (including, without limitation, unless otherwise provided in an Award Agreement, by payment of cash) to preserve and prevent the enlargement of the benefits or potential benefits intended to be made available to Grantees, for any increase or decrease in the number of issued shares of Common Stock resulting from a recapitalization, spin-off, split-off, stock split, stock dividend, extraordinary cash dividend, combination or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of AIG; provided that no such adjustment shall be made if or to the extent that it would cause any outstanding Award to fail to comply with Section 409A. After any adjustment made pursuant to this Section 1.6.4, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number. Notwithstanding the foregoing, the Committee may, in its sole discretion, decline to adjust the terms of any outstanding Award if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Grantee or to the Company.ARTICLE IIAWARDS UNDER THE PLAN2.1 Agreements Evidencing Awards. Each stock-based Award and, to the extent determined appropriate by the Committee, cash-based Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the Committee may grant Awards in tandem with or, subject to Sections 2.3.6, 2.4.5 and 3.14.1, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of AIG. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.2.2 No Rights as a Shareholder. No Grantee (or other person potentially having rights pursuant to an Award) shall have any of the rights of a shareholder of AIG with respect to shares of Common Stock subject to an Award until the delivery of such shares (or in the case of an Award of restricted or unrestricted shares of2021 Proxy StatementB-7Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive PlanCommon Stock, the grant or registration in the name of the Grantee of such shares pursuant to the applicable Award Agreement, but then only as the Committee may include in the applicable Award Agreement). Except as otherwise provided in Section 1.6.4 or pursuant to the applicable Award Agreement, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered.2.3.1 Grant. Stock options may be granted to eligible recipients in such number and at such times during the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.3.7.2.3.2 Incentive Stock Options. At the time of grant, the Committee will determine (a) whether all or any part of a stock option granted to an eligible employee will be an Incentive Stock Option and (b) the number of shares subject to such Incentive Stock Option; provided, however, that (i) the aggregate fair market value (determined as of the time the option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by an eligible employee during any calendar year (under all such plans of AIG and of any subsidiary corporation of AIG) will not exceed $100,000 and (ii) no Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code. The form of any stock option which is entirely or in part an Incentive Stock Option will clearly indicate that such stock option is an Incentive Stock Option or, if applicable, the number of shares subject to the Incentive Stock Option.2.3.3 Exercise Price. The exercise price per share with respect to each stock option will be determined by the Committee, but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock. Unless otherwise noted in the Award Agreement, the Fair Market Value of the Common Stock will be its closing price on the New York Stock Exchange on the date of grant of the Award of stock options.2.3.4 Term of Stock Option. In no event will any stock option be exercisable after the expiration of ten (10) years from the date on which the stock option is granted.2.3.5 Exercise of Stock Option and Payment for Shares. Subject to Section 2.12, the shares of Common Stock covered by each stock option may not be purchased for one year after the date on which the stock option is granted (except in the case of termination of Employment due to death, disability or retirement), but thereafter may be purchased in such installments as will be determined in the Award Agreement at the time the stock option is granted. Subject to any limitations in the applicable Award Agreement, any shares not purchased on the applicable installment date may be purchased thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to AIG specifying the number of shares to be purchased and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by the Company, including: (a) personal check, (b) shares of Common Stock, valued as of the exercise date, of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law and (d) any combination of the foregoing. Any person exercising a stock option will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by AIG, on terms acceptable to AIG, with the provisions of the Securities Act, and any other applicable legal requirements. If a Grantee so requests, shares purchased may be issued in the name of the Grantee and another jointly with the right of survivorship.2.3.6 Repricing. Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock options issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price), will require approval of the shareholders.B-8 2021 Proxy StatementAppendix B American International Group, Inc. 2021 Omnibus Incentive Plan2.4 Stock Appreciation Rights.2.4.1 Grant. Stock appreciation rights may be granted to eligible recipients in such number and at such times during the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.4.6.2.4.2 Exercise Price. The exercise price per share with respect to each stock appreciation right will be determined by the Committee but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock. Unless otherwise noted in the Award Agreement, the Fair Market Value of the Common Stock will be its closing price on the New York Stock Exchange on the date of grant of the Award of stock appreciation rights.2.4.3 Term of Stock Appreciation Right. In no event will any stock appreciation right be exercisable after the expiration of ten (10) years from the date on which the stock appreciation right is granted.2.4.4 Exercise of Stock Appreciation Right and Delivery of Shares. Subject to Section 2.12, each stock appreciation right may not be exercised for one year after the date on which the stock appreciation right is granted (except in the case of termination of Employment due to death, disability or retirement), but thereafter may be exercised in such installments as may be determined in the Award Agreement at the time the stock appreciation right is granted. Subject