DEF 14A of American International Group, Inc., Mar 31, 2026

DEF 14A of American International Group, Inc.

Filed Mar 31, 2026 · FY20250000005272-26-000039

Open on EDGAR

  1. Director Nominee Biographies

    Director Nominee Biographies

  2. Director Nominee Biographies

    | | James Cole Jr. | | | | | | 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. CAREER HIGHLIGHTS: The Jasco Group, LLC (investment management firm) —Chairman & Chief Executive Officer, since 2017 U.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 U.S. Department of Transportation —Deputy General Counsel, 2011 to 2014 Wachtell, Lipton, Rosen & Katz —Partner, 2004 to 2011 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —None | | Independent Age: 57 Director Since: 2021 COMMITTEES: nNominating and Corporate Governance (Chair) | |

  3. Director Nominee Biographies

    | | John (Chris) Inglis | | | | | | KEY EXPERIENCE AND QUALIFICATIONS: In light of Mr. Inglis’ 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. CAREER HIGHLIGHTS: Paladin Capital Group (cyber venture capital investment firm) — Senior Strategic Advisor, since 2023 U.S. National Cyber Director, 2021 to 2023 Commissioner, U.S. Cyberspace Solarium Commission, 2019 to 2020 National Security Agency — Deputy Director and Chief Operating Officer, 2006 to 2014 U.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: —Huntington Bancshares Inc., 2016 to 2021 and since 2023 FORMER PUBLIC COMPANY DIRECTORSHIPS: —FedEx Corporation, 2015 to 2021 | | Independent Age: 71 Director Since: 2024 COMMITTEES: nRisk nAudit | |

  4. Director Nominee Biographies

    | | Courtney Leimkuhler | | | | | | 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 re-elected. CAREER HIGHLIGHTS: Springbank Collective (venture capital firm) —Co-Founder and Managing Partner, 2019 to present Marsh & McLennan Companies, Inc. —Chief Financial Officer of Marsh, LLC and other Marsh subsidiaries, 2013 to 2017 New York Stock Exchange Euronext —Head of Corporate Strategy and M&A, 2009 to 2013 —Corporate Development, 2004 to 2005, 2007 to 2009 Goldman Sachs —Various positions, 2001 to 2004 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —None | | Independent Age: 46 Director Since: 2024 COMMITTEES: nRisk | |

  5. Director Nominee Biographies

    | | Linda A. Mills | | | | | | 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. CAREER HIGHLIGHTS: Cadore Group, LLC (management and IT consulting) —CEO & President, 2015 to present Northrop 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 TRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —None FORMER PUBLIC COMPANY DIRECTORSHIPS: —Navient Corporation (non-executive chair), 2014 to 2025 | | Independent Age: 76 Director Since: 2015 COMMITTEES: nCompensation and Management Resources (Chair) nRisk | |

  6. Director Nominee Biographies

    | | Diana M. Murphy | | | | | | 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. CAREER HIGHLIGHTS: Rocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present United States Golf Association —President, 2016 to 2018 —Vice President, 2014 to 2015 —Treasurer, 2013 to 2014 Georgia Research Alliance Venture Fund —Managing Director, 2012 to 2015 Chartwell Capital Management Co., Inc —Managing Director, 1997 to 2007 Tribune 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: —Atlanta Braves Holdings, Inc., since 2023 —Landstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS: —Synovus Financial Corp., 2017 to 2025 —CTS Corporation, 2010-2020 | | Independent Age: 69 Director Since: 2023 COMMITTEES: nCompensation and Management Resources nNominating and Corporate Governance | |

  7. Director Nominee Biographies

    | | Juan R. Perez | | | | | | 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 re-elected. CAREER HIGHLIGHTS: Salesforce.com, Inc. (customer relationship management technology) —CIO Advisor, since 2025 —Executive Vice President and Chief Information Officer, 2022 to 2025 United 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: —Westinghouse Air Brake Technologies Corporation, since 2025 FORMER PUBLIC COMPANY DIRECTORSHIPS: —The Hershey Company, 2019 to 2025 | | Independent Age: 59 Director Since: 2025 COMMITTEES: nCompensation and Management Resources | |

  8. Director Nominee Biographies

    | | Peter R. Porrino | | | | | | KEY EXPERIENCE AND QUALIFICATIONS: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected. CAREER HIGHLIGHTS: XL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 Ernst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 Consolidated International Group —President & Chief Executive Officer, 1998 to 1999 Zurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 Ernst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —None | | Independent Age: 69 Director Since: 2019 COMMITTEES: nAudit (Chair) | |

