DEF 14A of American International Group, Inc., Mar 31, 2020

DEF 14A of American International Group, Inc.

Filed Mar 31, 2020 · FY20190001104659-20-041186

Open on EDGAR

  1. KEY QUALIFICATIONS OF OUR INDEPENDENT DIRECTOR NOMINEES

    KEY QUALIFICATIONS OF OUR INDEPENDENT DIRECTOR NOMINEES

  2. KEY QUALIFICATIONS OF OUR INDEPENDENT DIRECTOR NOMINEES

    | DIVERSITY OF INDEPENDENT DIRECTOR NOMINEE SKILLS AND EXPERIENCE | | |

  3. INDEPENDENT DIRECTOR NOMINEE TENURE

    INDEPENDENT DIRECTOR NOMINEE TENURE

  4. INDEPENDENT DIRECTOR NOMINEE DIVERSITY

    INDEPENDENT DIRECTOR NOMINEE DIVERSITY

  5. STRONG CORPORATE GOVERNANCE PRACTICES

    STRONG CORPORATE GOVERNANCE PRACTICES

  6. STRONG CORPORATE GOVERNANCE PRACTICES

    | Independence | • All directors are independent (except CEO) • Independent Chair role and duties are clearly defined | | Board Effectiveness and Accountability | • Directors are elected annually by a majority of votes cast (in uncontested elections) • Directors’ interests are aligned with those of our shareholders through robust stock ownership requirements • The Board, through the Nominating and Corporate Governance Committee, conducts annual evaluations of the Board and individual directors, and all Board Committees conduct annual self-evaluations • No director attending less than 75 percent of meetings for two consecutive years will be re-nominated • Directors generally may not stand for election after reaching age 75 • All directors may contribute to the agenda for Board meetings • Board Committee Chairs generally do not serve longer than a five-year term • The Board, through its Nominating and Corporate Governance Committee, oversees sustainability and corporate social responsibility matters | | Shareholder Rights | • AIG’s By-laws include a proxy access right for shareholders • AIG’s By-laws provide shareholders the ability to call a special meeting at appropriate levels • AIG has an extensive shareholder engagement program with independent director participation |

  7. STRONG CORPORATE GOVERNANCE PRACTICES

    | Proposal 1— Election of Directors | What am I voting on? We are asking shareholders to elect twelve directors to hold office until the next annual election. Voting Recommendation ✔ FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of AIG’s business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills and experiences, as summarized on page 8 and below. |

  8. STRONG CORPORATE GOVERNANCE PRACTICES

    | • Twelve director nominees • All independent other than CEO • Elected by majority of votes cast • One-year terms |

  9. STRONG CORPORATE GOVERNANCE PRACTICES

    AIG’s Board currently consists of thirteen directors. All directors serve a one-year term. Ms. Nora Johnson has informed AIG that she will not be standing for re-election to the Board at the Annual Meeting. The Board would like to thank Ms. Nora Johnson, whose term will end at the Annual Meeting, for her service and valuable contribution as a director. We are asking our shareholders to re-elect the remaining twelve directors at the Annual Meeting, to hold office until the next annual election and until their successors are duly elected and qualified or their earlier resignation. It is the intention of the persons named in the accompanying form of proxy to vote for the election of the nominees. All of the nominees are currently members of AIG’s Board. It is not expected that any of the nominees will become unavailable for election as a director, but if any should become unavailable prior to the Annual Meeting, proxies will be voted for such other persons as the persons named in the accompanying form of proxy may determine in their discretion. Alternatively, the Board may reduce its size. Directors will be elected by a majority of the votes cast by the shareholders of AIG’s common stock, which votes cast are either “for” or “against” election. Pursuant to AIG’s By-laws and Corporate Governance Guidelines, each nominee has submitted to the Board an irrevocable resignation from the Board that would become effective upon (1) the failure of such nominee to receive the required vote at the shareholder meeting and (2) Board acceptance of such resignation. In the event that a nominee fails to receive the required vote, AIG’s Nominating and Corporate Governance Committee will then make a recommendation to the Board on the action to be taken with respect to the resignation. The Board will accept such resignation unless the Nominating and Corporate Governance Committee recommends, and the Board determines, that the best interests of AIG and its shareholders would not be served by doing so. Below are biographies of each of the nominees for director, including the principal occupation or affiliation and public company directorships held by each nominee during the past five years. We believe our director nominees have the right mix of skills and background to provide strategic guidance to AIG as we continue our journey focused on operational excellence. For additional details on the Board’s approach to Board composition and refreshment, see “Corporate Governance—Board Composition and Refreshment.”

