American International Group, Inc. |
A Letter from our Chairman & Chief Executive Officer | |||||
Peter Zaffino Chairman & Chief Executive Officer | Dear Fellow Shareholders: | ||||
As we approach AIG’s 2023 Annual Meeting of Shareholders, I would like to share highlights from 2022, a year where we made significant progress across our strategic priorities and delivered significant value to our shareholders and other stakeholders. Our most significant accomplishment last year was completing the Initial Public Offering (IPO) of Corebridge Financial, Inc. (Corebridge) in September. We completed the IPO, the largest in the United States in 2022, notwithstanding significant volatility and complexity in the equity capital markets. We also made significant progress on the operational separation of Corebridge from AIG, including creating Investment groups for each company with investment strategies aligned to their businesses. Over the last couple of years, we entered into strategic partnerships with Blackstone and BlackRock, and are benefiting from their scale and investment expertise. Through the end of 2022, we transferred approximately $50 billion and $150 billion of assets, respectively, to these partners. Separately, our multi-year effort to remediate the General Insurance portfolio led to significant improvement in the financial results of this business over the last few years and, particularly in 2022, which resulted in the strongest underwriting profitability AIG has ever achieved. Underwriting income was $2 billion, representing the second consecutive year with $1 billion or more of earnings improvement. Our General Insurance global portfolio has been completely overhauled and is well positioned for continued profitable and sustainable growth. With respect to the balance sheets of AIG and Corebridge, throughout 2022, we executed on multiple capital market transactions to establish a strong balance sheet for Corebridge as a standalone company while strengthening AIG’s balance sheet. These actions, coupled with our impressive financial performance in 2022, allowed us to return over $6 billion to shareholders through $5.1 billion of share repurchases and $1 billion of dividends while reducing AIG’s debt outstanding by over $9 billion. Additionally, in March 2022, we introduced a new Purpose statement for AIG: “To Discover New Potential by Reimagining What AIG Can Do For You,” which demonstrates our optimism about the future and how we plan to continue leading the industry, enabling progress, and delivering value in an ever-changing and increasingly complex landscape. This Purpose statement is underpinned by five core values: Take ownership, Set the standard, Win together, Be an ally, and Do what’s right. Committing to our values at every level of the organization and embedding them in our day-to-day interactions is critical to strengthening AIG's culture of continuous improvement and aligning behaviors around shared goals, particularly as we look to the future state of AIG post de-consolidation of Corebridge. |
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 | ||||
Table of Contents | ||
A Letter from our Chairman& Chief Executive Officer | |||||
Proposal 1 Election of Directors | |||||||
The Board of Directors (Board) is seeking your support for the election of the | 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. | |||||||||
Risk ManagementExperience with the | ||||||||||||
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 | |||||
Skills, Experience and Expertise | Diversity | |||||||||||||||||||||||||||||||||||||||||||||||||
Director nominee and title | Director Since | African American/ Black | ||||||||||||||||||||||||||||||||||||||||||||||||
Gender (M/F) | LGBTQ+ | |||||||||||||||||||||||||||||||||||||||||||||||||
Paola Bergamaschi Former Global Banking and Capital Markets Executive at State Street Corporation, Credit Suisse and Goldman Sachs | 2022 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | ||||||||||||||||||||||||||||||||||||||||||
James Cole, Jr. Chairman & Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education | 2021 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | ¢ | ||||||||||||||||||||||||||||||||||||||||
W. Don Cornwell Former Chairman of the Board & Chief Executive Officer, Granite Broadcasting Corporation | 2011 | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||||
Linda A. Mills Former Corporate Vice President of Operations, Northrop Grumman Corporation | 2015 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||
Diana M. Murphy Managing Director, Rocksolid Holdings LLC | 2023 | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||||
Peter R. Porrino Former Executive Vice President & Chief Financial Officer, XL Group Ltd | 2019 | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||||
John G. Rice LEAD INDEPENDENT DIRECTOR Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization | 2022 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||||||
Therese M. Vaughan Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance at the University of Iowa; Former Chief Executive Officer of the National Association of Insurance Commissioners | 2019 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | ||||||||||||||||||||||||||||||||||||||||||
Vanessa A. Wittman Former Chief Financial Officer, Glossier, Inc. | 2023 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | F | |||||||||||||||||||||||||||||||||||||||||
