DEF 14A of American International Group, Inc., Apr 2, 2024

DEF 14A of American International Group, Inc.

Filed Apr 2, 2024 · FY20230000005272-24-000034

Open on EDGAR

  1. Online During the Meeting

    | 2023 Executive Compensation | 71 | | 2023 Summary Compensation Table | 71 | | 2023 Grants of Plan-Based Awards | 74 | | Holdings of and Vesting of Previously Awarded Equity | 75 | | Post-Employment Compensation | 78 | | Potential Payments on Termination | 80 | | Pay Ratio | 85 | | Pay Versus Performance | 85 | | Equity Compensation Plan Information | 89 | | Compensation Glossary | 90 | | Report of the Audit Committee | 91 | | Proposal 3—Ratify Appointment of PwC to Serve as Independent Auditor for 2024 | 92 | | Proposal 4—Shareholder Proposal Requesting an Independent Board Chair Policy | 94 | | Shareholder Proposal | 94 | | AIG Statement in Opposition | 95 | | Proposal 5—Shareholder Proposal Requesting a Director Resignation By-Law | 97 | | Shareholder Proposal | 97 | | AIG Statement in Opposition | 98 | | Frequently Asked Questions About the Annual Meeting | 99 | | Other Important Information | 104 | | Appendix A - Non-GAAP Financial Measures | A-1 |

  2. Proposal 1 – Election of Directors Board Composition and Refreshment Process

    Proposal 1 – Election of Directors Board Composition and Refreshment Process

  3. Criteria for Board Membership

    Criteria for Board Membership The Board and the NCGC conduct a rigorous review, taking into consideration the criteria set forth in our Corporate Governance Guidelines. The Board considers the following attributes essential for all directors: nHigh personal and professional ethics, values and integrity nThe ability to work as part of an effective, collegial group nA commitment to representing the long-term interests of the Company and our shareholders nThe skills, expertise, background and experience with businesses and other organizations that the Board deems relevant nThe interplay of the candidate’s experience with the experience of other Board members nDiversity, including diversity of personal background and professional experience, skills and qualifications as well as race, gender, ethnicity, religion, nationality, disability, sexual orientation and cultural background nThe contribution of the candidate’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively nThe ability and willingness to devote the time necessary to fulfill a director's duties

  4. Key Skills, Experience and Expertise

    Key Skills, Experience and Expertise The NCGC regularly reviews with the Board the essential skills, experience and expertise that are most important in selecting candidates to serve as directors, considering our complex businesses, regulatory environment and the mix of capabilities and experience already represented on the Board. To this end, the Board and the NCGC have identified the following key skills and areas of expertise as essential for effective oversight in light of our businesses and strategy:

  5. Key Skills, Experience and Expertise

    | | Insurance Experience working in the insurance industry, particularly property and casualty | | | Financial Services Experience in the non-insurance financial services industry, including banking and financial markets | | | Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations | | | Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role | | | Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks |

  6. Key Skills, Experience and Expertise

    | | Regulatory/Government Experience working in highly regulated industries and/or as a regulator or other government official | | | Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards | | | International Experience Experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S. | | | Technology/Cyber Experience with oversight, development and adoption of technology and management of related issues and risks, including information security, cybersecurity and data management | | | Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks | | | ESG/Sustainability Experience with environmental, sustainability and governance (ESG)-related issues |

  7. Diversity

    Diversity We strive to maintain a diverse Board. While the Board has not adopted a specific policy on diversity, we believe that diversity — including with regard to race, gender, ethnicity, religion, nationality, disability, sexual orientation, veteran status and cultural background — is an important consideration in the director search and nomination process. Additionally, when considering Board composition and director refreshment, the Board and NCGC consider diversity in a broad sense, including work experience, skills and perspectives. The total mix of all these considerations contributes to more meaningful Board deliberations and oversight and is critical to our long-term success. Our director nominees include six men and four women, one nominee who is African American/Black, one nominee who is LGBTQ+ and one nominee who is a military veteran. Half of our four standing committees are chaired by a diverse director based on race or gender.

  8. Proposal 1 – Election of Directors Board Composition and Refreshment Process

    Proposal 1 – Election of Directors Board Composition and Refreshment Process We have undertaken significant Board refreshment in recent years. We believe our nominees’ diverse and complementary skills, experiences and attributes promote a well-functioning, highly-qualified Board to provide appropriate guidance and independent oversight. In the nominees’ biographies beginning on page 16 — as well as the summary graphic below — we highlight each nominee's key skills, experience and areas of expertise.

  9. Proposal 1 – Election of Directors Board Composition and Refreshment Process

    | | | 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 | ¢ | | James (Jimmy) Dunne III Vice Chairman and Senior Managing Principal, Piper Sandler | 2023 | | ¢ | | | | | ¢ | | | | | | M | | | John (Chris) Inglis Strategic Advisor at Paladin Capital Group; Former National Cyber Director | 2024 | ¢ | ¢ | | | ¢ | | | ¢ | ¢ | ¢ | ¢ | | M | | | Linda A. Mills Former Corporate Vice President of Operations, Northrop Grumman Corporation | 2015 | ¢ | | ¢ | ¢ | | | | ¢ | ¢ | ¢ | ¢ | | F | | | Diana M. Murphy Managing Director, Rocksolid Holdings LLC | 2023 | | ¢ | ¢ | ¢ | | | ¢ | | | | ¢ | | F | | | Peter R. Porrino Former Executive Vice President & Chief Financial Officer, XL Group Ltd | 2019 | ¢ | | ¢ | ¢ | ¢ | ¢ | | | | | | | M | | | John G. Rice LEAD INDEPENDENT DIRECTOR Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization | 2022 | ¢ | ¢ | ¢ | ¢ | | | ¢ | ¢ | ¢ | | | | M | | | Vanessa A. Wittman Former Chief Financial Officer, Glossier, Inc. | 2023 | | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | ¢ | | | F | | | Peter Zaffino Chairman & Chief Executive Officer, AIG | 2020 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | M | | | Total Skills, Experience and Expertise and Diversity | | 7 | 7 | 6 | 7 | 6 | 3 | 7 | 6 | 6 | 4 | 4 | 1 | 6M/4F | 1 |

  10. Proposal 1 – Election of Directors Board Composition and Refreshment Process

    Director Nominees The Board, on the recommendation of the NCGC, has nominated for election to the Board the ten individuals presented in the Proxy Statement beginning on page 16. All are incumbent directors and were elected by the shareholders at the 2023 Annual Meeting, other than Mr. Dunne, who joined the Board in December 2023 and Mr. Inglis, who joined the Board in March 2024. An executive officer identified Mr. Dunne and a third-party executive recruitment firm that assisted with recruitment efforts identified Mr. Inglis. Both Mr. Dunne and Mr. Inglis were interviewed by our directors and were subject to the Board's customary due diligence and evaluation procedures. Our Corporate Governance Guidelines and By-Laws do not impose term limits because, in certain circumstances, the Board believes that a director who serves for an extended period could be uniquely positioned to provide insight and perspective regarding the Company's operations and strategic direction. Our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75, unless, at the NCGC’s recommendation, the Board waives this limitation for a period of one year if it is deemed to be in the best interests of the Company and its shareholders. The Board made such an exception for Mr. Cornwell in 2023, whose service on the Board will expire on the day of the 2024 Annual Meeting in accordance with the Corporate Governance Guidelines. As previously disclosed, Therese M. Vaughan retired from the Board in January 2024. We thank Mr. Cornwell and Ms. Vaughan for their service and valuable contributions as directors. In light of the recent retirements and Board refreshment efforts, the average tenure of the director nominees is 2.6 years.

  11. Director Independence

    Director Independence

  12. Director Independence

    | All of our non-management directors are independent under the New York Stock Exchange (NYSE) listing standards and our independence standards, which are set forth in the Corporate Governance Guidelines available on our website (www.aig.com). To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that he or she has no material relationships with the Company, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Company. | | | | All director nominees are independent except for the Chairman & Chief Executive Officer |

  13. Director Independence

    Before joining the Board, and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the director's independence determination or that may affect the heightened independence standards that apply to members of the CMRC and Audit Committee. The NCGC's assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. This assessment considers sales of Company insurance products and services, in the ordinary course of business and on the same terms made available to third parties, to companies or charitable organizations where a director (or immediate family members) may have relationships pertinent to the independence determination. The NCGC also considers fees paid to companies where directors are employed or affiliated that are less than 1% of such companies' total revenues. The NCGC reviews these relationships to assess their materiality and determines if any such relationship would impair the independence and judgment of the relevant director. The Board, on the recommendation of the NCGC, has determined that, each director nominee other than Mr. Zaffino does not have a direct or indirect material relationship with the Company, or any direct or indirect material interest in any transactions involving the Company and, therefore, satisfies the independence criteria in the NYSE's listing standards and our Corporate Governance Guidelines. Mr. Cornwell, who will not stand for re-election at the 2024 Annual Meeting, and Ms. Vaughan, who retired from the Board in January 2024, were each also determined by the Board, on the recommendation of the NCGC, to be independent under the NYSE listing standards and our Corporate Governance Guidelines during 2023. With regard to the former directors who did not stand for re-election at the 2023 Annual Meeting — Douglas Steenland, William Jurgensen and Thomas Motamed — the Board, on the recommendation of the NCGC, determined that they were independent under the NYSE listing standards for the period during which they served on the Board in 2023.

  14. Director Nominee Biographies

    Director Nominee Biographies We strive to maintain a balanced and independent Board that is committed to representing the long-term interests of our shareholders. We seek to have a Board that possesses the diverse skills, experience and attributes necessary to provide guidance on our strategy and to oversee management’s approach to addressing the challenges and risks facing the Company. The following table provides summary information about each of our ten director nominees. The Board recommends that our shareholders elect all ten director nominees listed below at the Annual Meeting. Each nominee is elected annually by a majority of votes cast in uncontested elections.