  10. RECOMMENDATION

    RECOMMENDATION Your Board of Directors unanimously recommends a vote FOR this resolution.

  11. RECOMMENDATION

    | Director since: 2011 Age: 72 Committees: • Compensation and Management Resources (Chair) • Nominating and Corporate Governance Other Directorships: • Current: Natura &Co Holding S.A. (formerly Avon Products, Inc.); Pfizer Inc. | W. DON CORNWELL Former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation CAREER HIGHLIGHTS Mr. Cornwell is the former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation, which he founded in 1988, serving from 1988 until his retirement in August 2009, and Vice Chairman until December 2009. Mr. Cornwell spent 17 years at Goldman, Sachs & Co. where he served as Chief Operating Officer of the Corporate Finance Department from 1980 to 1988 and Vice President of the Investment Banking Division from 1976 to 1988. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Cornwell’s experience in finance and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Cornwell should be re-elected to the Board. |

  12. RECOMMENDATION

    | Director since: 2017 Age: 72 Other Directorships: • Former (past 5 years): Johnson Controls International plc (formerly Tyco International, plc) | BRIAN DUPERREAULT Chief Executive Officer of AIG CAREER HIGHLIGHTS Mr. Duperreault has been AIG’s Chief Executive Officer since May 2017, when he also joined the Board of Directors. He also served as AIG’s President from May 2017 until January 2020. Previously, Mr. Duperreault was the Chief Executive Officer of Hamilton Insurance Group, Ltd. (Hamilton), a Bermuda-based holding company of property and casualty insurance and reinsurance operations in Bermuda, the U.S. and the U.K., from December 2013 to May 2017, and served as Chairman of Hamilton from February 2016 to May 2017. He served as President and Chief Executive Officer of Marsh & McLennan Companies, Inc. from February 2008 until his retirement in December 2012. Before joining Marsh & McLennan Companies, he served as non-executive Chairman of ACE Limited from 2006 until 2008, as Chairman of the Board from 2004 to 2006, as Chairman and Chief Executive Officer from 1999 to 2004, and as Chairman, President and Chief Executive Officer from 1994 to 1999. Prior to joining ACE, Mr. Duperreault served in various senior executive positions with AIG and its affiliates from 1973 to 1994. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Duperreault’s deep experience in the insurance industry, his history with AIG and his management of large, complex, international institutions, AIG’s Board has concluded that Mr. Duperreault should be re-elected to the Board. |

  13. RECOMMENDATION

    | Director since: 2011 Age: 63 Committees: • Audit • Technology Other Directorships: • None | JOHN H. FITZPATRICK Former Secretary General of The Geneva Association; Former Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services of Swiss Re CAREER HIGHLIGHTS Mr. Fitzpatrick has been Chairman of Oak Street Management Co., LLC, an insurance/management consulting company, and Oak Family Advisors, LLC, a registered investment advisor, since 2010. He was Chairman of White Oak Global Advisors LLC, an asset management firm lending to small and medium sized companies, from September 2015 to September 2017. In 2014, Mr. Fitzpatrick completed a two-year term as Secretary General of The Geneva Association. From 2006 to 2010, he was a partner at Pension Corporation and a director of Pension Insurance Corporation Ltd. From 1998 to 2006, Mr. Fitzpatrick was a member of Swiss Re’s Executive Board Committee and served at Swiss Re as Chief Financial Officer, Head of the Life and Health Reinsurance Business Group and Head of Financial Services. From 1996 to 1998, Mr. Fitzpatrick was a partner in insurance private equity firms sponsored by Zurich Financial Services, Credit Suisse and Swiss Re. From 1990 to 1996, Mr. Fitzpatrick served as the Chief Financial Officer and a Director of Kemper Corporation. Mr. Fitzpatrick is a Certified Public Accountant and a Chartered Financial Analyst. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Fitzpatrick’s broad experience in the insurance and reinsurance industry, as well as his professional experience in insurance policy and regulation, AIG’s Board has concluded that Mr. Fitzpatrick should be re-elected to the Board. |