Peter Zaffino Chairman & Chief Executive Officer, AIG | 2020 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | M | |||||||||||||||||||||||||||||||||||||
Total Skills, Experience and Expertise and Diversity | 8 | 5 | 7 | 9 | 6 | 4 | 7 | 4 | 5 | 4 | 5 | 2 | 5M/5F | 1 |
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 |
Name | | | Age | | | Director Since | | | Occupation/Background | | | Indepen- dent | | | Other Public Boards | | | Current Committee Memberships(1) | |
W. Don Cornwell | | | 70 | | | 2011 | | | Former Chairman and CEO of Granite Broadcasting Corporation | | | ✓ | | | Avon Products, Inc.; Pfizer Inc. | | | CMRC (Chair) NCGC | |
Brian Duperreault | | | 70 | | | 2017 | | | President and CEO of AIG | | | | | | Johnson Controls International plc | | | | |
John H. Fitzpatrick | | | 61 | | | 2011 | | | Former Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss Re | | | ✓ | | | | | | RCC (Chair) Audit | |
William G. Jurgensen | | | 66 | | | 2013 | | | Former CEO of Nationwide Insurance | | | ✓ | | | Lamb Weston Holdings, Inc. | | | Audit (Chair) RCC | |
Christopher S. Lynch | | | 60 | | | 2009 | | | Former National Partner in Charge of Financial Services of KPMG LLP | | | ✓ | | | Federal Home Loan Mortgage Corporation | | | NCGC (Chair) RCC Tech | |
Henry S. Miller | | | 72 | | | 2010 | | | Chairman of Marblegate Asset Management, LLC; Former Chairman and Managing Director of Miller Buckfire & Co., LLC | | | ✓ | | | The Interpublic Group of Companies, Inc. | | | RCC Regulatory | |
Linda A. Mills | | | 68 | | | 2015 | | | Former Corporate Vice President of Operations of Northrop Grumman Corporation | | | ✓ | | | Navient Corporation | | | Audit CMRC Tech | |
Suzanne Nora Johnson | | | 60 | | | 2008 | | | Former Vice Chairman of The Goldman Sachs Group, Inc. | | | ✓ | | | Intuit Inc.; Pfizer Inc.; Visa Inc. | | | CMRC NCGC Tech | |
Ronald A. Rittenmeyer | | | 70 | | | 2010 | | | Executive Chairman and CEO of Tenet Healthcare Corporation; Former Chairman and CEO of Millennium Health, LLC; Former Chairman, CEO and President of Electronic Data Systems Corporation | | | ✓ | | | Avaya Holdings Corp.; IQVIA Holdings Inc.; Tenet Healthcare Corporation | | | Tech (Chair) Audit CMRC | |
Douglas M. Steenland | | | 66 | | | 2009 | | | Former President and CEO of Northwest Airlines Corporation | | | ✓ | | | Hilton Worldwide Holdings Inc.; Performance Food Group Company; Travelport Worldwide Limited | | | (2) | |
Theresa M. Stone | | | 73 | | | 2013 | | | 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 | | | ✓ | | | | | | Regulatory (Chair) Audit | |
Paola Bergamaschi | |||||
CAREER HIGHLIGHTS nState Street Corporation (financial services company) —Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014 —Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013 —Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010 —Various positions, 2003 to 2008 nCredit Suisse First Boston —Director, Equity Sales, 1998 to 2003 nSanpaolo IMI S.p.A —Director Head of Equities, 1995 to 1998 nGoldman Sachs —Executive Director, Equity Research, 1989 to 1995 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone | |||||
¢Independent Age: 61 Director since: 2022 COMMITTEES Ms. Bergamaschi will receive her committee appointments after the 2023 Annual Meeting | |||||
Key Experience and Qualifications: In light of Ms. Bergamaschi’s experience as a financial services executive with deep international expertise in capital markets, global banking, financial reporting and risk and international regulatory oversight, the Board has concluded that Ms. Bergamaschi should be elected. |
CAREER HIGHLIGHTS —Chairman & Chief Executive Officer, since 2017 nU.S. Department of | —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 Director since: 2021 | ||||||
COMMITTEES | ||||||
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 | ||||||
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) | |
W. Don Cornwell | |||||
CAREER HIGHLIGHTS nGranite Broadcasting Corporation (television broadcasting) —Founder, Chairman of the Board | ||||||||||||
—Vice Chairman, nGoldman Sachs —Chief Operating Officer, —Vice President, nNatura &Co Holding S.A., since 2020 nViatris Inc. (Pfizer spinoff that merged with Mylan), since 2020 FORMER PUBLIC COMPANY DIRECTORSHIPS nPfizer Inc., 1997 to 2020 nAvon Products, Inc., 2002 to 2020 | ||||||||||||
¢Independent Age: 75 Director since: 2011 COMMITTEES nAudit (Financial Expert) nNominating and Corporate Governance | ||||||||||||
Key Experience and Qualifications: In light of Mr. Cornwell’s experience in |
Linda A. Mills | |||||
CAREER HIGHLIGHTS |
nNorthrop Grumman Corporation |
—President of the Civilian Agencies —Vice President of Operations and Process, nTRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes 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’ |
Diana M. Murphy | |||||
CAREER HIGHLIGHTS nRocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present nUnited States Golf Association —President, 2016 to 2018 nGeorgia Research Alliance Venture Fund —Managing Director, 2012 to 2016 nChartwell Capital Management Co., Inc. —Managing Director, 1997 to 2007 nTribune Media Company, 1979 to 1995 —Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995 —Various positions, 1979 to 1992 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nSynovus Financial Corp., since 2017 nLandstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS nCTS Corporation, 2010 to 2020 | ||||||||
¢Independent Age: 66 Director since: 2023 COMMITTEES Ms. | ||||||||
Key Experience and Qualifications: In light of Ms. |