to any limitations in the applicable Award Agreement, any stock appreciation rights not exercised on the applicable installment date may be exercised thereafter at any time before the final expiration of the stock appreciation right. To exercise a stock appreciation right, the Grantee must give written notice to AIG specifying the number of stock appreciation rights to be exercised. Upon exercise of stock appreciation rights, subject to any limitations in the applicable Award Agreement, shares of Common Stock or cash, in the Committee’s discretion, with a Fair Market Value or in an amount equal to (a) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise over (ii) the exercise price of such stock appreciation right multiplied by (b) the number of stock appreciation rights exercised will be delivered to the Grantee. Any person exercising a stock appreciation right will make such representations and agreements and furnish such information as the Committee may, in its discretion, deem necessary or desirable to assure compliance by AIG, on terms acceptable to AIG, with the provisions of the Securities Act and any other applicable legal requirements. If a Grantee so requests, shares purchased may be issued in the name of the Grantee and another jointly with the right of survivorship.2.4.5 Repricing. Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price), will require approval of the shareholders.2.5.1 Grants. The Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name of the Grantee but will be held by AIG or its designated agent until the time the restrictions lapse.2.5.2 Right to Vote and Receive Dividends on Restricted Shares. Notwithstanding anything to the contrary in this Section 2.5.2, no dividends will be paid at a time when any performance-based goals or time-based vesting requirements that apply to an Award of restricted shares have not been satisfied. Unless the applicable Award Agreement provides otherwise, each Grantee of an Award of restricted shares will, during the period of restriction, have all of the rights of a shareholder holding the class or series of Common Stock that is the subject of the restricted shares, except as otherwise provided herein, including full voting rights. During the period of restriction, all ordinary cash dividends (if any, as determined by the Committee in its sole discretion) paid upon any restricted share will be retained by the Company for the account of the relevant Grantee. Such dividends will revert back to the Company if for any reason the restricted share upon which such dividends2021 Proxy StatementB-9Appendix BAmerican International Group, Inc. 2021 Omnibus Incentive Planwere paid reverts back to the Company. Upon the expiration of the period of restriction, all such dividends made on such restricted share and retained by the Company will be paid to the relevant Grantee. Additional shares or other property distributed to the Grantee in respect of restricted shares, as dividends or otherwise, will be subject to the same restrictions applicable to such restricted shares.2.6 Restricted Stock Units. The Committee may grant Awards of restricted stock units in such amounts and subject to such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. A Grantee of a restricted stock unit will have only the rights of a general unsecured creditor of AIG until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit not previously forfeited or terminated will receive one share of Common Stock, or cash, securities or other property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee.2.7 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions as the Committee may determine. Such Awards may entail the transfer of actual shares of Common Stock to Award recipients or may be settled in cash, and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.2.8 Cash-Based Awards. The Committee may grant cash-based Awards in such amounts and subject to such terms and conditions as the Committee may determine.2.9 Dividend Equivalent Rights. The Committee may include in the Award Agreement with respect to any Award, other than stock options and stock appreciation rights, a dividend equivalent right entitling the Grantee to receive amounts equal to all or any portion of the dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of AIG until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will, subject to Section 3.14.1, determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will be conditioned upon the exercise or vesting of the Award to which they relate (provided that in no event may such payments be made unless and until the Award to which they relate vests), the time or times at which they will be made, and such other terms and conditions as the Committee may deem appropriate. No payments will be made in respect of any dividend equivalent right at a time when any performance-based goals or time-based vesting requirements that apply to the dividend equivalent right or Award that is granted in connection with a dividend equivalent right have not been satisfied.2.10 Related Option Transactions. The Committee may grant put options and enter into call options relating to Awards, including an Award of unrestricted Common Stock. The put options may permit the Grantee, at the Grantee’s option, to sell the Award back to the Company at such times, on such terms and conditions and at such prices as the Committee or the Board may determine. The call options may require the Grantee, at the Company’s election, to sell the Award back to the Company at such times, on such terms and conditions and at such prices as the Committee or the Board may determine. The Committee may determine to issue an Award and any related put option and enter into any related call option as a single non-separable unit.2.11 Change in Control Provisions.2.11.1 Except as otherwise provided in the applicable Award Agreement, in the event that within two years following a Change in Control a Grantee’s Employment is terminated by AIG without “cause” (as defined in the Award Agreement) or by the Grantee for “good reason” (as defined in the Award Agreement), any outstanding unvested Award held by such Grantee shall vest as with respect to any service-based vesting requirement. Except as otherwise provided in the applicable Award Agreement, following a Change in Control any performance goals with respect to an outstanding Award and for which the performance period ends after the Change in Control shall be deemed achieved at target level. In addition, in the event of a Change