  14. RECOMMENDATION

    | Director since: 2013 Age: 68 Committees: • Audit (Chair) • Risk and Capital Other Directorships: • Current: Lamb Weston Holdings, Inc. • Former (past 5 years): Conagra Foods, Inc. | WILLIAM G. JURGENSEN Former Chief Executive Officer of Nationwide Insurance CAREER HIGHLIGHTS Mr. Jurgensen is the former Chief Executive Officer of Nationwide Mutual Insurance Company and Nationwide Financial Services, Inc., serving from May 2000 to February 2009. During this time, he also served as director and Chief Executive Officer of several other companies within the Nationwide enterprise. Prior to his time in the insurance industry, he spent 27 years in the commercial banking industry. Before joining Nationwide, Mr. Jurgensen was an Executive Vice President with BankOne Corporation (now a part of JPMorgan Chase & Co.) where he was responsible for corporate banking products, including capital markets, international banking and cash management. He managed the merger integration between First Chicago Corporation and NBD Bancorp, Inc. and later was Chief Executive Officer for First Card, First Chicago’s credit card subsidiary. At First Chicago, he was responsible for retail banking and began his career there as Chief Financial Officer in 1990. Mr. Jurgensen started his banking career at Norwest Corporation (now a part of Wells Fargo & Company) in 1973. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Jurgensen’s experience in insurance, financial services and his executive experience managing a large, complex, institution, AIG’s Board has concluded that Mr. Jurgensen should be re-elected to the Board. |

  15. RECOMMENDATION

    | Director since: 2009 Age: 62 Committees: • Nominating and Corporate Governance (Chair) • Risk and Capital • Technology Other Directorships: • Current: Tenet Healthcare Corporation • Former (past 5 years): Federal Home Loan Mortgage Corporation | CHRISTOPHER S. LYNCH Former National Partner in Charge of Financial Services of KPMG LLP CAREER HIGHLIGHTS Mr. Lynch has been an independent consultant since 2007, providing a variety of services to public and privately held companies, including enterprise strategy, corporate restructuring, risk management, governance, financial accounting and regulatory reporting, and troubled-asset management. Prior to that, Mr. Lynch was the former National Partner in Charge of KPMG LLP’s Financial Services Line of Business. He held a variety of positions with KPMG over his 29-year career, including chairing KPMG’s Americas Financial Services Leadership team and being a member of the Global Financial Services Leadership and the U.S. Industries Leadership teams. Mr. Lynch was an audit signing partner under Sarbanes-Oxley and served as lead or client service partner for some of KPMG’s largest financial services clients. He also served as a Partner in KPMG’s National Department of Professional Practice and as a Practice Fellow at the Financial Accounting Standards Board. Mr. Lynch is a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors and a former member of the Advisory Board of the Stanford Institute for Economic Policy Research. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Lynch’s experience in finance, accounting and risk management and strategic business transformations, as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Lynch should be re-elected to the Board. |

  16. RECOMMENDATION

    | Director since: 2010 Age: 74 Committees: • Compensation and Management Resources • Technology Other Directorships: • Current: The Interpublic Group of Companies, Inc. • Former (past 5 years): Ally Financial Inc. | HENRY S. MILLER Chairman of Marblegate Asset Management, LLC; Former Chairman and Managing Director of Miller Buckfire & Co., LLC CAREER HIGHLIGHTS Mr. Miller co-founded and has been Chairman of Marblegate Asset Management, LLC, a credit investment firm, since 2009. Mr. Miller was co-founder, Chairman and a Managing Director of Miller Buckfire & Co., LLC, an investment bank, from 2002 to 2011 and Chief Executive Officer from 2002 to 2009. Prior to founding Miller Buckfire & Co., LLC, Mr. Miller was Vice Chairman and a Managing Director at Dresdner Kleinwort Wasserstein and its predecessor company Wasserstein Perella & Co., where he served as the global head of the firm’s financial restructuring group. Prior to that, Mr. Miller was a Managing Director and Head of both the Restructuring Group and Transportation Industry Group of Salomon Brothers Inc. From 1989 to 1992, Mr. Miller was a managing director and, from 1990 to 1992, co-head of investment banking at Prudential Securities. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Miller’s experience in strategic business transformations as well as his professional experience across the financial services industry, AIG’s Board has concluded that Mr. Miller should be re-elected to the Board. |

