DEF 14A of American International Group, Inc., Apr 2, 2025

DEF 14A of American International Group, Inc.

Filed Apr 2, 2025 · FY20240000005272-25-000025

Open on EDGAR

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

    Proposal 1 – Election of Directors Board Composition and Refreshment Process

  2. Criteria for Board Membership

    Criteria for Board Membership The Board and the NCGC conduct a rigorous review of director candidates, taking into consideration the following criteria set forth in our Corporate Governance Guidelines: nHigh personal and professional ethics, values and integrity nAbility to work as part of an effective, collegial group nCommitment to representing the long-term interests of the Company and our shareholders nSkills, expertise, background and experience with businesses and other organizations that the Board deems relevant nInterplay of the candidate’s experience with the experience of other Board members nPersonal background and professional experience, skills and qualifications nContribution of the candidate’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively nAbility and willingness to devote the time necessary to fulfill a director's duties

  3. 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:

  4. 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 | | | 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, including artificial intelligence, 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 | | | Sustainability Experience with environmental, sustainability and governance-related issues |

  5. Proposal 1 – Election of Directors Board Composition and Refreshment

    Proposal 1 – Election of Directors Board Composition and Refreshment We believe our nominees’ varied and complementary skills, experiences, viewpoints and backgrounds 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.

  6. Proposal 1 – Election of Directors Board Composition and Refreshment

    | Director Nominee and Title | Director Since | | | | | | | | | | | | | | | | | | | | | | | | | | | Paola Bergamaschi Former Global Banking and Capital Markets Executive at State Street Corporation, Credit Suisse and Goldman Sachs | 2022 | ¢ | | | ¢ | ¢ | | ¢ | ¢ | ¢ | | | | James Cole, Jr. Chairman & Chief Executive Officer, The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel, U.S. Department of Education | 2021 | ¢ | ¢ | | | ¢ | | ¢ | | ¢ | | ¢ | | James (Jimmy) Dunne III Vice Chairman and Senior Managing Principal, Piper Sandler | 2023 | | ¢ | | | | | ¢ | | | | | | John (Chris) Inglis Senior Strategic Advisor, Paladin Capital Group; Former National Cyber Director | 2024 | ¢ | ¢ | | | ¢ | | | ¢ | ¢ | ¢ | ¢ | | Courtney Leimkuhler Co-founder and Managing Partner, Springbank Collective | 2024 | | ¢ | | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | Linda A. Mills President, Cadore Group, LLC; Former Corporate Vice President of Operations, Northrop Grumman Corporation | 2015 | ¢ | ¢ | ¢ | ¢ | | | | ¢ | ¢ | ¢ | ¢ | | Diana M. Murphy Managing Director, Rocksolid Holdings, LLC | 2023 | | ¢ | ¢ | ¢ | | | ¢ | | | | ¢ | | Juan Perez Executive Vice President and Chief Information Officer, Salesforce.com, Inc. | 2025 | | ¢ | ¢ | | | | | | ¢ | ¢ | | | Peter R. Porrino Former Executive Vice President & Chief Financial Officer, XL Group Ltd | 2019 | ¢ | | ¢ | ¢ | ¢ | ¢ | | | | | | | John G. Rice LEAD INDEPENDENT DIRECTOR Former Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization | 2022 | ¢ | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ | ¢ | | ¢ | | Vanessa A. Wittman Former Chief Financial Officer, Glossier, Inc. | 2023 | | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | ¢ | | | Peter Zaffino Chairman & Chief Executive Officer, AIG | 2020 | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | Total | | 7 | 10 | 7 | 8 | 8 | 4 | 8 | 6 | 7 | 6 | 6 |

  7. Proposal 1 – Election of Directors Board Composition and Refreshment

    Director Nominees The Board, on the recommendation of the NCGC, has nominated for election to the Board the twelve individuals presented in the Proxy Statement beginning on page 16. All are incumbent directors and were elected by the shareholders at the 2024 Annual Meeting, other than Ms. Leimkuhler and Mr. Perez, who joined the Board in November 2024 and February 2025, respectively. Executive officers identified Ms. Leimkuhler and Mr. Perez who were then interviewed by our directors and subject to the Board's customary due diligence and evaluation procedures. Our Corporate Governance Guidelines and By-Laws do not impose term limits or age limits because, in certain circumstances, the Board believes that legacy directors can be uniquely positioned to provide insight and perspective regarding our operations and strategic direction. In light of the recent retirements and Board refreshment efforts, the average tenure of the director nominees is 3 years.

  8. Director Independence

    Director Independence

  9. Director Independence

    | All of our non-management directors are independent under the NYSE listing standards. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that the director 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 |

  10. 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 makes recommendations to the Board regarding the directors’ independence based on its assessment. The NCGC's assessment of independence considers all known relevant facts and circumstances about relationships bearing on the independence of a director or nominee. This assessment considers sales of Company insurance products and services 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. 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. Mr. Cornwell, who did 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 during 2024.

  11. 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 varied skills, experience, viewpoints and backgrounds necessary to provide guidance on our strategy and to oversee management’s approach to assessing our opportunities and addressing our challenges and risks. The following table provides summary information about each of our twelve director nominees. The Board recommends that our shareholders elect all twelve director nominees listed below at the Annual Meeting. Each nominee is elected annually by a majority of votes cast in uncontested elections.

  12. Director Nominee Biographies

    | Paola Bergamaschi |

  13. 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 US PUBLIC COMPANY DIRECTORSHIPS nNone | | ¢ Independent Age: 63 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. | |

  14. Director Nominee Biographies

    | James Cole, Jr. |

  15. 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 US PUBLIC COMPANY DIRECTORSHIPS nNone | | ¢ Independent Age: 56 Director since: 2021 COMMITTEES nNominating and Corporate Governance (Chair) | | | Key Experience and Qualifications: In light of Mr. Cole’s considerable public policy, government and investment portfolio management 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. | |

  16. Director Nominee Biographies

    | James (Jimmy) Dunne III |

  17. 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 US PUBLIC COMPANY DIRECTORSHIPS nNone | | ¢ Independent Age: 68 Director since: 2023 COMMITTEES nCompensation and Management Resources | | | 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 advising companies on business transformations, the Board has concluded that Mr. Dunne should be re-elected. | |