in ControlB-10 2021 Proxy StatementAppendix B American International Group, Inc. 2021 Omnibus Incentive Planwhere all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.2.11.2 Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a Business Combination of AIG with or into any successor entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Stock of AIG, or all or substantially all of the assets of AIG as an entirety, outstanding Awards may be assumed or a substantially equivalent Award may be substituted by such successor entity or a parent or subsidiary of such successor entity, and such an assumption or substitution shall not be deemed to violate this Plan or any provision of any Award Agreement.2.12 Minimum Vesting. Notwithstanding anything to the contrary in the Plan, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Acquisition Awards, (ii) shares of Common Stock delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 1.6.1 (subject to adjustment under Section 1.6.4); provided, further, that vesting may accelerate in connection with death, disability, retirement, a Change in Control or other involuntary termination.ARTICLE IIIMISCELLANEOUS3.1.1 Unless otherwise provided in an Award Agreement, the Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any Grantee of an Award.3.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency, except that shareholder approval shall be required for any amendment to the Plan (i) that materially increases the benefits available under the Plan, (ii) to reduce the exercise price of stock options or stock appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price) or (iii) to permit the sale or other disposition of an Award of a stock option or a stock appreciation right to an unrelated third party for value.3.2 Tax Withholding. Grantees shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the delivery of any shares of Common Stock pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, FICA tax), unless otherwise provided in an Award Agreement, (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the Plan (including shares of Common Stock otherwise deliverable) the minimum required to meet the tax withholding obligation up to the maximum statutory rate or (b) the Committee will be entitled to require that the Grantee remit cash to the Company (through payroll deduction or otherwise) or previously owned shares of Common Stock or other property, in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.2021 Proxy StatementB-11Appendix B American International Group, Inc. 2021 Omnibus Incentive Plan3.3 Required Consents and Legends.3.3.1 If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action a “Plan Action”), then, subject to Section 3.14.2, such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares.3.3.2 The term “Consent” as used in this Article III with respect to any Plan Action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United States, or any other matter, which the Committee may deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (b) any and all other consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (c) any applicable requirement of the Code, (d) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law, (e) any and all consents by the Grantee to the Company’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan and (f) any and all consents or other documentation required by the Committee. Nothing herein will require the Company to list, register or qualify the shares of Common Stock on any securities exchange.3.4 Clawback. Awards under the Plan shall be subject to the clawback or recapture policy, if any, that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed or paid to the Grantee.3.5 Right of Offset. Except with respect to Awards that are intended to be “deferred compensation” subject to Section 409A, the Company will have the right to offset against its obligation to deliver shares of Common Stock (or cash, other securities or other property) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.3.6 Nonassignability; No Hedging. No Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, except as may be otherwise provided in the Award Agreement, consistent with Section 3.1.2. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.6 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns.3.7 Successor Entity. Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a Business Combination of AIG with or into any other entity (“successor entity”) or any transaction in which another person or entity acquires all of the issued and outstanding Common Stock of AIG, or all or substantially all of the assets of AIG, outstanding Awards may be assumed or a substantially equivalent award may be substituted by such successor entity or a parent or subsidiary of such successor entity.B-12 2021 Proxy StatementAppendix B American International Group, Inc. 2021 Omnibus Incentive Plan3.8 Right of Discharge Reserved. Nothing in the Plan or in any Award Agreement will confer upon any Grantee the right to continued Employment by the Company or affect any right which the Company may have to terminate such Employment.3.9.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the discretion of the Committee, and subject to Section 3.14.1, be made in substitution in whole or in part for cash or other compensation otherwise payable to a participant in the Plan. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine.3.9.2 All such grants and deliveries will constitute a special discretionary payment to the Grantee and, unless otherwise provided in an Award Agreement or the Committee specifically provides otherwise, will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the Grantee.3.10 Non-Uniform Determinations.3.10.1 The Committee’s determinations under the Plan and Award Agreements need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee’s Employment has been terminated for purposes of the Plan.3.10.2 To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United States or both and grant Awards (or amend existing Awards) in accordance with those rules.3.11 Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. In addition, Section 1.6.1 (as adjusted by Section 1.6.4) sets forth the only limit on the amount of cash, securities or other property that may be delivered pursuant to this Plan.3.12 Plan Headings. The headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.3.13 Termination of Plan. The Board reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan will terminate on the tenth (10th) anniversary of the