~~REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE~~

~~Overview~~

~~The role of the Nominating and Corporate Governance Committee is to identify individuals qualified to become Board members and recommend~~


MEMBERS* John Rice, Chair James Cole, Jr. W. Don Cornwell 7 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nIdentifies individuals qualified to become Board members, consistent with criteria approved by the Board and recommends these individuals to the Board for nomination, election or appointment as members of the Board and committees nConsiders board refreshment in light of various factors, including potential director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, and individual director performance nOversees the evaluation of the Board, committees and Lead Independent Director nPeriodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation nReviews and reports to the Board with respect to (1) AIG’s position, policies, practices and reporting with respect to sustainability; (2) current and emerging corporate social responsibility issues of significance to AIG; (3) public policy issues of significance to AIG; and (4) AIG’s relationships with public interest groups, legislatures, government agencies, as well as AIG stakeholders, and how those constituencies view AIG as those relationships relate to issues of public policy and social responsibility
*Throughout 2022, the NCGC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023.

Risk and Capital Committee


MEMBERS William G. Jurgensen, Chair James Cole, Jr. Peter R. Porrino Therese M. Vaughan 5 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nAssists the Board in overseeing and reviewing information regarding AIG’s ERM practices, including the significant policies, procedures and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk nReceives regular updates from the Chief Risk Officer on ERM matters nReviews and makes recommendations to the Board with respect to AIG’s financial and investment policies nApproves issuances, investments, dispositions and other transactions and matters as authorized by the Board nAdvises the Audit Committee with respect to AIG’s capital and liquidity position to support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock nCoordinates with the chairs of the CMRC and Audit Committee to help each committee receive the information it needs to carry out its responsibilities with respect to risk assessment and risk management

24AIG 2023 PROXY STATEMENT

Corporate Governance Compensation of Directors

Compensation of Directors


Highlights of our Director Compensation Program			nNo fees for Board meeting attendance nEmphasis on equity, aligning director interests with shareholders nFormulaic annual equity grants to support independence nBenchmarking against peers with advice from independent compensation consultant nNo compensation is payable to non-independent directors for their service as directors nRobust director stock ownership guidelines

We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties to AIG, as well as the diverse and ~~its Committees,~~complementary skills, experience and attributes of our directors. The following table describes the compensation structure for AIG’s independent directors in 2022.

2022 Compensation Structure for Independent Directors


Base Annual Retainer			($)
Cash Retainer			125,000
Deferred Stock Units (DSUs) Award			185,000
Annual Lead Independent Director Cash Retainer			260,000
Annual Committee Chair Cash Retainers
Audit Committee			40,000
Risk and Capital Committee			40,000
Compensation and Management Resources Committee			30,000
Nominating and Corporate Governance Committee			20,000

The annual cash retainer of $125,000 and any cash retainers due for service as the Lead Independent Director or as a committee chair are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of AIG’s Annual Meeting for the upcoming one-year term. Unless an independent director has elected to ~~advise~~defer his or her DSUs (discussed below), the DSUs are delivered on the last trading day of the month in which the independent director’s service on the Board ends and are settled in shares of AIG common stock on ~~corporate governance matters~~a one-for-one basis. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG common stock underlying the DSUs had been outstanding at that time.

Independent directors are also eligible for the AIG Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per director annually (the same terms and conditions that apply to ~~oversee~~AIG employees).

Annually (or upon initial appointment to the ~~evaluation~~Board), independent directors may elect to receive their base annual, Lead Independent Director and committee chair cash retainers, as applicable, in the form of DSUs. The number of DSUs granted is based on the closing sale price of AIG common stock on the date the cash retainer would otherwise be payable.

Under AIG’s director stock ownership guidelines, independent directors are required to retain any shares of AIG common stock received as a result of the ~~Board~~exercise, vesting or settlement of any stock option or DSU granted by AIG until such time as they own shares of AIG common stock (including DSUs) with a value equal to at least five times the base annual retainer.

AIG’s Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to an AIG compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and ~~its Committees.~~call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, AIG’s Insider Trading Policy prohibits directors from pledging AIG securities and none of AIG’s directors have pledged any AIG securities.

~~Committee Organization~~

AIG 2023 PROXY STATEMENT25

~~Committee Charter.~~ ~~The Nominating and~~

Corporate Governance ~~Committee’s charter is available in~~Compensation of Directors

The following table contains information with respect to the ~~Corporate Governance section of AIG’s corporate website at~~ ~~www.aig.com~~.

~~Independence.~~ ~~The Board of Directors has determined that each member~~compensation of the ~~Nominating~~individuals who served as independent directors of AIG for all or part of 2022.

2022 Independent Director Compensation


Independent Directors During 2022	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	All Other Compensation ($)(4)	Total ($)
Paola Bergamaschi	$10,530	$81,588	$0	$92,118
James Cole, Jr.	$125,000	$184,973	$0	$309,973
W. Don Cornwell	$125,000	$184,973	$10,000	$319,973
John H. Fitzpatrick(5)	$45,330	$0	$0	$45,330
William G. Jurgensen	$165,000	$184,973	$10,000	$359,973
Christopher S. Lynch(5)	$52,583	$0	$93,550	$146,133
Linda A. Mills	$155,000	$184,973	$10,000	$349,973
Thomas F. Motamed	$125,000	$184,973	$0	$309,973
Peter R. Porrino	$165,000	$184,973	$0	$349,973
John G. Rice	$111,761	$28,337	$0	$140,098
Amy L. Schioldager(5)	$45,330	$0	$93,550	$138,880
Douglas M. Steenland	$385,000	$184,973	$0	$569,973
Therese M. Vaughan	$125,000	$184,973	$0	$309,973

(1)This column represents annual retainer fees, Lead Independent Director retainer fees and ~~Corporate Governance Committee is independent,~~committee chair retainer fees, as ~~required by NYSE listing standards.~~

~~Conduct of meetings and governance process.~~ ~~During 2017,~~applicable. For Ms. Bergamaschi, the ~~Nominating and Corporate Governance Committee held 6 meetings. In discussing governance initiatives and in preparation~~amount includes a prorated Board retainer fee for meetings, the Chairman of the Board, the Chair of the Nominating and Corporate Governance Committee and the Vice President—Corporate Governance met and consulted frequently with the other Committee and Board members.

~~Board Membership and Composition~~

~~Nomination and Election of Directors.~~ ~~The Nominating and Corporate Governance Committee evaluated and recommended~~her service as a director upon appointment to the Board of Directors, effective December 1, 2022. For Mr. Fitzpatrick, the ~~eleven nominees~~amount includes a prorated Board retainer fee for his service as a director until the date of the 2022 Annual Meeting, and does not include $2,024,694.72, which represents the value of shares of AIG common stock delivered when he ceased to be a member of the Board as of the 2022 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Lynch, the amount includes prorated annual retainer fees for his service as director and as Chair of the NCGC until the date of the 2022 Annual Meeting. For Mr. Rice, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective March 17, 2022, and a prorated committee chair retainer fee for his service as Chair of the NCGC, effective upon his appointment to such position on May 11, 2022. For Ms. Schioldager, the amount includes a prorated Board retainer fee for her service as a director until the date of the 2022 Annual Meeting.

(2)This column represents the grant date fair value of DSUs granted in 2022 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG common stock on the date of grant.

(3)At December 31, 2022, directors had outstanding stock awards as follows: (i) Paola Bergamaschi — 1,293; (ii) James Cole, Jr. — 7,612; (iii) W. Don Cornwell — 39,448; (iv) John H. Fitzpatrick — 34,504; (v) William G. Jurgensen — 34,137; (vi) Christopher S. Lynch — 36,427; (vii) Linda A. Mills — 30,913; (viii) Thomas F. Motamed — 28,498; (ix) Peter R. Porrino — 30,695; (x) John G. Rice — 5,146; (xi) Amy L. Schioldager — 16,324; (xii) Douglas M. Steenland — 39,623; and (xiii) Therese M. Vaughan — 19,520.

(4) This amount includes charitable contributions disbursed by AIG during 2022 under ~~“Proposal 1—Election~~AIG’s Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of ~~Directors” who are standing~~up to $10,000 annually per independent director. For Mr. Lynch and Ms. Schioldager, the amount also includes a total of $93,550 in cash retainer fees paid to each of them for their service, commencing November 2, 2021, as directors of Corebridge
Financial, Inc.

(5)Messrs. Fitzpatrick and Lynch, and Ms. Schioldager did not stand for election at the ~~2018~~2022 Annual ~~Meeting of Shareholders. In making its determinations, the Committee considered the criteria set forth in AIG’s~~ Meeting.

26AIG 2023 PROXY STATEMENT

Corporate Governance Guidelines. These criteria are: high personal and professional ethics, values and integrity; ability to work together as part of an effective, collegial group; commitment to representing the long-term interests of AIG; skill, expertise, diversity, background, and experience with businesses and other organizations that the Board deems relevant; the interplay of the individual’s experience with the experience of other Board members; the contribution represented by the individual’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively; ability and willingness to commit adequate time to AIG over an extended period of time; and the extent to which the individual would otherwise be a desirable addition to the Board and any Committees of the Board.

A description of the nominees recommended by the Nominating and Corporate Governance Committee is set forth under “Proposal 1—Election of Directors.” The process for identification of director nominees when standing for election for the first time is provided below in “—Committees—Nominating and Corporate Governance Committee.”

~~Independence.~~ The Board of Directors, on the recommendation of the Nominating and Corporate Governance Committee, determined that each of AIG’s ten non-management director nominees is independent within the meaning of the NYSE listing standards and the AIG Director Independence Standards. Mr. Duperreault is the only director nominee who holds an AIG management position and, therefore, is not an independent director.

~~Diversity Consideration.~~ The Nominating and Corporate Governance Committee does not have a specific diversity policy. Rather, the Nominating and Corporate Governance Committee considers diversity in terms of ethnicity and gender as factors in evaluating director candidates and also considers diversity in the broader sense of how a candidate’s experience and skills could assist the Board in light of the Board’s then composition. 40 percent of AIG’s independent director nominees are women or ethnically diverse.

~~Conclusion~~

~~During 2017, the Nominating and Corporate Governance Committee performed its duties and responsibilities under the Nominating and Corporate Governance Committee charter.~~

~~Nominating and Corporate Governance Committee~~
~~American International Group, Inc.~~

~~Christopher S. Lynch, Chair~~
~~W. Don Cornwell~~
~~Samuel J. Merksamer~~
~~Suzanne Nora Johnson~~Shareholder Engagement

~~TABLE OF CONTENTS~~

~~COMMITTEES~~

AIG’s Board Committee structure is organized around key strategic issues to facilitate oversight of management. Committee Chairs regularly coordinate with one another to ensure appropriate information sharing. To further facilitate information sharing, all Committees provide a summary of significant actions to the full Board, and Committee meetings are scheduled to allow all directors to attend each meeting, with many directors attending such meetings. As required under AIG’s Corporate Governance Guidelines, each standing Committee conducts an annual self-assessment and review of its charter.

The following table sets forth the current membership on each standing Committee of the Board and the number of Committee meetings held in 2017. Mr. Duperreault does not serve on any Committees of the Board. Mr. Steenland serves as an ~~ex-officio~~ ~~member of each Committee.~~

Director Audit
Committee Compensation
and
Management
Resources
Committee Nominating
and
Corporate
Governance
Committee Regulatory,
Compliance
and Public
Policy
Committee Risk and
Capital
Committee Technology
Committee
W. Don Cornwell C ■
Peter R. Fisher* ■ ■
John H. Fitzpatrick ■ C
William G. Jurgensen C ■
Christopher S. Lynch C ■ ■
Samuel J. Merksamer* ■ ■ ■
Henry S. Miller ■ ■
Linda A. Mills ■ ■ ■
Suzanne Nora Johnson ■ ■ ■
Ronald A. Rittenmeyer ■ ■ C
Douglas M. Steenland ♦ ♦ ♦ ♦ ♦ ♦
Theresa M. Stone ■ C
Number of meetings in 2017 10 9 6 4 12 4

~~= Chair~~

■

~~= Member~~

♦

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

~~Messrs. Fisher and Merksamer are not standing for re-election to the Board at the Annual Meeting.~~

Audit Committee

The Audit Committee, which held 10 meetings during 2017, assists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting, and compliance with legal and regulatory requirements; the qualifications, independence and performance of AIG’s independent registered public accounting firm; and the performance of AIG’s internal audit function. As part of these oversight responsibilities, the Audit Committee discusses with senior management the guidelines and policies by which AIG assesses and manages risk. In carrying out its risk management oversight responsibilities, the Audit Committee coordinates with the Risk and Capital Committee to help ensure the Board and each Committee has received the information it needs to carry out their responsibilities with respect to risk management. The Audit Committee is directly

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responsible for the appointment, compensation, retention and oversight of the work of AIG’s independent registered public accounting firm. In its oversight of AIG’s internal audit function, the Audit Committee also is involved in the appointment or removal, performance reviews and determining the compensation of AIG’s Chief Internal Auditor. The Audit Committee’s assistance in the Board of Directors’ oversight of AIG’s compliance with legal and regulatory requirements primarily focuses on the effect of such matters on AIG’s financial statements, financial reporting and internal control over financial reporting. In considering AIG’s compliance with legal and regulatory requirements, the Audit Committee also takes into account the oversight of legal and regulatory matters by the Regulatory, Compliance and Public Policy Committee.


MEMBERS Peter R. Porrino, Chair W. Don Cornwell Linda A. Mills John G. Rice 7 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nAssists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting nReviews and discusses with senior management the guidelines and policies by which AIG assesses and manages the Company's exposures to risk nCoordinates with the Chair of the Risk and Capital Committee to help each committee receive the information it needs to carry out its responsibilities with respect to oversight of risk assessment and risk management nAssists the Board in its oversight of the qualifications, independence and performance of AIG’s independent registered public accounting firm, including responsibility for the appointment, compensation, retention and oversight of the firm's work nAssists the Board in its oversight of the performance of AIG’s internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, AIG’s chief internal auditor nAssists the Board in its oversight of AIG’s compliance with regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on AIG’s business, financial statements or compliance policies, AIG’s relations with regulators and governmental agencies and any material reports or inquiries from regulators and government agencies nApproves regular, periodic cash dividends on AIG common stock and preferred stock consistent with Board-approved dividend policies and with support from the Risk and Capital Committee to confirm the adequacy of AIG’s capital and liquidity

The Board has determined, on the recommendation of the ~~Nominating and Corporate Governance Committee,~~NCGC, that ~~all members~~(i) each member of the Audit Committee ~~are independent under both NYSE listing standards~~(Messrs. Porrino, Cornwell and ~~SEC rules. The Board has also determined, on the recommendation of the Nominating~~Rice, and ~~Corporate Governance Committee, that all members of the Audit Committee are~~Ms. Mills) is financially literate and ~~have~~has accounting or related financial management expertise ~~each as defined by NYSE~~under the NYSE's listing standards and ~~that~~(ii) Messrs. ~~Fitzpatrick, Jurgensen, Rittenmeyer~~Porrino, Cornwell and ~~Steenland (as an~~ ~~ex-officio~~ ~~member) and Ms. Stone~~Rice are ~~audit~~“audit committee financial ~~experts,~~experts” as that term is defined under SEC rules. Although designated as audit committee financial experts, no member of the Committee is an accountant for AIG or, under SEC rules, an “expert” for purposes of the liability provisions ofin the Securities ~~Act of 1933, as amended (the Securities Act), or for any other purpose.~~and Exchange Commission's (SEC) rules.

22AIG 2023 PROXY STATEMENT

Corporate Governance Board Committees

Compensation and Management Resources Committee


MEMBERS* Linda A. Mills, Chair William G. Jurgensen Therese M. Vaughan 8 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nOversees AIG’s compensation programs generally and makes recommendations to the Board regarding AIG’s general compensation philosophy nReviews and approves incentive award performance metrics and goals relevant to the compensation of AIG’s CEO, evaluates the CEO’s performance and determines and approves the compensation awarded to the CEO (subject to ratification or approval by the Board) nReviews and approves the incentive award performance metrics relevant to the compensation of the other senior executives under its purview and, based on the recommendation of the CEO, approves their compensation nReviews reports about the compensation of other key corporate officers of AIG, as the CMRC deems appropriate nOversees and reports to the Board, at least annually, on AIG’s management development and succession planning programs nOversees the assessment of the risks related to AIG’s compensation policies and programs nReviews periodic updates from management on initiatives and progress in the area of human capital, including DEI and employee engagement surveys nEngages the services of an independent compensation consultant to advise on executive compensation matters
*Throughout 2022, the CMRC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023.

The CMRC may delegate its authority to subcommittees or the CMRC chair when it deems it appropriate and in the best interests of AIG. The CMRC may delegate to one or more executive officers the authority to make grants to any non-executive officer under AIG’s equity compensation plans as the CMRC deems appropriate and in accordance with the terms of such plans.

Compensation and Management Resources Committee ~~which held 9 meetings during 2017, is responsible for determining~~Interlocks and approving the compensation awarded to AIG’s Chief Executive Officer (subject to ratification or approval by the Board), approving the compensation awarded to the other senior executives under its purview (which includes all of the named executives in the 2017 Summary Compensation Table) and reviewing and approving the performance measures and goals relevant to such compensation. The Compensation and Management Resources Committee is also responsible for making recommendations to the Board with respect to AIG’s compensation programs for senior executives and other employees; for reviewing, in conjunction with AIG’s Chief Risk Officer, the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives; and for overseeing AIG’s management development and succession planning programs. These responsibilities, which may not be delegated to persons who are not members of the Compensation and Management Resources Committee, are set forth in the Committee’s charter, which is available in the Corporate Governance section of AIG’s corporate website at ~~www.aig.com~~.

Our Chief Executive Officer participates in meetings of the Compensation and Management Resources Committee and makes recommendations with respect to the annual compensation of employees under the Committee’s purview other than himself. Pursuant to AIG’s By-laws, the Board ratifies or approves the determination of the Compensation and Management Resources Committee as to the compensation paid or to be paid to AIG’s Chief Executive Officer.

The Compensation and Management Resources Committee does not determine the compensation of the Board of Directors. The compensation of directors is recommended by the Nominating and Corporate Governance Committee and is approved by the Board.

To provide independent advice, the Compensation and Management Resources Committee engaged Frederic W. Cook & Co. (FW Cook) as a consultant and has used the services of FW Cook since 2005. The Compensation and Management Resources Committee directly engaged FW Cook to provide independent, analytical and evaluative advice about AIG’s compensation programs for senior executives, including comparisons to industry peers and comparisons to “best practices” in general. FW Cook reports directly to the Chair of the Compensation and Management Resources Committee. A senior consultant of FW Cook regularly attends Committee meetings and provides information on compensation trends along with specific views on AIG’s compensation programs.

FW Cook has provided advice to the Nominating and Corporate Governance Committee on AIG director compensation and market practices with respect to director compensation. Other than services provided to the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee, neither FW Cook nor any of its affiliates provided any other services to AIG. For services related to board and executive officer compensation, FW Cook was paid $261,310 in 2017.

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The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Compensation and Management Resources Committee are independent under NYSE listing standards and SEC rules.

~~Nominating and Corporate Governance Committee~~

The Nominating and Corporate Governance Committee held 6 meetings in 2017. The Board of Directors has determined that all members of the Nominating and Corporate Governance Committee are independent under NYSE listing standards. The primary responsibilities of the Nominating and Corporate Governance Committee are to identify individuals qualified to become Board members, consistent with criteria approved by the Board of Directors, and recommend these individuals to the Board of Directors for nomination, election or appointment as members of the Board and its Committees, to advise the Board on corporate governance matters and to oversee the evaluation of the Board and its Committees. The Nominating and Corporate Governance Committee also periodically reviews and makes recommendations to the Board regarding the form and amount of director compensation.

The AIG Corporate Governance Guidelines include characteristics that the Nominating and Corporate Governance Committee considers important for nominees for director and information for shareholders with respect to director nominations. The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders and will evaluate shareholder nominees on the same basis as all other nominees. Shareholders who wish to submit nominees for director for consideration by the Nominating and Corporate Governance Committee by submitting names and supporting information to: Chair, Nominating and Corporate Governance Committee, c/o Vice President—Corporate Governance, American International Group, Inc., 175 Water Street, New York, New York 10038.

In addition, AIG’s By-laws permit 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 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 of Directors, so long as the shareholder(s) and the nominee(s) satisfy the requirements specified in AIG’s By-laws(as further described above in “—Governance—Shareholder Engagement—Proxy Access”).

~~Regulatory, Compliance and Public Policy Committee~~

The Regulatory, Compliance and Public Policy Committee held 4 meetings in 2017. The Regulatory, Compliance and Public Policy Committee assists the Board in its oversight of AIG’s handling of legal, regulatory and compliance matters and reviews AIG’s position and policies that relate to current and emerging corporate social responsibility and political and public policy issues. The Regulatory, Compliance and Public Policy Committee’s duties and responsibilities include reviewing periodically with management AIG’s relations with regulators and governmental agencies, and any significant legal, compliance and regulatory matters that have arisen, and coordinating with the Audit Committee and other Committees of the Board on such matters to the extent appropriate; serving as the representative of the Board to AIG’s regulators; reviewing periodically management’s development of legal and regulatory compliance policies and procedures and implementation of AIG’s compliance program; and receiving reports from the Chief Internal Auditor regarding internal audit’s reviews of AIG’s legal, regulatory and compliance functions and periodically reviewing such reports with the Chief Internal Auditor. The Regulatory, Compliance and Public Policy Committee’s charter is available in the Corporate Governance section of AIG’s corporate website at ~~www.aig.com~~.Insider Participation

The Board has determined, on the recommendation of the ~~Nominating and Corporate Governance Committee,~~NCGC, that all members of the ~~Regulatory, Compliance and Public Policy Committee~~CMRC in 2022 are independent under both the NYSE listing standards and applicable SEC rules. Further, no member of the CMRC in 2022 has ever been an officer or employee of AIG or had a relationship with AIG requiring disclosure as a related person transaction under SEC rules. No executive officer of AIG is, or was during 2022, a member of the compensation committee or board of another company, one of whose executive officers has been a member of the AIG Board or the CMRC.

AIG 2023 PROXY STATEMENT23

Corporate Governance Board Committees

Nominating and Corporate Governance Committee


MEMBERS* John Rice, Chair James Cole, Jr. W. Don Cornwell 7 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nIdentifies individuals qualified to become Board members, consistent with criteria approved by the Board and recommends these individuals to the Board for nomination, election or appointment as members of the Board and committees nConsiders board refreshment in light of various factors, including potential director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, and individual director performance nOversees the evaluation of the Board, committees and Lead Independent Director nPeriodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation nReviews and reports to the Board with respect to (1) AIG’s position, policies, practices and reporting with respect to sustainability; (2) current and emerging corporate social responsibility issues of significance to AIG; (3) public policy issues of significance to AIG; and (4) AIG’s relationships with public interest groups, legislatures, government agencies, as well as AIG stakeholders, and how those constituencies view AIG as those relationships relate to issues of public policy and social responsibility
*Throughout 2022, the NCGC was comprised of four independent directors until the retirement of Mr. Motamed, effective January 23, 2023.

Risk and Capital Committee

~~The~~


MEMBERS William G. Jurgensen, Chair James Cole, Jr. Peter R. Porrino Therese M. Vaughan 5 MEETINGS HELD IN 2022			PRIMARY RESPONSIBILITIES nAssists the Board in overseeing and reviewing information regarding AIG’s ERM practices, including the significant policies, procedures and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk nReceives regular updates from the Chief Risk Officer on ERM matters nReviews and makes recommendations to the Board with respect to AIG’s financial and investment policies nApproves issuances, investments, dispositions and other transactions and matters as authorized by the Board nAdvises the Audit Committee with respect to AIG’s capital and liquidity position to support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock nCoordinates with the chairs of the CMRC and Audit Committee to help each committee receive the information it needs to carry out its responsibilities with respect to risk assessment and risk management

24AIG 2023 PROXY STATEMENT

Corporate Governance Compensation of Directors

Compensation of Directors


Highlights of our Director Compensation Program			nNo fees for Board meeting attendance nEmphasis on equity, aligning director interests with shareholders nFormulaic annual equity grants to support independence nBenchmarking against peers with advice from independent compensation consultant nNo compensation is payable to non-independent directors for their service as directors nRobust director stock ownership guidelines

We use a combination of cash and ~~Capital Committee held 12 meetings in 2017. The Risk~~deferred stock-based awards to retain and ~~Capital Committee reports~~attract qualified candidates to ~~and assists~~serve as independent directors. In setting director compensation, the ~~Board in overseeing and reviewing information regarding AIG’s ERM, including~~NCGC considers the significant policies, procedures, and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk. The Risk and Capital Committee also assists the Board in its oversight responsibilities by reviewing and making recommendations to the Board with respect to AIG’s financial and investment policies, provides strategic guidance to management as to AIG’s capital structure and financing, the allocationamount of ~~capital to its~~

~~TABLE OF CONTENTS~~

businesses, methods of financing its businesses and other related strategic initiatives. The Risk and Capital Committee also approves issuances, investments, dispositions and other transactions and matters as authorized by the Board. The Risk and Capital Committee also coordinates with the Audit Committee to help ensure the Board and each Committee has received the information it needs to carry out their responsibilities with respect to risk management. The Risk and Capital Committee’s charter is available in the Corporate Governance section of AIG’s corporate website at ~~www.aig.com~~.

~~The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee,~~time that ~~all~~ members of the ~~Risk~~Board spend in fulfilling their duties to AIG, as well as the diverse and ~~Capital Committee are independent under NYSE listing standards~~complementary skills, experience and ~~SEC rules.~~

~~Technology Committee~~

~~The Technology Committee held 4 meetings in 2017. The Technology Committee assists the Board in its oversight~~attributes of AIG’s information technology projects and initiatives by, among other things, reviewing the financial, tactical and strategic benefits of proposed significant information technology-related projects and initiatives, reviewing and making recommendations to the Board regarding significant information technology investments in support of AIG’s information technology strategy, and reviewing AIG’s risk management and risk assessment guidelines and policies regarding information technology security, including the quality and effectiveness of AIG’s information technology security and disaster recovery capabilities. The Technology Committee’s charter is available in the Corporate Governance section of AIG’s corporate website at ~~www.aig.com~~.

The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Technology Committee are independent under NYSE listing standards and SEC rules.

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~~COMPENSATION OF DIRECTORS~~

our directors. The following table describes the compensation structure for AIG’s ~~non-management~~independent directors in ~~2017.~~2022.

2022 Compensation Structure for ~~Non-Management~~Independent Directors

Base Annual Retainer
Cash Retainer $ 150,000
Deferred Stock Units (DSUs) Award $ 130,000
Annual Independent Chairman Cash Retainer $ 260,000
Annual Committee Chair Retainers
Audit Committee $ 40,000
Risk and Capital Committee $ 40,000
Compensation and Management Resources Committee $ 30,000
Other Committees $ 20,000

~~Non-management directors can elect to receive~~


Base Annual Retainer			($)
Cash Retainer			125,000
Deferred Stock Units (DSUs) Award			185,000
Annual Lead Independent Director Cash Retainer			260,000
Annual Committee Chair Cash Retainers
Audit Committee			40,000
Risk and Capital Committee			40,000
Compensation and Management Resources Committee			30,000
Nominating and Corporate Governance Committee			20,000

The annual cash retainer ~~amounts~~of $125,000 and ~~Committee retainer amounts~~any cash retainers due for service as the Lead Independent Director or as a committee chair are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of AIG’s Annual Meeting for the upcoming one-year term. Unless an independent director has elected to defer his or her DSUs (discussed below), the DSUs are delivered on the last trading day of the month in which the independent director’s service on the Board ends and are ~~also eligible for the AIG Matching Grants Program on the same terms and conditions that apply to AIG employees. See “Committees” for information on current Committee memberships.~~

~~Each DSU provides that one share~~settled in shares of AIG ~~Common Stock will be delivered when~~common stock on a ~~director ceases to be a member of the Board and~~one-for-one basis. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG ~~Common Stock~~common stock underlying the DSUs had been ~~outstanding. DSUs~~outstanding at that time.

Independent directors are ~~granted under~~also eligible for the AIG ~~2013 Omnibus Incentive Plan (2013 Omnibus Incentive Plan)~~Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per director annually (the same terms and conditions that apply to AIG employees).

In March 2018, the Nominating and Corporate Governance Committee completed its annual review of the AIG non-management director compensation program. The director compensation program was evaluated using the same peer group used for the executive compensation program. Based on that review, the Nominating and Corporate Governance Committee recommendedAnnually (or upon initial appointment to the ~~Board,~~Board), independent directors may elect to receive their base annual, Lead Independent Director and committee chair cash retainers, as applicable, in the ~~Board approved, effective as~~form of DSUs. The number of DSUs granted is based on the closing sale price of AIG common stock on the date ~~of the Annual Meeting:~~

•

~~a decrease in~~ the cash retainer ~~component of the non-management director annual retainer amount from $150,000 to $125,000; and~~

•

an increase in the DSU component of the non-management director annual retainer amount from $130,000 to $170,000 to (i) replace the decrease in the cash component with equity, (ii) increase the ratio of equity to cash components and (iii) increase the total non-management director annual retainer amount to better align the director compensation program with the peer group.

would otherwise be payable.

Under AIG’s director stock ownership guidelines, ~~non-management~~independent directors ~~should own a number of~~are required to retain any shares of AIG ~~Common Stock~~common stock received as a result of the exercise, vesting or settlement of any stock option or DSU granted by AIG until such time as they own shares of AIG common stock (including ~~deferred stock and~~ DSUs) with a value equal to at least five times the base annual ~~retainer for non-management directors.~~retainer.

~~Neither Mr. Duperreault nor Mr. Peter Hancock, our former President and Chief Executive Officer, received any compensation for service as a director.~~

~~FW Cook provided advice to the Nominating and Corporate Governance Committee~~AIG’s Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG ~~director~~securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to an AIG compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and ~~related market practices. Both the cash~~call options, forward contracts, collars and equity ~~components~~swaps relating to AIG securities. In addition, AIG’s Insider Trading Policy prohibits directors from pledging AIG securities and none of ~~non-management director compensation remain subject to the shareholder-approved limits established in the 2013 Omnibus Incentive Plan.~~

AIG’s directors have pledged any AIG securities.

22AIG 2023 PROXY STATEMENT25

~~TABLE OF CONTENTS~~Corporate Governance Compensation of Directors

The following table contains information with respect to the compensation of the individuals who served as ~~non-management~~independent directors of AIG for all or part of ~~2017.~~2022.

~~2017 Non-Management~~2022 Independent Director Compensation

Non-Management Members of the Board in 2017 Fees Earned
or Paid in
Cash(1) Stock
Awards(2) All Other
Compensation(3) Total
W. Don Cornwell $ 180,000 $ 129,978 $ 10,000 $ 319,978
Peter R. Fisher $ 150,000 $ 129,978 $ 0 $ 279,978
John H. Fitzpatrick $ 190,000 $ 129,978 $ 0 $ 319,978
William G. Jurgensen $ 190,000 $ 129,978 $ 0 $ 319,978
Christopher S. Lynch $ 160,110 $ 129,978 $ 0 $ 290,088
Samuel J. Merksamer $ 150,000 $ 129,978 $ 0 $ 279,978
George L. Miles, Jr. $ 74,175 $ 0 $ 0 $ 74,175
Henry S. Miller $ 150,000 $ 129,978 $ 10,000 $ 289,978
Robert S. Miller $ 74,175 $ 0 $ 0 $ 74,175
Linda A. Mills $ 150,000 $ 129,978 $ 10,000 $ 289,978
Suzanne Nora Johnson $ 159,890 $ 129,978 $ 10,000 $ 299,868
John A. Paulson $ 74,175 $ 0 $ 0 $ 74,175
Ronald A. Rittenmeyer $ 170,000 $ 129,978 $ 0 $ 299,978
Douglas M. Steenland $ 410,000 $ 129,978 $ 0 $ 539,978
Theresa M. Stone $ 170,000 $ 129,978 $ 10,000 $ 309,978


Independent Directors During 2022	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	All Other Compensation ($)(4)	Total ($)
Paola Bergamaschi	$10,530	$81,588	$0	$92,118
James Cole, Jr.	$125,000	$184,973	$0	$309,973
W. Don Cornwell	$125,000	$184,973	$10,000	$319,973
John H. Fitzpatrick(5)	$45,330	$0	$0	$45,330
William G. Jurgensen	$165,000	$184,973	$10,000	$359,973
Christopher S. Lynch(5)	$52,583	$0	$93,550	$146,133
Linda A. Mills	$155,000	$184,973	$10,000	$349,973
Thomas F. Motamed	$125,000	$184,973	$0	$309,973
Peter R. Porrino	$165,000	$184,973	$0	$349,973
John G. Rice	$111,761	$28,337	$0	$140,098
Amy L. Schioldager(5)	$45,330	$0	$93,550	$138,880
Douglas M. Steenland	$385,000	$184,973	$0	$569,973
Therese M. Vaughan	$125,000	$184,973	$0	$309,973

(1)

This column represents annual retainer fees, Lead Independent Director retainer fees and ~~Committee Chair~~committee chair retainer ~~fees.~~fees, as applicable. For ~~Mr. Lynch,~~Ms. Bergamaschi, the amount includes a prorated ~~Committee Chair~~Board retainer fee for her service as a director upon appointment to the Board of Directors, effective December 1, 2022. For Mr. Fitzpatrick, the amount includes a prorated Board retainer fee for his service as ~~Chair of the Nominating and Corporate Governance Committee, effective as of the date of the 2017 Annual Meeting. For Ms. Nora Johnson, the amount includes~~ a ~~prorated annual Committee Chair retainer fee for her service as Chair of the Nominating and Corporate Governance Committee~~director until the date of the ~~2017~~2022 Annual ~~Meeting. For Messrs. Miles, Robert S. Miller~~Meeting, and ~~Paulson, the amounts include prorated annual retainer fees for their service as directors until the date of the 2017 Annual Meeting. For Mr. Miles, the amount~~ does not include ~~(i) $856,774,~~$2,024,694.72, which represents the value of shares of AIG ~~Common Stock~~common stock delivered when he ceased to be a member of the Board as of the ~~2017~~2022 Annual Meeting in accordance with the terms of the DSUs previously ~~granted~~granted. For Mr. Lynch, the amount includes prorated annual retainer fees for his service as director and ~~reported, (ii) $21,630, which represents~~as Chair of the NCGC until the date of the 2022 Annual Meeting. For Mr. Rice, the amount includes a ~~cash payment with respect~~prorated Board retainer fee for his service as a director upon appointment to the ~~final dividend equivalents on~~Board, effective March 17, 2022, and a prorated committee chair retainer fee for his ~~DSUs payable prior to delivery~~service as Chair of the ~~underlying shares and warrant equivalents granted~~NCGC, effective upon his appointment to ~~him related to DSUs issued prior to~~such position on May 11, 2022. For Ms. Schioldager, the ~~dividend of warrants by AIG to its shareholders on January 13, 2011 and (iii) $5,626, which represents~~amount includes a prorated Board retainer fee for her service as a director until the ~~delivery of previously granted and reported deferred AIG Common Stock, the deferral of which ended when he ceased to be a member~~date of the ~~Board. For Mr. Robert S. Miller, the amount does not include (i) $840,206, which represents the value of shares of AIG Common Stock delivered when he ceased to be a member of the Board as of the 2017~~2022 Annual Meeting in accordance with the terms of DSUs previously granted and reported and (ii) $18,484, which represents a cash payment with respect to the final dividend equivalents on his DSUs payable prior to delivery of the underlying shares and warrant equivalents granted to him related to DSUs granted prior to the warrant distribution. For Mr. Paulson, the amount does not include (i) $323,299, which represents the value of shares of AIG Common Stock delivered when he ceased to be a member of the Board as of the 2017 Annual Meeting in accordance with the terms of DSUs previously granted and reported and (ii) $1,467, which represents a cash payment with respect to the final dividend equivalents on his DSUs payable prior to delivery of the underlying shares.Meeting.

(2)

This column represents the grant date fair value of DSUs granted in ~~2017~~2022 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG ~~Common Stock~~common stock on the date of grant.

~~(3)~~

(4)This ~~column represents~~amount includes charitable contributions disbursed by AIG during 2022 under AIG’s Matching Grants ~~Program.~~Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 annually per independent director. For Mr. Lynch and Ms. Schioldager, the amount also includes a total of $93,550 in cash retainer fees paid to each of them for their service, commencing November 2, 2021, as directors of Corebridge
Financial, Inc.

(5)Messrs. Fitzpatrick and Lynch, and Ms. Schioldager did not stand for election at the 2022 Annual Meeting.

26AIG 2023 PROXY STATEMENT

Corporate Governance Shareholder Engagement

~~TABLE OF CONTENTS~~Shareholder Engagement

~~The following table sets forth~~During 2022, we engaged with shareholders holding approximately 50 percent of our shares outstanding as of December 31, 2022. We engaged with shareholders and other stakeholders throughout 2022 - including after the 2022 Proxy Statement was filed - to understand their perspectives and solicit feedback on a variety of topics, including the Company's performance, leadership, strategy and initiatives, executive compensation, corporate governance, sustainability and human capital management. This feedback also informs how and what information ~~with respect~~we disclose to the ~~stock awards outstanding at December 31, 2017~~public so that we can more effectively address shareholder priorities and inquiries.

Some key themes and topics emerged from this outreach, including:

nContinued confidence in Mr. Zaffino’s leadership and the stability he provides, as well as the importance of his retention

nContinued interest and confidence in the Company’s strategic initiatives, including AIG 200, underwriting excellence, and capital management

nContinued interest in and support for the ~~non-management directors~~initial public offering and eventual full separation of ~~AIG. None of~~Corebridge

nContinued confidence in the ~~non-management directors hold option awards.~~Company’s executive compensation programs, and human capital management, DEI and climate-related initiatives

~~Outstanding Stock Awards at December 31, 2017~~

~~Non-Management Members of the Board in 2017~~	~~Deferred~~ ~~Stock Units(1)~~
~~W. Don Cornwell~~		~~15,472~~
~~Peter R. Fisher~~		~~8,750~~
~~John H. Fitzpatrick~~		~~14,332~~
~~William G. Jurgensen~~		~~10,850~~
~~Christopher S. Lynch~~		~~15,621~~
~~Samuel J. Merksamer~~		~~4,441~~
~~George L. Miles, Jr.~~		0
~~Henry S. Miller~~		~~15,621~~
~~Robert S. Miller~~		0
~~Linda A. Mills~~		~~6,197~~
~~Suzanne Nora Johnson~~		~~18,908~~
~~John A. Paulson~~		0
~~Ronald A. Rittenmeyer~~		~~15,621~~
~~Douglas M. Steenland~~		~~15,621~~
~~Theresa M. Stone~~		~~24,148~~

~~(1)~~

DSUs shown include DSUs awarded in 2017 and prior years, director’s fees deferred into DSUs and DSUs awarded as dividend equivalents. Receipt of shares of AIG Common Stock underlying DSUs is deferred until the director ceases to be a member of the Board. DSUs granted prior to April 2010 were granted under the Amended and Restated AIG 2007 Stock Incentive Plan (2007 Stock Incentive Plan). DSUs granted after April 2010 and prior to May 15, 2013 were granted under the AIG 2010 Stock Incentive Plan (2010 Stock Incentive Plan) and DSUs granted commencing on or after May 15, 2013 were granted under the 2013 Omnibus Incentive Plan.

~~COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

~~During his or her service on the Compensation and Management Resources Committee, no member served as an officer or employee of AIG at any time or had any relationship~~We regularly share such feedback with AIG requiring disclosure as a related-party transaction under SEC rules. During 2017, none of AIG’s executive officers served as a director of another entity, one of whose executive officers served on the Compensation and Management Resources Committee; 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 the Board, which, in turn informs the Board’s discussions on a variety of ~~Directors~~topics. We remain committed to engagement with shareholders and other stakeholders.

Ownership of ~~AIG.~~

~~TABLE OF CONTENTS~~

~~OWNERSHIP OF CERTAIN SECURITIES~~Certain Beneficial Owners

The following table contains information regarding the only persons who, to the knowledge of AIG, beneficially own more than five percent of AIG ~~Common Stock~~common stock at January 31, ~~2018.~~2023.

Shares of Common Stock Beneficially Owned

~~Shares of Common Stock~~
~~Beneficially Owned~~

~~Name and Address~~

Number of Shares

~~Number~~

~~Percent~~

BlackRock, Inc.

55 East 52nd52nd Street

New York, NY 10055

63,474,041(1)

8.6

~~64,406,363~~(1)

~~7.1~~%

Capital Research Global Investors

333 South Hope Street,
55th Fl

Los Angeles, CA 90071

41,329,361(2)

5.6

~~57,556,990~~(2)

~~6.4~~%

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

76,173,119(3)

10.3

~~61,323,039~~(3)

~~6.8~~%

(1)

Based on information disclosed in a Schedule 13G/A filed with the SEC on February ~~8, 2018~~3, 2023, by BlackRock, Inc. (BlackRock) reporting beneficial ownership as of December 31, ~~2017.~~2022. 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~~common stock within 60 days. All information provided ~~in “Ownership of Certain Securities”~~ with respect to this entity is ~~provided~~ based solely on information set forth in the Schedule 13G/A. ~~This information may not be accurate or complete and~~ AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.

(2)

Based on information disclosed in a Schedule ~~13G/A~~13G filed with the SEC on February ~~14, 2018~~13, 2023, by Capital Research Global Investors reporting beneficial ownership as of December ~~31, 2017.~~30, 2022. Item 4 to this Schedule ~~13G/A~~13G provides details as to the voting and investment power of Capital Research Global Investors as well as the right to acquire AIG ~~Common Stock~~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~~13G. AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.

(3)

Based on a information disclosed in a Schedule 13G/A filed with the SEC on February ~~12, 2018~~9, 2023, by The Vanguard Group reporting beneficial ownership as of December ~~31, 2017.~~30, 2022. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of The Vanguard Group as well as the right to acquire AIG ~~Common Stock~~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.

From time to time, we engage in ordinary course, arm’s-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding common stock.

AIG 2023 PROXY STATEMENT27

~~TABLE OF CONTENTS~~Corporate Governance Ownership of Certain Beneficial Owners

The following table summarizes the ownership of AIG ~~Common Stock~~common stock by ~~the~~(1) each of our current directors, ~~by the~~(2) each of our current ~~and former~~named executive officers ~~named~~included in the ~~2017~~2022 Summary Compensation Table in ~~“Executive~~“2022 Executive Compensation—~~2017 Compensation”~~Summary Compensation Table” and ~~by the~~(3) our current directors and ~~current~~ executive officers as a group.

AIG Common Stock
Owned Beneficially as of
January 31, 2018
Amount and Nature
of Beneficial
Ownership(1)(2) Percent
of
Class
W. Don Cornwell 18,054
(3)

Douglas A. Dachille 3,740
(3)

Brian Duperreault 80,000 0.01%
Peter R. Fisher 17,797
(3)

John H. Fitzpatrick 14,408
(3)

Peter D. Hancock 131,457 0.01%
Kevin T. Hogan 77,676 0.01%
William G. Jurgensen 25,908
(3)

Christopher S. Lynch 18,874
(3)

Samuel J. Merksamer 4,464
(3)

Henry S. Miller 15,704
(3)

Linda A. Mills 6,230
(3)

Suzanne Nora Johnson 19,008
(3)

Ronald A. Rittenmeyer 15,704
(3)

Siddhartha Sankaran 88,683 0.01%
Robert S. Schimek 165,427(4) 0.02%
Peter Y. Solmssen 41,306
(3)

Douglas M. Steenland 15,704
(3)

Theresa M. Stone 24,991
(3)

Peter Zaffino 0
(3)

All current Directors and current Executive Officers of AIG as a group
(24 individuals) 487,669 0.05%

The directors, named executive officers, and executive officers, have sole voting and investment power with respect to the shares of common stock listed.

~~(1)~~
AIG Common Stock Owned Beneficially as of January 31, 2023


	Amount and Nature of Beneficial Ownership(1)	% of Class
Paola Bergamaschi	1,299	*
James Cole, Jr.	7,650	*
W. Don Cornwell	39,649	*
Lucy Fato	450,399	*
Shane Fitzsimons	126,048	*
Kevin T. Hogan	588,106	*
William G. Jurgensen	69,389	*
David McElroy	329,686	*
Linda A. Mills	31,683	*
Diana M. Murphy	0	*
Peter R. Porrino	31,504	*
John G. Rice	15,746	*
Douglas M. Steenland	44,623	*
Therese M. Vaughan	20,619	*
Vanessa A. Wittman	0	*
Peter Zaffino	1,350,680	*
All current directors and current executive officers of AIG as a group (23 individuals)	3,629,515	*

* None of the directors, the named executive officers or the directors and executive officers together as a group owned more than one percent of our common stock as of January 31, 2023.

(1)Amount of equity securities shown includes (i) shares ~~receivable upon the exercise~~ of ~~warrants~~AIG common stock subject to options which may be exercised within 60 days as follows: ~~Hancock—17,831 shares,~~Fato—322,355 shares; Fitzsimons—82,384 shares; Hogan—~~135 shares, Schimek—9,713~~365,227 shares; McElroy—223,302 shares; and Zaffino—1,041,051 shares and all current directors and current executive officers of AIG as a group—272 shares; (ii) net shares received in February 2018 upon settlement of one-third of the 2015 long-term incentive awards that vested in January 2018: Dachille—3,740 shares, Hancock—6,788 shares, Hogan—3,056 shares, Sankaran—1,385 shares, Schimek—1,821 shares and all current executive officers of AIG as a group—12,5562,402,012 shares; and ~~(iii)~~(ii) DSUs granted to each ~~non-management~~independent director with delivery of the underlying AIG ~~Common Stock~~common stock deferred until such director ceases to be a member of the Board, as follows: ~~Cornwell—15,554~~Bergamaschi—1,299 shares; Cole—7,650 shares, ~~Fisher—8,797 shares, Fitzpatrick—14,408 shares,~~Cornwell—39,649 shares; Jurgensen—~~10,908 shares, Lynch—15,704 shares, Merksamer—4,464 shares, H. Miller—15,704 shares,~~34,309 shares; Mills—~~6,230 shares, Nora Johnson—19,008 shares, Rittenmeyer—15,704 shares,~~31,683 shares; Porrino—31,504 shares; Rice—5,746 shares; Steenland—~~15,704 shares,~~39,823 shares; and ~~Stone—24,991~~Vaughan—19,619 shares.

~~(2)~~

Amount of equity securities shown excludes the following securities owned by or held in trust for members of the named individual’s immediate family as to which securities such individual has disclaimed beneficial ownership: Hancock—32 shares and Fitzpatrick—100 shares.

~~(3)~~

~~Less than .01 percent.~~

~~(4)~~

Mr. Schimek, a former executive officer, has pledged 70,000 shares, which he pledged prior to the prohibition beginning in 2018. No current executive officer or director has pledged any shares of AIG Common Stock. For information on AIG’s pledging policy, please see “Executive Compensation—Compensation Discussion and Analysis—Other Considerations”.

2628AIG 2023 PROXY STATEMENT

~~TABLE OF CONTENTS~~



Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~



What am I voting on? We are asking shareholders to approve, on an advisory basis, the 2022 compensation of AIG’s named executive officers as disclosed in this Proxy Statement. Voting Recommendation The Board of Directors unanimously recommends a voteFOR the 2022 compensation of AIG’s named executives.

This advisory vote to approve executive compensation is commonly referred to as the "say-on-pay" vote and is being requested in accordance with the requirements of Section ~~16(a)~~14A of the Securities Exchange Act of 1934 ~~(Exchange Act) requires directors, certain officers,~~ and ~~greater than ten percent holders~~the related rules of the SEC. This advisory vote is not binding on the Board or AIG. However, the CMRC will consider the outcome of the vote when considering future executive compensation arrangements. AIG currently holds its say-on-pay votes on an annual basis, which is consistent with the results of the most recent vote at the 2019 Annual Meeting on the frequency of our say-on-pay vote. This practice will continue at least until the next vote on the frequency of future say-on-pay votes, which will occur at the 2025 Annual Meeting.

The Board and the CMRC believe that AIG’s executive compensation program has effectively aligned pay with performance, while facilitating the retention of highly talented executives who are critical to our long-term success. Accordingly, the Board recommends that shareholders vote FOR the following resolution:

RESOLVED: that the shareholders of the common stock of AIG ~~Common Stock to file reports with respect to their ownership~~approve, on an advisory basis, the compensation of AIG equity securities. Based solely on the review of the Forms 3, 4 and 5 and amendments thereto furnished to AIG and certain representations made to AIG, AIG believes that the only filing deficiencies under Section 16(a) by its directors,AIG’s named executive officers, and greater than ten percent holders during 2017 were (i) an amendment to the original Form 3 filed by Kevin T. Hogan in 2013 (the amendment corrected the number of warrants held indirectly by Mr. Hogan at the time he became an officer) and (ii) a late report by Donnalee A. DeMaio reporting a grant of restricted stock units. In addition, AIG was unable to confirm that Mr. Paulson did not fail to file a Form 5 for 2017, because Mr. Paulson did not provide us with the SEC-required written representation.

~~RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS~~

~~Employment of a Family Member~~

The spouse of Alessandrea C. Quane, AIG’s Executive Vice President and Chief Risk Officer, is a non-executive officer employee of AIG. Ms. Quane has been an employee of AIG since 1996 and an executive officer since February 2016. Mr. Quane has been an employee of AIG since 1996. His 2017 base salary and short-term incentive award was approximately $522,000as disclosed in the ~~aggregate,~~Compensation Discussion and ~~his 2017 target long-term incentive award was approximately $400,000. He also received benefits generally available to all employees. The~~Analysis, the compensation ~~for this employee was determined in accordance with our standard employment~~tables and ~~compensation practices applicable to employees with similar responsibilities and positions.~~

~~Transactions with Hamilton Insurance Group, Two Sigma Insurance Quantified and Attune Holdings~~

On May 14, 2017, AIG entered into a waiver agreement with Hamilton (the Hamilton Waiver Agreement) pursuant to which AIG paid Hamilton $20 million in exchange for Hamilton’s release of Mr. Duperreault from restrictive covenants that would prevent or restrict Mr. Duperreault from being employed by AIG or serving on the Board. Pursuant to the Hamilton Waiver Agreement, AIG will make an additional payment of $20 million contingent upon the completion of Mr. Duperreault’s second year as Chief Executive Officer of AIG, which would continue to be payable in the ~~event Mr. Duperreault is no longer employed as AIG’s Chief Executive Officer at such time due to his death or disability. In addition, Hamilton has advised AIG that,~~related narrative disclosures contained in connection with Mr. Duperreault’s appointment as AIG’s President and Chief Executive Officer effective May 14, 2017, Hamilton has cancelled or agreed to repurchase all of Mr. Duperreault’s equity and equity-related interests in Hamilton and its affiliates. As noted above, Mr. Duperreault was a founding member of Hamilton, served as Chief Executive Officer of Hamilton from 2013 to 2017 and as Chairman from 2016 to 2017 and, as of May 12, 2017, held shares and warrants representing approximately 1.6 percent of Hamilton’s outstanding common stock. In addition, Attune Holdings, LLC (Attune) and certain affiliates of Hamilton and Two Sigma Insurance Quantified, LP (Two Sigma) entered into a waiver and agreement waiving their respective rights to enforce certain employee non-solicitation restrictions relating to Attune, a joint venture in which affiliates of AIG, Hamilton and Two Sigma are equal parties. Attune was formed in September 2016 by affiliates of AIG, Hamilton and Two Sigma as a technology-enabled platform to serve the U.S. small to medium sized enterprise commercial insurance market. To date, affiliates of AIG have made four separate $5 million capital contributions to Attune totaling $20 million. In addition to having had an indirect ownership interest in Attune by virtue of his prior equity interests in Hamilton, Mr. Duperreault has served as Chairman of Attune since its formation in September 2016.this Proxy Statement.

Also on May 14, 2017, AIG entered into a memorandum of understanding (the MOU) with Hamilton and Two Sigma. Under the terms of the MOU, AIG agreed in principle to acquire all of the outstanding shares of Hamilton U.S. Holdings, Inc. (HUSA), a wholly owned subsidiary of Hamilton. Following the execution of definitive agreements and the receipt of regulatory approvals, AIG acquired HUSA, now operating as Blackboard U.S. Holdings, Inc. (Blackboard), and HUSA’s subsidiaries on October 2, 2017 for a purchase price of approximately $127 million. The MOU also provides that AIG will in good faith offer Hamilton the opportunity to participate in a significant volume of new ceded reinsurance for six years. Hamilton has elected to participate in AIG’s reinsurance panel for certain ceded reinsurance. All pricing and other terms and conditions offered to Hamilton are on arms’-length, market terms, and Hamilton’s involvement in AIG’s reinsurance panel is subject to the requirements of AIG’s risk management framework. Ms. Macia, an executive officer of AIG and the Chief Executive Officer of Blackboard, was the former Chief Executive Officer of HUSA (prior to the name change) and, as of March 15, 2018, did not hold any shares of Hamilton’s common stock.

Recommendation

~~TABLE OF CONTENTS~~

The MOU also called for AIG and Two Sigma to negotiate in good faith the terms of a development contract pursuant to which Two Sigma and AIG will develop a next generation insurance platform for AIG’s use. Pursuant to the terms of the MOU, AIG delivered a non-refundable, good faith initial installment to Two Sigma of $37.5 million, which amount will be used towards the development of the platform while the relationship is being finalized and will be applied towards the eventual compensation to be paid to Two Sigma under any definitive development contract ultimately agreed to. The ultimate cost for the development of the platform is currently estimated to be approximately $250 million over a five-year period. To date, the parties have executed a term sheet outlining the broad terms of the development effort and are negotiating the terms of the definitive development contract.

On May 14, 2017, affiliates of AIG, Hamilton and Two Sigma agreed to expand the scope of Attune’s target market for small to medium enterprise businesses to include companies with annual revenues of up to $35 million.

~~Related-Party Transactions Approval Policy~~

The Board of ~~AIG has adopted~~Directors unanimously recommends a ~~related-party transaction approval policy. Under~~vote FOR this written policy, any transaction that involves more than $120,000 and would be required to be disclosed in AIG’s Proxy Statement, between AIG or any of its subsidiaries and any director or executive officer, or their related persons, must be approved by the Nominating and Corporate Governance Committee (or, in certain circumstances where it is impractical or undesirable to seek the approval of the full Committee, by its Chair, acting on behalf of the full Committee). In determining to approve a related-party transaction, the Nominating and Corporate Governance Committee or its Chair, as applicable, considers:

•

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

•

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

•

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

•

Whether the transaction would present an improper conflict of interest for any director, executive officer or employee of AIG, taking into account the size of the transaction, the overall financial position of the director, executive officer or employee, the direct or indirect nature of the interest of the director, executive officer or employee in the transaction, the ongoing nature of any proposed relationship and any other factors the Nominating and Corporate Governance Committee or its Chair, as applicable, deems relevant.

AIG has not identified any transaction since the beginning of 2017 with respect to which the requirements of the related-party transaction approval policy were not followed. Mr. Paulson did not provide us with the information we requested to allow us to confirm compliance for Mr. Paulson and his related parties.

resolution.