  18. Director Nominee Biographies

    | John (Chris) Inglis |

  19. 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 nU.S. Air Force pilot and commander at Squadron, Group and Joint Forces level(s), 1976 to 2006 —Active duty and reserves —Retired as Brigadier General and Command Pilot, U.S. Air Force OTHER CURRENT US 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 | | ¢ Independent Age: 70 Director since: 2024 COMMITTEES nRisk | | | Key Experience and Qualifications: In light of Mr. Inglis’s broad and considerable experience in technology, cybersecurity, information security and data management, as well as public policy and government, the Board has concluded that Mr. Inglis should be re-elected. | |

  20. Director Nominee Biographies

    | Courtney Leimkuhler |

  21. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nSpringbank Collective (venture capital firm) —Co-Founder and Managing Partner, 2019 to present nMarsh & McLennan Companies, Inc. —Chief Financial Officer of Marsh, LLC and other Marsh subsidiaries, 2013 to 2017 nNew York Stock Exchange Euronext —Head of Corporate Strategy and M&A, 2009 to 2013 —Corporate Development, 2004 to 2005, 2007 to 2009 nGoldman Sachs —Various positions, 2001 to 2004 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone | | ¢ Independent Age: 45 Director since: 2024 | | | Key Experience and Qualifications: In light of Ms. Leimkuhler’s extensive background in financial services, including the global insurance industry, and her experience with investment portfolio management, business transformations and digital strategies, finance and accounting, the Board has concluded that Ms. Leimkuhler should be elected. | |

  22. Director Nominee Biographies

    | Linda A. Mills |

  23. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nCadore Group, LLC (management and IT consulting) —CEO & 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 US PUBLIC COMPANY DIRECTORSHIPS nNavient Corporation (non-executive chair), since 2014 | | ¢ Independent Age: 75 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. | |

  24. Director Nominee Biographies

    | Diana M. Murphy |

  25. 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 US 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 | | ¢ Independent Age: 68 Director since: 2023 COMMITTEES nCompensation and Management Resources nNominating and Corporate Governance | | | Key Experience and Qualifications: In light of Ms. Murphy’s significant experience in leading complex companies through strategic and organizational change and serving as a public company director, as well as her background in media, communications and marketing, the Board has concluded that Ms. Murphy should be re-elected. | |

  26. Director Nominee Biographies

    | Juan Perez |

  27. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nSalesforce.com, Inc. (customer relationship management technology) —Executive Vice President and Chief Information Officer, since 2022 nUnited Parcel Service, Inc., 1990 to 2022 —Various leadership positions, including serving as Chief Information and Engineering Officer from April 2017 to March 2022 and Chief Information Officer from March 2016 to April 2017 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nWabtec Corporation, since 2025 nThe Hershey Company, since 2020 | | ¢ Independent Age: 58 Director since: 2025 | | | Key Experience and Qualifications: In light of Mr. Perez’s expertise in leveraging performance-enhancing strategies across operations and operational planning, as well as his technology skills and capabilities and experience leading data and digital strategies, the Board has concluded that Mr. Perez should be elected. | |

  28. Director Nominee Biographies

    | Peter R. Porrino |

  29. 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 US PUBLIC COMPANY DIRECTORSHIPS nNone | | ¢ Independent Age: 68 Director since: 2019 COMMITTEES nAudit (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. | |

  30. Director Nominee Biographies

    | John G. Rice |

  31. 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 US PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017 | | ¢ Lead Independent Director Age: 68 Director since: 2022 COMMITTEES nNominating and Corporate Governance | | | Key Experience and Qualifications: In light of Mr. Rice’s public company leadership experience, including leading complex, global organizations and his experience in finance, operations, business transformation, technology and digital strategies, the Board has concluded that Mr. Rice should be re-elected. | |

  32. Director Nominee Biographies

    | Vanessa A. Wittman |

  33. Director Nominee Biographies

    | | CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018 | | ¢ Independent Age: 57 Director since: 2023 COMMITTEES nAudit (Financial Expert) nRisk (Chair) | | | 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 as well as her experience in risk management, the Board has concluded that Ms. Wittman should be re-elected. | |

  34. Director Nominee Biographies

    | Peter Zaffino |

  35. 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. —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 US PUBLIC COMPANY DIRECTORSHIPS nNone FORMER PUBLIC COMPANY DIRECTORSHIPS nCorebridge Financial, Inc. (chair), 2021 to 2024 | | ¢ Chairman & Chief Executive Officer Age: 58 Director since: 2020 | | | Key Experiences and Qualifications: In light of Mr. Zaffino’s deep insurance expertise, leadership capabilities, financial, operational and transformation skills, and his continued exceptional performance as our CEO, the Board has concluded that Mr. Zaffino should be re-elected. | |

  36. Director Nominee Biographies

    | Corporate Governance |

  37. 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 our 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 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. In 2024, the Board made further enhancements to our corporate governance documents. This included updating the Risk Committee’s responsibilities as listed in its charter to reflect the committee’s current focus. The Board also modified the Corporate Governance Guidelines to provide more flexibility in committee chair rotation, providing that consideration should be given to rotating a chair after approximately five to seven consecutive years of service as chair. Also, given the Board’s robust refreshment processes, including rigorous screening of potential director candidates, meaningful annual board evaluations, detailed reviews of director expertise and careful monitoring of the Board’s composition, the Board determined that the age limit for directors in our Corporate Governance Guidelines was no longer necessary. In 2024, the Board adopted a new comprehensive statement on director expectations. The statement goes beyond our Corporate Governance Guidelines to provide very specific expectations for our directors related to our primary values of integrity, diligence, teamwork, impact and independence. The director expectations were incorporated into our Board evaluation process. We encourage you to visit the Leadership and Governance page of our website (www.aig.com) where you can access more information about our corporate governance. Highlights of our governance framework follow.

  38. Corporate Governance Director Compensation

    Corporate Governance Director Compensation Director Compensation

  39. 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 payable to non-independent directors for their service as directors nStringent director stock ownership guidelines |

  40. 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 varied and complementary skills, experience, viewpoints and backgrounds of our directors.