  15. Director Nominee Biographies

    | Paola Bergamaschi |

  16. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nState Street Corporation (financial services company) —Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014 —Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013 —Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010 —Various positions, 2003 to 2008 nCredit Suisse First Boston —Director, Equity Sales, 1998 to 2003 nSanpaolo IMI S.p.A —Director, Head of Equities, 1995 to 1998 nGoldman Sachs —Executive Director, Equity Research, 1989 to 1995 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nBoard Advisor, Quantexa since 2021 nDirector, Bank of New York Mellon International Limited, since 2017 nDirector, Wells Fargo Securities International Limited, 2017 to 2023 nDirector, ARCA Fondi SGR, since 2015 | | ¢ Independent Age: 62 Director since: 2022 COMMITTEES nAudit (Financial Expert) nRisk | | | Key Experience and Qualifications: In light of Ms. Bergamaschi’s experience as a financial services executive with deep international expertise in capital markets, global banking, financial reporting and risk and international regulatory oversight, the Board has concluded that Ms. Bergamaschi should be re-elected. | |

  17. Director Nominee Biographies

    | James Cole, Jr. |

  18. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nThe Jasco Group, LLC (investment management firm) —Chairman & Chief Executive Officer, since 2017 nU.S. Department of Education —Delegated Deputy Secretary of Education & General Counsel, 2016 to 2017 —General Counsel, 2014 to 2017 —Senior Advisor to the Secretary, 2014 nU.S. Department of Transportation —Deputy General Counsel, 2011 to 2014 nWachtell, Lipton, Rosen & Katz —Partner, 2004 to 2011 —Associate, 1996 to 2004 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nNational Board of Directors, Jumpstart for Young Children, since 2017 nSenior Advisor, National Student Legal Defense Network, since 2021 nDirector, Entrepreneurs of Tomorrow, 2021 to 2023 nTrustee, Prep for Prep, 2005 to 2011 nDirector, NAACP Legal Defense and Educational Fund, 2004 to 2011 | | ¢ Independent Age: 55 Director since: 2021 COMMITTEES nNominating and Corporate Governance (Chair) nRisk | | | Key Experience and Qualifications: In light of Mr. Cole’s considerable public policy and government experience, as well as his professional experience as a corporate lawyer advising multinational corporations on their strategic transactions and corporate governance matters, the Board has concluded that Mr. Cole should be re-elected. | |

  19. Director Nominee Biographies

    | James (Jimmy) Dunne III |

  20. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nPiper Sandler Co. (investment bank) —Vice Chairman and Senior Managing Principal, since 2020 nSandler O'Neill & Partners, L.P. —Founding Partner, 1988 to 2020 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nDirector, PGA Tour Board, since 2023 nDirector, Chime Financial, Inc., since 2022 nTrustee, University of Notre Dame, since 2010 | | ¢ Independent Age: 67 Director since: 2023 | | | Key Experience and Qualifications: In light of Mr. Dunne’s expertise in investment banking, management and financial sector services and three decades of experience in business transformations, the Board has concluded that Mr. Dunne should be elected. | |

  21. Director Nominee Biographies

    | John (Chris) Inglis |

  22. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nPaladin Capital Group (cyber venture capital investment firm) —Senior Strategic Advisor, since 2023 nU.S. National Cyber Director, 2021 to 2023 nCommissioner, U.S. Cyberspace Solarium Commission, 2019 to 2020 nNational Security Agency —Deputy Director and Chief Operating Officer, 2006 to 2014 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nHuntington Bancshares Inc., 2016 to 2021 and since 2023 FORMER PUBLIC COMPANY DIRECTORSHIPS nFedEx Corporation, 2015 to 2021 nKEYW Holding Corp., 2016 to 2019 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nFormer Visiting Professor of Cyber Studies, U.S. Naval Academy nFormer Member, U. S. Department of Defense Science Board, the U.S. Director of National Intelligence’s Strategic Advisory Group, the National Intelligence University’s Board of Visitors | | ¢ Independent Age: 69 Director since: 2024 | | | Key Experience and Qualifications: In light of Mr. Inglis’s broad and considerable experience in technology, cybersecurity and information security, public policy and government, the Board has concluded that Mr. Inglis should be elected. | |

  23. Director Nominee Biographies

    | Linda A. Mills |

  24. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nCadore Group, LLC (management and IT consulting) —President, 2015 to present nNorthrop Grumman Corporation —Corporate Vice President, Operations, 2013 to 2015 —Corporate Vice President & President, Information Systems and Information Technology sectors, 2008 to 2012 —President of the Civilian Agencies Group, 2006 to 2007 —Vice President of Operations and Process, Information Technology Sector, 2003 to 2006 nTRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNavient Corporation (non-executive chair), since 2014 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nBoard Member Emeritus, Smithsonian National Air & Space Museum, since 2012 nMember, Board of Visitors, University of Illinois, College of Engineering, 2009 to 2019 nSenior Advisory Group and Board Member, Northern Virginia Technology Council, 1990 to 2020 | | ¢ Independent Age: 74 Director since: 2015 COMMITTEES nCompensation and Management Resources (Chair) nRisk | | | Key Experience and Qualifications: In light of Ms. Mills’ experience with large and complex international operations, risk and financial management, information technology and cybersecurity, and her prior management of a significant line of business, the Board has concluded that Ms. Mills should be re-elected. | |

  25. Director Nominee Biographies

    | Diana M. Murphy |

  26. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nRocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present nUnited States Golf Association —President, 2016 to 2018 —Vice President, 2014 to 2015 —Treasurer, 2013 to 2014 nGeorgia Research Alliance Venture Fund —Managing Director, 2012 to 2015 nChartwell Capital Management Co., Inc. —Managing Director, 1997 to 2007 nTribune Media Company, 1979 to 1995 —Chief Revenue Officer and Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995 —Various positions, 1979 to 1992 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nAtlanta Braves Holdings, Inc., since 2023 nSynovus Financial Corp., since 2017 nLandstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS nCTS Corporation, 2010 to 2020 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nDirector, First Tee of Southeast Georgia, since 2018 nDirector and Member, Executive Committee of the College of Coastal Georgia Foundation, since 2015 nDirector, Boys and Girls Clubs of Southeast Georgia, since 2007 | | ¢ Independent Age: 67 Director since: 2023 COMMITTEES nCompensation and Management Resources nNominating and Corporate Governance | | | Key Experience and Qualifications: In light of Ms. Murphy’s significant business acumen, including her expertise in management development and risk management and experience in leading complex companies through strategic and organizational change, her experience as a seasoned public company director, as well as her background in media, communications and marketing, the Board has concluded that Ms. Murphy should be re-elected. | |

  27. Director Nominee Biographies

    | Peter R. Porrino |

  28. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nXL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 nErnst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 nConsolidated International Group —President & Chief Executive Officer, 1998 to 1999 nZurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 nErnst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nNone OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nChair, National Multiple Sclerosis Society, since 2022 | | ¢ Independent Age: 67 Director since: 2019 COMMITTEES nAudit (Chair) nRisk (Chair) | | | Key Experience and Qualifications: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected. | |

  29. Director Nominee Biographies

    | John G. Rice |

  30. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nGeneral Electric Company (multinational conglomerate) —Non-Executive Chairman, GE Gas Power, 2018 to 2020 —Vice Chairman, GE, 2005 to 2018 —President & Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 —Various other senior positions, including: •President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 •Vice Chairman, GE Industrial, 2005 to 2007 •President and Chief Executive Officer, GE Energy, 2000 to 2005 •Senior Vice President, GE Power Systems, 2000 to 2003 •Vice President, GE Transportation Systems, 1997 to 1999 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nGlobal Advisory Board Chair, Cambodian Children’s Fund, since 2023 nDirector, Li & Fung Limited, 2018 to 2020 nDirector, CDC Foundation, 2010 to 2015 nTrustee, Emory University, since 2006 nTrustee, Hamilton College, since 2003 | | ¢ Lead Independent Director Age: 67 Director since: 2022 COMMITTEES nNominating and Corporate Governance nCompensation and Management Resources | | | Key Experience and Qualifications: In light of Mr. Rice’s leadership experience, including leading complex, global organizations and his experience in finance, operations, business transformation and technology, the Board has concluded that Mr. Rice should be re-elected. | |

  31. Director Nominee Biographies

    | Vanessa A. Wittman |

  32. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. (a subsidiary of Verizon Communications) —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. (a subsidiary of Google, Inc.) —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nDirector, Impossible Foods, Inc., since 2019 | | ¢ Independent Age: 56 Director since: 2023 COMMITTEES nAudit (Financial Expert) nRisk | | | Key Experience and Qualifications: In light of Ms. Wittman’s experience as a seasoned public company director and senior financial executive in global organizations across a range of industries, including insurance, consumer products and technology, the Board has concluded that Ms. Wittman should be re-elected. | |

  33. Director Nominee Biographies

    | Peter Zaffino |

  34. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nAmerican International Group, Inc. —Chairman, since 2022 —Chief Executive Officer, since 2021; President, since 2020 —Executive Vice President & Global Chief Operating Officer, 2017 to 2021 —Chief Executive Officer, General Insurance, 2017 to 2019 nMarsh & McLennan Companies, Inc. (professional services) —Various senior positions, including: •Chairman for the Risk and Insurance Services segment, 2015 to 2017 •Chief Executive Officer of Marsh, LLC, 2011 to 2017 •President & Chief Executive Officer of Guy Carpenter, 2008 to 2011 •Guy Carpenter, 2001 to 2008 nGE Capital, 1995 to 2001 OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS nCorebridge Financial, Inc. (chair), since 2021 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT nDirector, The Michael J. Fox Foundation for Parkinson’s Research, since 2016 nDirector, New York Police and Fire Widows’ and Children’s Benefit Fund, since 2013 | | ¢ Chairman & Chief Executive Officer Age: 57 Director since: 2020 | | | Key Experiences and Qualifications: In light of Mr. Zaffino’s deep insurance expertise, leadership capabilities, financial and operational skills, and his continued exceptional performance as the CEO of AIG, the Board has concluded that Mr. Zaffino should be re-elected. | |

  35. Director Nominee Biographies

    | Corporate Governance |

  36. Director Nominee Biographies

    Our Continuing Commitment to Effective and Robust Corporate Governance Practices The Board is committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our shareholders. The Board continuously reviews and considers these practices to enhance its effectiveness. Our governance framework enables independent, experienced and accomplished directors to provide advice, insight and oversight that will advance the interests of the Company and our shareholders. We have long strived to maintain sound governance standards, as reflected in our By-Laws, Certificate of Incorporation, Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters, our systematic approach to risk management and in our commitment to transparent financial reporting and strong internal controls. The Board regularly reviews our corporate governance documents and makes modifications from time to time to reflect recent developments and investor feedback to ensure their continued effectiveness. In 2023, the Board completed a comprehensive review of the committee charters and Corporate Governance Guidelines to broaden the responsibilities of the Lead Independent Director and strengthen our corporate governance practices, as described below. We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access information about our corporate governance. Highlights of our governance framework follow.