Peter R. Porrino | |||||
CAREER HIGHLIGHTS n XL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 nErnst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 nConsolidated International Group —President & Chief Executive Officer, 1998 to 1999 nZurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 nErnst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone | |||||
¢Independent Age: 66 Director since: 2019 COMMITTEES nAudit (Chair) nRisk and Capital | |||||
Key Experience and Qualifications: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected. |
John G. Rice | |||||
CAREER HIGHLIGHTS nGeneral Electric Company (multinational conglomerate) —Non-Executive Chairman, GE Gas Power, 2018 to 2020 —Vice Chairman, GE, 2005 to 2018 —President & Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 —Various other senior positions, including: •President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 •President & Chief Executive Officer, GE Industrial, 2005 •Senior Vice President, GE Energy, 2004 •Senior Vice President, GE Power Systems, 2000 to 2003 • Vice President GE Transportation Systems, 1997 to 1999 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017 | |||||
¢Lead Independent Director Age: 66 Director since: 2022 COMMITTEES nNominating and Corporate Governance (Chair) nAudit (Financial Expert) | |||||
Key Experience and Qualifications: In light of Mr. Rice’s leadership experience, including leading complex, global organizations, the Board has concluded that Mr. Rice should be re-elected. |
Therese M. Vaughan | |||||
CAREER HIGHLIGHTS nUniversity of Iowa (higher education) —Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance, since 2021 nDrake University (higher education) —Executive in Residence, 2019 to 2021 —Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science, 2017 to 2019 —Dean of the College of Business and Public Administration, 2014 to 2017 nNational Association of Insurance Commissioners (NAIC) —Chief Executive Officer, 2009 to 2012 nJoint Forum (group of banking, insurance, and securities supervisors) —Chair, 2012 nState of Iowa —Insurance Commissioner, 1994 to 2004 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nVerisk Analytics, Inc., since 2013 nWest Bancorporation, Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nValidus Holdings, Ltd., 2013 to 2018 | ||||||
¢Independent Age: 66 Director since: 2019 COMMITTEES nCompensation and Management Resources nRisk and Capital | ||||||
Key Experiences and Qualifications: In light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience |
Vanessa A. Wittman | |||||
CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. (a subsidiary of Verizon Communications) —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. (a subsidiary of Google, Inc.) —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018 | |||||
¢Independent Age: 55 Director since: 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. |
Peter Zaffino | |||||
CAREER HIGHLIGHTS nAmerican International Group, Inc. —Chairman, —Chief Executive Officer, —Executive Vice President & Global Chief Operating Officer, 2017 to 2021 —Chief Executive Officer, General Insurance, 2017 to 2019 nMarsh & McLennan Companies, Inc. (professional services) —Various senior positions, including: •Chairman for the Risk and Insurance Services segment, 2015 to 2017 •Chief Executive Officer of •President | ||||||||||||
•Various executive roles at Guy Carpenter, 2001 to 2008 nCORE Holdings, a GE Capital portfolio company —Various roles, 1995 to 2001 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nCorebridge Financial, Inc., since | ||||||||||||
¢Chairman Age: 56 Director since: 2020 | ||||||||||||
Key Experiences and Qualifications: In light of Mr. |
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 | ||
91% Average attendance by directors at the 10 Board meetings during 2022 | 10 Board meetings | 27 Committee meetings | 90% Average attendance by directors at Board and committee meetings | |||||||||||||||||
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 |
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 | ||||
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. |
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. |
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 | ||||
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 |
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 |
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 |
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 | ||||
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. |
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. |
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 | ||||
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 |
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 |
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 |
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 | | |
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 | ||||
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. |
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. |
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 | ||||
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 |
| 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 | | |
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 |
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 |
BlackRock, Inc. 55 East New York, NY 10055 | 63,474,041(1) | ||||||||||||||||||