  17. RECOMMENDATION

    | Director since: 2015 Age: 70 Committees: • Technology (Chair) • Audit • Compensation and Management Resources Other Directorships: • Current: Navient Corporation | LINDA A. MILLS Former Corporate Vice President of Operations of Northrop Grumman Corporation CAREER HIGHLIGHTS Ms. Mills is the former Corporate Vice President of Operations for Northrop Grumman Corporation, with responsibility for operations, including risk management, engineering and information technology. During her 12 years with Northrop Grumman, from 2002 to 2014, Ms. Mills held a number of operational positions, including Corporate Vice President and President of Information Systems and Information Technology sectors; President of the Civilian Agencies Group; and Vice President of Operations and Process in the firm’s Information Technology Sector. Prior to joining Northrop Grumman, Ms. Mills was Vice President of Information Systems and Processes at TRW, Inc. She began her career as an engineer at Bell Laboratories, Inc. KEY EXPERIENCE AND QUALIFICATIONS In light of Ms. Mills’ in-depth experience with large and complex, international operations, risk management, information technology and cybersecurity, and her success in managing a significant line of business at Northrop Grumman, AIG’s Board has concluded that Ms. Mills should be re-elected to the Board. |

  18. RECOMMENDATION

    | Director since: 2019 Age: 71 Committees: • Compensation and Management Resources • Risk and Capital Other Directorships: • Former (past 5 years): CNA Financial Group; Verisk Analytics, Inc. | THOMAS F. MOTAMED Former Chairman and Chief Executive Officer of CNA Financial Corporation CAREER HIGHLIGHTS Mr. Motamed was Chairman and Chief Executive Officer of CNA Financial Corporation, an insurance holding company, from 2009 to 2016. Prior to CNA, Mr. Motamed spent 31 years at The Chubb Corporation, an insurance company, where he began his career as a claims trainee and rose to Vice Chairman and Chief Operating Officer. He is a past Chairman of the Insurance Information Institute and is Chair Emeritus for Adelphi University. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Motamed’s deep experience in the insurance industry, risk management and management of insurance organizations, AIG’s Board has concluded that Mr. Motamed should be re-elected to the Board. |

  19. RECOMMENDATION

    | Director since: 2019 Age: 63 Committees: • Audit • Risk and Capital Other Directorships: • None | PETER R. PORRINO Former Executive Vice President and Chief Financial Officer of XL Group Ltd CAREER HIGHLIGHTS Mr. Porrino is the former Executive Vice President and Chief Financial Officer of XL Group Ltd, a global insurance and reinsurance company, a role which he held from 2011 to 2017. He was Senior Advisor to the Chief Executive Officer at XL Group from 2017 to 2018. Prior to joining XL Group, Mr. Porrino served as the Global Insurance Industry Leader at Ernst & Young LLP from 1999 through 2011, where he was responsible for Ernst & Young’s Americas and Global insurance industry practices and served as the lead partner on Ernst & Young’s largest insurance account until his departure. Prior to Ernst & Young, Mr. Porrino served as President and Chief Executive Officer of Consolidated International Group and as Chief Financial Officer and Chief Operating Officer of Zurich Re Centre, a subsidiary of Zurich Insurance Group focused on property and casualty reinsurance. Mr. Porrino began his career as an auditor at Ernst & Young. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Porrino’s considerable professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, AIG’s Board has concluded that Mr. Porrino should be re-elected to the Board. |

  20. RECOMMENDATION

    | Director since: 2019 Age: 57 Committees: • Audit • Nominating and Corporate Governance • Technology Other Directorships: • None | AMY L. SCHIOLDAGER Former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc. CAREER HIGHLIGHTS Ms. Schioldager is the former Senior Managing Director and Global Head of Beta Strategies at BlackRock, Inc., a global investment management corporation. In this role, which she held from 2006 to 2017, Ms. Schioldager was responsible for managing the Index Equity business across seven global offices. During her more than 25 years at BlackRock, Ms. Schioldager held various other leadership positions and also served as a member of the Global Executive Committee from 2012 to 2017 and Vice Chair of the Corporate Governance Committee from 2008 to 2015. She also founded and led BlackRock’s Women’s Initiative. Ms. Schioldager began her career as a fund accountant at Wells Fargo Investment Advisors. KEY EXPERIENCE AND QUALIFICATIONS In light of Ms. Schioldager’s experience in corporate governance and managing international organizations, as well as her professional experience in investments, asset management and across the financial services industry, AIG’s Board has concluded that Ms. Schioldager should be re-elected to the Board. |