28AIG 2023 PROXY STATEMENT29

~~TABLE OF CONTENTS~~



Compensation Discussion and Analysis

~~OUR EXECUTIVE OFFICERS~~


Executive Summary	31	Named Executives in 2022 PeterZaffino Chairman & Chief Executive Officer Shane Fitzsimons(1) Executive Vice President & Chief Financial Officer Lucy Fato Executive Vice President, General Counsel & Global Head of Communications and Government Affairs Kevin Hogan(2) President & Chief Executive Officer, Corebridge Financial, Inc. David McElroy Executive Vice President & Chief Executive Officer, General Insurance
n2022 Annual Compensation At-a -Glance	31
n2022 Performance Highlights	32
nOverview of 2022 Annual Executive Compensation Programs and Decisions	33
nCompensation Program Alignment to Performance and Shareholder E xperience	33
Compensation Design	34
nOur Philosophy	34
nCompensation Best Practices	35
nBalanced Compensation Framework	35
nUse of Market Data	37
nEngag ement with Shareholders on Exe cutive Compensat ion Topics	37
Compensation Governance	38
nRole of the CMRC	38
nThe Annual Process	38
2022 CEO Five-Year Employment Agreement	39
2022 Compensation Decisions and Outcomes	41
n2022 Base Salary	41
n2022 Short-Term Incentive Awards	42
n2022 Long-Term Incentive Awards	52
nAssessment of 2020 Performance Share Units	55
nIndirect Elements of Compensation	57
2023 Compensation Program Design and Decisions	58
n2023 Short-Term Incentive Program Structure	58
n2023 Long-Term Incentive Program Structure	58
nCompensation Risk	59
Additional Information	61
nUse of Non-GAAP Financial Metrics	61
nTax and Accounting Considerations	61
Report of the Compensation and Management Resources Committee	62

~~Information concerning the executive officers~~

(1)On January 10, 2023, AIG announced that Mr. Fitzsimons was taking a medical leave of ~~AIG as of the date hereof is set forth below.~~

Name Title Age Served as
Officer
Since
Brian Duperreault President and Chief Executive Officer 70 2017
Douglas A. Dachille Executive Vice President and Chief Investment Officer 53 2015
Lucy Fato Executive Vice President and General Counsel 51 2017
Martha Gallo Executive Vice President and Chief Information Officer 60 2015
Kevin T. Hogan Executive Vice President—Life & Retirement 55 2013
Thomas B. Leonardi Executive Vice President—Government Affairs,
Public Policy and Communications 64 2017
Claudine M. Macartney Executive Vice President and Chief Human Resources Officer 49 2017
Seraina Macia Executive Vice President 49 2017
Naohiro Mouri Executive Vice President and Chief Auditor 59 2018
Alessandrea C. Quane Executive Vice President and Chief Risk Officer 48 2016
Siddhartha Sankaran Executive Vice President and Chief Financial Officer 40 2010
Peter Zaffino Executive Vice President—General Insurance and
Global Chief Operating Officer 51 2017

All of AIG’s executive officers are elected to one-year terms, but serve at the pleasure of the Board of Directors. Each of Mss. Macartney and Quane and Mr. Sankaran has, for more than five years, occupied a senior management position with AIG or one or more of its subsidiaries. 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.

~~For information on Mr. Duperreault’s experience, please see “Proposal 1—Election of Directors.”~~

~~Douglas A. Dachille joined AIG in September 2015~~absence. Sabra Purtill currently serves as Executive Vice President ~~and~~& Interim Chief ~~Investment Officer. Before joining AIG, from September 2003, Mr. Dachille served as Chief Executive~~Financial Officer of ~~First Principles Capital Management, LLC (First Principles), an investment management firm acquired by AIG as a wholly-owned subsidiary. Prior~~AIG.

(2)From January 1, 2022 to co-founding First Principles, from May 2002, he was President and Chief Operating Officer of Zurich Capital Markets, an integrated alternative investment asset management and structured product subsidiary of Zurich Financial Services. He began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and co-Treasurer.

Lucy Fato joined AIG in October 2017 as Executive Vice President and General Counsel. Prior to joining AIG, she was Managing Director, Head of the Americas & General Counsel of Nardello & Co. LLC. Previously, she worked at S&P Global (formerly known as McGraw Hill Financial) where sheSeptember 19, 2022, Mr. Hogan served as Executive Vice President & ~~General Counsel from August 2014 to October 2015,~~Chief Executive Officer, Life and Retirement, AIG. Since September 20, 2022, in connection with the Corebridge IPO, Mr. Hogan has served as ~~a Consultant from October 2015 to October 2016. Prior to that, Ms. Fato was Vice~~the President ~~Deputy General Counsel~~ & Corporate Secretary at Marsh & McLennan Companies from September 2005 to July 2014. Ms. Fato began her legal career at Davis Polk & Wardwell LLP where she was a partner in the Capital Markets Group.

Martha Gallo is Executive Vice President and Chief Information Officer. She joined AIG in May 2015 as Executive Vice President and Chief Auditor. Prior to joining AIG, Ms. Gallo served in a variety of roles at JPMorgan Chase since 1981, most recently as Head of Compliance and Regulatory Management from October 2011 to January 2013, and, previously, as General Auditor from April 2005.

~~Kevin T. Hogan is Executive Vice President—Life & Retirement and joined AIG as~~ Chief Executive Officer of ~~AIG Global Consumer Insurance in October 2013.~~Corebridge. Mr. Hogan ~~joined Zurich Insurance Group in December 2008, serving as Chief Executive Officer~~continues to be an executive officer of ~~Global Life Americas until June 2010 and as Chief Executive Officer of Global Life from July 2010 to August 2013. From 1984 to 2008, Mr. Hogan held various positions with~~ AIG ~~including Chief Operating Officer of American International Underwriters, AIG’s Senior Life Division Executive for China and Taiwan and Chief Distribution Officer, Foreign~~because Life and Retirement ~~Services.~~

~~Thomas B. Leonardi joined AIG as Executive Vice President—Government Affairs, Public Policy and Communications in November 2017. From January 2015 to October 2017, he was~~remains a ~~Senior Advisor to Evercore’s~~

~~TABLE OF CONTENTS~~

Investment Advisory business. Previously, from February 2011 to December 2014, Mr. Leonardi was Commissioner of the Connecticut Insurance Department and, for 22 years prior to his appointment as Commissioner, he was Chairman and Chief Executive Officer of Northington Partners Inc., a Connecticut-based venture capital and investment banking boutique.

Seraina Macia joined AIG as Executive Vice President in July 2017 to lead Blackboard, our technology-driven subsidiary. She joined AIG from Hamilton Insurance Group, Ltd., where she served as Chief Executive Officer of Hamilton USA since October 2016. She was previously at AIG as Executive Vice President and Chief Executive Officer of Regional Management & Operations from December 2015 to February 2016 and Senior Vice President and Chief Executive Officer of the EMEA Region from November 2013 to December 2015. Prior to AIG, from September 2010, she served as Chief Executive of North American Property & Casualty at the XL Group. Prior to joining XL Group, Ms. Macia served in various roles at Zurich Insurance Group, including as President and Chief Financial Officer of Zurich North America’s Commercial Specialtiesprincipal business unit and ~~as head~~consolidated segment of ~~Investor Relations~~AIG, and ~~Rating Agencies~~he reports to Mr. Zaffino, Chairman & CEO of AIG.

30AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis Executive Summary

Executive Summary

2022 Annual Compensation At-a-Glance


2022 CEO Annual Target Direct Compensation(1)						2022 Average Annual Target Direct Compensation of Other Named Executives(1)

(1)Does not reflect 2022 compensation that was paid or granted to certain named executives in the form of special awards, because they are not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" and "—2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for ~~Zurich Financial Services. Previously, Ms. Macia was~~details on these special awards.

2022 Short-Term Incentive (STI) Program

Target Short-Term Incentive Award ($)

Business Performance Score (0-150%)

Individual Performance Score (0-150%)

Actual Short-Term Incentive Award ($)

Business Performance Scorecards

Individual Performance Four Strategic Pillars

General Insurance

Life and Retirement

Corporate

1. Financial

2. Strategic

3. Operational

4. Organizational

nAccident Year Combined Ratio (AYCR), ex-CATs**

nDiluted Normalized Adjusted After-tax Income (AATI) Attributable to AIG Common Shareholders Per Share* Growth

nNormalized Adjusted Return on Average Equity (ROAE)*

nNormalized General Operating Expenses (GOE)*

nInvestment Performance vs. Benchmark

nWeighted average of GI and L&R

nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth

nAIG 200 Net GOE Exit Run-rate Savings ex Corebridge*

All individual performance scorecards include diversity, equity and inclusion considerations.


Regardless of performance, all awards are subject to an overall cap of 200% of target

* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

** Accident Year Combined Ratio, ex-CATs is a ~~founding partner~~non-GAAP financial measure. See Appendix A for a reconciliation showing how this metric is calculated from our audited financial statements.

AIG 2023 PROXY STATEMENT31

Compensation Discussion and ~~financial analyst for NZB Neue Zuercher Bank,~~Analysis Executive Summary

2022 Annual Long-Term Incentive (LTI) Award Allocation(1)

(1)In 2022, Mr. Hogan's long-term incentive award consisted of 50 percent PSUs and ~~she held various management positions~~50 percent RSUs.

2022 Performance Highlights

AIG completed multiple key strategic initiatives in ~~underwriting and finance at Swiss Reinsurance~~2022 while continuing to deliver excellent results in ~~Switzerland and Australia. Ms. Macia became a member of the Board of Directors and a member of the Audit Committee of Credit Suisse Group AG and Credit Suisse AG in April 2015.~~

Naohiro Mouri is Executive Vice President and Chief Auditor. He joined AIG in July 2015 as Senior Managing Director of Asia Pacific Internal Audit. Previously, 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.

~~Peter Zaffino is Executive Vice President—~~General Insurance and ~~Global Chief Operating Officer. Prior~~superior overall returns to ~~joining~~shareholders.



Total Shareholder Return (TSR) of 114 percent, Outperforming the S&P 500


Successful Completion of Corebridge IPO AIG closed the IPO of 12.4 percent of Corebridge common stock. The aggregate gross proceeds of the offering to AIG, before deducting underwriting discounts and commissions and other expenses payable by AIG, were approximately $1.7 billion	Very Strong General Insurance Business Results 18 consecutive quarters of improvement in the combined ratio and AYCR, ex-CATs, finishing 2022 with a combined ratio of 91.9 and an AYCR, ex-CATs of 88.7; underwriting income increased by approximately $1 billion year over year, following growth in underwriting income of over $2 billion in 2021 as compared to 2020	AIG 200 Savings Executed on Ahead of Schedule Each of the Ten Operational Programs of AIG 200 are in late stages of executionand AIG 200 exit run-rate savings target of $1 billion was executed on six months ahead of schedule	Capital Management Initiatives Reduced AIG general borrowings by $9.4 billion Repurchased $5.1 billion of AIG’s common stock and paid $1.0 billion of dividends Corebridge paid approximately $300 million in dividends to its shareholders since its IPO in September 2022

32AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis Executive Summary

Overview of 2022 Annual Executive Compensation
Programs and Decisions*


Annual target compensation, informed by market practices in our peer group
2022 Annual Compensation Component	Zaffino (1)	Fitzsimons	Fato	Hogan (2)	McElroy
Base Salary	$1,500,000	$1,000,000	$1,000,000	$1,250,000	$1,000,000
Target STI	$4,500,000	$1,700,000	$1,900,000	$2,250,000	$2,500,000
Target LTI	$12,900,000	$2,800,000	$3,300,000	$4,000,000	$4,000,000
Target Direct Compensation	$18,900,000	$5,500,000	$6,200,000	$7,500,000	$7,500,000


Annual compensation decisions, informed by target compensation and business and individual performance
	Zaffino (1)		Fitzsimons		Fato		Hogan (2)		McElroy
2022 Actual STI Grant	$7,830,000		$3,000,000		$3,100,000		$2,400,000		$3,250,000
2022 STI Percent of Target Earned (Business Performance Score x Individual Performance Score)(3)	174	%	176	%	163	%	107	%	130	%
2022 Actual LTI Grant	$12,900,000		$2,800,000		$3,300,000		$4,000,000		$4,000,000

(1)Effective February 22, 2022, Mr. Zaffino's base salary was increased from $1.5 million to $1.6 million, and his 2022 target STI amount was increased from $4.0 million to $4.5 million. Effective November 10, 2022, in conjunction with his new five-year employment agreement, Mr. Zaffino’s base salary was reduced to $1.5 million and his target STI remained at $4.5 million. In addition, Mr. Zaffino’s annual target LTI was increased to $14 million and is performance-based (comprised of 75 percent PSUs and 25 percent options), effective for 2023.

(2)Mr. Hogan’s 2022 LTI award includes RSUs of AIG ~~in July 2017, he served in various roles at Marsh & McLennan Companies, where he~~that were converted to RSUs of Corebridge upon the Corebridge IPO, based on a conversion factor of 2.580952. The conversion factor was ~~Chairman~~determined by the AIG closing stock price on September 14, 2022, the day before the effectiveness of the ~~Risk~~IPO ($54.20), divided by the public offering price for Corebridge common stock in the IPO ($21.00). Mr. Hogan’s 2022 PSUs did not convert to Corebridge PSUs and ~~Insurance Services Segment since May 2015~~instead remain eligible to be settled in AIG common stock.

(3)See “—2022 Compensation Decisions and ~~Chief Executive Officer~~Outcomes—2022 Short-Term Incentive Awards” for a detailed explanation of ~~Marsh since 2011. Previously~~the underlying performance considered in assessing the Business and Individual Performance Scores.

* Does not reflect 2022 compensation that was paid or granted in the form of special awards, because they are not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" and "—2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for details on these special awards.

Compensation Program Alignment to Performance
and Shareholder Experience

AIG’s strong financial and stock performance in 2022 is reflected in the STI plan outcomes, demonstrating an effective alignment of pay and performance. The long-term nature of this strong performance was also evident, with AIG exceeding the PSU targets for the three-year performance period ended December 31, 2022.

Based on the three core metrics of (i) Relative Tangible Book Value Per Common Share** (annual and three-year cumulative growth relative to peers), (ii) AIG 200 Cumulative Run-rate Net GOE Savings** (annual and three-year cumulative run-rate savings), and (iii) a TSR modifier of +/- 10 percent, the 2020 PSUs were paid out at ~~Marsh & McLennan Companies,~~179 percent.

Additional information on individual pay decisions can be found under “—2022 Compensation Decisions and Outcomes,” beginning on page 41.

** We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

AIG 2023 PROXY STATEMENT33

Compensation Discussion and Analysis Compensation Design

Compensation Design

Our Philosophy


Our compensation philosophy is based on a set of foundational principles that guide how we structure our compensation programs for our global workforce and how we reach decisions. Our philosophy is long-term oriented and risk-balanced, enabling us to deploy the best talent across our Company for various business needs. The CMRC evaluates and adjusts our programs annually, balancing strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to promote desired outcomes.
			nLong-term oriented nStrategically aligned nRisk-balanced nTalent attracting



Principle	Component	How We Apply It to our Named Executives

We retain and attract the best talent	Offer market-competitive compensation to retain and attract the best employees and leaders	nCompensation levels set with reference to market data in the insurance and financial services industries where we compete for talent nUse special awards to reward exceptional performance and promote retention in extraordinary circumstances


We pay for performance	Create a pay for performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits	nMajority of all compensation is variable and at-risk nIncentives tied to AIG performance, business performance and individual contributions nObjective performance measures and goals used, which are clearly defined nOutcomes provide for significant upside for superior performance, as well as significant downside in the case of under-performance


We align interests with our shareholders	Motivate employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for shareholders Align the long-term economic interests of key employees with those of our shareholders by ensuring that a meaningful component of compensation is provided in equity Avoid incentives that encourage employees to take unnecessary or excessive risksthat could threaten the value or reputation of AIG by rewarding both annual and long-term performance Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation	nMajority of compensation is equity-based nMajority of annual equity-based compensation is performance-based, in the form of PSUs and stock options; Beginning in 2023, annual equity-based compensation of our Chairman & CEO and our CFO is comprised solely of PSUs and stock options nNamed executives are subject to risk management policies, including a Clawback Policy, share ownership requirements both during and for a period following employment and anti-hedging and pledging policies nPerformance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines nAnnual risk assessments evaluate compensation plans to ensure they appropriately balance risk and reward nFollow evolving compensation best-practices through engagement with outside consultants and peer groups

34AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis Compensation Design

Compensation Best Practices

AIG is committed to embracing the highest standards of corporate governance. We design our programs to pay for performance in alignment with the expectations of our shareholders and to minimize risk.



	What We Do:		What We Avoid:

nPay for performance nDeliver majority of executive compensation in the form of at-risk, performance-based pay nAlign performance objectives with our strategy nEngage with our shareholders on matters including executive compensation and governance nRequire meaningful share ownership and retention during employment and for six months following departure nProhibit pledging and hedging of AIG securities nCap payout opportunities under incentive plans applicable to our named executives nMaintain a robust Clawback Policy nMaintain double-trigger change-in-control benefits nConduct annual risk review of AIG incentive plans nEngage an independent compensation consultant and consult outside legal advisors		nNo tax gross-ups other than for tax equalization and relocation benefits nNo excessive perquisites, benefits or pension payments nNo reloading or repricing of stock options nNo equity grants below 100 percent of fair market value nNo dividends or dividend equivalents vest unless and until LTI awards vest nNo “single-trigger” change in control equity acceleration

Balanced Compensation Framework

Our annual compensation program is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance and business unit and enterprise-wide contributions. We provide three elements of annual target direct compensation: base salary, an STI award and an LTI award. Our annual target direct compensation and mix of components are set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits. On occasion, and when the circumstances are necessary or appropriate, we provide special equity awards to reward exceptional performance and promote long-term retention with AIG, as described throughout this Compensation Discussion and Analysis.


At Risk At least 82 percent of each named executive’s annual target direct compensation is at risk, based on performance and subject to the Clawback Policy.			Long-Term Oriented and Performance-Based With respect to 2022 compensation, at least 50 percent of each named executive’s annual target direct compensation is delivered in LTI, of which 75 percent is in the form of performance-based awards (PSUs and stock options) that reward for long-term value creation and performance achievements, and stock price appreciation relative to our trading price per grant. Beginning in 2023, long-term incentive awards for our Chairman & CEO and CFO are in the form of PSUs and stock options only.			Risk Balanced AIG’s Enterprise Risk Management group reviews all incentive plans to ensure the appropriate balance of risk and reward, without encouraging excessive risk-taking.

AIG 2023 PROXY STATEMENT35

Compensation Discussion and Analysis Compensation Design

2022 CEO Annual Target Total Direct Compensation(1)(2)

(1)Does not reflect 2022 compensation that was paid or granted to Mr. Zaffino in the form of a special RSU award, because it is not considered part of annual compensation. See "—2022 CEO Five-Year Employment Agreement" for details on Mr. Zaffino's special RSU award, which is scheduled to cliff vest on November 10, 2027.

(2)Beginning in 2023, annual equity-based compensation for Mr. Zaffino is performance-based (75 percent PSUs and 25 percent options).

2022 Average Annual Target Direct Compensation of Other Current Named Executives(1)(2)

(1)Does not reflect 2022 compensation that was ~~President~~paid or granted to certain named executives in the form of special awards, because they are not considered part of annual compensation. See "2022 Compensation Decisions and ~~Chief~~Outcomes—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for details on these special awards.

(2)In 2022, Mr. Hogan's long-term incentive awards consisted of 50 percent PSUs and 50 percent RSUs.

36AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis Compensation Design

Use of Market Data


The CMRC uses data for relevant peer groups to support the key principles of our compensation philosophy, including retaining and attracting the best talent and paying for performance. AIG used two peer groups for the 2022 executive compensation program: one to inform compensation levels and design, and one for measuring relative TSR performance in our LTI programs. Each serves a distinct purpose to enhance the relevance of the data being considered. The CMRC periodically reviews our peer groups to ensure continuing relevance. In 2022, in anticipation of the separation of Corebridge, the relative TSR peer group was updated to reflect only Property & Casualty companies.
			nTwo peer groups nReflect competitors for talent and business nAligns peer group with intended purpose



Compensation Peer Group			nProvides perspective and data reflecting compensation levels and insight into pay practices nComprises companies of a similar size and business model that draw from the same pool of talent as AIG nEstablished in 2019, taking into account business model, company size, competitive relevance (e.g., for talent and investors) and data reliability


AIG Relative TSR Peer Group			nProvides a means to assess long-term shareholder relative value creation nReviewed and updated in 2022 to focus on Property & Casualty peers nApplies to PSU awards granted in 2022 nPeers used for relative TSR performance metric applicable to PSUs granted in 2020 and 2021 reflected a combination of General Insurance, Life and Retirement and composite peers, which can be found on page 55

Compensation Peer Group


1.The Allstate Corporation (NYSE:ALL) 2.American Express Company (NYSE:AXP) 3.Bank of America Corporation (NYSE:BAC) 4.BlackRock, Inc. (NYSE:BLK) 5.Capital One Financial Corp. (NYSE:COF) 6.Chubb Limited (NYSE:CB)			7.The Cigna Group (NYSE:CI) 8.Citigroup Inc. (NYSE:C) 9.JPMorgan Chase & Co. (NYSE:JPM) 10.Manulife Financial Corporation (NYSE:MFC) 11.Marsh & McLennan Companies, Inc. (NYSE:MMC) 12.MetLife, Inc. (NYSE:MET)			13.The Progressive Corporation (NYSE:PGR) 14.Prudential Financial, Inc. (NYSE:PRU) (NYSE:PRU) 15.The Travelers Companies, Inc. (NYSE:TRV) 16.U.S. Bancorp (NYSE:USB) 17.Wells Fargo & Company (NYSE:WFC)



Relative TSR Peer Group
1.Chubb Limited (NYSE:CB) 2.CNA Financial Corporation (NYSE:CNA) 3.The Hartford Financial Services Group, Inc. (NYSE:HIG)	4.Markel Corporation (NYSE:MKL) 5.Tokio Marine Holdings, Inc. (OTCMKTS:TKOMY) 6.The Travelers Companies, Inc. (NYSE:TRV)	7.W.R. Berkley Corporation (NYSE:WRB)

Engagement with Shareholders on Executive ~~Officer~~Compensation Topics

The CMRC views shareholder feedback as an important input into its decisions on executive compensation. At our 2022 Annual Meeting, we were pleased that 94.4 percent of ~~Guy Carpenter, a position he assumed~~votes were cast in ~~early 2008. He was also an Executive Vice President~~favor of ~~Guy Carpenter~~our resolution to approve executive compensation. See "Corporate Governance — Shareholder Engagement" for more information on our shareholder engagement efforts in 2022.

AIG 2023 PROXY STATEMENT37

Compensation Discussion and ~~held a number of senior positions, including Head of Guy Carpenter’s U.S. Treaty Operations and Head~~Analysis Compensation Governance

Compensation Governance

Role of the ~~firm’s Global Specialty Practices.~~CMRC

The CMRC is chaired by Ms. Mills and is currently comprised of three independent directors. Throughout 2022, the CMRC was comprised of four independent directors until the retirement of Mr. ~~Zaffino~~Motamed, effective January 23, 2023. The CMRC held eight meetings in 2022.

The role of the CMRC and its interplay with management and the Board as a whole are set forth below.

Management

Compensation and Management Resources Committee

Board of Directors

nAIG’s Chairman & CEO makes recommendations to the CMRC on compensation for the executive team, including the named executives

nAs appropriate, senior management attends meetings to assist the CMRC with its decision making

nDetermines and approves the goals, achievements and compensation of the Chairman & CEO

nApproves compensation for other senior executives, including all named executives

nOversees AIG’s compensation and benefit programs

nOversees AIG’s management development and succession planning programs for executive management

nOversees the assessment of risks related to AlG’s compensation programs

nReviews periodic updates provided on initiatives and progress in human capital, including diversity, equity and inclusion

nApproves this Compensation Discussion and Analysis report on executive compensation

nEngages an independent consultant

nOversees compliance with AIG’s stock ownership guidelines and Clawback Policy

nRatifies the compensation of the Chairman & CEO

nReviews and approves CMRC recommendations on incentive plans where shareholder approval is required

In reaching decisions, the CMRC may invite the opinions of members of the management team, AIG’s outside counsel and the CMRC’s independent compensation consultant. See “Corporate Governance—Board Committees” for more information on the structure, role and activities of the CMRC.

The Annual Process

The CMRC has ~~over 25 years~~an established annual process for executive compensation decision-making and in a typical year, during the first quarter, it:

nAssesses short-term incentive plan performance against goals as well as individual performance of each named executive and approves individual awards

nAssesses long-term incentive plan performance against three-year goals and approves payouts

nReviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance, compensation relative to peers with relevant experience and skillsets in the insurance and ~~reinsurance industry. Prior~~financial services industries where we compete for talent

nReviews and recommends to ~~joining Guy Carpenter in 2001, he held several senior positions, most recently serving in an executive role with a GE Capital portfolio company.~~

the Board approval of compensation decisions for the Chairman & CEO

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~REPORT OF THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE~~

~~Overview~~

~~The Compensation and Management Resources Committee determines~~nReviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the Chairman & CEO's individual metrics and goals) and PSU grants

During the balance of the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts.

38AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis Compensation Governance

Qualitative Assessment

A central part of the CMRC’s role involves applying its judgment in making final compensation ~~awarded~~decisions to ensure outcomes balance rewarding appropriately for performance delivered on a year-on-year basis, equity across the businesses and forward-looking implications. Beyond the business scorecard objectives that were achieved, the individual performance scorecards provide an opportunity to balance financial and operational achievements with judgments regarding how performance was achieved. This use of judgment, and where appropriate, application of discretion, ensures appropriate and balanced outcomes once all the facts are known at year-end. The factors that were considered in determining 2022 awards for the named executives included leadership qualities, collaboration with colleagues on strategic priorities, promotion of AIG’s ~~Chief Executive Officer (subject~~culture of underwriting excellence, performance relative to ~~ratification or~~peers and DEI considerations.

Input from Independent Compensation Consultants

Having been first appointed in October 2021, the CMRC continued to engage the services of Pay Governance LLC (Pay Governance) as its independent executive compensation consultant throughout 2022. The independent advisor attends CMRC meetings and:

nProvides views on:

—How AIG’s compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly

—“Best practices” and how they apply to AIG

—The design and implementation of current and proposed executive compensation programs

nResponds to questions raised by members of the CMRC during the executive compensation process

nParticipates in discussions pertaining to compensation and risk, assessing our process and conclusions

nParticipates in discussions on performance goals that are proposed by management for the CMRC’s approval

The CMRC reviews advisor independence annually to understand any relationships with AIG, including members of the CMRC and AIG’s executive officers. The CMRC assessed Pay Governance’s independence relative to the six factors in the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest.

During 2022, AIG engaged Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC’s purview. In its capacity as the CMRC’s independent advisor, Pay Governance reviewed these reports before they were considered by the ~~Board)~~CMRC. This review, coupled with the CMRC's review of Johnson Associates' services, appropriately addressed any potential conflicts of interest raised by Johnson Associates' work or business relationship with AIG.

2022 CEO Five-Year Employment Agreement

In 2022, the Board undertook a comprehensive review of AIG’s employment and ~~approves the~~ compensation ~~awarded~~arrangements with Mr. Zaffino and determined that, in light of his exemplary leadership, unique financial, technical and operational capabilities and his track record of delivering outperforming results, securing his future employment with AIG was critical to the ~~other senior executives under its purview, oversees~~Company's long-term success. Since joining AIG in 2017, Mr. Zaffino has designed and led transformational change throughout the Company while also providing leadership stability. Mr. Zaffino's numerous accomplishments, including in the following areas, are described in more detail in "—2022 Compensation Design and Outcomes—2022 Short-Term Incentive Awards—Individual Performance Scorecards":

nExecution of AIG Priorities. Mr. Zaffino designed and led the execution of significant strategic and operational priorities across AIG, including the historic turnaround and transformation of the General Insurance business, overhauling AIG’s ~~compensation~~reinsurance strategy, designing and ~~benefits programs~~overseeing the execution of AIG 200, pursuing the operational separation of Corebridge, including the successful IPO in September 2022, and the redesign of AIG’s investment management group structure and strategy with the development of asset management relationships with Blackstone and BlackRock.

nStrong Financial Results. Under Mr. Zaffino’s leadership, AIG has had very strong financial results, including the strongest underwriting profitability AIG has ever achieved in 2022, despite an increase in the frequency and severity of natural catastrophes, the COVID-19 pandemic, an unstable geopolitical environment and volatile market conditions.

—The General Insurance 2022 Calendar Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement

—The General Insurance 2022 AYCR, ex-CATs* improved 230 basis points to 88.7 percent

AIG 2023 PROXY STATEMENT39

Compensation Discussion and Analysis 2022 CEO Five-Year Employment Agreement

—Through the fourth quarter of 2022, General Insurance achieved 18 consecutive quarters of improvement in underwriting ratios, reflecting a reduction in Combined Ratio of 1,140 basis points and in AYCR, ex-CATs* of 1,260 basis points since the second quarter of 2018

—The AYCR, ex-CATs* was below 90 percent for ~~other employees~~each quarter of 2022 and ~~makes recommendations~~underwriting income increased by approximately $1 billion in 2022 as compared to 2021, following growth in underwriting income of over $2 billion in 2021 as compared to 2020

nCapital Management. Mr. Zaffino designed and led the plans and activities taken to prepare Corebridge to be a standalone public company and delivered successfully against AIG's 2022 Capital Plan.

—Returned over $6 billion to AIG shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing $9.4 billion of AIG general borrowings

—Execution of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into $2.5 billion revolving syndicated credit facility

nRecruiting Top Talent. Mr. Zaffino recruited top talent across AIG.

The Board ~~with respect to~~also considered the increasingly competitive market for executive leadership talent in the insurance and financial services markets and Mr. Zaffino’s status as an industry leader whose achievements have been well-recognized throughout the investment community.

In recognition of these programs where appropriate. The Compensation and Management Resources Committee also oversees AIG’s management development and succession planning programs and produces this Report on annual compensation. In carrying out these responsibilities, our objective is to maintain responsible compensation practices that attract, develop and retain high-performing senior executives and other ~~key employees while avoiding incentives that encourage employees~~achievements and the importance of continuity in leadership for AIG, the Board approved AIG’s entry into a five-year employment agreement with Mr. Zaffino, securing his employment as AIG’s CEO through November 2027.

Under this agreement, and as part of the Board’s holistic review of his annual compensation arrangements, Mr. Zaffino’s:

nannual base salary was reduced from $1,600,000 to ~~take unnecessary or excessive risks that could threaten the value of AIG.~~$1,500,000;

~~Our executive compensation program includes the following features:~~

•

~~Balanced mix of base, short-term and long-term pay.~~ ~~Annual target long-term incentive opportunity comprises the largest component of an executive’s~~ nannual target ~~total direct compensation under our pay structure, which also includes a market-competitive base salary~~STI opportunity remained unchanged at $4.5 million; and

nannual target ~~short-term incentive opportunity. We believe this structure provides an appropriate balance~~LTI opportunity was increased and restructured to be comprised of fixed and variable compensation, drives achievement of AIG’s short- and long-term objectives and business strategies and aligns the economic interests of our executives with the long-term interests of AIG and our shareholders.

•

~~Defined earn-out ranges for incentive awards.~~ ~~Executive incentive~~performance-based awards are subject to a defined earn-out framework. For our Executive Leadership Team, 2017 short-term incentive awards can range from 0 to 200 percent of target and performance share units (PSUs) granted under 2017 long-term incentive awards can range from 0 to 200 percent of target, in each case, taking into account performance against pre-established goals for Company performance and, for short-term incentives, evaluations of individual performance.

•

~~Long-term incentives reward performance and manage risk.~~ ~~For our Executive Leadership Team, 2017 long-term incentive awards are 70 percent~~ in the form of PSUs (75 percent) and ~~30 percent~~stock options (25 percent):

—effective for 2023, annual target LTI increased from $12.9 million to $14 million; and

—Mr. Zaffino will no longer receive RSUs as part of his LTI opportunity that would have vested ratably each year.

In addition to the employment agreement, the Board approved a special grant to Mr. Zaffino in the form of restricted stock units ~~(RSUs), with both types~~having a grant value of units vesting at the end of a three-year period. PSUs are earned based on achieving total shareholder return (TSR) over the performance period measured relative to AIG’s peers (which is targeted at median)$50,000,000 (the Special RSU Grant). The ~~TSR~~Special RSU Grant will cliff vest in full on November 10, 2027, subject to Mr. Zaffino’s continued employment with AIG through such date (except in the case of specified termination of employment scenarios or retirement, as described in “2022 Executive Compensation—Potential Payments on Termination”).

The Board believes that, when viewed as a whole, Mr. Zaffino’s mix of compensation appropriately balances pay for performance objectives with a view towards long-term sustainable growth. As of 2023, Mr. Zaffino's LTI award is comprised solely of PSUs and stock options. This allows the Board to reassess 3-year performance metrics annually, taking into account changes in the Company’s business, strategy and macroeconomic conditions, while the Special RSU Grant, which cliff vests after five years, serves to retain Mr. Zaffino while also incentivizing him to achieve long-term value creation that is sustainable. The Board believes that this combination of performance-based equity and long-term, time vesting RSUs (vesting after 5 years versus annually), provides the most suitable mix of equity compensation that aligns Company performance with shareholder experience, without incenting undo risk taking.

Importantly, as consideration for Mr. Zaffino’s entry into the employment agreement and receipt of the Special RSU Grant, AIG obtained enhanced restrictive covenants that apply during his employment and for a period of one year following the termination of his employment for any reason other than upon expiration of the five-year term. In addition, Mr. Zaffino will be required to provide AIG with at least 12 months’ notice prior to a termination of his employment without good reason or due to his retirement. These provisions represent an expansion from his prior restrictive covenants.

*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is ~~balanced by using relative option adjusted spreads (OAS) as a gating metric to manage risk, such that, if~~calculated from our ~~relative OAS percentile is below the 20~~th percentile of the peer group, the payout level resulting from the relative TSR score is reduced by half. RSUs, which were introduced in 2017 and help further balance risk in our long-term incentive program, are earned based on continued employment through the three-year period.

•

~~Share ownership guidelines and holding requirements.~~ Executive officers must retain 50 percent of the after-tax shares they receive as compensation until they achieve a specified ownership level of AIG Common Stock, further fostering an ownership culture focused on long-term performance.

•

~~Robust Recovery Policy.~~ At least 75 percent of each executive’s annual target total direct compensation is subject to our clawback policy, which applies while awards are outstanding and to covered incentive compensation paid in the year preceding the triggering event.

~~Risk and Compensation Plans~~

AIG remains committed to continually evaluating and enhancing our risk management control environment, risk management processes and enterprise risk management functions, including through enhancements to its risk governance framework. AIG’s compensation practices are essential parts of the company’s approach to risk management, and the Committee regularly monitors AIG’s compensation programs to ensure they align with sound risk management principles. Since 2009, the Committee’s charter has expressly included the Committee’s duty to meet periodically to discuss and review, in consultation with the Chief Risk Officer, the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives.

audited financial statements.

40AIG 2023 PROXY STATEMENT

~~TABLE OF CONTENTS~~

In July 2017, the Committee conducted its annual review with AIG’s Chief Risk Officer of AIG’s compensation plans to ensure that they appropriately balance risk and reward. As recommended by AIG’s Chief Risk Officer, the Committee continued to focus its review on incentive-based compensation plans, which totaled 102 active plans with approximately 66,000 participants as of June 2017. (Some employees are eligible to participate in more than one plan.)

AIG’s Enterprise Risk Management (ERM) conducted its annual risk assessment to evaluate AIG’s active incentive plans. Since 2014, AIG risk officers have assigned a risk rating of low, medium or high to each active incentive plan. In assigning the risk rating, AIG risk officers considered, among other things, whether the plan features include capped payouts or deferrals and/or clawbacks, whether the plan design or administration leads to outsized risk taking, and whether payments are based on pre-established performance goals including risk-adjusted metrics. For the 2017 annual risk review, ERM reviewed all plans previously rated medium risk and a sample of plans previously rated low risk (there were no plans previously rated high risk). Also as part of its 2017 risk review, ERM reviewed 2016 incentive payouts to identify any significant variability in payouts that may be indicative of plan features that encourage excessive risk-taking or fraudulent behavior. As of July 2017, no plans were categorized as high risk. As part of this risk review, and as discussed with the Committee, 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.

~~Compensation Discussion and Analysis~~

~~The~~ Compensation Discussion and Analysis ~~that follows discusses the principles the Committee has been using to guide its compensation decisions for senior executives. The Committee has reviewed~~2022 Compensation Decisions and ~~discussed the~~Outcomes

2022 Compensation ~~Discussion~~Decisions and Analysis with management. FW Cook has also reviewed and discussed the Compensation Discussion and Analysis on behalf of the Committee with management and outside counsel. Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in AIG’s Annual Report on Form 10-K for the year ended December 31, 2017 (2017 Annual Report on Form 10-K).Outcomes

~~Compensation and Management Resources Committee~~
~~American International Group, Inc.~~

~~W. Don Cornwell, Chair~~
~~Linda A. Mills~~
~~Suzanne Nora Johnson~~
~~Ronald A. Rittenmeyer~~

2022 Base Salary

~~TABLE OF CONTENTS~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

In 2017, AIG undertook significant changes to our leadership, operational structure and strategic vision. During this time of transition at AIG and in our Executive Leadership Team, the Committee considered the challenge of promoting stability and sustainable, profitable growth as it made a number of significant decisions with respect to our executive compensation program, as we describe in this Compensation Discussion and Analysis.

~~Leadership and Strategic Change in 2017~~

~~In May 2017, the Board appointed Brian Duperreault as President and Chief Executive Officer and a director, replacing Peter D. Hancock.~~

Following his appointment, Mr. Duperreault announced changes to our strategy to position AIG for sustainable, profitable growth; implemented changes to our operating structure designed to maximize the strengths of our global platform and provide our businesses with the greatest competitive advantage; and prioritized reshaping our leadership team to drive our transformation. In addition, in January 2018, we announced an agreement to acquire Validus Holdings, Ltd. (Validus), a transaction that represents a significant step forward in our strategy for profitable growth as it brings new business and capabilities to AIG, expands the bench of management and deepens underwriting talent.

~~The following are key actions taken by our Board and accomplishments across AIG in 2017:~~

~~2017 Changes and Accomplishments Across AIG~~
				• ~~Brian Duperreault appointed AIG President, CEO and a director in May 2017~~	• ~~New enterprise-wide organizational structure announced in September 2017 to increase responsiveness and accountability~~
	At a Glance:	• nFixed cash compensation ~~Following Mr. Duperreault’s appointment, five additional new members~~nRepresents 8 to 18 percent of ~~our Executive Leadership Team appointed~~a named executive’s annual target direct compensation nReviewed annually or upon a change in ~~2017~~role, where appropriate n2022 year-end salaries identical to 2021			• ~~As part of new organizational structure, creation of General Insurance and Life and Retirement segments, and introduction of Blackboard, our technology-driven subsidiary~~
				• ~~Actions to diversify our business and pursue profitable growth reflected in our agreement in January 2018 to acquire Validus~~	• ~~AIG’s regulatory designation as a nonbank systemically important financial institution was rescinded~~
• ~~Significant reduction in general operating expenses, adjusted basis* (over $2.3 billion since end of 2015)~~			• ~~Return of approximately $20.6 billion of capital to shareholders since end of 2015 through dividends and share and warrant repurchases~~
• ~~AIG pre-tax income of $1.5 billion and adjusted pre-tax income* of over $3.0 billion in 2017 despite record catastrophe losses~~			• ~~Solid performance in our Life and Retirement segment with assets under management at historical highs~~
• ~~Increased investments in enhancing underwriting tools and strengthened reserves in General Insurance~~			• ~~Actions to form DSA Reinsurance Company, Ltd. (DSA Re), which will serve as AIG’s main run-off reinsurer, allowing AIG to consolidate its legacy books and leverage operational efficiencies~~

General operating expenses, adjusted basis, and Adjusted pre-tax income are non-GAAP financial measures. See pages 38-39 and 64-65 of AIG’s 2017 Annual Report on Form 10-K for how these measures are calculated.

~~The following are new Executive Leadership Team members appointed in 2017 following Mr. Duperreault’s appointment:~~

•

~~Lucy Fato, who was hired as our new General Counsel;~~

•

~~Thomas B. Leonardi, who was hired to lead a newly formed Government Affairs, Public Policy and Communications department;~~

•

~~Claudine M. Macartney, our Chief Human Resources Officer, who was elevated to the Executive Leadership Team;~~

•

~~Seraina Macia, who was hired to lead Blackboard, our new technology-driven subsidiary; and~~

•

~~Peter Zaffino, who was hired to lead our recently reorganized General Insurance business and serve as our Global Chief Operating Officer.~~

~~TABLE OF CONTENTS~~

The transition also included a number of key departures as Mr. Duperreault assembled his leadership team, including Jeffrey J. Hurd, our former Chief Operating Officer; Robert S. Schimek, who led our prior Commercial Insurance business; and Peter Y. Solmssen, our former General Counsel.

~~Compensation Decisions to Support our Transformation~~

~~Chief Executive Officer Compensation Structure~~

In connection with Mr. Duperreault’s appointment, the Committee established his 2017 annual compensation as described further below, consistent with AIG’s pre-established program for the other members of our Executive Leadership Team and competitive market practice. In addition, Mr. Duperreault was granted a one-time award of stock options to purchase 1,500,000 shares of AIG Common Stock to align his interests directly and transparently with those of our shareholders. The exercise price of these options was $61.82, the closing price of common stock on the day Mr. Duperreault’s appointment was announced. These options will only have value to the extent our stock price increases from that level, and all of them have a limited seven-year term, which is shorter than the market standard and provides a concentrated window for share price improvement. In addition, two-thirds of the options have heightened performance requirements, vesting only if AIG’s stock price increases by at least $10, $20 or $30 (for 300,000, 300,000 and 400,000 options, respectively) over the closing price of our common stock before Mr. Duperreault joined AIG. The Committee believes this award properly motivates Mr. Duperreault to create sustainable, profitable growth for AIG, aligning his interests with those of our shareholders. In addition, following his appointment, Mr. Duperreault purchased approximately $5 million of AIG Common Stock in the open market using his own funds. Other than his one-time alignment award and a make-whole cash payment for equity awards Mr. Duperreault forfeited to join AIG, Mr. Duperreault does not have any special employment arrangements with us. The specifics of Mr. Duperreault’s arrangements are provided under “—Leadership and Strategic Change—President and Chief Executive Officer.”

~~Arrangements for our Former Chief Executive Officer~~

In March 2017, AIG announced Mr. Hancock’s intention to resign, and following the announcement, AIG began a comprehensive search for a successor and entered into an agreement with Mr. Hancock providing for his service throughout 2017 until a successor was named. The agreement provided that Mr. Hancock would participate in our 2017 annual compensation structure for our Executive Leadership Team (including proration of short-term incentive for full months served) and that his severance rights would be fixed as of his resignation announcement. As additional consideration for his agreement to serve until a successor was named, the Committee provided for a $5 million transition payment subject to his provision of a valid release and his service through the transition to our new President and Chief Executive Officer, the duration of which was unknown at the time, providing stability in an uncertain period for AIG. Mr. Hancock did not receive any additional economic benefits, other than those to which he was already entitled under our 2012 Executive Severance Plan. These arrangements for Mr. Hancock were described in our 2017 Proxy Statement, together with the Committee’s decision that Mr. Hancock did not earn a short-term incentive award for 2016. The specifics of Mr. Hancock’s arrangements are provided under “—Named Executive Officers who Separated in 2017.”

~~Other Measures to Support Leadership Transition~~

To promote stability during the search for, and transition to, a new Chief Executive Officer, the Committee determined to make one-time grants of restricted stock units in March 2017 to members of our Executive Leadership Team at that time. The awards cliff-vest on the second anniversary of the grant date subject to continued employment (or the participant’s earlier termination without cause) and are not eligible for qualifying resignation or retirement treatment. The awards were aimed to retain leaders in critical positions to facilitate a successful transition and foster the implementation and execution of any change in strategic vision for AIG following appointment of new leadership. The awards were entirely in the form of stock units to align with AIG performance and have no interim delivery before the two-year term, which the Committee believes is an appropriate timeframe by which any period of transition will have occurred. In the interests of transparency, these awards were publicly announced at the time of grant and described in our 2017 Proxy Statement. These awards are described below under “—Leadership and Strategic Change—Transition RSU Awards.”

~~TABLE OF CONTENTS~~

~~2017 Annual Compensation Structure~~

Guided by our compensation philosophy, our 2017 annual compensation program focuses on providing a balance of fixed and variable pay, driving achievement of AIG’s short- and long-term business objectives and strategies and aligning the economic interests of our executives with the long-term interests of AIG and our

~~shareholders:~~

•	~~Balanced Structure:~~ Annual total direct compensation for our Executive Leadership Team consists of market-competitive base salary, approximately 20 to 35 percent annual target short-term incentive opportunity and at least 40 percent annual target long-term incentive opportunity.

•	~~Emphasis on Long-Term Incentives:~~ At least 75 percent of each Executive Leadership Team member’s annual target total direct compensation is “at risk” and the majority of incentive pay opportunity is provided in equity, in the form of PSUs and RSUs, vesting after a three-year period.

•

~~Direct Link to AIG Performance:~~ 70 percent of long-term incentives for our Executive Leadership Team are in the form of PSUs that are earned over a three-year period based on achieving total shareholder return (TSR) measured relative to AIG’s peers, and balanced by using option adjusted spread (OAS) relative to peers.

•	~~Robust Recovery Policy:~~ At least 75 percent of each Executive Leadership Team member’s annual target total direct compensation is subject to our clawback policy, which applies while awards are outstanding and to covered compensation paid in the year preceding the triggering event.

~~Compensation Philosophy~~

~~We structure our compensation program and make enterprise-wide compensation decisions consistent with our compensation philosophy. Our compensation philosophy centers around the following objectives:~~

•

~~Attracting and retaining the strongest employees and leaders for AIG’s various business needs~~ ~~by providing market-competitive compensation opportunities.~~

•

~~Creating a culture of pay for performance~~ ~~by providing total direct compensation opportunities that reward employees for individual, business unit and company-wide performance.~~

•

~~Providing a market-competitive, performance-driven compensation structure~~ ~~through a four-part program that takes into account base salary, annual incentives, long-term incentives and benefits and perquisites.~~

•

~~Motivating all AIG employees to deliver sustainable, profitable growth balanced with risk~~ ~~to drive long-term value creation for shareholders.~~

•

~~Aligning the long-term economic interests of key employees with those of shareholders~~ ~~by ensuring that a meaningful component of each key employee’s compensation is provided in equity.~~

•

~~Avoiding incentives that encourage employees to take unnecessary or excessive risks that could threaten the value of AIG~~ ~~by appropriately balancing risk and reward as well as rewarding both annual and long-term performance.~~

•

~~Maintaining strong corporate governance practices~~ ~~by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation.~~

~~TABLE OF CONTENTS~~

Consistent with this philosophy, our short-term and long-term incentive programs are designed to provide appropriate upside opportunity and downside risk and reinforce alignment with shareholder interests. The Committee evaluates and adjusts the programs annually based on strategic priorities, stakeholder feedback and market considerations.

		~~Compensation Best Practices~~

		~~What we do:~~			~~What we don’t do:~~
		✓ ~~Pay for performance~~ ✓ ~~Comprehensive clawback policy~~ ✓ ~~Share ownership guidelines and holding requirements~~ ✓ ~~All employees and directors prohibited from hedging AIG securities~~ ✓ ~~Executive officers and directors prohibited from pledging AIG securities~~ ✓ ~~Double-trigger change-in-control benefits~~ ✓ ~~Annual risk assessment of compensation plans~~ ✓ ~~Independent compensation consultant~~			× ~~No golden parachute tax gross-ups~~ × ~~No excessive pension payments, perquisites or other benefits~~ × ~~No equity grants below 100% of fair market value~~ × ~~No dividends or dividend equivalents paid on unvested long-term incentive awards~~ × ~~No repricing of underwater stock options or stock appreciation rights~~

~~2017 Compensation Structure—Annual Direct Compensation Components~~

The 2017 compensation structure for our Executive Leadership Team consists of market-competitive base salary, approximately 20 to 35 percent annual target short-term incentive opportunity and at least 40 percent annual target long-term incentive opportunity. An executive’s total annual direct compensation target is determined based on his or her position, skills and experience and demonstrated performance, as well as market practice, and is then allocated in accordance with the compensation structure. Consistent with our compensation philosophy, we believe this structure provides an appropriate balance of fixed and variable pay, drives achievement of AIG’s short- and long-term business objectives and strategies and aligns the economic interests of our executives with the long-term interests of AIG and our shareholders.

In the first quarter of 2017, the Committee established annual base salaries (effective as of January 1, 2017), short-term incentive opportunities and long-term incentive opportunities for our executives. For executives hired in 2017, including Messrs. Duperreault and Zaffino, the Committee established these opportunities upon hire.

~~The 2017 annual target total direct compensation opportunity for each of our current named executives is set forth in the following table.~~

Named Executive Officer Annual
Base Salary Target
Short-Term
Incentive Target
Long-Term
Incentive Total
Brian Duperreault,
   President and Chief Executive Officer $ 1,600,000 $ 3,200,000* $ 11,200,000 $ 16,000,000
Siddhartha Sankaran,
   Executive Vice President and Chief Financial
   Officer $ 1,000,000 $ 1,700,000 $ 3,300,000 $ 6,000,000
Peter Zaffino
   Executive Vice President—General Insurance and
   Global Chief Operating Officer $ 1,250,000 $ 3,000,000 $ 4,250,000 $ 8,500,000
Douglas A. Dachille,
   Executive Vice President and Chief Investment
   Officer $ 1,000,000 $ 2,000,000 $ 4,000,000 $ 7,000,000
Kevin T. Hogan,
   Executive Vice President—Life & Retirement $ 1,000,000 $ 1,900,000 $ 3,600,000 $ 6,500,000

~~Represents Mr. Duperreault’s full year short-term incentive target. His earned award was prorated for service during 2017.~~

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Base ~~Salary.~~

~~An executive’s base~~ salary is established based on his or her experience, performance and salaries for comparable positions at competitors, but will not exceed 25 percent of the executive’s annual target total direct compensation opportunity. This allocation is intended to fairly compensate ~~the executive~~named executives for the responsibilities of ~~his or her position,~~their respective positions and achieve an appropriate balance of fixed and variable ~~pay~~pay. The CMRC undertakes an annual review of named executive salaries to determine whether they should be adjusted. In making this determination, the CMRC considers a broad range of factors including, scope of role, experience, skillsets and ~~provide~~salaries for comparable positions within the Compensation Peer Group, as well as internal parity among AIG’s executive ~~with sufficient liquidity~~officers.


Named Executive	2021 Year-End Base Salary Rate	2022 Year-End Base Salary Rate	Percent Change
Peter Zaffino(1)	$1,500,000	$1,500,000	—	%
Shane Fitzsimons(2)	$—	$1,000,000	—	%
Lucy Fato	$1,000,000	$1,000,000	—	%
Kevin Hogan	$1,250,000	$1,250,000	—	%
David McElroy	$1,000,000	$1,000,000	—	%

(1)From January 1, 2022 to ~~discourage excessive risk-taking. Annual~~February 21, 2022, Mr. Zaffino’s base salary ~~is paid~~was $1.5 million. From February 22, 2022 to November 9, 2022, Mr. Zaffino’s base salary was increased to $1.6 million. Effective November 10, 2022, in ~~cash.~~conjunction with his new five-year employment agreement, Mr. Zaffino's base salary was reduced to $1.5 million. For information on Mr. Zaffino’s employment agreement, see “—2022 CEO Five-Year Employment Agreement.”

(2)Mr. Fitzsimons was not a named executive in 2021.

AIG 2023 PROXY STATEMENT41

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

2022 Short-Term ~~Incentive.~~Incentive Awards

~~Our short-term incentive, which represents approximately 20 to 35 percent of an Executive Leadership Team member’s annual target total direct compensation opportunity,~~



At a Glance:			nPayouts based on a combination of quantitative business and individual performance nUnless specifically approved by the CMRC, earned awards equal the applicable Business Performance Score (0 percent to 150 percent), multiplied by the Individual Performance Score (0 percent to 150 percent), and payout is subject to an overall cap of 200 percent of target nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational) nSubject to clawback n2022 payouts ranged from 107 percent to 176 percent of target, reflecting strong financial results in General Insurance, successful completion of the Corebridge IPO and continued progress in other areas of strategic importance



Changes for 2022:			nUpdated performance metrics and weightings to align with 2022 business priorities and separation of Life and Retirement business

STI awards are designed to ~~reward annual performance and~~ drive ~~near-term~~AIG’s business objectives and ~~strategies. It consists~~strategies and to reward performance delivered during the year. STI awards consist of an annual cash ~~award with individual~~ target, ~~amounts that reflect~~subject to results achieved against quantitative business unit orand corporate ~~function responsibilities~~metrics and ~~experience. For our current named executives, short-term incentive awards are generally earned based on a~~an individual scorecard. This combination of ~~pre-established goals for Company performance~~business and ~~an assessment of~~ individual performance is consistent with our desire to promote a ~~potential range from 0 to 200 percent of target. The Committee has discretion to determine the final award amount and, as explained below, considers Company achievement of~~ performance metrics, individual achievement of pre-established goals and, for 2017, the changes to our operating structure and strategy. All short-term incentive awards earned by our executives are subject to our clawback policy.driven culture.

~~Company Performance.~~ In March 2017, the Committee established metrics to provide a basis for evaluating overall Company performance. This “Company score” is based on metrics that apply to all our named executives and ranges from 0 to 125 percent of target. The Committee established these performance metrics before Mr. Duperreault joined AIG, and accordingly they reflect AIG’s pre-existing strategy and goals. Although the metrics do not fully align with the new strategy articulated by Mr. Duperreault, the Committee determined not to replace them for 2017. Instead, the Committee considered the new strategy and other significant Company-wide changes in 2017 as a qualitative factor in determining the individual performance and final earned award for the current named executives.

Target Short-Term Incentive Award ($)

Business Performance Score (0-150%)

Individual Performance Score (0-150%)

Actual Short-Term Incentive Award ($) (up to 200%)

Business Performance Scorecards

Individual Performance Four Strategic Pillars

General Insurance

Life and Retirement

Corporate

1. Financial

2. Strategic

3. Operational

4. Organizational

nAYCR, ex-CATs*

nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth

nNormalized Adjusted ROAE*

nNormalized GOE*

nInvestment Performance vs. Benchmark

nWeighted average of GI and L&R

nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* Growth

nAIG 200 NetGOE Exit Run-rate Savings ex Corebridge*

All individual performance scorecards include diversity, equity and inclusion considerations.