  37. Corporate Governance Director Compensation

    Corporate Governance Director Compensation Director Compensation

  38. Corporate Governance Director Compensation

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

  39. Corporate Governance Director Compensation

    We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties, as well as the diverse and complementary skills, experience and attributes of our directors.

  40. Corporate Governance Compensation of Directors

    Corporate Governance Compensation of Directors

  41. 2023 Independent Director Compensation

    2023 Independent Director Compensation

  42. 2023 Independent Director Compensation

    | Independent Directors During 2023 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Paola Bergamaschi | $125,000 | $184,977 | $0 | $309,977 | | James Cole, Jr. | $137,858 | $184,977 | $10,000 | $332,835 | | W. Don Cornwell | $125,000 | $184,977 | $10,000 | $319,977 | | James (Jimmy) Dunne III | $10,530 | $84,639 | $0 | $95,169 | | William G. Jurgensen(5) | $59,383 | $0 | $0 | $59,383 | | Linda A. Mills | $155,000 | $184,977 | $10,000 | $349,977 | | Thomas F. Motamed(5) | $7,987 | $0 | $0 | $7,987 | | Diana M. Murphy | $99,306 | $213,334 | $0 | $312,640 | | Peter R. Porrino | $190,714 | $184,977 | $10,000 | $385,691 | | John G. Rice | $392,198 | $184,977 | $10,000 | $587,175 | | Douglas M. Steenland(5) | $44,987 | $0 | $0 | $44,987 | | Therese M. Vaughan(5) | $125,000 | $184,977 | $0 | $309,977 | | Vanessa A. Wittman | $99,306 | $213,334 | $0 | $312,640 |

  43. 2023 Independent Director Compensation

    (1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Mr. Cole, the amount includes a prorated committee chair fee for his service as Chair of the NCGC, effective upon his appointment to such position on May 10, 2023. For Mr. Dunne, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective December 1, 2023. For Mr. Jurgensen, the amount includes prorated annual retainer fees for his service as director and as Chair of the Risk Committee until the date of the 2023 Annual Meeting, and does not include $1,824,272.73, which represents the value of shares of AIG Parent common stock delivered when he ceased to be a member of the Board as of the 2023 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Motamed, the amount includes a prorated Board retainer fee for his service as a director until his retirement from the Board, effective January 23, 2023, and does not include $1,015,186.76, which represents the value of shares of AIG Parent common stock delivered when he retired from the Board in accordance with the terms of the DSUs previously granted. For Mses. Murphy and Wittman, the amounts include a prorated Board retainer fee for their service as a director upon appointment to the Board, effective March 16, 2023. For Mr. Porrino, the amount includes a prorated committee chair fee for his service as Chair of the Risk Committee, effective upon his appointment to such position on May 10, 2023. For Mr. Rice, the amount includes a prorated committee chair fee for his service as Chair of the NCGC until the date of the 2023 Annual Meeting. For Mr. Steenland, the amount includes a prorated Board retainer fee for his service as a director until the date of the 2023 Annual Meeting. (2)This column represents the grant date fair value of DSUs granted in 2023 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG Parent common stock on the date of grant. (3)At December 31, 2023, directors had outstanding stock awards as follows: (i) Paola Bergamaschi — 4,882; (ii) James Cole, Jr. — 11,353; (iii) W. Don Cornwell — 43,951; (iv) James (Jimmy) Dunne III — 1,283; (v) William G. Jurgensen — 34,531; (vi) Linda A. Mills — 35,837; (vii) Thomas F. Motamed — 29,542; (viii) Diana M. Murphy — 4,134; (ix) Peter R. Porrino — 38,146; (x) John G. Rice — 9,411; (xi) Douglas M. Steenland — 41,431; (xii)Therese M. Vaughan — 23,548; and (xiii) Vanessa A. Wittman — 4,134. (4)This amount includes charitable contributions disbursed during 2023 under AIG’s Matching Grants Program, through which we provide a two-for-one match on charitable donations in an amount of up to $10,000 annually per independent director. (5)Messrs. Jurgensen and Steenland did not stand for election at the 2023 Annual Meeting. Mr. Motamed retired from the Board of Directors in January 2023 and Ms. Vaughan retired from the Board of Directors in January 2024.

  44. Decision-Making Process

    Decision-Making Process The CMRC has an established process for executive compensation decision-making and in a typical year, during the first quarter, it: nAssesses short-term incentive plan performance against business goals as well as individual performance of each named executive for the prior year and approves payouts nAssesses long-term incentive plan performance against three-year goals and approves payouts nReviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance and compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete nReviews and recommends to the Board approval of compensation decisions for the Chairman & CEO nReviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the Chairman & CEO's individual metrics and goals) and PSU grants Throughout the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts. In addition, each year, the CMRC reviews or receives an update on various topics, including risk of incentive compensation plans and payments, regulatory compliance with respect to compensation matters, human capital programs, shareholder engagement, pension, savings and employee benefit plans and succession planning for officers other than the Chairman & CEO.

  45. Qualitative Assessment

    Qualitative Assessment A central part of the CMRC’s role involves applying its judgment in making final compensation decisions to ensure outcomes balance appropriately rewarding for performance delivered both on a year-on-year basis and over the long-term, equity across the businesses and forward-looking implications. Beyond the business scorecard objectives that were achieved, the individual performance scorecards provide an opportunity to balance financial and operational achievements with judgments regarding how performance was achieved. This use of judgment ensures appropriate and balanced outcomes once all the facts are known at year-end.

  46. Input from Independent Compensation Consultants

    Input from Independent Compensation Consultants The CMRC continued to engage the services of Pay Governance LLC (Pay Governance) as its independent executive compensation consultant since October 2021. The independent advisor attends CMRC meetings and: nProvides views on: —How compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly —“Best practices” and how they apply to the Company —The design and implementation of current and proposed executive compensation programs and policies nResponds to questions raised by CMRC members during the executive compensation process nParticipates in discussions pertaining to compensation and risk, assessing our process and conclusions nParticipates in discussions on performance goals that are proposed by management for the CMRC’s approval The CMRC reviews advisor independence annually to understand any relationships with the Company, including CMRC members and the Company’s executive officers. The CMRC assessed Pay Governance’s independence relative to the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest. During 2023, the Company engaged Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC’s purview. In its capacity as the CMRC’s independent advisor, Pay Governance reviewed these reports before they were considered by the CMRC. This review, coupled with the CMRC's review of Johnson Associates' services, appropriately addressed any potential conflicts of interest raised by Johnson Associates' work or business relationship with the Company. During 2023, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program. 2023 Compensation Decisions and Outcomes

  47. 2023 Short-Term Incentive Awards

    2023 Short-Term Incentive Awards

  48. 2023 Short-Term Incentive Awards

    | At a Glance: | nPayouts are based on a combination of quantitative business and individual performance nUnless specifically approved by the CMRC, earned awards equal the applicable Business Performance Score (0 percent to 150 percent), multiplied by the Individual Performance Score (0 percent to 150 percent), and payout is subject to an overall cap of 200 percent of target nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational) nAwards are subject to clawback policies (as applicable) n2023 payouts ranged from 144 percent to 200 percent of target, reflecting consistently strong financial results in General Insurance, Corebridge and AIG Corporate | | Changes for 2023: | nUpdated performance metrics and weightings to align with 2023 business priorities nAdded Calendar Year Combined Ratio metric to the General Insurance scorecard with scorecard weightings rebalanced nReplaced Investments performance metric with Corebridge Normalized Reported AATOI Attributable to Corebridge Common Shareholders per Share* metric in the Corebridge scorecard nReplaced AIG 200 metric with Adjusted ROCE* and AIG Parent GOE metrics in the Corporate scorecard, with weightings rebalanced |

  49. 2023 Short-Term Incentive Awards

    STI awards are designed to drive business objectives and strategies and to reward performance delivered during the year. STI awards consist of an annual cash target, subject to results achieved against quantitative business unit and corporate metrics and an individual performance scorecard. This combination of business and individual performance is consistent with our desire for performance differentiated pay outcomes.

  50. 2023 Short-Term Incentive Awards

    | Target Short-Term Incentive Award ($) | | | Business Performance Score (0-150%) | | | Individual Performance Score (0-150%) | = | Actual Short-Term Incentive Award ($) (up to 200%) | | Business Performance Scorecards | | | | | | Individual Performance Scorecards: Four Core Areas | | | | General Insurance | Corebridge | | | Corporate | | 1.Financial 2.Strategic 3.Operational 4.Organizational | | | | nAYCR, as adjusted* nCalendar Year Combined Ratio nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* | nCorebridge Normalized Adjusted RoAE* nCorebridge GOE* nCorebridge Normalized Reporting AATOI Attributable to Corebridge Common Shareholders Per Share* | | | nWeighted average of GI and Corebridge Performance nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* nAdjusted ROCE* nAIG Parent GOE | | | | | | All awards are subject to an overall cap of 200% of target | | | | | | | | |

  51. Business Performance Scorecards

    Business Performance Scorecards The 2023 metrics and goals reflect a continuing commitment to sustaining and rewarding a high-performance culture that supports our business strategies. The CMRC seeks to establish goals and metrics that are quantitative, appropriately rigorous, balanced across the different business units and compatible with effective risk management so as not to incentivize excessive risk taking. Each metric has a threshold, target, stretch and maximum performance goal associated with it and a corresponding level of payout with interpolation for achievements between goals:

  52. Business Performance Scorecards

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

  53. Corporate

    | Performance Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | Actual(3) | % Achieved | Weighting | % Achieved (Weighted) | | Weighted Business Unit Performance(1) | Total weighted performance for General Insurance (80%) and Corebridge (20%); see scorecards below | | | | N/A | 147% | 40% | 59% | | Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*(2) | $4.87 | $5.00 | $5.50 | $6.00 | $6.49 | 150% | 25% | 37.5% | | Adjusted Return on Common Equity* | 6.5% | 7.0% | 7.5% | 8.2% | 8.9% | 150% | 25% | 37.5% | | AIG Parent GOE | $850M | $800M | $750M | $700M | $738M | 131% | 10% | 13% | | Corporate Quantitative Performance Score: | | | | | | | | 147% |

  54. Individual Performance Scorecards

    Individual Performance Scorecards Given the importance of our named executives in making and operationalizing decisions that continue to set us up for future success, the CMRC also assesses an individual performance scorecard for each named executive. Objectives are structured to reward actions under four core areas: Financial, Strategic, Operational and Organizational. Individual performance objectives for each of our named executives include a combination of detailed quantitative and qualitative components and take into consideration each named executive’s business objectives and responsibilities. Our named executives distinguished themselves in 2023 by taking on ambitious objectives and executing on multiple, highly complex strategic initiatives under challenging conditions, including ongoing complexity in the insurance industry, volatile market conditions and general economic uncertainty. For a summary of the goals and related achievements the CMRC considered when determining each named executive’s individual performance score for 2023, see page 54.