Capital Research Global Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | 41,329,361(2) | ||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 76,173,119(3) |
| | | 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% | | |
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 | * |
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. | ||
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 | ||||||||||||||
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 | | |
2022 CEO Annual Target Direct Compensation(1) | 2022 Average Annual Target Direct Compensation of Other Named Executives(1) | |||||||
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 |
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 | ||||||||
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 |
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 | ||||||
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 | ||||||||||
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. |
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 | ||||
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) | ||||||
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 |
nFixed cash compensation nReviewed annually or upon a change in | |||||||||||
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 | | |
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 | $1,000,000 | — | % |
At a Glance: | nPayouts based on a combination of quantitative business and individual performance nUnless specifically approved by the CMRC, earned awards equal the applicable Business Performance Score (0 percent to 150 percent), multiplied by the Individual Performance Score (0 percent to 150 percent), and payout is subject to an overall cap of 200 percent of target nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational) nSubject to clawback n2022 payouts ranged from 107 percent to 176 percent of target, reflecting strong financial results in General Insurance, successful completion of the Corebridge IPO and continued progress in other areas of strategic importance | ||||
Changes for 2022: | nUpdated performance metrics and weightings to align with 2022 business priorities and separation of Life and Retirement business | ||||
Target Short-Term Incentive Award ($) | 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. | |||||||||||||||||||||||||||||||||||
Regardless of performance, all awards are subject to an overall cap of 200% of target | ||
Performance | Below Threshold | Threshold | Target | Stretch | Maximum or Above | ||||||||||||
Payout (% of target) | 0% | 50% | 100% | 125% | 150% |
Performance Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | 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% | |||||||||||||||||||||||||
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 | % | ||||||||||||||||||||||||
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) | ($135M) | 85 | % | 30 | % | 26 | % | |||||||||||||||
Investment Performance vs. Benchmark | (100 bps) | Equal | +100bps | +200bps | +97bps | 124 | % | 30 | % | 37 | % | |||||||||||||||
Life and Retirement Quantitative Performance Score: | 94 | % | ||||||||||||||||||||||||
Named Executive | 2022 Short-Term Incentive Award ($) | 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 |
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 |
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% | ||
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 | ||||||||||||||||
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% | ||
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 | ||||||||||||||||
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 | ||||
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% | ||
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 | ||||||||||||||||
Pillar and Goal Overview | Achievements | ||||
Financial nAchieve Life and Retirement’s 2022 budgeted financial performance goals nMaintain balance sheet and capital management discipline | nDelivered solid financial results from the Life and Retirement business: —Surpassed base net investment income results compared to prior year and budget —Achieved financial performance in line with target driven by strong Fixed and Index Annuity sales, rising rates and higher yields through new investment partnerships nMaintained Fleet risk-based capital ratio above target through strong capital management nReturned approximately $300 million of dividends to shareholders of Corebridge after the IPO |
Strategic nExecute successful separation of Corebridge from AIG to a publicly traded company nEnhance brand and thought leadership in the market nStrengthen and grow key relationships | nContributed to the successful completion of the Corebridge IPO nFacilitated operational separation of Life and Retirement through partnership with the Separation Management Office nMaintained relationships with key distribution partners, intermediaries and customers via strategic engagement programs, contributing to higher year-on-year sales | ||||
Operational nEnhance customer experience nExecute against the technology and expense roadmap to improve efficiencies | nCentralized approach to Data and Customer Experience to promote better cross-organizational outcomes for customers and colleagues nAligned organizational workstreams to create synergies between customer experience and delivery nSuccessfully implemented digitization and automation opportunities to improve operational efficiencies and enhance customer experiences nProgressed Corebridge Forward, an expense savings program | ||||