  41. Corporate Governance Director Compensation

    Corporate Governance Director Compensation

  42. 2024 Independent Director Compensation

    2024 Independent Director Compensation

  43. 2024 Independent Director Compensation

    | Independent Directors During 2024 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Paola Bergamaschi | $125,000 | $184,942 | $0 | $309,942 | | James Cole, Jr. | $145,000 | $184,942 | $10,000 | $339,942 | | W. Don Cornwell(5) | $46,704 | $0 | $10,000 | $56,704 | | James (Jimmy) Dunne III | $125,000 | $184,942 | $0 | $309,942 | | John (Chris) Inglis | $104,396 | $219,906 | $10,000 | $334,302 | | Courtney Leimkuhler | $19,362 | $96,801 | $0 | $116,163 | | Linda A. Mills | $155,000 | $184,942 | $10,000 | $349,942 | | Diana M. Murphy | $125,000 | $184,942 | $0 | $309,942 | | Peter R. Porrino | $179,945 | $184,942 | $0 | $364,887 | | John G. Rice | $385,000 | $184,942 | $0 | $569,942 | | Therese M. Vaughan(5) | $10,646 | $0 | $0 | $10,646 | | Vanessa A. Wittman | $150,165 | $184,942 | $10,000 | $345,107 |

  44. 2024 Independent Director Compensation

    (1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Mr. Cornwell, the amount includes a prorated annual retainer fee for his service as director until the date of the 2024 Annual Meeting, and does not include $3,498,425.70, 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 2024 Annual Meeting in accordance with the terms of the DSUs previously granted. For Mr. Inglis, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective March 1, 2024. For Ms. Leimkuhler, the amount includes a prorated Board retainer fee for her service as a director upon appointment to the Board, effective November 5, 2024. For Mr. Porrino, the amount includes a prorated committee chair fee for his service as Chair of the Risk Committee until the date of the 2024 Annual Meeting. For Ms. Wittman, the amount includes a prorated committee chair fee for her service as Chair of the Risk Committee, effective upon her appointment to such position on May 15, 2024. For Ms. Vaughan, the amount includes a prorated Board retainer fee for her service as director until her retirement from the Board, effective January 31, 2024, and does not include $874,991.88, which represents the value of shares of AIG Parent common stock delivered when she retired from the Board in accordance with the terms of the DSUs previously granted. (2)This column represents the grant date fair value of DSUs granted in 2024 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing price of our common stock on the date of grant. (3)At December 31, 2024, directors had outstanding DSUs as follows: (i) Paola Bergamaschi — 7,393; (ii) James Cole, Jr. — 14,035; (iii) W. Don Cornwell — 44,385; (iv) James Dunne III — 5,390; (v) John Inglis — 2,872; (vi) Courtney Leimkuhler — 1,291; (vii) Linda A. Mills — 39,167; (viii) Diana M. Murphy — 6,625; (ix) Peter R. Porrino — 44,726; (x) John G. Rice — 12,044; (xi) Therese M. Vaughan — 11,317; and (xii) Vanessa A. Wittman — 6,625. (4)This amount includes charitable contributions disbursed during 2024 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)Mr. Cornwell did not stand for election at the 2024 Annual Meeting. Ms. Vaughan retired from the Board in January 2024.

  45. 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 CEO nReviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the 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 CEO.

  46. Input from Independent Compensation Consultants

    Input from Independent Compensation Consultants The CMRC has engaged the services of 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 of current and proposed executive compensation programs and policies nResponds to questions raised by CMRC members 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 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 2024, the Company continued to engage 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. During 2024, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program. 2024 Compensation Decisions and Outcomes

  47. 2024 Short-Term Incentive Awards

    2024 Short-Term Incentive Awards

  48. 2024 Short-Term Incentive Awards

    | At a Glance: | nPayouts are based on a combination of quantitative financial and individual objectives consistent with our pay for performance compensation philosophy nUnless otherwise approved by the CMRC, earned awards equal the Company 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 nThe Company Performance Score for 2024 was 143 percent nIndividual assessments are based on performance in four core areas (Financial, Strategic, Operational and Organizational) nAwards are subject to clawback policies (as applicable) n2024 payouts ranged from 143 percent to 200 percent of target, reflecting above target financial performance and strong individual contributions | | Changes for 2024: | nSimplified the award structure to reflect a simplified AIG with one Company Performance Scorecard applicable to all plan participants, including our named executive officers nThe Diluted AATI Attributable to AIG Common Shareholders Per Share metric* is no longer normalized. |

  49. 2024 Short-Term Incentive Awards

    | Target Short-Term Incentive Award ($) | | Company Performance Score (0-150%) | | Individual Performance Score (0-150%) | | Actual Short-Term Incentive Award ($) (up to 200%) | | Single Company Performance Scorecard: Four Equally Weighted Financial Metrics | | | | Individual Performance Scorecards: Four Core Areas | | | | 1.AYCR, as adjusted* 2.Diluted AATI Attributable to AIG Common Shareholders Per Share* 3.Adjusted ROE* 4.AIG Parent GOE Exit Run-Rate* | | | | 1.Financial 2.Strategic 3.Operational 4.Organizational | | | | All awards are subject to an overall cap of 200% of target | | | | | | |

  50. Company Performance Scorecard

    Company Performance Scorecard The 2024 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 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:

  51. Company Performance Scorecard

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

  52. 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. For a summary of the goals and related achievements the CMRC considered when determining each named executive’s individual performance score for 2024, see page 55.

  53. Summary of 2024 STI Awards

    Summary of 2024 STI Awards In summary, 2024 performance resulted in the following STI awards for our named executives:

  54. Summary of 2024 STI Awards

    | Current Named Executives | 2024 Target Short-Term Incentive ($) | Company Performance Scorecard Result | Individual Performance Scorecard Result | Actual Percent of STI Target | 2024 Actual Short-Term Incentive Award ($) | | Peter Zaffino(1) | 4,500,000 | 143% | 150% | 200% | 9,000,000 | | Keith Walsh | 1,500,000 | 143% | 100% | 143% | 2,150,000 | | Charles Fry | 1,535,772 | 143% | 137% | 195% | 3,000,000 | | Jonathan Hancock | 1,738,014 | 143% | 131% | 187% | 3,250,000 | | Claude Wade | 2,000,000 | 143% | 122% | 175% | 3,500,000 | | Former Executive Officer | | | | | | | Sabra R. Purtill(2) | 1,700,000 | 143% | 100% | 143% | 2,425,000 |

  55. Summary of 2024 STI Awards

    (1)The Company Performance Score together with Mr. Zaffino's individual performance score resulted in a combined score of 215 percent of target. Pursuant to our STI plan, Mr. Zaffino's STI award is capped at 200 percent of target. (2)Ms. Purtill transitioned from an Executive Vice President and Chief Financial Officer into a senior advisor role effective November 8, 2024 and remained eligible to receive an STI award.