  55. Summary of 2023 STI Awards

    Summary of 2023 STI Awards In summary, 2023 performance resulted in the following STI awards for our named executives:

  56. Summary of 2023 STI Awards

    | Current Named Executives | 2023 Target Short-Term Incentive ($) | Business Performance Scorecard Result | Individual Performance Scorecard Result | Actual Percent of STI Target | 2023 Actual Short-Term Incentive Award ($) | | Peter Zaffino(1) | 4,500,000 | 147% | 150% | 200% | 9,000,000 | | Sabra R. Purtill | 1,700,000 | 147% | 114% | 168% | 2,850,000 | | Kevin T. Hogan | 2,250,000 | 139% | 104% | 144% | 3,250,000 | | David McElroy | 2,500,000 | 150% | 113% | 170% | 4,250,000 | | Claude Wade | 2,000,000 | 147% | 114% | 168% | 3,350,000 | | Former Executive Officers(2) | | | | | | | Shane Fitzsimons(3) | 900,000 | 147% | 136% | 200% | 1,800,000 | | Lucy Fato(4) | 1,900,000 | 147% | 100% | 147% | 2,800,000 |

  57. Summary of 2023 STI Awards

    (1)Mr. Zaffino's business performance score together with his individual performance score resulted in a combined score of 221 percent of target. Pursuant to our STI plan, Mr. Zaffino's STI award is capped at 200 percent of target. (2)Mr. Lyons was not eligible for a 2023 STI award. (3)Mr. Fitzsimons' STI award was pro-rated to reflect six months of credited service in 2023. (4)Pursuant to Ms. Fato's Transition Agreement, dated as of September 1, 2023, Ms. Fato is entitled to receive an annual STI award based on her target STI opportunity in effect for 2023, without proration, based on achievement of performance objectives. For a description of Ms. Fato's Transition Agreement and any additional payments she is entitled to receive thereunder, see "2023 Executive Compensation—Potential Payments on Termination—Fato Transition Agreement."

  58. Peter Zaffino

    | Target Short-Term Incentive Award $4,500,000 | | Business Performance Score Corporate 147% | | Individual Performance Score 150% | = | Actual Short-Term Incentive Award (200% of target) $9,000,000 |

  59. Sabra R. Purtill

    | Target Short-Term Incentive Award $1,700,000 | | Business Performance Score Corporate 147% | | Individual Performance Score 114% | = | Actual Short-Term Incentive Award (168% of target) $2,850,000 |

  60. Kevin T. Hogan

    | Pillar and Goal Overview | Achievements | | Financial nAchieve Corebridge's 2023 financial performance goals nMaintain strong balance sheet and capital management discipline | nDelivered strong 2023 financial results for Corebridge —Pre-Tax Income was $940 million; Adjusted Pre-Tax Operating Income* was $3.2 billion, an increase of $339 million year-over-year —Delivered RoAE of 10.7 percent; Improved Adjusted RoAE* by 90 basis points year-over-year —Achieved Operating Earnings* of $4.10 per share, exceeding consensus and target nOversaw proactive balance sheet management supportive of significant growth and capital management objectives nReturned over $2.2 billion to Corebridge shareholders through $589 million in regular dividends, $1.1 billion in special dividends and $498 million of share repurchases nOpportunistically paid off $1.25 billion of Corebridge’s remaining outstanding $1.5 billion Delayed Draw Term Facility balance using proceeds from Corebridge senior note issuances, reducing interest expense nMaintained strong Corebridge parent company liquidity, ending the year with $1.6 billion |

  61. Kevin T. Hogan

    | Target Short-Term Incentive Award $2,250,000 | | Business Performance Score Corebridge 139% | | Individual Performance Score 104% | = | Actual Short-Term Incentive Award (144% of target) $3,250,000 |

  62. David McElroy

    | Target Short-Term Incentive Award $2,500,000 | | Business Performance Score General Insurance 150% | | Individual Performance Score 113% | = | Actual Short-Term Incentive Award (170% of target) $4,250,000 |

  63. Claude Wade

    | Target Short-Term Incentive Award $2,000,000 | | Business Performance Score Corporate 147% | | Individual Performance Score 114% | = | Actual Short-Term Incentive Award (168% of target) $3,350,000 |

  64. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards

  65. 2023 Long-Term Incentive Awards

    | At a Glance: | nChairman & CEO's awards are 100 percent performance-based, consisting of PSUs (75 percent) and stock options (25 percent) nOther named executives' awards are 75 percent performance-based, consisting of PSUs (50 percent) and stock options (25 percent), and 25 percent time-based in the form of RSUs nTarget annual award value is established annually and informed by market data nPSU payouts are capped at 200 percent of target nAwards are subject to AIG clawback policies (as applicable) | | Changes for 2023: | nChairman & CEO's awards are 100 percent performance-based nAIG General Operating Expenses metric was added and metric weightings rebalanced nRelative TSR weighting increased from 10 percent to 20 percent, and AXA S.A. added to the peer group nMr. Hogan's awards were granted in a combination of AIG and Corebridge stock-based awards |

  66. 2023 Long-Term Incentive Awards

    Annual LTI awards typically represent the largest percentage of a named executive’s annual target compensation opportunity and are granted in equity-based compensation (i.e., PSUs, stock options and RSUs) that reward long-term value creation, performance achievements and stock price appreciation. In considering awards to named executives, there are several design principles that the CMRC considers, including:

  67. 2023 Annual Long-Term Incentive Award Allocation(1)(2)

    2023 Annual Long-Term Incentive Award Allocation(1)(2) (1)Reflects LTI award allocations to current named executives. (2)In 2023, Mr. Hogan's awards consisted of 50 percent PSUs granted by AIG, and 25 percent each of stock options and RSUs granted by Corebridge. We believe that this mix of PSUs, stock options and RSUs supports a high-performance culture and helps retain and attract key talent through competitive compensation opportunities that are consistent with market practice.

  68. Summary of 2023 LTI Awards

    Summary of 2023 LTI Awards

  69. Summary of 2023 LTI Awards

    | Named Executive | 2023 Target LTI Value | 2023 Individual Modifier | 2023 Target LTI Grant Value | | Peter Zaffino | $14,000,000 | 100% | $14,000,000 | | Sabra R. Purtill(1) | $1,600,000 | 150% | $2,400,000 | | Kevin T. Hogan(2) | $4,000,000 | 100% | $4,000,000 | | David McElroy | $4,000,000 | 100% | $4,000,000 | | Claude Wade | $1,500,000 | 100% | $1,500,000 | | Former Executive Officers(3) | | | | | Shane Fitzsimons | $3,400,000 | 100% | $3,400,000 | | Lucy Fato | $3,300,000 | 100% | $3,300,000 |

  70. Summary of 2023 LTI Awards

    (1)Ms. Purtill's 2023 target LTI value reflects her role as Interim Chief Financial Officer. In recognition of her appointment as Interim Chief Financial Officer, the CMRC approved an LTI award modifier of 150 percent for Ms. Purtill. Following her appointment as Chief Financial Officer, the CMRC approved an additional award of RSUs with a value equal to $1.25 million and increased her target LTI award opportunity for 2024 to $2,900,000. See "—Executive Summary—Our Named Executives—Chief Financial Officer Transitions" for further details. (2)Mr. Hogan's LTI awards consisted of 50 percent PSUs granted by AIG Parent and 25 percent each of stock options and RSUs granted by Corebridge. (3)Mr. Lyons was not eligible to receive a 2023 LTI award. In making the LTI awards, the CMRC approved target dollar amounts that are converted into PSUs, RSUs and stock options. The number of PSUs and RSUs constituting an annual grant is based on the average closing price of AIG Parent common stock (or Corebridge common stock for Mr. Hogan's RSUs) over the five trading days preceding the grant date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG Parent common stock (or Corebridge common stock in the case of Mr. Hogan).

  71. 2023 Annual Performance Awards

    2023 Annual Performance Awards Performance Share Units The 2023 PSU awards can be earned based on achievement of performance over a period of three years from January 1, 2023 through December 31, 2025. The Chairman and CEO and Mr. Fitzsimons each received 75 percent of their LTI awards in the form of PSUs. Other current named executives received 50 percent of their LTI awards in the form of PSUs. The performance metrics that apply to 2023 PSU awards incentivize delivering long-term profitable growth for our shareholders through a culture of underwriting and operational excellence.