  9. Director Nominee Biographies

    | | John G. Rice | | | | | | 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. CAREER HIGHLIGHTS: General 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: —Baker Hughes Company, since 2017 | | Lead Independent Director Age: 69 Director Since: 2022 COMMITTEES: nNominating and Corporate Governance | |

  10. Director Nominee Biographies

    | | Vanessa A. Wittman | | | | | | 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. CAREER HIGHLIGHTS: Glossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 Oath Inc. —Chief Financial Officer, 2018 to 2019 Dropbox, Inc. —Chief Financial Officer, 2015 to 2016 Motorola Mobility Holdings, Inc. —Chief Financial Officer, 2012 to 2014 Marsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —Oscar Health, Inc., since 2021 —Booking Holdings Inc., since 2019 | | Independent Age: 58 Director Since: 2023 COMMITTEES: nAudit (Financial Expert) nRisk (Chair) | |

  11. Director Nominee Biographies

    | | Peter Zaffino | | | | | | KEY EXPERIENCE 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. CAREER HIGHLIGHTS: American International Group, Inc. —Chairman (since 2022), Chief Executive Officer (since 2021) and President (2020 to 2026) —Executive Vice President & Global Chief Operating Officer, 2017 to 2021 —Chief Executive Officer, General Insurance, 2017 to 2019 Marsh & 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 GE Capital, 1995 to 2001 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS: —None FORMER PUBLIC COMPANY DIRECTORSHIPS: —Corebridge Financial, Inc. (chair), 2021 to 2024 | | Chairman & Chief Executive Officer Age: 59 Director Since: 2020 | |

  12. Director Nominee Biographies

    | Corporate Governance |

  13. 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 corporate governance framework enables our directors to provide advice, insight and oversight that advances the interests of the Company and our shareholders. We 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 also maintains a comprehensive statement on director expectations which 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.

  14. Corporate Governance Director Compensation

    Corporate Governance Director Compensation Director Compensation

  15. 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 |

  16. 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 directors spend in fulfilling their duties, as well as the varied and complementary skills, experience, viewpoints and backgrounds of our directors.

  17. Corporate Governance Director Compensation

    Corporate Governance Director Compensation

  18. 2025 Independent Director Compensation

    2025 Independent Director Compensation

  19. 2025 Independent Director Compensation

    | Independent Directors During 2025 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Paola Bergamaschi(5) | 98,846 | 184,989 | — | 283,835 | | James Cole, Jr. | 145,000 | 184,989 | 10,000 | 339,989 | | James Dunne III | 125,000 | 184,989 | 10,000 | 319,989 | | John (Chris) Inglis | 125,000 | 184,989 | 10,000 | 319,989 | | Courtney Leimkuhler | 125,000 | 184,989 | — | 309,989 | | Linda A. Mills | 155,000 | 184,989 | 10,000 | 349,989 | | Diana M. Murphy | 125,000 | 184,989 | — | 309,989 | | Juan R. Perez | 107,987 | 228,049 | — | 336,036 | | Peter R. Porrino | 165,000 | 184,989 | 10,000 | 359,989 | | John G. Rice | 385,000 | 184,989 | 10,000 | 579,989 | | Vanessa A. Wittman | 165,000 | 184,989 | 10,000 | 359,989 |

  20. 2025 Independent Director Compensation

    (1)This column represents annual retainer fees, Lead Independent Director retainer fees and committee chair retainer fees, as applicable. For Ms. Bergamaschi, the amount includes a prorated Board retainer fee for her service as a director until her resignation from the Board, effective October 15, 2025. For Mr. Perez, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board, effective February 19, 2025. (2)This column represents the grant date fair value of DSUs granted in 2025 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, 2025, directors had outstanding DSUs as follows: (i) Paola Bergamaschi — 9,843; (ii) James Cole, Jr. — 16,623; (iii) James Dunne III — 7,797; (iv) John Inglis — 5,227; (v) Courtney Leimkuhler — 3,613; (vi) Linda A. Mills — 43,675; (vii) Diana M. Murphy — 9,059; (viii) Juan R. Perez — 2,878; (ix) Peter R. Porrino — 49,442; (x) John G. Rice — 14,590; and (xi) Vanessa A. Wittman — 9,059. (4)This amount includes charitable contributions disbursed during 2025 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)Ms. Bergamaschi resigned from the Board in October 2025.