To simplify the program and increase the weighting of return on equity (ROE) and risk-adjusted growth metrics as compared to our 2016 program, the 2017 metrics were reduced from five to three and consist of: Core Normalized ROE, Normalized Production Risk-Adjusted Profitability (Normalized Production RAP) and Normalized Value of New Business (Normalized VoNB). Core Normalized ROE, which makes up 70 percent of the score, measures profitability and is targeted based on an improvement in Core Normalized ROE relative to 2016. Normalized Production RAP and Normalized VoNB each make up 15 percent of the score and measure risk-adjusted growth.

We normalize our short-term incentive metrics for both favorable and adverse prior year developments and other factors to tie compensation directly to results that participants achieve during the performance year (which, given the nature of our business, could otherwise be overwhelmed by prior year reserve development and/or catastrophe events, for example). In addition, for 2017, we adjusted the metrics for the impact of certain strategic choices by management that were not contemplated when the metrics were established. For our long-term incentive program, we use other market-based metrics, measured relative to peers, to capture the full range of our financial performance over the medium to long term.

~~TABLE OF CONTENTS~~

~~In the first quarter of 2018, the Committee reviewed performance compared to the Company performance metrics. The Company score was 66 percent, as follows:~~



Regardless of performance, all awards are subject to an overall cap of 200% of target

~~The threshold, target and maximum~~ We make adjustments to U.S. GAAP financial measures for ~~Normalized Production RAP and Normalized VoNB were updated to reflect the impact~~purposes of foreign exchange rates. In addition, the Core Normalized ROE and Normalized Production RAP metrics were adjusted for the impact of certain strategic choices by management that were not contemplated when the metrics were established. Thesethis performance ~~metrics are non-GAAP financial measures.~~metric. See Appendix A for an explanation of how ~~these measures are~~this metric is calculated ~~for AIG~~ from our audited financial statements.

Business Performance Scorecard

The 2022 metrics and goals reflect a continuing commitment to sustaining and rewarding a high-performance culture that supports AIG’s business strategies. The CMRC seeks to establish goals and metrics that are quantitative, appropriately rigorous, balanced across the different business units and compatible with effective risk management so as not to incentivize excessive risk taking.

Each metric has a threshold, target and maximum performance goal associated with it and a corresponding level of payout with interpolation for achievements between goals:


Performance	Below Threshold	Threshold	Target	Stretch	Maximum or Above
Payout (% of target)	0%	50%	100%	125%	150%

42AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

The 2022 quantitative performance results for each of the business scorecards are set forth below.

Corporate


Performance Metric	Threshold (50%)	Target (100%)	Stretch (125%)	Maximum (150%)	Actual	% Achieved		Weighting		% Achieved (Weighted)
Weighted Business Unit Performance(1)	Total weighted performance for General Insurance (70%) and Life and Retirement (30%); see scorecards below				N/A	114	%	40	%	45	%
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share(2)(3)	$4.50	$5.00	$5.25	$5.50	$4.89	89	%	30	%	27	%
AIG 200 Net GOE Exit Run-rate Savings ex Corebridge(2)(4)	$650M	$750M	$875M	$1,000M	$981M	146	%	30	%	44	%

Corporate Quantitative Performance Score:										116%

(1)Actual performance represents the weighted average of quantitative performance scores for each business unit as follows: (70 percent x 122 percent) + (30 percent x 94 percent) = 114 percent. Detailed business unit scorecards are set forth below.

(2)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

(3)Normalized for (better) / worse than 6 percent expected alternative returns, 4 percent expected fair value changes on fixed maturity securities, (better) / worse than expected CAT losses (net of reinsurance), (favorable) / unfavorable annual actuarial update, (favorable) / unfavorable COVID-19 mortality, (favorable) / unfavorable prior year development (PYD) net of reinsurance and premium adjustments, (better)/ worse than expected return on business transactions.

(4)Cumulative run-rate net GOE Savings is measured from the inception of the AIG 200 program, excluding Corebridge initiated savings.

General Insurance


Performance Metric	Threshold (50%)		Target (100%)		Stretch (125%)		Maximum (150%)		Actual		% Achieved		Weighting		% Achieved (Weighted)
Accident Year Combined Ratio, excluding CATs(1)	90.0	%	89.5	%	88.5	%	88.0	%	88.7	%	120	%	60	%	72	%
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share(1)(2)	$4.50		$5.00		$5.25		$5.50		$5.25		125	%	40	%	50	%

General Insurance Quantitative Performance Score:															122	%

(1)We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

(2)Normalized for (better) / worse than 6 percent expected alternative returns, 4 percent expected fair value changes on fixed maturity securities, (better) / worse than expected CAT losses (net of reinsurance), (favorable) / unfavorable PYD net of reinsurance and premium adjustments, (better)/ worse than expected return on business transactions, and certain business factors related to neutralizing Corebridge’s impact on AIG’s earnings per share.

Life and Retirement*


Performance Metric	Threshold (50%)		Target (100%)		Stretch (125%)	Maximum (150%)		Actual		$ Achieved		Weighting		% Achieved (Weighted)
Normalized Adjusted ROAE(1)(2)	10	%	12	%	13%	14	%	11.1	%	78	%	40	%	31	%
Normalized GOE(1)(3)	($100M)		($150M)		($200M)	($250M)		($135M)		85	%	30	%	26	%
Investment Performance vs. Benchmark	(100 bps)		Equal		+100bps	+200bps		+97bps		124	%	30	%	37	%

Life and Retirement Quantitative Performance Score:														94	%

* Life and Retirement represents the Life and Retirement segment plus components of Other Operations.

(2)Normalized for separation related items, COVID mortality claims, annual actuarial assumptions update, litigation matters, and (better)/ worse than expected return on business transactions, (better) / worse than 6 percent expected return on alternative investments, 4 percent expected fair value changes on fixed maturity securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.

(3)Normalized GOE as reported less separation-related impacts and certain one-time non-recurring items.

AIG 2023 PROXY STATEMENT43

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

In summary, 2022 performance resulted in the following STI awards for our named executives:


Named Executive	2022 Short-Term Incentive Award ($)	Business Performance Scorecard Result		Individual Performance Scorecard Result		2022 Actual Short-Term Incentive Award ($)
Peter Zaffino	4,500,000	116	%	150	%	7,830,000
Shane Fitzsimons	1,700,000	116	%	152	%	3,000,000
Lucy Fato	1,900,000	116	%	141	%	3,100,000
Kevin Hogan	2,250,000	94	%	113	%	2,400,000
David McElroy	2,500,000	122	%	107	%	3,250,000

Individual ~~Performance.~~Performance Scorecards

Given the importance of our named executives in making and operationalizing decisions that continue to set AIG up for future success, the CMRC also assesses an individual performance scorecard for each named executive. Objectives are structured to reward actions under four key pillars: Financial, Strategic, Operational and Organizational. The objectives reflect areas of importance for each individual.

Individual performance is based on an assessment by our Chief Executive Officer and his recommendation to the Committee. Our Chief Executive Officer’s individual performance is based on an assessment by the Committee. In past years, membersobjectives for each of our ~~Executive Leadership Team were~~named executives include a combination of detailed quantitative and qualitative components. Our named executives distinguished themselves in 2022 by taking on complex, ambitious objectives and executing on multiple priorities with excellence under challenging conditions, including significant macro-economic and geopolitical headwinds, unprecedented frequency and severity of natural catastrophes and lingering impacts from the ~~only participants in our short-term incentive program whose award was based on~~global pandemic. What follows below is a summary of the ~~Company score~~goals and ~~not also an assessment of individual performance. In March 2017,~~related achievements the Committee determined to include an assessment of individual performance both because it provides for a more complete assessment of our executives’ achievements and would allow the Committee to take into account operational and strategic changes during the year.

~~2017 Individual Performance Results.~~ ~~In the first quarter of 2018, the Committee assessed~~CMRC considered when determining each ~~current~~ named executive’s individual performance ~~as summarized below.~~score for 2022.

44AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

Peter Zaffino

Chairman & Chief Executive Officer~~. In assessing~~


Pillar and Goal Overview			Achievements


Financial nDeliver on AIG’s financial objectives nEffectively execute against the 2022 Capital Plan			nDelivered continued strong financial results driven by significant improvement in General Insurance —General Insurance 2022 Full Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement; General Insurance 2022 AYCR, ex-CATs* improved 230 basis points to 88.7 percent in 2022 —Through the fourth quarter of 2022, 18 consecutive quarters of improvement in underwriting ratios, reflecting a reduction in combined ratio of 1,140 basis points and a reduction in AYCR, ex-CATs* of 1,260 basis points since the second quarter of 2018 —AYCR, ex-CATs* was below 90 percent for each quarter of 2022 and improved from each of the respective 2021 prior year quarters nImproved underwriting income by $1 billion or more for the second consecutive calendar year nDesigned and executed on the placement of AIG’s 2023 reinsurance program despite a complex and challenging renewal season in the face of challenging macro-economic conditions, geopolitical uncertainty and unprecedented frequency and severity of natural catastrophes nDelivered successfully against AIG’s 2022 Capital Plan, returning over $6 billion to shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing $9.4 billion of general borrowings nDesigned and led the execution of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into $2.5 billion revolving syndicated credit facility


Strategic nExecute successful IPO of Life and Retirement in 2022, including building the Board nAchieve profitable premium growth in General Insurance business nDrive key ESG initiatives including building a DEI focused company culture, establishing baseline net zero goals and Board refreshment nBuild and improve critical relationships with key external stakeholders			nSuccessfully completed the IPO of Corebridge despite challenging market conditions, representing 12.4 percent of Corebridge, which resulted in gross proceeds to AIG of $1.7 billion; largest U.S. IPO in 2022 nDesigned and oversaw work of the Separation Management Office, including establishing separate financial and operating systems for Corebridge to prepare the business to be a standalone, public company nLed recruitment effort of two Corebridge independent directors nTransformed AIG and Corebridge Investments operating models through asset management relationships with Blackstone and BlackRock nParticipated in recruitment efforts that led to Mr. Rice and Ms. Bergamaschi joining the AIG Board in 2022 nExpanded the diversity of the Executive Leadership Team to 50 percent, with each member having a DEI objective embedded in their individual performance goals nEnhanced AIG's relationships and reputation with key external partners, regulators, policymakers and investment community through proactive engagement and participation in key industry conferences nEstablished a framework to begin operationalizing the net zero goals across our underwriting, investments and business operations nContinued title sponsorship of The AIG Women’s Open held at Muirfield in 2022 and grew the prize fund to $7.3 million in 2022 from $5.8 million in 2021, demonstrating AIG’s commitment to serving as allies to women in line with AIG’s Purpose & Values

AIG 2023 PROXY STATEMENT45

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes


Pillar and Goal Overview			Achievements


Operational nAchieve 2022 financial targets under AIG 200 nLead design of future-state AIG operating model nContinue to lead on future of work initiatives			nAchieved AIG 200 exit run-rate savings goal of $1 billion six months ahead of schedule nSimplified AIG’s operating model through separation of the Life and Retirement business and centralization of global information technology and operations capabilities nEstablished BlackRock as the primary investment manager for the AIG portfolio and a strategic partner for Corebridge nUpdated Return-to-Workplace guidelines, designed for maximum productivity and efficiency, while maintaining focus on the safety and wellbeing of our colleagues


Organizational nLead Company evolution to a performance-based culture nContinue to develop key personnel and ensure robust succession plans for critical roles and build a unified leadership team nContinue to enhance AIG's brand position, thought leadership and market presence			nIntroduced AIG’s new Purpose & Values Statement, which was developed with input from colleagues across AIG, with our purpose defining how we serve our many stakeholders and our values setting clear expectations and encouraging behaviors required to drive change and a culture of excellence nEmphasized a culture of inclusion and integrity through frequent and consistent communications with the Executive Leadership Team who each have goals related to DEI, integrity and risk management nDeveloped succession plans for leadership roles across the organization and, using an assessment-based approach, developed a training program, Leading Transformation, to assist AIG’s colleagues to develop skills, behaviors and leadership acumen to continue the successful transformation of AIG nEnhanced AIG’s reputation as a respected global thought leader by representing AIG with key industry trade groups and associations



Peter Zaffino Individual Performance Score:150%

Based on these accomplishments, the CMRC determined that Mr. ~~Duperreault’s individual performance, the Committee considered~~Zaffino significantly exceeded his expected contributions to AIG in 2022. In particular, the CMRC recognized that under Mr. Zaffino’s leadership, AIG delivered strong financial results in 2022 and executed on several strategic priorities, including the ~~following~~Corebridge IPO, continued improvement in underwriting profitability and achieving the exit run-rate savings goal of AIG 200. Additionally, the CMRC recognized Mr. Zaffino’s demonstrated thought leadership in the global insurance industry. As a result, the CMRC recommended, and the Board approved, an Individual Performance Score for Mr. Zaffino of 150 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $7,830,000, representing 174 percent of target.

Target Short-Term Incentive Award

$4,500,000

Business Performance Score Corporate

116%

Individual Performance Score

150%

Actual Short-Term Incentive Award

(174% of target)

$7,830,000

46AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

Shane Fitzsimons

Executive Vice President & Chief Financial Officer


Pillar and Goal Overview			Achievements


Financial nDeliver on AIG’s financial objectives			nOversaw execution against AIG’s 2022 Capital Plan, returning over $6.1 billion to shareholders through $5.1 billion of share repurchases and $1 billion in dividends, and reducing over $9.4 billion of general borrowings nStrengthened capitalization of insurance company subsidiaries nImproved AIG's parent liquidity portfolio nOversaw the implementation of the capital structure of Corebridge prior to the IPO via: (i) the issuance of $6.5 billion of senior notes, (ii) the issuance of $1.0 billion of junior subordinated notes, (iii) entry into $9.0 billion of delayed draw term loans, and (iv) entry into a $2.5 billion revolving syndicated credit facility



Strategic nSupport and lead on the Corebridge IPO and operational separation nDevelop key external relationships nSupport AIG businesses and optimize Finance function			nContributed to the successful completion of the Corebridge IPO nProgressed operational separation of Corebridge nNegotiated framework for, and operationalized, investment management agreements with BlackRock for insurance company subsidiaries of AIG and Corebridge nStrengthened relationships and participated in significant engagement with investment community nCreated a one Finance team culture with strong collaboration across the Company nEstablished new security operating platforms to improve risk identification and responsiveness


Operational nMeet AIG 200 goals nImprove expense efficiency and controls nImprove business analytics capabilities to support informed decision-making			nAchieved AIG 200 exit run-rate savings goal of $1 billion six months ahead of schedule nDesigned and oversaw the implementation of operational changes that drove significant improvement in expense management nOversaw successful development and execution of tax planning strategies nDeveloped, implemented and operationalized key performance indicators leading to improved execution of Finance workstreams


Organizational nTechnology deployment nDevelop a best-in-class workforce reflecting AIG’s DEI commitments			nOversaw the implementation of various technology platforms to streamline processes and reduce risk nPromoted a diverse, equitable and inclusive workplace, with increased diverse representation across the Finance team



Shane Fitzsimons Individual Performance Score: 152%

Based on these accomplishments, the CMRC determined that Mr. Fitzsimons’ contributions to AIG in 2022 exceeded expectations. In particular, the CMRC recognized the key ~~achievements:~~

~~Significant Achievements~~

•

~~Established new enterprise-wide organizational structure,~~role Mr. Fitzsimons’ played in advancing several of AIG’s strategic priorities, including the ~~replacement~~separation of ~~our Commercial and Consumer segments with General Insurance and~~the Life and Retirement ~~to improve AIG’s core operating units~~business, the Corebridge IPO and ~~drive growth.~~significant capital and liability management. As a result, the CMRC approved an Individual Performance Score of 152 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $3,000,000, representing 176 percent of target. Mr. Fitzsimons' Individual Performance score surpasses the 150 percent guideline as a result of rounding.

•

~~Reshaped AIG’s Executive Leadership Team and recruited diverse, experienced talent into key leadership positions.~~

•

Launched a new long-term Company strategy and completed multiple initiatives to accelerate the ability of AIG to grow profitable business, including the launch of Blackboard and formation of DSA Re to act as AIG’s main run-off reinsurer.

•

~~Engaged proactively with investors and rating agencies to increase shareholder confidence and initiated efforts to improve employee engagement.~~

•

~~Led efforts to rebalance AIG’s financial portfolio to maximize investment returns while reducing risk from catastrophes and long-tail exposure.~~

Target Short-Term Incentive Award

$1,700,000

Business Performance Score Corporate

116%

Individual Performance Score

152%

Actual Short-Term Incentive Award

(176% of target)

$3,000,000

AIG 2023 PROXY STATEMENT47

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

Lucy Fato

38Executive Vice President, General Counsel & Global Head of Communications and Government Affairs


Pillar and Goal Overview			Achievements


Financial nDeliver on expense management priorities			nWithin the Global Legal, Compliance and Regulatory/Government Affairs group (GLCR), provided high quality advice and support while actively managing expenses nSignificantly enhanced the AIG brand through Communications efforts, while actively managing expenses


Strategic nLead legal and regulatory aspects of the operational separation of Life and Retirement and IPO of Corebridge nLead re-branding of Life and Retirement to Corebridge nExecute a cohesive litigation strategy related to COVID-19 and other major complex coverage disputes nLead on regulatory and government affairs matters and strategy refreshment, positioning AIG as a thought leader nSuccessfully execute on key communications priorities, including support for Chairman & CEO communications and AIG’s new Purpose & Values			nServed as a strategic partner to the CEO and CFO with respect to the Corebridge IPO nOversaw legal and regulatory guidance with respect to significant capital management activities at AIG and Corebridge nContinued to oversee advice and support provided by GLCR with respect to the operational separation of Life and Retirement nOversaw internal and external communications initiatives related to the separation of Life and Retirement, including the rebranding of the business as Corebridge Financial and IPO- related activities nOversaw and guided strategies which led to favorable decisions in complex coverage disputes and other litigation matters nContinued robust engagement with global regulators to enhance AIG’s reputation in the regulatory community nEngaged with policymakers to re-introduce AIG as an industry thought leader nOversaw a comprehensive revamping of communications frameworks designed to elevate the quality and consistency of internal and external communications while enhancing AIG's reputation and strategic messaging nLaunched AIG’s Purpose & Values statement and established a governance team to support effective and robust implementation across AIG


Operational nEffectively support AIG 200 and digitization priorities as well as transformation efforts more broadly, including preparing Corebridge to be a standalone company nPromote a culture of integrity, marked by awareness of risk and risk management			nProvided strategic legal, compliance and regulatory guidance with respect to various transformation efforts and led engagement with global regulators to secure approval of key strategic transactions nOversaw strategy with respect to compliance with economic sanctions and regulatory challenges surrounding the conflict between Russia and Ukraine nOversaw continuous efforts to develop, implement and maintain various compliance and risk policies

48AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

~~TABLE OF CONTENTS~~


Pillar and Goal Overview			Achievements


Organizational nLead Legal and Communications Return-to- Workplace initiatives globally nFoster a respectful, rewarding, and inclusive culture that retains, attracts, and develops the best talent nFoster a collaborative culture across AIG nEnhance GLCR’s Pro Bono Program			nProvided legal and communications guidance to AIG’s Return-to-Workplace Taskforce nProvided development opportunities to strengthen internal talent pipelines through AIG’s leadership development and training programs and encouraged participation in AIG's Employee Resource Groups nContinued to expand AIG’s award-winning Pro-Bono Program leading to record participation in 2022 through existing and new partnerships, particularly those related to criminal and social justice reform, immigration, voting rights and supporting veterans and at-risk women and children



Lucy Fato Individual Performance Score: 141%

~~Chief Financial Officer. In assessing Mr. Sankaran’s individual performance,~~Based on these accomplishments, the ~~Committee considered Mr. Duperreault’s evaluation of Mr. Sankaran’s~~CMRC determined that Ms. Fato provided significant contributions to AIG ~~including~~in 2022 well beyond achievement of her individual goals. In particular, the ~~following~~CMRC recognized Ms. Fato’s key ~~achievements:~~

~~Significant Achievements~~

•

~~Maintained strength of AIG’s balance sheet despite reserve additions and record year for natural catastrophes, and helped drive approximately $7.5 billion in capital returns.~~

•

~~Provided leadership in AIG’s efforts with financial regulators regarding its regulatory designation as a nonbank systemically important financial institution, which was rescinded in 2017.~~

•

~~Led strategy related to AIG’s legacy portfolio, including sale of non-insurance assets and formation of DSA Re, allowing AIG to consolidate its legacy books and leverage operational efficiencies.~~

•

Improved and reengineered AIG’s general ledger reporting infrastructure through standardizing reporting across businesses, decommissioning disparate reporting tools and accelerating the reporting close process.

•

~~Played critical~~ role in ~~maintaining stability within AIG and communicating with outside stakeholders during transition to new Chief Executive Officer.~~

~~Executive Vice President—General Insurance and Global Chief Operating Officer. In assessing Mr. Zaffino’s individual performance, the Committee considered Mr. Duperreault’s evaluation of Mr. Zaffino’s contributions to~~significant strategic priorities for AIG, including the ~~following key achievements:~~separation of Life and Retirement and Corebridge IPO. They also recognized her significant efforts to establish a comprehensive communications framework that elevated AIG’s reputation with internal and external stakeholders globally. As a result, the CMRC approved an Individual Performance Score of 141 percent, which, when combined with the Corporate quantitative Business Performance Score, resulted in an STI payment of $3,100,000, representing 163 percent of target.

~~Significant Achievements~~

Target Short-Term Incentive Award

$1,900,000

Business Performance Score Corporate

116%

Individual Performance Score

141%

Actual Short-Term Incentive Award

(163% of target)

$3,100,000

•

~~Led the design of General Insurance’s new organizational structure to improve alignment with clients~~

AIG 2023 PROXY STATEMENT49

Compensation Discussion and ~~distribution partners, emphasize certain key business lines~~Analysis 2022 Compensation Decisions and ~~improve the quality and efficiency of decision making.~~Outcomes

Kevin T. Hogan

•

~~Introduced a high level three-year strategic vision for General Insurance focusing on improving core performance and profitable growth.~~

•

~~Recruited and appointed experienced, talented leaders to key roles throughout General Insurance and AIG.~~

•

~~Drove fundamental enhancements to General Insurance’s reinsurance strategy and designed a program to reduce exposure to tail events and financial volatility.~~

•

~~Provided strategic input on AIG’s business position to our~~President & Chief Executive Officer, ~~and individual business leaders to improve performance and played an active role in identifying merger and acquisition opportunities.~~Corebridge Financial, Inc.

The Committee also noted that while the 2017 financial results of General Insurance were below expectations and contributed to the level of the Company score, Mr. Zaffino did not join AIG until July 2017.

~~Executive Vice President and Chief Investment Officer. In assessing Mr. Dachille’s individual performance, the Committee considered Mr. Duperreault’s evaluation of Mr. Dachille’s contributions to AIG, including the following key achievements:~~

	~~Significant Achievements~~
Pillar and Goal Overview		Achievements


Financial nAchieve Life and Retirement’s 2022 budgeted financial performance goals nMaintain balance sheet and capital management discipline		nDelivered solid financial results from the Life and Retirement business: —Surpassed base net investment income results compared to prior year and budget —Achieved financial performance in line with target driven by strong Fixed and Index Annuity sales, rising rates and higher yields through new investment partnerships nMaintained Fleet risk-based capital ratio above target through strong capital management nReturned approximately $300 million of dividends to shareholders of Corebridge after the IPO

•

~~Completed sale of AIG’s life settlements portfolio, resulting in a complete exit~~



Strategic nExecute successful separation of Corebridge from AIG to a publicly traded company nEnhance brand and thought leadership in the market nStrengthen and grow key relationships			nContributed to the successful completion of the Corebridge IPO nFacilitated operational separation of Life and Retirement through partnership with the Separation Management Office nMaintained relationships with key distribution partners, intermediaries and customers via strategic engagement programs, contributing to higher year-on-year sales


Operational nEnhance customer experience nExecute against the technology and expense roadmap to improve efficiencies			nCentralized approach to Data and Customer Experience to promote better cross-organizational outcomes for customers and colleagues nAligned organizational workstreams to create synergies between customer experience and delivery nSuccessfully implemented digitization and automation opportunities to improve operational efficiencies and enhance customer experiences nProgressed Corebridge Forward, an expense savings program


Organizational nExpand DEI efforts to foster an inclusive culture nRetain and attract talent through period of transition			nEstablished local partnerships to engage diverse professionals and students, positioning Corebridge as an employer of choice among diverse talent nEngaged employees through various internal events and established cross-functional practice groups to foster collaboration and expand development



Kevin T. Hogan Individual Performance Score: 113%

Based on these accomplishments, the ~~portfolio.~~

•

~~Successfully identified and sold a portfolio of over $10 billion in assets to fund the adverse development reinsurance agreement with National Indemnity Company.~~

•

~~Reduced significantly AIG’s hedge fund portfolio in 2017, and reallocated remaining hedge fund holdings primarily to equity-oriented funds, increasing return on regulatory capital in 2017.~~

•

~~Established a new securitization platform for AIG’s residential loans, allowing AIG to become a more significant participant in the loan market and be able to more effectively manage risk.~~

•

~~Achieved lower than budgeted general operating expenses for the Investments function in 2017 and successfully managed operational risk of Investments activity.~~

~~TABLE OF CONTENTS~~

~~Executive Vice President—Life & Retirement. In assessing Mr. Hogan’s individual performance, the Committee considered Mr. Duperreault’s evaluation of~~CMRC determined that Mr. Hogan’s contributions to AIG in 2022 exceeded expectations. In particular, the CMRC recognized Mr. Hogan key role in significant strategic priorities for AIG, including the ~~following key achievements:~~

~~Significant Achievements~~

•

~~Led Life and Retirement to deliver ROE above AIG’s cost~~separation of ~~equity, return approximately $1.5 billion in capital to AIG in the form of dividends and loan repayments, and managed expenses, despite challenging market conditions.~~

•

~~Completed sale and transition of Fuji Life Insurance Company, Ltd.~~

•

~~Recruited and appointed leaders to key management positions, including new leaders of Group Retirement and Individual Retirement, and addressed critical succession planning needs.~~

•

Created new operations control functions to effectively identify and manage risk, focusing on key control areas such as customer complaints, vendor governance, regulatory exam responses and business continuity planning.

•

~~Strengthened asset liability management strategy across Life and Retirement business units.~~

~~Determination of Earned Short-Term Incentive Awards.~~

Short-term incentive awards for the Executive Leadership Team are generally based on a combination of Company and individual performance and can range from 0 to 200 percent of target. In determining 2017 short-term incentive awards for our current named executive officers, although the Committee took into account the results of the Company score, the Committee exercised its discretion in determining the final earned award for each current named executive. In exercising this discretion, the Committee considered the significant enterprise-wide changes and accomplishments achieved by AIG in 2017, including, but not limited to, the transition to our new Chief Executive Officer and new composition of our Executive Leadership Team, changes to AIG’s strategy and operating structure, including the replacement of our Commercial and Consumer segments with General Insurance and Life and Retirement and the ~~execution~~Corebridge IPO. As a result, the CMRC approved an Individual Performance Score of ~~key initiatives~~113 percent, which, when combined with the Life and Retirement quantitative Business Performance Score, resulted in an STI payment of $2,400,000, representing 107 percent of target.

Target Short-Term Incentive Award

$2,250,000

Business Performance Score Life and Retirement

94%

Individual Performance Score

113%

Actual Short-Term Incentive Award

(107% of target)

$2,400,000

50AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

David McElroy

Executive Vice President & Chief Executive Officer, General Insurance


Pillar and Goal Overview			Achievements


Financial nAchieve General Insurance’s 2022 budgeted financial performance			nDelivered strong financial results for General Insurance: —General Insurance 2022 Full Year Combined Ratio was 91.9 percent, a 390 basis point year-over-year improvement; General Insurance 2022 AYCR, ex-CATs* was 88.7 percent, a 230 basis point improvement over 2021 —Commercial Insurance had a combined ratio of 89.6 percent, a 920 basis point improvement over 2021 and Global Commercial’s AYCR, ex-CATs* was 84.5 percent, a 460 basis point improvement over 2021 —Underwriting income of $2.0 billion in 2022, a $1 billion improvement over 2021


Strategic nAdvance underwriting excellence through effective portfolio management nImprove portfolio quality positioning General Insurance for long-term profitable growth nImplement distribution strategies that support profitable growth, retention and new business			nGeneral Insurance achieved profitable NPW growth of 3.8 percent on a foreign exchange adjusted basis despite a challenging geopolitical and macroeconomic environment nEnhanced culture focused on underwriting excellence as evidenced by improved profitability and improved portfolio quality through better risk selection and positioning, improved terms and conditions and rate adequacy nEnhanced broker key performance indicator reporting to inform all aspects of engagement strategies


Operational nExecute on key AIG 200 priorities nImprove data quality through the effective execution of the General Insurance 2022 data strategy roadmap nDrive and promote culture of integrity and risk management			nAchieved key AIG 200 milestones including implementation of the Standard Commercial Underwriting Platform, expanded distribution channels, improved user experiences, applied efficiencies to reserving process, improved data management and governance and new risk assessment tools nSuccessfully implemented core management key performance indicators to business units covering 70 percent of gross premiums written

Organizational nRefine and deliver against key human capital priorities as part of General Insurance’s multi-year people strategy nEmbed DEI strategies and actions throughout General Insurance			nConducted talent reviews and succession planning exercises focused on identifying emerging diverse talent candidates for critical roles nDrove culture focused on AIG's Purpose and Values through multi-level leadership and strategy meetings across geographies

* We make adjustments to ~~position AIG~~U.S. GAAP financial measures for ~~sustainable, profitable growth. The Committee, after discussions with Mr. Duperreault,~~purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.



David McElroy Individual Performance Score: 107%

Based on these accomplishments, the CMRC determined that ~~these fundamental changes~~Mr. McElroy’s contributions to AIG in ~~our leadership, operational structure~~2022 exceeded expectations. In particular, the CMRC recognized Mr. McElroy’s key role in continuing to foster a culture of underwriting excellence, which led to strong financial results in General Insurance. The CMRC approved an Individual Performance Score of 107 percent, which, when combined with the General Insurance quantitative Business Performance Score, resulted in an STI payment of $3,250,000, representing 130 percent of target.

Target Short-Term Incentive Award

$2,500,000

Business Performance Score General Insurance

122%

Individual Performance Score

107%

Actual Short-Term Incentive Award

(130% of target)

$3,250,000

AIG 2023 PROXY STATEMENT51

Compensation Discussion and ~~strategy should be reflected in our~~Analysis 2022 Compensation Decisions and Outcomes

2022 Long-Term Incentive Awards


At a Glance:			n75 percent performance-based in PSUs (50 percent) and stock options (25 percent), and 25 percent in time-based in RSUs nTarget annual award value established annually and informed by market data nPSU payout capped at 200 percent of target nSubject to clawback

Changes for 2022:			nAYCR, ex-CATs* and Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* replace Relative Tangible Book Value Per Common Share* and separation measures nRelative TSR integrated as a weighted measure rather than applied as a modifier (as was historic practice), with an updated peer group reflecting relevant peers for the anticipated post-separation company nStock options and time-based RSUs vest in three equal installments on the first three anniversaries of the grant date; PSUs remain subject to three-year cliff vesting nSpecial RSUs awarded to reward superior performance and promote long-term retention

Annual LTI awards for 2017. Taking the Company score, individual performance and these factors into account, the Committee determined (and, for Mr. Duperreault, the Board ratified) the following earned 2017 short-term incentive amounts for our named executives:

Named Executive Officer Individual Target
Amount* Percent of
Target Earned Earned Award
Amount
Brian Duperreault $ 2,133,333 100% $ 2,133,333
Siddhartha Sankaran $ 1,700,000 92% $ 1,564,000
Peter Zaffino $ 3,000,000 95% $ 2,850,000
Douglas Dachille $ 2,000,000 110% $ 2,200,000
Kevin Hogan $ 1,900,000 110% $ 2,090,000
Former Executive Officer

Peter Hancock $ 1,066,667 66%** $ 704,000
Robert Schimek $ 1,458,333 66%** $ 962,500
Peter Solmssen $ 1,275,000 66%** $ 841,500

~~Prorated for Mr. Duperreault and former executive officers based on the number of months served during 2017.~~

~~Earned awards for our former executive officers are determined based solely on Company performance, pursuant to our 2012 Executive Severance Plan.~~

~~The 2017 short-term incentive award was paid in full in cash in the first quarter of 2018 and is subject to our clawback policy.~~

~~Long-Term Incentive.~~

~~Our long-term incentive comprises~~represent the largest percentage of ana named executive’s annual target compensation opportunity ~~representing at least 40 percent of his or her annual target total direct~~and are granted in equity-based compensation ~~opportunity. We~~

~~TABLE OF CONTENTS~~

~~believe~~(i.e., PSUs, stock options and RSUs) that ~~providing a significant portion of executives’ compensation in equity and earned over a three-year period will drive~~reward long-term value creation, performance achievements and stock price appreciation. In considering awards to named executives, there are several design principles that the CMRC considers, including:

nProviding a risk-balanced portfolio of incentive vehicles

nAligning performance with AIG’s strategic direction and trajectory that are within management control

nSimplicity

2022 Annual Long-Term Incentive Award Allocation(1)

(1)2022 Long-Term Equity Incentive for ~~our shareholders~~Mr. Hogan only was comprised of 50 percent PSUs and ~~appropriately account for the time horizon of risks. Our 2017 long-term incentive program consists of grants of PSUs, earned between 0~~50 percent RSUs.

2022 stock options and ~~200 percent of target based~~RSUs vest in three equal installments on ~~achievement of performance criteria during a three-year performance period, and grants of RSUs, earned based on continued employment through the three-year period,~~ each of ~~which vests after~~ the first, second and third anniversaries of the grant date with PSUs subject to three-year ~~period. For members of our Executive Leadership Team, 2017 long-term incentive awards consist 70 percent of PSUs and 30 percent of RSUs.~~cliff vesting. We believe ~~providing~~that this mix of PSUs, RSUs and ~~RSUs, which we have introduced into our long-term incentive program for the first time in 2017, each with a three-year time-horizon, will enhance our ability to sustain~~stock options supports a high-performance culture and ~~attract~~helps retain and ~~retain~~attract key talent through ~~providing~~ competitive compensation opportunities that ~~do not incentivize excessive risk taking. The following table illustrates~~are consistent with market practice.

For a description of our ~~outstanding long-term incentive awards.~~

~~Grant of 2017~~2023 Long-Term Incentive Awards, see “—2023 Compensation Program Design and Decisions—2023 Long-Term Incentive Program Structure.”

~~To determine long-term incentive grants,~~* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

52AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes


Named Executive			2022 Target LTI Value
Peter Zaffino			$12,900,000
Shane Fitzsimons			$2,800,000
Lucy Fato			$3,300,000
Kevin Hogan(1)			$4,000,000
David McElroy			$4,000,000

(1)In connection with the ~~Committee approves (and, for~~Corebridge IPO, Mr. ~~Duperreault,~~Hogan’s (i) 2022 RSUs converted into RSUs with respect to shares of Corebridge common stock, and (ii) 2022 PSUs remain outstanding and eligible to be settled in AIG common stock.

In making the ~~Board ratifies)~~actual awards, the CMRC approved target dollar ~~amount of an executive’s long-term incentive award, which is then~~amounts that are converted ~~to a~~into PSUs, RSUs and stock options. The number of PSUs and RSUs in an annual grant is based on the average closing price of AIG ~~Common Stock~~common stock over the ~~calendar month~~five trading days preceding the ~~reference~~grant date, rounded down to the nearest whole unit. ~~In general, the reference date refers to~~The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG common stock.

2022 Annual Performance Awards

Performance Share Units (50 percent)

The 2022 PSU awards can be earned based on achievement of performance over a period of three years from January 1, 2022 through December 31, 2024. The performance metrics that apply to 2022 PSU awards seek to incentivize success at delivering long-term profitable growth for our shareholders through a culture of underwriting and operational excellence.

Accident Year
Combined Ratio, ex-CATs*
50%

Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*
40%

Relative Total
Shareholder Return
10%


Metric	Target	Why It Matters to AIG
Accident Year Combined Ratio, ex-CATs*	Goals assess maintaining sub-90 percent AYCR, ex-CATs*, with consecutive average annual improvement to incentivize continued improvement over the three-year performance period	Measures our underwriting excellence related to our underlying risk selection, expense discipline and profitability
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*	Achievement of three-year cumulative earnings per share (EPS) normalized on an Adjusted After-tax Income Attributable to AIG Common Shareholders* basis, adjusted for the following relative to baseline expectations: nAlternative returns nFair value changes on fixed maturity securities nCAT losses, net of reinsurance nAnnual actuarial assumption update for Life and Retirement nCOVID-19 mortality impact for Life and Retirement nPYD related to accident years outside of the performance period, net of reinsurance and premium adjustments nReturn on business transactions	Measures our success in creating long-term profitable growth for shareholders
Relative TSR	Cumulative TSR delivered during the three-year performance period ending December 31, 2024 relative to a group of AIG Property & Casualty peers**	Measures our relative success in delivering market competitive returns to shareholders

** TSR calculated in local currency based on (i) the ~~case of annual awards,~~average stock prices for the ~~date~~month preceding the performance period; and (ii) the average stock prices for the final month of the ~~offer~~performance period. Relative TSR peers comprised of ~~employment~~Chubb, CNA Financial, The Hartford, Markel, Tokio Marine, Travelers and W. R. Berkley.

AIG 2023 PROXY STATEMENT53

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

In 2022 the CMRC approved the following goals for the 2022 PSUs:

Performance Goals

Performance Metric(1)

Weight

Threshold
(50%)

Target
(100%)

Stretch
(150%)

Maximum
(200%)

Annual Improvement in Accident Year Combined Ratio, ex-CATs*

50%

Flat

<90%

0.5 pt.

1.0 pt.

Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share Growth*

40%

$14.50

$16.00

$16.75

$17.50

Relative Total Shareholder Return

10%

7th place

4th or 5th
place

3rd place

1st place

* We make adjustments to ~~a new hire or~~U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

(1)Payouts between threshold, target, stretch and maximum are interpolated based on performance relative to the ~~effective date~~approved goals.

(2)2022 performance weighted at 16 percent with 2023 and 2024 performance weighted at 17 percent each.

The maximum payout opportunity of ~~a recipient’s promotion. For members~~200 percent of ~~our Executive Leadership Team, grants are 70 percent~~target reflects ambitious goals that require performance significantly above target. Actual performance relative to the goals approved by the CMRC in 2022 will be disclosed in 2025, following the assessment of results by the CMRC. PSUs accrue dividend equivalent rights in the form of cash that is calculated based on the final assessment of the PSUs and ~~30 percent~~is paid if and when the underlying PSUs vest.

Stock Options (25 percent)

Named executives’ 2022 stock option awards become exercisable in equal installments on the ~~form of RSUs, with both types of units vesting~~first, second and settling in AIG Common Stock after the three-year performance period in January 2020. The award for our former Chief Executive Officer, Mr. Hancock, was 50 percent in the form of PSUs and 50 percent in the form of RSUs. Earned PSUs can range from 0 to 200 percentthird anniversaries of the ~~target PSU~~date of grant, subject to ~~achievement~~continued service through each vesting date. All stock options are granted with an exercise price equal to the closing price of ~~pre-established Company-wide performance metrics over~~ the ~~three-year period, as described below,~~underlying shares on the grant date and ~~RSUs vest~~are subject to ~~continued employment through~~a ten-year term. We view stock options as performance-based compensation as the ~~three-year period. Grants are made pursuant to~~value of a stock option is impacted by the price of AIG ~~Long Term Incentive Plan (the LTI Plan).~~common stock at the time of vesting.

~~For 2017, as with our 2016~~Mr. Hogan's 2022 long-term incentive program, PSUs are earned based on achieving relative TSR to align with our business strategy and evaluate long-term performance relative to peers. To protect against excessive risk-taking, the TSR metric is balanced by using relative OAS as a gating metric. OAS is a measurement of the spread of a fixed income security’s return and the risk-free rate of return, which is adjusted to take into account embeddedaward did not include stock options. ~~Relative OAS acts as a measure of our relative creditworthiness and serves only as a gating metric such that, if our relative OAS percentile is below the 20~~th ~~percentile of our peer group, the payout level resulting from the relative TSR score is reduced by half.~~

Restricted Stock Units (25 percent)

~~TABLE OF CONTENTS~~

The table below summarizes the performance metrics used for the 2017 to 2019 performance period. Earned awards are based 100 percent on relative TSR, which is targeted at median. Actual performance below threshold will result in a 0 percent payout. Relative OAS acts as a gating metric to protect against excessive risk-taking and will reduce the payout level (if any) resulting from the relative TSR score in half if our relative OAS percentile is below the 20th ~~percentile of the peer group. Results will be certified by the Committee in the first quarter of 2020.~~

~~Metric~~

~~Weighting~~

~~Threshold~~

~~Target~~

~~Maximum~~

~~Relative TSR~~

~~100%~~

25th ~~percentile~~

50th ~~percentile~~

75th ~~percentile~~

~~Relative OAS~~

~~Acts as a gating metric:~~
~~If OAS percentile is less than 20~~th ~~percentile~~
~~of peer group, the payout level is reduced by half.~~

~~Payout:~~

~~50%~~

~~100%~~

~~200%~~

For the 2017 to 2019 performance period, TSR is measured relative to the 18 peers noted in the table below. Relative OAS is also measured against these peers, excluding AEGON, N.V., Allianz Group, AXA Group, Prudential plc, The Travelers Companies, Inc., Tokio Marine Holdings, Inc. and Zurich Financial Services AG because these companies do not have USD-denominated senior unsecured debt outstanding.

~~Peers~~
~~AEGON, N.V.~~ ~~Allianz Group~~ ~~AXA Group~~ ~~Chubb Limited~~ ~~CNA Financial Corporation~~ ~~Hartford Financial Services Group Inc.~~	~~Lincoln National Corporation~~ ~~Manulife Financial Corporation~~ ~~MetLife, Inc.~~ ~~Principal Financial Group, Inc.~~ ~~Prudential Financial, Inc.~~ ~~Prudential plc~~	~~Swiss Re Group~~ ~~The Travelers Companies, Inc.~~ ~~Tokio Marine Holdings, Inc.~~ ~~Voya Financial, Inc.~~ ~~XL Group Ltd.~~ ~~Zurich Financial Services AG~~
The peer group above, which is the same group as for our 2016 long-term incentive awards, includes public companies against which AIG benchmarks financial performance and competes for market share and talent. For each company in the peer group, TSR will be measured by (1) the sum of (a) the company’s adjusted share price at the end of the performance period minus the company’s adjusted share price at the beginning of the performance period (in each case, as reported by Bloomberg, adjusted for stock dividend distributions and stock splits and using a 30-day period prior to quarter close for the beginning and end of the performance period) plus (b) non-stock dividends declared during the performance period and reinvested in the company’s shares on the ex-dividend date, divided by (2) the company’s adjusted share price at the beginning of the performance period (as reported by Bloomberg, adjusted for stock dividend distributions and stock splits and using a 30-day period prior to quarter close for the beginning of the performance period).
For AIG and each company in the peer group that have USD-denominated senior unsecured debt outstanding, OAS will be measured based on the OAS for each company as reported by Bloomberg, and AIG’s relative OAS percentile will be determined by the average monthly AIG OAS percentile, as compared to the peer group, over the three-year performance period.

~~Any earned PSUs and~~Named executives’ 2022 RSUs will vest in ~~January 2020~~equal installments on the first, second and third anniversaries of the date of grant, subject to continued service through each vesting date, and will be settled in AIG ~~Common Stock. Dividend~~common stock. RSUs accrue dividend equivalent rights in the form of ~~additional PSUs~~cash that is paid if and when the underlying RSUs ~~also accrue commencing with~~vest.

2022 Special Awards

The CMRC believes that it is important to recognize key leaders when they provide outsized performance to drive AIG’s success.

Recognition Awards

In the first ~~dividend record~~quarter of 2022, the CMRC considered the instrumental role that Ms. Fato and Mr. Hogan played in our progress on key transformative initiatives, including achievement to date of significant run-rate cost savings under AIG ~~Common Stock following~~200 and significant progress on preparing for the separation of our Life and Retirement business from AIG. Among other significant achievements, Ms. Fato’s and Mr. Hogan’s efforts resulted in the sale of a 9.9 percent stake in our Life and Retirement business to Blackstone for $2.2 billion. In recognition of these exceptional contributions to AIG, the CMRC granted recognition RSU awards to Ms. Fato in the amount of $3 million and Mr. Hogan in the amount of $1 million. These recognition RSUs vest ratably in thirds on the first, second and third anniversaries of the grant date, ~~are~~ subject to each individual’s continued service through each vesting date. Mr. Hogan’s AIG RSUs were converted to RSUs of Corebridge upon the ~~same vesting,~~Corebridge IPO.

The CMRC will continue to ensure that special awards are used in a targeted manner to recognize contributions to transformative projects, outsized performance, role expansion, retention concerns or other extraordinary matters that may arise.

Zaffino Special RSU Grant

In 2022, the Board undertook a comprehensive review of AIG’s employment and compensation arrangements with Mr. Zaffino and, in light of his exemplary leadership, unique financial, technical and operational capabilities and his track record of delivering outperforming results, the ~~case~~Board approved AIG’s entry into a five-year employment agreement with Mr. Zaffino, securing his employment as AIG’s CEO through November 2027. In addition to the employment agreement, the Board approved a special grant to Mr. Zaffino in the form of ~~PSUs, performance conditions, as the underlying~~restricted stock units and are paid when such related earned shares (if any) are delivered. The number of additional PSUs and RSUs earned at any such time will be equal to (i) the cash dividend amount per share of AIG Common Stock times (ii) the number of PSUs and RSUs covered by the award (and, unless otherwise determined by AIG, any dividend equivalent units previously credited under the award) that have not been previously settled through the delivery of shares (or cash) prior to such date, divided by the fair markethaving a grant value of $50,000,000. See “—2022 CEO Five-Year Employment Agreement” for a ~~share~~description of ~~AIG Common Stock on the applicable dividend record date.~~Mr. Zaffino’s five-year employment agreement and corresponding RSU grant.

~~Adjudication~~

54AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

Assessment of ~~2015 Long-Term Incentive Awards~~2020 Performance Share Units

The three-year performance period for ~~our 2015 long-term incentive awards~~the 2020 PSUs ended on December 31, ~~2017,~~2022. These awards were subject to three performance metrics, including a relative TSR modifier:



Relative Tangible Book Value Per Common Share (TBVPS)* 80%	+	AIG 200 Cumulative Run-rate Net GOE Savings* 20%



Relative TSR (Modifier) (+/- 10%)

Relative Tangible Book Value Per Common Share* - Payout vs Rank

nRelative Tangible Book Value Per Common Share* measured against separate General Insurance and Life and Retirement peer groups, with each group assessed over three one-year periods and a combined three-year performance period

—Results are based on a weighted average of 60 percent for the ~~Committee assessed~~General Insurance peer group and 40 percent for the Life and Retirement peer group

—Final score reflects three-year performance, but not less than the average annual performance scores

—Payout in respect of this metric is capped at 75 percent of target if AIG ranks 8th on three or more of the six one-year periods

nAIG 200 Cumulative Run-rate Net GOE Savings*

—AIG 200 Cumulative Run-rate Net GOE Savings* is measured on an annual basis, with 2020 and 2021 eligible for a maximum payout of 150 percent and 2022 eligible for a maximum payout of 200 percent

—Final payout, which is eligible to be a maximum of 200 percent, is based on three-year AIG 200 Cumulative Run-rate Net GOE Savings*, but shall not be less than the sum of the annual payouts

—If three-year AIG 200 Cumulative Run-rate Net GOE Savings* is below threshold in 2022 ($700M), final payout is capped at 75 percent

nTotal Shareholder Return relative to a single peer group comprising 19 companies from the date of grant through December 31, 2022

—A modifier is applied if AIG ranks in the top quartile (+10 percent) and in the bottom quartile (-10 percent)

Peer groups for the 2020 PSU program for Relative Tangible Book Value Per Common Share* and Relative TSR are as follows:



Relative TBVPS* Peer Groups

General Insurance 1.Chubb Limited 2.CNA Financial Corporation 3.The Hartford Financial Services Group, Inc. 4.Markel Corporation 5.Tokio Marine Holdings, Inc. 6.The Travelers Companies, Inc. 7.W.R. Berkley Corporation	Life and Retirement 1.Brighthouse Financial, Inc. 2.Lincoln National Corporation 3.MetLife, Inc. 4.Principal Financial Group, Inc. 5.Prudential Financial, Inc. 6.Prudential plc 7.Voya Financial, Inc.	Composite Insurers 1.Allianz SE 2.AXA S.A. 3.Munich Re Group 4.Swiss Re Ltd 5.Zurich Insurance Group Ltd.
Relative TSR Peer Group

AIG 2023 PROXY STATEMENT55

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

In the first quarter ~~2018~~of 2023, the CMRC assessed performance over the three-year performance period and certified the results ~~which are shown~~as set forth below in the following table. ~~The metrics for 2015 long-term incentive awards, which were 100 percent~~In addition, the CMRC determined that our Relative TSR over the performance period ranked in the ~~form~~top quartile of ~~PSUs, comprised relative TSR (weighted 75 percent) and relative final credit default swap (CDS) spread (weighted 25 percent),~~our peers, resulting in ~~each case measured relative~~a +10 percent performance adjustment.

Performance Goal (% Payout)

Actual Performance

Earned Performance (% Payout)

Performance Metric

Threshold

(50%)

Target

(100%)

Stretch

(150%)

Maximum

(200%)

FY’20A

FY’21A

FY’22A

FY’20A

FY’21A

FY’22A

Payout

(Weighted)

Relative TBVPS*
(Annual and Cumulative Three-Year Growth Relative to Peers)

7th place

4th or 5th place

3rd place

1st place

General Insurance: 7th place (50%)

General Insurance: 5th place (100%)

General Insurance: 2nd place (175%)

70%

130%

165%

L&R: 5th place (100%)

L&R: 2nd place (175%)

L&R: 3rd place (150%)

AIG 200 Cumulative Run-rate Net GOE Savings*
(Annual and Three-Year Cumulative Run-rate Savings)

2020
$150M

2020
$200M

2020
$300M

2020
N/A

FY’20A
$400M

FY’21A
~$810M

FY’22A
~$1,055M

150%

164%

155%

2021
$350M

2021
$450M

2021
$600M

2021
N/A

2022
$700M

2022
$850M

2022
$1.0B

2022
$1.2B

Total:

163%

PSU awards subject to +10 percent modifier based on first quartile TSR performance relative to peers, resulting in an adjusted score of 179 percent

Relative TBVPS*
(Weighted 80%)
165%

AIG 200 Cumulative Run-rate Net GOE Savings*
(Weighted 20%)
155%

Outcome of 2020 Performance Metrics
163%

Three-Year Relative TSR Modifier

+ 10% modifier applied to the outcome of the 2020 performance metrics based on AIG's TSR top quartile rank among the TSR peer group

+16%

Final PSU Performance Payout

179%

* We make adjustments to ~~a peer group. As shown in the table,~~U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our ~~TSR relative to the peers was below threshold and 75 percent of awards were not earned:~~

audited financial statements.

4256AIG 2023 PROXY STATEMENT

Compensation Discussion and Analysis 2022 Compensation Decisions and Outcomes

~~TABLE OF CONTENTS~~Indirect Elements of Compensation

Performance Metric Threshold Target Maximum Actual %
Achieved Weighting %
Achieved
(Weighted)
Relative TSR
25th
percentile

55th
percentile

75th
percentile

16th
percentile
0% 75% 0%
Relative Final CDS
Spread
5th
percentile

20th to 80th
percentile

95th
percentile

40th
percentile
100% 25% 25%
Payout: 50% 100% 150% 25%

~~One-third~~AIG provides named executives with a limited number of ~~the earned PSUs settled in shares of AIG Common Stock in the first quarter of 2018. The remaining two-thirds of earned PSUs will vest one-third each in January 2019~~benefits and ~~2020 and be settled in AIG Common Stock.~~perquisites. These programs are generally aligned with those available to our other employees.

~~2017 Compensation Structure—Indirect Compensation Components~~

Welfare and ~~Other Indirect Benefits.~~ ~~AIG’s senior~~Insurance Benefits

Named executives generally participate in the same broad-based health, life and disability benefit programs as AIG’s other employees.

Retirement ~~Benefits.~~Benefits

AIG provides retirement benefits to eligible ~~employees, including both defined contribution plans (such as 401(k) plans) and traditional pension plans (called defined benefit plans). These plans can be either tax-qualified or non-qualified.~~

~~AIG’s~~employees. The only ~~active defined contribution~~ plan ~~for the~~in which named executives actively participate is a tax-qualified 401(k) ~~plan, which is tax-qualified. The plan was amended effective January 1, 2012 to provide all~~plan. All participants, ~~with~~including named executives, receive contributions from AIG in the form of a match ofworth 100 percent of the first 6six percent of their eligible compensation ~~contributed~~ up to the Internal Revenue Service (IRS) compensation limit, ~~($270,000 for 2017). Accordingly, for the~~which in 2022 was $305,000. In accordance with this limit, named executives ~~in 2017, AIG matched a percentage~~received matching contributions of ~~their contributions to the 401(k) plan~~ up to ~~$16,200. Effective January 1, 2016,~~$18,300 in 2022. AIG also provides 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 IRS limits. ~~Our 401(k) plan is described in greater detail in “—2017 Compensation—Post-Employment Compensation.”~~

Perquisites

AIG does not have any active defined benefit plans. As of January 1, 2016, benefit accruals under the AIG Retirement Plan (the Qualified Retirement Plan) and the AIG Non-Qualified Retirement Income Plan (the Non-Qualified Retirement Plan) were frozen. Each of these plans provides for a benefit based on years of service and average final salary and also based on pay credits and interest credits. As a result of the January 1, 2016 freeze, the Qualified Retirement Plan and the Non-Qualified Retirement Plan were closedlimited perquisites to ~~new participants, and current participants no longer earn additional benefits (however, interest credits will continue~~employees, including named executives, to ~~be earned by participants under these plans). These plans and their benefits are described in greater detail in “—2017 Compensation—Post-Employment Compensation—Pension Benefits.”~~

~~Perquisites and Other Compensation.~~ To facilitate the performance of their management ~~responsibilities, AIG provides some employees, including~~responsibilities. These perquisites include the ~~named executives, with corporate aircraft usage (including by an executive’s spouse when traveling with the executive on business travel),~~ use of ~~company~~Company pool cars and drivers, ~~or parking,~~ legal services and an annual cash perquisite allowance of $35,000 to enable named executives to cover costs associated with financial and estate planning. For 2023, the CMRC eliminated the annual cash perquisite allowance of $35,000 and ~~tax~~named executives are now offered financial planning ~~and other benefits categorized as “perquisites” or “other” compensation under the SEC rules.~~ services through a third-party service provider.