  56. Peter Zaffino

    | Target Short-Term Incentive Award $4,500,000 | | Company Performance Score 143% | | Individual Performance Score 150% | = | Actual Short-Term Incentive Award (200% of target) $9,000,000 |

  57. Keith Walsh

    | Target Short-Term Incentive Award $1,500,000 | | Company Performance Score 143% | | Individual Performance Score 100% | = | Actual Short-Term Incentive Award (143% of target) $2,150,000 |

  58. Charles Fry

    | Target Short-Term Incentive Award $1,535,772 | | Company Performance Score 143% | | Individual Performance Score 137% | = | Actual Short-Term Incentive Award (195% of target) $3,000,000 |

  59. Jonathan Hancock

    | Target Short-Term Incentive Award $1,738,014 | | Company Performance Score 143% | | Individual Performance Score 131% | = | Actual Short-Term Incentive Award (187% of target) $3,250,000 |

  60. Claude Wade

    | Target Short-Term Incentive Award $2,000,000 | | Company Performance Score 143% | | Individual Performance Score 122% | = | Actual Short-Term Incentive Award (175% of target) $3,500,000 |

  61. 2024 Annual Long-Term Incentive Awards

    2024 Annual Long-Term Incentive Awards

  62. 2024 Annual 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' annual 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 reviewed annually and informed by market data nPSU payouts are capped at 200 percent of target nAwards are subject to clawback policies (as applicable) | | Changes for 2024: | nDiluted AATI Attributable to AIG Common Shareholders Per Share* is no longer normalized nAll performance metrics weighted equally with the weighting of Diluted AATI Attributable to AIG Common Shareholders Per Share* reduced from 30 percent to 25 percent, and the weighting of Relative TSR increased from 20 percent to 25 percent nAllianz SE replaced Markel Corporation in the Relative TSR peer group |

  63. 2024 Annual 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. We believe that the 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. In considering LTI annual awards to named executives, there are several design principles that the CMRC considers, including: nProviding a risk-balanced portfolio of incentive vehicles nAligning performance with elements of our strategy that are within management control nMaintaining simplicity

  64. 2024 Annual LTI Award Allocation(1)

    2024 Annual LTI Award Allocation(1) (1)Reflects target annual LTI award allocations to current named executives and excludes any special awards made in 2024.

  65. 2024 Annual LTI Award Grant Values

    2024 Annual LTI Award Grant Values

  66. 2024 Annual LTI Award Grant Values

    | Named Executive | 2024 Target LTI Value | 2024 Individual Modifier | 2024 Actual LTI Grant Value | | Peter Zaffino | $14,000,000 | 100% | $14,000,000 | | Keith Walsh(1) | N/A | N/A | N/A | | Charles Fry | $2,050,856 | 100% | $2,050,856 | | Jonathan Hancock | $2,361,977 | 100% | $2,361,977 | | Claude Wade | $1,500,000 | 100% | $1,500,000 | | Former Executive Officer | | | | | Sabra R. Purtill | $2,900,000 | 100% | $2,900,000 |

  67. 2024 Annual LTI Award Grant Values

    (1)Given the timing of his appointment, Mr. Walsh did not receive an annual LTI award in 2024. In making the LTI awards, the CMRC approved dollar amounts that are converted into PSUs, stock options and RSUs. The number of PSUs and RSUs constituting an annual grant is based on the average closing price of our common stock 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 our common stock, rounded down to the nearest whole option. The dollar amounts listed above may differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with FASB ASC Topic 718. 2024 LTI Awards were granted under the LTI Plan.

  68. 2024 Annual LTI Award Vehicles

    2024 Annual LTI Award Vehicles Performance Share Units The 2024 PSU awards can be earned based on achievement of performance over a period of three years from January 1, 2024 through December 31, 2026. The Chairman and CEO received 75 percent of his LTI award in the form of PSUs. Other current named executives received 50 percent of their annual LTI awards in the form of PSUs. The performance metrics that apply to 2024 PSU awards continue to incentivize the delivery of long-term profitable growth for our shareholders through a culture of underwriting and operational excellence.

  69. 2024 Annual LTI Award Vehicles

    | | + | | + | | + | | | Diluted AATI Attributable to AIG Common Shareholders Per Share* | | AIG Parent GOE Exit Run-Rate* | | Accident Year Combined Ratio, as adjusted* | | Relative Total Shareholder Return | | 25% | | 25% | | 25% | | 25% |

  70. 2024 Annual LTI Award Vehicles

    | Metric | Target | Why It Matters to AIG | | Diluted AATI Attributable to AIG Common Shareholders Per Share*(1) | Achievement of Diluted AATI Attributable to AIG Common Shareholders Per Share* growth Growth is measured over the prior year for each year of the three-year performance period to incentivize continued improvement** | Measures our success in creating long-term profitable growth for shareholders | | AIG Parent GOE Exit Run-Rate* | Goals assess continued progress in expense rationalization, with consecutive annual improvement over the three-year performance period to incentivize continued improvement Goals for 2024 and 2025 are established on an exit-run rate basis, with 2026 goals defined as percentage of net premiums earned | Measures our success in rationalizing our expense base and sustaining a lower baseline | | Accident Year Combined Ratio, as adjusted* | Goals target maintaining sub-90 percent AYCR, as adjusted*, to incentivize sustaining strong combined ratio year-over-year over the three-year performance period while driving profitable growth | Measures our underwriting excellence driven by risk selection and expense discipline | | Relative TSR | Cumulative TSR delivered during the three-year performance period ending December 31, 2026 relative to performance peers(2) | Measures our relative success in delivering market competitive returns to shareholders |

  71. 2024 Annual LTI Award Vehicles

    (1)Metric is no longer normalized. (2)TSR calculated based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period. Foreign company peers stock prices will be converted to US dollar to neutralize foreign exchange impact. Relative TSR peers comprised of Allianz, AXA, Chubb, CNA Financial, The Hartford, Tokio Marine, Travelers and W. R. Berkley. As reported share prices are adjusted for regular and special dividends paid over the performance period as well as any stock splits and spin-offs. Beginning dividend-adjusted share prices are measured using the average of December 2023 closing prices. Ending dividend adjusted share prices are measured using the average of December 2026 closing prices. Actual performance relative to the goals approved by the CMRC in 2024 will be disclosed in 2027, following the conclusion of the performance periods and the CMRC's assessment of attainment. 2024 PSU awards will be settled in common stock and accrue dividend equivalent rights in the form of cash, that is paid if and when the underlying PSUs are earned and vest. Stock Options 2024 annual 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 applicable vesting date. All stock options are granted with an exercise price equal to the closing price of the underlying shares of common stock on the grant date and are subject to a ten-year term. We view stock options as performance-based compensation since stock options provide value only for upside performance. Restricted Stock Units Mr. Zaffino did not receive any of his 2024 annual LTI award in the form of RSUs. Other current named executives received 25 percent of their 2024 annual 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. 2024 RSU awards will be settled in common stock and accrue dividend equivalent rights in the form of cash that is paid if and when the underlying RSUs vest.