  21. 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 page 91 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.

  22. Compensation Discussion and Analysis 2026 Incentive Plan Design

    Compensation Discussion and Analysis 2026 Incentive Plan Design 2026 Incentive Plan Design In February 2026, the CMRC approved the design of the 2026 STI and LTI plans, including performance metrics and performance goals. The CMRC selected performance metrics for the incentive plans that are aligned to the Company’s short-term and long-term strategies, using a balanced approach that considers both the Company’s absolute and relative performance and prioritizes simplicity. The CMRC also considered market practices and feedback from shareholders. See page 58 for a description of the CMRC’s process for selecting the performance metrics and goals.

  23. 2026 Short-Term Incentive Plan

    2026 Short-Term Incentive Plan Our 2026 STI plan design reflects three equally weighted performance metrics aligned to delivery on our commitments. Other features of the 2026 STI plan remain the same as 2025. The performance metrics are: nAccident Year Combined Ratio, as adjusted* nDiluted AATI Attributable to AIG Common Shareholders Per Share* nCore Operating ROE* Each metric is evaluated on an absolute basis.

  24. 2026 Long-Term Incentive Plan

    2026 Long-Term Incentive Plan

  25. Design

    Design Our 2026 LTI plan is designed to further align our executives’ interests with the interests of our shareholders. The four equally weighted performance metrics applicable to PSUs granted under the program are aligned to our long-term strategic objectives and include: nRelative Calendar Year Combined Ratio, measured on an annual basis during the three-year performance period as compared to our Business Competitors nGrowth in Adjusted Tangible Book Value per Share* measured on an annual basis during the three-year performance period nImprovement in Diluted AATI Attributable to AIG Common Shareholders Per Share*, measured on a cumulative basis at the end of the three-year performance period nRelative Total Shareholder Return, measured on a cumulative basis at the end of the three-year performance period as compared to our Business Competitors All of these performance metrics other than relative Total Shareholder Return have clearly defined “threshold,” “target,” “stretch,” and “maximum” goals and are aligned to our long-term strategic objectives. For the relative Total Shareholder Return metric, its goals and corresponding contribution to the PSU Earnout Percentage are:

  26. Design

    | TSR Ranking | Contribution to PSU Earnout Percentage | | 1st Place | 200% of its weighting, capped at 100% if Company TSR is negative | | 2nd Place | 175% of its weighting, capped at 100% if Company TSR is negative | | 3rd Place | 150% of its weighting, capped at 100% if Company TSR is negative | | 4th Place | 125% of its weighting, capped at 100% if Company TSR is negative | | 5th or 6th Place | 100% of its weighting | | 7th Place | 75% of its weighting | | 8th Place | 50% of its weighting | | 9th Place | 0% |

  27. Equity Vehicles

    Equity Vehicles The 2026 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 2024 and 2025. The LTI grants for our other named executives are comprised of 50 percent PSUs, 25 percent RSUs and 25 percent stock options.

  28. Compensation Discussion and Analysis 2026 Incentive Plan Design

    Compensation Discussion and Analysis 2026 Incentive Plan Design The stock options and RSUs issued to our named executives 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 are subject to a three-year time horizon, with cliff vesting on January 1, 2029. Managing Compensation Risk 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.

  29. Clawback Policies

    | Clawback Policy | | | 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 | Material financial restatement Award or receipt of covered compensation based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined Failure of risk management, including a supervisory role or material violation of AIG's risk policies An action or omission that results in material financial or reputational harm to AIG Material 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 nThe 12-month time horizon will be extended to a longer period if required by any applicable statute or regulation nDelegate authority to local boards or remuneration committees to administer local regulatory requirements |

  30. Equity Awards Timing Policies and Practices

    Equity Awards Timing Policies and Practices We do not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our option award grants, the CMRC has historically granted such awards on a predetermined annual schedule in February of each year. During 2025, the following stock options were granted within four business days prior to, or one business day following, the filing or furnishing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any nonpublic information:

  31. Equity Awards Timing Policies and Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Share) | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Immediately Following the Disclosure of Material Nonpublic Information (%) | | Peter Zaffino | 2/18/2025 | 223,442 | 75.46 | 4,374,994.36 | 0.02 | | Keith Walsh | 2/18/2025 | 31,920 | 75.46 | 624,993.60 | 0.02 | | Rose Marie Glazer | 2/18/2025 | 31,920 | 75.46 | 624,993.60 | 0.02 | | Jonathan Hancock | 2/18/2025 | 37,445 | 75.46 | 733,173.10 | 0.02 | | Claude Wade | 2/18/2025 | 25,536 | 75.46 | 499,994.88 | 0.02 |

  32. Compensation Discussion and Analysis Compensation and Management Resources Committee Report

    | Name and Principal Position as of December 31, 2025 | 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 | 2025 | 1,500,000 | — | 14,084,855 | 4,374,994 | 12,000,000 | 500,200 | 32,460,049 | | | 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 | | Keith Walsh Executive Vice President, Chief Financial Officer | 2025 | 1,000,000 | 1,250,000(5) | 1,964,266 | 624,994 | 2,600,000 | 94,566 | 7,533,826 | | | 2024 | 200,000 | — | 3,185,056 | — | 2,150,000 | 10,765 | 5,545,821 | | Rose Marie Glazer(4) Executive Vice President & General Counsel | 2025 | 1,000,000 | — | 1,964,266 | 624,994 | 3,000,000 | 75,251 | 6,664,511 | | Jonathan Hancock(4) Executive Vice President, Chief Executive Officer, General Insurance | 2025 | 1,084,793 | — | 2,304,165 | 733,173 | 3,778,426 | 108,495 | 8,009,052 | | | 2024 | 1,023,848 | — | 1,738,710 | 590,484 | 3,250,000 | 57,922 | 6,660,964 | | Claude Wade Executive Vice President & Chief Digital Officer and Global Head of Business Operations & Claims | 2025 | 1,000,000 | — | 1,571,349 | 499,995 | 3,550,000 | 81,506 | 6,702,850 | | | 2024 | 1,000,000 | 1,224,000 | 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 |

  33. 2025 Executive Compensation 2025 Grants of Plan-Based Awards

    2025 Executive Compensation 2025 Grants of Plan-Based Awards 2025 Grants of Plan-Based Awards

  34. 2025 Executive Compensation 2025 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 | | | | | | | | | | | | | 2025 STI | 02/18/2025 | — | 6,000,000 | 12,000,000 | — | — | — | — | — | — | — | | 2025 PSUs | 02/18/2025 | — | — | — | 86,667 | 173,335 | 346,670 | — | — | — | 14,084,855 | | 2025 Options | 02/18/2025 | — | — | — | — | — | — | — | 223,442 | 75.46 | 4,374,994 | | Keith Walsh | | | | | | | | | | | | | 2025 STI | 02/18/2025 | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | 2025 PSUs | 02/18/2025 | — | — | — | 8,254 | 16,508 | 33,016 | — | — | — | 1,341,419 | | 2025 RSUs | 02/18/2025 | — | — | — | — | — | — | 8,254 | — | — | 622,847 | | 2025 Options | 02/18/2025 | — | — | — | — | — | — | — | 31,920 | 75.46 | 624,994 | | Rose Marie Glazer | | | | | | | | | | | | | 2025 STI | 02/18/2025 | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | 2025 PSUs | 02/18/2025 | — | — | — | 8,254 | 16,508 | 33,016 | — | — | — | 1,341,419 | | 2025 RSUs | 02/18/2025 | — | — | — | — | — | — | 8,254 | — | — | 622,847 | | 2025 Options | 02/18/2025 | — | — | — | — | — | — | — | 31,920 | 75.46 | 624,994 | | Jonathan Hancock | | | | | | | | | | | | | 2025 STI | 02/18/2025 | — | 2,122,711 | 4,245,422 | — | — | — | — | — | — | — | | 2025 PSUs | 02/18/2025 | — | — | — | 9,682 | 19,365 | 38,730 | — | — | — | 1,573,561 | | 2025 RSUs | 02/18/2025 | — | — | — | — | — | — | 9,682 | — | — | 730,604 | | 2025 Options | 02/18/2025 | — | — | — | — | — | — | — | 37,445 | 75.46 | 733,173 | | Claude Wade | | | | | | | | | | | | | 2025 STI | 02/18/2025 | — | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | 2025 PSUs | 02/18/2025 | — | — | — | 6,603 | 13,206 | 26,412 | — | — | — | 1,073,087 | | 2025 RSUs | 02/18/2025 | — | — | — | — | — | — | 6,603 | — | — | 498,262 | | 2025 Options | 02/18/2025 | — | — | — | — | — | — | — | 25,536 | 75.46 | 499,995 |