The ~~Committee also approved~~CMRC requires the use of ~~AIG-owned~~AIG-provided corporate aircraft and ~~corporate aircraft owned by a third-party vendor~~other transportation by our ~~Chief Executive Officer~~Chairman and CEO for business and personal travel, ~~and~~with an allowance ~~of such travel~~ of up to $195,000 per ~~year. Our Chief Executive Officer is required to reimburse to AIG~~year for any flights taken on the ~~cost of using such~~ corporate aircraft for personal use. Any use for personal travel beyond the ~~$195,000 per year allowance. The calculation~~allowance must be reimbursed to AIG. Use of the ~~cost of the Chief Executive Officer’s personal~~ corporate aircraft ~~usage is based on the aggregate incremental cost to AIG of the~~by senior executives for personal travel ~~which may include,~~is generally prohibited.

Termination Practices and Policies

In line with peers, AIG maintains a severance plan for ~~AIG-owned corporate aircraft, direct operating cost~~the benefit of the aircraft, including fuel, additives and lubricants, maintenance, airport fees and assessments, crew expenses and in-flight supplies and catering, 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.

~~Termination Benefits and Policies.~~ ~~AIG provides severance benefits to~~ its named executives to offer competitive total compensation packages, ensure ~~executives’ ongoing~~ retention when considering potential transactions that may create uncertainty as to their future employment with AIG and to enable AIG to obtain a release of employment-related claims.

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~~In 2012,~~ The following table describes the Committee established the 2012 Executive Severance Plan (the 2012 ESP), which replaced AIG’s prior Executive Severance Plan established in March 2008. The 2012 ESP extends to AIG executives in grade level 27 or above, including the named executives, and other executives who participated in the prior plan. For purposes of the 2012 ESP, a participant’s grade level is the highest level at which he or she was employed at any time in the 12 months immediately prior to the qualifying termination.

~~The 2012 ESP provides for~~ severance payments and benefits ~~upon~~provided under AIG's Executive Severance Plan.


Qualifying Termination			nFor all named executives, termination by AIG without “Cause” nFor all named executives, termination by named executive for “Good Reason,” including for qualifying executives after a “Change in Control”
Severance Payment (without Cause or for Good Reason)			nPre-determined multiplier applied to: —Salary —Three-year average of actual STI payments nSeverance multiple is 1.0 or 1.5 depending on an executive’s grade nSeverance multiple increases to 1.5 or 2.0 for a qualifying termination within two years following a Change in Control

See “2022 Executive Compensation—Potential Payments on Termination” for more information on AIG’s termination benefits and policies, including a ~~termination by AIG without “cause” or if a qualifying executive terminates for “good reason,” including, for qualifying executives, after a “change in control.” In~~description of the ~~event of~~potential severance payments and benefits payable to Mr. Zaffino upon a qualifying termination ~~a participant~~of employment.

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Compensation Discussion and Analysis 2023 Compensation Program Design and Decisions

2023 Compensation Program Design and Decisions

The CMRC approved AIG’s 2023 STI and LTI programs during the first quarter of 2023.

2023 Short-Term Incentive Program Structure

The design of our 2023 STI program is ~~generally eligible to receive severance in an amount equal~~similar to the ~~product~~2022 program's framework. STI awards for our named executives in 2023 will be based on a combination of a ~~multiplier times the sum of salary~~quantitative Business Performance Score and ~~three-year-average annual incentives.~~Individual Performance Score. The multiplier is either 1 or 1.5 depending on the executive’s grade level and increases to 1.5 or 2 for qualifying terminations within two years following a Change in Control. If a qualifying termination occurs within twelve months after a participant experiences a reduction in his or her base salary or annual short-term incentive opportunity, the severance paymentBusiness Performance Score will be based on performance against empirical and quantitative metrics assigned to the business unit relevant to each of our named executives.

nThe Corporate Business Performance Score will be based on (1) a weighted average of the Business Performance Scores for General Insurance (80 percent) and Life and Retirement* (20 percent), assessed as described below; (2) Growth in Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share**; (3) growth in Adjusted ROCE**; and (4) improvement in AIG parent company expenses.

nThe General Insurance Business Performance Score will be based on (1) AYCR, ex-CATs**; (2) Calendar Year Combined Ratio; and (3) Growth in Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share**.

nThe Life and Retirement* Business Performance Score will be based on (1) Normalized Adjusted ROAE**; (2) Normalized GOE**; and (3) growth in reported Diluted Normalized Adjusted After-Tax Operating Income Attributable to Common Shareholders (AATOI) per Share**. These performance metrics are aligned to AIG’s 2023 strategic business objectives.

2023 Long-Term Incentive Program Structure

The 2023 LTI awards granted to Messrs. Zaffino and Fitzsimons are comprised of 75 percent PSUs and 25 percent stock options. The LTI grants for our other named executives, except for Mr. Hogan, are comprised of a mix of 50 percent PSUs, 25 percent RSUs and 25 percent stock options. Mr. Hogan received LTI grants comprised of 50 percent AIG PSUs and 50 percent in Corebridge equity (25 percent RSUs and 25 percent stock options).

The PSUs issued to our named executives in connection with our 2023 LTI program will continue to be subject to a three-year time horizon, with cliff vesting on January 1, 2026, and will be earned based on performance on four metrics over the three-year performance period:

nAnnual Improvement to AYCR, ex-CATs** calculated as ~~if the qualifying termination occurred immediately prior to the reduction. In any event, executives in grade level 27 or above who participated~~a consecutive average annual improvement against each year in the ~~prior plan, which includes Messrs. Hancock, Sankaran and Schimek, may not receive less than the severance they would have received under the prior plan.~~performance period (weighted 25 percent)

~~Leadership and Strategic Change~~

~~President and Chief Executive Officer.~~ ~~Pursuant to his May 14, 2017 offer letter, Mr. Duperreault was granted a one-time, sign-on award of stock options to purchase 1,500,000 shares~~nAchievement of AIG ~~Common Stock with an exercise price equal~~parent company expense targets (weighted 25 percent)

nCumulative Diluted Normalized AATI Attributable to ~~$61.82, the closing price per share of~~ AIG Common ~~Stock on the grant date, the day Mr. Duperreault’s appointment was announced.~~

~~Two-thirds of the stock options will vest only if AIG’s stock price increases significantly~~Shareholders Per Share** growth over the ~~closing price~~three-year performance period (weighted 30 percent)

nTSR over the three-year performance period relative to a group of ~~our common stock on May 12, 2017, the last trading day before Mr. Duperreault joined AIG, and the remaining one-third will vest subject to Mr. Duperreault’s continued service.~~ General Insurance peer companies (weighted 20 percent).

All of these metrics include clearly defined goals associated with the ~~options will only have value if~~achievement of “threshold,” “target,” “stretch,” and “maximum,” and are aligned to AIG’s stock price increases from the date Mr. Duperreault joined AIG and have a seven-year term, which is shorter than the market standard and provides a concentrated window for share price improvement. The Committee believes this award properly motivates Mr. Duperreault to create sustainable, profitable growth for AIG, aligning his interests with those of our shareholders.strategic objectives.

The stock options ~~vest as follows:~~

•

~~Stock options for 500,000 shares~~and RSUs issued to our named executives in connection with our 2023 LTI program will vest ratably in ~~equal, annual installments~~thirds on ~~each of~~ the first, ~~three~~second and third anniversaries of the grant date, ~~(the Time-Vesting Options);~~

•

Stock options for 300,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $10.00 over $60.99, but in no event will these stock options vest faster than in equal, annual installments onsubject to each ~~of the first three anniversaries of the grant date (the $10 Performance Options);~~

•

~~Stock options for 300,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $20.00 over $60.99; and~~

•

~~Stock options for 400,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $30.00 over $60.99.~~

Pursuant to a Stock Option Award Agreement, if Mr. Duperreault is terminated for “cause” by AIG, all of his stock options, whether vested or unvested, will immediately terminate and be forfeited. If Mr. Duperreault is terminated by AIG without “cause” or resigns for “good reason,” any vested stock options will remain exercisable for three years after his termination, any unvested Time-Vesting Options will vest and remain exercisable for three years after his termination, and any other unvested stock options will continue to be eligible to vest based on stock performance and remain exercisable for three years after his termination (and the $10 Performance Options will be deemed to have attained their three-year anniversary time-vesting requirement). In no event will any stock options remain exercisable after May 15, 2024, the initial seven-year expirationnamed executive’s continued service through each vesting date.

~~Under his Stock Option Award Agreement, Mr. Duperreault agreed~~* Life and Retirement represents the Life and Retirement segment plus components of Other Operations.

** We make adjustments to perpetual non-disparagement and confidentiality covenants and to a non-solicitation covenant that applies during his employment and for a period of one year following his termination. All bonuses and equity-based awards granted to Mr. Duperreault are subject to our clawback policy.

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Also pursuant to his offer letter, Mr. Duperreault was paid a one-time, make-whole cash award of $12 million as compensation for unvested equity awards from his former employer forfeited by him in connection with his appointment as President and Chief Executive Officer. Other than this one-time make-whole cash payment and the stock option award described above, Mr. Duperreault does not have any special employment arrangements with us.

~~Executive Vice President—General Insurance and Global Chief Operating Officer.~~ Mr. Zaffino joined AIG in July 2017 and leads our recently reorganized General Insurance business in addition to serving as our Global Chief Operating Officer. Pursuant to his July 3, 2017 offer letter and in consideration of compensation foregone from his former employer, Mr. Zaffino was granted a one-time sign-on award of stock options and cash having a combined target value of $15 million. The portion of the sign-on award in the form of stock options was a grant of options to purchase 1,000,000 shares of AIG Common Stock with an exercise price equal to $64.53, the closing price per share of AIG Common Stock on the grant date.

As described below, two-thirds of the stock options will vest only if AIG’s stock price increases significantly over the closing price of our common stock on the grant date, and the remaining one-third will vest subject to Mr. Zaffino’s continued service. All of the options will only have value if AIG’s stock price increases from the date of grant and have a seven-year term, which is shorter than the market standard and provides a concentrated window for share price improvement. The Committee believes this award properly motivates Mr. Zaffino to create sustainable, profitable growth for AIG, aligning his interests with those of our shareholders.

~~The stock options will vest as follows:~~

•

~~Stock options for 333,000 shares will vest in equal, annual installments on each of the first three anniversaries of the grant date (the Time-Vesting Options);~~

•

Stock options for 200,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $10.00 over $64.53, 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 $10 Performance Options);

•

~~Stock options for 200,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $20.00 over $64.53; and~~

•

~~Stock options for 267,000 shares will vest only if, for twenty consecutive trading days, the closing price per share of AIG Common Stock is at least $30.00 over $64.53.~~

Pursuant to a Stock Option Award Agreement, if Mr. Zaffino is terminated for “cause” by AIG, all of his stock options, whether vested or unvested, will immediately terminate and be forfeited. If Mr. Zaffino is terminated by AIG without “cause” or resigns for “good reason,” any vested stock options will remain exercisable for three years after his termination, any unvested Time-Vesting Options will vest and be exercisable for three years after his termination, and any other unvested stock options will continue to be eligible to vest based on stock performance and become exercisable for three years after his termination (and the $10 Performance Options will be deemed to have attained the three-year anniversary time-vesting requirement). In no event will any stock options remain exercisable after July 24, 2024, the initial seven-year expiration date.

The remainder of Mr. Zaffino’s sign-on award in the amount of $4,793,733 (representing $15 million minus the grant date fair value of the stock options described above) was a cash award, fifty percent of which was paid in February 2018. The remaining fifty percent will be paid in January 2019, subject to Mr. Zaffino’s continued employment.

Mr. Zaffino also entered into a non-solicitation and non-disclosure agreement, pursuant to which he agreed to perpetual non-disparagement and confidentiality covenants and to a non-solicitation covenant that applies during his employment and for a period of one year following his termination. All bonuses and equity-based awards granted to Mr. Zaffino are subject to our clawback policy.

~~Transition RSU Awards.~~ In March 2017, in connection with the announcement of Mr. Hancock’s resignation, in order to promote stability during the search for, and transition to, a new Chief Executive Officer, the Committee made one-time grants of RSUs to members of our Executive Leadership Team at that time. The awards were aimed to retain leaders in critical positions in a period of uncertainty to facilitate a successful transition and foster the implementation and execution of any change in strategic vision for AIG following appointment of new

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leadership. Members of our Executive Leadership Team at that time, including Messrs. Sankaran, Dachille, Hogan, Schimek and Solmssen, each received a grant of RSUs made under the LTI Plan, equal to one times his or her 2017 annual target total direct compensation. The grants were made entirely in the form of stock units to align with AIG performance and have no interim delivery before two years, which the Committee believes is an appropriate timeframe by which any period of transition will have occurred. The awards vest subject to the participant’s continued employment through the two-year period (or the participant’s earlier termination without cause) and are not eligible for qualifying resignation or retirement treatment under the LTI Plan.

~~Named Executive Officers who Separated in 2017~~

~~Mr. Hancock.~~ In March 2017, AIG announced Mr. Hancock’s intention to resign as our President and Chief Executive Officer. Following the announcement, we began a comprehensive search for a successor and entered into an agreement with Mr. Hancock providing for his service throughout 2017 until a successor was named. Mr. Hancock separated from AIG on May 14, 2017 when Mr. Duperreault, our new President, Chief Executive Officer and director, was appointed. Pursuant to his Transition Agreement entered into with AIG on March 17, 2017, Mr. Hancock participated in our 2017 annual compensation structure for our Executive Leadership Team, and, upon his separation, received a lump sum payment of $5 million for his service through the transition to our new President and Chief Executive Officer, the duration of which was unknown at the time, providing stability in an uncertain period for AIG. Mr. Hancock did not receive any additional benefits under the Transition Agreement, other than those to which he was already entitled. Mr. Hancock’s severance benefits were fixed as of the March 2017 announcement, and upon his separation Mr. Hancock received benefits consistent with a termination without cause under the 2012 ESP. Accordingly, pursuant to the 2012 ESP, as a participant in the prior ESP plan, Mr. Hancock received a lump sum severance payment of $9,528,890 and was entitled to continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), a $40,000 payment that may be applied toward continued health coverage and life insurance, outplacement services and one year of additional age and serviceU.S. GAAP financial measures for purposes of ~~determining eligibility~~this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

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Compensation Discussion and Analysis 2023 Compensation Program Design and Decisions

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 nClawback Policy nStock ownership requirements nAnti-hedging and pledging policy

Compensation Risk Review



In September 2022, 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 79 active plans for performance year 2021.			All incentive plans with payouts to active employees rated as low residual risk

ERM conducts an annual risk assessment of AIG’s incentive plans and assigns a rating of low, medium or high risk to ~~participate~~each plan that considers certain objectives and criteria, including:

nWhether the design of the plan may encourage excessive or unnecessary risk-taking

nWhether the plan has appropriate safeguards in ~~any AIG retiree medical plan. In addition, Mr. Hancock was entitled~~place to ~~one year of additional service credit~~discourage fraudulent behavior

nWhether the plan incorporates appropriate risk mitigants, including deferrals, clawback conditions and credit for additional age solely for purposes of determining vesting and eligibility for retirement, including early retirement, under the Non-Qualified Retirement Plan. Mr. Hancock was not vested in or eligible for early retirement benefits under the Non-Qualified Retirement Plan upon his separation. Mr. Hancock forfeited these benefits upon his separation from AIG. Mr. Hancock electedcapped payouts to ~~receive his early retirement benefits under the Qualified Retirement Plan effective March 1, 2018. Mr. Hancock’s separation benefits, including the treatment of his outstanding long-term~~reduce risk

nWhether incentive awards are ~~discussed further in “—2017 Compensation—Potential Payments~~based on ~~Termination—Quantification of Termination Payments~~pre-established performance goals, including risk-adjusted metrics

ERM's 2022 assessment included all active incentive sales plans and ~~Benefits.”~~

~~Upon his separation, Mr. Hancock entered into a Release~~concluded that the plans promote ownership and ~~Restrictive Covenant Agreement~~accountability and deter excessive risk-taking, and rated all plans with ~~AIG in which he agreed~~payouts to ~~one-year non-solicitation, six-month non-competition, perpetual non-disparagement and confidentiality covenants and a release of claims in favor of AIG.~~

~~Mr. Schimek.~~ Mr. Schimek separated from AIG on October 31, 2017 and entered into a Release Agreement and Restrictive Covenant Agreement (Release Agreement) with AIG. Mr. Schimek received no additional benefits under the Release Agreement, other than those he was already entitled to,active employees as described herein. Under the Release Agreement, pursuant to the 2012 ESP, Mr. Schimek was entitled to termination without cause benefits as a participant in the prior plan. Accordingly, Mr. Schimek received a lump sum severance payment of $4,618,111 and was entitled to continued health coverage under COBRA, a $40,000 payment that may be applied toward continued health coverage and life insurance, outplacement services and one year of additional age and service for purposes of determining eligibility to participate in any AIG retiree medical plan. Mr. Schimek was not vested in or eligible for early retirement benefits under the Non-Qualified Retirement Plan upon his separation. Mr. Schimek forfeited these benefits upon his separation from AIG. Mr. Schimek elected to receive his early retirement benefits under the Qualified Retirement Plan effective April 1, 2018. Mr. Schimek’s separation benefits, including the treatment of his outstanding long-term incentive awards, are discussed further in “—2017 Compensation—Potential Payments on Termination—Quantification of Termination Payments and Benefits.”

In the Release Agreement, Mr. Schimek agreed to one-year non-solicitation, six-month non-competition, perpetual non-disparagement and confidentiality covenants and a release of claims in favor of AIG.

~~Mr. Solmssen.~~ ~~Mr. Solmssen separated from AIG on October 16, 2017 and entered into a Release Agreement with AIG. Mr. Solmssen received no additional benefits under the Release Agreement, other than~~

"low" risk.

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those he was already entitled to, as described herein. Under the Release Agreement, pursuant to the 2012 ESP, Mr. Solmssen was entitled to termination without cause benefits. Accordingly, Mr. Solmssen received a lump sum severance payment of $4,050,000 and was entitled to continued health coverage under COBRA, a $40,000 payment that may be applied toward continued health coverage and life insurance, outplacement services and one year of additional age and service for purposes of determining eligibility to participate in any AIG retiree medical plan. Mr. Solmssen’s separation benefits, including the treatment of his outstanding long-term incentive awards, are discussed further in “—2017 Compensation—Potential Payments on Termination—Quantification of Termination Payments and Benefits.”

In the Release Agreement, Mr. Solmssen agreed to one-year non-solicitation, six-month non-competition, perpetual non-disparagement and confidentiality covenants and a release of claims in favor of AIG.

~~Process for Compensation Decisions~~

~~Role of the Committee.~~ The Committee determines and approves the compensation of AIG’s Chief Executive Officer, and the Board approves or ratifies the amounts to be awarded to him. After considering the recommendation of AIG’s Chief Executive Officer, the Committee also approves the compensation of other key employees under its purview, which includes all of the other named executives. The Committee also makes recommendations to the Board with respect to AIG’s compensation programs for other key employees and oversees AIG’s management development and succession planning programs. Attendance at Committee meetings generally includes members of the executive team as appropriate, including representatives from internal legal and human resources, outside counsel, and the Committee’s independent consultant.

~~Consultants.~~ To provide independent advice, the Committee has used the services of Frederic W. Cook & Co. (FW Cook) since 2005. A senior consultant of FW Cook regularly attends the Committee’s meetings and is instructed to provide independent, analytical and evaluative advice about AIG’s compensation programs for senior executives, including views of how the program and proposals compare to market practices in financial services and general industry and to “best practices.” FW Cook responds on a regular basis to questions from the Committee and the Committee’s other advisors, providing its opinions with respect to the design and implementation of current or proposed compensation programs, including the 2017 executive compensation structure. FW Cook also participated in the Committee meeting in which the compensation risk assessment discussed under “—Report of the Compensation and Management Resources Committee—Risk and Compensation Plans” was conducted and previously advised that the process was thorough and well designed. In compliance with SEC and NYSE rules, in February 2017 and February 2018, the Committee reviewed various items related to FW Cook’s relationship to AIG, the members of the Committee and AIG’s executive officers. The Committee confirmed that neither FW Cook nor any of its affiliates provides any other services to AIG or its management except with respect to director compensation, and that FW Cook had no business or personal relationship with any member of the Committee or executive officer that raised a conflict of interest with respect to FW Cook’s work for the AIG Board. The Committee 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 Committee determined that FW Cook is independent and that its work has not raised any conflict of interest.

In 2017, the Committee also considered materials prepared by Johnson Associates related to market compensation levels. Johnson Associates was engaged by AIG to assist with this work. In particular, Johnson Associates prepared reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions with respect to positions within the Committee’s purview. The Committee performed a review of Johnson Associates’ services similar to the review of FW Cook described above. The Committee noted that FW Cook reviewed the reports prepared by Johnson Associates prior to consideration by the Committee and determined that this appropriately addressed any conflict of interest raised by Johnson Associates’ work or business relationship with AIG.

~~Consideration of Shareholder Feedback.~~ The Committee values feedback from AIG’s shareholders, including the feedback received through our say-on-pay advisory vote. Since 2010, AIG has held an annual say-on-pay advisory vote. In the most recent advisory vote, approximately 98 percent of the votes cast by shareholders were in favor of the 2016 compensation of our named executives as disclosed in our 2017 Proxy Statement. While the Committee believes this level of approval indicates strong support for our compensation program philosophy, goals and structure, we remain committed to periodic shareholder engagement to gather

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input on AIG’s executive compensation program and other practices. Feedback from our shareholders is communicated directly to our directors and helps inform Committee and Board discussions. Going forward, shareholders’ views will continue to serve as a valuable resource for the Committee, especially as it continues to focus on aligning our executive compensation program with AIG’s evolving business strategy.

~~Consideration of Competitive Compensation Levels.~~ In 2017, the Committee considered information from data disclosed in surveys, market practices and levels disclosed in proxy statements and employment contracts from a number of peer companies (Broad Data), as well as Johnson Associates’ benchmarks, which reflect proprietary data, third-party references and market impressions and judgment. The companies used in the Broad Data set were: Aetna, Inc., AFLAC, The Allstate Corporation, American Express Company, Ameriprise Financial, Inc., Bank of America Corporation, Bank of New York Mellon, BlackRock, Inc., Capital One Financial Corp., Chubb Group, CIGNA Corporation, Citigroup Inc., Hartford Financial Services, Invesco Ltd., JP Morgan Chase & Co., Lincoln National Corporation, Marsh & McLennan Companies, Inc., MetLife Inc., Principal Financial Group, Inc., Prudential Financial Inc., T. Rowe Price Group, Inc., The Travelers Companies Inc., U.S. Bancorp and Wells Fargo & Company.

~~Other Considerations~~

~~Clawback Policy.~~ ~~In 2013, the Committee adopted and implemented a comprehensive~~ Clawback Policy

The intent of this policy is to encourage sound risk management and individual ~~accountability.~~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.


Covered Employees			nAll executive officers nAny other employees as determined by the CMRC
Covered Compensation			nGenerally, includes any bonus, equity or equity-based award, or any other incentive compensation granted since 2013 nCompensation paid, and awards granted, while a covered employee is subject to this Clawback Policy
Triggering Events			nMaterial financial restatement nAward or receipt of covered compensation based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined nFailure of risk management, including a supervisory role or material violation of AIG’s risk policies nAn action or omission that results in material financial or reputational harm to AIG
CMRC Authority			nDetermining whether a triggering event has occurred nAbility to require forfeiture or repayment of all or any portion of any unpaid covered compensation or covered compensation paid in the 12 months preceding the triggering event —The 12-month time horizon will be extended to a longer period if required by any applicable statute or government regulation

No clawback actions were required in 2022 based on a review of material risk events as part of the annual risk review process. The Clawback Policy covers all executive officers and any other employee as determined by the Committee and applies to covered compensation for such executive officers and employees. Covered compensation generally includes any bonus, equity or equity-based award or other incentive compensation granted to an executive officer or employee while he or she is subject to the Policy, which includes our incentive awards since 2013. In the event that the Committee determines that a triggering event underCMRC will continually review the Clawback Policy ~~has occurred,~~to ensure it affords AIG the ~~Committee may require an executive officer or other covered employee~~appropriate protection and complies with the necessary standards. Accordingly, the CMRC will review the Clawback Policy in 2023 to ~~forfeit and/or repay all or~~assess compliance with new SEC and NYSE requirements, making any ~~portion~~changes as appropriate.

Stock Ownership Guidelines

The CMRC oversees the implementation of any unpaid covered compensation or covered compensation paid in the 12 months (or such longer period of time as required by any applicable statute or government regulation) preceding the event. Triggering events generally include a material financial restatement; the award or receipt of covered compensation based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined; a failure of risk management, including in a supervisory role, or material violation of AIG’s risk policies; and an action or omission that results in material financial or reputational harm to AIG.

~~Share Ownership Guidelines and Holding Requirements.~~ ~~AIG’s share~~stock ownership guidelines ~~establish levels of ownership of AIG Common Stock at five times salary for~~that apply to the Chief Executive Officer and ~~three times salary for other executive officers, which included the~~ other named executives, ~~during 2017. Until~~to further align their interests with those of shareholders and to provide a meaningful personal interest in sustainable value creation.


Ownership Threshold			nChief Executive Officer: five-times base salary nOther Executive Officers: three-times base salary
Counted Equity Interests			nStock owned outright by the officer or their spouse nStock-based awards that have vested but have not been delivered
Until Ownership Threshold is Reached			nRetention of 50 percent of the shares of AIG common stock received upon the exercise, vesting or payment of equity-based awards granted by AIG until ownership threshold level achieved
Post-Employment Requirement			nExecutive officers must continue to comply with the stock ownership guidelines, including the applicable retention requirements for six months after they cease to be an executive officer

All named executives are met, such employees are required to retain 50 percent of the shares of AIG Common Stock received upon the exercise, vesting or payment of certain equity-based awards granted by AIG. Shares held for purposes of the guidelines may includein compliance with our stock ~~owned outright by the officer or his or her spouse~~ownership guidelines.

Anti-Hedging and ~~earned but unvested share-based awards. In general, executive officers are required to comply with the guidelines until six months after they cease to be executive officers.~~Anti-Pledging Policies

~~No-Hedging and No-Pledging Policies.~~AIG’s Code of Conduct and Insider Trading Policy prohibit all employees, including the named executives, from engaging in hedging transactions with respect to any ~~of AIG’s~~AIG securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to an AIG compensation or benefit plan or dividend distribution, 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, ~~beginning in March 2018,~~ AIG’s Insider Trading Policy prohibits ~~all future pledging of AIG’s securities by~~ executive officers and ~~directors.~~directors from pledging AIG securities. None of AIG’s ~~current~~ executive officers or directors have pledged any ~~of AIG’s~~AIG securities.

~~Deductibility~~

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Compensation Discussion and Analysis Additional Information

Additional Information

Use of ~~Executive Compensation.~~ ~~Section 162(m) of the Code generally limits the tax deductibility of~~Non-GAAP Financial Metrics

Certain performance metrics and their associated goals used in AIG incentive plans that named executives participate in are “non-GAAP financial measures” under SEC rules. Appendix A explains how these measures are calculated from our audited financial statements.

Tax and Accounting Considerations

The CMRC sets named executive compensation in ~~excess of $1 million per year paid by a public company~~accordance with our compensation philosophy and continues to its “covered employees.” Prior to federal tax reform enacted in December 2017, Section 162(m) included an exception to this limitation on deductibility for qualifying “performance-based compensation” (as defined under applicable tax regulations). Under the new tax legislation, for taxable years beginning after December 31, 2017, there is no longer an exception to the deductibility limit for qualifying “performance-based compensation” (unless the compensation qualifies for certain transition relief under the rules, the scope of which is currently uncertain). Also under the new legislation, the definition of “covered employees” has been expanded to include a company’s chief financial officer, in addition to the chief executive officer and three other most highly paid executive officers, plus any individual who has been a “covered employee” in any taxable year beginning after December 31, 2016.

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At AIG’s 2013 Annual Meeting, our shareholders approved the AIG 2013 Omnibus Incentive Plan, which is designed to allow for the issuance of awards that satisfy the “performance-based compensation” exception under Section 162(m), and our short- and long-term incentives awarded to covered employees in 2017, as in prior years, were intended to qualify for this exception.

Accordingly, separate from determining 2017 short- and long-term incentive opportunities, in the first quarter of 2017, the Committee established performance criteria and set two percent of Normalized Adjusted After-Tax Income, as defined in Appendix A, as the Section 162(m) compliant maximum for 2017 short- and long-term incentives awarded to each individual covered employee, including the named executives. This limit does not serve as a basis for the Committee’s compensation decisions for our named executives, but rather provides for the maximum amount of tax deductible 2017 short- and long-term incentive compensation that the Committee can award to the covered employee, with the Committee retaining the discretion to pay less than the maximum. Once the maximum amount is established, the qualifying performance-based compensation for each covered employee is delivered through the 2017 short-term incentive and long-term incentive programs. If the total amount earned under these programs is less than the maximum deductible amount, the Committee will pay only the amount earned.

The Committee retains the ability to pay compensation that exceeds $1 million and does not constitute qualifying performance-based compensation when it determines that such payments are in the best interests of AIG and our shareholders. The Committee believesbelieve that retaining, ~~the flexibility to attract, retain~~attracting and ~~motivate~~motivating our employees with a compensation program that supports long-term value creation ~~even though some compensation awards may not be tax-deductible,~~ is in the best interests of our shareholders.

~~Non-GAAP Financial Measures~~

~~Certain~~ 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 2022 generally will not be deductible for federal income tax purposes under Section 162(m) of the ~~operating performance measurements used by AIG management are “non-GAAP financial measures” under SEC rules and regulations. See Appendix A for an explanation~~Internal Revenue Code of ~~how these measures are calculated from our audited financial statements.~~

~~Conclusion~~

In 2017, AIG undertook significant changes to our leadership, operational structure and strategic vision. During this time of transition at AIG and in our executive leadership team, the Committee considered the challenge of promoting stability and sustainable, profitable growth as it made a number of significant decisions with respect to our executive compensation program. Our executive compensation program continued to be based on our philosophy of balancing risk, attracting and retaining effective leaders and employees and creating a performance-driven culture that aligns their interests with those of our shareholders. We believe our program reflects these goals and properly motivates our employees and rewards them for their efforts to execute on our new strategic vision and create sustainable, profitable growth for AIG and our shareholders.

1986.

AIG 2023 PROXY STATEMENT61

Compensation Discussion and Analysis Report of the Compensation and Management Resources Committee

Report of the Compensation and Management Resources Committee

The CMRC has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on that review and 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.

Compensation and Management Resources Committee

Linda A. Mills, Chair
William G. Jurgensen
Therese M. Vaughan

~~TABLE OF CONTENTS~~

62AIG 2023 PROXY STATEMENT

~~2017 COMPENSATION~~



2022 Executive Compensation

2022 Summary Compensation Table

The following tables contain information with respect to AIG’s named executives. As required by ~~SEC~~Securities and Exchange Commission rules, AIG’s 2022 named executives include ~~the~~(1) our Chairman and Chief Executive Officer, (2) our Chief Financial Officer, and ~~the~~(3) our three other most highly paid executive officers, who each served through the end of ~~2017, as well as a former Chief Executive Officer who served during part of 2017 and two additional individuals who served as executive officers during part of 2017.~~2022.

~~2017~~


Name and Principal Position as of December 31, 2022	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	Change in Pension Value ($)(3)	All Other Compensation ($)(4)	Total ($)
Peter Zaffino Chairman & Chief Executive Officer	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
	2020	1,400,000	—	15,952,472	2,149,992	4,500,000	—	64,522	24,066,986
Shane Fitzsimons(5) Executive Vice President & Chief Financial Officer	2022	1,000,000	500,000(6)	2,174,514	699,997	3,000,000	—	189,106	7,563,617

Lucy Fato Executive Vice President, General Counsel & Global Head of Communications and Government Affairs	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
	2020	930,000	—	3,741,505	987,497	2,869,000	—	64,188	8,592,190

Kevin T. Hogan President & Chief Executive Officer, Corebridge Financial, Inc.	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
	2020	1,250,000	—	2,809,404	999,999	2,317,500	352,337	103,673	7,832,913

David McElroy(7) Executive Vice President & Chief Executive Officer, General Insurance	2022	1,000,000	875,000(6)	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

Footnotes to 2022 Summary Compensation Table

Name and Principal Position Year Salary(1) Bonus Stock
Awards(2) Option
Awards(2) Non-Equity
Incentive
Plan
Compensation(3) Change in
Pension
Value(4) All Other
Compensation(5) Total
Brian Duperreault
Chief Executive Officer 2017 $ 1,015,385 $ 12,000,000(6) $ 11,156,834 $ 16,153,000 $ 2,133,333 $ 331,849 $ 296,460 $ 43,086,861
Siddhartha Sankaran
Executive Vice President and Chief Financial Officer 2017 $ 1,000,000 $ — $ 9,327,757 — $ 1,564,000 $ 43,432 $ 32,199 $ 11,967,388
2016 $ 1,000,000 $ — $ 3,159,665 — $ 680,000 $ 705 $ 39,598 $ 4,879,968
Douglas A. Dachille
Executive Vice President and Chief Investment Officer 2017 $ 1,000,000 $ — $ 11,037,953 — $ 2,200,000 $ 2,145 $ 55,469 $ 14,295,567
2016 $ 1,000,000 $ — $ 3,829,868 — $ 800,000 $ 213 $ 65,706 $ 5,695,787
Kevin T. Hogan
Executive Vice President—
Life & Retirement 2017 $ 1,000,000 $ — $ 10,130,983 — $ 2,090,000 $ 219,112 $ 106,575 $ 13,546,670
2016 $ 1,000,000 $ 800,000(7) $ 3,446,866 — $ 760,000 $ 98,417 $ 72,816 $ 6,178,099
2015 $ 1,038,462 $ 1,150,000(7) $ 3,613,812 — $ 1,482,000 $ 12,995 $ 620,888 $ 7,918,157
Peter Zaffino
Executive Vice President—
General Insurance and Global Chief Operating Officer 2017 $ 552,885 $ — $ 4,042,659 $ 10,206,267 $ 2,850,000 $ 0 $ 40,795 $ 17,692,606
Separated during 2017
Peter D. Hancock
Former Chief Executive Officer 2017 $ 584,615 $ 5,000,000(8) $ 8,117,643 — $ 704,000 $ 0 $ 9,802,350 $ 24,208,608
2016 $ 1,600,000 $ — $ 7,851,287 — $ 0 $ 8,991 $ 116,257 $ 9,576,535
2015 $ 1,661,538 $ — $ 8,231,460 — $ 2,496,000 $ 59,759 $ 49,218 $ 12,497,975
Robert S. Schimek
Former Executive Vice President 2017 $ 834,615 $ — $ 9,781,210 — $ 962,500 $ 0 $ 4,876,496 $ 16,454,821
2016 $ 1,000,000 $ — $ 3,351,116 — $ 700,000 $ 27,564 $ 44,457 $ 5,123,137
Peter Y. Solmssen
Former Executive Vice President 2017 $ 792,308 $ — $ 8,721,435 — $ 841,500 $ 0 $ 4,249,099 $ 14,604,342

~~Footnotes to 2017 Summary Compensation Table~~

(1)

~~Amounts for 2015 reflect an additional pay period for all U.S. salaried employees due to our bi-weekly payroll calendar.~~

~~(2)~~

~~2017 Amounts.~~ ~~The amounts reported in the “Stock Awards”~~2022 Stock and ~~“Option Awards”~~Option Awards. These columns represent the grant date fair ~~value~~values of (i) the 2022 PSUs based on target performance, which was the probable outcome of the ~~awards for 2017,~~performance conditions; (ii) the 2022 RSUs and special 2022 RSUs granted to certain named executives and (iii) the 2022 stock options, each as further described under “Compensation Discussion and Analysis—2022 Compensation Decisions and Outcomes—2022 Long-Term Incentive Awards” and determined in accordance with FASB ASC Topic ~~718.~~718, excluding the effect of estimated forfeitures. The ~~“Stock Awards” column represents the grant date fair value of (i) PSUs~~amount shown for the ~~2017–2019 performance period (2017 PSUs) based~~awards granted by AIG in 2022 was calculated using the assumptions described in Note 19 to the Consolidated Financial Statements included in AIG’s Annual Report on ~~target performance and RSUs that vest based on continued service through~~Form 10-K for the ~~performance period (2017 RSUs), each of which comprise 2017 long-term incentive awards and were~~

~~TABLE OF CONTENTS~~

granted under the AIG Long Term Incentive Plan (LTI Plan), and (ii) RSUs granted under the LTI Plan to provide continuity of key leaders during the search for and transition to a new Chief Executive Officer in 2017.year ended December 31, 2022. The following table presents the grant date fair value of the ~~2017~~2022 PSUs at the target and maximum levels of performance:

Name
2017 PSUs
Target 2017 PSUs
Maximum
Brian Duperreault $ 7,724,649 $ 16,016,697
Siddhartha Sankaran $ 2,446,563 $ 4,547,881
Douglas A. Dachille $ 2,965,632 $ 5,512,771
Kevin T. Hogan $ 2,669,021 $ 4,961,405
Peter Zaffino $ 2,749,026 $ 6,036,911
Separated during 2017
Peter D. Hancock $ 4,133,187 $ 7,968,912
Robert S. Schimek $ 2,594,868 $ 4,823,564
Peter Y. Solmssen $ 2,224,173 $ 4,134,483


Name	2022 PSUs Target ($)	2022 PSUs Maximum ($)
Peter Zaffino	6,737,621	13,475,226
Shane Fitzsimons	1,462,426	2,924,819
Lucy Fato	1,723,554	3,447,092
Kevin T. Hogan	2,089,203	4,178,389
David McElroy	2,089,203	4,178,389

All ~~amounts are subject to clawback under~~awards represented in the ~~AIG Clawback Policy. See “—Compensation Discussion~~“Stock Awards” and ~~Analysis—2017 Compensation Structure—Annual Direct Compensation Components—Long-Term Incentive” for further information.~~

~~2016 Amounts.~~ The amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of PSUs for the 2016–2018 performance period (2016 PSUs) based on target performance. The 2016 PSUs were granted under the AIG 2013 Long Term Incentive Plan (2013 LTI Plan). At the maximum level of performance, the grant date fair value would be: Sankaran—$4,994,387; Dachille—$6,053,751; Hogan—$5,448,354; Hancock—$12,410,252; and Schimek—$5,296,979. All amounts“Option Awards” columns are subject to clawback under the AIG Clawback Policy.

~~2015 Amounts.~~For Mr. Zaffino, this column includes his Special RSU grant, as described in "Compensation Discussion and Analysis—2022 CEO Five-Year Employment Agreement" above.

AIG 2023 PROXY STATEMENT63

2022 Executive Compensation 2022Summary Compensation Table

(2)2022 Non-Equity Incentive Plan Compensation. The amounts in this column represent the ~~grant date fair value determined in accordance with FASB ASC Topic 718 of PSUs for the 2015—2017 performance period (2015 PSUs) based on target performance. The 2015 PSUs were granted~~awards earned under the ~~2013 LTI Plan. At~~STI plan for 2022 performance as determined by the ~~maximum level of performance, the grant date fair value would be: Hogan—$5,704,344 and Hancock—$12,993,187. In~~CMRC in the first quarter of ~~2018, the Committee certified the results for the 2015–2017 performance period and determined participants’ actual earned 2015 PSUs award.~~2023. See ~~“—Compensation~~“Compensation Discussion and Analysis—~~Adjudication of 2015 Long-Term~~2022 Compensation Decisions and Outcomes—2022 Short-Term Incentive Awards” for further information.

All ~~amounts~~awards represented in the “Non-Equity Incentive Plan Compensation” column are subject to clawback under the AIG Clawback Policy.

~~Calculation.~~ The amount shown for the awards granted by AIG was calculated using the assumptions described in Note 20 to the Consolidated Financial Statements included in AIG’s 2017 Annual Report on Form 10-K (for awards granted in 2017), Note 20 to the Consolidated Financial Statements included in AIG’s 2016 Annual Report on Form 10-K (for awards granted in 2016) and Note 19 to the Consolidated Financial Statements included in AIG’s 2015 Annual Report on Form 10-K (for awards granted in 2015).

(3)

~~2017 Amounts.~~ The amounts represent the full amount of the awards earned under the AIG Annual Short-Term Incentive Plan (the STI Plan) for 2017 performance as determined by the Committee in the first quarter of 2018. 100 percent of the award was vested and paid in March 2018. All amounts are subject to clawback under the AIG Clawback Policy. Mr. Duperreault’s amount represents the pro-rata portion of his 2017 short-term incentive earned award based on the number of months, including partial months, employed during 2017, pursuant to the STI Plan. The amounts for Messrs. Hancock, Schimek and Solmssen represent the pro-rata portion of their 2017 short-term incentive earned awards based on the number of full months employed during 2017, pursuant to the 2012 ESP. See “—Compensation Discussion and Analysis—2017 Compensation Structure—Annual Direct Compensation Components—Short-Term Incentive” for further information.

~~2016 Amounts.~~ The amounts represent the full amount of the awards earned under the STI Plan for 2016 performance as determined by the Committee in the first quarter of 2017. 100 percent of the award was vested and paid in March 2017. All amounts are subject to clawback under the AIG Clawback Policy.

~~2015 Amounts.~~ The amounts represent the full amount of the awards earned under the STI Plan for 2015 performance. 50 percent of the award was paid in March 2016 and the remaining 50 percent of the award was paid in March 2017. All amounts are vested and subject to clawback under the AIG Clawback Policy.

~~TABLE OF CONTENTS~~

~~(4)~~

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. Negative changes in pension value are indicated as zero. These ~~Plans~~plans are described in “—Post-Employment Compensation—Pension Benefits.” Mr. Duperreault received payments of $28,367 during 2017 from the Qualified Retirement Plan. Messrs. Hancock and Schimek had negative changes in pension value of $123,328 and $230,637, respectively, due to forfeitures under the Non-Qualified Retirement Plan upon their separation from AIG.

Mr. Duperreault had accrued pension benefits under the Qualified and Non-Qualified Retirement Plans from his previous tenure at AIG and, in accordance with the terms of these Plans, his prior service was recognized for vesting purposes under the Plans when he rejoined AIG on May 14, 2017. Benefit accruals did not commence for Mr. Duperreault when he rejoined AIG as the Plans were frozen effective January 1, 2016. Mr. Hogan had accrued pension benefits under the Qualified and Non-Qualified Retirement Plans from his previous tenure at AIG and, in accordance with the terms of these Plans, benefit accruals commenced under the Qualified and Non-Qualified Retirement Plans when he rejoined AIG on October 14, 2013.

While AIG was subject to the Troubled Asset Relief Program (TARP) restrictions on executive compensation, there was a freeze on future benefit accruals with regard to the benefits provided under the Non-Qualified Retirement Plan. Benefit accruals in the plan ceased on December 11, 2009 for Mr. Schimek. Because the TARP restrictions ceased to apply to AIG as of December 14, 2012, the freeze on benefit accruals in the Non-Qualified Retirement Plan ended, and benefit accruals commenced again under the plan after this date. In addition, benefit accruals commenced after December 14, 2012 for Messrs. Hancock and Sankaran under the Non-Qualified Retirement Plan, as they had not accrued any benefits under this plan prior to the TARP restrictions. We are not permitted to restore service for benefit accruals for the length of time during which these executives were subject to the freeze.

Before joining AIG as Executive Vice President and Chief Investment Officer in September 2015, Mr. Dachille served as Chief Executive Officer of First Principles. Pursuant to the terms of AIG’s acquisition of First Principles, the First Principles hire date of each First Principles employee was recognized for the purposes of determining vesting and eligibility to participate in the Qualified and Non-Qualified Retirement Plans. Accordingly, Mr. Dachille began to participate in the Qualified and Non-Qualified Retirement Plans on September 15, 2015, the date he joined AIG.

~~Messrs. Zaffino and Solmssen were not participants in the Qualified Retirement Plan or the Non-Qualified Retirement Plan because they joined AIG after the Plans were frozen effective January 1, 2016.~~

~~(5)~~

~~Perquisites.~~(4)(a) 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 ~~2017.~~

2022.

Perquisites

Name
Personal Use of
Company Pool
Cars(a) Personal
Use of
Aircraft(b) Financial,
Tax and
Legal
Planning(c) Other(d) Total
Brian Duperreault $ 1,236 $ 195,000 $ 73,441 $ 2,351 $ 272,028
Siddhartha Sankaran $ 6,179 $ 0 $ 1,150 $ 0 $ 7,329
Douglas A. Dachille $ 30,599 $ 0 $ 0 $ 0 $ 30,599
Kevin T. Hogan $ 13,295 $ 0 $ 24,366 $ 44,044 $ 81,705
Peter Zaffino $ 3,797 $ 0 $ 28,679 $ 0 $ 32,475
Separated during 2017
Peter D. Hancock $ 7,441 $ 0 $ 196,634 $ 0 $ 204,076
Robert S. Schimek $ 1,437 $ 0 $ 55,963 $ 0 $ 57,400
Peter Y. Solmssen $ 3,229 $ 0 $ 20,000 $ 0 $ 23,229


Name	Personal Use of Company Pool Cars ($)(i)	Non-U.S. Assignment/ Relocation($)(ii)	Personal Use of Aircraft ($)((iii)	Flexible Perquisite Allowance ($)(iv)	Other ($)(v)	Total ($)
Peter Zaffino	6,224	—	176,220	35,000	19,230	236,674
Shane Fitzsimons	1,339	97,048	—	35,000	27,996	161,383
Lucy Fato	813	—	—	35,000	—	35,813
Kevin T. Hogan	8,716	—	—	35,000	18,981	62,697
David McElroy	5,896	—	—	35,000	—	40,896

~~(a)~~

~~Includes~~(i)Amounts in this column include the incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of ~~company~~Company pool cars.

(ii)Moving expenses as well as a stipend to offset taxes for this benefit were paid on behalf of Mr. Fitzsimons.

~~(b)~~

~~Includes~~(iii)The CMRC approved personal use of corporate aircraft and an allowance for Mr. Zaffino of up to $195,000 per calendar year. Amounts in this column include personal use by Mr. ~~Duperreault~~Zaffino and his spouse of AIG-owned corporate aircraft, ~~and corporate~~

~~TABLE OF CONTENTS~~

~~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 traveled empty before picking up or after dropping off Mr. Zaffino 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~~charged by the vendor as well as costs of fuel, taxes, crew expenses and airport fees and assessments, as applicable. ~~The Committee approved an~~

(iv)Amounts in this column reflect payment of the annual cash perquisite allowance of $35,000. As of 2023, this allowance has been discontinued.

(v)Amounts in this column reflect (a) for Mr. ~~Duperreault’s personal use~~Zaffino, the reimbursement of ~~corporate aircraft of up to $195,000 per calendar year (calculated based on~~legal fees incurred in connection with the ~~aggregate incremental cost to AIG). The amount disclosed does not include~~entry into his five-year employment agreement, (b) for Mr. Fitzsimons, the cost ~~of any personal use by Mr. Duperreault that exceeds the allowance and is reimbursed to AIG.~~

~~(c)~~

~~Incremental costs related to financial, tax and legal planning represent AIG’s direct expenditures. Includes reimbursement~~ of tax preparation services related to his relocation, and (c) for Mr. Hogan, the cost of tax preparation services ($18,485) related to a prior international ~~assignments for Messrs. Hogan~~assignment and Schimek ($32,937). Also includes reimbursement of legal services in connection with review of new hire arrangements for Messrs. Duperreault and Zaffino and severance agreements for Messrs. Hancock, Schimek and Solmssen.expenses related to spousal travel.

~~(d)~~

~~Travel and meals for spouses of certain named executives while traveling with executives on business.~~

(b)Other Benefits. This column also includes life insurance premiums paid for the benefit of the named executives. All named executives are covered under the AIG Basic Group Life Insurance Plan. For group life insurance, the ~~2017 company-paid~~2022 Company-paid costs ~~were: Duperreault—$132; Sankaran—$570; Dachille—$570; Hogan—$570; Zaffino—$219; Hancock—$219; Schimek—$504; and Solmssen—$460.~~were $273 for each of the named executives.

This column also includes matching contributions and non-elective ~~company~~Company contributions made by AIG under its 401(k) ~~plan. These contributions include~~plan in the ~~following amounts~~amount of $27,450 for each of the named executives in ~~2017: Duperreault—$24,300; Sankaran—$24,300; Dachille—$24,300; Hogan—$24,300; Zaffino—$8,100; Hancock—$24,300; Schimek—$24,300; and Solmssen—$10,408.~~

For Mr. Hancock, this column includes $9,568,890 related to payments that he received following his separation on May 14, 2017 in accordance with the Release Agreement pursuant to his Transition Letter Agreement dated March 17, 2017 and the 2012 Executive Severance Plan (2012 ESP). For Mr. Schimek, this column includes $4,658,111 related to payments that he received following his separation on October 31, 2017 in accordance with his Release Agreement pursuant to the 2012 ESP and $134,618 related to accrued and unused paid time-off paid upon his separation. For Mr. Solmssen, this column includes $4,090,000 related to payments that he received following his separation on October 16, 2017 in accordance with his Release Agreement pursuant to the 2012 ESP and $125,002 related to accrued and unused paid time-off paid upon his separation. The separation benefits for Messrs. Hancock, Schimek and Solmssen are discussed further above in “—Compensation Discussion and Analysis—Named Executive Officers who Separated in 2017” and below in “—Potential Payments on Termination—Quantification of Termination Payments and Benefits.”

In addition, this column also includes the reimbursement of taxes owed on Mr. Hancock’s personal use of company pool car expenses ($4,866) and on Mr. Schimek’s financial and tax planning expenses ($1,563).2022.

AIG maintains a policy of ~~directors~~directors’ and ~~officers~~officers’ liability insurance for the directors and officers of AIG and its subsidiaries. The premium for this policy for the policy year ended September 22, ~~2017~~2022 was approximately ~~$12.6~~$17.7 million and for the policy year ending September 22, ~~2018~~2023 is approximately $21.5 million.

(5)Mr. Fitzsimons was ~~approximately $10.8 million.~~not a named executive officer prior to 2022.

(6)

Represents ~~the payment~~April 2020 leadership continuity award of each of Mr. ~~Duperreault’s one-time, make-whole cash award~~Fitzsimons and Mr. McElroy, each of which vested and was paid as to one-half in May 2017 as compensation for unvested equity awards from his former employer forfeited by him in connection with his joining AIG. Payment of the award was made pursuant to Mr. Duperreault’s offer letter. See “—Compensation Discussion2021 and ~~Analysis—Leadership and Strategic Change” for further information.~~

~~(7)~~

Represents the payment of the second and third installments of Mr. Hogan’s cash transition award in April 2015 and April 2016, respectively, in consideration of compensation foregone upon his rejoining AIG. Each payment was made pursuant to Mr. Hogan’s offer letter dated August 14, 2013.

~~(8)~~

~~Represents the payment of Mr. Hancock’s cash award~~one-half in May ~~2017 for his service through the transition~~2022.

(7)Mr. McElroy was not a named executive officer prior to our new President and Chief Executive Officer, pursuant to his Transition Letter Agreement. See “—Compensation Discussion and Analysis—Named Executive Officers who Separated in 2017” for further information.

2021.

64AIG 2023 PROXY STATEMENT

2022 Executive Compensation 2022 Grants of Plan-Based Awards

~~TABLE OF CONTENTS~~

~~2017~~2022 Grants of Plan-Based Awards

~~Total 2017 Grants.~~The following table details all equity and non-equity plan-based awards granted to each of the named executives in ~~2017.~~2022.

~~2017 Grants of Plan-Based Awards~~


		Estimated Future Payouts Under Non-Equity Plan Awards(1)			Estimated Future Payouts Under Equity Incentives 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 Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (PSUs)	Target (PSUs)	Maximum (PSUs)
Peter Zaffino
2022 STI	02/22/22	—	4,500,000	9,000,000	—	—	—	—	—	—	—
2022 PSUs	02/22/22	—	—	—	53,252	106,505	213,010	—	—	—	6,737,621
2022 RSUs	02/22/22	—	—	—	—	—	—	53,252	—	—	3,280,856
2022 Special RSUs(6)	11/10/22	—	—	—	—	—	—	864,902	—	—	52,404,412
2022 Options	02/22/22	—	—	—	—	—	—	—	196,048	61.61	3,224,990
Shane Fitzsimons
2022 STI	02/22/22	—	1,700,000	3,400,000	—	—	—	—	—	—	—
2022 PSUs	02/22/22	—	—	—	11,558	23,117	46,234	—	—	—	1,462,426
2022 RSUs	02/22/22	—	—	—	—	—	—	11,558	—	—	712,088
2022 Options	02/22/22	—	—	—	—	—	—	—	42,553	61.61	699,997
Lucy Fato
2022 STI	02/22/22	—	1,900,000	3,800,000	—	—	—	—	—	—	—
2022 PSUs	02/22/22	—	—	—	13,622	27,245	54,490	—	—	—	1,723,554
2022 RSUs	02/22/22	—	—	—	—	—	—	13,622	—	—	839,251
2022 Special RSUs(7)	02/22/22	—	—	—	—	—	—	49,537	—	—	3,051,975
2022 Options	02/22/22	—	—	—	—	—	—	—	50,151	61.61	824,984
Kevin T. Hogan
2022 STI	02/22/22	—	2,250,000	4,500,000	—	—	—	—	—	—	—
2022 PSUs	02/22/22	—	—	—	16,512	33,025	66,050	—	—	—	2,089,203
2022 RSUs(8)	02/22/22	—	—	—	—	—	—	33,025	—	—	2,034,670
2022 Special RSUs(8)(9)	02/22/22	—	—	—	—	—	—	16,512	—	—	1,017,304
David McElroy
2022 STI	02/22/22	—	2,500,000	5,000,000	—	—	—	—	—	—	—
2022 PSUs	02/22/22	—	—	—	16,512	33,025	66,050	—	—	—	2,089,203
2022 RSUs	02/22/22	—	—	—	—	—	—	16,512	—	—	1,017,304
2022 Options	02/22/22	—	—	—	—	—	—	—	60,790	61.61	999,996

Name Grant
Date Board
Action
Date Estimated Possible
Payouts Under Non-Equity
Plan Awards(1) Estimated Possible
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)
Threshold Target Maximum Threshold Target Maximum
Brian Duperreault
2017 STI 05/14/17 $ 0 $ 2,133,333 $ 4,266,667 — — — — — — —
2017 PSUs 05/14/17 05/11/17 — — — 64,772 129,543 259,086 — — — $ 7,724,649
2017 RSUs 05/14/17 05/11/17 — — — — — — 55,519 — — $ 3,432,185
Options 05/15/17 05/11/17 — — — — — — — 1,500,000 $ 61.82 $ 16,153,000
Siddhartha Sankaran
2017 STI 03/15/17 $ 0 $ 1,700,000 $ 3,400,000 — — — — —
2017 PSUs 03/15/17 — — — 17,982 35,963 71,926 — — — $ 2,446,563
2017 RSUs 03/15/17 — — — — — — 15,414 — — $ 974,627
RSUs 03/15/17 — — — — — — 93,414 — — $ 5,906,567
Douglas A. Dachille
2017 STI 03/15/17 $ 0 $ 2,000,000 $ 4,000,000 — — — — —
2017 PSUs 03/15/17 — — — 21,797 43,593 87,186 — — — $ 2,965,632
2017 RSUs 03/15/17 — — — — — — 18,683 — — $ 1,181,326
RSUs 03/15/17 — — — — — — 108,983 — — $ 6,890,995
Kevin T. Hogan
2017 STI 03/15/17 $ 0 $ 1,900,000 $ 3,800,000 — — — — —
2017 PSUs 03/15/17 — — — 19,617 39,233 78,466 — — — $ 2,669,021
2017 RSUs 03/15/17 — — — — — — 16,815 — — $ 1,063,212
RSUs 03/15/17 — — — — — — 101,198 — — $ 6,398,750
Peter Zaffino
2017 STI 07/24/17 06/27/17 $ 0 $ 3,000,000 $ 6,000,000 — — — — —
2017 PSUs 07/24/17 06/27/17 — — — 23,388 46,776 93,552 — — — $ 2,749,026
2017 RSUs 07/24/17 06/27/17 — — — — — — 20,047 — — $ 1,293,633
Options 07/24/17 06/27/17 — — — — — — — 1,000,000 $ 64.53 $ 10,206,267
Separated during 2017
Peter D. Hancock
2017 STI 03/17/17 $ 0 $ 1,066,667 $ 2,133,334 — — — — — — —
2017 PSUs 03/17/17 — — — 31,917 63,833 127,666 — — — $ 4,133,187
2017 RSUs 03/17/17 — — — — — — 63,833 — — $ 3,984,456
Robert. S. Schimek
2017 STI 03/15/17 $ 0 $ 1,458,333 $ 2,916,667 — — — — — — —
2017 PSUs 03/15/17 — — — 19,072 38,143 76,286 — — — $ 2,594,868
2017 RSUs 03/15/17 — — — — — — 16,348 — — $ 1,033,684
RSUs 03/15/17 — — — — — — 97,306 — — $ 6,152,658
Peter Y. Solmssen
2017 STI 03/15/17 $ 0 $ 1,275,000 $ 2,550,000 — — — — —
2017 PSUs 03/15/17 — — — 16,347 32,694 65,388 — — — $ 2,224,173
2017 RSUs 03/15/17 — — — — — — 14,013 — — $ 886,042
RSUs 03/15/17 — — — — — — 88,743 — — $ 5,611,220

(1)

Amounts shown reflect the range of possible cash payouts under the STI ~~Plan~~plan for ~~2017~~2022 performance. Actual amounts earned, as determined by the ~~Committee~~CMRC (and, in the case of the award granted to Mr. Zaffino, as approved by the Board) in the first quarter of ~~2018,~~2023, are reflected in the ~~2017~~2022 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the ~~2017 short-term incentive~~2022 STI awards, including the applicable performance metrics, please see ~~“—Compensation~~"Compensation Discussion and Analysis—~~2017~~2022 Compensation ~~Structure—Annual Direct Compensation Components—~~Decisions and Outcomes—2022 Short-Term ~~Incentive.~~Incentive Awards.”