  72. 2023 Annual Performance Awards

    | | + | | + | | + | | | Cumulative Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* | | AIG Parent General Operating Expenses | | Accident Year Combined Ratio, as adjusted* | | Relative Total Shareholder Return | | 30% | | 25% | | 25% | | 20% |

  73. 2023 Annual Performance Awards

    | Metric | Target | Why It Matters to AIG | | Cumulative Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* | Achievement of three-year Cumulative Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*, adjusted for the following: nRelative to baseline expectations: —Alternative investment returns —Fair value changes on fixed maturity securities —CAT losses, net of reinsurance —Return on business transactions nAnnual actuarial assumption update for Life and Retirement nCOVID-19 mortality impact for Life and Retirement nPrior year loss reserve development, net of reinsurance and premium adjustments | Measures our success in creating long-term profitable growth for shareholders | | AIG Parent General Operating Expenses | Goals assess continued progress in expense rationalization, with consecutive annual improvement to incentivize continued improvement over the three-year performance period | Measures our success in rationalizing our expense base as part of an effective Corebridge separation and organizational simplification | | Accident Year Combined Ratio, as adjusted* | Goals assess maintaining sub-90 percent AYCR, as adjusted*, with consecutive average annual improvement to incentivize continued improvement over the three-year performance period | Measures our underwriting excellence related to our underlying risk selection, expense discipline and profitability | | Relative TSR | Cumulative TSR delivered during the three-year performance period ending December 31, 2025 relative to a group of AIG Property & Casualty peers** | Measures our relative success in delivering market competitive returns to shareholders |

  74. 2023 Annual Performance Awards

    **TSR calculated in local currency based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period. Relative TSR peers comprised of AXA, Chubb, CNA Financial, The Hartford, Markel, Tokio Marine, Travelers and W. R. Berkley. Actual performance relative to the goals approved by the CMRC in 2023 will be disclosed in 2026, following the CMRC's assessment of performance metrics attainment. PSUs accrue dividend equivalent rights in the form of cash, which are calculated based on the number of PSUs that performance vest and are paid when the underlying PSUs vest. Stock Options Named executives’ 2023 stock option awards become exercisable in equal installments on the first, second and third anniversaries of the date of grant, subject to continued service through each vesting date. All stock options are granted with an exercise price equal to the closing price of the underlying shares on the grant date and are subject to a ten-year term. We view stock options as performance-based compensation since stock options will only result in a gain to the executive if the stock price appreciates after the grant date. Mr. Hogan's 2023 options were granted with respect to shares of Corebridge. Restricted Stock Units The Chairman & CEO no longer receives any of his annual LTI award in the form of RSUs. Other current named executives continue to receive 25 percent of their LTI award in the form of RSUs which will vest in equal installments on the first, second and third anniversaries of the date of grant, subject to continued service through each vesting date. RSU awards to named executives other than Mr. Hogan will be settled in AIG Parent common stock. Mr. Hogan's RSU award will be settled in shares of Corebridge common stock. RSUs accrue dividend equivalent rights in the form of cash that is paid if and when the underlying RSUs vest. In connection with her appointment as Chief Financial Officer, Ms. Purtill received an additional award of RSUs with a value equal to $1.25 million, which will vest in three equal tranches on the first, second and third anniversaries of the grant date.

  75. Assessment of 2021 Performance Share Units

    Assessment of 2021 Performance Share Units The three-year performance period for the 2021 PSUs ended on December 31, 2023. These awards were subject to three performance metrics, including a relative TSR modifier:

  76. Assessment of 2021 Performance Share Units

    | Relative Tangible Book Value Per Common Share (TBVPS)* 67% | + | Separation of Life and Retirement 33% | | Relative TSR (Modifier) (+/- 25%) | | |

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

    Relative Tangible Book Value Per Common Share* - Payout vs Rank nRelative Tangible Book Value Per Common Share* measured against separate General Insurance and Life and Retirement peer groups, with each group assessed over three one-year periods and a combined three-year performance period —Results are based on a weighted average of 60 percent for the General Insurance peer group and 40 percent for the Life and Retirement peer group

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

    | 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 | | |

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

    —Final score reflects three-year performance, but not less than the average annual performance scores —If three-year growth is ranked below threshold (7th place) for both business units, final payout is capped at 75 percent nSeparation of Life & Retirement —Quantitative goals related to the disposition of defined ownership stakes in Life and Retirement combined with considerations related to AIG's financial leverage ratio nTotal Shareholder Return relative to a single peer group comprising 19 companies from the date of grant through December 31, 2023 —A modifier is applied if AIG ranks in the top quartile (+25 percent) or in the bottom quartile (-25 percent) In the first quarter of 2024, the CMRC assessed performance over the three-year performance period and certified the results as set forth below in the following table. In addition, the CMRC determined that our Relative TSR over the performance period ranked in the top quartile of our peers, resulting in a +25 percent performance adjustment.

  80. Relative Tangible BVPS* (67%)

    | Performance Goal (% Payout) | | | | Actual Performance | | | Earned Performance (% Payout) | | | | | Threshold (50%) | Target (100%) | Stretch (150%) | Maximum (200%) | FY’21A | FY’22A | FY’23A | FY’21A | FY’22A | FY’23A | Payout (Weighted) | | 7th place | 4th or 5th place | 3rd place | 1st place | General Insurance: 5th place (100%) | General Insurance: 2nd place (175%) | General Insurance: 2nd place (175%) | 130% | 165% | 175% | 168% | | | | | | L&R: 2nd place (175%) | L&R: 3rd place (150%) | L&R: 2nd place (175%) | | | | |

  81. Separation of Life and Retirement (33%)

    | Performance Goals (% Payout) | Actual Performance | | Threshold (50%): Completion of all requirements leading up to a disposition of up to 19.9% of Life and Retirement other than regulatory filings. Implementation of Life & Retirement’s standalone capital structure | ü All necessary steps to execute a disposal complete ü By December 31, 2023, AIG had disposed of 47.8% of Life and Retirement generating gross proceeds of $3.2 billion for AIG shareholders in 2023 | | Target (100%): Same as Threshold plus completion of up to a 19.9% sale of Life & Retirement and restructuring of AIG’s financial debt to achieve post-separation target financial leverage | ü AIG’s financial debt successfully restructured with financial leverage on December 31, 2023 of 27.8 percent which is in line with post-separation target | | Stretch (150%): Same as Target plus substantially completed operational separation plan | ü Advanced to the final stages of operational separation | | Maximum (200%): Disposition of greater than 50% of Life & Retirement with the business being fully operational on a standalone basis | × Not achieved by December 31, 2023 | | Earned Performance (% Payout): 150% | |

  82. Relative Total Shareholder Return (+/- 25 percent modifier)

    | Relative TBVPS* (Weighted 67%) 168% | + | Separation of Life & Retirement (Weighted 33%) 150% | = | Outcome of 2021 Performance Metrics 162% | | Three-Year Relative TSR Modifier x 25% modifier applied to the outcome of the 2021 performance metrics based on AIG's TSR top quartile rank among the TSR peer group | | | = | x 25% | | | | | | = | | Final PSU Performance Payout(2) | | | | 200% |

  83. Termination Practices and Policies

    Termination Practices and Policies In line with market practice among our peers, we maintain the Executive Severance Plan (ESP) for the benefit of named executives to offer competitive total compensation packages, help ensure retention and enable us to obtain a release of employment-related claims. In addition, we have entered into an employment agreement with the Chairman & CEO which provides for severance payments and benefits payable to him upon a qualifying termination of employment. Mr. Zaffino is not a participant in the ESP. See “2023 Executive Compensation—Potential Payments on Termination” for more information on our termination benefits and policies, including a description of the potential severance payments and benefits payable to Mr. Zaffino under his employment agreement. 2024 Compensation Program Design and Decisions The CMRC approved our 2024 STI and LTI programs during the first quarter of 2024.

  84. 2024 Short-Term Incentive Program Structure

    2024 Short-Term Incentive Program Structure The design of the 2024 STI program is simplified to reflect a single consolidated Company Performance scorecard that will be applied to all current named executives in 2024, replacing the business unit specific scorecards assigned to current named executives in 2023. Other features of the STI program design remain the same as 2023. STI awards for our named executives in 2024 will continue to be based on a combination of the empirical and quantitative business results and individual performance. The Company Performance Score will be based on four equally weighted metrics (25 percent each): nAYCR, as adjusted* nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* nAdjusted ROCE* nAchievement of AIG Parent Exit Run-Rate General Operating Expenses* targets.

  85. 2024 Long-Term Incentive Program Structure

    2024 Long-Term Incentive Program Structure The 2024 LTI award granted to Mr. Zaffino is comprised of 75 percent PSUs and 25 percent stock options. The LTI grants for our other current named executives are comprised of a mix of 50 percent PSUs, 25 percent RSUs and 25 percent stock options. Mr. Hogan's LTI grant is comprised of Corebridge equity in the form of 50 percent RSUs and 50 percent stock options. The stock options and RSUs issued to our named executives in connection with our 2024 LTI program will vest ratably in thirds on the first, second and third anniversaries of the grant date, subject to each named executive's continued service through each vesting date. The PSUs issued to our named executives in connection with our 2024 LTI program continue to be subject to a three-year time horizon, with cliff vesting on January 1, 2027, and will be earned based on performance on four equally weighted metrics (25 percent each) over the three-year performance period: nAYCR, as adjusted* measured annually against goals that represent sustained combined ratio strength year-over-year during the three-year plan period while driving profitable growth nAchievement of AIG Parent Exit Run-Rate General Operating Expenses* targets nDiluted Normalized AATI Attributable to AIG Common Shareholders Per Share* growth calculated as a consecutive annual improvement each year in the performance period nTSR over the three-year performance period relative to a General Insurance peer group. All of these metrics include clearly defined goals associated with the achievement of "threshold," "target," "stretch," and "maximum" and are aligned to our strategic objectives. Managing Compensation Risk

  86. 2024 Long-Term Incentive Program Structure

    | We remain committed to continually evaluating and enhancing our risk management control environment, risk management processes and ERM functions. our compensation practices are essential parts of our approach to risk management and the CMRC regularly monitors our compensation programs to ensure they align with sound risk management principles. | | | | nAnnual risk review nClawback policies nStock ownership requirements nAnti-hedging and pledging policy |

  87. Clawback Policies

    | Clawback Policy (amended in 2023) | | | Covered Employees | nCurrent and former executive officers (clarified to include former officers in 2023) nAll LTI recipients nAny other employee at Grade 27 and above, as determined by the CMRC | | Covered Compensation | nGenerally, includes any bonus, equity or equity-based award, or any other incentive compensation granted since 2013, including time-based awards nCompensation paid, and awards granted, while a covered employee | | 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 nMaterial failure to abide by any restrictive covenant agreement | | CMRC Authority | nDetermining whether a triggering event has occurred nDetermining whether recovery would cause a tax-qualified retirement plan to fail to meet requirements of the Internal Revenue Code, noting that in such instances recovery will be limited 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 regulation |