  35. 2025 Executive Compensation 2025 Grants of Plan-Based Awards

    (1)Amounts shown reflect the range of possible cash payouts under the STI Plan for 2025 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 2026, are reflected in the 2025 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the 2025 STI awards, including the applicable performance metrics, please see page 63. For Mr. Hancock, his amounts were converted to US dollars using the December 2025 monthly average FX rate of 1.33925. (2)Amounts shown reflect the potential range of 2025 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 2025-2027 performance period. Results will be certified by the CMRC in the first quarter of 2028. For more information on the 2025 PSUs, including the applicable performance metrics, please see page 75. 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 page 74. 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 page 74 and Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2025.

  36. 2025 Executive Compensation Outstanding Equity Awards at December 31, 2025

    2025 Executive Compensation Outstanding Equity Awards at December 31, 2025 Outstanding Equity Awards at December 31, 2025

  37. 2025 Executive Compensation Outstanding Equity Awards at December 31, 2025

    | | Options Awards(1) | | | | | | 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 | 2025 | — | 223,442 | 75.46 | 2/18/2035 | 2025 PSUs | — | — | 260,002 | 22,243,171 | | | 2024 | 66,514 | 133,029 | 68.13 | 2/20/2034 | 2024 PSUs | — | — | 225,418 | 19,284,509 | | | 2023 | 154,934 | 77,469 | 59.72 | 2/21/2033 | 2023 PSUs | 274,163 | 23,454,644 | | | | | 2022 | 196,048 | — | 61.61 | 2/22/2032 | 2022 Special RSUs | 929,308 | 79,502,299 | | | | | 2021 | 245,726 | — | 44.10 | 2/22/2031 | | | | | | | | 2020 | 251,461 | — | 32.43 | 3/11/2030 | | | | | | | | 2019 | 257,985 | — | 44.28 | 3/18/2029 | | | | | | | | 2018 | 133,256 | — | 55.94 | 3/13/2028 | | | | | | | | | | | | | Total | 1,203,471 | 102,956,943 | 485,420 | 41,527,680 | | Keith Walsh | 2025 | — | 31,920 | 75.46 | 2/18/2035 | 2025 PSUs | — | — | 24,762 | 2,118,389 | | | | | | | | 2025 RSUs | 8,254 | 706,129 | | | | | | | | | | 2024 Equity Buy-Out RSUs | 23,566 | 2,016,071 | | | | | | | | | | 2024 Transition Sign-On RSUs | 2,693 | 230,386 | | | | | | | | | | Total | 34,513 | 2,952,586 | 24,762 | 2,118,389 | | Rose Marie Glazer | 2025 | — | 31,920 | 75.46 | 2/18/2035 | 2025 PSUs | — | — | 24,762 | 2,118,389 | | | 2024 | 11,877 | 23,755 | 68.13 | 2/20/2034 | 2025 RSUs | 8,254 | 706,129 | | | | | 2023 | 13,280 | 6,640 | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 26,835 | 2,295,734 | | | 2022 | 18,237 | — | 61.61 | 2/22/2032 | 2024 RSUs | 5,964 | 510,220 | | | | | 2021 | 3,289 | — | 47.34 | 3/30/2031 | 2023 Special RSUs | 5,071 | 433,824 | | | | | 2021 | 10,683 | — | 44.10 | 2/22/2031 | 2023 PSUs | 15,665 | 1,340,140 | | | | | | | | | | 2023 RSUs | 1,623 | 138,847 | | | | | | | | | | Total | 36,577 | 3,129,160 | 51,597 | 4,414,123 | | Jonathan Hancock | 2025 | — | 37,445 | 75.46 | 2/18/2035 | 2025 PSUs | — | — | 29,047 | 2,484,970 | | | 2024 | 11,221 | 22,444 | 68.13 | 2/20/2034 | 2025 RSUs | 9,682 | 828,295 | | | | | 2023 | 26,572 | 13,286 | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 25,353 | 2,168,949 | | | 2022 | 38,668 | — | 61.61 | 2/22/2032 | 2024 RSUs | 5,634 | 481,988 | | | | | 2021 | 46,559 | — | 44.10 | 2/22/2031 | 2023 PSUs | 15,673 | 1,340,825 | | | | | 2020 | 10,512 | — | 30.71 | 8/13/2030 | 2023 RSUs | 6,490 | 555,219 | | | | | 2020 | 44,148 | — | 29.58 | 7/1/2030 | | | | | | | | | | | | | Total | 37,479 | 3,206,327 | 54,400 | 4,653,919 | | Claude Wade | 2025 | — | 25,536 | 75.46 | 2/18/2035 | 2025 PSUs | — | — | 19,809 | 1,694,659 | | | 2024 | 7,126 | 14,253 | 68.13 | 2/20/2034 | 2025 RSUs | 6,603 | 564,886 | | | | | 2023 | 16,600 | 8,300 | 59.72 | 2/21/2033 | 2024 PSUs | — | — | 16,101 | 1,377,440 | | | 2022 | 22,796 | — | 61.61 | 2/22/2032 | 2024 RSUs | 3,578 | 306,097 | | | | | | | | | | 2023 PSUs | 19,582 | 1,675,240 | | | | | | | | | | 2023 RSUs | 2,027 | 173,409 | | | | | | | | | | Total | 31,790 | 2,719,632 | 35,910 | 3,072,099 |