Organizational nExpand DEI efforts to foster an inclusive culture nRetain and attract talent through period of transition | nEstablished local partnerships to engage diverse professionals and students, positioning Corebridge as an employer of choice among diverse talent nEngaged employees through various internal events and established cross-functional practice groups to foster collaboration and expand development |
Kevin T. Hogan Individual Performance Score: 113% | ||
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 | ||||||||||||||||
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 |
David McElroy Individual Performance Score: 107% | ||
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 | ||||||||||||||||
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 |
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 | | |
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 |
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 |
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 |
Relative Tangible Book Value Per Common Share (TBVPS)* 80% | + | AIG 200 Cumulative Run-rate Net GOE Savings* 20% | ||||||
Relative TSR (Modifier) (+/- 10%) | ||||||||
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 |
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% | 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% | 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% |
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% | |
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 |
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 | ||||
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 |
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 |
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 |
2022 Executive Compensation | ||
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 | |||||||||||||||||||||
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 | | |
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 |
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 |
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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 |
| | | 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 | | |
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 |
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 | — | — |
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 | | |
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) | — | — | — | — | — | — | — |
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 |
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 |
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 ($) | ||||||||||||||
2022 | 9,077,342 | 0 | (4,640,489) | 0 | 7,856,510 | 12,293,363 | ||||||||||||||
2021 | 10,476,911 | (175) | (4,735,671) | 0 | 15,000,495 | 20,741,560 | ||||||||||||||
2020 | 12,890,475 | (273) | (8,248,843) | 0 | 6,248,844 | 10,890,203 |
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Peter Zaffino ($) | 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 ($) | ||||||||||||||
2021 | 17,143,842 | 25,390,330 | — | 0 | 0 | 42,534,172 | ||||||||||||||
2020 | 15,007,466 | (6,882,257) | — | (424,909) | 0 | 7,700,300 |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | ||||||||||||||
2022 | 5,173,501 | 2,675,346 | — | 7,663 | 0 | 7,856,510 | ||||||||||||||
2021 | 7,160,255 | 7,733,168 | — | 107,072 | 0 | 15,000,495 | ||||||||||||||
2020 | 9,165,423 | (2,850,295) | — | 290,506 | (356,790) | 6,248,844 |
Fiscal Year | ||||||||||||||
Peter Zaffino Compensation Actually Paid | Brian Duperreault Compensation Actually Paid | |||||||||||||
Average NEO Compensation Actually Paid | AIG, Inc. TSR |
Fiscal Year | ||||||||||||||
Peter Zaffino Compensation Actually Paid | Brian Duperreault Compensation Actually Paid | |||||||||||||
Average NEO Compensation Actually Paid | AIG, Inc. Net Income |
Fiscal Year | ||||||||||||||
Peter Zaffino Compensation Actually Paid | Brian Duperreault Compensation Actually Paid | |||||||||||||
Average NEO Compensation Actually Paid | Accident Year Combined Ratio, ex-CATs* |
AIG, Inc. TSR | S&P 500 Property & Casualty Insurance Index TSR |
Accident Year Combined Ratio, ex-CATs* | Diluted Normalized Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share* | Relative Tangible Book Value Per Common Share* Growth | AIG 200 Net GOE Exit Run-rate Savings ex Corebridge* | Relative Total Shareholder Return | ||||||||||
Plan Category | Plan | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(1)(2) | Weighted-Average Exercise Price of Outstanding Options and Rights ($)(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 |
Report of the Audit Committee | ||
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. | ||
(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 |
| | | 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 | | |
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. | ||
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 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) | |||||||
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) | |||||||
Frequently Asked Questions About the Annual Meeting | ||
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 |
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 |
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 |
Other Important Information | ||
Appendix A Non-GAAP Financial Measures | ||
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 |
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 |
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 | % |