  88. Compensation and Management Resources Committee

    | Name and Principal Position as of December 31, 2023 | 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 | 2023 | 1,500,000 | — | 10,359,302 | 3,499,989 | 9,000,000 | — | 258,645 | 24,617,936 | | | 2022 | 1,571,923 | — | 62,422,889 | 3,224,990 | 7,830,000 | — | 264,397 | 75,314,199 | | | 2021 | 1,482,693 | — | 9,379,956 | 2,874,994 | 8,000,000 | — | 167,577 | 21,905,220 | | Sabra R. Purtill(5) Executive Vice President & Chief Financial Officer | 2023 | 975,000 | 125,000(6) | 3,063,217 | 599,990 | 2,850,000 | — | 45,367 | 7,658,574 | | Kevin T. Hogan Chief Executive Officer, Corebridge Financial, Inc. | 2023 | 1,250,000 | — | 2,927,993 | 999,997 | 3,250,000 | 131,915 | 72,192 | 8,632,097 | | | 2022 | 1,250,000 | — | 5,141,177 | — | 2,400,000 | — | 90,420 | 8,881,597 | | | 2021 | 1,250,000 | — | 3,262,558 | 999,999 | 2,407,500 | — | 85,188 | 8,005,245 | | David McElroy Executive Vice President & Chairman, General Insurance | 2023 | 1,000,000 | — | 2,941,641 | 999,999 | 4,250,000 | — | 33,213 | 9,224,853 | | | 2022 | 1,000,000 | 875,000 | 3,106,507 | 999,996 | 3,250,000 | — | 68,619 | 9,300,122 | | | 2021 | 1,000,000 | 875,000 | 3,568,446 | 1,093,739 | 4,750,000 | — | 62,717 | 11,349,902 | | Claude Wade(5) Executive Vice President & Chief Digital Officer and Global Head of Business Operations | 2023 | 1,000,000 | 1,793,000(6) | 1,103,095 | 374,994 | 3,350,000 | — | 86,772 | 7,707,861 | | Former Executive Officers | | | | | | | | | | | Shane Fitzsimons(7) Former Executive Vice President & Chief Financial Officer | 2023 | 500,000 | — | 2,515,801 | 849,986 | 1,800,000 | — | 5,464,476 | 11,130,263 | | | 2022 | 1,000,000 | 500,000 | 2,174,514 | 699,997 | 3,000,000 | — | 189,106 | 7,563,617 | | Mark D. Lyons Former Executive Vice President & Interim Chief Financial Officer | 2023 | 96,154 | — | — | — | — | — | 3,794,573 | 3,890,727 | | | 2022 | 1,000,000 | — | 5,614,780 | 824,984 | — | — | 62,723 | 7,502,487 | | | 2021 | 1,000,000 | — | 3,364,565 | 1,031,250 | 3,300,000 | — | 61,373 | 8,757,188 | | Lucy Fato Former Vice Chair | 2023 | 1,000,000 | — | 2,426,863 | 2,158,165 | 2,800,000 | — | 46,371 | 8,431,399 | | | 2022 | 1,000,000 | — | 5,614,780 | 824,984 | 3,100,000 | — | 63,536 | 10,603,300 | | | 2021 | 1,000,000 | — | 3,364,565 | 1,031,250 | 3,300,000 | — | 66,089 | 8,761,904 |

  89. 2023 Executive Compensation 2023 Grants of Plan-Based Awards

    2023 Executive Compensation 2023 Grants of Plan-Based Awards 2023 Grants of Plan-Based Awards

  90. 2023 Executive Compensation 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentives Plan Awards (# of AIG Shares or 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 | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 4,500,000 | 9,000,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 85,144 | 170,288 | 340,576 | — | — | — | 10,359,302 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 232,403 | 59.72 | 3,499,989 | | Sabra Purtill | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 1,700,000 | 3,400,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 9,730 | 19,461 | 38,922 | — | — | — | 1,183,895 | | 2023 RSUs | 02/21/23 | — | — | — | — | — | — | 9,730 | — | — | 581,076 | | Promotion RSUs(6) | 06/19/23 | — | — | — | — | — | — | 22,657 | — | — | 1,298,246 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 39,840 | 59.72 | 599,990 | | Kevin T. Hogan | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 2,250,000 | 4,500,000 | — | — | — | — | — | — | — | | 2023 AIG PSUs | 02/21/23 | — | — | — | 16,217 | 32,435 | 64,870 | — | — | — | 1,973,162 | | 2023 CRBG RSUs(7) | 02/21/23 | — | — | — | — | — | — | 47,036 | — | — | 954,831 | | 2023 CRBG Options(7) | 02/21/23 | — | — | — | — | — | — | — | 162,074 | 20.30 | 999,997 | | David McElroy | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 2,500,000 | 5,000,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 16,217 | 32,435 | 64,870 | — | — | — | 1,973,162 | | 2023 RSUs | 02/21/23 | — | — | — | — | — | — | 16,217 | — | — | 968,479 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 66,401 | 59.72 | 999,999 | | Claude Wade | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 6,081 | 12,163 | 24,326 | — | — | — | 739,937 | | 2023 RSUs | 02/21/23 | — | — | — | — | — | — | 6,081 | — | — | 363,157 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 24,900 | 59.72 | 374,994 | | Former Executive Officers(8) | | | | | | | | | | | | | Shane Fitzsimons | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 20,677 | 41,355 | 82,710 | — | — | — | 2,515,801 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 56,440 | 59.72 | 849,986 | | Lucy Fato | | | | | | | | | | | | | 2023 STI | 02/21/23 | — | 1,900,000 | 3,800,000 | — | — | — | — | — | — | — | | 2023 PSUs | 02/21/23 | — | — | — | 13,379 | 26,759 | 53,518 | — | — | — | 1,627,869 | | 2023 RSUs | 02/21/23 | — | — | — | — | — | — | 13,379 | — | — | 798,994 | | 2023 Options | 02/21/23 | — | — | — | — | — | — | — | 54,780 | 59.72 | 824,987 | | 2023 Options(9) | 09/01/23 | — | — | — | — | — | — | — | — | — | 1,333,178 |

  91. 2023 Executive Compensation 2023 Grants of Plan-Based Awards

    (1)Amounts shown reflect the range of possible cash payouts under the STI plan for 2023 performance. Actual amounts earned, as determined by the CMRC (and, in the case of the award granted to Mr. Zaffino, as approved by the Board) in the first quarter of 2024, are reflected in the 2023 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the 2023 STI awards, including the applicable performance metrics, please see "Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Short-Term Incentive Awards.”

  92. 2023 Executive Compensation 2023 Grants of Plan-Based Awards

    2023 Executive Compensation 2023 Grants of Plan-Based Awards (2)Amounts shown reflect the potential range of 2023 PSUs that were granted and may be earned under the LTI plan. Actual amounts earned are based on achieving pre-established goals across four financial objectives over the 2023-2025 performance period. Results will be certified by the CMRC in the first quarter of 2026. For more information on the 2023 PSUs, including the applicable performance metrics, please see “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards.” Holders of 2023 PSUs are also entitled to dividend equivalent rights beginning with the first dividend record date following the 2023 PSU grant date, which are subject to the same vesting and performance conditions as the related 2023 PSUs and are paid in cash if and when such related earned shares of AIG Parent common stock are delivered. (3)Amounts shown reflect the grant of 2023 RSUs made under the LTI plan and to Ms. Purtill in connection with her appointment as permanent Chief Financial Officer, except for Mr. Hogan whose 2023 RSUs were issued under the long-term incentive plan of Corebridge, to be settled in Corebridge common stock. For more information on these awards, please see “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards.” Holders of 2023 RSUs and special RSUs are also entitled to dividend equivalent rights in the form of cash beginning with the first dividend record date following the applicable grant date, which cash amount is subject to the same vesting conditions as the related RSUs and is paid if and when such related shares are delivered. (4)Amounts shown reflect the grant of 2023 stock options made under the LTI plan, except for Kevin T. Hogan whose 2023 options were issued under the Corebridge LTI plan to be settled in Corebridge common stock. For more information on these awards, please see “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards" and Note 21 to the Consolidated Financial Statements in AIG’s Annual Report on Form 10-K for the year ended December 31, 2023. Stock options granted in 2023 have an exercise price equal to the closing price of the underlying shares of AIG Parent common stock on the NYSE on the date of grant. (5)Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718 using the valuation methods and assumptions presented in Note 21 to the Consolidated Financial Statements in AIG’s Annual Report on Form 10-K for the year ended December 31, 2023. (6)Amount represents an additional award granted to Ms. Purtill in connection with her appointment as Chief Financial Officer. See "Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards—2023 Annual Performance Awards—Restricted Stock Units" for further details on this award. (7)Mr. Hogan also received 2023 RSUs and 2023 options issued under the Corebridge LTI plan to be settled in Corebridge common stock. The vesting terms of the Corebridge awards are similar to those issued under the AIG LTI plan. For further details see the "Compensation Discussion and Analysis—2023 Compensation Decision and Outcome—2023 Long-Term Incentive Awards." (8)Mr. Lyons did not receive any awards in 2023. (9)Outstanding and unexercised options granted to Ms. Fato in 2018-2023 were modified on September 1, 2023, pursuant to her Transition Agreement. The amount reported under "Grant Date Fair Value of Equity Awards" also reflects the incremental fair value remeasurement of the modified options on the date of modification. For a description of Ms. Fato's Transition Agreement and any additional payments she is entitled to receive thereunder, see "—Potential Payments on Termination—Fato Transition Agreement." Holdings of and Vesting of Previously Awarded Equity

  93. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 Equity-based awards held at the end of 2023 by each named executive were issued under the incentive plans and arrangements described below. Shares of AIG Parent common stock deliverable under performance-based and time-vested equity and option awards will be delivered under the AIG 2013 Omnibus Plan (2013 Plan) and the AIG 2021 Omnibus Plan (2021 Plan).