  72. 2024 Special Awards

    2024 Special Awards In 2024, the CMRC granted certain special awards in a targeted manner in connection with executive recruitment and contributions to transformative projects. In consideration of equity forfeited from his prior employer, Mr. Walsh received a $2,750,000 RSU grant in October 2024 and a cash payment of $1,250,000 in February 2025. The RSUs vest: (i) on October 21, 2025 for $1,000,000 of RSUs, (ii) on February 1, 2026 for $925,000 of RSUs and (iii) on February 1, 2027 for $825,000 of RSUs. Mr. Walsh also received a $300,000 RSU transition award on October 21, 2024 which vests ratably over three years. In recognition of his development of comprehensive analytics and modelling that were critical to the assessment of key strategic initiatives, including the divestiture of the Personal Travel Business and the special purpose vehicle launched alongside the reinsurance Syndicate 2478 at Lloyd’s, Mr. Fry received an RSU grant with a value of $500,000 in July 2024. The RSUs vest in full in July 2026.

  73. 2022 Performance Share Units Achievement

    2022 Performance Share Units Achievement The three-year performance period for the 2022 PSUs ended on December 31, 2024. These awards were subject to three performance metrics. Each metric had threshold, target, stretch and maximum performance goals associated with it and a corresponding level of payout with interpolation for achievements between goals.

  74. 2022 Performance Share Units Achievement

    | Performance Metric | Period | Threshold (50%) | Target (100%) | Stretch (150%) | Maximum (200%) | Actual | % Achieved | Weighting | % Achieved (Weighted) | | Annual Improvement in Accident Year Combined Ratio, as adjusted* | 2022 | 91.0% | 89.9% | 89.4% | 88.9% | 88.7% | 200% | 16% | 32% | | | 2023 | 91.0% | 89.9% | 88.9% | 87.9% | 87.7% | 200% | 17% | 34% | | | 2024 | 91.0% | 89.9% | 88.4% | 86.9% | 88.2% | 157% | 17% | 27% | | Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* | Cumulative | $14.10 | $14.80 | $15.10 | $15.50 | $16.66 | 200% | 40% | 80% | | Relative Total Shareholder Return(1) | 3-Years | 6th or 7th | 4th or 5th | 2nd or 3rd | 1st | 6th | 50% | 10% | 5% | | Final PSU Payout: | | | | | | | | | 178% |

  75. 2022 Performance Share Units Achievement

    (1)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 Chubb, CNA Financial, The Hartford, Markel, Tokio Marine, Travelers and W.R. Berkley. As reported share prices are adjusted for regular and special dividends paid over the performance period as well as any stock splits and spin-offs. Beginning dividend-adjusted share prices are measured using the average of December 2021 closing prices. Ending dividend adjusted share prices are measured using the average of December 2024 closing prices.

  76. 2022 Performance Share Units Achievement

    | Annual Improvement in Accident Year Combined Ratio, as adjusted* (Weighted 50%) 186% | + | Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share* (Weighted 40%) 200% | + | Relative Total Shareholder Return (Weighted 10%) 50% | = | Final PSU Performance Payout: 178% |

  77. Termination Practices and Policies

    Termination Practices and Policies In line with market practice among our peers, we maintain the Executive Severance Plan for the benefit of the named executives other than Mr. Zaffino 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 Mr. Zaffino which provides for severance payments and benefits payable to him upon a qualifying termination of employment. See “2024 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.

  78. 2025 Short-Term Incentive Program Structure

    2025 Short-Term Incentive Program Structure The design of the 2025 STI program continues to reflect a single consolidated Company Performance scorecard with four equally weighted metrics that will be applied to all named executives in 2025. Each of the four metrics is aligned to our delivery on our commitments to profitability. Calendar Year Combined Ratio has been added to increase the alignment of our incentives with accountability for our full portfolio, replacing a metric related to execution on strategic initiatives. Other features of the STI program design remain the same as 2024. STI awards for our named executives in 2025 will continue to be based on a combination of the empirical and quantitative business results and individual performance. The four equally weighted metrics (25 percent each) are: nCalendar Year Combined Ratio nAccident Year Combined Ratio, as adjusted* nDiluted AATI Attributable to AIG Common Shareholders Per Share* nCore Operating ROE*

  79. 2025 Long-Term Incentive Program Structure

    2025 Long-Term Incentive Program Structure The 2025 LTI award granted to Mr. Zaffino is comprised of 75 percent PSUs and 25 percent stock options, continuing the award mix granted to Mr. Zaffino in 2023 and 2024. The LTI grants for our other named executives are comprised of 50 percent PSUs, 25 percent RSUs and 25 percent stock options. The stock options and RSUs issued to our named executives in connection with our 2025 annual 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. The PSUs issued to our named executives in connection with our 2025 annual LTI program continue to be subject to a three-year time horizon, with cliff vesting on January 1, 2028. The PSUs will be earned based on performance on five equally weighted metrics (20 percent each) over the three-year performance period, compared to four equally weighted metrics (25 percent each) in our 2024 program. Our 2025 program is designed to further align our incentive program with the interests of our shareholders. The 2025 program no longer includes a metric related to execution on strategic initiatives and now includes two metrics that measure performance relative to our General Insurance peers. The metrics include: nCYCR including catastrophe losses calculated over the three-year performance period relative to a General Insurance peer group 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 nAdjusted Tangible Book Value per Share* growth measured over the prior year for each year of the three-year performance period nDiluted AATI Attributable to AIG Common Shareholders Per Share* growth measured over the prior year for each year of the three-year performance period nTSR over the three-year performance period relative to a General Insurance peer group All these metrics include clearly defined goals associated with the achievement of “threshold”, “target”, “stretch”, and “maximum” and are aligned to our long-term strategic objectives.