Effective Date, and provided further, that all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.3.14.1 The Board and the Committee shall have full authority to give effect to any statement in an Award Agreement to the effect that an Award is intended to be “deferred compensation” subject to Section 409A, to be exempt from Section 409A or to have other intended treatment under Section 409A and/or other provision of2021 Proxy StatementB-13Appendix B American International Group, Inc. 2021 Omnibus Incentive Planthe Code. To the extent necessary to give effect to this authority, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to the subject matter of this paragraph, the Plan shall govern.3.14.2 Without limiting the generality of Section 3.14.1, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A: (a) references to termination of the Grantee’s employment will mean the Grantee’s separation from service with the Company within the meaning of Section 409A; (b) any payment to be made with respect to such Award in connection with the Grantee’s separation from service with the Company within the meaning of Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code shall be delayed until six months after the Grantee’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (c) to the extent necessary to comply with Section 409A, any cash, other securities, other Awards or other property that the Company may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); (d) with respect to any required Consent described in Section 3.3 or the applicable Award Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award or portion thereof, as applicable, will be forfeited and terminated notwithstanding any prior earning or vesting; (e) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (f) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the regulations promulgated under the Code), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (g) unless the Committee determines otherwise, for purposes of determining whether the Grantee has experienced a separation from service with the Company within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with AIG, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code.3.15 Governing Law. THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.3.16 Severability; Entire Agreement. If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.3.17 Waiver of Claims. Each Grantee of an Award recognizes and agrees that before being selected by the Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the Grantee’s receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement).B-14 2021 Proxy StatementAppendix BAmerican International Group, Inc. 2021 Omnibus Incentive Plan3.18 No Liability With Respect to Tax Qualification or Adverse Tax Treatment. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable to a Grantee on account of an Award’s failure to (a) qualify for favorable United States or foreign tax treatment or (b) avoid adverse tax treatment under United States or foreign law, including, without limitation, Section 409A.3.19 No Third Party Beneficiaries. Except as expressly provided therein, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.3 will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees.3.20 Successors and Assigns of AIG. The terms of the Plan will be binding upon and inure to the benefit of AIG and any successor entity contemplated by Section 3.7.3.21 Date of Adoption and Approval of Shareholders. The Plan was adopted on March 11, 2021 by the Board and is subject to, and will become effective upon receipt of, approval by the shareholders of AIG (the “Effective Date”).2021 Proxy StatementB-15 
American International Group, Inc.www.aig.com
Printed on recycled paper
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 11, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET During The Meeting - Go to www.virtualshareholdermeeting.com/AIG2021 NEW YORK, NY 10038 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by AIG in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 11, 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. To be valid, your proxy by mail must be received by 10:00 a.m. Eastern Daylight Time on May 12, 2021. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D36782-P48714 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AMERICAN INTERNATIONAL GROUP, INC. The Board of Directors Recommends a Vote FOR each of the Nominees for Election, FOR Proposals 2, 3 and 4, and AGAINST Proposal 5. 1. Election of Directors Nominees: For Against Abstain 1a. JAMES COLE, JR. ! ! ! For Against Abstain 2. To vote, on a non-binding advisory basis, to approve 1b. W. DON CORNWELL ! ! ! ! ! ! executive compensation. 1c. BRIAN DUPERREAULT ! ! ! 3. To vote on a proposal to approve the American 1d. JOHN H. FITZPATRICK ! ! ! ! ! ! International Group, Inc. 2021 Omnibus Incentive Plan. 1e. WILLIAM G. JURGENSEN ! ! ! 4. To act upon a proposal to ratify the selection of 1f. CHRISTOPHER S. LYNCH ! ! ! PricewaterhouseCoopers LLP as AIG’s independent ! ! ! registered public accounting firm for 2021. 1g. LINDA A. MILLS ! ! ! 5. To vote on a shareholder proposal to give shareholders 1h. THOMAS F. MOTAMED ! ! ! who hold at least 10 percent of AIG’s outstanding ! ! ! common stock the right to call special meetings. 1i. PETER R. PORRINO ! ! ! 1j. AMY L. SCHIOLDAGER ! ! ! 1k. DOUGLAS M. STEENLAND ! ! ! 1l. THERESE M. VAUGHAN ! ! ! 1m. PETER S. ZAFFINO ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D36783-P48714 AMERICAN INTERNATIONAL GROUP, INC. Annual Meeting of Shareholders Wednesday, May 12, 2021 American International Group, Inc. 175 Water Street New York, NY 10038 Proxy Proxy solicited by Board of Directors for Annual Meeting - May 12, 2021. Peter Zaffino, Mark Lyons and Lucy Fato, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of American International Group, Inc. to be held virtually via the Internet at 11:00 a.m. (Eastern Daylight Time) on May 12, 2021 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted in accordance with the instructions provided by the shareholder. If no such instructions are provided, the Proxies will have authority to vote FOR each of the Nominees for election, FOR Proposals 2, 3 and 4, AGAINST Proposal 5 and otherwise as determined in their discretion. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. The Annual Meeting of Shareholders will be held at 11:00 a.m. (Eastern Daylight Time) via live webcast at www.virtualshareholdermeeting.com/AIG2021. Continued and to be signed on the reverse side.