  94. Outstanding Equity Awards at December 31, 2023

    | | 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 | 2023 | — | 232,403 | — | 59.72 | 2/21/2033 | 2023 PSUs | — | — | 255,432 | 17,305,518 | | | 2022 | 65,349 | 130,699 | — | 61.61 | 2/22/2032 | 2022 Special RSUs | 890,717 | 60,346,076 | — | — | | | 2021 | — | 245,726 | — | 44.10 | 2/22/2031 | 2022 RSUs | 35,502 | 2,405,260 | — | — | | | 2020 | 251,461 | — | — | 32.43 | 3/11/2030 | 2022 PSUs | — | — | 159,757 | 10,823,536 | | | 2019 | 257,985 | — | — | 44.28 | 3/18/2029 | 2021 RSUs | 67,967 | 4,604,764 | — | — | | | 2018 | 133,256 | — | — | 55.94 | 3/13/2028 | 2021 PSUs | 244,732 | 16,580,593 | — | — | | | 2017 | 333,000 | — | 667,000 | 64.53 | 7/24/2024 | 2020 Special RSUs | 170,806 | 11,572,106 | — | — | | | | | | | | | Total | 1,409,724 | 95,508,799 | 415,189 | 28,129,054 | | Sabra R. Purtill | 2023 | — | 39,840 | — | 59.72 | 2/21/2033 | 2023 Promotion RSUs | 22,657 | 1,535,011 | — | — | | | 2021 | — | 22,435 | — | 44.10 | 2/22/2031 | 2023 RSUs | 9,730 | 659,207 | — | — | | | 2020 | 21,929 | — | — | 32.43 | 3/11/2030 | 2023 PSUs | — | — | 29,191 | 1,977,690 | | | 2019 | 11,150 | — | — | 57.89 | 9/19/2029 | 2022 CRBG RSUs | 36,934 | 799,990 | — | — | | | | | | | | | 2021 CRBG RSUs | 63,302 | 1,371,121 | — | — | | | | | | | | | Total | 132,623 | 4,365,329 | 29,191 | 1,977,690 | | Kevin T. Hogan(4) | 2023 | — | 162,074 | — | 20.30 | 2/21/2033 | 2023 PSUs | — | — | 48,652 | 3,296,173 | | | 2021 | — | 85,470 | — | 44.10 | 2/22/2031 | 2022 PSUs | — | — | 49,537 | 3,356,131 | | | 2020 | 116,959 | — | — | 32.43 | 3/11/2030 | 2021 PSUs | 85,124 | 5,767,151 | — | — | | | 2019 | 122,850 | — | — | 44.28 | 3/18/2029 | 2023 CRBG RSUs | 47,036 | 1,018,799 | — | — | | | 2018 | 125,418 | — | — | 55.94 | 3/13/2028 | 2022 CRBG RSUs | 85,235 | 1,846,190 | — | — | | | | | | | | | 2021 CRBG RSUs | 61,013 | 1,321,541 | — | — | | | | | | | | | Total | 278,408 | 9,953,681 | 98,189 | 6,652,304 | | David McElroy | 2023 | — | 66,401 | — | 59.72 | 2/21/2033 | 2023 RSUs | 16,217 | 1,098,701 | — | — | | | 2022 | 20,263 | 40,527 | — | 61.61 | 2/22/2032 | 2023 PSUs | — | — | 48,652 | 3,296,173 | | | 2021 | — | 93,482 | — | 44.10 | 2/22/2031 | 2022 RSUs | 11,008 | 745,792 | — | — | | | 2020 | 35,256 | — | — | 30.71 | 8/13/2030 | 2022 PSUs | — | — | 49,537 | 3,356,131 | | | 2020 | 70,175 | — | — | 32.43 | 3/11/2030 | 2021 RSUs | 25,857 | 1,751,811 | — | — | | | 2019 | 12,500 | — | — | 53.32 | 6/24/2029 | 2021 PSUs | 93,104 | 6,307,796 | — | — | | | 2019 | 53,746 | — | — | 44.28 | 3/18/2029 | Total | 146,186 | 9,904,100 | 98,189 | 6,652,304 | | | 2018 | 31,362 | — | — | 37.68 | 12/12/2028 | | | | | | | Claude Wade | 2023 | — | 24,900 | — | 59.72 | 2/21/2033 | 2023 RSUs | 6,081 | 411,987 | — | — | | | 2022 | 7,598 | 15,198 | — | 61.61 | 2/22/2032 | 2023 PSUs | — | — | 18,244 | 1,236,031 | | | | | | | | | 2022 RSUs | 4,128 | 279,672 | — | — | | | | | | | | | 2022 PSUs | — | — | 18,576 | 1,258,524 | | | | | | | | | Total | 10,209 | 691,659 | 36,820 | 2,494,555 | | Former Executive Officers(5) | | | | | | | | | | | | | Shane Fitzsimons | 2023 | 56,440 | — | — | 59.72 | 7/1/2026 | | | | | | | | 2022 | 42,553 | — | — | 61.61 | 7/1/2026 | | | | | | | | 2021 | 42,735 | — | — | 44.10 | 7/1/2026 | | | | | | | | 2020 | 10,668 | — | — | 29.77 | 7/1/2026 | | | | | | | | 2020 | 32,163 | — | — | 32.43 | 7/1/2026 | | | | | | | | 2019 | 25,369 | — | — | 57.39 | 7/1/2026 | | | | | | | Lucy Fato | 2023 | — | 54,780 | — | 59.72 | 2/21/2033 | 2023 RSUs | 13,379 | 906,427 | — | — | | | 2022 | 16,717 | 33,434 | — | 61.61 | 2/22/2032 | 2023 PSUs | — | — | 40,138 | 2,719,349 | | | 2021 | — | 88,141 | — | 44.10 | 2/22/2031 | 2022 Special RSUs | 33,025 | 2,237,443 | — | — | | | 2020 | 25,510 | — | — | 28.16 | 9/10/2030 | 2022 RSUs | 9,082 | 615,305 | — | — | | | 2020 | 95,029 | — | — | 32.43 | 3/11/2030 | 2022 PSUs | — | — | 40,867 | 2,768,739 | | | 2019 | 119,778 | — | — | 44.28 | 3/18/2029 | 2021 RSUs | 24,380 | 1,651,745 | — | — | | | 2018 | 65,321 | — | — | 55.94 | 3/13/2028 | 2021 PSUs | 87,784 | 5,947,366 | — | — | | | | | | | | | Total | 167,650 | 11,358,286 | 81,005 | 5,488,088 |

  95. Outstanding Equity Awards at December 31, 2023

    (1)Stock Options. Stock options granted in all years have an exercise price equal to the closing price of the underlying shares of AIG Parent common stock on the NYSE on the date of grant, and with the exception of Mr. Zaffino's options as detailed below, have a ten-year term from the date of grant. All of the stock options granted in 2023 vested as to one-third on February 21, 2024 and will vest as to one-third on each of February 21, 2025 and February 21, 2026. All of the stock options granted in 2022 vested as to one-third on each of February 22, 2023 and February 22, 2024 with the remaining vesting on February 22, 2025. All of the stock options granted in 2021 vested in full in January 2024. All of the stock options granted in 2020, 2019 and 2018 fully vested in January 2023, 2022 and 2021, respectively. Mr. Zaffino received an award of stock options to purchase 1,000,000 shares of AIG Parent common stock upon joining AIG that has a grant date of July 24, 2017. These options have a seven-year term and an exercise price equal to the closing price of AIG Parent common stock on the NYSE on the date of grant and vest as follows: •Stock options for 333,000 shares of AIG Parent common stock vested in equal, annual installments on each of the first three anniversaries of the grant date; •Stock options for 200,000 shares of AIG Parent common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG Parent common stock on the NYSE is at least $74.53, but in no event will these stock options vest faster than in equal, annual installments on each of the first three anniversaries of the grant date; •Stock options for 200,000 shares of AIG Parent common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG Parent common stock on the NYSE is at least $84.53; and •Stock options for 267,000 shares of AIG Parent common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG Parent common stock on the NYSE is at least $94.53. Vesting of Mr. Fitzsimons' options accelerated upon his separation on July 1, 2023 and remain exercisable for three years from such date. Vesting of Ms. Fato's options will accelerate upon her termination and will remain exercisable for their respective full scheduled term, pursuant to her Transition Agreement. (2)Performance Share Units. PSUs accrue dividend equivalent rights as further described below. Such rights are only payable if and to the extent that the related PSUs are earned and vested. 2023, 2022 and 2021 PSUs accrue dividend equivalent rights beginning with the first dividend record date following the grant date, which are subject to the same vesting and performance conditions as the related 2023, 2022 and 2021 PSUs and are paid in cash if and when such related earned shares of AIG Parent common stock (if any) are delivered. No dividend equivalent rights are included in the 2023, 2022 and 2021 PSU amounts shown above. The 2021 PSUs vested on January 1, 2024 and are reported as earned as determined by the CMRC in the first quarter of 2024. Please see “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—Assessment of 2021 Performance Share Units.” All 2023 and 2022 PSUs are shown at stretch payout. Whether the 2023 or 2022 PSUs (and related dividend equivalent rights) will be earned at the level shown or a different level, or at all, depends on AIG's performance against metrics over a three-year performance period. Once earned, the 2023 and 2022 PSUs (and related dividend equivalent rights) will vest on January 1, 2026 and January 1, 2025, respectively. For Ms. Fato, all outstanding PSUs will vest upon termination pursuant to her Transition Agreement and any earned shares (and related dividend equivalent rights) will be delivered following adjudication. Restricted Stock Units. RSUs accrue dividend equivalent rights, as further described below. Such rights are only payable if and to the extent that the related RSUs vest. The 2023 RSUs vested as to one-third of such RSUs on February 21, 2024 with the remaining RSUs vesting in equal installments on each of February 21, 2025 and February 21, 2026. All 2022 RSUs vested as to two-thirds of such RSUs on February 22, 2023 and February 22, 2024 with the remaining RSUs vesting on February 22, 2025. All 2021 RSUs granted to our named executives vested in full on January 1, 2024. The 2023, 2022 and 2021 RSUs accrue dividend rights beginning with the first dividend record date following the respective RSU grant dates, which are subject to the same vesting conditions as the related 2023, 2022 and 2021 RSUs and are paid in cash if and when such related shares of AIG Parent common stock (if any) are delivered. No dividend equivalent rights are included in the 2023, 2022 and 2021 RSU amounts shown above. The 2020 Special RSUs reflect a grant made in 2020 to Mr. Zaffino which vested (along with related dividend equivalent rights) as to one-third of such RSUs on December 8, 2023 with the remaining RSUs vesting in equal one-third installments on December 8, 2024 and December 8, 2025. The 2022 Special RSUs reflect grants made in 2022 to certain of our named executives. The 2022 Special RSUs granted to Mr. Zaffino (and related dividend equivalent rights) will cliff vest in full on November 10, 2027. As to Ms. Fato's 2022 Special RSUs (and related dividend equivalent rights), one-third vested on each of February 22, 2023 and February 22, 2024. The final one-third will vest upon her termination pursuant to her Transition Agreement. The 2023 Promotion RSUs reflect grants made in 2023 to Ms. Purtill which will vest in equal one-third installments on each of June 19, 2024, June 19, 2025 and June 19, 2026. (3)Based on the closing sale prices of AIG Parent and Corebridge common stock on the NYSE on December 29, 2023 of $67.75 and $21.66 per share, respectively. (4)Options granted to Mr. Hogan in 2023 were issued by Corebridge. In connection with the Corebridge initial public offering (IPO), Mr. Hogan’s (i) outstanding AIG RSUs converted into RSUs with respect to shares of Corebridge common stock, and (ii) 2021, 2022 and 2023 PSUs remain outstanding and eligible to be settled in AIG Parent common stock. (5)Mr. Fitzsimons does not have outstanding unvested equity because all outstanding equity-based awards vested upon separation from AIG on July 1, 2023. Mr. Lyons does not have any outstanding equity because all outstanding equity-based awards were forfeited upon his separation from AIG on January 24, 2023.