~~TABLE OF CONTENTS~~

(2)

Amounts shown reflect the potential range of ~~2017~~2022 PSUs that were granted and may be ~~earned.~~earned under the LTI plan. Actual amounts earned are based on achieving ~~relative TSR~~pre-established goals across three financial objectives over the ~~2017—2019~~2022-2024 performance period. ~~The TSR metric is balanced by using relative OAS as a gating metric to protect against excessive risk-taking. If AIG’s relative OAS percentile is below the 20~~th ~~percentile of the peer group, the payout level is reduced by half.~~ Results will be certified by the ~~Committee~~CMRC in the first quarter of ~~2020. 2017 PSUs were granted under the LTI Plan.~~2025. For more information on the ~~2017~~2022 PSUs, including the applicable performance metrics, please see ~~“—Compensation~~“Compensation Discussion and Analysis—~~2017~~2022 Compensation ~~Structure—Annual Direct Compensation Components—~~Decisions and Outcomes—2022 Long-Term ~~Incentive.~~Incentive Awards.” Holders of ~~2017~~2022 PSUs are also entitled to dividend equivalent rights ~~in the form of additional 2017 PSUs~~ beginning with the first dividend record date following the 2022 PSU grant date, which are subject to the same vesting and performance conditions as the related 2022 PSUs and are paid in cash if and when such related earned shares ~~(if any)~~of AIG common stock are delivered.

(3)

Amounts shown reflect the grant of 2022 RSUs made under the LTI ~~Plan.~~plan and as special awards granted to certain named executives. For more information on these awards, please see ~~“—Compensation~~“Compensation Discussion and Analysis—~~2017~~2022 Compensation ~~Structure—Annual Direct Compensation Components—~~Decisions and Outcomes—2022 Long-Term ~~Incentive” and “—Compensation Discussion and Analysis—Leadership and Strategic Change—Transition RSU~~Incentive Awards.” Holders of 2022 RSUs and special RSUs are also entitled to dividend equivalent rights in the form of ~~additional RSUs~~cash beginning with the first dividend record date following the applicable grant date, which ~~are~~cash amount is subject to the same vesting conditions as the related RSUs and ~~are~~is paid if and when such related shares ~~(if any)~~ are delivered.

(4)

Amounts shown reflect the grant of 2022 stock options ~~granted to Messrs. Duperreault and Zaffino as one-time, sign-on awards upon their joining AIG in 2017. The stock options were granted~~made under the 2013 Omnibus Incentive Plan, except 500,000 stock options granted to Mr. Duperreault were granted as an “employment inducement award” under NYSE Listing Rule 303A.08, as approved by the Committee, and are otherwise governed by the 2013 Omnibus Incentive Plan.LTI plan. For more information on these awards, please see ~~“—Compensation~~“Compensation Discussion and Analysis—~~Leadership~~2022 Compensation Decisions and ~~Strategic Change.”~~Outcomes—2022 Long-Term Incentive Awards" and Note 19 to the Consolidated Financial Statements in AIG’s Annual Report on Form 10-K for the year ended December 31, 2022. Stock options granted in 2022 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 valuation methods and assumptions presented in Note 2019 to the Consolidated Financial Statements in AIG’s ~~2017~~ Annual Report on Form ~~10-K.~~

10-K for the year ended December 31, 2022.

55AIG 2023 PROXY STATEMENT65

2022 Executive Compensation 2022 Grants of Plan-Based Awards

(6)Amount represents a special grant in the form of RSUs awarded by the Board as part of a five-year employment agreement that will vest on November 10, 2027 and be settled in AIG shares. The grant date fair value is based on the product of the closing price of AIG common stock ($60.59) on November 10, 2022 and the number of RSUs in the special grant, which was based on the average closing price of AIG common stock over the first five trading days in the month of November 2022, rounded down to the nearest whole unit.

(7)Amount represents a special award granted to Ms. Fato in recognition of her exceptional contributions to the Company. See "Compensation Discussion and Analysis—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for further details on this award.

(8)In connection with the Corebridge IPO, Mr. Hogan’s RSUs were converted to 127,851 Corebridge RSUs in accordance with the anti-dilution provision of the AIG 2021 Omnibus Plan to be settled in Corebridge shares upon vesting.

(9)Amount represents a special award granted to Mr. Hogan in recognition of his exceptional contributions to the Company. See "Compensation Discussion and Analysis—2022 Long-Term Incentive Awards—2022 Special Awards—Recognition Awards" for further details on this award.

66AIG 2023 PROXY STATEMENT

2022 Executive Compensation Holdings of and Vesting of Previously Awarded Equity

~~TABLE OF CONTENTS~~

~~HOLDINGS OF AND VESTING OF PREVIOUSLY AWARDED EQUITY~~Holdings of and Vesting of Previously Awarded Equity

Outstanding Equity Awards at December 31, ~~2017~~2022

Equity-based awards held at the end of ~~2017~~2022 by each named executive were issued under the incentive plans and arrangements described below. Shares of AIG ~~Common Stock~~common stock deliverable under AIG’s ~~performance-~~performance-based and time-vested equity and option awards will be delivered under the AIG 2013 Omnibus ~~Incentive~~ Plan ~~or 2010 Stock Incentive~~(2013 Plan) and the AIG 2021 Omnibus Plan ~~as applicable, except as otherwise described below.~~(2021 Plan).

The following table sets forth outstanding equity-based awards held by each named executive as of December 31, ~~2017.~~2022.

~~Outstanding Equity Awards at December 31, 2017~~

Stock Awards
Option Awards(1) Unvested (Not
Subject to Performance
Conditions) Equity Incentive Plan
Awards (Unearned
and Unvested)
Name Year
Granted Number
Exercisable Number
Unexercisable Equity
Incentive Plan
Awards
(Unexercised
and
Unearned) Exercise
Price Expiration
Date Award
Type(2) Number Market
Value(3) Number Market
Value(3)
Brian Duperreault 2017 500,000 1,000,000 $ 61.82 05/15/2024 2017 RSUs 56,396 $ 3,360,074
2017 PSUs 65,794 $ 3,920,007
Siddhartha Sankaran — — — — — — 2017 RSUs 15,657 $ 932,844
2017 PSUs 18,265 $ 1,088,229
RSUs 94,890 $ 5,653,546
2016 PSUs 32,646 $ 1,945,049
2015 PSUs 8,894 $ 529,905
2014 PSUs 24,567 $ 1,463,702
2013 PSUs 18,457 $ 1,099,668
Total 162,465 $ 9,679,665 50,911 $ 3,033,278
Douglas A. Dachille — — — — — — 2017 RSUs 18,978 $ 1,130,709
2017 PSUs 22,140 $ 1,319,101
RSUs 110,705 $ 6,595,804
2016 PSUs 39,571 $ 2,357,640
2015 PSUs 17,040 $ 1,015,243
Total 146,723 $ 8,741,756 61,711 $ 3,676,741
Kevin T. Hogan — — — — — — 2017 RSUs 17,080 $ 1,017,626
2017 PSUs 19,926 $ 1,187,191
RSUs 102,797 $ 6,124,645
2016 PSUs 35,614 $ 2,121,882
2015 PSUs 17,788 $ 1,059,809
2014 PSUs 49,298 $ 2,937,175
2013 PSUs 32,990 $ 1,965,544
Total 219,953 $ 13,104,799 55,540 $ 3,309,073
Peter Zaffino 2017 333,000 667,000 $ 64.53 07/24/2024 2017 RSUs 20,262 $ 1,207,210
2017 PSUs 23,639 $ 1,408,412
Separated during 2017
Peter D. Hancock — — — — — — 2017 PSUs 32,420 $ 1,931,584
2016 PSUs 81,122 $ 4,833,249
Total 113,542 $ 6,764,833
Robert S. Schimek — — — — — — 2017 PSUs 19,372 $ 1,154,184
2016 PSUs 34,625 $ 2,062,958
Total 53,997 $ 3,217,142
Peter Y. Solmssen — — — — — — 2017 PSUs 16,605 $ 989,326


	Options Awards(1)
				Equity 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)					Unvested (Not Subject to Performance Conditions)		Equity Incentive Plan Awards (Unearned and Unvested)
Name	Year Granted				Exercise Price ($)	Expiration Date	Award Type(2)	Number	Market Value ($)	Number	Market Value ($)(3)
Peter Zaffino	2022	—	196,048	—	61.61	2/22/2032	2022 Special RSUs	869,350	54,977,694	—	—
	2021	—	245,726	—	44.10	2/22/2031	2022 RSUs	53,252	3,367,656	—	—
	2020	—	251,461	—	32.43	3/11/2030	2022 PSUs	—	—	53,252	3,367,656
	2019	257,985	—	—	44.28	3/18/2029	2021 RSUs	67,967	4,298,233	—	—
	2018	133,256	—	—	55.94	3/13/2028	2021 PSUs	—	—	61,183	3,869,212
	2017	333,000	—	667,000	64.53	7/24/2024	2020 Special RSUs	256,209	16,202,657	—	—
							2020 RSUs	60,164	3,804,771	—	—
							2020 PSUs	—	—	140,385	8,877,947
							Total	1,306,942	82,651,011	254,820	16,114,815
Shane Fitzsimons	2022	—	42,553	—	61.61	2/22/2032	2022 RSUs	11,558	730,927	—	—
	2021	—	42,735	—	44.10	2/22/2031	2022 PSUs	—	—	11,558	730,927
	2020	—	10,668	—	29.77	9/16/2030	2021 Special RSUs	10,000	632,400	—	—
	2020	—	32,163	—	32.43	3/11/2030	2021 RSUs	11,820	747,496	—	—
	2019	25,369	—	—	57.39	7/24/2029	2021 PSUs	—	—	10,640	672,873
							2020 RSUs	43,327	2,739,999	—	—
							2020 PSUs	—	—	2,550	161,262
							Total	76,705	4,850,822	24,748	1,565,062
Lucy Fato	2022	—	50,151	—	61.61	2/22/2032	2022 Special RSUs	49,537	3,132,719	—	—
	2021	—	88,141	—	44.10	2/22/2031	2022 RSUs	13,622	861,455	—	—
	2020	—	25,510	—	28.16	9/10/2030	2022 PSUs	—	—	13,622	861,455
	2020	—	95,029	—	32.43	3/11/2030	2021 RSUs	24,380	1,541,791	—	—
	2019	119,778	—	—	44.28	3/18/2029	2021 PSUs	—	—	21,946	1,387,865
	2018	65,321	—	—	55.94	3/13/2028	2020 RSUs	28,882	1,826,497	—	—
							2020 PSUs	—	—	64,952	4,107,564
							Total	116,421	7,362,462	100,520	6,356,884
Kevin T. Hogan(4)	2021	—	85,470	—	44.10	2/22/2031	2022 PSUs	—	—	16,512	1,044,218
	2020	—	116,959	—	32.43	3/11/2030	2021 PSUs	—	—	21,281	1,345,810
	2019	122,850	—	—	44.28	3/18/2029	2020 PSUs	—	—	65,295	4,129,255
	2018	125,418	—	—	55.94	3/13/2028	Total	—	—	103,088	6,519,283
David McElroy	2022	—	60,790	—	61.61	2/22/2032	2022 RSUs	16,512	1,044,218	—	—
	2021	—	93,482	—	44.10	2/22/2031	2022 PSUs	—	—	16,512	1,044,218
	2020	—	35,256	—	30.71	8/13/2030	2021 RSUs	25,857	1,635,196	—	—
	2020	—	70,175	—	32.43	3/11/2030	2021 PSUs	—	—	23,276	1,471,974
	2019	12,500	—	—	53.32	6/24/2029	2020 RSUs	79,260	5,012,402	—	—
	2019	53,746	—	—	44.28	3/18/2029	2020 PSUs	—	—	9,046	572,069
	2018	31,362	—	—	37.68	12/12/2028	Total	121,629	7,691,816	48,834	3,088,261

AIG 2023 PROXY STATEMENT67

2022 Executive Compensation Holdings of and Vesting of Previously Awarded Equity

(1)

Stock Options. ~~Upon joining AIG~~Stock options granted in ~~2017, Messrs. Duperreault and Zaffino received one-time, sign-on awards of stock options. All outstanding options~~all years have ~~seven-year terms and have~~an exercise ~~prices~~price equal to the closing ~~sale~~ price of the underlying shares of AIG ~~Common Stock~~common stock on the NYSE on the ~~dates~~date of grant. All of the stock options granted in 2022 will vest in equal one-third installments on each of February 22, 2023, February 22, 2024 and February 22, 2025 and have a ten-year term from the date of grant. All of the stock options granted in 2021 will vest in full in January 2024 and have a ten-year term from the date of grant. All of the stock options granted in 2020, 2019 and 2018 fully vested in January 2023, 2022 and 2021, respectively, and have a ten-year term from the date of grant.

~~TABLE OF CONTENTS~~

~~For~~ Mr. ~~Duperreault, his~~Zaffino received an award of stock options to purchase ~~1,500,000~~1,000,000 shares of AIG ~~Common Stock have~~common stock upon joining AIG that has a grant date of ~~May 15, 2017~~July 24, 2017. These options have a seven-year term and an exercise price equal to the closing price of AIG common stock on the NYSE on the date of grant and vest as follows:

•

Stock options for ~~500,000~~333,000 shares of AIG ~~Common Stock vest~~common stock vested in equal, annual installments on each of the first three anniversaries of the grant date;

•

Stock options for ~~300,000~~200,000 shares of AIG ~~Common Stock~~common stock vest only if, for twenty consecutive trading days, the closing price per share ~~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,~~common stock on the ~~closing price per share is at least $80.99; and~~

•

~~Stock options for 400,000 shares of AIG Common Stock vest only if, for twenty consecutive trading days, the closing price per share is at least $90.99.~~

~~For Mr. Zaffino, his 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 vest 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~~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;

•

Stock options for 200,000 shares of AIG ~~Common Stock~~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 $84.53; and

•

Stock options for 267,000 shares of AIG ~~Common Stock~~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 $94.53.

All stock options were granted under the 2013 Omnibus Incentive Plan, except 500,000 stock options granted to Mr. Duperreault were granted as an “employment inducement award” under NYSE Listing Rule 303A.08, as approved by the Committee, and are otherwise governed by the 2013 Omnibus Incentive Plan. The 500,000 stock options granted outside of the 2013 Omnibus Incentive Plan consist of 100,000 stock options that vest if, for twenty consecutive trading days, the closing price per share is at least $80.99, and 400,000 stock options that vest if, for twenty consecutive trading days, the closing price per share is at least $90.99, each as described above.

(2)

Performance Share ~~Units~~.Units.

~~All 2017 and 2016~~ PSUs are shown at threshold payout and all 2015 PSUs, PSUs for the 2014—2016 performance period (2014 PSUs), and PSUs for the 2013—2015 performance period (2013 PSUs) are shown at actual amounts earned. Actual amounts earned for the 2015, 2014 and 2013 PSUs were determined by the Committee in the first quarter of 2018, 2017 and 2016, respectively. For information on the earned 2015 PSUs, as determined by the Committee in the first quarter of 2018, see “—Compensation Discussion and Analysis—Adjudication of 2015 Long-Term Incentive Awards.”

~~2017, 2016 and 2015 PSUs also~~ accrue dividend equivalent rights inas further described below. Such rights are only payable if and to the ~~form of additional~~extent that the related PSUs are earned and vested.

2022 and 2021 PSUs accrue dividend equivalent rights beginning with the first dividend record date following the ~~PSU~~ grant date, which are subject to the same vesting and performance conditions as the related 2022 and 2021 PSUs and are paid in cash if and when such related earned shares of AIG common stock (if any) are delivered. No dividend equivalent rights are included in the 2022 and 2021 PSU amounts shown above.

Beginning with the first dividend record date following the PSU grant date through the dividend paid on AIG common stock during the second quarter of 2021, the 2020 PSUs accrued dividend equivalent rights in the form of additional PSUs. Such additional PSUs, which were subject to the same vesting and performance conditions as the related 2020 PSUs, will be settled in the form of cash if and when such related earned shares of AIG common stock (if any) are delivered. The ~~2015 PSU amounts earned~~2020 PSUs are reported at target payout pursuant to SEC rules and do not reflect the actual achievement of such awards as ~~shown above include~~such determination was made in early 2023. Please see “Compensation Discussion and Analysis—2022 Compensation Decisions and Outcomes—Assessment of 2020 Performance Share Units.”

Beginning with the ~~additional~~dividend paid on AIG common stock during the third quarter of 2021, the 2020 PSUs accrued ~~in respect of dividend equivalent rights. 2017 and 2016 PSU amounts also include the additional PSUs accrued in respect of~~ dividend equivalent rights, ~~assuming~~which were subject to the same vesting and performance conditions as the related PSUs and were paid in cash when such related earned shares of AIG common stock were delivered during the first quarter of 2023. The 2020 PSU amounts shown above do not include any dividend equivalent rights accrued since the start of the third quarter of 2021.

All 2022 and 2021 PSUs are shown at threshold payout.

Whether the ~~2017~~2022 or ~~2016~~2021 PSUs (and related dividend ~~equivalents)~~equivalent rights) will be earned at the level shown or a different level, or at all, depends on AIG performance against ~~plan~~ metrics over a three-year performance period.

Once earned, ~~(i) all 2017~~the 2022 and 2021 PSUs (and related dividend ~~equivalents) to current named executives~~equivalent rights) will vest on January 1, ~~2020,~~2025 and ~~(ii) 2016 PSUs (and related dividend equivalents) to current named executives will vest one-third on the first day of January in each of 2019, 2020 and 2021.~~

~~TABLE OF CONTENTS~~

~~One-third of the earned 2015 PSUs (and related dividend equivalents) to current named executives vested on~~ January 1, 2018, and the remaining two-thirds will vest one-third on the first day of January in each of 2019 and 2020. Two-thirds of the earned 2014 PSUs to current named executives vested one-third on the first day of January in each of 2017 and 2018, and the remaining one-third will vest on January 1, 2019. The earned 2013 PSUs to current named executives vested one-third on the first day of January in each of 2016, 2017 and 2018. The one-third of 2014 PSUs and 2013 PSUs that vested January 2017 are reflected in the 2017 Vesting of Stock-Based Awards table below.2024, respectively.

Restricted Stock Units.

RSUs accrue dividend equivalent rights, as further described below. Such rights are only payable if and to the extent that the related RSUs vest.

The 2022 RSUs will vest in equal one-third installments on each of February 22, 2023, February 22, 2024 and February 22, 2025. All 2021 RSUs granted to our named executives will vest in full on January 1, 2024, and the ~~form of additional~~2020 RSUs (and related dividend equivalent rights) granted to our named executives vested in full on January 1, 2023.

The 2022 and 2021 RSUs accrue dividend rights beginning with the first dividend record date following the ~~applicable~~2022 and 2021 RSU grant dates, which are subject to the same vesting and performance conditions as the related 2022 and 2021 RSUs and are paid in cash if and when such related shares of AIG common stock (if any) are delivered. No dividend equivalent rights are included in the 2022 and 2021 RSU amounts shown above.

Beginning with the first dividend record date following the RSU grant date through the dividend paid on AIG common stock during the second quarter of 2021, the 2020 RSUs accrued dividend equivalent rights in the form of additional RSUs, which ~~are~~were subject to the same vesting conditions as the related RSUs and ~~are paid~~were settled in the form of shares of AIG common stock when such related shares ~~(if any) are~~of AIG common stock were delivered. The RSU amounts as shown above include ~~the~~such additional RSUs accrued through the second quarter of 2021 in respect of dividend equivalent rights.

~~All 2017~~Beginning with the dividend paid on AIG common stock during the third quarter of 2021, the 2020 RSUs accrued dividend rights, which were subject to the same vesting and performance conditions as the related 2020 RSUs and were paid in cash when such related shares of AIG common stock were delivered. The 2020 RSU amounts shown above do not include any dividend equivalent rights accrued since the start of the third quarter of 2021.

The 2020 Special RSUs reflect a grant made in 2020 to Mr. Zaffino which vest (along with related dividend equivalent rights) in equal one-third installments on each of December 8, 2023; December 8, 2024; and December 8, 2025.

The 2021 Special RSUs reflect a grant made in 2021 to Mr. Fitzsimons, which vested as to one-third of such RSUs on December 7, 2022 with the remaining RSUs vesting in equal installments on each of December 7, 2023 and December 7, 2024.

The 2022 Special RSUs reflect grants made in 2022 to certain of our named executives. The 2022 Special RSUs granted to Ms. Fato will vest in equal one-third installments on each of February 22, 2023; February 22, 2024; and February 22, 2025. The 2022 Special RSUs granted to Mr. Zaffino (and related dividend ~~equivalents) granted to our current named executives~~equivalent rights) will cliff vest in full on ~~January 1, 2020, and all other RSUs (and related dividend equivalents) granted to our current named executives will vest on March 15, 2019.~~November 10, 2027.

~~Named Executive Officers Separated in 2017.~~

Messrs. Hancock, Schimek and Solmssen became vested in their RSU and PSU awards, as applicable, upon their respective separation dates. For 2015 PSUs (and related dividend equivalents), 2014 PSUs and 2013 PSUs, the number of earned shares were based on actual performance as determined by the Committee in the first quarter of 2018, 2017 and 2016, respectively. These earned PSU awards and RSU awards, as applicable, are reflected in the 2017 Vesting of Stock-Based Awards table below. For 2017 and 2016 PSUs (and related dividend equivalents), the number of earned shares, if any, will be based on AIG performance over the applicable three-year performance period. These unearned awards are reflected in the table above, at threshold payout. Shares underlying RSUs, other than 2017 RSUs, were paid upon vesting. For all PSUs and 2017 RSUs, any earned amounts will be paid on the normal payment schedule.

(3)

Based on the closing sale price of AIG ~~Common Stock~~common stock on the NYSE on December ~~29, 2017~~31, 2022 of ~~$59.58~~$63.24 per share.

(4)In connection with the Corebridge IPO, Mr. Hogan’s (i) outstanding AIG RSUs converted into RSUs with respect to shares of Corebridge common stock, and (ii) 2020, 2021 and 2022 PSUs remain outstanding and eligible to be settled in AIG common stock.

5868AIG 2023 PROXY STATEMENT

~~TABLE OF CONTENTS~~2022 Executive Compensation Holdings of and Vesting of Previously Awarded Equity

Vesting of Stock-Based Awards During ~~2017~~2022

The following table sets forth the amounts realized in accordance with SEC rules by each named executive as a result of the vesting of stock-based awards in ~~2017.~~2022. There were no options exercised in ~~2017~~2022 by any of the named executives.

~~2017 Vesting of~~ Stock-Based Awards

Stock-Based Awards
Vested in 2017
Name Number of
Shares
Acquired on
Vesting Value
Realized on
Vesting
Brian Duperreault — —
Siddhartha Sankaran(1) 30,739 $ 2,001,724
Douglas A. Dachille — —
Kevin T. Hogan(1) 57,637 $ 3,753,321
Peter Zaffino — —
Separated during 2017
Peter D. Hancock(2) 372,603 $ 23,399,887
Robert S. Schimek(3) 202,335 $ 13,089,762
Peter Y. Solmssen(4) 103,819 $ 6,642,340

Vested in 2022(1)

~~(1)~~


Name	Number of Shares Acquired on Vesting	Value Realized on Vesting ($)
Peter Zaffino	149,607	8,585,946
Shane Fitzsimons	23,974	1,399,068
Lucy Fato	87,019	4,978,920
Kevin T. Hogan	71,241	4,088,521
David McElroy	58,352	3,348,821

(1)Represents ~~one-third of each of~~ the ~~earned 2014~~2019 RSUs and 2019 PSUs ~~and 2013 PSUs~~(and related dividend equivalent rights) that vested onin January ~~1, 2017 (based~~2022 (each based on the value of the underlying shares of AIG ~~Common Stock~~common stock on the vesting date).

~~(2)~~

~~Represents (i) 126,890 shares underlying Mr. Hancock’s earned 2013 PSUs, one-third~~ For Ms. Fato only, also includes the second and final tranche of ~~which~~a special RSU award made in 2020 (and related dividend equivalent rights) that vested ~~on January 1, 2017 and one-third of which vested upon Mr. Hancock’s separation on May 14, 2017 (based~~in September 2022 (each based on the value of the underlying shares of AIG Common Stock on the respective vesting dates) (the first one-third of Mr. Hancock’s earned 2013 PSUs vested in January 2016), (ii) 141,991 shares underlying Mr. Hancock’s earned 2014 PSUs, one-third of which vested on January 1, 2017 and the remaining two-thirds of which vested upon Mr. Hancock’s separation (based on the value of underlying shares of AIG Common Stock on the respective vesting dates), (iii) 39,889 shares underlying Mr. Hancock’s earned 2015 PSUs (and related dividend equivalents), all of which vested upon his separation (based on the value of underlying shares of AIG Common Stock on the vesting date) and (iv) 63,833 shares underlying Mr. Hancock’s 2017 RSUs, all of which vested upon his separation (based on the value of underlying shares of AIG Common Stockcommon stock on the vesting date). ~~All~~For Mr. Fitzsimons only, also includes the first tranche of ~~Mr. Hancock’s earned 2013 PSUs has been delivered. Two-thirds of Mr. Hancock’s earned 2014 PSUs has been delivered, and the remaining one-third will be delivered~~a special RSU award made in ~~January 2019. One-third of Mr. Hancock’s 2015 PSUs~~2021 (and related dividend ~~equivalents) has been delivered, and the remaining two-thirds will be delivered~~equivalent rights) that vested in ~~each of January 2019 and January 2020. All of Mr. Hancock’s 2017 RSUs will be delivered in January 2020.~~

~~(3)~~

Represents (i) 41,482 shares underlying Mr. Schimek’s earned 2013 PSUs, one-third of which vested on January 1, 2017 and one-third of which vested upon Mr. Schimek’s separation on October 31, 2017 (basedDecember 2022 (each based on the value of the underlying shares of AIG Common Stock on the respective vesting dates) (the first one-third of Mr. Schimek’s earned 2013 PSUs vested in January 2016), (ii) 37,176 shares underlying Mr. Schimek’s earned 2014 PSUs, one-third of which vested on January 1, 2017 and the remaining two-thirds of which vested upon Mr. Schimek’s separation (based on the value of underlying shares of AIG Common Stock on the respective vesting dates), (iii) 8,846 shares underlying Mr. Schimek’s earned 2015 PSUs (including related dividend equivalents), all of which vested upon his separation (based on the value of underlying shares of AIG Common Stockcommon stock on the vesting date) and (iv) 114,831 shares underlying Mr. Schimek’s RSUs (and related dividend equivalents), all of which vested upon his separation (based on the value of underlying shares of AIG Common Stock on the vesting date). All of Mr. Schimek’s earned 2013 LTI PSUs has been delivered. Two-thirds of Mr. Schimek’s earned 2014 PSUs has been delivered, and the remaining one-third will be delivered in January 2019. One-third of Mr. Schimek’s 2015 PSUs (and related dividend equivalents) has been delivered, and the remaining two-thirds will be delivered in each of January 2019 and January 2020. All of Mr. Schimek’s RSUs (and related dividend equivalents) have been delivered, except his 2017 RSUs (and related dividend equivalents), which will be delivered in January 2020.

Post-Employment Compensation

~~TABLE OF CONTENTS~~

~~(4)~~

Represents 103,819 shares underlying Mr. Solmssen’s RSUs (and related dividend equivalents), all of which vested upon his separation on October 16, 2017 (based on the value of underlying shares of AIG Common Stock on the vesting date). All of Mr. Solmssen’s RSUs (and related dividend equivalents) have been delivered, except his 2017 RSUs (and related dividend equivalents), which will be delivered in January 2020.

~~TABLE OF CONTENTS~~

~~POST-EMPLOYMENT COMPENSATION~~

Pension Benefits

AIG does not have any active defined benefit (pension) ~~plans.~~plans in the United States. Effective January 1, 2016, benefit accruals under ~~our tax-qualified pension plan (the Qualified Retirement Plan) and our non-qualified pension plan (the Non-Qualified Retirement Plan) were frozen. As a result, the~~AIG’s Qualified Retirement Plan and ~~the~~ Non-Qualified Retirement Plan (the Plans) were frozen. At that time, the Plans were closed to new participants and ~~current~~active participants ~~can no longer~~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 ~~also~~ continue to earn service credits for purposes of vesting and early retirement eligibility ~~subsidies as they continue to work for AIG.~~subsidies.

~~Participants in~~In the case of the Qualified Retirement Plan, participants vest ~~in and receive their benefits based on length~~after three years of service. ~~Participants~~Mr. Hogan, who is fully vested in his benefit, became a terminated vested participant under the Qualified Plan effective September 19, 2022 in connection with the Corebridge IPO and thus became eligible to commence his Qualified Plan benefit as of that date. In the case of the Non-Qualified Retirement Plan, participants vest ~~in and receive these benefits based on their~~once they attain either (1) age ~~and length~~60 with five or more years of service, or (2) age 55 with ten or more years of service. The Qualified Retirement Plan covers participating employees of AIG and its subsidiaries who are paid on a U.S. dollar payroll and are citizens of the United States, or non-citizens working in the United States, and the Non-Qualified Retirement Plan covers participating employees whose formula benefitMr. Hogan is ~~restricted from being~~ fully ~~paid from the Qualified Retirement Plan due to IRS limits on compensation and benefits, including the named executives.~~

Mr. Duperreault was employed by AIG from May 1, 1973 to September 7, 1994 and accrued pension benefits under the Qualified Retirement Plan and the Non-Qualified Retirement Plan during this employment. Mr. Duperreault was vested in his ~~Qualified Retirement~~benefit under that plan as well, and will be required to commence his Non-Qualified Plan benefit ~~at the time of~~when his ~~resignation in 1994 and elected to commence this benefit on September 1, 2017. He has not received a distribution from the Non-Qualified Retirement Plan. Pursuant to the terms of these Plans, prior~~ service ~~is recognized~~ for vesting and eligibility to participate. Therefore, upon rejoining AIG on May 14, 2017, Mr. Duperreault’s prior service was recognized for vesting purposes under the Plans, but benefit accruals did not commence when he rejoined AIG asCorebridge terminates.

Before the Plans were frozen, ~~effective January 1, 2016. Mr. Hogan was employed by AIG from September 4, 1984 to November 5, 2008 and accrued pension benefits under~~ the Qualified Retirement Plan and the Non-Qualified Retirement Plan during this employment. Mr. Hogan did not receive a distribution from the Qualified Retirement Plan or the Non-Qualified Retirement Plan at the time of his resignation in 2008. Pursuant to the terms of these Plans, prior service is recognized for vesting and eligibility to participate. Therefore, upon rejoining AIG in 2013, benefit accruals commenced immediately under the Plans for Mr. Hogan, until benefit accruals were frozen for all participants effective January 1, 2016.

While AIG was subject to the TARP restrictions on executive compensation, benefit accruals in the Non-Qualified Retirement Plan were frozen on December 11, 2009 for Mr. Schimek. Because the TARP restrictions ceased to apply as of December 14, 2012, the freeze on benefit accruals in the Non-Qualified Retirement Plan ended and benefit accruals commenced again under the plan after this date. In addition, benefit accruals commenced for Messrs. Hancock and Sankaran under the Non-Qualified Retirement Plan, as they had not accrued any benefits under this plan prior to the TARP restrictions. We are not permitted to restore service for benefit accruals for the length of time during which these executives were subject to the freeze.

Mr. Dachille was hired on September 15, 2015 and benefit accruals under the Qualified Retirement Plan and the Non-Qualified Retirement Plan commenced on September 15, 2015. Messrs. Zaffino and Solmssen were not participants in the Qualified Retirement Plan or the Non-Qualified Retirement Plan because they joined AIG after the Plans were frozen effective January 1, 2016.

~~The~~ benefit formula under the ~~Qualified Retirement Plan and the Non-Qualified Retirement Plan~~Plans was converted ~~effective April 1, 2012~~ from a final average pay formula to a cash balance formula, ~~comprised of pay credits, calculated based on 6 percent of a plan participant’s annual pensionable compensation. Pay credits~~effective April 1, 2012. Mr. Hogan accrued benefits under these Plans accrued through 2015 (subject to the IRS limitation on qualified plans of $265,000 in 2015) and ceased on December 31, 2015. However, annual interest credits continued (2.50 percent in 2017, based upon the 30-year long-term Treasury rate). This rate is adjusted annually on January 1.

~~The definition of pensionable compensation under the cash balance formula is different from the definition used in~~both the final average pay ~~formula. Prior to the January 1, 2016 freeze date,~~ and ~~effective April 1, 2012, pensionable compensation under the~~ cash balance ~~formula included base salary, commissions, overtime and annual short-term incentive awards.~~ formulas.

The ~~Qualified Retirement Plan was subject to IRS compensation limits and the Non-Qualified Retirement Plan was subject to an annual compensation limit of $1,050,000 in 2015.~~

~~TABLE OF CONTENTS~~

~~The~~Plans’ final average pay formula and definition of pensionable compensation did not change under the Qualified Retirement Plan or the Non-Qualified Retirement Plan for employees whose age plus credited service as of March 31, 2012 equaled 65 or greater and who had at least five years of credited service in the Qualified Retirement Plan as of that date. None of the named executives met these requirements. For purposes of the Qualified Retirement Plan and Non-Qualified Retirement Plan, each final average pay formula has been based on the average pensionable compensation of a participant during those three consecutive years in the last ten years of credited service that afford the highest such average, not including amounts attributable to overtime pay, quarterly bonuses, annual cash bonuses or long-term incentive awards. However, as a result of the freeze of benefit accruals effective January 1, 2016 for the Qualified Retirement Plan and the Non-Qualified Retirement Plan, each final average pay formula is based on the average pensionable compensation of a participant during those three consecutive years in the last ten years of credited service through December 31, 2015. These participants will receive a benefit under the Qualified Retirement Plan and the Non-Qualified Retirement Plan calculated using either the final average pay formula or the cash balance formula, whichever produces the greater benefit. The Qualified Retirement Plan and Non-Qualified Retirement Plan final average pay formula rangesranged 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 retire after~~

The Plans’ cash balance formula was comprised of pay credits, which were calculated based on six percent of a Plan participant’s annual pensionable compensation, and annual interest credits. Pensionable compensation under the ~~normal retirement age of 65, the retirement benefit is actuarially increased to reflect the later benefit commencement date.~~

~~Participants in~~cash balance formula included base salary, commissions, overtime and annual STI awards, with the Qualified Retirement Plan ~~are vested after three years of service~~subject to IRS compensation limits and ~~participants in~~ the Non-Qualified Retirement Plan ~~are vested once they attain age 60 with five or more years~~subject to an annual compensation limit of ~~service or age 55 with ten or more years of service.~~$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~~limits. Pay credits ceased under the Plans on ~~compensation and benefits.~~December 31, 2015, but annual interest credits continue (2.06 percent in 2022, based upon the 30-year Treasury rate). This rate is adjusted annually on January 1.

~~Participants in~~Benefits under the Qualified Retirement Plan ~~can elect to receive their benefit in the form of~~are paid as an annuity or as a lump ~~sum distribution. However, Mr. Duperreault can only receive his benefit in the form of an annuity because he was only eligible for the form of payment provided~~sum. Benefits under the ~~Plan at the time of his resignation in 1994. For~~ Non-Qualified Retirement Plan ~~participants, the benefit they~~ accrued ~~through March 31,~~prior to April 1, 2012 ~~can be paid only in the form of~~are payable as an annuity and ~~the benefit~~benefits accrued on ~~and~~or after April 1, 2012 ~~through December 31, 2015 can be paid only in~~are payable as a lump sum.

AIG 2023 PROXY STATEMENT69

2022 Executive Compensation Post-Employment Compensation

Early ~~retirement benefits.~~Retirement Benefits

Each of the ~~domestic pension plans~~Plans provides for reduced early retirement benefits. ~~These benefits are available to all vested~~Actively employed participants in the ~~Qualified Retirement Plan. The Non-Qualified Retirement Plan provides reduced~~Plans 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 excluding the TARP-related freeze period.~~vesting purposes.

In the case of early retirement, ~~participants in the Qualified Retirement Plan and the Non-Qualified Retirement Plan~~ 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, 4~~three, four or 5five percent (depending on age and years of credited service at ~~retirement, excluding the TARP-related freeze period with respect to the Non-Qualified Retirement Plan)~~retirement) for each year that retirement precedes age 65. ~~Participants~~Mr. Hogan is eligible for early retirement benefits on his final average pay benefit accrual under the Plans reflecting the five percent reduction.

In the case of early retirement under the cash balance formula, participants in the Plans will receive the value of their cash balance account as of the date of early retirement.

In connection with the Corebridge IPO, Mr. Hogan became a terminated vested participant in the Qualified ~~Retirement~~ Plan and ~~Non-Qualified Retirement Plan will continue to receive~~ceased receiving service credit ~~on and after the January 1, 2016 freeze date in determining age and length~~for purposes of ~~service~~early retirement at that time. Mr. Hogan is eligible for early retirement ~~subsidies and vesting purposes. Participants in~~benefits 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, in~~Plans 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. Participants in the Qualified Retirement Plan can elect to receive their benefit in the form of an annuity or as a lump sum distribution upon normal or early retirement. For Non-Qualified Retirement Plan participants, the benefit they accrued through March 31, 2012 can be paid only in the form of an annuity, and the benefit accrued on and after April 1, 2012 through December 31, 2015 can be paid only in a lump sum.

five percent reduction.

~~TABLE OF CONTENTS~~

Death and ~~disability benefits.~~Disability Benefits

Each of the ~~domestic pension plans~~Plans also provides for death and disability benefits. The death benefit payable to a participant’s designated beneficiary under the ~~Qualified Retirement Plan and the Non-Qualified Retirement Plan~~Plans will generally equal the participant’s lump sum benefit or cash balance account.

Under the ~~Qualified Retirement Plan and the Non-Qualified Retirement Plan, prior to the January 1, 2016 freeze date,~~Plans, participants who ~~became~~become disabled and received payments under AIG’s long-term disability plan, and whose benefit was determined under the final average pay formula, continued to accrue credited service, and participants whose benefit was determined under the cash balance formula continued to receive interest and pay credits to their cash balance account, for a maximum of three additional years. On and after the January 1, 2016 freeze date, participants who receive payments under AIG’s long-term disability plan on and after the freeze date continue to receive ~~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 ~~for~~up to the date they commence their benefit.

In connection with the Corebridge IPO, Mr. Hogan became a ~~maximum of three additional years.~~

~~As with other retirement benefits,~~terminated vested Participant in the ~~case~~Qualified Plan and ceased receiving service credit for purposes of death and disability benefits ~~the formula benefit under the Non-Qualified Retirement Plan is reduced by amounts payable under the Qualified Retirement Plan.~~at that time.

~~2017 pension benefits.~~ 2022 Pension Benefits

The following table details the accumulated benefits under the ~~pension plans~~Plans 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 the named executives are at least partially unvested 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 2017, Mr. Duperreault was eligible for normal retirement benefits and Mr. Hogan was eligible for early retirement benefits under the Non-Qualified Retirement Plan. In addition, as of year-end 2017, Messrs. Sankaran, Dachille and Hogan were vested in the Qualified Retirement Plan and eligible to commence benefits under the Plan early. Mr. Duperreault was also vested in his Qualified Retirement Plan benefit and elected to commence his benefit under the Plan in September 2017.

Mr. Hancock was not vested in or eligible for early retirement benefits under the Non-Qualified Retirement Plan upon his separation from employment on May 14, 2017. Mr. Hancock forfeited these benefits upon his separation from AIG. Mr. Hancock elected to receive his early retirement benefits under the Qualified Retirement Plan effective March 1, 2018. Mr. Schimek was not vested in or eligible for early retirement benefits under the Non-Qualified Retirement Plan upon his separation from employment on October 31, 2017. Mr. Schimek forfeited these benefits upon his separation from AIG. Mr. Schimek elected to receive his early retirement benefits under the Qualified Retirement Plan effective April 1, 2018. Mr. Solmssen was not a participant in the Qualified or Non-Qualified Retirement Plans.

AIG has not granted extra years of credited service under the defined benefit plans described above to any named executive, other than recognizing prior service by Mr. Dachille to First Principles for purposes of determining vesting and eligibility pursuant to the terms of AIG’s acquisition of First Principles.

~~TABLE OF CONTENTS~~

~~2017~~2022 Pension Benefits

Name Plan Name Years of
Credited
Service(1) Present
Value of
Accumulated
Benefit(2) Payments
During 2017
Brian Duperreault Qualified Retirement Plan 18.750 $ 1,225,069 $ 28,367
Non-Qualified Retirement Plan 18.750 $ 164,238 $ 0
Total $ 1,389,307 $ 28,367
Siddhartha Sankaran Qualified Retirement Plan 4.583 $ 73,166 $ 0
Non-Qualified Retirement Plan 3.000 $ 125,361 $ 0
Total $ 198,527 $ 0
Douglas A. Dachille Qualified Retirement Plan 0.333 $ 16,035 $ 0
Non-Qualified Retirement Plan 0.333 $ 2,289 $ 0
Total $ 18,324 $ 0
Kevin T. Hogan Qualified Retirement Plan 25.917 $ 713,720 $ 0
Non-Qualified Retirement Plan 25.917 $ 881,957 $ 0
Total $ 1,595,677 $ 0
Peter Zaffino Qualified Retirement Plan 0 $ 0 $ 0
Non-Qualified Retirement Plan 0 $ 0 $ 0
Total $ 0 $ 0
Separated during 2017
Peter D. Hancock Qualified Retirement Plan 5.333 $ 125,264 $ 0
Non-Qualified Retirement Plan 3.000 $ 0 $ 0
Total $ 125,264 $ 0
Robert S. Schimek Qualified Retirement Plan 9.917 $ 246,602 $ 0
Non-Qualified Retirement Plan 6.917 $ 0 $ 0
Total $ 246,602 $ 0
Peter Y. Solmssen Qualified Retirement Plan 0 $ 0 $ 0
Non-Qualified Retirement Plan 0 $ 0 $ 0
Total $ 0 $ 0


Name	Plan Name	Years of Credited Service(1)	Present Value of Accumulated Benefit 2022 ($)(2)	Payments During 2022 ($)
Peter Zaffino	Qualified Retirement Plan	—	—	—
	Non-Qualified Retirement Plan	—	—	—
	Total		—	—
Shane Fitzsimons	Qualified Retirement Plan	—	—	—
	Non-Qualified Retirement Plan	—	—	—
	Total		—	—
Lucy Fato	Qualified Retirement Plan	—	—	—
	Non-Qualified Retirement Plan	—	—	—
	Total		—	—
Kevin T. Hogan	Qualified Retirement Plan	25.917	675,395	—
	Non-Qualified Retirement Plan	25.917	820,440	—
	Total		1,495,835	—
David McElroy	Qualified Retirement Plan	—	—	—
	Non-Qualified Retirement Plan	—	—	—
	Total		—	—

(1)

The ~~2017~~ named executives had the following years of service with AIG as of December 31, ~~2017:~~2022: Mr. ~~Duperreault—22.083;~~Zaffino—5.50; Ms. Fato—5.25; Mr. ~~Sankaran—7.167;~~Hogan—33.50; Mr. ~~Dachille—2.333;~~Fitzsimons—3.50; Mr. ~~Hogan—28.500; and~~McElroy—4.25.

For all named executives other than Mr. ~~Zaffino—0.500. As of their respective separation dates,~~Hogan, because the named executive ~~officers who separated~~joined AIG after the Plans were frozen, he or she is not a participant in ~~2017 had the following years of service with AIG:~~ either Plan.

70AIG 2023 PROXY STATEMENT

2022 Executive Compensation Post-Employment Compensation

Mr. ~~Hancock—7.330,~~Hogan. Mr. ~~Schimek—12.333; and Mr. Solmssen—1.083.~~

~~Mr. Duperreault.~~ ~~Mr. Duperreault~~Hogan has 7.583 fewer years of credited service (with AIG and Corebridge) than actual service under the ~~Qualified Retirement Plan~~Plans because the Plans were frozen on January 1, 2016 and ~~the Non-Qualified Retirement Plan~~ because at the time he was originally hired, the Qualified Retirement Plan was contributory and employees received credited service when they began to contribute to the Plan. Mr. Duperreault was employed by AIG starting on May 1, 1973, but did not begin to contribute to the Qualified Retirement Plan until January 1, 1976. He accrued pension benefits under the Qualified Retirement Plan and the Non-Qualified Retirement Plan during his employment until his resignation from AIG on September 7, 1994. Mr. Duperreault did not receive a distribution from the Qualified Retirement Plan or the Non-Qualified Retirement Plan at the time of his resignation in 1994. Mr. Duperreault was vested in his Qualified Retirement Plan benefit at the time of his resignation in 1994 and elected to commence this benefit on September 1, 2017. He has not received a distribution from the Non-Qualified Retirement Plan. Pursuant to the terms of these Plans, prior service is recognized for vesting and eligibility to participate. Therefore, upon rejoining AIG on May 14, 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

~~TABLE OF CONTENTS~~

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. Sankaran.~~ ~~Mr. Sankaran has fewer years of credited service than actual service under the Qualified Retirement Plan because, at the time he was~~initially hired, employees were required to wait a year after commencing employment with AIG before becoming participants in this plan and received credit for service retroactive to six months of employment. Mr. Sankaran became a participant in the Qualified Retirement Plan effective December 1, 2011 after he completed one year of service with AIG, with service credited retroactive to June 1, 2011. Mr. Sankaran began accruing credited service under the Non-Qualified Retirement Plan on January 1, 2013, the first of the month following December 14, 2012, the end of AIG’s TARP restrictions period. He participates in the Qualified Retirement and Non-Qualified Retirement Plans under the cash balance formula. He began to accrue pay credits under the Non-Qualified Retirement Plan cash balance formula following December 14, 2012, the end of AIG’s TARP restrictions period. The Qualified and Non-Qualified Retirement Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015.

~~Mr. Dachille.~~ Mr. Dachille has fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because the Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. Mr. Dachille became a participant in the Qualified Retirement Plan and the Non-Qualified Retirement Plan effective September 15, 2015, the date he joined AIG. He participates in the Qualified Retirement and Non-Qualified Retirement Plans under the cash balance formula.

~~Mr. Hogan.~~ Mr. Hogan has fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because, at the time he was hired, employees were required to wait a year after commencing employment with AIG before becoming participants in these Plans and received credit for service retroactive to six months of employment. Mr. Hogan was employed by AIG from September 4, 1984 to November 5, 2008 and accrued pension benefits under the ~~Qualified Retirement Plan and the Non-Qualified Retirement Plan~~Plans during this employment. Mr. Hogan did not receive a distribution from the ~~Qualified Retirement Plan or the Non-Qualified Retirement Plan~~Plans at the time of his initial resignation. Upon his rehire onin October ~~14,~~ 2013, benefit accruals commenced immediately under the ~~Qualified and Non-Qualified Retirement~~ Plans calculated under the cash balance formula, and prior service, pursuant to the terms of ~~these~~the Plans, was recognized for vesting and eligibility purposes. Mr. Hogan’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. The ~~Qualified and Non-Qualified Retirement~~ Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015.

~~Mr. Zaffino.~~ ~~Mr. Zaffino is not a participant in the Qualified Retirement Plan or the Non-Qualified Retirement Plan because he joined AIG after the Plans were frozen effective January 1, 2016.~~

~~Mr. Hancock.~~ Mr. Hancock had fewer years of credited service than actual service under the Qualified Retirement Plan because, at the time he was hired, employees were required to wait a year after commencing employment with AIG before becoming participants in this Plan and received credit for service retroactive to six months of employment. Mr. Hancock became a participant in the Qualified Retirement Plan effective March 1, 2011 after he completed one year of service with AIG, with service credited retroactive to September 1, 2010. Mr. Hancock began accruing credited service under the Non-Qualified Retirement Plan on January 1, 2013, the first of the month following December 14, 2012, the end of AIG’s TARP restrictions period. He participated in the Qualified Retirement and Non-Qualified Retirement Plans under the cash balance formula. He began to accrue pay credits under the Non-Qualified Retirement Plan cash balance formula following December 14, 2012, the end of AIG’s TARP restrictions period. The Qualified and Non-Qualified Retirement Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. For Mr. Hancock, years of credited service and pension values reflect the values as of his separation date of May 14, 2017.

~~Mr. Schimek.~~ ~~Mr. Schimek had fewer years of credited service than actual service under the Qualified Retirement Plan and Non-Qualified Retirement Plan because, at the time he was hired, employees were~~

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required to wait a year after commencing employment with AIG before becoming participants in these Plans and received credit for service retroactive to six months of employment. Mr. Schimek became a participant in the Qualified Retirement Plan and Non-Qualified Retirement Plan effective August 1, 2006 after he completed one year of service with AIG, with service credited retroactive to February 1, 2006. Mr. Schimek’s credited service under the Non-Qualified Retirement Plan is less than his credited service under the Qualified Retirement Plan due to the freeze on service accruals in the Non-Qualified Retirement Plan. He participated in the Qualified Retirement Plan and Non-Qualified Retirement Plan under the cash balance formula. Mr. Schimek resumed accrual of pay credits under the Non-Qualified Retirement Plan cash balance formula following December 14, 2012, the end of AIG’s TARP restrictions period and resumed accruing credited service under the Non-Qualified Retirement Plan on January 1, 2013. The Qualified and Non-Qualified Retirement Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. For Mr. Schimek, years of credited service and pension values reflect the values as of his separation date of October 31, 2017.

~~Mr. Solmssen.~~ ~~Mr. Solmssen was not a participant in the Qualified Retirement Plan or the Non-Qualified Retirement Plan because he joined AIG after the Plans were frozen effective January 1, 2016.~~

(2)

The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, ~~2017~~2022 (the pension plan measurement date for purposes of AIG’s financial statement reporting)~~, with the exception of Messrs. Hancock and Schimek, whose values reflect their separation dates.~~. The actuarial present values of the accumulated benefits under the ~~Qualified Retirement Plan and the Non-Qualified Retirement Plan~~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 2120 to the Consolidated Financial Statements included in AIG’s ~~2017~~2022 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is ~~3.61~~5.22 percent for the Qualified Retirement Plan. The discount rate assumption is ~~3.53~~5.20 percent for the Non-Qualified Retirement Plan. The mortality assumptions are based on the ~~RP-2014~~Pri-2012 annuitant white collar mortality table projected using the 2020 AIG improvement scale.

As a result of the TARP restrictions on executive compensation, benefit accruals in the Non-Qualified Retirement Plan were frozen on December 11, 2009 for Mr. Schimek. The TARP-related freeze on benefit accruals in the Non-Qualified Retirement Plan ended on December 14, 2012. Messrs. Duperreault, Dachille and Hogan were not employed by AIG during the TARP-related freeze period, and Messrs. Hancock and Sankaran did not begin accruing pay credits under the Non-Qualified Retirement Plan until December 14, 2012. We are not permitted to restore service for benefit accruals for the length of time during which these executives were subject to the TARP-related freeze.

The Non-Qualified Retirement Plan benefits for these participants, if eligible, are equal to the lesser of the frozen Non-Qualified Retirement Plan (excluding service and earnings during the period in which benefit accruals were frozen due to the TARP restrictions) or the Non-Qualified Retirement Plan without taking into account the TARP-related freeze on service accruals. Vesting is determined in the Non-Qualified Retirement Plan based on age and years of service as of the executive’s actual retirement date. Early retirement reduction factors are based on age at the executive’s actual retirement date and years of credited service excluding credited service during the period in which benefit accruals were frozen due to the TARP restrictions. Participants will continue to receive service credit on and after the January 1, 2016 freeze date in determining age and length of service for both vesting and early retirement subsidies.

Nonqualified Deferred Compensation

None of the named executive officers participate in a nonqualified deferred compensation plan.

Potential Payments on Termination

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~~POTENTIAL PAYMENTS ON TERMINATION~~

AIG maintains an Executive Severance ~~Plan.~~ ~~As previously discussed, AIG maintains the 2012 ESP~~Plan (ESP) for AIG executives in grade level 27 or above, including the ~~current~~ named executives other than Mr. Zaffino. The terms of the ESP are consistent with our compensation design philosophy as described in “Compensation Discussion and ~~executives who participated~~Analysis — Compensation Design.”

Mr. Zaffino’s new, five-year employment agreement provides for specific payments and benefits upon a termination of his employment. Mr. Zaffino is not a participant in ~~AIG’s prior~~the ESP.