  21. RECOMMENDATION

    | Director since: 2009 Age: 68 Committees: • As Independent Chair, Mr. Steenland is an ex-officio, non-voting member of all Board committees Other Directorships: • Current: Hilton Worldwide Holdings Inc. • Former (past 5 years): International Lease Finance Corporation; Digital River, Inc.; Performance Food Group Company; Travelport Worldwide Limited | DOUGLAS M. STEENLAND Former President and Chief Executive Officer of Northwest Airlines Corporation CAREER HIGHLIGHTS Mr. Steenland is the former Chief Executive Officer of Northwest Airlines Corporation, serving from 2004 to 2008, and President, serving from 2001 to 2004. Prior to that, he served in a number of Northwest Airlines executive positions after joining Northwest Airlines in 1991, including Executive Vice President, Chief Corporate Officer and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to joining Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Steenland’s experience in managing large, complex, international institutions and his experience in strategic business transformations, AIG’s Board has concluded that Mr. Steenland should be re-elected to the Board. |

  22. RECOMMENDATION

    | Director since: 2019 Age: 63 Committees: • Compensation and Management Resources • Risk and Capital Other Directorships: • Current: Verisk Analytics, Inc.; West Bancorporation, Inc. • Former (past 5 years): Validus Holdings, Ltd. | THERESE M. VAUGHAN Former Chief Executive Officer of the National Association of Insurance Commissioners; Executive in Residence and Former Visiting Distinguished Professor and Dean of the College of Business and Public Administration at Drake University CAREER HIGHLIGHTS Ms. Vaughan is currently an Executive in Residence at Drake University, where she was previously the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science from 2017 to 2019 and served as the Dean of the College of Business and Public Administration from 2014 to 2017. From 2009 to 2012, she served as the Chief Executive Officer of the National Association of Insurance Commissioners (NAIC). During her time at NAIC, Ms. Vaughan also served as a member of the Executive Committee of the International Association of Insurance Supervisors and the steering committee for the U.S./E.U. Insurance Dialogue Project. In 2012, she chaired the Joint Forum, a Basel, Switzerland-based group of banking, insurance, and securities supervisors. Additionally, Ms. Vaughan was the first female Insurance Commissioner for the State of Iowa, a role which she held for over ten years. KEY EXPERIENCE AND QUALIFICATIONS In light of Ms. Vaughan’s considerable experience in the insurance industry as well as her professional experience in insurance regulation, education, research and corporate governance, AIG’s Board has concluded that Ms. Vaughan should be re-elected to the Board. |

  23. RECOMMENDATION

    Corporate Governance OUR CORPORATE GOVERNANCE PRACTICES

  24. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  25. COMPENSATION OF DIRECTORS

    | Highlights of our Director Compensation Program | | • No fees for Board meeting attendance • Emphasis on equity, further aligning director interests with shareholders • Formulaic annual equity grants with immediate vesting to support independence • Benchmarking against peers with advice from independent compensation consultant |

  26. COMPENSATION OF DIRECTORS

    The following table describes the compensation structure for AIG’s independent directors in 2019.

  27. 2019 INDEPENDENT DIRECTOR COMPENSATION

    2019 INDEPENDENT DIRECTOR COMPENSATION

  28. 2019 INDEPENDENT DIRECTOR COMPENSATION

    | Independent Members of the Board in 2019 | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | W. Don Cornwell | $155,000 | $169,995 | $10,000 | $334,995 | | John H. Fitzpatrick | $140,385 | $169,995 | $0 | $310,380 | | William G. Jurgensen | $165,000 | $169,995 | $20,000 | $354,995 | | Christopher S. Lynch | $145,000 | $169,995 | $0 | $314,995 | | Henry S. Miller | $125,000 | $169,995 | $10,000 | $304,995 | | Linda A. Mills | $137,308 | $169,995 | $20,000 | $327,303 | | Thomas F. Motamed | $120,192 | $169,995 | $0 | $290,187 | | Suzanne Nora Johnson | $149,615 | $169,995 | $10,000 | $329,610 | | Peter R. Porrino | $76,923 | $169,995 | $0 | $246,918 | | Ronald A. Rittenmeyer | $55,769 | $0 | $0 | $55,769 | | Amy L. Schioldager | $76,923 | $169,995 | $0 | $246,918 | | Douglas M. Steenland | $385,000 | $169,995 | $0 | $554,995 | | Theresa M. Stone | $48,077 | $0 | $20,000 | $68,077 | | Therese M. Vaughan | $76,923 | $169,995 | $0 | $246,918 |