  96. Pension Benefits

    Pension Benefits We do not have any active defined benefit pension plans in the United States. Effective January 1, 2016, benefit accruals under our Qualified Retirement Plan and Non-Qualified Retirement Plan (the Plans) were frozen. At that time, the Plans were closed to new participants and active participants ceased to accrue additional benefits after December 31, 2015. However, as described below, interest credits continue to accrue on existing cash balance accounts, and active participants continue to earn service credits for purposes of vesting and early retirement eligibility subsidies. In the case of the Qualified Retirement Plan, participants vest after three years of service. Mr. Hogan, who is fully vested in his benefit, became a terminated vested participant under the Qualified Retirement Plan effective September 19, 2022 in connection with the Corebridge IPO and thus became eligible to commence his Qualified Plan benefit as of that date. In the case of the Non-Qualified Retirement Plan, participants vest once they attain either (1) age 60 with five or more years of service, or (2) age 55 with ten or more years of service. Mr. Hogan is fully vested in his benefit under that plan as well, and will be required to commence his Non-Qualified Plan benefit when his service for Corebridge terminates. Before the Plans were frozen, the benefit formula under the Plans was converted from a final average pay formula to a cash balance formula, effective April 1, 2012. Mr. Hogan accrued benefits under both the final average pay and cash balance formulas. The Plans’ final average pay formula ranged from 0.925 percent to 1.425 percent times average final salary for each year of credited service accrued since April 1, 1985 up to 44 years and 1.25 percent to 1.75 percent times average final pay for each year of credited service accrued prior to April 1, 1985 up to 40 years. The Plans’ cash balance formula was comprised of pay credits, which were calculated based on six percent of a Plan participant’s annual pensionable compensation, and annual interest credits. Pensionable compensation under the cash balance formula included base salary, commissions, overtime and annual STI awards, with the Qualified Retirement Plan subject to IRS compensation limits and the Non-Qualified Retirement Plan subject to an annual compensation limit of $1,050,000 in 2015. The Non-Qualified Retirement Plan provides a benefit equal to the portion of the benefit that is not permitted to be paid from the Qualified Retirement Plan due to IRS limits. Pay credits ceased under the Plans on December 31, 2015, but annual interest credits continue (4.02 percent in 2023, based upon the 30-year Treasury rate). This rate is adjusted annually on January 1. Benefits under the Qualified Retirement Plan are paid as an annuity or a lump sum. Benefits under the Non-Qualified Retirement Plan accrued prior to April 1, 2012 are payable as an annuity and benefits accrued on or after April 1, 2012 are payable as a lump sum.

  97. 2023 Pension Benefits

    2023 Pension Benefits The following table details the accumulated benefits under the Plans in which each named executive participates. In accordance with SEC rules, these accumulated benefits are presented as if they were payable upon the named executive’s normal retirement at age 65 or current age if older. 2023 Pension Benefits

  98. 2023 Pension Benefits

    | Name | Plan Name | Years of Credited Service(1) | Present Value of Accumulated Benefit 2023 ($)(2) | Payments During 2023 ($) | | Kevin T. Hogan | Qualified Retirement Plan | 25.917 | $734,245 | $0 | | | Non-Qualified Retirement Plan | 25.917 | $893,505 | $0 | | | Total | | $1,627,750 | $0 |

  99. 2023 Pension Benefits

    (1)All named executives, other than Mr. Hogan, joined AIG after the Plans were frozen. Mr. Hogan had 34.50 years of service with AIG and Corebridge as of December 31, 2023. Mr. Hogan has 8.583 fewer years of credited service under the Plans than actual service with AIG and Corebridge because the Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Plans and received credit for service retroactive to six months of employment. Mr. Hogan was employed by AIG from September 1984 to November 2008 and accrued pension benefits under the Plans during this employment. Mr. Hogan did not receive a distribution from the Plans at the time of his initial resignation. Upon his rehire in October 2013, benefit accruals commenced immediately under the Plans calculated under the cash balance formula, and prior service, pursuant to the terms of the Plans, was recognized for vesting and eligibility purposes. The Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. (2)The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, 2023 (the pension plan measurement date for purposes of AIG’s financial statement reporting). The actuarial present values of the accumulated benefits under the Plans are calculated based on payment of a life annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 20 to the Consolidated Financial Statements included in AIG’s 2023 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is 4.98 percent for the Qualified Retirement Plan. The discount rate assumption is 4.94 percent for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the 2020 AIG improvement scale. Potential Payments on Termination The ESP is maintained for executives, including the named executives other than Mr. Zaffino and Mr. Hogan. The terms of the ESP are consistent with our compensation design philosophy as described in “Compensation Discussion and Analysis — Compensation Design.” Mr. Zaffino’s employment agreement provides for specific payments and benefits upon a termination of his employment. Mr. Hogan is eligible to receive benefits under Corebridge's executive severance plan, which has terms substantially similar to AIG's ESP.

  100. 2023 Executive Compensation Pay Ratio

    2023 Executive Compensation Pay Ratio Pay Ratio The 2023 annual total compensation of the median employee identified by us (as described below) was $88,585, and Mr. Zaffino’s annualized 2023 total compensation for his role as Chief Executive Officer during 2023 was $24,617,936. Accordingly, our estimated 2023 pay ratio was 1 to 278. As permitted by SEC rules, to identify the median employee, we used our active employee population (including both full-time and part-time employees) as of October 3, 2022 and used 2021 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2022 targets for employees hired during 2021 who were not eligible for 2021 awards and (4) sales incentives. For employees hired in 2022 (who therefore did not have 2021 compensation), we used 2022 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2022 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2021 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2023 annual total compensation for both our median employee and Mr. Zaffino using the same methodology that we use to determine our named executive officers’ annual total compensation for the Summary Compensation Table. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, the median employee’s annual total compensation is unique to that individual and therefore is not an indicator of the annual total compensation of any other individual or group of employees. Pay Versus Performance We provide the following disclosure regarding executive compensation for our principal executive officers (PEOs) and Non-PEO named executives (NEOs) and Company performance for the fiscal years listed below in accordance with rules adopted by the SEC. The CMRC did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  101. 2023 Executive Compensation Pay Ratio

    | | 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 $100 Investment based on:4 | | Net Income ($ Millions)5 | Accident Year Combined Ratio, as adjusted6 (%) | | Year | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 24,617,936 | — | 38,715,733 | — | 8,096,539 | 6,186,239 | 147.43 | 168.05 | 3,878 | 87.7 | | 2022 | 75,314,199 | — | 90,844,101 | — | 9,077,342 | 12,293,363 | 134.37 | 151.65 | 11,273 | 88.7 | | 2021 | 21,905,220 | 13,969,537 | 52,445,392 | 45,269,700 | 10,476,911 | 20,741,560 | 118.13 | 127.58 | 10,906 | 91.0 | | 2020 | — | 18,810,374 | — | 14,041,042 | 12,890,475 | 10,890,203 | 76.75 | 106.96 | (5,829) | 94.1 |

  102. 2023 Executive Compensation Pay Ratio

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

  103. 2023 Executive Compensation Pay Ratio

    | 2020 | 2021 | 2022 | 2023 | | Peter Zaffino | Mark Lyons | Shane Fitzsimons | Sabra Purtill | | Mark Lyons | Lucy Fato | Lucy Fato | Kevin T. Hogan | | Lucy Fato | Kevin T. Hogan | Kevin T. Hogan | David McElroy | | Doug Dachille | David McElroy | David McElroy | Claude Wade | | | Doug Dachille | | Shane Fitzsimons | | | | | Mark Lyons | | | | | Lucy Fato |

  104. 2023 Executive Compensation Pay Ratio

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. In September of 2022, AIG completed the initial public offering of Corebridge, at which time Mr. Hogan became an executive officer of Corebridge and his outstanding and unvested RSUs denominated in AIG Parent common stock were converted to unvested RSUs denominated in Corebridge common stock. As a result, the RSUs included in the table above were valued using the stock price of Corebridge as of December 31, 2023. As of December 31, 2023, AIG own 52.2 percent of Corebridge common stock. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.

  105. 2023 Executive Compensation Pay Ratio

    | 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 ($) | Compensation Actually Paid to Peter Zaffino ($) | | 2023 | 24,617,936 | 0 | (13,859,291) | 0 | 27,957,088 | 38,715,733 |

  106. 2023 Executive Compensation Pay Ratio

    | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 8,096,539 | (18,845) | (2,994,534) | 0 | 1,103,079 | 6,186,239 |

  107. 2023 Executive Compensation Pay Ratio

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

  108. 2023 Executive Compensation Pay Ratio

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Peter Zaffino ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Zaffino ($) | Average 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 ($) | Total - Inclusion of Equity Values for Peter Zaffino ($) | | 2023 | 18,051,750 | 10,661,792 | 0 | (756,454) | 0 | 27,957,088 |

  109. 2023 Executive Compensation Pay Ratio

    | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,854,855 | 1,332,845 | 408,409 | (408,523) | (3,084,507) | 1,103,079 |

  110. 2023 Executive Compensation Pay Ratio

    (4)The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance Index (S&P 500 Property & Casualty Insurance Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in AIG's Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the last listed year, in the Company and in the S&P 500 Property & Casualty Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. In accordance with recent SEC guidance and to ensure consistency with Item 201(e) in our Annual Report on Form 10-K, the Peer Group TSR calculation for fiscal years 2020, 2021 and 2022 reflects rebalancing of the group members at the beginning of each fiscal year. Accordingly, the amounts may differ from those included in our 2023 Proxy Statement. (5)Net Income as disclosed in our Annual Report on Form 10-K. In accordance with recent SEC guidance, the amounts for 2021 and 2022 differ from those included in our 2023 Proxy Statement since they have been updated to reflect the Company's implementation of the long-duration targeted improvements accounting standard. (6)We determined AYCR, as adjusted* to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.

  111. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (TSR)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Peer Group.

  112. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.

  113. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our AYCR, as adjusted*, during the four most recently completed fiscal years.