  80. Compensation Discussion and Analysis Managing Compensation Risk

    | Clawback Policy (amended in 2023) | | | Covered Employees | nCurrent and former executive officers 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 |

  81. Compensation and Management Resources Committee

    | Name and Principal Position as of December 31, 2024 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Peter Zaffino Chairman & Chief Executive Officer | 2024 | 1,500,000 | — | 10,339,947 | 3,499,984 | 9,000,000 | 298,442 | 24,638,373 | | | 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 | | Keith Walsh Executive Vice President & Chief Financial Officer | 2024 | 200,000 | — | 3,185,056 | — | 2,150,000 | 10,765 | 5,545,821 | | Charles Fry(4) Executive Vice President, Capital Risk Optimization | 2024 | 1,023,848 | — | 2,026,456 | 512,712 | 3,000,000 | 67,061 | 6,630,077 | | Jonathan Hancock(4) Executive Vice President & Chief Executive Officer, International Commercial and Global Personal Insurance | 2024 | 1,023,848 | — | 1,738,710 | 590,484 | 3,250,000 | 57,922 | 6,660,964 | | Claude Wade(4) Executive Vice President & Chief Digital Officer and Global Head of Business Operations & Claims | 2024 | 1,000,000 | 1,224,000(5) | 1,104,208 | 374,988 | 3,500,000 | 87,301 | 7,290,497 | | | 2023 | 1,000,000 | 1,793,000 | 1,103,095 | 374,994 | 3,350,000 | 86,772 | 7,707,861 | | Former Executive Officer | | | | | | | | | | Sabra R. Purtill(4) Former Executive Vice President & Chief Financial Officer | 2024 | 1,000,000 | — | 2,134,758 | 724,998 | 2,425,000 | 56,690 | 6,341,446 | | | 2023 | 975,000 | 125,000 | 3,063,217 | 599,990 | 2,850,000 | 45,367 | 7,658,574 |

  82. 2024 Executive Compensation 2024 Grants of Plan-Based Awards

    2024 Executive Compensation 2024 Grants of Plan-Based Awards 2024 Grants of Plan-Based Awards

  83. 2024 Executive Compensation 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of Shares or Units)(2) | | | All Other Stock Awards (# of Shares or Units)(3) | All Other Option Awards (# of Securities Underlying Options)(4) | Exercise 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 | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 4,500,000 | 9,000,000 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | 75,139 | 150,279 | 300,558 | — | — | — | 10,339,947 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | 199,543 | 68.13 | 3,499,984 | | Keith Walsh | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | — | — | — | — | — | — | — | | 2024 RSUs | 02/20/24 | — | — | — | — | — | — | — | — | — | — | | 2024 Special RSUs | 10/21/24 | — | — | — | — | — | — | 41,071 | — | — | 3,185,056 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | — | — | — | | Charles Fry | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 1,535,772 | 3,071,544 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | 7,338 | 14,676 | 29,352 | — | — | — | 1,009,782 | | 2024 RSUs | 02/20/24 | — | — | — | — | — | — | 7,338 | — | — | 499,938 | | 2024 Special RSUs | 07/26/24 | — | — | — | — | — | — | 6,690 | — | — | 516,736 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | 29,231 | 68.13 | 512,712 | | Jonathan Hancock | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 1,738,014 | 3,476,028 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | 8,451 | 16,902 | 33,804 | — | — | — | 1,162,943 | | 2024 RSUs | 02/20/24 | — | — | — | — | — | — | 8,451 | — | — | 575,767 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | 33,665 | 68.13 | 590,484 | | Claude Wade | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | 5,367 | 10,734 | 21,468 | — | — | — | 738,554 | | 2024 RSUs | 02/20/24 | — | — | — | — | — | — | 5,367 | — | — | 365,654 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | 21,379 | 68.13 | 374,988 | | Former Executive Officer | | | | | | | | | | | | | Sabra R. Purtill | | | | | | | | | | | | | 2024 STI | 02/20/24 | — | 1,700,000 | 3,400,000 | — | — | — | — | — | — | — | | 2024 PSUs | 02/20/24 | — | — | — | 10,376 | 20,752 | 41,504 | — | — | — | 1,427,841 | | 2024 RSUs | 02/20/24 | — | — | — | — | — | — | 10,376 | — | — | 706,917 | | 2024 Options | 02/20/24 | — | — | — | — | — | — | — | 41,334 | 68.13 | 724,998 |

  84. 2024 Executive Compensation 2024 Grants of Plan-Based Awards

    (1)Amounts shown reflect the range of possible cash payouts under the STI plan for 2024 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 2025, are reflected in the 2024 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the 2024 STI awards, including the applicable performance metrics, please see "Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2024 Short-Term Incentive Awards.” Also, for Mr. Fry and Mr. Hancock, their amounts were converted to US dollars using the December 2024 monthly average FX rate of 1.26401. (2)Amounts shown reflect the potential range of 2024 PSUs that may be earned under the LTI Plan relative to the target amounts granted. Actual amounts earned are based on achieving pre-established goals across four financial objectives over the 2024-2026 performance period. Results will be certified by the CMRC in the first quarter of 2027. For more information on the 2024 PSUs, including the applicable performance metrics, please see “Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2024 Annual Long-Term Incentive Awards.” PSUs accrue dividend equivalent rights beginning with the first dividend record date following the applicable grant date. The cash amount is subject to the same vesting and performance conditions as the related PSUs and is paid if and when the related PSUs are settled. (3)Amounts shown reflect the grant of RSUs under the LTI Plan. For more information on these awards, please see “Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2024 Annual Long-Term Incentive Awards” and “Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2024 Special Awards.” RSUs accrue dividend equivalent rights beginning with the first dividend record date following the applicable grant date. The cash amount is subject to the same vesting conditions as the related RSUs and is paid if and when the related RSUs are settled. (4)Amounts shown reflect the grant of stock options under the LTI Plan. For more information on these awards, please see “Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2024 Annual Long-Term Incentive Awards" and Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Stock options have an exercise price equal to the closing price of our 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 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

  85. 2024 Executive Compensation Outstanding Equity Awards at December 31, 2024

    2024 Executive Compensation Outstanding Equity Awards at December 31, 2024 Outstanding Equity Awards at December 31, 2024