In addition, until December 31, 2022, Mr. Hogan was eligible to receive benefits under the ESP. Beginning January 1, 2023, Mr. Hogan is eligible to receive benefits under Corebridge's executive severance plan, ~~(Prior Participants).~~which has terms substantially similar to AIG's ESP.

Executive Severance ~~benefits~~. Plan

Severance Benefits

The ~~2012~~ ESP provides for severance payments and benefits upon a termination by AIG without “Cause” or by a qualifying executive (including ~~Messrs. Duperreault, Sankaran, Dachille, Hogan and Zaffino)~~all of the participating named executives) for “Good ~~Reason,” including, for qualifying executives, after a “Change~~Reason” (such terms as defined in ~~Control.”~~the ESP). In the event of a qualifying termination, subject to the participant’s execution of a release of claims and agreement to abide by certain restrictive covenants, a participant is generally eligible to receive:

•
nFor qualifying terminations not in connection with a Change in Control, severance in an amount equal to the product of 1.5 times the sum of base salary and the average amount of STI paid for the preceding three completed calendar years. For qualifying terminations within two years following a Change in Control, enhanced severance in an amount equal to the product of a multiplier of 2 times the sum of base salary and the greater of (i) the average amount of STI paid to the executive for the preceding three completed calendar years, or (ii) the executive’s target STI for the most recently completed calendar year preceding the termination year.

nFor terminations on and after April 1 (or January 1 in the case of a termination following a Change in Control) of the termination year, a pro-rata annual ~~short-term incentive~~STI award for the year of termination based on the participant’s target amount and actual company (and/or, if applicable, business unit or function) performance, paid at the same time as such ~~short-term incentives~~STI awards are regularly paid to similarly situated active ~~employees; and~~

•

Severance in an amount equal to the product of a multiplier times the sum of base salary and the average amount of short-term incentive 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 for qualifying terminations within two years following a Change in Control. Each of Messrs. Duperreault, Sankaran, Dachille, Hogan and Zaffino is eligible for the higher multipliers.

employees.

If the qualifying termination occurs within twelve months after experiencing a reduction in base salary or annual ~~short-term incentive,~~STI target, the payments described above are calculated as if the qualifying termination occurred immediately prior to the reduction. ~~However, in any event, Prior Participants in grade level 27 or above, which includes Mr. Sankaran, may not receive less than the severance they would have received under the prior plan.~~ Severance generally will be paid in a lump sum.

Participants are also entitled to continued health coverage under the Consolidated Omnibus Budget Reconciliation Act ~~of 1985~~ (COBRA), a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service under ~~AIG’s non-qualified pension plans~~the Non-Qualified Retirement Plan and the AIG ~~Medical Plan~~medical plan solely for purposes of determining vesting and eligibility, not benefit accruals. The one year of additional age and service is also used for the purpose of determining eligibility to enroll in retiree medical coverage.

AIG 2023 PROXY STATEMENT71

2022 Executive Compensation Potential Payments on Termination

Restrictive ~~covenants.~~Covenants

Pursuant to the release of claims that each participant must execute to receive benefits under the ~~2012~~ ESP, each participant is generally prohibited from:

•

nEngaging in, being employed by, rendering services to or acquiring financial interests in certain businesses that ~~are competitive~~complete with AIG for a period of six months after ~~termination;~~termination

•

nInterfering with AIG’s business relationships with customers, suppliers or consultants for a period of six months after ~~termination;~~termination

•

nSoliciting or ~~hiring~~participating in the solicitation or recruitment of AIG employees for a period of one year after ~~termination; and~~termination

•

nDisclosing AIG’s confidential information at any time following ~~termination.~~termination

Zaffino Employment Agreement

~~Definitions.~~ ~~Under~~Severance Benefits

In the ~~2012 ESP:~~

•

~~“Cause” generally means~~

•

~~the participant’s conviction, whether following trial~~event of a termination of Mr. Zaffino’s employment by AIG without “Cause” or by ~~plea of guilty or~~ ~~nolo contendere~~ (or similar plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (B) on a felony charge or (C) on an equivalent charge to those in clauses (A) and (B) 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

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•

~~the participant’s material violation of AIG’s codes of conduct or any other AIG policy as in effect from time to time.~~

•

~~“Change 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 nomineeMr. Zaffino 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~~“Good Reason” (each as defined in ~~Section 3(a)(9)~~his employment agreement), subject to his execution of a release of claims and agreement to abide by certain restrictive covenants, he is generally eligible to receive:

nFor such a termination not in connection with a Change in Control, severance in an amount equal to the product of 1.5 times the sum of base salary and the average amount of STI paid for the preceding three completed calendar years. For such a termination within two years following a Change in Control, enhanced severance in an amount equal to the product of a multiplier of 2 times the sum of base salary and the greater of (i) the average amount of STI paid for the preceding three completed calendar years, or (ii) target STI.

nFor such a termination not in connection with a Change in Control, a pro rata bonus for the year of termination based on the number of days employed during the calendar year of termination and actual achievement against the stated performance objectives (with any individual performance objectives deemed to have been achieved at 100 percent of target levels). For such a termination within two years following a Change in Control, then the pro rata bonus will be based on the greater of target STI and actual achievement as described in the preceding sentence. This pro rata bonus is referred to as the “Pro Rata Bonus.”

n Accelerated vesting of all outstanding equity awards (with any awards subject to performance conditions determined based on actual performance at the end of the ~~Exchange Act~~applicable performance period). This accelerated vesting is referred to as the “Equity Acceleration.”

nContinued health coverage under COBRA, a $40,000 payment that may be applied towards continued health coverage and ~~as used~~life insurance and one year of additional age and service for the purpose of determining eligibility to enroll in ~~Sections 13(d)(3)~~retiree medical coverage.

Severance generally will be paid in a lump sum.

In the event of a termination of Mr. Zaffino’s employment due to his death or disability, subject to his (or, if applicable, his representative’s or estate’s)execution of a release of claims and ~~14(d)(2)~~agreement (in the case of his disability) to abide by certain restrictive covenants, he is eligible to receive:

nThe Pro Rata Bonus; provided that if the termination is due to death, then the Pro Rata Bonus will be based on his target STI.

nThe Equity Acceleration; provided that if the termination is due to death, then any applicable performance conditions will be deemed to have been earned at target levels.

In the event of a termination of Mr. Zaffino’s employment due to his retirement or expiration of the ~~Exchange Act);~~

•

~~consummation~~initial five-year term of his agreement, subject to his execution of a ~~merger, consolidation, statutory share exchange or similar form~~release 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~~claims and agreement to abide by specified restrictive covenants, he is eligible to ~~elect directors~~receive:

nThe Pro Rata Bonus

n The Equity Acceleration

Restrictive Covenants

Under his agreement, Mr. Zaffino is generally prohibited from:

nEngaging in, being employed by, rendering services to or acquiring a financial interest in certain businesses that compete with AIG for a period of ~~the entity resulting from such transaction;~~one year after termination

nInterfering with AIG’s business relationships with customers, suppliers or consultants for a period of one year after termination

•

~~a sale of all~~nSoliciting 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 reduction of more than 20 percent~~participating in the ~~participant’s annual target direct compensation.~~solicitation of AIG employees for a period of one year after termination

nDisclosing AIG’s confidential information at any time following termination

72AIG 2023 PROXY STATEMENT

2022 Executive Compensation Potential Payments on Termination

Treatment of LTI ~~Awards.~~ ~~Since 2013,~~Awards

The LTI ~~awards have been issued under the 2013 LTI Plan (for 2013, 2014, 2015 and 2016 PSUs) or the LTI Plan (for 2017 PSUs and 2017 RSUs), each of which~~plan provides for accelerated vesting of outstanding PSUs, RSUs and ~~2017 RSUs~~2020, 2021 and 2022 stock options, as applicable, in certain termination scenarios.

In the case of a participant’s involuntary termination without Cause (with or without a Change in Control (defined in the same manner as in the ~~2012~~ ESP, as set forth above)), voluntary termination with Good Reason (following a Change in Control only), retirement or disability, ~~or if the participant experiences a qualifying resignation after the first year of a performance period (e.g., on or after January 1, 2018 for the 2017–2019 performance period),~~ the participant’s outstanding LTI ~~award~~awards will ~~vest and, with respect to~~vest. Earned PSUs ~~earned PSUs (if any)~~ will be determined based on actual performance for the whole performance period. 2020, 2021 and 2022 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 ~~2017~~2021 and 2022 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, and a qualifying resignation requires attainment of both (1) age 50 with at least five years of service and (2) age plus years of service equal to at least 60.~~ service.

In the case of a participant’s death during or prior to adjudication for a 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 ~~Committee~~CMRC determines to use actual performance through the date of the Change in Control) and the full amount of ~~2017~~2021 and 2022 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. 2020, 2021 and 2022 stock options will vest and remain exercisable for three years after death. In no event will any 2020, 2021 or 2022 stock options remain exercisable after the initial ten-year expiration date.

~~RSUs granted to our named executives other than the 2017 RSUs are not eligible for qualifying resignation or retirement~~The treatment ~~but otherwise have the same accelerated vesting terms~~of Mr. Zaffino’s outstanding equity awards upon his termination ~~as the 2017 RSUs~~of employment is described ~~above.~~above in “—Zaffino Employment Agreement—Severance Benefits.”

AIG 2023 PROXY STATEMENT73

2022 Executive Compensation Potential Payments on Termination

Quantification of Termination Payments and ~~Benefits.~~ ~~Our named executive officers who separated in 2017 are not included in the Termination Payments and~~ Benefits ~~table below because they were not employed by us on December 31, 2017. Below are the benefits each of our named executive officers who separated in 2017 received upon his separation from employment.~~

~~Mr. Hancock.~~ Mr. Hancock separated from AIG on May 14, 2017, and, pursuant to his Transition Agreement entered into with AIG on March 17, 2017, was entitled to termination without cause benefits under the 2012 ESP (with his lump sum severance payment calculated as if he had terminated on March 8, 2017, the day before Mr. Hancock announced his intent to resign). Upon separation, he received a lump sum severance payment of $9,528,890 and was entitled to a lump sum payment of $40,000 that may be applied towards continued health coverage and life insurance. For 2017, Mr. Hancock earned a pro-rata short-term incentive award of $704,000, 100 percent of which was vested and paid in March 2018.

Mr. Hancock’s outstanding PSUs and 2017 RSUs vested upon his separation. For details regarding the market value of these awards, see “Holdings of and Vesting of Previously Awarded Equity.” Mr. Hancock’s earned

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but unpaid 2013, 2014 and 2015 PSUs (and for 2015 PSUs, related dividend equivalents) and unpaid 2017 RSUs (and related dividend equivalents) will be paid on the normal payment schedule applicable to these awards. Earned amounts for 2016 and 2017 PSUs (and for each, related dividend equivalents), if any, will be based on actual performance following the applicable performance period and paid on the normal payment schedule applicable to these awards.

Pursuant to his Transition Agreement, Mr. Hancock also received a lump sum payment of $5,000,000 for his service through the transition to our new President and Chief Executive Officer. Mr. Hancock’s severance payments and benefits are subject to his release of claims against AIG and restrictive covenants, as described above in “—Executive Severance Plan—Restrictive Covenants.”

~~Mr. Schimek.~~ Mr. Schimek separated from AIG on October 31, 2017, and was entitled to termination without cause benefits under the 2012 ESP. Upon separation, he received a lump sum severance payment of $4,618,111 and was entitled to a lump sum payment of $40,000 that may be applied towards continued health coverage and life insurance. For 2017, Mr. Schimek earned a pro-rata short-term incentive award of $962,500, 100 percent of which was vested and paid in March 2018.

Mr. Schimek’s outstanding PSUs and RSUs vested upon his separation. For details regarding the market value of these awards, see “Holdings of and Vesting of Previously Awarded Equity.” Mr. Schimek’s earned but unpaid 2013, 2014 and 2015 PSUs (and for 2015 PSUs, related dividend equivalents) and unpaid 2017 RSUs (and related dividend equivalents) will be paid on the normal payment schedule applicable to these awards. His other RSUs (and related dividend equivalents) were paid upon his separation. Earned amounts for 2016 and 2017 PSUs (and, for each, related dividend equivalents), if any, will be based on actual performance following the applicable performance period and paid on the normal payment schedule applicable to these awards. Mr. Schimek’s severance payments and benefits are subject to his release of claims against AIG and restrictive covenants, as described above in “—Executive Severance Plan—Restrictive Covenants.”

~~Mr. Solmssen.~~ Mr. Solmssen separated from AIG on October 16, 2017, and was entitled to termination without cause benefits under the 2012 ESP. Upon separation, he received a lump sum severance payment of $4,050,000 and was entitled to a lump sum payment of $40,000 that may be applied towards continued health coverage and life insurance. For 2017, Mr. Solmssen earned a pro-rata short-term incentive award of $841,500, 100 percent of which was vested and paid in March 2018.

Mr. Solmssen’s outstanding 2017 PSUs and RSUs vested upon his separation. For details regarding the market value of these awards, see “Holdings of and Vesting of Previously Awarded Equity.” Mr. Solmssen’s unpaid 2017 RSUs (and related dividend equivalents) will be paid on the normal payment schedule applicable to this award, and his other RSUs (and related dividend equivalents) were paid upon his separation. Earned amounts for 2017 PSUs (and related dividend equivalents), if any, will be based on actual performance following the applicable performance period and paid on the normal payment schedule applicable to this award. Mr. Solmssen’s severance payments and benefits are subject to his release of claims against AIG and restrictive covenants, as described above in “—Executive Severance Plan—Restrictive Covenants.”

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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, ~~2017~~2022 under the circumstances indicated (including following a Change in Control).

Termination Payments and Benefits for the ~~Current~~ Named Executive Officers as of December 31, ~~2017~~

Name 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” $ 1,408,000 $ 7,200,000 $ 40,000 $ 0 $ 0 $ 11,200,206 $ 19,848,206
By Executive w/o Good Reason $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By Executive with Good Reason $ 1,408,000 $ 7,200,000 $ 40,000 $ 0 $ 0 $ 0 $ 8,648,000
Qualifying Termination following a Change in Control(7)
$ 1,408,000 $ 9,600,000 $ 40,000 $ 0 $ 0 $ 11,200,206 $ 22,248,206
Death $ 2,133,333 $ 0 $ 0 $ 0 $ 0 $ 11,200,206 $ 13,333,539
Disability(8)
$ 1,408,000 $ 0 $ 0 $ 0 $ 0 $ 11,200,206 $ 12,608,206
Retirement $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Siddhartha Sankaran
By AIG for “Cause” $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By AIG w/o “Cause” $ 1,122,000 $ 4,466,511 $ 40,000 $ 0 $ 0 $ 15,746,398 $ 21,374,909
By Executive w/o Good Reason $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By Executive with Good Reason $ 1,122,000 $ 4,466,511 $ 40,000 $ 0 $ 0 $ 0 $ 5,628,511
Qualifying Termination following a Change in Control(7)
$ 1,122,000 $ 4,466,511 $ 40,000 $ 0 $ 0 $ 15,746,398 $ 21,374,909
Death $ 1,700,000 $ 0 $ 0 $ 19,606 $ 0 $ 17,336,231 $ 19,055,837
Disability(8)
$ 1,122,000 $ 0 $ 0 $ 0 $ 0 $ 15,746,398 $ 16,868,398
Retirement $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Douglas A. Dachille
By AIG for “Cause” $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By AIG w/o “Cause” $ 1,320,000 $ 3,270,000 $ 40,000 $ 0 $ 0 $ 16,095,418 $ 20,725,418
By Executive w/o Good Reason $ 0 $ 0 $ 0 $ 0 $ 0 $ 5,730,583 $ 5,730,583
By Executive with Good Reason $ 1,320,000 $ 3,270,000 $ 40,000 $ 0 $ 0 $ 5,730,583 $ 10,360,583
Qualifying Termination following a Change in Control(7)
$ 1,320,000 $ 4,360,000 $ 40,000 $ 0 $ 0 $ 16,095,418 $ 21,815,418
Death $ 2,000,000 $ 0 $ 0 $ 956 $ 0 $ 19,141,267 $ 21,142,223
Disability(8)
$ 1,320,000 $ 0 $ 0 $ 0 $ 0 $ 16,095,418 $ 17,415,418
Retirement $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Kevin T. Hogan
By AIG for “Cause” $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By AIG w/o “Cause” $ 1,254,000 $ 3,650,375 $ 40,000 $ 0 $ 0 $ 19,723,065 $ 24,667,440
By Executive w/o Good Reason $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,206,352 $ 10,206,352
By Executive with Good Reason $ 1,254,000 $ 3,650,375 $ 40,000 $ 0 $ 0 $ 10,206,352 $ 15,150,727
Qualifying Termination following a Change in Control(7)
$ 1,254,000 $ 4,867,167 $ 40,000 $ 0 $ 0 $ 19,723,065 $ 25,884,232
Death $ 1,900,000 $ 0 $ 0 $ 0 $ 0 $ 22,902,790 $ 24,802,790
Disability(8)
$ 1,254,000 $ 0 $ 0 $ 0 $ 0 $ 19,723,065 $ 20,977,065
Retirement $ 0 $ 0 $ 0 $ 0 $ 0 $ 13,598,420 $ 13,598,420
Peter Zaffino
By AIG for “Cause” $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By AIG w/o “Cause” $ 1,980,000 $ 11,168,733 $ 40,000 $ 0 $ 0 $ 4,024,093 $ 17,212,826
By Executive w/o Good Reason $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
By Executive with Good Reason $ 1,980,000 $ 11,168,733 $ 40,000 $ 0 $ 0 $ 0 $ 13,188,733
Qualifying Termination following a Change in Control(7)
$ 1,980,000 $ 13,293,733 $ 40,000 $ 0 $ 0 $ 4,024,093 $ 19,337,826
Death $ 3,000,000 $ 0 $ 0 $ 0 $ 0 $ 4,024,093 $ 7,024,093
Disability(8)
$ 1,980,000 $ 0 $ 0 $ 0 $ 0 $ 4,024,093 $ 6,004,093
Retirement $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

2022

~~(1)~~


Name	Annual Short- Term Incentive ($)(1)	Severance ($)(2)	Medical and Life Insurance ($)(3)	Pension Plan Credit ($)(4)	Unvested Options ($)(5)	Unvested Stock Awards ($)(6)	Total ($)
Peter Zaffino
By AIG for “Cause”	—	—	—	—	—	—	—
By AIG w/o “Cause”	5,220,000	11,607,885	40,000	—	12,770,267	115,332,082	144,970,234
By Executive w/o Good Reason	—	—	—	—	—	—	—
By Executive with Good Reason	5,220,000	11,607,885	40,000	—	12,770,267	115,332,082	144,970,234
Qualifying Termination following a Change in Control(7)	5,220,000	15,477,181	40,000	—	12,770,267	115,332,082	148,839,530
Death	4,500,000	—	—	—	12,770,267	107,867,864	125,138,131
Disability	5,220,000	—	—	—	12,770,267	115,332,082	133,322,349
Retirement(8)	—	—	—	—	—	—	—
Shane Fitzsimons
By AIG for “Cause”	—	—	—	—	—	—	—
By AIG w/o “Cause”	1,972,000	4,341,000	40,000	—	2,235,309	8,510,260	17,098,569
By Executive w/o Good Reason	—	—	—	—	—	—	—
By Executive with Good Reason	1,972,000	4,341,000	40,000	—	—	—	6,353,000
Qualifying Termination following a Change in Control(7)	1,972,000	5,788,000	40,000	—	2,235,309	8,510,260	18,545,569
Death	1,700,000	—	—	—	2,235,309	8,374,630	12,309,939
Disability	1,972,000	—	—	—	2,235,309	8,510,260	12,717,569
Retirement(8)	—	—	—	—	—	—	—
Lucy Fato
By AIG for “Cause”	—	—	—	—	—	—	—
By AIG w/o “Cause”	2,204,000	5,879,500	40,000	—	5,591,499	20,032,054	33,747,053
By Executive w/o Good Reason	—	—	—	—	—	—	—
By Executive with Good Reason	2,204,000	5,879,500	40,000	—	—	—	8,123,500
Qualifying Termination following a Change in Control(7)	2,204,000	7,839,333	40,000	—	5,591,499	20,032,054	35,706,886
Death	1,900,000	—	—	—	5,591,499	16,578,569	24,070,068
Disability	2,204,000	—	—	—	5,591,499	20,032,054	27,827,553
Retirement(8)	—	—	—	—	—	—	—
Kevin T. Hogan
By AIG for “Cause”	—	—	—	86,866	—	—	86,866
By AIG w/o “Cause”	2,115,000	5,508,750	40,000	86,866	5,239,403	18,267,997	31,258,016
By Executive w/o Good Reason	—	—	—	86,866	—	—	86,866
By Executive with Good Reason	2,115,000	5,508,750	40,000	86,866	—	—	7,750,616
Qualifying Termination following a Change in Control(7)	2,250,000	7,345,000	40,000	86,866	5,239,403	18,267,997	33,229,266
Death	2,250,000	—	—	—	5,239,403	14,796,334	22,285,737
Disability	2,115,000	—	—	—	5,239,403	18,267,997	25,622,400
Retirement(8)	2,115,000	—	—	86,866	5,239,403	18,267,997	25,709,266
David McElroy
By AIG for “Cause”	—	—	—	—	—	—	—
By AIG w/o “Cause”	3,050,000	6,875,000	40,000	—	5,197,303	14,214,978	29,377,281
By Executive w/o Good Reason	—	—	—	—	—	—	—
By Executive with Good Reason	3,050,000	6,875,000	40,000	—	—	—	9,965,000
Qualifying Termination following a Change in Control(7)	3,050,000	9,166,667	40,000	—	5,197,303	14,214,978	31,668,948
Death	2,500,000	—	—	—	5,197,303	13,734,011	21,431,314
Disability	3,050,000	—	—	—	5,197,303	14,214,978	22,462,281
Retirement(8)	—	—	—	—	—	—	—

(1)These amounts represent annual ~~short-term incentive~~STI payments for which the named executives would have been eligible ~~pursuant to the 2012 ESP~~ had they been terminated on December 31, ~~2017.~~2022. Under the ~~2012~~ ESP, earned ~~short-term incentives~~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 short-term incentive~~or a qualifying termination following a Change in Control, STI payments under the ESP are based on the named executive’s target amount and

74AIG 2023 PROXY STATEMENT

2022 Executive Compensation Potential Payments on Termination

actual ~~company~~business or function performance and paid at the same time such ~~short-term incentives~~STI awards are regularly paid to similarly situated active employees. In the case of death, a named executive’s ~~short-term incentive~~STI payment is based on his target amount and paid as soon as administratively

~~TABLE OF CONTENTS~~

possible after the date of death (but in no event later than March 15th15th of the following year). In the case of a qualifying termination following a Change in Control, these STI payments are based on the better of the named executive’s target amount or target amount adjusted for actual business or function performance and paid at the same time such STI awards are regularly paid to similarly situated active employees. These amounts would have been solely in lieu of, and not in addition to, the annual ~~short-term incentives~~STI award for ~~2017~~2022 actually paid to the current named executives as reported in the ~~2017~~2022 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 descriptions of the ESP and Zaffino Employment Agreement 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~~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 ~~2017~~2022 Pension Benefits table, calculated using the same assumptions. ~~Where there is no increase in value, the amount shown in this column is zero.~~ For ~~Mr.~~Messrs. Zaffino, Fitzsimons and McElroy and Ms. Fato, the amount shown in the column is zero because ~~he is~~they are not ~~a participant~~participants in the ~~Qualified and Non-Qualified Retirement~~ Plans.

In the event of termination as a result of death, the beneficiaries of the named executives or their estates would have received benefits under AIG’s pension plans. The death benefit payable to a vested participant’s designated beneficiary under the Qualified Retirement Plan and the Non-Qualified Retirement Plan generally equals the participant’s lump sum benefit or cash balance account pursuant to the plan provisions applicable to all salaried employees. The death benefits for the named executives are calculated using the actual dates of birth for these individuals’ spouses, and generally are less than the amounts shown in the 2017 Pension Benefits table on a present value basis. In the event of termination as a result of disability, the named executives would have received benefits under AIG’s pension plans. The amounts in this column for termination due to permanent disability represent the increase in the present value, if any, of the named executive’s accumulated pension benefits attributed to interest credits, which continue to accrue on existing cash balance accounts, and service credits, for purposes of vesting and early retirement eligibility subsidies, that would accrue during a period of disability pursuant to the plan provisions applicable to all salaried employees.

~~All termination benefits, except disability benefits, are assumed to commence at the earliest permissible retirement date. Disability benefits are assumed to commence at age 65.~~

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, ~~2017~~2022 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~~common stock on the NYSE of ~~$59.58~~$63.24 on December ~~29, 2017. Because~~31, 2022.

For the ~~exercise price for all options exceed $59.58,~~2020, 2021 and 2022 stock option awards, the ~~options had no intrinsic value as of December 31, 2017.~~

~~As described above under “—Outstanding Equity Awards at December 31, 2017”, Messrs. Duperreault and Zaffino each were granted~~amounts in this column include the stock options ~~with a seven-year term pursuant to each executive’s~~vesting under the termination events described above. Generally, the vested 2020, 2021 and 2022 stock ~~option award agreement. A portion of each executive’s award (500,000~~ options for Mr. Duperreault and 333,000 options for Mr. Zaffino) vests in equal, annual installments on each of the first three anniversaries of the respective award grant date (the Time-Vesting Options) and the remaining portion of each executive’s award (1,000,000 options for Mr. Duperreault 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 each such 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. Based on the closing sale price on December 29, 2017 of shares of AIG Common Stock, no Performance-Vesting Options would vest upon termination as of December 31, 2017.scenario. In no event will any 2020, 2021 or 2022 stock options remain exercisable after the initial ~~seven-year~~ten-year expiration date. ~~Upon any other termination, including for Cause by AIG or by the executive other than for Good Reason, all 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 ~~$59.58~~$63.24 on December ~~29, 2017)~~31, 2022) of shares of AIG ~~Common Stock~~common stock underlying unvested equity-based awards as of December 31, ~~2017.~~

~~TABLE OF CONTENTS~~

For the 2013 PSU awards, the amounts in this column include the remaining one-third of the named executive’s actual earned PSUs for the 2013–2015 performance period (as determined by the Committee in the first quarter of 2016) in 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, or if the named executive experienced a qualifying resignation.2022.

For the 2014 PSU awards, the amounts in this column include the remaining two-thirds of the named executive’s actual earned PSUs for the 2014–2016 performance period (as determined by the Committee in the first quarter of 2017) in 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, or if the named executive experienced a qualifying resignation.

~~For the 2015~~2020 PSU awards, the amounts in this column include the named executive’s actual earned PSUs for the ~~2015–2017~~2020-2022 performance period (as determined by the ~~Committee~~CMRC in the first quarter of ~~2018 and described under “—Compensation Discussion and Analysis—Adjudication of 2015 Long-Term Incentive Awards”)~~2023) that vested in January 2023. Target performance is reflected in 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, or if the named executive experienced a qualifying resignation. In the case of death, the amounts reflect the target amount of PSUs under each named executive’s 2015 PSU award. 2015 PSU award amounts also include additional PSUs accrued in respect of dividend equivalent rights, which are subject to the same vesting and performance conditions as the related PSUs, and are paid when such related earned shares (if any) are delivered.death.

In addition, the amounts in this column include, for all of the named executives, the outstanding ~~2016~~2021 and ~~2017~~2022 PSU awards assuming target performance and the full amount of their RSU awards, except that the amounts shown for a termination by executive with or without Good Reason for Messrs. Dachille and Hogan include only 2016 PSU awards that are eligible for qualifying resignation treatment under the 2013 LTI Plan or LTI Plan, as applicable. Qualifying resignation treatment is only available upon a voluntary termination after the first year of a performance period for participants who meet the age and years of service requirements. RSU awards, other than 2017 RSUs, are not eligible for qualifying resignation or retirement treatment. For the 2016 and 2017 PSU awards, the actual number of PSUs (if any) vesting upon a qualifying termination by AIG without Cause, by executive with or without Good Reason, disability, retirement and, in certain circumstances, following a Change in Control, would be based on actual performance.awards.

~~2016 PSU, 2017~~ PSU and RSU award amounts also include 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 and, in the case of the PSUs, performance conditions as the related PSUs and RSUs, respectively, and are paid when such related shares (if any) are delivered. ~~2017 and 2016~~2020 PSU award amounts ~~also~~ include the additional PSUs actually accrued through the second quarter of 2021 in respect of dividend equivalent rights, ~~assuming target performance.~~which are subject to the same vesting and performance conditions as the related PSUs and were paid when such related earned shares were delivered.

~~(7)~~
The 2021 and 2022 PSU and RSU award amounts include the value of accrued dividend equivalent rights on such awards, however such dividend equivalent rights are paid in cash if and when such related shares of AIG common stock (if any) are delivered. The 2020 PSU and RSU award amounts include the value of accrued dividend equivalent rights relating to the dividend paid on AIG common stock during the third quarter of 2021, however, such dividend equivalent rights are paid in cash if and when such related PSU and RSUs vest and settle.

~~Under~~(7)This row includes amounts that would be paid under the ~~2012~~ ESP ~~includes~~or the Zaffino Employment Agreement, as applicable, in the case of a ~~termination by AIG~~named executive’s without Cause or ~~by the executive for~~voluntary termination with Good Reason within 24 months following a Change in Control. Under the outstanding PSU and RSU awards, ~~includes only termination by AIG without Cause within 24 months following a Change in Control, with~~ the amount of PSUs vesting is shown (A) at the remaining one-third of the actual amounts earned for the 2013 PSUs (as determined by the Committee in the first quarter of 2016), (B) at the remaining two-thirds of the actual amounts earned for the 2014 PSUs (as determined by the Committee in the first quarter of 2017), (C)(i) at the actual amounts earned for the ~~2015~~2020 PSUs (as determined by the ~~Committee~~CMRC in the first quarter of ~~2018)~~2023) that vested in January 2023 and ~~(D)~~(ii) at target for the ~~2016~~2021 and ~~2017~~2022 PSUs. However, with respect to the 2016 and 2017 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 Committee may determine to use actual performance through the date

(8)As of December 31, 2022, none of the ~~Change~~named executives other than Mr. Hogan qualified as retirement eligible under any of the applicable plans or programs 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 qualifying for benefits under AIG’s long-term disability plan.~~

which they participated.

72AIG 2023 PROXY STATEMENT75

2022 Executive Compensation Pay Ratio

~~TABLE OF CONTENTS~~

~~PAY RATIO~~Pay Ratio

The ~~2017~~2022 annual total compensation of the median employee identified by AIG (as described below) was ~~$64,186,~~$84,240, and ~~the 2017 annual~~Mr. Zaffino’s annualized 2022 total compensation ~~of Mr. Duperreault (AIG’s~~for his role as AIG’s Chief Executive ~~Officer)~~Officer during 2022 was ~~$44,738,581.~~$75,314,199, which includes Mr. Zaffino's Special RSU Grant. Accordingly, AIG’s estimated ~~2017~~2022 pay ratio was 1 to ~~697.~~894. Excluding Mr. ~~Duperreault’s one-time, sign-on cash~~Zaffino’s Special RSU Grant, his annual compensation during 2022 was $22,909,787 and ~~stock option awards, Mr. Duperreault’s 2017 annual total compensation would have been $16,585,581, and the~~AIG’s estimated 2022 pay ratio ~~would have been~~was 1 to ~~259.~~272.

ToAs permitted by SEC rules, to identify the median employee, AIG used its active employee population (including both full-time and part-time employees) as of October ~~1, 2017~~3, 2022 and used ~~2016~~2021 annual total compensation for that population comprising ~~(i)~~(1) annual base salary, ~~which was annualized for full-time and part-time employees hired during 2016, (ii)~~(2) overtime payments, ~~(iii)~~(3) target ~~short-term~~STI and ~~long-term incentive~~LTI awards, in each case using ~~2017~~2021 targets for employees hired during ~~2016~~2020 who were not eligible for ~~2016~~2020 awards and ~~(iv)~~(4) sales incentives. For employees hired in ~~2017 (and who~~2021 (who therefore did not have ~~2016~~2020 compensation), AIG used ~~2017~~2021 annual total compensation comprising ~~(a) annualized~~(1) annual base salary, ~~(b) an estimate of annual~~(2) overtime payments, ~~based on a calculation of median 2016 overtime payments, (c) 2017~~(3) 2021 target ~~short-term~~STI and ~~long-term incentive~~LTI awards and ~~(d)~~(4) an estimate of annual sales incentives based on a calculation of median ~~2016~~2020 sales incentives.

As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated ~~2017~~2022 annual total compensation for both our median employee and Mr. ~~Duperreault~~Zaffino using the same methodology that we use to determine our named executive officers’ annual total compensation for the Summary Compensation Table, except that for purposes of the pay ratio disclosure, we annualized Mr. Duperreault’s compensation. Mr. Duperreault became AIG’s Chief Executive Officer on May 14, 2017. In calculating our pay ratio disclosure, we annualized his 2017 compensation by increasing his salary, short-term incentive award and life insurance premiums paid to the amounts he would have received for a full year of service in 2017.Table.

SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, the median employee’s annual total compensation is unique to that individual and therefore is not an indicator of the annual total compensation of any other individual or group of ~~employees.~~

employees.

Pay Versus Performance

~~TABLE OF CONTENTS~~

~~PROPOSAL 2—NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~

~~Pursuant~~In accordance with rules adopted by the SEC pursuant to the ~~rules~~Dodd-Frank Wall Street Reform and Consumer Protection Act 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 2013, 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~~2010, we provide the following ~~resolution:~~

~~RESOLVED: that the holders of the Common Stock of American International Group, Inc. (the Company) approve the~~disclosure regarding executive compensation ~~of the Company’s~~for our principal executive officers (PEOs) and Non-PEO named ~~executives, as disclosed in the Company’s Proxy Statement~~executive officers (NEOs) and Company performance for the 2018 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the 2017 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, beginning with “Executive Compensation—Compensation Discussion and Analysis,” shareholders should review that information in considering their vote on the resolution.

Holders of AIG Common Stock are entitled to vote on this resolution. Adoption of the resolution requires a vote for the resolution by a majority of votes cast by the shareholders of AIG Common Stock, which votes cast are either “for” or “against” the resolution.

fiscal years listed below. The results of the vote on this resolution will not be binding on AIG’s Board of Directors, 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, AIG’s Compensation and Management Resources Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. As required by such rules, the 2022 amounts for Mr. Zaffino in the Summary Compensation Table Total and Compensation Actually Paid include his Special RSU Grant.


	Summary Compensation Table Total for Peter Zaffino1 ($)	Summary Compensation Table Total for Brian Duperreault1 ($)	Compensation Actually Paid to Peter Zaffino1,2,3 ($)	Compensation Actually Paid to Brian Duperreault1,2,3 ($)	Average Summary Compensation Table Total for Non-PEO NEOs1 ($)	Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($)	Value of Initial Fixed $100 Investment based on:4			Accident Year Combined Ratio, ex-CATs5 (%)
Year							TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)
2022	75,314,199	—	90,844,101	—	9,077,342	12,293,363	134.37	147.35	11,275	88.7
2021	21,905,220	13,969,537	52,445,392	45,269,700	10,476,911	20,741,560	118.13	125.52	9,923	91.0
2020	—	18,810,374	—	14,041,042	12,890,475	10,890,203	76.75	102.61	(5,829)	94.1

(1)Peter Zaffino has been our PEO since March 2021. Brian Duperreault was our PEO prior to March 2021. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.


2020	2021	2022
Peter Zaffino	Mark Lyons	Shane Fitzsimons
Mark Lyons	Lucy Fato	Lucy Fato
Lucy Fato	David McElroy	David McElroy
Doug Dachille	Kevin Hogan	Kevin Hogan
	Doug Dachille

76AIG 2023 PROXY STATEMENT

2022 Executive Compensation Pay Versus Performance

(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. In connection with AIG’s separation of its Life and Retirement business, AIG rebranded the business as Corebridge and the IPO of Corebridge was completed on September 19, 2022. AIG continues to own approximately 78 percent of Corebridge common stock. Mr. Hogan became an executive officer of Corebridge as well. At that time, Mr. Hogan’s outstanding and unvested RSUs denominated in AIG common stock were converted to unvested RSUs denominated in Corebridge common stock. As a result, the RSUs included in the table above were valued using the stock price of Corebridge as of December 31, 2022.

(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the ~~feedback received~~Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.


Year	Summary Compensation Table Total for Peter Zaffino ($)	Exclusion of Change in Pension Value for Peter Zaffino	Exclusion of Stock Awards and Option Awards for Peter Zaffino ($)	Inclusion of Pension Service Cost for Peter Zaffino ($)	Inclusion of Equity Values for Peter Zaffino ($)	Compensation Actually Paid to Peter Zaffino ($)

2022	75,314,199	0	(67,647,879)	0	83,177,781	90,844,101
2021	21,905,220	0	(12,254,950)	0	42,795,122	52,445,392


Year	Summary Compensation Table Total for Brian Duperreault ($)	Exclusion of Change in Pension Value for Brian Duperreault	Exclusion of Stock Awards and Option Awards for Brian Duperreault ($)	Inclusion of Pension Service Cost for Brian Duperreault ($)	Inclusion of Equity Values for Brian Duperreault ($)	Compensation Actually Paid to Brian Duperreault ($)

2021	13,969,537	0	(11,234,009)	0	42,534,172	45,269,700
2020	18,810,374	(184,309)	(12,285,323)	0	7,700,300	14,041,042


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Change in Pension Value for Non-PEO NEOs	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)

2022	9,077,342	0	(4,640,489)	0	7,856,510	12,293,363
2021	10,476,911	(175)	(4,735,671)	0	15,000,495	20,741,560
2020	12,890,475	(273)	(8,248,843)	0	6,248,844	10,890,203

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. Please note that any columns included in the calculation of Compensation Actually Paid that contain a “0” did not have an amount in that category for that year.


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Peter Zaffino ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Zaffino ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Peter Zaffino ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Peter Zaffino ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Peter Zaffino ($)	Total - Inclusion of Equity Values for Peter Zaffino ($)

2022	69,711,054	13,466,727	—	0	0	83,177,781
2021	16,908,143	25,886,979	—	0	0	42,795,122


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian Duperreault ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian Duperreault ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian Duperreault ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards That Vested During Year for Brian Duperreault ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian Duperreault ($)	Total - Inclusion of Equity Values for Brian Duperreault ($)

2021	17,143,842	25,390,330	—	0	0	42,534,172
2020	15,007,466	(6,882,257)	—	(424,909)	0	7,700,300

AIG 2023 PROXY STATEMENT77

2022 Executive Compensation Pay Versus Performance


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)

2022	5,173,501	2,675,346	—	7,663	0	7,856,510
2021	7,160,255	7,733,168	—	107,072	0	15,000,495
2020	9,165,423	(2,850,295)	—	290,506	(356,790)	6,248,844

(4)The Peer Group TSR set forth in this ~~advisory vote~~table utilizes the S&P 500 Property & Casualty Insurance Index (S&P 500 Property & Casualty Insurance Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in AIG's Annual Report on Form 10-K for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the last listed year, in the Company and in the S&P 500 Property & Casualty Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. As described above, AIG’s business included its Life and Retirement business until the separation of that business, which AIG rebranded as Corebridge upon its IPO. AIG continues to hold approximately 78 percent of Corebridge common stock.

(5)We determined AYCR, ex-CATs to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

Relationship Between PEOs and Other NEO Compensation Actually Paid and Company Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

PEO and Average NEO Compensation Actually Paid Versus AIG, Inc. TSR

Fiscal Year

Peter Zaffino Compensation Actually Paid

Brian Duperreault Compensation Actually Paid

Average NEO Compensation Actually Paid

AIG, Inc. TSR

78AIG 2023 PROXY STATEMENT

2022 Executive Compensation Pay Versus Performance

Relationship Between PEOs and Other NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years.

PEO and Average NEO Compensation Actually Paid Versus AIG, Inc. Net Income

Fiscal Year

Peter Zaffino Compensation Actually Paid

Brian Duperreault Compensation Actually Paid

Average NEO Compensation Actually Paid

AIG, Inc. Net Income

Relationship Between PEOs and Other NEO Compensation Actually Paid and Accident Year Combined Ratio, ex-CATs*

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our AYCR, ex-CATs*, during the three most recently completed fiscal years.

PEO and Average NEO Compensation Actually Paid Versus AIG, Inc. Accident Year Combined Ratio, ex-CATs*

Fiscal Year

Peter Zaffino Compensation Actually Paid

Brian Duperreault Compensation Actually Paid

Average NEO Compensation Actually Paid

Accident Year Combined Ratio, ex-CATs*

AIG 2023 PROXY STATEMENT79

2022 Executive Compensation Pay Versus Performance

Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P 500 Property & Casualty Insurance Index over the same period.

Comparison of Cumulative TSR of AIG, Inc. and S&P 500 Property & Casualty Insurance Index (FYE 2019 Indexed to $100)


			AIG, Inc. TSR						S&P 500 Property & Casualty Insurance Index TSR

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2022 to Company performance. The measures in this table are not ranked.

Accident Year Combined Ratio, ex-CATs*

Diluted Normalized Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share*

Relative Tangible Book Value Per Common Share* Growth

AIG 200 Net GOE Exit Run-rate Savings ex Corebridge*

Relative Total Shareholder Return

80AIG 2023 PROXY STATEMENT

2022 Executive Compensation Equity Compensation Plan Information

Equity Compensation Plan Information

The following table provides information about shares of AIG common stock that may be issued under compensation plans as of December 31, 2022.


Plan 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 plans approved by security holders	2010 Stock Incentive Plan	20,780(3)	—	—(4)
	2013 Plan	20,972,366(5)	46.73(6)	—(4)
	2021 Plan	5,737,421(7)	61.41(6)	24,654,162(8)
Equity compensation plans not approved by security holders	Inducement Option Award	500,000(9)	61.82(6)	—
Total		27,230,567	48.94(6)	24,654,162

(1)Shares underlying DSUs, 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, 2022, AIG was also obligated to issue 42,130 shares in connection with previous exercises of stock 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 outstanding (i) time-vested DSUs, (ii) 2020 PSUs (at target level of performance, including related dividend equivalents accrued through the second quarter of 2021 in the form of additional PSUs that will be settled in cash), (iii) 2021 PSUs (at target level of performance), (iv) RSUs (including related dividend equivalents accrued through the second quarter of 2021 in the form of additional RSUs) and (v) stock options.

(6)Represents the weighted average exercise price of outstanding stock options.

(7)Represents shares reserved for issuance in connection with outstanding (i) time-vested DSUs, (ii) RSUs (including related dividend equivalents accrued in the fourth quarter of 2022 in the form of additional RSUs that will be settled in cash), (iii) 2022 PSUs (at target level of performance) and (iv) stock options.

(8)Represents shares reserved for future issuance under the 2021 Plan (which replaced 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 2013 Plan are forfeited, expire, terminate or otherwise lapse or are settled in 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. In addition, the number of shares available for issuance under the 2021 Plan could increase or decrease depending on actual performance and the number of 2020, 2021 and 2022 PSUs earned.

(9)Represents shares reserved for future issuance in connection with 500,000 stock options granted to Mr. Duperreault in 2017 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 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.

AIG 2023 PROXY STATEMENT81



Report of the Audit Committee

The Audit Committee assists the Board 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 2019 Annual Meeting of Shareholders).oversight of:

~~AIG STATEMENT IN SUPPORT~~

nThe Board and Compensation and Management Resources Committee support this resolution because they believe that our compensation program provides an appropriate balance of fixed and variable pay, drives achievement of AIG’s short- and long-term objectives and business strategies and aligns the economic interests of our executives with the long-term interests of AIG and our shareholders. At our 2017 Annual Meeting, approximately 98 percent of the votes cast by shareholders were in favor of the 2016 compensation of our named executives. During a period of change for AIG, our executive compensation program in 2017 program continued to reflect our emphasis on performance-based pay, long-term incentives and alignment with sound risk management. At least 75 percent of each current named executive’s annual target total compensation is “at risk” and 70 percent of his long-term incentive award opportunity is based on performance over a three-year period that is linked to Company-wide performance.

In 2017, AIG undertook significant changes to our leadership, operational structure and strategic vision. During this time of transition at AIG and in our Executive Leadership Team, the Compensation and Management Resources Committee considered the challenge of promoting the stability and sustainable, profitable growth of AIG. Our executive compensation program continued to be based on our philosophy of balancing risk, attracting and retaining effective leaders and employees and creating a performance-driven culture that aligns their interests with those of our shareholders. Our 2017 compensation program and pay decisions, are described in more detail under the heading “Executive Compensation—Compensation Discussion and Analysis.”

~~Recommendation~~

~~Your Board of Directors unanimously recommends a vote~~ ~~FOR~~ ~~this resolution.~~

~~TABLE OF CONTENTS~~

~~REPORT OF AUDIT COMMITTEE AND RATIFICATION OF SELECTION OF ACCOUNTANTS~~

~~REPORT OF THE AUDIT COMMITTEE~~

~~Management is responsible for the preparation, presentation and~~ integrity of AIG’s financial statements ~~for its accounting~~

nThe effectiveness of AIG’s internal control over financial reporting

nAIG’s compliance with legal and regulatory requirements

nThe qualifications, independence and performance of AIG’s independent auditor, which includes the appointment, compensation, retention and oversight of the independent auditor’s work

nThe performance of AIG’s internal audit department

The Audit Committee’s other duties and responsibilities, which include helping to ensure that the Board and the other committees receive the information necessary to carry out their respective risk assessment and risk management responsibilities, are set forth in the Audit Committee’s charter adopted by the Board and available on the AIG website (www.aig.com). The Board has determined that each member of the Audit Committee meets the independence and financial ~~reporting principles~~literacy requirements of the New York Stock Exchange and ~~for~~ the ~~establishment~~Securities and ~~effectiveness of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible~~Exchange Commission.

Management has primary responsibility for ~~performing an independent audit of~~ the financial statements, ~~in accordance with the standards~~for maintaining effective internal control over financial reporting, and for its assessment of the Public Company Accounting Oversight Board (United States) (PCAOB), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles in the United States of America and expressing an opinion on the effectiveness of internal control over financial reporting. ~~The~~PricewaterhouseCoopers LLP (PwC), the Audit Committee-appointed independent ~~auditors have free access~~auditor for the year ending December 31, 2022, 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 ~~to discuss~~ any other matters ~~they deem~~it deems appropriate.

~~Committee Organization and Operation~~

~~The Audit Committee’s function is to assist the Board of Directors in~~In performing its oversight ~~of:~~

•

~~The integrity~~responsibilities, the Audit Committee reviewed and discussed with management and PwC, AIG’s consolidated financial statements as of ~~AIG’s financial statements;~~

•

and for the year ended December 31, 2022, and AIG’s internal control over financial ~~reporting;~~

•

reporting as of December 31, 2022. During the year, the Audit Committee also discussed with PwC and AIG’s ~~compliance~~internal auditor the overall scope and plans for their respective audits. The Audit Committee regularly meets with ~~legal~~AIG’s management and ~~regulatory requirements;~~

•

~~The independent accountants’ qualifications, independence~~with PwC, and ~~performance;~~holds executive sessions, including with PwC, the chief financial officer, and

•

~~The performance~~ chief internal auditor, to discuss their reviews, the evaluation of AIG’s internal control over financial reporting and the overall quality of AIG’s financial reporting.

The Audit Committee has discussed with PwC the matters required by the SEC and the Public Company Accounting and Oversight Board’s (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees. The Audit Committee and PwC have also discussed PwC's independence from AIG and its 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.

As discussed in Proposal 3, the Audit Committee pre-approves all audit ~~function.~~and non-audit services to be provided by PwC, and the related fees for those services. The Audit Committee has concluded that PwC’s provision of non-audit services does not impair PwC’s independence as the external auditor.

PwC has reported to the Audit Committee that AIG’s audited financial statements are fairly presented in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed management’s assessment and report on the effectiveness of AIG’s internal control over financial reporting, as well as PwC’s audit report on the effectiveness of AIG’s internal control over financial reporting, which were both included in AIG’s Annual Report on Form 10-K for the year ended December 31, 2022. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board — and the Board approved — that the audited financial statements be included in AIG’s Annual Report on Form 10-K for the year ended December 31, 2022, that was filed with the SEC.

The Audit Committee recommended to the Board — and the Board approved — the appointment of PwC as AIG’s independent auditor for 2023.

Audit Committee

Peter R. Porrino, Chair

W. Don Cornwell

Linda A. Mills

John G. Rice

82AIG 2023 PROXY STATEMENT



Proposal 3 Ratify Appointment of PwC to Serve as Independent Auditor for 2023



What am I voting on? We are asking shareholders to vote on a proposal to ratify the appointment of a firm of independent registered public accountants to serve as AIG’s independent auditor until the next annual meeting. PricewaterhouseCoopers LLP, an independent registered public accounting firm, served as AIG’s independent auditor for 2022. For 2023, the Audit Committee has again nominated PwC to serve as AIG’s independent auditor until the next annual meeting. Voting Recommendation The Board of Directors unanimously recommends a vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as AIG's independent auditor for 2023.

Frequently Asked Questions About the Independent Auditor

Why Are Shareholders Being Asked to Ratify the Appointment of AIG’s Independent Auditor?

While ratification is not required by AIG’s By-Laws, Certificate of Incorporation, or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification as a matter of good corporate practice. The Board will take into consideration the shareholder vote, but the Audit Committee, in its discretion, may retain PwC (or select a different independent registered public accounting firm) at any time during the year if it determines that such a change would be in the best interests of AIG and our shareholders.

How is the Auditor Retained and Reviewed by the Company?

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 Corporate Governance section of AIG’s corporate website at~~ ~~www.aig.com~~.

~~The Audit Committee held 10 meetings during 2017. The Audit Committee Chair and members of~~auditor. To fulfill this responsibility, the Audit Committee ~~also held numerous additional sessions throughout 2017 with members of AIG corporate, business segment~~evaluates, at least annually, the independent auditor’s qualifications, performance and ~~internal audit management~~independence, and with AIG’s independent registered public accounting firm (PricewaterhouseCoopers LLP) and AIG’s U.S. and international regulators. The Committee believes that these meetings were helpful in discharging its oversight responsibilities, including with respect to financial reporting and disclosure, risk management and internal controls.

~~Independence.~~ ~~The Board of Directors, on the recommendation of the Nominating and Corporate Governance Committee, has determined that all members of~~every five years (or more frequently if the Audit Committee ~~are~~deems it appropriate) considers whether to select a different independent ~~as required by NYSE listing standards and SEC rules.~~

~~Expertise.~~ The Board of Directors has also determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Audit Committee are financially literate and have accountingauditor. PwC, or ~~related financial management expertise, each as defined by NYSE listing standards, and that Messrs. Fitzpatrick, Jurgensen, Rittenmeyer and Steenland (as an~~ ~~ex-officio~~ member) and Ms. Stone are audit committee financial experts, as defined under SEC rules. Although designated as audit committee financial experts, no member of the Committee is an accountant for AIG or, under SEC rules, an “expert” for purposes of the liability provisions of the Securities Act or for any other purpose. The Audit Committee’s assistance in the Board of Directors’ oversight of AIG’s compliance with legal and regulatory requirements primarily focuses on the effect of such matters on AIG’s financial statements, financial reporting and internal control over financial reporting. In considering AIG’s compliance with legal and regulatory requirements, the Audit Committee also takes into account the oversight of legal and regulatory matters by the Regulatory, Compliance and Public Policy Committee. The Audit Committee also coordinates with the Risk and Capital Committee to help ensure the Board and each committee has received the information it needs to carry out their responsibilities with respect to risk management.

~~TABLE OF CONTENTS~~

~~Audited Financial Statements~~

~~In the performance~~one of its ~~oversight function,~~predecessor firms, has been AIG’s independent audit firm since 1980.

At this time, the Audit Committee has considered and discussed the 2017 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 by PCAOB Auditing Standard No. 16, “Communications with Audit Committees.” Finally, the Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP as required by the PCAOB’s rules regarding Communication with Audit Committees Concerning Independence and has discussed with PricewaterhouseCoopers LLP its independence.

~~Conclusion~~

Based upon the reports and discussion described in this report, the Audit Committee, in accordance with its responsibilities, recommended to the Board of Directors, and the Board approved, inclusion of the audited financial statements for the year ended December 31, 2017 in AIG’s 2017 Annual Report on Form 10-K.

AIG continues to undertake various technology initiatives intended to enhance internal controls, facilitate the preparation of financial and regulatory information and help ensure the accuracy of data. AIG management and the Audit Committee recognize the continued importance of implementing these technology initiatives.

~~Audit Committee~~
~~American International Group, Inc.~~

~~William G. Jurgensen, Chair~~
~~John H. Fitzpatrick~~
~~Linda A. Mills~~
~~Ronald A. Rittenmeyer~~
~~Theresa M. Stone~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 3—RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP~~

~~The~~ Audit Committee and the Board believe that the continued retention of ~~Directors have approved the engagement of PricewaterhouseCoopers LLP~~PwC as AIG’s independent registered public accounting firm is in the best interests of AIG and our shareholders.

How Long May an Audit Partner Provide Services to AIG?

In accordance with SEC rules and PwC policies, 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 involved in the selection of the lead audit partner. The selection process includes meetings with the candidate and members of the Audit Committee, including the chair, as well as consideration of the candidate by the full Audit Committee with input from management. PwC’s current lead audit partner assumed the role in connection with the audit of AIG’s December 31, 2019 financial statements.

How Does AIG’s Audit Committee Assess the Auditor’s Independence?

The Audit Committee assesses PwC’s independence throughout the year. This ongoing assessment includes:

nReviewing with PwC its practices for ~~2018.~~ maintaining independence and ensuring the rotation of the lead and concurring audit partners

nReviewing and pre-approving all engagements with PwC for non-audit services, including tax-related services, to ensure that such services are compatible with maintaining the firm’s independence

nRegularly reviewing the hiring of PwC partners and other professionals to help ensure that PwC observes the applicable independence rules regarding such hiring practices

AIG 2023 PROXY STATEMENT83

Proposal 3 – Ratify Appointment of PwC to Serve as Independent Auditor for 2023

Will the Independent Auditor Participate in the Annual Meeting?

Representatives of ~~that firm~~PwC are expected to ~~be present at~~participate in the Annual Meeting and will have an opportunity to make a statement if they desire to do so and towill be available to respond to appropriate ~~questions.~~

Ratification of 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 itsquestions from shareholders.

~~The~~What Were the Auditor’s Fees in 2022 and 2021?


(in millions)	Audit Fees(1)			Audit-Related Fees(2)			Tax Fees(3)			All Other Fees(4)			Total
2021		$	47.6		$	40.8		$	1.6		$	0.4		$	90.4
2022		$	49.2		$	44.9		$	3.0		$	0.3		$	97.4

(1) 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 NYSE independence and other applicable standards then in effect)Fees. 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. 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 reports directly to the Audit Committee. In selecting PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018, 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 375 audit, statutory, and other audit-related reports;

•

~~PricewaterhouseCoopers LLP’s independence program and its processes for maintaining its independence;~~

•

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, the Audit Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm is in the best interests of AIG and its shareholders.