  29. 2019 INDEPENDENT DIRECTOR COMPENSATION

    (1) This column represents annual retainer fees, Independent Chair retainer fees and Committee Chair retainer fees. For Mr. Fitzpatrick, the amount includes a prorated Committee Chair retainer fee for his service as Chair of the Risk and Capital Committee until the date of the 2019 Annual Meeting. For Ms. Mills, the amount includes a prorated Committee Chair retainer fee for her service as Chair of the Technology Committee, effective as of the date of the 2019 Annual Meeting. For Mr. Motamed, the amount includes a prorated annual retainer fee for his service as director beginning January 15, 2019. For Mr. Porrino and Mss. Schioldager and Vaughan, the amounts include a prorated annual retainer fee for their service as directors from the date of the 2019 Annual Meeting. For Ms. Nora Johnson, the amount includes a prorated Committee Chair retainer fee for her service as Chair of the Risk and Capital Committee, effective as of the date of the 2019 Annual Meeting. For Mr. Rittenmeyer and Ms. Stone, the amounts include prorated annual retainer fees for their service as directors until the date of the 2019 Annual Meeting. For Mr. Rittenmeyer, the amount does not include (i) $997,755, which represents the value of shares of AIG common stock delivered when he ceased to be a member of the Board as of the 2019 Annual Meeting in accordance with the terms of DSUs previously granted; and (ii) $6,883, which represents a cash payment with respect to warrant equivalents granted to him related to DSUs granted prior to the warrant distribution. For Ms. Stone, the amount does not include $1,624,996, which represents the value of shares of AIG common stock delivered when she ceased to be a member of the Board as of the 2019 Annual Meeting in accordance with the terms of DSUs previously granted. (2) This column represents the grant date fair value of DSUs granted in 2019 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG common stock on the date of grant. (3) This column represents charitable contributions disbursed by AIG during 2019 under AIG’s Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per independent director annually. For Messrs. Cornwell, Jurgensen and Miller and Mss. Mills, Nora Johnson and Stone, the amounts include certain charitable contributions previously disclosed in AIG’s 2019 Proxy Statement as AIG previously disclosed charitable contributions based on program year rather than disbursement year. Corporate Governance CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE The following table sets forth information with respect to the stock awards outstanding at December 31, 2019 for the independent directors of AIG during 2019. None of the independent directors hold option awards.

  30. OUR COMPENSATION DISCUSSION AND ANALYSIS AT A GLANCE

    | Named Executives | 42 | | Executive Summary | 43 | | AIG’s Journey | 2019 Performance Highlights | Shareholder Engagement | Overview of 2019 Compensation Program and Decisions | Alignment of Pay with Shareholder Experience | | | AIG’s Journey | 48 | | AIG’s Journey and Aligning Compensation with Strategy | 2019 Performance Highlights | | | Shareholder Engagement | 50 | | Our Approach | Our Response to Shareholder Feedback on Executive Compensation | | | Compensation Design | 52 | | Our Philosophy | Compensation Best Practices | Balanced Compensation Framework | Use of Market Data | | | 2019 Compensation Decisions and Outcomes | 56 | | 2019 Target Direct Compensation | 2019 Base Salary | 2019 Short-Term Incentive Awards | 2019 Long-Term Incentive Awards | Assessment of 2017 Performance Share Units | Long-Term Incentive Award History | Indirect Elements of Compensation | | | Compensation Governance | 76 | | Role of the CMRC | The Annual Process | Compensation Risk | | | Additional Information | 79 | | Use of Non-GAAP Financial Metrics | Tax and Accounting Considerations | |

  31. Overview of 2019 Compensation Program and Decisions

    | • CEO base salary and STI bonus target unchanged since appointment • No modifier applied to CEO 2019 target LTI opportunity |