  38. 2025 Executive Compensation Outstanding Equity Awards at December 31, 2025

    2025 Executive Compensation Outstanding Equity Awards at December 31, 2025 (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, have a ten-year term from the date of grant. All of the stock options granted in 2025 vested as to one-third on February 18, 2026 and will vest as to the remaining thirds on February 18, 2027 and February 18, 2028. All of the stock options granted in 2024 vested as to one-thirds on each of February 20, 2025 and February 20, 2026, and will vest as to the remaining third on February 20, 2027. All of the stock options granted in 2023 were fully vested as of 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 2023 PSUs vested on January 1, 2026 and are reported as earned as determined by the CMRC in the first quarter of 2026. Please see page 78. All 2025 and 2024 PSUs are shown at stretch payout. Whether the 2025 or 2024 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 2025 and 2024 PSUs (and related dividend equivalent rights) will vest on January 1, 2028 and January 1, 2027, 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 than Mr. Zaffino's Special RSUs. The 2025 RSUs will vest as to one-third on each of February 18, 2026, February 18, 2027 and February 18, 2028. The 2024 RSUs vested as to one-third on February 20, 2025, with the remaining RSUs vesting as to one-third each on 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. The 2022 Special RSUs reflect a grant to Mr. Zaffino that will cliff vest on November 10, 2027 or in the event of his retirement as per the terms of his 2022 employment agreement. For a description of Mr. Zaffino’s employment agreement, please see page 92. Mr. Walsh’s 2024 Equity Buy-Out RSUs have vested as follows: 13,466 on October 21, 2025 and 12,456 on February 1, 2026 with 11,110 RSUs vesting on February 1, 2027. Mr. Walsh’s 2024 Transition Sign-On RSUs vested as to one-third on October 21, 2025 and will vest as to one-third on each of October 21, 2026 and October 21, 2027. Ms. Glazer’s 2023 special RSUs vested as to one-third on December 15, 2024 and December 15, 2025, and the remaining one-third will vest on December 15, 2026. (3)Based on the closing price of our common stock on the NYSE on December 31, 2025 of $85.55.

  39. 2025 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2025

    2025 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2025 Option Exercises and Vesting of Stock-Based Awards During 2025

  40. 2025 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2025

    | | 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 | — | — | 292,733 | 21,747,280 | | Keith Walsh | — | — | 14,812 | 1,160,965 | | Rose Marie Glazer | 34,954 | 1,466,418 | 28,958 | 2,205,827 | | Jonathan Hancock | — | — | 35,005 | 2,626,842 | | Claude Wade | — | — | 27,923 | 2,062,647 |

  41. 2025 Executive Compensation Option Exercises and Vesting of Stock-Based Awards During 2025

    (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)For Mr. Walsh, represents Transition Sign-On and Equity Buy-Out RSUs that vested in October 2025. For all other named executives, represents the 2022 PSUs that vested in January 2025, and the third and final tranche of the 2022 RSUs, second tranche of the 2023 RSUs and first tranche of the 2024 RSUs that vested in February 2025. For Mr. Zaffino only, also includes the third and final tranche of a special RSU award made in 2020 (and related dividend equivalent units) that vested in December 2025. For Ms. Glazer only, also includes the second tranche of special RSUs that vested in December 2025. 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 on page 52. Mr. Zaffino’s employment agreement provides for specific payments and benefits upon a termination of his employment.