  86. 2024 Executive Compensation Outstanding Equity Awards at December 31, 2024

    | | 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 ($) | Expiration Date | Award Type(2) | Number | Market Value ($)(3) | Number | Market Value ($)(3) | | Peter Zaffino | 2024 | — | 199,543 | — | 68.13 | 2/20/2034 | 2024 PSUs | — | — | 225,418 | 16,410,430 | | | 2023 | 77,467 | 154,936 | — | 59.72 | 2/21/2033 | 2023 PSUs | — | — | 255,432 | 18,595,449 | | | 2022 | 130,698 | 65,350 | — | 61.61 | 2/22/2032 | 2022 Special Award RSUs | 909,771 | 66,231,328 | — | — | | | 2021 | 245,726 | — | — | 44.10 | 2/22/2031 | 2022 RSUs | 17,752 | 1,292,345 | — | — | | | 2020 | 251,461 | — | — | 32.43 | 3/11/2030 | 2022 PSUs | 189,578 | 13,801,278 | — | — | | | 2019 | 257,985 | — | — | 44.28 | 3/18/2029 | 2020 Special Award RSUs | 85,403 | 6,217,338 | — | — | | | 2018 | 133,256 | — | — | 55.94 | 3/13/2028 | Total | 1,202,504 | 87,542,289 | 480,850 | 35,005,879 | | Keith Walsh | 2024 | — | — | — | — | — | 2024 Equity Buy-Out RSUs | 37,032 | 2,695,929 | — | — | | | | | | | | | 2024 Transition Sign-On RSUs | 4,039 | 294,039 | — | — | | | | | | | | | Total | 41,071 | 2,989,968 | — | — | | Charles Fry | 2024 | — | 29,231 | — | 68.13 | 2/20/2034 | 2024 RSUs | 7,338 | 534,206 | — | — | | | 2023 | 8,630 | 17,262 | — | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 22,014 | 1,602,619 | | | | | | | | | 2024 Special Award RSUs | 6,690 | 487,032 | — | — | | | | | | | | | 2023 RSUs | 4,216 | 306,924 | — | — | | | | | | | | | 2023 PSUs | — | — | 18,972 | 1,381,161 | | | | | | | | | 2023 Special Award RSUs | 9,063 | 659,786 | — | — | | | | | | | | | Total | 27,307 | 1,987,948 | 40,986 | 2,983,780 | | Jonathan Hancock | 2024 | — | 33,665 | — | 68.13 | 2/20/2034 | 2024 RSUs | 8,451 | 615,232 | — | — | | | 2023 | 13,286 | 26,572 | — | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 25,353 | 1,845,698 | | | 2022 | 25,778 | 12,890 | — | 61.61 | 2/22/2032 | 2023 RSUs | 12,980 | 944,944 | — | — | | | 2021 | 46,559 | — | — | 44.10 | 2/22/2031 | 2023 PSUs | — | — | 14,602 | 1,063,025 | | | 2020 | 10,512 | — | — | 30.71 | 8/13/2030 | 2022 RSUs | 7,003 | 509,818 | — | — | | | 2020 | 44,148 | — | — | 29.58 | 7/1/2030 | 2022 PSUs | 18,695 | 1,360,996 | — | — | | | | | | | | | Total | 47,129 | 3,430,990 | 39,955 | 2,908,723 | | Claude Wade | 2024 | — | 21,379 | — | 68.13 | 2/20/2034 | 2024 RSUs | 5,367 | 390,717 | — | — | | | 2023 | 8,300 | 16,600 | — | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 16,101 | 1,172,152 | | | 2022 | 15,196 | 7,600 | — | 61.61 | 2/22/2032 | 2023 RSUs | 4,054 | 295,131 | — | — | | | | | | | | | 2023 PSUs | — | — | 18,244 | 1,328,163 | | | | | | | | | 2022 RSUs | 2,064 | 150,259 | — | — | | | | | | | | | 2022 PSUs | 22,043 | 1,604,730 | — | — | | | | | | | | | Total | 33,528 | 2,440,837 | 34,345 | 2,500,315 | | Former Executive Officer | | | | | | | | | | | | | Sabra R. Purtill | 2024 | — | 41,334 | — | 68.13 | 2/20/2034 | 2024 RSUs | 10,376 | 755,372 | — | — | | | | | | | | | 2024 PSUs | — | — | 31,128 | 2,266,118 | | | 2023 | 13,280 | 26,560 | — | 59.72 | 2/21/2033 | 2023 Promotion RSUs | 15,105 | 1,099,644 | — | — | | | 2021 | 22,435 | — | — | 44.10 | 2/22/2031 | 2023 RSUs | 6,487 | 472,253 | — | — | | | 2020 | 21,929 | — | — | 32.43 | 3/11/2030 | 2023 PSUs | — | — | 29,191 | 2,125,104 | | | 2019 | 11,150 | — | — | 57.89 | 9/19/2029 | Total | 31,968 | 2,327,269 | 60,319 | 4,391,222 |