~~TABLE OF CONTENTS~~

Under AIG’s policy for pre-approval of audit and permitted non-audit services 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 as 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 and financial reporting accounting consultations; tax services, such as tax return preparation, transaction-based tax reviews, review of tax accounting matters and other tax planning; and other permitted non-audit services, such as regulatory compliance reviews, information technology reviews, information resources, risk management services, business function reviews and other compliance reviews. The Committee evaluates all services, including those engagements related to tax and internal control over financial reporting, considering the nature of such services in light of auditor independence, in accordance with the rules of the PCAOB. No expenditure may exceed the dollar caps without the separate specific approval of the Audit Committee.

~~Recommendation~~

~~Your Board of Directors unanimously recommends a vote~~ ~~FOR~~ ~~the proposal to ratify the selection of PricewaterhouseCoopers LLP.~~

~~FEES PAID TO PRICEWATERHOUSECOOPERS LLP~~

~~The table below shows the fees paid by AIG to PricewaterhouseCoopers LLP in 2017 and 2016.~~

2017
(in millions) 2016
(in millions)
Fees paid by AIG:
Audit fees(a) $ 55.0 $ 65.6
Audit-related fees(b) $ 16.1 $ 17.8
Tax fees(c) $ 3.9 $ 4.5
All other fees(d) $ 4.2 $ 2.6

~~(a)~~

Audit fees ~~include~~consisted of 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 ~~$2.8~~$1.0 million in ~~2017~~2022 and ~~$3.4~~$1.1 million in ~~2016.~~2021.

PwC also provides audit services to certain unconsolidated private equity and real estate funds managed and advised by AIG subsidiaries. Fees related to those audits were $4.2 million and $4.4 million in 2022 and 2021, respectively, and are not reflected in the table above.

~~(b)~~

(2) Audit-Related Fees. 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. The audit-related fees pertaining to the separation of Corebridge from AIG were $14.0 million and $15.3 million in 2022 and 2021, respectively.

~~(c)~~

(3) Tax Fees. Tax fees are fees for tax return preparation, transaction-based tax reviews, review of tax accounting matters and other tax planning and consultations.

~~(d)~~

(4) All Other Fees. 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.

~~The services provided by PricewaterhouseCoopers LLP and the fees paid by AIG were authorized and approved by~~How Does the Audit Committee ~~in compliance with the pre-approval policy~~Monitor and ~~procedures described above.~~ Control Non-Audit Services?

The Audit Committee ~~considers the~~reviews and pre-approves all audit and permitted non-audit services ~~rendered~~ 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 with AIG and associated fees for 2021 and 2022.

Why Should I Vote for this Proposal?

The Audit Committee and the Board believe that the continued retention of PwC as the Company’s independent external auditor is in the best interests of AIG and our shareholders. In reaching this conclusion, the Audit Committee considered a number of factors, including:

nThe firm’s performance and that of the lead audit and other key engagement partners, including the quality of their audit work and accounting advice

nThe firm’s demonstrated understanding of AIG’s global businesses, accounting policies and practices, and internal control over financial reporting

nThe firm’s demonstrated commitment to maintaining its independence from AIG

nThe ongoing evaluation and monitoring of the appropriateness of the firm’s fees for audit and non-audit services

nThe most recent PCAOB inspection report on the firm’s audit practices and the firm’s quality control efforts

nThe results of the Audit Committee’s ongoing and annual evaluation of PwC’s performance

Recommendation

The Board of Directors unanimously recommends a vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP ~~during~~to serve as AIG's independent auditor for 2023.

84AIG 2023 PROXY STATEMENT



Proposal 4 Shareholder Proposal Requesting an Independent Board Chair Policy



What am I voting on? We have been advised by Kenneth Steiner, 14 Stoner Avenue, No. 2M, Great Neck, NY, 11021, that he has continuously owned at least 500 shares of AIG common stock since October 1, 2019, and that he intends for John Chevedden to present the proposal and supporting statement set forth below for consideration at the 2023 Annual Meeting. AIG is not responsible for the accuracy or content of the proposal and supporting statement. Voting Recommendation The Board of Directors unanimously recommends a vote AGAINST the shareholder proposal - see the "AIG Statement in Opposition" beginning on page 87 below.

Shareholder Proposal

Proposal 4 – Independent Board Chairman

Shareholders request that the Board of Directors adopt 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.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

Mr. Douglas Steenland, Lead Director, violates the most ~~recently completed fiscal year~~important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Mr. Steenland has 14-years director tenure at AIG. And Mr. Steenland does not seem to have had a day job for 15-years. It is amazing the number of companies that claim to have a robust lead director that turns out to be one of the longest tenured directors.

A Lead Director is no substitute for an independent Board Chairman. According to the AIG annual meeting proxy the AIG Lead Director lacks in having exclusive powers. For instance a number of these powers are shared with others:

nProviding advice, guidance and assistance to the Chairman, but only as requested (A task that can be shared with others and the Chairman need not even make a request.)

nConsulting on and approving, in consultation with the Chairman, the agendas for and the scheduling of meetings of the Board (Here the emphasis could be on approving.)

nChairing meetings of the Board in the absence of the Chairman (May be unlikely with the proliferation of Zoom type meetings.)

nServing as liaison between the Chairman and the independent directors (A task that can be shared with others.)

nReviewing and approving, in consultation with the Chairman, the quality, quantity, appropriateness and timeliness of information provided to the Board (Here the emphasis appears to be on approving after the fact.)

nConferring regularly with the Chairman on matters of importance that may require action or oversight by the Board (A task that can be shared with others and the Chairman has the last word.)

AIG 2023 PROXY STATEMENT85

Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy Shareholder Proposal

Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is no comparison of the exclusive powers of the Office of the Chairman and the exclusive powers of the Lead Director. AIG gives no example of the lead director having authority of prevailing over the Chairman/CEO if a disagreement occurs.

Please vote yes:

Independent Board Chairman – Proposal 4

86AIG 2023 PROXY STATEMENT

Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy AIG Statement in Opposition

AIG Statement in Opposition

The consolidation of the Chairman & CEO roles was purposeful and well-considered

When the Board appointed Mr. Zaffino to the additional role of Chairman in January 2022, the Board considered several factors in reaching its ~~annual independence evaluation.~~decision, including:

~~PricewaterhouseCoopers LLP also provides audit services~~

nCombining the roles promotes decisive, unified leadership as the Company continues to ~~certain unconsolidated private equity~~execute on multiple strategic priorities

nMr. Zaffino has deep insurance expertise and ~~real estate funds managed~~is highly respected in the global insurance industry and ~~advised~~ by the Company’s many stakeholders, including shareholders and the investment community more broadly

nMr. Zaffino has provided AIG ~~subsidiaries. Fees related to these audits were $5.0 million and $4.4 million~~with strong leadership since joining the Company in 2017, including designing and ~~2016, respectively,~~successfully delivering AIG’s turnaround and transformation, as well as recruiting talent throughout the organization

nThe Lead Independent Director role – which recently transitioned from Douglas Steenland to John Rice in January 2023 – is robust with substantive leadership responsibilities that are ~~not reflected~~delineated in the ~~fees~~Company’s Corporate Governance Guidelines

The Board believes that its decision to name Mr. Zaffino Chairman in addition to his role as CEO is in the ~~table above.~~best interests of the Company and its shareholders and other stakeholders, particularly in light of Mr. Zaffino’s continued exceptional performance and that of the Company in 2022. Moreover, combining the Chairman & CEO roles with Mr. Zaffino, paired with a strong Lead Independent Director (as discussed in more detail below), maintains appropriate independent oversight of management and Board accountability to AIG’s shareholders. In short, the current leadership framework is optimal for AIG at this time and maintains robust independent Board oversight.

Our Lead Independent Director role is robust with substantive leadership responsibilities that help to ensure effective independent oversight

Under AIG’s Corporate Governance Guidelines, the Lead Independent Director has a clear mandate and substantive leadership responsibilities, including:

nProviding advice, guidance and assistance to the Chairman, as requested

nCalling, setting the agenda for and chairing periodic executive sessions and meetings of the independent directors

nConsulting on and approving, in consultation with the Chairman, the agendas for and the scheduling of the meetings of the Board

nChairing meetings of the Board in the absence of the Chairman

nServing as a liaison between the Chairman and the independent directors

nReviewing and approving, in consultation with the Chairman, the quality, quantity, appropriateness and timeliness of information provided to the Board

nCommunicating with shareholders, stakeholders, and government officials, when necessary or appropriate, and in consultation with the Chairman & CEO

nConferring regularly with the Chairman on matters of importance that may require action or oversight by the Board

John Rice, who joined the Board in March 2022 and assumed the role of Lead Independent Director in January 2023, is an experienced former senior executive, a seasoned public company director, and a thoughtful and respected member of AIG’s Board. The Board believes that these attributes are well-suited for and enhance his effectiveness in the Lead Independent Director role.

Combining the Chairman and CEO roles does not affect the Board’s independent oversight of critical matters

Except for Mr. Zaffino, all director nominees are independent, and each committee is comprised entirely of independent directors – thus ensuring that independent directors have oversight of critical matters, such as the integrity of AIG’s financial statements (including internal control over financial reporting), risk management, the compensation of executive officers, the nomination of directors, and the development of corporate governance principles. In addition, under the Corporate Governance Guidelines and each committee’s charter, independent directors may, in their sole discretion, retain separate legal, accounting, and other advisors, as they deem necessary or appropriate. The independent directors regularly meet in private sessions without management during Board and committee meetings, and the Lead Independent Director is empowered to call additional private sessions as needed.

~~TABLE OF CONTENTS~~

AIG 2023 PROXY STATEMENT87

~~EQUITY COMPENSATION PLAN INFORMATION~~Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy AIG Statement in Opposition

The ~~following table provides information about shares~~proposal’s prescriptive approach to Board leadership is not a common practice among boards in the S&P 500

Adopting a prescriptive policy and amending AIG’s governing documents to mandate an independent Chairman whenever possible – as the shareholder proposal asks the Board to do – would not serve the best interests of AIG ~~Common Stock~~or its shareholders. Additionally, according to the 2022 U.S. Spencer Stuart Board Index, 64 percent of companies in the S&P 500 do not have an independent chair, while 68 percent report having an independent lead or presiding director. AIG’s Board has concluded that, ~~may be issued under compensation plans as~~rather than taking a “one-size-fits-all” approach to its leadership structure, the Board’s fiduciary responsibilities are best fulfilled by retaining flexibility to determine the leadership structure that serves the best interests of ~~December 31, 2017.~~AIG and its shareholders, considering AIG’s needs and circumstances at any given time.

~~Equity Compensation Plan Information~~The Board is committed to strong corporate governance practices and shareholder rights

Plan Category Plan Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights(1)(2) Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants 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 2007 Stock Incentive Plan 59,860(4) $ 465.60(5) 0(3)
2010 Stock Incentive Plan 3,494,748(6) $ — 0(3)
2013 Omnibus Incentive Plan 18,418,389(7) $ 63.18(5) 42,780,716(8)
Equity compensation plans not approved
by security holders Inducement Option Award 500,000(9) $ 61.82(5) 0
Total 22,472,997 $ 71.84(5) 42,780,716

Our corporate governance practices reinforce the Board’s alignment with, and accountability to, shareholders. Our current governance practices include: the annual election of all directors; ongoing Board refreshment, including a mix of longer tenured and new directors – indeed, in the last twelve months four new directors have joined the Board, including three women; majority voting for each director in uncontested elections with a mandatory director resignation policy if a director does not receive more votes “for” election than “against”; proxy access with market terms; rigorous stock ownership requirements for directors; no supermajority voting provisions; shareholders have the right to call special meetings and to act by written consent; and an ongoing investor engagement program. Reflecting the Board’s commitment to continuous improvement, the Board regularly reviews its governance practices to ensure they promote long-term shareholder value and effective functioning of the Board.

Voting Recommendation

For the reasons set forth above, the Board of Directors unanimously recommends a vote AGAINST the shareholder proposal requesting an independent Board chair policy.

88AIG 2023 PROXY STATEMENT

~~(1)~~

~~Shares underlying RSUs and PSUs~~



Our Executive Officers



Name			Current Title and Other Business Experience Since 2018


Peter Zaffino Age: 56 SERVED AS OFFICER SINCE 2017			nChairman, President & Chief Executive Officer (since 2022) nPresident (since 2020) and Chief Executive Officer (since 2021) nExecutive Vice President & Global Chief Operating Officer and Chief Executive Officer, General Insurance (2017-2019) nExecutive Vice President & Global Chief Operating Officer (2017-2021)


Thomas Bolt Age: 66 SERVED AS OFFICER SINCE 2022			nExecutive Vice President, Chief Risk Officer (since 2022) nChief Underwriting Officer, General Insurance (2018 to 2022)


Lucy Fato Age: 56 SERVED AS OFFICER SINCE 2017			nExecutive Vice President, General Counsel & Global Head of Communications and Government Affairs (since 2020) nExecutive Vice President & General Counsel (since 2017) nInterim Head of Human Resources (2018-2019, 2021)


Shane Fitzsimons Age: 55 SERVED AS OFFICER SINCE 2020			nExecutive Vice President & Chief Financial Officer (since 2022) nExecutive Vice President & Chief Administrative Officer (2021) nExecutive Vice President & Global Head of Shared Services (2019-2021) nGroup Energy Officer, Tata Group (2018-2019)


Rose Marie Glazer Age: 56 SERVED AS OFFICER SINCE 2022			nExecutive Vice President, Chief Human Resources & Diversity Officer (since 2023) nExecutive Vice President, Chief Human Resources Officer (2022) nExecutive Vice President, Chief Human Resources Officer & Corporate Secretary (2022) nSenior Vice President, Deputy General Counsel & Corporate Secretary (2019-2021) nVice President, Deputy General Counsel & Corporate Secretary (2017-2019)


Kevin Hogan Age: 60 SERVED AS OFFICER SINCE 2013			nPresident & Chief Executive Officer, Corebridge Financial, Inc. (since 2022) nExecutive Vice President & Chief Executive Officer, AIG Life & Retirement (2013-2022)


Constance Hunter Age: 55 SERVED AS OFFICER SINCE 2022			nExecutive Vice President, Global Head of Strategy & ESG (since 2022) nPrincipal in Charge, Office of the Chief Economist, KPMG International Ltd. (2013-2022)

AIG 2023 PROXY STATEMENT89

Our Executive Officers



David McElroy Age: 64 SERVED AS OFFICER SINCE 2020			nExecutive Vice President & Chief Executive Officer, General Insurance (since 2020) nPresident & Chief Executive Officer, North America General Insurance (2019-2020) nPresident & Chief Executive Officer, Lexington Insurance Company (2018 to 2019)


Naohiro Mouri Age: 64 SERVED AS OFFICER SINCE 2018			nExecutive Vice President & Chief Auditor (since 2018) nSenior Managing Director of Asia Pacific Internal Audit (2015-2018)


Sabra Purtill Age: 60 SERVED AS OFFICER SINCE 2021			nExecutive Vice President & Interim Chief Financial Officer (since 2023) nChief Investment Officer, Corebridge Financial, Inc. (2022-2023) nExecutive Vice President & Chief Risk Officer, AIG ( 2021-2022) nSenior Vice President, Deputy Chief Financial Officer & Treasurer, AIG (2019 to 2021) nSenior Vice President, Investor Relations, The Hartford Financial Services Group, Inc. (2011 to 2019)


John Repko Age: 60 SERVED AS OFFICER SINCE 2018			nExecutive Vice President & Chief Information Officer (since 2018) nVice President & Global Chief Information Officer, Johnson Controls International plc (2016 to 2018)


Claude Wade Age: 55 SERVED AS OFFICER SINCE 2021			nExecutive Vice President, Global Head of Operations & Shared Services and Chief Digital Officer (since 2021) nHead of Client Experience & Atlanta Innovation Hub Leader, BlackRock Inc. (2017 to 2021)

90AIG 2023 PROXY STATEMENT



Frequently Asked Questions About the Annual Meeting

Why Am I Receiving These Materials?

We are ~~deliverable without the payment of any consideration, and therefore~~providing these ~~awards have not been taken into account in calculating the weighted-average exercise price.~~

~~(2)~~

~~At December 31, 2017, AIG was also obligated~~proxy materials to ~~issue 42,130 shares~~you in connection with ~~previous exercises of options with delivery deferred.~~

~~(3)~~

~~No future awards will be made under these plans.~~

~~(4)~~

~~Represents shares reserved for issuance in connection with DSUs and options.~~

~~(5)~~

~~Represents~~ the ~~weighted average exercise price of outstanding options.~~

~~(6)~~

~~Represents shares reserved for issuance in connection with 2013 PSUs (at actual amounts earned) and time-vested DSUs, all of which are payable in cash or shares.~~

~~(7)~~

Represents shares reserved for issuance in connection with time-vested DSUs and in connection with 2014 PSUs (at actual amounts earned), 2015 PSUs (at actual amounts earned and including related dividend equivalents), 2016 and 2017 PSUs (at target level of performance and including related dividend equivalents), RSUs (and related dividend equivalents) and options.

~~(8)~~

Represents shares reserved for future issuance under the 2013 Omnibus Incentive Plan (which replaced the 2010 Stock Incentive Plan for awards granted on or after May 15, 2013). The number of shares available for issuance under the 2013 Omnibus Incentive Plan will 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 Omnibus Plan are forfeited, expire or are settled in cash in whole or in part, each as providedsolicitation by the 2013 Omnibus Incentive Plan. In addition, the number of shares available for issuance under the 2013 Omnibus Incentive Plan may increase or decrease depending on actual performance and the number of 2016 and 2017 PSUs earned.

~~(9)~~

Represents shares reserved for future issuance in connection with options granted to Mr. Duperreault outside of the 2013 Omnibus Incentive Plan as an “employment inducement award” under NYSE Listing Rule 303A.08. See “—2017 Compensation—Holdings of and Vesting of Previously Awarded Equity” for further information on this award.

~~TABLE OF CONTENTS~~

~~VOTING INSTRUCTIONS AND INFORMATION~~

~~The enclosed proxy is solicited on behalf of AIG’s~~ Board of Directors ~~for use~~of AIG of proxies to be voted at ~~the 2018~~our 2023 Annual Meeting of ~~Shareholders.~~Shareholders and at any postponed or reconvened meeting.

When and ~~where~~Where is ~~our~~the Annual Meeting?

We will hold our Annual Meeting in a virtual format on ~~Wednesday,~~ May ~~9, 2018~~10, 2023, at 11:00 a.m., Eastern ~~Daylight Time, at our offices at 175 Water Street, New York, New York 10038.~~

~~How are we distributing our proxy materials?~~

We are using the rule of the SEC that allows companies to furnish proxy materials to their shareholders over the internet. In accordance with this rule, on or about March 27, 2018, we sent shareholders of record at the close of business on March 19, 2018, a Notice Regarding the Availability of Proxy Materials (Notice) or a full set of proxy materials.Time. The Notice contains instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2017 (2017 Annual Report) via the internet and how to vote. If you receive a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how 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 2017 Annual Report, which will be sent on or about March 27, 2018.virtual meeting website is www.virtualshareholdermeeting.com/AIG2023.

Who ~~can vote at~~Can Participate in 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 19, 2018. On that date, 903,064,106 shares of AIG Common Stock (exclusive of shares held by AIG and certain subsidiaries) were outstanding, held by 25,270 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~~Because the Annual Meeting ~~a list of the shareholders~~ will be ~~available for inspection at the offices of~~held in a virtual format, shareholders holding AIG ~~at 175 Water Street, New York, New York 10038.~~

•

If you hold AIG Common Stock that is registered in your name on the records of AIG maintained by AIG’s transfer agent, EQ Shareowner Services (formerly known as Wells Fargo Shareowner Services), you are a shareholder of record.

•

~~If you hold AIG Common Stock indirectly through a broker, bank or similar institution, you are not a shareholder of record, but instead hold shares in “street name.”~~

~~What do I need to attend, and vote at, the Annual Meeting?~~

If you plan on attending the Annual Meeting, please remember to bring photo identification with you, such as a driver’s license. If you hold shares in “street name” and would like to attend the Annual Meeting, you also must bring an account statement or other acceptable evidence of ownership of AIG Common Stockcommon stock as of the close of business on March ~~19, 2018,~~13, 2023, which is referred to as the ~~record~~“record date, ~~for voting. To~~” may participate from any geographic location with internet connectivity through a live audio webcast at www.virtualshareholdermeeting.com/AIG2023. Once on that website, you will need to log in using the 16-digit control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials or email notification. You may log into the meeting’s website beginning at 10:45 a.m. Eastern Time on May 10, 2023.

Who Can Vote During the Annual Meeting?

All shareholders are entitled to vote atbefore or during the Annual Meeting if ~~you hold~~they owned shares ~~in “street name,~~of AIG common stock on the record date. Please see “How Do I Vote?” ~~you~~on page 92 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 shareholders for any purpose that is germane to the meeting from April 30, 2023 to May 9, 2023. Shareholders may request the list by emailing AIGCorporateSecretary@AIG.com. A list of shareholders of record will also be available at www.virtualshareholdermeeting.com/AIG2023 during the Annual Meeting.

Will There be an Opportunity to Ask Questions During the Annual Meeting?

Time will be allotted after the adjournment of the formal meeting for a Question-and-Answer period. Shareholders will be able to submit questions relevant to the business of the meeting during the meeting through www.virtualshareholdermeeting.com/AIG2023 by typing the question into the indicated question box and clicking “Submit.” You will need your 16-digit control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials or email notification.

Each shareholder may submit a ~~valid “legal proxy,” which you can obtain by contacting your account representative at~~maximum of two questions. We ask that questions be succinct and cover only one topic per question. Time may not permit the ~~broker, bank~~answering of every question. Questions from multiple shareholders on the same topic or ~~similar institution through which you hold your shares. See “How do I vote?” for four ways~~that are otherwise related may be grouped and answered together to ~~cast your vote.~~avoid repetition.

What ~~proposals~~Can I do if I Have Trouble Logging Into the Annual Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be ~~voted~~posted on the Annual Meeting login page at www.proxyvote.com.

What is the Quorum Requirement for the Annual Meeting?

Under the Company's By-Laws, a quorum is required to transact business at the Annual ~~Meeting?~~Meeting. A quorum is defined as a majority of the outstanding shares of AIG common stock as of the record date, present either virtually or in person or represented by proxy and entitled to vote. As of the record date, 733,667,935 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.

~~Three proposals from~~

AIG ~~will be considered and voted on at~~ 2023 PROXY STATEMENT91

Frequently Asked Questions About the Annual ~~Meeting:~~Meeting

1.
What is the Difference Between Holding Shares as a Shareholder of Record and as a Beneficial Owner of Shares Held in Street Name?

~~To elect the eleven nominees specified under “Proposal 1—Election of Directors” as directors~~If your shares of AIG common stock are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a “shareholder of record” of those shares.

If your shares are held in an account at a bank, brokerage firm or other intermediary, you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials, as well as a voting instruction form, from the intermediary holding your shares and, as a beneficial owner, you have the right to ~~hold office until~~direct the ~~next annual election and until their successors~~intermediary as to how to vote them. Most individual shareholders are ~~duly elected and qualified;~~beneficial owners of shares held in street name.

How Do I Vote?

~~To vote, on a non-binding advisory basis, to approve executive compensation; and~~

~~TABLE OF CONTENTS~~

~~To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018.~~

By Internet

You ~~may also~~can vote ~~on any other business that properly comes before the Annual Meeting.~~online at www.proxyvote.com.

~~How does the Board of Directors recommend I vote?~~By Telephone

~~AIG’s Board of Directors unanimously recommends that you vote:~~

~~“FOR”~~ ~~each of the nominees specified under “Proposal 1—Election of Directors” to the Board of Directors.~~

~~“FOR”~~ ~~the proposal to approve, on a non-binding advisory basis, executive compensation.~~

~~“FOR”~~ ~~the proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018.~~

~~How do I vote?~~

~~You may cast your vote in one 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 8, 2018. Please have your Notice or your proxy card in hand when you 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~~In the United States or ~~Canada. International calling charges apply outside~~Canada, you can vote by telephone. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

You can find the ~~United States~~telephone number on your proxy card, voting instruction form, or other communications.

Internet and ~~Canada. You may submit a proxy by~~ telephone voting facilities will be available 24 hours a day ~~7 days a week. Follow the simple instructions provided by the recorded message. To be valid, your proxy by telephone must be received by~~until 11:59 p.m., Eastern ~~Daylight~~ Time on May ~~8, 2018.~~9, 2023. To authenticate your internet or telephone vote, you will need to enter your 16-digit control number found on you proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. If you vote online or by telephone, you do not need to return a proxy card or voting instruction form.

By Mail

•

~~By Submitting a Proxy by Mail.~~You can mail the proxy card or voting instruction form enclosed with your printed proxy materials. Mark, sign and date your proxy card ~~sign and date it,~~or voting instruction form, and return it in the prepaid envelope that has been provided or return it to to:

Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY ~~11717.~~ 11717

To be valid, your proxy ~~by mail~~card must be received by 10:00 a.m., Eastern ~~Daylight~~ Time, on May ~~9, 2018.~~10, 2023.

•

AtDuring the Annual ~~Meeting.~~ ~~You can~~Meeting

Shareholders as of the close of business on the record date, March 13, 2023, are entitled to virtually attend and vote during the Annual Meeting online at www.virtualshareholdermeeting.com/AIG2023.

If you have already voted online, by telephone or by mail, your vote during the Annual Meeting will supersede your earlier vote.

How Can I Revoke My Proxy or Change My Vote?

nIf you voted by telephone or internet, access the method you used and follow the instructions for revoking a proxy

nIf you mailed a proxy card, mail a new proxy card with a later date, which will override your earlier proxy card OR

nVote virtually during the Annual Meeting at www.virtualshareholdermeeting.com/AIG2023.

How Will My Shares Be Voted?

Each share of AIG common stock is entitled to one vote. Your shares will be voted in accordance with your instructions. 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 ~~person at the Annual Meeting (see “What do I need~~accordance with their best judgment on any matters not identified in this Proxy Statement that are brought to ~~attend, and~~a vote at the Annual ~~Meeting?”).~~ Meeting.

If your shares are registered in your name and you ~~are~~sign and return a ~~shareholder of record, in order~~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 atyour shares on that matter in accordance with the ~~Annual Meeting, you must present an acceptable form of photo identification, such as a driver’s license.~~Board’s recommendation. If you hold your shares in street name ~~you must obtain a legal proxy, as described above under “What do I need to attend,~~ and vote at, the Annual Meeting?”, and bring that proxy to the Annual Meeting, and you also must bring an account statement or other acceptable evidence of ownership of AIG Common Stock as of the close of business on March 19, 2018, the record date for voting.

~~How can I revoke my proxy or substitute a new proxy or change my vote?~~

~~You can revoke your proxy or substitute a new proxy by:~~

~~For a Proxy Submitted by Internet or Telephone~~

•

~~Subsequently submitting in a timely manner a new proxy through the internet or by telephone that is received by 11:59 p.m., Eastern Daylight Time, on May 8, 2018; or~~

•

~~Executing and mailing a later-dated proxy card that is received prior to 10:00 a.m., Eastern Daylight Time, on May 9, 2018; or~~

•

~~Voting in person at the Annual Meeting.~~

~~TABLE OF CONTENTS~~

~~For a Proxy Submitted by Mail~~

•

~~Subsequently executing and mailing another proxy card bearing a later date that is received prior to 10:00 a.m., Eastern Daylight Time, on May 9, 2018; or~~

•

Giving written notice of revocation to AIG’s Corporate Secretary 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 9, 2018; or

•

~~Voting in person at the Annual Meeting.~~

~~If I submit a proxy by internet, telephone or mail, how will my shares be voted?~~

~~If you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, your shares will be voted in accordance with your instructions.~~

~~If you sign, date and return your proxy card but~~ do not give voting instructions ~~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 ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018; and otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting.

~~If I hold my shares in “street name” and do not provide voting instructions, can my~~proposal, your broker ~~still vote my shares?~~

~~Under~~is only permitted under the rules of the ~~NYSE, brokers that have not received voting instructions from their customers ten days prior~~New York Stock Exchange to vote your shares in its discretion on Proposal 3 (ratification of the appointment of the independent auditor) and is required to withhold a vote on each of the other proposals, resulting in a so-called “broker non-vote.”

92AIG 2023 PROXY STATEMENT

Frequently Asked Questions About the Annual Meeting ~~date may~~

Although the Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the Annual Meeting, if this occurs, the persons named as proxies on the proxy card will vote ~~their customers’~~your shares in favor of such other person or persons as may be recommended by the ~~brokers’ discretion on~~Nominating and Corporate Governance Committee and nominated by the ~~proposal regarding~~Board. Alternatively, the ~~ratification of~~Board may reduce its size.

How Do Abstentions Affect the ~~selection of independent auditors because this is considered “discretionary” under NYSE rules. If your broker is~~Voting 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
Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023	Majority of votes cast	No effect
Shareholder Proposal Requesting an Independent Board Chair Policy	Majority of votes cast	No effect

What Happens if a Director in 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.~~Uncontested Election Receives More Votes “Against” than “For”?

Under NYSE rules, each other proposal—the election of directors and the non-binding advisory vote on executive compensation—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,~~By-Laws, directors in an uncontested election must receive more votes “for” their election than ~~“against” their election. Pursuant to~~“against.” Under AIG’s ~~By-laws~~
By-Laws and Corporate Governance Guidelines, each nominee ~~who is currently a director~~ has submitted ~~to the Board~~ an irrevocable resignation ~~from the Board~~ that ~~would become~~becomes effective upon (1) the nominee’s failure ~~of such nominee~~ to receive the required vote ~~at the Annual Meeting~~ and (2) ~~Board~~the Board's acceptance of such resignation. In the event that a nominee fails to receive the required vote at the Annual Meeting, AIG’s Nominating and Corporate Governance Committee will then make a recommendation to the Board on the action to be taken with respect to the resignation. The Board will accept ~~such~~that resignation unless the ~~Nominating and Corporate Governance Committee~~NCGC recommends, and the Board determines, that the ~~best~~bests interests of AIG and its shareholders would not be served by doing so.

~~Proposal 2—Non-binding Advisory Vote to Approve Executive Compensation.~~ ~~Adoption of~~Who Counts the ~~resolution on~~Votes?

Broadridge Financial Solutions (Broadridge), an independent entity, will tabulate the 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 of Directors, 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, AIG’s Compensation and Management Resources Committee 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.

~~TABLE OF CONTENTS~~

~~Proposal 3—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.

~~Broker Non-Votes and Abstentions.~~ In the case of each proposal—the election of directors, the non-binding advisory vote on executive compensation and the selection of PricewaterhouseCoopers LLP—only votes cast “for” or “against” the proposal will be considered; abstentions, broker non-votes and withheld votes will not be treated as a vote “for” or “against” the proposal and therefore will have no effect on the vote. Although an abstention will have no effect on the election of directors, because directors are elected by a majority of the votes cast, a director who receives more votes “against” than “for” his or her election will be required to resign, subject to the process described above under “Proposal 1—Election of Directors.”

~~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.~~

Proxies marked as abstaining, and any proxies returned by brokers as “non-votes” on behalf of shares held in street name because beneficial owners’ discretion has been withheld as to one or more matters on the agenda forvotes. At the Annual Meeting, a representative of Broadridge will ~~be treated~~act as ~~present for purposes~~the independent Inspector of ~~determining a quorum~~Election and in this capacity will supervise the voting, decide the validity of proxies, and certify the results.

Who Pays for the ~~Annual Meeting.~~

Proxy Solicitation and How ~~do I obtain more information about AIG?~~

~~A copy of AIG’s 2017 Annual Report, which includes AIG’s 2017 Annual Report on Form 10-K filed with~~May the ~~SEC, has been delivered or made available to shareholders.~~ You also may obtain, free of charge, a copy of the 2017 Annual Report and AIG’s 2017 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?~~Company Solicit My Proxy?

AIG will ~~bear~~pay the cost of ~~this solicitation of~~soliciting proxies. Proxies may be solicited ~~by mail, email, personal interview, telephone and facsimile transmission~~on behalf of AIG by directors, ~~their associates, and certain~~ officers ~~and regular~~or employees of AIG ~~and its subsidiaries without additional compensation. In addition to the foregoing,~~in person or by telephone, facsimile or other electronic means. AIG has retained ~~Innisfree M&A Incorporated~~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. AIG~~disbursements. As required by the SEC and the NYSE, we also will reimburse ~~brokers~~brokerage firms and ~~others holding~~other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our common stock.

Why Did I Receive a Notice of Internet Availability?

To conserve resources and reduce costs, we are sending most shareholders — as we are permitted to do under the SEC’s rules — a notice of internet availability of proxy materials. The notice explains how you can access AIG’s proxy materials on the internet and how to obtain printed copies if you prefer. It also explains how you can choose either electronic or print delivery of proxy materials for future annual meetings.

How Can I Receive My Proxy Materials Electronically?

To conserve resources and reduce costs, we encourage shareholders to access their proxy materials electronically.

Before the Annual Meeting, you can sign up for electronic access when voting online at www.proxyvote.com. If you are a registered shareholder or a beneficial owner of shares held in 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 year explaining how to access AIG’s Annual Report and Proxy Statement, and how to vote online. Your enrollment for electronic access will remain in effect unless you cancel it, which you can do up to two weeks before the record date for any future meeting.

AIG 2023 PROXY STATEMENT93

Frequently Asked Questions About the Annual Meeting

What if I Share the Same Address as Another AIG ~~Common Stock in their names,~~Shareholder?

If you share an address with one or more other AIG shareholders, you may have received only a single copy of the Annual Report, Proxy Statement or notice of internet availability of proxy materials for your entire household. This practice, known as “householding,” is intended to reduce printing and mailing costs. If you are a registered shareholder and you prefer to receive a separate Annual Report, Proxy Statement or notice of internet availability of proxy materials this year or in the ~~names~~future, 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 materials~~separate copies.

How Can I Receive a Copy of the Company’s 2022 Annual Report on Form 10-K?

AIG will provide, without charge, a copy of the Annual Report on Form 10-K for the year ended December 31, 2022 to ~~their principals.~~

any shareholder upon a request directed to Investor Relations (see page 95 for contact information).

Will Any Other Business be Presented at the Annual Meeting?

~~TABLE OF CONTENTS~~

~~OTHER MATTERS~~

~~OTHER MATTERS TO BE PRESENTED AT THE 2018 ANNUAL MEETING OF SHAREHOLDERS~~

~~Your~~As of the date of this Proxy Statement, the Board ~~of Directors~~ knows of no other ~~matters to~~matter that will be properly presented for shareholder action at the Annual ~~Meeting. If~~Meeting other than those matters discussed in this Proxy Statement. However, if any other ~~matters~~matter requiring a vote of the shareholders properly ~~come~~comes before the Annual Meeting, ~~it is~~then the ~~intention of~~individuals acting under the ~~persons named~~proxies solicited by the Board will have the discretion to vote on those matters for you.

How Do I Submit Proposals and Nominations for the 2024 Annual Meeting?

Shareholder Proposals to be Included in the ~~accompanying proxy~~Proxy Statement

To submit a shareholder proposal to ~~vote the proxy in accordance with their judgment on such matters.~~

~~SHAREHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING~~

~~All suggestions from shareholders are given careful attention. Proposals intended~~be considered for inclusion in ~~next year’s~~AIG’s Proxy Statement ~~pursuant to Exchange Act~~for the 2024 Annual Meeting under SEC Rule 14a-8, ~~should be sent~~you must send the proposal to ~~the~~our Corporate Secretary ~~of AIG~~by mail or email (see page 95 for contact information). The Corporate Secretary must receive the proposal in writing by 11:59 p.m. Eastern Time on November 30, 2023.

Shareholder Proposals Introduced at ~~175 Water Street, New York, New York 10038 and must be received by November 27, 2018.~~the 2024 Annual Meeting

~~AIG’s By-laws permit~~To introduce a proposal for vote at the 2024 Annual Meeting (other than a shareholder ~~or a group of up to 20 shareholders, owning three percent or more of our outstanding shares of AIG Common Stock continuously for at least three years to nominate and include~~proposal included in the Proxy Statement under SEC Rule 14a-8), AIG’s ~~annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board of Directors, provided~~By-Laws require that the ~~shareholder(s) and the nominee(s) satisfy the requirements specified in~~shareholder send advance written notice to AIG’s ~~By-laws. Notice of director nominees submitted pursuant to these proxy access By-law provisions must be delivered or, if sent~~Corporate Secretary by mail ~~received by the Corporate Secretary of AIG at 175 Water Street, New York, New York 10038 and must be received~~(see page 95 for contact information) for receipt no earlier than ~~October 28, 2018~~January 11, 2024, and no later than ~~November 27, 2018. The~~11:59 p.m. Eastern Time on February 10, 2024. This notice ~~of director nominees~~ must include ~~all of~~ the information ~~required by~~specified in AIG’s ~~By-laws.~~By-Laws, a copy of which is available on AIG’s website at www.aig.com.

~~Under~~ Director Nominations at the 2024 Annual Meeting

AIG’s ~~By-laws, notice of any other~~By-Laws require that a shareholder ~~proposal or the nomination of~~who wishes to nominate a candidate for election as a director ~~to be made~~ at the ~~2019~~2024 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 delivered~~send advance written notice to the AIG Corporate Secretary by mail (see page 95 for contact information) for receipt no earlier than January 11, 2024, and no later than 11:59 p.m. Eastern Time on February 10, 2024. This notice must include the information specified in AIG’s By-Laws, a copy of ~~AIG~~which is available on AIG’s website at ~~175 Water Street, New York, New York 10038 not less than 90 nor more than 120 days prior~~www.aig.com. In addition to ~~May 9, 2019, unless~~complying with the ~~2019 Annual Meeting~~advance notice provisions of ~~Shareholders is not scheduled~~AIG's By-Laws, to ~~be held on~~nominate a ~~date between April 9, 2019~~candidate for election, shareholders must give timely notice that complies with the additional requirements of Rule 14a-19, and ~~June 8, 2019, in~~ which ~~case~~ notice must be received no later than March 11, 2024.

Director Nominations by Proxy Access

An eligible shareholder who wishes to have a nominee of that shareholder included in AIG’s Proxy Statement for the ~~later of 90 days prior~~2024 Annual Meeting pursuant to the ~~date~~“proxy access” provisions of AIG’s By-Laws must send advance written notice to the AIG Corporate Secretary (see page 95 for contact information) for receipt no earlier than October 31, 2023, 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. The~~November 30, 2023. This notice must include ~~all of~~ the information ~~required~~specified by ~~AIG’s By-laws. A~~the By-Laws, a copy of ~~AIG’s current By-laws~~which is available ~~in the Corporate Governance section of~~on AIG’s website at ~~www.aig.com~~.www.aig.com.

~~COMMUNICATIONS WITH THE BOARD OF DIRECTORS~~

94AIG 2023 PROXY STATEMENT

Frequently Asked Questions About the Annual Meeting

How Do I Contact the Corporate Secretary’s Office?

Shareholders may contact AIG’s Corporate Secretary’s Office in one of two methods:


Write A Letter			Send An Email
American International Group, Inc. Attn: Corporate Secretary 1271 Avenue of the Americas New York, NY 10020-1304			AIGCorporateSecretary@AIG.com

How Do I Contact Investor Relations?

Shareholders may contact AIG’s Investor Relations in one of two methods:


Write A Letter			Send An Email
American International Group, Inc. Attn: Investor Relations 1271 Ave of the Americas New York, NY 10020-1304			IR@AIG.com

AIG 2023 PROXY STATEMENT95



Other Important Information

Cautionary Note Concerning Factors That May Affect Future Results

This Proxy Statement contains forward-looking statements which, to the extent they are not statements of historical or present fact, may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are intended to provide management’s current expectations or plans for AIG’s future operating and financial performance, based on assumptions currently believed to be valid and accurate. Forward-looking statements are often preceded by, followed by or include words such as “will,” “believe,” “anticipate,” “expect,” “expectations,” “intend,” “plan,” “strategy,” “prospects,” “project,” “anticipate,” “should,” “guidance,” “outlook,” “confident,” “focused on achieving,” “view,” “target,” “goal,” “estimate,” and other words of similar meaning.

Forward-looking statements provide AIG’s current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause AIG’s actual results to differ materially from those set forth in such forward-looking statements. Certain of those risks and uncertainties are described in AIG’s Annual Report on Form 10-K for the year ended December 31, 2022. Forward-looking statements speak only as of the date of this Proxy Statement. AIG is not under any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable 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 filings with the SEC.

How to Communicate with the Board

Shareholders and other interested persons may communicate ~~directly~~with the Board, the Lead Independent Director, or with one or more directors by:

•
nWriting a letter in care of the Corporate Secretary (see page 95 for contact information);

~~writing~~nEmail at BoardofDirectors@AIG.com; or

nContacting AIG’s Compliance Help Line at 1-877-244-2110, menu item #3 (to access the AIG Compliance Help Line from outside the United States, dial the appropriate country code, wait for the prompt, then dial the number).

Communications relating to AIG’s accounting, internal controls or auditing matters can be sent by:

nWriting a letter to the Chair of the Audit Committee in care of the Corporate Secretary (see page95 for contact information); or

nEmail at BoardofDirectors@AIG.com.

The Corporate Secretary opens all communications and forwards them, ~~c/o Vice President—~~as appropriate, pursuant to the Corporate Governance ~~American International Group, Inc.~~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 unsolicited advertising materials or publications, job or product inquiries, invitations to conferences and other materials considered to be trivial, irrelevant, inappropriate and/or harassing.

Corporate Governance Information

AIG’s By-Laws, Certificate of Incorporation, Corporate Governance Guidelines, the charters for each Board committee, the Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics (and any amendments of or waivers from the code), ~~175 Water Street, New York, New York 10038; or~~

•

~~emailing~~ ~~boardofdirectors@aig.com~~

~~ELECTRONIC DELIVERY OF PROXY MATERIALS~~

~~In an effort to reduce paper mailed to your home~~the Employee Code of Conduct and ~~help lower printing and postage costs, we~~Supplier 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 paper~~available on AIG’s 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 95.

96AIG 2023 PROXY STATEMENT

Other Important Information

Transactions With Related Persons

AIG has a written policy requiring that the NCGC (or, in certain circumstances, the chair of the NCGC) determine whether to approve or ratify transactions exceeding $120,000 in which AIG or a subsidiary is a participant and in which a related person — a director, nominee for director, executive officer, their respective immediate family members, and 5 percent shareholders ~~may follow~~— has a direct or indirect material interest. Under the ~~instructions when voting online at~~ ~~www.proxyvote.com. Following~~policy, the ~~2018 Annual Meeting~~NCGC determines whether each transaction presented to it should be approved (or, where applicable, ratified) based on whether the transaction is in, or is not inconsistent with, the best interests of ~~Shareholders, you may continue to register for electronic delivery~~AIG and its shareholders. Certain types of ~~future documents~~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 your~~the NCGC, such as insurance and financial ~~institution for additional information regarding enrolling for electronic delivery.~~

~~We are pleased to be using~~services transactions (including the ~~SEC’s rule that allows companies to furnish proxy materials to their shareholders over~~purchase and sale of AIG products and services) entered into in the ~~internet. In accordance with this rule, on or about March 27, 2018, we sent shareholders of record at the close~~ordinary course of business on terms and conditions generally available in the marketplace and in accordance with applicable law.

AIG did not have any related persons transactions in 2022.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires our directors, executive officers and persons who beneficially own more than 10 percent of our common stock to file reports with the SEC indicating their holdings of, and transactions in, AIG common stock. Based on a review of these reports, and upon written representations from the reporting persons, we believe that no reporting person was delinquent with respect to their reporting obligations during 2022 or prior years except for (i) a late Form 4 filed on February 14, 2023, for William G. Jurgensen to report a dividend reinvestment transaction of 79 shares of AIG common stock that had been inadvertently omitted from prior reported holdings, and (ii) a late Form 4 filed on March ~~19, 2018, a Notice Regarding~~17, 2023, for Kevin Hogan to report the ~~Availability~~conversion of ~~Proxy Materials~~certain AIG equity to equity of Corebridge at the time of the Corebridge IPO.

Incorporation by Reference

No reports, documents or ~~a full set of proxy materials. The Notice contains instructions on how~~websites that are cited or referred to ~~access our~~in this Proxy Statement ~~and 2017 Annual Report via the internet and how~~shall be deemed to ~~vote.~~

~~Important Notice Regarding the Availability~~form part of, ~~Proxy Materials for the 2018 Annual Meeting of Shareholders~~or to be ~~held on May 9, 2018. Our 2018~~incorporated by reference into, this Proxy ~~Statement and 2017 Annual Report are available free of charge on our website at~~ ~~www.aig.com~~.

~~TABLE OF CONTENTS~~

~~IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS~~

The SEC’s rules permit us to deliver a single notice 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 this Notice of Annual Meeting of Shareholders, Proxy Materials, Proxy Statement or 2017 Annual Report, he or she may contact the AIG Director of 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 the AIG Director of 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 the AIG Director of Investor Relations.

~~INCORPORATION BY REFERENCE~~Statement.

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing by AIG under the Securities Act or the Exchange Act, the Letter to Shareholders ~~by Messrs. Steenland and Duperreault~~from Mr. Zaffino and the sections of this Proxy Statement entitled “Report of the Compensation and Management Resources ~~Committee,”~~Committee” and “Report of the Audit Committee” (to the extent permitted by the SEC rules) ~~and “Report of the Nominating and Corporate Governance Committee”,~~ shall not be deemed to be so incorporated, unless specifically otherwise provided in such filing.

AIG 2023 PROXY STATEMENT97

~~TABLE OF CONTENTS~~

~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION~~

This Proxy Statement and other publicly available documents may include, and AIG’s officers and representatives may from time to time make, 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 AIG’s 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 address, among other things, AIG’s:

•

exposures to subprime mortgages, monoline insurers, the residential and commercial real estate markets, state and municipal bond issuers, sovereign bond issuers, the energy sector and currency exchange rates;

•

~~exposure to European governments and European financial institutions;~~

•

~~strategy for risk management;~~

•

~~actual and anticipated sales, monetizations and/or acquisitions of businesses or assets;~~

•

~~restructuring of business operations, including anticipated restructuring charges and annual cost savings;~~

•

~~generation of deployable capital;~~

•

~~strategies to increase return on equity and earnings per share;~~

•

~~strategies to grow net investment income, efficiently manage capital, grow book value per common share, and reduce expenses;~~

•

~~anticipated organizational, business and regulatory changes, including our ability to successfully consummate the purchase of Validus;~~

•

~~strategies for customer retention, growth, product development, market position, financial results and reserves;~~

•

~~management of the impact that innovation and technology changes may have on customer preferences, the frequency or severity of losses and/or the way AIG distributes and underwrites its products;~~

•

~~segments’ revenues and combined ratios; and~~

•

~~management succession and retention plans.~~

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:

•

~~changes in market conditions;~~

•

~~negative impacts on customers, business partners and other stakeholders;~~

•

~~the occurrence of catastrophic events, both natural and man-made;~~

•

~~significant legal, regulatory or governmental proceedings;~~

•

~~the timing and applicable requirements of any regulatory framework to which AIG is subject, including as a global systemically important insurer;~~

•

~~concentrations in AIG’s investment portfolios;~~

•

~~actions by credit rating agencies;~~

•

~~judgments concerning casualty insurance underwriting and insurance liabilities;~~

•

~~AIG’s ability to successfully manage Legacy portfolios;~~

•

~~AIG’s ability to successfully reduce costs and expenses and make business and organizational changes without negatively impacting client relationships or its competitive position;~~

page intentionally left blank

~~TABLE OF CONTENTS~~

•

~~AIG’s ability to successfully dispose of, monetize and/or acquire businesses or assets, including our ability to successfully consummate the purchase of Validus;~~

•

~~judgments concerning the recognition of deferred tax assets;~~

•

~~judgments concerning estimated restructuring charges and estimated cost savings; and~~

•

~~such other factors discussed in:~~

•

~~Part I, Item 1A. Risk Factors in AIG’s 2017 Annual Report on Form 10-K; and~~

•

~~Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations in AIG’s 2017 Annual Report on Form 10-K.~~

AIG is not under any obligation (and expressly disclaims any obligation) 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.



Appendix A ~~TABLE OF CONTENTS~~ ~~APPENDIX A~~ Non-GAAP Financial Measures Certain of the operating performance measurements used by AIG management are “non-GAAP financial measures” under SEC rules and regulations. GAAP is the acronym for “generally accepted accounting principles” in the United States. The non-GAAP financial measures presented may not be comparable to similarly named measures reported by other companies. ~~Short-Term Incentive Performance~~ • ~~Core normalized return on equity~~ is derived by excluding from Core Return on equity—Adjusted after-tax income (as defined below) the tax adjusted effects of (i) the AIG Normalizations (as defined below) and (ii) the impact of certain strategic choices by management that were not contemplated when the metric was established, including reserve margin adjustment, certain additional long-term incentive expenses and certain costs associated with additional catastrophe reinsurance and changes in management. • ~~Core Return on equity—Adjusted after-tax income~~ ~~is derived by dividing Core Adjusted after-tax income (as defined below) by average Core Adjusted attributed equity (as defined below).~~ • ~~Core Adjusted after-tax income~~ is derived by subtracting attributed interest expense and income tax expense from Core adjusted pre-tax income (defined below). Attributed debt and the related interest expense is calculated based on our internal capital model. Tax expense or benefit is calculated based on an internal attribution methodology that considers among other things the taxing jurisdiction in which the operating segments and geographies conduct business, as well as the deductibility of expenses in those jurisdictions. • ~~Core Adjusted pre-tax income~~ is derived by excluding the Pre-tax adjustment items (defined below) from income before income tax for AIG’s Core businesses (the General Insurance and Life and Retirement operating segments and Other Operations). • ~~Core Adjusted attributed Equity~~ is an attribution of total AIG shareholders’ equity (excluding deferred tax assets and accumulated other comprehensive income) to AIG’s Core businesses (the General Insurance and Life and Retirement operating segments and Other Operations) based on our internal capital model, which incorporates Core’s risk profile. Adjusted attributed equity represents our best estimates based on current facts and circumstances and will change over time. • ~~Pre-tax adjustments items~~ include changes in fair value of securities used to hedge guaranteed living benefits; changes in benefit reserves and DAC, VOBA, and SIA related to net realized capital gains and losses; loss (gain) on extinguishment of debt; net realized capital gains and losses; non-qualifying derivative hedging activities, excluding net realized capital gains and losses; income or loss from discontinued operations; pension expense related to a one-time lump sum payment to former employees; income and loss from divested businesses; non-operating litigation reserves and settlements; restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization; the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain; and net loss reserve discount benefit (charge). • ~~AIG Normalizations~~ are the difference between actual and expected (i) catastrophe losses, (ii) alternative investment returns, (iii) Direct Investment book and Global Capital Markets returns; fair value changes on PICC investments; update of actuarial assumptions; Life Insurance incurred but not reported death claim charge; and prior year loss reserve development. • ~~Normalized production risk-adjusted profitability~~ is the underwriting profit or loss for General Insurance plus net investment income, less tax, less interest expense, net of the cost of capital. Underwriting profit or loss is based on net premiums written during the performance year, estimated ultimate loss ratio adjusted for catastrophic annual average losses, and variable expenses. The net investment income is imputed based upon the prevailing interest rate environment of the performance year. The cost of capital is the product of the capital deployed and the cost of capital rate. The capital deployed is based on an internal capital allocation model and reflects the capital needed for the business

Certain of the operating performance measurements used by AIG 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.

We use the following operating performance measures because we believe they enhance the understanding of the underlying profitability of continuing operations and trends of our business segments. We believe they also allow for more meaningful comparisons with our insurance competitors.

nAdjusted Pre-Tax Income (APTI) is derived by excluding the items set forth below from income from continuing operations before income tax. This definition is consistent across our segments. These items generally fall into one or more of the following broad categories: legacy matters having no relevance to our current businesses or operating performance; adjustments to enhance transparency to the underlying economics of transactions; and measures that we believe to be common to the industry. APTI is a GAAP measure for our segments. Excluded items include the following:

—changes in fair value of securities used to hedge guaranteed living benefits;

—changes in benefit reserves and deferred policy acquisition costs, value of business acquired, and deferred sales inducements related to net realized gains and losses;

—changes in the fair value of equity securities;

—net investment income on Fortitude Reinsurance Company Ltd. (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);

—following deconsolidation of Fortitude Re, net realized gains and losses on Fortitude Re funds withheld assets;

—loss (gain) on extinguishment of debt;

—all net realized 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 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);

—income or loss from discontinued operations;

—net loss reserve discount benefit (charge);

—pension expense related to lump sum payments to former employees;

—net gain or loss on divestitures and other;

—non-operating litigation reserves and settlements;

—restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization;

—the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain;

—integration and transaction costs associated with acquiring or divesting businesses;

—losses from the impairment of goodwill;

—non-recurring costs associated with the implementation of non-ordinary course legal or regulatory changes or changes to accounting principles; and

—income from elimination of the international reporting lag.

AIG 2023 PROXY STATEMENTA-1

Appendix A – Non-GAAP Financial Measures

nAdjusted After-tax Income Attributable to AIG Common Shareholders (AATI) is derived by excluding the tax effected APTI adjustments described above, dividends on preferred stock, noncontrolling interest on net realized gains (losses), other non-operating expenses and the following tax items from net income attributable to AIG:

—deferred income tax valuation allowance releases and charges;

—changes in uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance; and

—net tax charge related to the enactment of the Tax Cuts and Jobs Act.

nDiluted Normalized Adjusted After-tax Income (AATI) Attributable to AIG Common Shareholders Per Share further adjusts diluted AATI attributable to AIG common shareholders per share 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 diluted AATI attributable to AIG common shareholders per share without the impact of certain items that can experience volatility in our short-term results. Diluted normalized AATI attributable to AIG common shareholders per share is derived by excluding the following from AATI attributable to AIG common shareholders per share: the difference between actual and expected (1) catastrophe losses, net of reinsurance, (2) alternative investment returns, (3) fair value changes on fixed maturity securities, and (4) return on business transactions; update of actuarial assumptions; prior year loss reserve development, net of reinsurance and premium adjustments; and COVID-19 mortality. General Insurance EPS is further adjusted for certain business factors related to neutralizing Corebridge’s impact on AIG’s earnings per share.

nAIG Return on Common Equity (ROCE)—Adjusted After-tax Income Excluding Accumulated Other Comprehensive Income (AOCI) adjusted for the cumulative unrealized gains and losses related to Fortitude Re 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 of our available for sale securities portfolio, 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 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 Return on Common Equity. Adjusted Return on Common Equity is derived by dividing actual or annualized adjusted after-tax income attributable to AIG common shareholders by average AIG common shareholders’ equity, excluding AOCI adjusted for the cumulative unrealized gains and losses related to Fortitude Re funds withheld assets, and DTA (Adjusted Common Shareholders’ Equity).

nCorebridge Adjusted Pre-tax Operating Income (APTOI) is derived by excluding the items set forth below from income from operations before income tax. These items generally fall into one or more of the following broad categories: legacy matters having no relevance to Corebridge’s current businesses or operating performance; adjustments to enhance transparency to the underlying economics of transactions; and recording adjustments to APTOI that Corebridge believes to be common in Corebridge’s industry. Corebridge believes the adjustments to pre-tax income are useful for gaining an understanding of Corebridge’s overall results of operations.