  42. 2025 Executive Compensation Pay Ratio

    2025 Executive Compensation Pay Ratio Pay Ratio The 2025 annual total compensation of the median employee identified by us (as described below) was $93,766, and Mr. Zaffino’s annualized 2025 total compensation for his role as Chief Executive Officer during 2025 was $32,460,049. Accordingly, our estimated 2025 pay ratio was 1 to 346. 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. We continue to use our median employee identified as of December 9, 2024 because there has not been any change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2025 annual total compensation for both our median employee and Mr. Zaffino using the same methodology that we use to determine our named executives' 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 amounts in the table below do not reflect the actual amount of compensation earned or paid to our named executives, and the CMRC did not consider these amounts when making its incentive compensation decisions.

  43. 2025 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 ($) | Peer Group TSR ($) | | | | 2025 | 32,460,049 | — | 67,983,800 | — | 6,915,060 | 8,606,869 | 253.09 | 234.32 | 3,097 | 88.3 | | 2024 | 24,638,373 | — | 33,931,497 | — | 6,493,761 | 6,722,095 | 210.84 | 212.86 | (926) | 88.2 | | 2023 | 24,617,936 | — | 38,715,733 | — | 8,096,539 | 6,186,239 | 192.10 | 157.12 | 3,878 | 87.7 | | 2022 | 75,314,199 | — | 90,844,101 | — | 9,077,342 | 12,293,363 | 175.08 | 141.79 | 11,273 | 88.7 | | 2021 | 21,905,220 | 13,969,537 | 52,445,392 | 45,269,700 | 10,476,911 | 20,741,560 | 153.92 | 119.28 | 10,906 | 91.0 |

  44. 2025 Executive Compensation Pay Ratio

    (1)Peter Zaffino has been our PEO since March 2021. Brian Duperreault was our PEO prior to March 2021. Our other NEOs consisted of: Keith Walsh (2024, 2025), Jonathan Hancock (2024, 2025), Claude Wade (2023, 2024, 2025), Rose Marie Glazer (2025), Charles Fry (2024), Sabra Purtill (2023, 2024), Kevin Hogan (2021, 2022, 2023), Shane Fitzsimons (2022, 2023), Lucy Fato (2021, 2022, 2023), Mark Lyons (2021, 2023), David McElroy (2021, 2022, 2023), Doug Dachille (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.

  45. 2025 Executive Compensation Pay Ratio

    | Year | Summary Compensation Table Total for Peter Zaffino ($) | Exclusion of Stock Awards and Option Awards for Peter Zaffino ($) | Inclusion of Equity Values for Peter Zaffino ($) | Compensation Actually Paid to Peter Zaffino ($) | | 2025 | 32,460,049 | (18,459,849) | 53,983,600 | 67,983,800 |

  46. 2025 Executive Compensation Pay Versus Performance

    2025 Executive Compensation Pay Versus Performance

  47. 2025 Executive Compensation Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 6,915,060 | (2,571,801) | 4,263,610 | 8,606,869 |

  48. 2025 Executive Compensation Pay Versus Performance

    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.

  49. 2025 Executive Compensation Pay Versus Performance

    | 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 ($) | Total - Inclusion of Equity Values for Peter Zaffino ($) | | 2025 | 20,941,570 | 32,134,363 | 0 | 907,667 | 0 | 53,983,600 |

  50. 2025 Executive Compensation Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,931,361 | 1,239,149 | 0 | 93,100 | 0 | 4,263,610 |

  51. 2025 Executive Compensation Pay Versus Performance

    (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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025. 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.

  52. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Financial Performance Measures

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Financial Performance Measures The following charts set forth the relationship between Compensation Actually Paid (CAP) to our PEO, the Average CAP to our Non-PEO NEOs, with the following three measures of financial performance, against the five most recently completed fiscal years: nthe cumulative TSR for the Company and the Peer Group nour Net Income nour Company-selected measure, AYCR, as adjusted*

  53. 2025 Executive Compensation Pay Versus Performance

    2025 Executive Compensation Pay Versus Performance