  87. 2024 Executive Compensation Outstanding Equity Awards at December 31, 2024

    2024 Executive Compensation Outstanding Equity Awards at December 31, 2024 (1)Stock Options. Stock options granted in all years have an exercise price equal to the closing price of our common stock on the NYSE on the date of grant, and have a ten-year term from the date of grant. All of the stock options granted in 2024 will vest as to one-third on each of February 20, 2025, February 20, 2026 and February 20, 2027. All of the stock options granted in 2023 vested as to one-third on each of February 21, 2024 and February 21, 2025 and will vest as to the remaining third on February 21, 2026. All of the stock options granted in 2022 were fully vested as of February 22, 2025 and all of the stock options granted in 2021 were fully vested as of January 2024. All of the stock options granted in 2020, 2019 and 2018 fully vested in January 2023, 2022 and 2021, respectively. (2)Performance Share Units. PSUs accrue dividend equivalent rights beginning with the first dividend record date following the grant date. The dividend equivalent rights are subject to the same vesting and performance conditions as the related PSUs and are paid in cash at the same time the related PSUs are settled. No dividend equivalent rights are included in the PSU amounts shown above. The 2022 PSUs vested on January 1, 2025 and are reported as earned as determined by the CMRC in the first quarter of 2025. Please see “Compensation Discussion and Analysis—2024 Compensation Decisions and Outcomes—2022 Performance Share Units Achievement.” All 2024 and 2023 PSUs are shown at stretch payout. Whether the 2024 or 2023 PSUs will be earned at the level shown or a different level, or at all, depends on Company performance against metrics over a three-year performance period. If earned, the 2024 and 2023 PSUs will vest on January 1, 2027 and January 1, 2026, respectively. Restricted Stock Units. RSUs accrue dividend equivalent rights, beginning with the first dividend record date following the grant date. The dividend equivalent rights are subject to the same vesting conditions as the related RSUs and are paid in cash at the same time the related RSUs are settled. No dividend equivalent rights are included in the RSU amounts shown above other thank Mr. Zaffino's Special RSUs. The 2024 RSUs vested as to one-third on February 20, 2025 and will vest as to one-third on each of February 20, 2026 and February 20, 2027. The 2023 RSUs vested as to one-third on each of February 21, 2024 and February 21,2025, with the remaining RSUs vesting on February 21, 2026. All 2022 RSUs were fully vested as of February 22, 2025. The 2020 Special RSUs reflect a grant to Mr. Zaffino which vested as to one-third on each of December 8, 2023 and December 8, 2024 with the remaining RSUs vesting on December 8, 2025. The 2022 Special RSUs reflect a grant to Mr. Zaffino that will cliff vest on November 10, 2027. Mr. Walsh’s 2024 Buy-Out RSUs will vest as follows: 13,466 RSUs on October 21, 2025; 12,456 on February 1, 2026; and 11,110 RSUs on February 1, 2027. Mr. Walsh’s 2024 Sign-On RSUs will vest as to one-third on each of October 21, 2025, October 21, 2026 and October 21, 2027. Mr. Fry’s 2024 Special RSUs will vest on July 26, 2026. Mr. Fry's 2023 Special RSUs vested as to one-third on June 16, 2024 and will vest as to one-third on each of June 16, 2025 and June 16, 2026. Ms. Purtill’s 2023 Promotion RSUs vested as to one-third on June 19, 2024. The remaining RSUs will vest as to one-third on each of June 19, 2025 and June 19, 2026. (3)Based on the closing price of our common stock on the NYSE on December 31, 2024 of $72.80.

  88. 2024 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2024

    2024 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2024 Option Exercises and Vesting of Stock-Based Awards During 2024

  89. 2024 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2024

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Peter Zaffino | 533,000 | $40,169,144 | 415,852 | 28,634,417 | | Keith Walsh | — | — | — | — | | Charles Fry | — | — | 6,639 | 476,945 | | Jonathan Hancock | — | — | 52,126 | 3,526,258 | | Claude Wade | — | — | 4,091 | 279,537 | | Former Executive Officer | | | | | | Sabra R. Purtill | — | — | 111,031 | 3,185,558 |

  90. 2024 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2024

    (1)The value realized is the difference between the fair market value of our common stock on the date of exercise and the exercise price of the option. (2)Represents the 2021 RSUs and 2021 PSUs that vested in January 2024, and the second tranche of the 2022 RSUs and first tranche of the 2023 RSUs that vested in February 2024. For Mr. Zaffino only, also includes the second tranche of a special RSU award made in 2020 (and related dividend equivalent rights) that vested in December 2024. For Mr. Fry, also includes the first tranche of a special RSU award made in 2023 that vested in June 2024. For Ms. Purtill, also includes the first tranche of a special RSU award made in 2023 that vested in June 2024 and outstanding Corebridge RSUs that vested upon deconsolidation in June 2024. Values presented in the table are based on the closing price of our common stock (and Corebridge's closing price for Ms. Purtill's Corebridge RSUs) on the applicable vesting date. Potential Payments on Termination The Executive Severance Plan is maintained for executives, including the named executives other than Mr. Zaffino. 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.

  91. 2024 Executive Compensation Pay Ratio

    2024 Executive Compensation Pay Ratio Pay Ratio The 2024 annual total compensation of the median employee identified by us (as described below) was $82,224, and Mr. Zaffino’s annualized 2024 total compensation for his role as Chief Executive Officer during 2024 was $24,638,373. Accordingly, our estimated 2024 pay ratio was 1 to 300. 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 December 9, 2024 and used 2023 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2024 targets for employees hired during 2023 who were not eligible for 2023 awards and (4) sales incentives. For employees hired in 2024 (who therefore did not have 2023 compensation), we used 2024 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2024 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2023 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2024 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 executive officers (Non-PEO 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.

  92. 2024 Executive Compensation Pay Ratio

    | | Summary Compensation Table Total for Peter Zaffino(1) ($) | Summary Compensation Table Total for Brian Duperreault(1) ($) | Compensation Actually Paid to Peter Zaffino(1),(2),(3) ($) | Compensation Actually Paid to Brian Duperreault(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Accident Year Combined Ratio, as adjusted*(5) (%) | | Year | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 24,638,373 | — | 33,931,497 | — | 6,493,761 | 6,722,095 | 161.81 | 227.67 | (926) | 88.2 | | 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 |

  93. 2024 Executive Compensation Pay Ratio

    (1)Peter Zaffino has been our PEO since March 2021 and was a non-PEO named executive in 2020. Brian Duperreault was our PEO prior to March 2021. Our other NEOs consisted of: Keith Walsh (2024), Charles Fry (2024), Jonathan Hancock (2024), Claude Wade (2023, 2024), Sabra Purtill (2023, 2024), Kevin Hogan (2021, 2022, 2023), Shane Fitzsimons (2022, 2023), Lucy Fato (2020, 2021, 2022, 2023), Mark Lyons (2020, 2021, 2023), David McElroy (2021, 2022, 2023), Doug Dachille (2020, 2021). (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. (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 reflect the amounts from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.

  94. 2024 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 ($) | Compensation Actually Paid to Peter Zaffino ($) | | 2024 | 24,638,373 | 0 | (13,839,931) | 0 | 23,133,055 | 33,931,497 |

  95. 2024 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 6,493,761 | 0 | (2,478,474) | 0 | 2,706,808 | 6,722,095 |

  96. 2024 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.

  97. 2024 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 ($) | Total - Inclusion of Equity Values for Peter Zaffino ($) | | 2024 | 14,318,534 | 8,264,203 | 0 | 550,318 | 0 | 23,133,055 |

  98. 2024 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,531,854 | 98,695 | — | 76,259 | 0 | 2,706,808 |

  99. 2024 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, 2024. 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. (5)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 2024. 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.

  100. 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 Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group.

  101. 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 Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  102. 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 Compensation Actually Paid to our Non-PEO NEOs, and our AYCR, as adjusted*, during the five most recently completed fiscal years.