APTOI excludes the impact of the following items:

FORTITUDE RELATED ADJUSTMENTS:

The modco reinsurance agreements with Fortitude Re transfer the economics of the invested assets supporting the reinsurance agreements to Fortitude Re. Accordingly, the net investment income on Fortitude Re funds withheld assets and the net realized gains (losses) on Fortitude Re funds withheld assets are excluded from APTOI. Similarly, changes in the Fortitude Re funds withheld embedded derivative are also excluded from APTOI.

As a result of entering into the reinsurance agreements with Fortitude Re we recorded a loss which was primarily attributed to the write-off of DAC, VOBA and deferred cost of reinsurance assets. The total loss and the ongoing results associated with the reinsurance agreement with Fortitude Re have been excluded from APTOI as these are not indicative of Corebridge’s ongoing business operations.

INVESTMENT RELATED ADJUSTMENTS:

APTOI excludes “Net realized gains (losses),” including changes in the allowance for credit losses on available-for-sale securities and loans, as well as gains or losses from sales of securities, except for gains (losses) related to the disposition of real estate investments. Net realized gains (losses), except for gains (losses) related to the disposition of real estate investments, are excluded as the timing of sales on invested assets or changes in allowances depend largely on market credit cycles and can vary considerably across

A-2AIG 2023 PROXY STATEMENT

Appendix A – Non-GAAP Financial Measures

periods. In addition, changes in interest rates may create opportunistic scenarios to buy or sell invested assets. Corebridge’s derivative results, including those used to economically hedge insurance liabilities, also included in Net realized gains (losses) are similarly excluded from APTOI except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedges or for asset replication. Earned income on such economic hedges is reclassified from Net realized gains and losses to specific APTOI line items based on the economic risk being hedged (e.g., Net investment income and Interest credited to policyholder account balances).

Corebridge’s investment-oriented contracts, such as universal life insurance, and fixed, fixed index and variable annuities, are also impacted by net realized gains (losses), and these secondary impacts are also excluded from APTOI. Specifically, the changes in benefit reserves and DAC, VOBA and DSI assets related to net realized gains (losses) are excluded from APTOI.

VARIABLE, FIXED INDEX ANNUITIES AND INDEX UNIVERSAL LIFE INSURANCE PRODUCTS ADJUSTMENTS:

Certain of Corebridge’s variable annuity contracts contain guaranteed minimum withdrawal benefits (GMWBs) and are accounted for as embedded derivatives. Additionally, certain fixed index annuity contracts contain GMWB or indexed interest credits which are accounted for as embedded derivatives, and our index universal life insurance products also contain embedded derivatives.

Changes in the fair value of these embedded derivatives, including rider fees attributed to the embedded derivatives, are recorded through “Net realized gains (losses)” and are excluded from APTOI. Changes in the fair value of securities used to hedge guaranteed living benefits are excluded from APTOI.

OTHER ADJUSTMENTS:

Other adjustments represent all other adjustments that are excluded from APTOI and includes the net pre-tax operating income (losses) from noncontrolling interests related to consolidated investment entities. The excluded adjustments include, as applicable:

—restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify Corebridge’s organization;

—non-recurring costs associated with the implementation of non-ordinary course legal or regulatory changes or changes to accounting principles;

—separation costs;

—non-operating litigation reserves and settlements;

—loss (gain) on extinguishment of debt;

—losses from the impairment of goodwill; and

—income and loss from divested or run-off business.

nCorebridge Adjusted After-tax Operating Income Attributable to Corebridge’s Common Shareholders (Adjusted After-tax Operating Income or AATOI) is derived by excluding the tax effected APTOI adjustments described above, as well as the following tax items from net income attributable to Corebridge:

—changes in uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance; and

—deferred income tax valuation allowance releases and charges.

nLife and Retirement* Normalized Adjusted Return on Average Equity (ROAE) is derived by dividing AATOI by average Adjusted Book Value. AATOI and average Adjusted Book Value are normalized for separation related items, COVID mortality claims, annual actuarial assumptions update, litigation matters, and (better)/ worse than expected return on business transactions. The measures are also adjusted for the impact of macroeconomic and market factors such as variances to expected return on alternative investments, expected fair value changes on fixed maturity securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.

nLife and Retirement* Diluted Normalized AATOI per Share The measure will be and is normalized for certain separation related items, COVID mortality claims, annual actuarial assumptions update, litigation matters, changes in accounting or tax legislation and adjustment for unplanned business transactions. The measures will also be adjusted for the impact of macroeconomic and market factors such as variances to expected private equity / real estate returns, expected hedge fund returns, expected fair value changes on fixed maturity securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.

nRatios We, along with most property and casualty insurance companies, use the loss ratio, the expense ratio and the combined ratio as measures of underwriting performance. These ratios are relative measurements that describe, for every $100 of net premiums earned, the amount of losses and loss adjustment expenses (which for General Insurance excludes net loss reserve

AIG 2023 PROXY STATEMENTA-3

Appendix A – Non-GAAP Financial Measures

discount), and the amount of other underwriting expenses that would be incurred. A combined ratio of less than 100 indicates underwriting income and a combined ratio of over 100 indicates an underwriting loss. Our ratios are calculated using the relevant segment information calculated under GAAP, and thus may not be comparable to similar ratios calculated for regulatory reporting purposes. The underwriting environment varies across countries and products, as does the degree of litigation activity, all of which affect such ratios. In addition, investment returns, local taxes, cost of capital, regulation, product type and competition can have an effect on pricing and consequently on profitability as reflected in underwriting income and associated ratios.

nAccident Year Loss and Accident Year Combined Ratios, as Adjusted (Accident Year Loss Ratio, ex-CAT and Accident Year Combined Ratio, ex-CAT) 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:

—Loss Ratio = Loss and loss adjustment expenses incurred ÷ Net premiums earned (NPE)

—Acquisition Ratio = Total acquisition expenses ÷ NPE

—General Operating Expense Ratio = General operating expenses ÷ NPE

—Expense Ratio = Acquisition ratio + General operating expense ratio

—Combined Ratio = Loss ratio + Expense ratio

—CATs and Reinstatement Premiums = [Loss and loss adjustment expenses incurred – (CATs)] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes] – Loss ratio

—Accident Year Loss Ratio, as Adjusted (AYLR, ex-CAT) = [Loss and loss adjustment expenses incurred – CATs – PYD] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes +/(-) Prior year premiums + Adjustment for ceded premium under reinsurance contracts related to prior accident years]

—Accident Year Combined Ratio, as Adjusted (AYCR, ex-CAT) = AYLR ex-CAT + Expense ratio

—Prior Year Development net of reinsurance and prior year premiums = [Loss and loss adjustment expenses incurred – CATs – PYD] ÷ [NPE +/(-) Reinstatement premiums related to catastrophes +/(-) Prior year premiums] – Loss ratio – CATs and reinstatement premiums ratio


Underwriting Ratios General Insurance	Twelve Months Ended			Three Months Ended
	December 31,			December 31,	June 30,
	2022	2021	2020	2022	2018
Loss ratio	60.8	64.2	71.0	58.5	65.7
Catastrophe losses and reinstatement premiums	(5.0)	(5.4)	(10.3)	(3.8)	(2.3)
Prior year development, net of reinsurance and prior year premiums	1.8	0.6	0.1	2.3	0.8
Adjustment for ceded premiums under reinsurance contracts and other	—	—	—	—	1.2
Accident year loss ratio, as Adjusted	57.6	59.4	60.8	57.0	65.4
Acquisition ratio	19.3	19.6	20.4	19.8	21.1
General operating expense ratio	11.8	12.0	12.9	11.6	14.5
Expense ratio	31.1	31.6	33.3	31.4	35.6
Combined ratio	91.9	95.8	104.3	89.9	101.3
Accident Year Combined Ratio, ex-CATs	88.7	91.0	94.1	88.4	101.0

A-4AIG 2023 PROXY STATEMENT

Appendix A – Non-GAAP Financial Measures


Underwriting Ratios Commercial Insurance	Twelve Months Ended December 31,
	2022	2021
Loss ratio	63.5	71.4
Catastrophe losses and reinstatement premiums	(6.1)	(6.8)
Prior year development, net of reinsurance and prior year premiums	1.0	(2.9)
Accident year loss ratio, as Adjusted	58.4	61.7
Acquisition ratio	15.8	16.8
General operating expense ratio	10.3	10.6
Expense ratio	26.1	27.4
Combined ratio	89.6	98.8
Accident Year Combined Ratio, ex-CATs	84.5	89.1

nAIG 200 Cumulative Run-rate Net GOE Savingsrepresents exit run-rate savings that will emerge over time as a direct result of actions taken under the AIG 200 program.

nAIG 200 Net GOE Exit Run-rate Savings Excluding CorebridgeAIG 200 Cumulative Run-rate Net GOE Savings excluding Corebridge initiated savings.

nLife and Retirement* Normalized GOErepresents Corebridge GOE on an adjusted pre-tax operating income basis less separation related impacts and certain one-time non-recurring items.

nRelative Tangible Book Value Per Common Sharerepresents 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.


	Twelve Months Ended December 31, 2022
Net Premiums Written - Change in Constant Dollar	General Insurance		Global Commercial Lines
Foreign exchange effect on worldwide premiums:
Change in net premiums written
Increase (decrease) in original currency	3.8	%	6.3	%
Foreign exchange effect	(5.2)		(3.5)
Increase (decrease) as reported in U.S. dollars	(1.4)	%	2.8	%

*Life and Retirement represents Life and Retirement plus components of Other Operations.

AIG 2023 PROXY STATEMENTA-5

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underwritten during the performance period. The cost of capital rate is derived from an internal capital asset pricing model. This result is adjusted to normalize for the impact of fluctuations in foreign exchange rates. Normalized production risk-adjusted profitability is further adjusted to exclude the tax adjusted effects of the impact of reserve margin adjustment.

•

~~Normalized value of new business~~ is, for Life and Retirement and Fuji Life, the present value, measured at point of sale, of projected after-tax statutory profits emerging in the future from new business sold in the period, as adjusted to normalize fixed annuity sales and margins based on indexing fixed annuity sales to the prevailing interest rate environment less the cost of capital.

~~Performance Goal pursuant to Section 162(m) of the Internal Revenue Code~~

•

~~Normalized adjusted after-tax income (formerly known as Normalized after-tax operating income)~~ ~~is derived by excluding from Adjusted after-tax income attributable to AIG (as defined below) the tax adjusted effects of the AIG Normalizations (as defined above).~~

•

~~Adjusted after-tax income attributable to AIG (formerly known as After-tax operating income)~~ is derived by excluding the tax effected Pre-tax adjustments items (defined below) and the following tax items from net income attributable to AIG: deferred income tax valuation allowance releases and charges and uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance.

•

~~Pre-tax adjustments items~~ include changes in fair value of securities used to hedge guaranteed living benefits; changes in benefit reserves and deferred policy acquisition costs (DAC), value of business acquired (VOBA), and sales inducement assets (SIA) related to net realized capital gains and losses; other income and expense—net, related to Legacy Portfolio run-off insurance lines; loss (gain) on extinguishment of debt; net realized capital gains and losses; non-qualifying derivative hedging activities, excluding net realized capital gains and losses; income or loss from discontinued operations; pension expense related to a one-time lump sum payment to former employees; income and loss from divested businesses; non-operating litigation reserves and settlements; reserve development related to non-operating run-off insurance business; restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization; and net loss reserve discount benefit (charge).

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E38755-P03931 For Against Abstain For Against Abstain AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK, NY 10038 AMERICAN INTERNATIONAL GROUP, INC. The Board of Directors Recommends a Vote FOR each of the Nominees for Election, and FOR Proposals 2 and 3. 1. Election of Directors Nominees: 1a. W. DON CORNWELL 1b. BRIAN DUPERREAULT 1e. CHRISTOPHER S. LYNCH 1d. WILLIAM G. JURGENSEN 1c. JOHN H. FITZPATRICK 1f. HENRY S. MILLER 1g. LINDA A. MILLS 1h. SUZANNE NORA JOHNSON 1i. RONALD A. RITTENMEYER 1j. DOUGLAS M. STEENLAND 1k. THERESA M. STONE 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. 2. To vote, on a non-binding advisory basis, to approve executive compensation. 3. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018. VOTE BY INTERNET - 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 8, 2018. 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. 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 8, 2018. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the prepaid 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 9, 2018. Sign up for E-Delivery and we will plant a tree on your behalf.

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E38756-P03931 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. AMERICAN INTERNATIONAL GROUP, INC. Annual Meeting of Shareholders Wednesday, May 9, 2018 American International Group, Inc. 175 Water Street New York, NY 10038 Proxy Proxy solicited by Board of Directors for Annual Meeting - May 9, 2018. Brian Duperreault, Siddhartha Sankaran 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 at 11:00 a.m. (Eastern Daylight Time) on May 9, 2018 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 and 3 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 175 Water Street, New York, New York 10038. Continued and to be signed on the reverse side.

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See the reverse side of this notice to obtain proxy materials and voting instructions. E38757-P03931 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2018. Meeting Information Meeting Type: Annual Meeting For holders as of: March 19, 2018 Date: May 9, 2018 Time: 11:00 a.m. Location: 175 Water Street New York, NY 10038 AMERICAN INTERNATIONAL GROUP, INC. AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK, NY 10038

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E38758-P03931 Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 25, 2018 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Proxy Materials Available to VIEW or RECEIVE: section XXXX XXXX XXXX XXXX section XXXX XXXX XXXX XXXX Before You Vote How to Access the Proxy Materials NOTICE AND PROXY STATEMENT ANNUAL REPORT How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you attend the Annual Meeting, please bring with you photo identification and evidence of ownership of AIG Common Stock as of the close of business on March 19, 2018. The proxy statement contains specific instructions on how to vote these shares at the meeting. Vote By Internet: To vote by internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Your proxy by internet must be received by 11:59 p.m. Eastern Daylight Time on May 8, 2018. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Your proxy by mail must be received by 10:00 a.m. Eastern Daylight Time on May 9, 2018. Vote By Telephone: To vote by telephone, go to www.proxyvote.com. Use the telephone number provided on the website to vote up until 11:59 p.m. Eastern Daylight Time on May 8, 2018. section XXXX XXXX XXXX XXXX

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Voting Items The Board of Directors Recommends a Vote FOR each of the Nominees for Election, and FOR Proposals 2 and 3. 1. Election of Directors Nominees: 1a. W. DON CORNWELL 1b. BRIAN DUPERREAULT 1e. CHRISTOPHER S. LYNCH 1d. WILLIAM G. JURGENSEN 1c. JOHN H. FITZPATRICK 2. To vote, on a non-binding advisory basis, to approve executive compensation. 3. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018. 1f. HENRY S. MILLER 1g. LINDA A. MILLS 1h. SUZANNE NORA JOHNSON 1i. RONALD A. RITTENMEYER 1j. DOUGLAS M. STEENLAND 1k. THERESA M. STONE E38759-P03931 Sign up for E-Delivery and we will plant a tree on your behalf.

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~~E38760-P03931~~

~~TIME AND DATE~~		~~11:00 a.m. on Wednesday, May 9, 2018.~~
	~~PLACE~~		~~175 Water Street, New York, New York 10038.~~
	~~MAILING DATE~~		~~This Proxy Statement, 2017 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 27, 2018.~~	Proposal 1 Election of Directors
	~~ITEMS OF BUSINESS~~		• To elect the eleven nominees specified under “Proposal 1—Election of Directors” as directors of AIG to hold office until the next annual election and until their successors are duly elected and qualified;
		• ~~To vote, on a non-binding advisory basis, to approve executive compensation;~~
		• ~~To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2018; and~~
		• ~~To transact any other business that may properly come before the meeting.~~
~~RECORD DATE~~		~~You can vote if you were a shareholder of record at the close of business on March 19, 2018.~~
~~INSPECTION OF LIST OF SHAREHOLDERS OF RECORD~~		A list of the shareholders of record as of March 19, 2018 will be available for inspection during ordinary business hours during the ten days prior to the meeting at AIG’s offices, 175 Water Street, New York, New York 10038.
~~ADDITIONAL INFORMATION~~		~~Additional information regarding the matters to be acted on at the meeting is included in this proxy statement.~~
~~PROXY VOTING~~		~~YOU CAN VOTE YOUR SHARES OVER THE INTERNET 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.~~


			Regulatory/GovernmentExperience working in highly regulated industries and/or as a regulator or other government official

			Financial Reporting/AccountingExperience with financial reporting, accounting or auditing processes and standards

			International ExperienceExperience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S.

			Technology Knowledge of or experience with technology and related issues and risks

			DigitalKnowledge of or experience with digital transformations and digital workflows, as well as related issues and risks

			ESG/Sustainability Experience with environmental, sustainability and governance (ESG)-related issues

~~Proposals~~	~~Board Vote~~ ~~Recommendation~~	~~For More Information, see:~~
1. ~~Election of 11 Directors~~	~~FOR EACH DIRECTOR NOMINEE~~	~~Proposal 1—Election of Directors, page~~ 6
2. ~~Advisory vote on executive compensation~~	~~FOR~~	~~Proposal 2—Non-Binding Advisory Vote to Approve Executive Compensation, page~~ 74
3. ~~Ratification of~~ ~~PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018~~	~~FOR~~	~~Proposal 3—Ratification of Selection of PricewaterhouseCoopers LLP, page~~ 77

	✓ ~~AIG has a highly engaged Board with balanced tenure and substantial and diverse expertise necessary to evaluate and oversee strategy and performance.~~
James Cole, Jr.		✓ ~~Independent Chairman is required in AIG’s By-laws.~~
		✓ ~~Independent Chairman role is clearly defined and the Chairman generally does not serve longer than a five-year term.~~


		✓ CAREER HIGHLIGHTS ~~Directors are elected annually by a majority~~nThe Jasco Group, LLC (investment management firm) —Chairman & Chief Executive Officer, since 2017 nU.S. Department of ~~votes cast (in uncontested elections).~~Education —Delegated Deputy Secretary of Education & General Counsel, 2016 to 2017	—General Counsel, 2014 to 2017 —Senior Advisor to the Secretary, 2014 nU.S. Department of Transportation —Deputy General Counsel, 2011 to 2014 nWachtell, Lipton, Rosen & Katz —Partner, 1996 to 2011 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone
			✓ ¢Independent ~~All directors are independent (except CEO).~~Age: 54 Director since: 2021
	✓ COMMITTEES ~~Former AIG CEOs cannot serve on the Board.~~
	✓ ~~The Board, through the~~ nNominating and Corporate Governance ~~Committee, conducts annual evaluations~~ nRisk and Capital

Key Experience and Qualifications: In light of Mr. Cole’s considerable public policy and government experience, as well as his professional experience as a corporate lawyer advising on strategic transactions and corporate governance matters, the Board ~~and individual directors, and all Board Committees conduct annual self-evaluations.~~
	✓ ~~No director attending less than 75% of meetings for two consecutive years will~~has concluded that Mr. Cole should be ~~re-nominated.~~re-elected.
	✓ ~~Directors generally may not stand for election after reaching age 75.~~
	✓ ~~All directors may contribute to the agenda for Board meetings.~~
	✓ ~~The Board Committee structure is organized around key strategic issues and designed to facilitate dialogue and efficiency.~~
	✓ ~~Board Committee Chairs generally do not serve longer than a five-year term.~~
	✓ ~~The Board provides strong risk management oversight including through the Risk and Capital Committee, Audit Committee and other Board Committees.~~
	✓ ~~AIG has an extensive shareholder engagement program with director participation.~~
	✓ ~~AIG’s By-laws include a proxy access right for shareholders.~~


Peter Zaffino Chairman & Chief Executive Officer			Dear Fellow Shareholders:

			As we approach AIG’s 2023 Annual Meeting of Shareholders, I would like to share highlights from 2022, a year where we made significant progress across our strategic priorities and delivered significant value to our shareholders and other stakeholders. Our most significant accomplishment last year was completing the Initial Public Offering (IPO) of Corebridge Financial, Inc. (Corebridge) in September. We completed the IPO, the largest in the United States in 2022, notwithstanding significant volatility and complexity in the equity capital markets. We also made significant progress on the operational separation of Corebridge from AIG, including creating Investment groups for each company with investment strategies aligned to their businesses. Over the last couple of years, we entered into strategic partnerships with Blackstone and BlackRock, and are benefiting from their scale and investment expertise. Through the end of 2022, we transferred approximately $50 billion and $150 billion of assets, respectively, to these partners. Separately, our multi-year effort to remediate the General Insurance portfolio led to significant improvement in the financial results of this business over the last few years and, particularly in 2022, which resulted in the strongest underwriting profitability AIG has ever achieved. Underwriting income was $2 billion, representing the second consecutive year with $1 billion or more of earnings improvement. Our General Insurance global portfolio has been completely overhauled and is well positioned for continued profitable and sustainable growth. With respect to the balance sheets of AIG and Corebridge, throughout 2022, we executed on multiple capital market transactions to establish a strong balance sheet for Corebridge as a standalone company while strengthening AIG’s balance sheet. These actions, coupled with our impressive financial performance in 2022, allowed us to return over $6 billion to shareholders through $5.1 billion of share repurchases and $1 billion of dividends while reducing AIG’s debt outstanding by over $9 billion. Additionally, in March 2022, we introduced a new Purpose statement for AIG: “To Discover New Potential by Reimagining What AIG Can Do For You,” which demonstrates our optimism about the future and how we plan to continue leading the industry, enabling progress, and delivering value in an ever-changing and increasingly complex landscape. This Purpose statement is underpinned by five core values: Take ownership, Set the standard, Win together, Be an ally, and Do what’s right. Committing to our values at every level of the organization and embedding them in our day-to-day interactions is critical to strengthening AIG's culture of continuous improvement and aligning behaviors around shared goals, particularly as we look to the future state of AIG post de-consolidation of Corebridge.


			With respect to the AIG Board of Directors, since our last Annual Meeting of Shareholders, we continued our thoughtful approach to director refreshment. John Rice, who joined the Board in March 2022, assumed the role of Lead Independent Director in January 2023. John is an experienced former senior executive, a seasoned public company director, and a thoughtful and respected member of AIG’s Board. We also added three new directors and built a strong pipeline of candidates for the future. We were pleased to welcome Paola Bergamaschi in December 2022 and more recently, Diana Murphy and Vanessa Wittman, in March 2023. All three bring unique skills, experience, and personal attributes that will enhance the effectiveness of our Board. More information about each of our director nominees can be found in this Proxy Statement. As previously announced, Doug Steenland, who served as a director since 2009, Non-Executive Chairman from 2015 until 2021, and Lead Independent Director through 2022, decided not to stand for re-election this year. In January 2023, we announced that Tom Motamed decided to retire from the Board for health reasons. And, earlier this month, we announced that Jerry Jurgensen, a director since 2013, decided to retire and not stand for re-election at the 2023 Annual Meeting. We and our stakeholders benefited from having Doug, Tom and Jerry on the Board of Directors, and, on behalf of all AIG directors, I want to thank them for their many contributions. The Board encourages you to read this Proxy Statement and the accompanying Annual Report, and we welcome you to join AIG’s virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2023 on Wednesday, May 10, 2023, at 11:00 a.m. Eastern Time. Thank you for your continued investment in and support of AIG. I am very optimistic about our future as we continue AIG's journey to become a top performing company delivering excellence in all that we do. Sincerely, Peter Zaffino Chairman & Chief Executive Officer



Notice of Annual Meeting of Shareholders			2023 Annual Meeting of Shareholders to be Held Virtually: This year’s meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2023 Date and Time: May 10, 2023 11:00 a.m. Eastern Time


A Letter from our Chairman & Chief Executive Officer			1
Notice of Annual Meeting of Shareholders			3

Proposal 1—Election of Directors			5
Board Composition and Refreshmen t Process			5
Director Nominees			8
Corporate Governance			15
Our Continuing Commitment to Effective and Robust Corporate Governance Practices			15
Board Leadership Structure			16
Areas of Board Oversight			18
Board Committees			22
Compensation of Directors			25
Shareholder Engagement			27
Ownership of Certain Beneficial Owners			27
Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation			29
Compensation Discussion and Analysis (see detailed table of contents on this page)			30
2022 Executive Compensation			63


2022 Summary Compensation Table			63
2022 Grants of Plan-Based Awards			65
Holdings of and Vesting of Previously Awarded Equity			67
Post-Employment Compensation			69
Potential Payments on Termination			71
Pay Ratio			76
Pay Versus Performance			76
Equity Compensation Plan Information			81
Report of the Audit Committee			82
Proposal 3—Ratify Appointment of PwC to Serve as Independent Auditor for 2023			83
Proposal 4—Shareholder Proposal Requesting an Independent Board Chair Policy			85
Shareholder Proposal			85
AIG Statement in Opposition			87
Our Executive Officers			89
Frequently Asked Questions About the Annual Meeting			91
Other Important Information			96
Appendix A - Non-GAAP Financial Measures			A-1

	~~EXECUTIVE SUMMARY~~					1
	~~PROPOSAL 1—ELECTION OF DIRECTORS~~					6
	~~CORPORATE GOVERNANCE~~					13
	~~Governance~~					13
	~~Report of the Nominating and Corporate~~ ~~Governance Committee~~					17
	~~Committees~~					18
	~~Compensation of Directors~~					22
	~~Compensation and Management Resources Committee Interlocks and Insider Participation~~					24
	~~OWNERSHIP OF CERTAIN SECURITIES~~					25
	~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~					27
	~~RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS~~					27
	~~OUR EXECUTIVE OFFICERS~~					29
	~~EXECUTIVE COMPENSATION~~					31
	~~Report of the Compensation and Management Resources Committee~~					31
	~~Compensation Discussion and Analysis~~					33
	~~2017 Compensation~~					50
	~~Holdings of and Vesting of Previously Awarded Equity~~					56
	~~Post-Employment Compensation~~					61
	~~Potential Payments on Termination~~					67
	~~Pay Ratio~~					73

~~PROPOSAL 2—NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~		74
	~~REPORT OF AUDIT COMMITTEE AND RATIFICATION OF SELECTION OF ACCOUNTANTS~~		75
	~~Report~~What am I voting on? The Board of Directors (Board) is seeking your support for the election of the ~~Audit Committee~~ten individuals nominated to serve on the Board until the 2024 Annual Meeting or until a successor is duly qualified and elected.		75	Our director nominees hold and have held senior positions as leaders of various large and complex global businesses. Our nominees have been chief executive officers and chief financial officers, insurance regulators, senior executives with financial services, insurance, media, private equity and industrial firms, and senior government officials. Through these roles, our nominees have developed expertise in such areas as insurance, financial services, international business operations, risk management, corporate governance, M&A, technology and human capital management. With this blend of skills and experience, our nominees bring fresh perspectives and a seasoned and practical approach to Board deliberations and oversight. Each director nominee is independent, except for our Chairman & Chief Executive Officer (CEO), Mr. Zaffino. Detailed biographical information for each director nominee follows. We have included the important experiences, qualifications and skills, including other public company directorships, that our nominees bring to the Board. Each director nominee is currently a director on the Board and has consented to being named as a nominee in the proxy materials and to serve if elected. Voting Recommendation The Board of Directors unanimously recommends a voteFOR each of the nominees for election to the Board at the 2023 Annual Meeting.

~~PROPOSAL 3—RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP~~		77
	~~Fees Paid to PricewaterhouseCoopers LLP~~ InsuranceExperience working in the insurance industry, particularly property and casualty		78
	~~EQUITY COMPENSATION PLAN~~ ~~INFORMATION~~		79
	~~VOTING INSTRUCTIONS AND~~ ~~INFORMATION~~Financial Services Experience in the non-insurance financial services industry, including banking and financial markets		80
	~~OTHER MATTERS~~		84
	~~Other Matters to be Presented~~Business TransformationExperience leading or overseeing successful long-term business transformations and corporate restructurings at ~~the 2018 Annual Meeting of Shareholders~~ scale or significant acquisitions and integrations		84
	~~Shareholder Proposals for the 2019 Annual Meeting~~		84
	~~Communications~~Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role

	Risk ManagementExperience with the ~~Board~~identification, assessment and oversight of ~~Directors~~ enterprise risk management programs and best practices, including those relating to operational risks and cyber risks		84
~~Electronic Delivery of Proxy Materials~~		84
~~Important Notice Regarding Delivery of Shareholder Documents~~		85
~~Incorporation by Reference~~		85
~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION~~		86
~~NON-GAAP FINANCIAL MEASURES~~		~~A-1~~


All of AIG's non-management directors are independent under the New York Stock Exchange (NYSE) listing standards and AIG's independence standards, which are set forth in the Corporate Governance Guidelines. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that he or she has no material relationships with AIG, either directly or as a partner, shareholder or officer of another organization that has a relationship with AIG.			All director nominees are independent except for the Chairman & Chief Executive Officer


			CAREER HIGHLIGHTS nState Street Corporation (financial services company) —Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014 —Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013 —Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010 —Various positions, 2003 to 2008 nCredit Suisse First Boston —Director, Equity Sales, 1998 to 2003 nSanpaolo IMI S.p.A —Director Head of Equities, 1995 to 1998 nGoldman Sachs —Executive Director, Equity Research, 1989 to 1995 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone
¢Independent Age: 61 Director since: 2022 COMMITTEES Ms. Bergamaschi will receive her committee appointments after the 2023 Annual Meeting

Key Experience and Qualifications: In light of Ms. Bergamaschi’s experience as a financial services executive with deep international expertise in capital markets, global banking, financial reporting and risk and international regulatory oversight, the Board has concluded that Ms. Bergamaschi should be elected.



Table of Contents


~~Director since:~~ ~~2011~~ ~~Age:~~ 70 ~~Committees:~~ • ~~Compensation and~~ ~~Management Resources~~ ~~(Chair)~~ • ~~Nominating and Corporate Governance~~ ~~Other Directorships:~~ • ~~Current: Avon Products, Inc.; Pfizer Inc.~~

		~~Key Actions Taken by our Board and Accomplishments across AIG in 2017~~
		• ~~Brian Duperreault appointed AIG President, CEO and a director in May 2017~~			• ~~New enterprise-wide organizational structure announced in September 2017 to increase responsiveness and accountability~~
		• ~~Following Mr. Duperreault’s appointment, five additional new members of our Executive Leadership Team appointed in 2017~~			• ~~As part of new organizational structure, creation of General Insurance and Life and Retirement segments, and introduction of Blackboard, our technology-driven subsidiary~~
		• ~~Actions to diversify our business and pursue profitable growth reflected in our agreement in January 2018 to acquire Validus~~			• ~~AIG’s regulatory designation as a nonbank systemically important financial institution was rescinded~~
		• ~~Significant reduction in general operating expenses, adjusted basis* (over $2.3 billion since end of 2015)~~			• ~~Return of approximately $20.6 billion of capital to shareholders since end of 2015 through dividends and share and warrant repurchases~~
		• ~~AIG pre-tax income of $1.5 billion and adjusted pre-tax income* of over $3.0 billion in 2017 despite record catastrophe losses~~			• ~~Solid performance in our Life and Retirement segment with assets under management at historical highs~~
		• ~~Increased investments in enhancing underwriting tools and strengthened reserves in General Insurance~~			• ~~Actions to form DSA Reinsurance Company, Ltd. (DSA Re), which will serve as AIG’s main run-off reinsurer, allowing AIG to consolidate its legacy books and leverage operational efficiencies~~

2017 Earned Performance-Based Compensation (% of Target)
Named Executive Officer	2017 Short-Term Incentive Cash, earned based on company and individual performance		2015-2017 Long-Term Incentive Equity, earned based on relative total shareholder return (75%) and final credit default swap spread (25%)
Brian Duperreault		100%	Not a Participant (Joined AIG in 2017)
Siddhartha Sankaran		92%	25%
Douglas A. Dachille		110%	25%
Kevin T. Hogan		110%	25%
Peter Zaffino		95%	Not a Participant (Joined AIG in 2017)

~~Director since:~~ ~~2017~~ ~~Age:~~ 70 ~~Other Directorships:~~ • ~~Current: Johnson~~ ~~Controls International plc~~ ~~(formerly Tyco~~ ~~International, plc)~~			~~BRIAN DUPERREAULT~~				~~President and Chief Executive Officer of AIG~~
			CAREER HIGHLIGHTS ~~Mr. Duperreault has been AIG’s President~~nCadore Group, LLC (management and Chief Executive Officer since May 2017, when he also joined the Board of Directors. Previously, Mr. Duperreault was the Chief Executive Officer of Hamilton Insurance Group, Ltd. (Hamilton), a Bermuda-based holding company of property and casualty insurance and reinsurance operations in Bermuda, the U.S. and the UK, from December 2013 to May 2017, and served as Chairman of Hamilton from February 2016 to May 2017. He served as President and Chief Executive Officer of Marsh & McLennan Companies, Inc. from February 2008 until his retirement in December 2012. Before joining Marsh, he served as non-executive Chairman of ACE Limited from 2006 through the end of 2007 and as Chief Executive Officer from October 1994 to May 2004. Prior to joining ACE, Mr. Duperreault served in various senior executive positions with AIG and its affiliates from 1973 to 1994.IT consulting) ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Mr. Duperreault’s deep experience in the insurance industry, his history with AIG and his management of large, complex, international institutions, AIG’s Board has concluded that Mr. Duperreault should be re-elected to the Board.

~~Director since:~~ ~~2011~~ ~~Age:~~ 61 ~~Committees:~~ • ~~Risk and Capital (Chair)~~ • ~~Audit~~ ~~Other Directorships:~~ • ~~None~~			~~JOHN H. FITZPATRICK~~				~~Former Secretary General of The Geneva~~ ~~Association; Former Chief Financial Officer, Head~~ ~~of the Life and Health Reinsurance Business~~ ~~Group and Head of Financial Services of Swiss Re~~
			~~CAREER HIGHLIGHTS~~ Mr. Fitzpatrick has been Chairman of Oak Street Management Co., LLC, an insurance/management consulting company, and Oak Family Advisors, LLC, a registered investment advisor, since 2010. He was Chairman of White Oak Global Advisors LLC, an asset management firm lending to small and medium sized companies, from September—President, 2015 to ~~September 2017. In 2014, Mr. Fitzpatrick completed a two-year term as Secretary General of The Geneva Association. From 2006 to 2010, he was a partner at Pension~~present nNorthrop Grumman Corporation and a director of Pension Insurance Corporation Ltd. From 1998 to 2006, Mr. Fitzpatrick was a member of Swiss Re’s Executive Board Committee and served at Swiss Re as Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services. From 1996 to 1998, Mr. Fitzpatrick was a partner in insurance private equity firms sponsored by Zurich Financial Services, Credit Suisse and Swiss Re. From 1990 to 1996, Mr. Fitzpatrick served as the Chief Financial Officer and a Director of Kemper Corporation, a New York Stock Exchange (NYSE)-listed insurance and financial services organization where he started his career in corporate finance in 1978. Mr. Fitzpatrick is a Certified Public Accountant and a Chartered Financial Analyst. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Mr. Fitzpatrick’s broad experience in the insurance and reinsurance industry, as well as his professional experience in insurance policy and regulation, AIG’s Board has concluded that Mr. Fitzpatrick should be re-elected to the Board.

~~Director since:~~ ~~2013~~ ~~Age:~~ 66 ~~Committees:~~ • ~~Audit (Chair)~~ • ~~Risk and Capital~~ ~~Other Directorships:~~ • ~~Current: Lamb Weston~~ ~~Holdings, Inc.~~ • ~~Former (past 5 years):~~ ~~Conagra Foods, Inc.; The~~ ~~Scotts Miracle-Gro~~ ~~Company~~			~~WILLIAM G. JURGENSEN~~				~~Former Chief Executive Officer of Nationwide~~ ~~Insurance~~
			~~CAREER HIGHLIGHTS~~ Mr. Jurgensen is the former Chief Executive Officer of Nationwide Mutual Insurance Company and Nationwide Financial Services, Inc., serving from May 2000 to February 2009. During this time, he also served as director and Chief Executive Officer of several other companies within the Nationwide enterprise. Prior to his time in the insurance industry, he spent 27 years in the commercial banking industry. Before joining Nationwide, Mr. Jurgensen was an Executive Vice President with BankOne Corporation (now a part of JPMorgan Chase & Co.) where he was responsible for corporate banking products, including capital markets, international banking and cash management. He managed the merger integration between First Chicago Corporation and NBD Bancorp, Inc. and later was Chief Executive Officer for First Card, First Chicago’s credit card subsidiary. At First Chicago, he was responsible for retail banking and began his career there as Chief Financial Officer in 1990. Mr. Jurgensen started his banking career at Norwest Corporation (now a part of Wells Fargo & Company) in 1973. The majority of Mr. Jurgensen’s career has involved capital markets, securities trading and investment activities, with the balance in corporate banking. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ ~~In light of Mr. Jurgensen’s experience in insurance, financial services and risk management, AIG’s Board has concluded that Mr. Jurgensen should be re-elected to the Board.~~

~~Director since:~~ ~~2009~~ ~~Age:~~ 60 ~~Committees:~~ • ~~Nominating and~~ ~~Corporate Governance~~ ~~(Chair)~~ • ~~Risk and Capital~~ • ~~Technology~~ ~~Other Directorships:~~ • ~~Current: Federal Home~~ ~~Loan Mortgage~~ ~~Corporation~~			~~CHRISTOPHER S. LYNCH~~				~~Former National Partner in Charge of Financial~~ ~~Services of KPMG LLP~~
			~~CAREER HIGHLIGHTS~~ Mr. Lynch has been an independent consultant since 2007, providing a variety of services to public and privately held companies, including enterprise strategy, corporate restructuring, risk management, governance, financial accounting and regulatory reporting, and troubled-asset management. Prior to that, Mr. Lynch was the former National Partner in Charge of KPMG LLP’s Financial Services Line of Business. He held a variety of positions with KPMG over his 29 year career, including chairing KPMG’s Americas Financial Services Leadership team and being a member of the Global Financial Services Leadership and the U.S. Industries Leadership teams. Mr. Lynch was an audit signing partner under Sarbanes-Oxley and served as lead or client service partner for some of KPMG’s largest financial services clients. He also served as a Partner in KPMG’s National Department of Professional Practice and as a Practice Fellow at the Financial Accounting Standards Board. Mr. Lynch is a member of the Advisory Board of the Stanford Institute for Economic Policy Research and a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Mr. Lynch’s experience in finance, accounting and risk management and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Lynch should be re-elected to the Board.

~~Director since:~~ ~~2010~~ ~~Age:~~ 72 ~~Committees:~~ • ~~Regulatory, Compliance~~ ~~and Public Policy~~ • ~~Risk and Capital~~ ~~Other Directorships:~~ • ~~Current: The Interpublic~~ ~~Group of Companies, Inc.~~ • ~~Former (past 5 years):~~ ~~Ally Financial Inc.~~			~~HENRY S. MILLER~~				~~Chairman of Marblegate Asset Management, LLC;~~ ~~Former Chairman and Managing Director of Miller~~ ~~Buckfire & Co., LLC~~
			~~CAREER HIGHLIGHTS~~ Mr. Miller co-founded and has been Chairman of Marblegate Asset Management, LLC since 2009. Mr. Miller was co-founder, Chairman and a Managing Director of Miller Buckfire & Co., LLC, an investment bank, from 2002 to 2011 and Chief Executive Officer from 2002 to 2009. Prior to founding Miller Buckfire & Co., LLC, Mr. Miller was Vice Chairman and a Managing Director at Dresdner Kleinwort Wasserstein and its predecessor company Wasserstein Perella & Co., where he served as the global head of the firm’s financial restructuring group. Prior to that, Mr. Miller was a Managing Director and Head of both the Restructuring Group and Transportation Industry Group of Salomon Brothers Inc. From 1989 to 1992, Mr. Miller was a managing director and, from 1990 to 1992, co-head of investment banking at Prudential Securities. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Mr. Miller’s experience in strategic business transformations as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Miller should be re-elected to the Board.

~~Director since:~~ ~~2015~~ ~~Age:~~ 68 ~~Committees:~~ • ~~Audit~~ • ~~Compensation and~~ ~~Management Resources~~ • ~~Technology~~ ~~Other Directorships:~~ • ~~Current: Navient~~ ~~Corporation~~	~~LINDA A. MILLS~~	~~Former~~ —Corporate Vice President, of Operations, of ~~Northrop Grumman Corporation~~
	~~CAREER HIGHLIGHTS~~2013 to 2015 ~~Ms. Mills is the former~~ —Corporate Vice President of Operations for Northrop Grumman Corporation, with responsibility for operations, including risk management, engineering and information technology. During her 12 years with Northrop Grumman, from 2002 to 2014, Ms. Mills held a number of operational positions, including Corporate Vice President and& President of Information Systems and Information Technology ~~sectors;~~ sectors, 2008 to 2012 —President of the Civilian Agencies ~~Group; and~~ Group, 2006 to 2007 —Vice President of Operations and Process, ~~in the firm’s~~ Information Technology ~~Sector. Prior~~Sector, 2003 to ~~joining Northrop Grumman, Ms. Mills was~~2006 nTRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes ~~at TRW, Inc. She began her career as an engineer at Bell Laboratories, Inc.~~ ~~KEY EXPERIENCE AND QUALIFICATIONS~~OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNavient Corporation (non-executive chair), since 2014
¢Independent Age: 73 Director since: 2015 COMMITTEES nCompensation and Management Resources (Chair) nAudit

Key Experience and Qualifications: In light of Ms. Mills’ ~~in-depth~~ experience with large and complex ~~often~~ international operations, risk management, information technology and ~~cyber security,~~cybersecurity, and her ~~success in managing~~prior management of a significant line of business, ~~at Northrop Grumman, AIG’s~~the Board has concluded that Ms. Mills should be ~~re-elected to the Board.~~re-elected.

~~Director since:~~ ~~2008~~ ~~Age:~~ 60 ~~Committees:~~ • ~~Compensation and~~ ~~Management Resources~~ • ~~Nominating and~~ ~~Corporate Governance~~ • ~~Technology~~ ~~Other Directorships:~~ • ~~Current: Intuit Inc.; Pfizer~~ ~~Inc.; Visa Inc.~~	~~SUZANNE NORA JOHNSON~~	~~Former Vice Chairman of The Goldman Sachs~~ ~~Group, Inc.~~
	CAREER HIGHLIGHTS nRocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present nUnited States Golf Association —President, 2016 to 2018 nGeorgia Research Alliance Venture Fund —Managing Director, 2012 to 2016 nChartwell Capital Management Co., Inc. —Managing Director, 1997 to 2007 nTribune Media Company, 1979 to 1995 —Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995 —Various positions, 1979 to 1992 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nSynovus Financial Corp., since 2017 nLandstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS nCTS Corporation, 2010 to 2020
¢Independent Age: 66 Director since: 2023 COMMITTEES Ms. ~~Nora Johnson is~~Murphy will receive her committee appointments after the former Vice Chairman of The Goldman Sachs Group, Inc., serving from 2004 to 2007. During her 21 years at Goldman Sachs, she also served as the Chairman of the Global Markets Institute, Head of the Global Investment Research Division2023 Annual Meeting

Key Experience and ~~Head of the Global Investment Banking Healthcare Business.~~ ~~KEY EXPERIENCE AND QUALIFICATIONS~~ Qualifications: In light of Ms. ~~Nora Johnson’s experience in managing large, complex, international institutions,~~Murphy’s significant business acumen, including her experience in leading complex companies through strategic and organizational change, her experience as a seasoned public company director, as well as her background in media, communications and marketing, the Board has concluded that Ms. Murphy should be elected.


			CAREER HIGHLIGHTS n XL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 nErnst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 nConsolidated International Group —President & Chief Executive Officer, 1998 to 1999 nZurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 nErnst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone
¢Independent Age: 66 Director since: 2019 COMMITTEES nAudit (Chair) nRisk and Capital

Key Experience and Qualifications: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected.


			CAREER HIGHLIGHTS nGeneral Electric Company (multinational conglomerate) —Non-Executive Chairman, GE Gas Power, 2018 to 2020 —Vice Chairman, GE, 2005 to 2018 —President & Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 —Various other senior positions, including: •President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 •President & Chief Executive Officer, GE Industrial, 2005 •Senior Vice President, GE Energy, 2004 •Senior Vice President, GE Power Systems, 2000 to 2003 • Vice President GE Transportation Systems, 1997 to 1999 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017
¢Lead Independent Director Age: 66 Director since: 2022 COMMITTEES nNominating and Corporate Governance (Chair) nAudit (Financial Expert)

Key Experience and Qualifications: In light of Mr. Rice’s leadership experience, including leading complex, global organizations, the Board has concluded that Mr. Rice should be re-elected.


			CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. (a subsidiary of Verizon Communications) —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. (a subsidiary of Google, Inc.) —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018
¢Independent Age: 55 Director since: ~~2010~~ ~~Age:~~ 70 2023 ~~Committees:~~COMMITTEES • Ms. Wittman will receive her committee appointments after the 2023 Annual Meeting

Key Experience and Qualifications: In light of Ms. Wittman’s experience as a seasoned public company director and senior financial executive in global organizations across a range of industries, including insurance, consumer products and technology, the Board has concluded that Ms. Wittman should be elected.

~~Director since:~~ ~~2009~~ ~~Age:~~ 66 ~~Committees:~~ • ~~As Independent~~ ~~Chairman, Mr. Steenland~~ ~~is an~~ ~~ex-officio~~, ~~non-voting member of all~~ ~~Board committees~~ ~~Other Directorships:~~ • ~~Current: Hilton Worldwide~~ ~~Holdings Inc.;~~ ~~Performance Food Group~~ ~~Company; Travelport~~ ~~Worldwide Limited~~ • ~~Former (past 5 years):~~ ~~Chrysler Group LLC;~~ ~~International Lease~~ ~~Finance Corporation;~~ ~~Digital River, Inc.~~			~~DOUGLAS M. STEENLAND~~				~~Former President and Chief Executive Officer of~~ ~~Northwest Airlines Corporation~~
			~~CAREER HIGHLIGHTS~~ Mr. Steenland is the former Chief Executive Officer of Northwest Airlines Corporation, serving from 2004 to 2008, and President, serving from 2001 to 2004. Prior to that, he served in a number of Northwest Airlines executive positions after joining Northwest Airlines in 1991, including Executive Vice President, Chief Corporate Officer and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to joining Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Mr. Steenland’s experience in managing large, complex, international institutions and his experience in strategic business transformations, AIG’s Board has concluded that Mr. Steenland should be re-elected to the Board.

~~Director since:~~ ~~2013~~ ~~Age:~~ 73 ~~Committees:~~ • ~~Regulatory, Compliance~~ ~~and Public Policy (Chair)~~ • ~~Audit~~ ~~Other Directorships:~~ • ~~None~~	~~THERESA M. STONE~~	~~Former Executive Vice President and Treasurer of~~ ~~the Massachusetts Institute of Technology;~~ ~~Former Executive Vice President and Chief~~ ~~Financial Officer of Jefferson-Pilot Corporation;~~ ~~Former President of Chubb Life Insurance~~ ~~Company~~

~~CAREER HIGHLIGHTS~~ Ms. Stone is the former Executive Vice President and Treasurer of the Massachusetts Institute of Technology (MIT), serving from February 2007 until October 2011. In her role as Executive Vice President and Treasurer, Ms. Stone served as MIT’s Chief Financial Officer and was also responsible for MIT’s operations, including capital projects, campus planning, facilities operations, information technology, environmental health and safety, human resources, medical services and police. Ms. Stone also served as the Special Assistant to the President of MIT from October 2011 to January 2012. From November 2001 to March 2006, Ms. Stone served as Executive Vice President and Chief Financial Officer of Jefferson-Pilot Corporation (now Lincoln Financial Group) and, from 1997 to 2006, she also served as President of Jefferson-Pilot Communications. Ms. Stone also served as the President of Chubb Life Insurance Company from 1994 to 1997. From 1990 to 1994, Ms. Stone served as Senior Vice President—Acquisitions of The Chubb Corporation, in which role she advised the Chairman and Chief Executive Officer on domestic and international property casualty and life insurance strategy, acquisitions and divestitures. Ms. Stone also served as a director of the Federal Reserve Bank of Richmond from 2003 to 2007 and as Deputy Chairman from 2005 to 2007. Ms. Stone began her career as an investment banker, advising clients primarily in the insurance and financial services industries on financial and strategic matters. ~~KEY EXPERIENCE AND QUALIFICATIONS~~ In light of Ms. Stone’s broad experience in both business and academia and her expertise in insurance, finance and management, AIG’s Board has concluded that Ms. Stone should be re-elected to the Board. Corporate Governance

	✓ ~~AIG has a highly engaged Board with balanced tenure and substantial and diverse expertise necessary to evaluate and oversee strategy and performance.~~
	✓ We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access information about corporate governance at AIG. Highlights of our governance framework follow. The Board is Accountable and Committed to Shareholder Rights nAll directors are elected annually nMajority voting for directors in uncontested elections nShareholders have proxy access nShareholders can act by written consent nShareholders holding 25 percent of voting stock can call special meetings nRobust share ownership requirements for directors and senior management nNo hedging, short sales or pledging of AIG securities nRobust Clawback Policy nAnnual advisory vote on executive compensation nActive and ongoing shareholder engagement nAnnual Board, committee and director evaluations nDirectors are subject to limitations on board service at other public companies nShareholders have equal voting rights per share nCertificate of Incorporation and By-Laws do not impose supermajority voting requirements nDirectors' equity awards vest when they retire from the Board nNo director attending less than 75 percent of regular Board and applicable committee meetings for two consecutive years will be re-nominated nDirectors generally may not stand for election after reaching age 75 AIG 2023 PROXY STATEMENT15 Corporate GovernanceBoard Leadership Structure The Board is Independent, Diverse and Qualified nAll director nominees are independent, except for our Chairman & CEO, Mr. Zaffino nAll standing committees are comprised entirely of independent directors nIndependent directors meet regularly without management in conjunction with regularly scheduled Board and committee meetings nRobust Lead Independent ~~Chairman is required in AIG’s By-laws.~~
	✓ ~~Independent Chairman role is clearly defined and the Chairman generally does not serve longer than a five-year term.~~
	✓ ~~Directors are elected annually by a majority of votes cast (in uncontested elections).~~
	✓ ~~All directors are independent (except CEO).~~
	✓ ~~Former AIG CEOs cannot serve on the Board.~~
	✓ ~~The Board, through the Nominating and Corporate Governance Committee, conducts annual evaluations of the Board and individual directors, and all Board Committees conduct annual self-evaluations.~~
	✓ ~~No director attending less than 75% 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.~~
	✓ ~~The Board Committee structure is organized around key strategic issues and designed to facilitate dialogue and efficiency.~~
	✓ ~~Board Committee Chairs generally do not serve longer than a five-year term.~~
	✓ ~~The Board provides strong risk management oversight including through the Risk and Capital Committee, Audit Committee and other Board Committees.~~
	✓ ~~AIG has extensive shareholder engagement program with director participation.~~
	✓ ~~AIG’s By-laws include a proxy access right for shareholders.~~

	• ~~Overseeing Board meeting agenda preparation in consultation with the Chief Executive Officer;~~
	• ~~Chairing Board meetings and executive sessions of the independent directors;~~
	• ~~Leading the Chief Executive Officer review process and discussions regarding management succession;~~
	• ~~Interacting regularly with the Chief Executive Officer, including discussing strategic initiatives and their implementation;~~
	• ~~Overseeing distribution of information and reports to the Board;~~
	• ~~Overseeing the Board and Board Committees’ annual self-evaluation process;~~
	• ~~Serving as non-voting member of each Board Committee; and~~
	• ~~Participating in engagement with shareholders.~~


Committee Risk Oversight Responsibilities


Audit Committee	nEvaluates and oversees the guidelines and policies governing AIG’s risk assessment and management processes relating to financial reporting as well as the risk control framework nAIG’s Chief Risk Officer periodically reports to the Audit Committee	The Board oversees the management of risk, including those related to market conditions, reserves, catastrophes, investments, liquidity, capital, climate and cybersecurity, through the complementary functioning of the committees The Board, directly or through its committees, oversees the Company’s risk management policies and practices, including the Company’s risk appetite statement, and regularly discusses risk-related issues


Risk and Capital Committee	nAssists the Board in overseeing and reviewing information regarding AIG’s Enterprise Risk Management (ERM) practices, including the significant policies, procedures, and practices employed to manage liquidity, credit, market, operational and insurance risks nAIG’s Chief Risk Officer periodically reports to the Risk and Capital Committee, including with regard to emerging risks and climate-related risks


Compensation and Management Resources Committee	nOversees the assessment of the risks related to AIG’s compensation policies and programs nAIG’s Chief Risk Officer periodically reports to the Compensation and Management Resources Committee on the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives


Nominating and Corporate Governance Committee	nOversees and reports to the Board on risks related to director independence and related party transactions, public policy and lobbying activities, and sustainability-related issues


AIG assesses the potential impact from climate-related issues on our business, strategy and financial planning over short-, medium- and long-term time horizons. AIG considers abiding by and upholding sustainability principles as a part of our strategic priority to become a top performing company and promote value creation; to help protect businesses, families and individuals against the impacts of unexpected losses; to advance the discipline of reducing uncertainty in the world; and to further establish our leadership in insurance, investments and business. AIG considers both direct physical impacts and indirect effects that may emerge through transition risks, particularly those driven by new legal and regulatory requirements. We also consider evolving investor, client and broker expectations. AIG’s four sustainability priorities (community resilience, financial security, sustainable operations and sustainable investing) align with our core strategic priorities and focus on future proofing communities.			AIG’s Sustainability Priorities nCommunity resilience nFinancial security nSustainable operations nSustainable investing

Base Annual Retainer
Cash Retainer	$	150,000
Deferred Stock Units (DSUs) Award	$	130,000
Annual Independent Chairman Cash Retainer	$	260,000
Annual Committee Chair Retainers
Audit Committee	$	40,000
Risk and Capital Committee	$	40,000
Compensation and Management Resources Committee	$	30,000
Other Committees	$	20,000

CAREER HIGHLIGHTS
nUniversity of Iowa (higher education)
—Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance, since 2021
nDrake University (higher education)
—Executive in Residence, 2019 to 2021
—Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science, 2017 to 2019
—Dean of the College of Business and Public Administration, 2014 to 2017
nNational Association of Insurance Commissioners (NAIC)
—Chief Executive Officer, 2009 to 2012
nJoint Forum (group of banking, insurance, and securities supervisors)
—Chair, 2012
nState of Iowa
—Insurance Commissioner, 1994 to 2004
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
nVerisk Analytics, Inc., since 2013
nWest Bancorporation, Inc., since 2019
FORMER PUBLIC COMPANY DIRECTORSHIPS
nValidus Holdings, Ltd., 2013 to 2018

¢Independent
Age: 66
Director since: 2019
COMMITTEES
nCompensation and Management Resources
nRisk and Capital

Key Experiences and Qualifications: In light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience ~~across~~in insurance regulation, the ~~financial services industry, AIG’s~~ Board has concluded that Ms. ~~Nora Johnson~~Vaughan should be ~~re-elected to the Board.~~re-elected.