  32. Overview of 2019 Compensation Program and Decisions

    | 2019 Compensation Component | Duperreault | Lyons | Zaffino | Dachille | Hogan | | Target compensation, informed by market practices in our peer group | | | | | | | Base Salary | $1,600,000 | $1,000,000 | $1,400,000 | $1,250,000 | $1,250,000 | | Target STI | $3,200,000 | $1,700,000 | $3,000,000 | $2,500,000 | $2,250,000 | | Target LTI | $11,200,000 | $3,300,000 | $5,600,000 | $4,250,000 | $4,000,000 | | Target Direct Compensation | $16,000,000 | $6,000,000 | $10,000,000 | $8,000,000 | $7,500,000 | | Compensation decisions, informed by target compensation and business and individual performance | | | | | | | 2019 STI Percent of Target Earned (Business Score x Individual Score) | 185% | 172% | 200% | 181% | 113% | | 2019 Actual STI Award | $5,920,000 | $2,924,000 | $6,000,000 | $4,525,000 | $2,542,500 | | 2019 LTI Individual Modifier | — | 112% | 150% | 108% | — | | 2019 Target LTI Grant | $11,200,000 | $3,700,000 | $8,400,000 | $4,600,000 | $4,000,000 |

  33. Overview of 2019 Compensation Program and Decisions

    • Above Target (101%-150% payout) • Target (100% payout) • Threshold (50%-99% payout) ◦ Below Threshold (0% payout) (1) We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. (2) AIG measures Calendar Year Combined Ratio relative to peers based on the weighted average (based on net premiums earned) Calendar Year Combined Ratio of the General Insurance Peer Group. See “—Compensation Design—Use of Market Data” on page 55 for detail on the General Insurance Peer Group used for this performance metric. (3) AIG measures portfolio performance relative to a benchmark based on the estimated return of peers net of risk, taxes, expenses and the risk-free rate. Peer-based benchmarks are constructed and comprised of individual asset-class benchmarks weighted at peer-group asset allocations based on statutory filings. (4) Represents the weighted average of quantitative performance scores for the following business units, calculated based on 2019 budgeted attributed common equity: General Insurance (46.5%), Life and Retirement (36.9%) and Fortitude (16.6%): (46.5% x 144%) + (36.9% x 113%) + (16.6% x 123%) = 129%. Long-term incentive modifiers applied to LTI grants made in March 2019 ranged from 100% (i.e., no adjustment) for Messrs. Duperreault and Hogan to 150% for Mr. Zaffino. In determining whether to modify the LTI grant value from the target value, the CMRC considered the complexity of expected contributions of the named executives over the three-year performance period and, particularly in 2019, where some named executives held more than one role within AIG. Additional information on target compensation and the decisions made regarding performance outcomes and LTI award individual modifiers can be found under “—2019 Compensation Decisions and Outcomes,” beginning on page 56.

  34. Alignment of Pay with Shareholder Experience

    | • Performance-based equity awards made to CEO through 2018 valued at 20% of target • Average aggregate realized value of performance-based equity awards made to named executives from 2015-2018 of 18.2% |

  35. Alignment of Pay with Shareholder Experience

    Our executive compensation program aligns pay with performance, as demonstrated through a compensation framework where 90% of our Chief Executive Officer’s annual target total direct compensation is variable or “at-risk.” We also seek to align pay with shareholder experience by employing metrics and vehicles that reward both in-year delivered performance and leading performance indicators critical to long-term success. For example, despite the strong performance delivered in 2019, PSUs granted in 2017 paid out at 0%. This outcome was due to AIG’s TSR over the three-year period ending on December 31, 2019 ranking below the lower quartile relative to peers as the impact of legacy management strategies continued to significantly and negatively impact financial results. The alignment of pay for performance with the experience of our shareholders is further evidenced in the value of the performance-based portion of our LTI plan awards granted over the last four years. Relative to the target value at the date of grant, as of December 31, 2019, the value of our PSUs and stock options granted between 2015 and 2018 is substantially below target—an average of 18.2% of target for our named executives. This reflects little or no vesting of PSUs and share price translating into underwater stock options.

  36. PERFORMANCE SHARE UNIT PAY FOR PERFORMANCE HISTORY FOR THE LAST THREE COMPLETED PERFORMANCE CYCLES

    PERFORMANCE SHARE UNIT PAY FOR PERFORMANCE HISTORY FOR THE LAST THREE COMPLETED PERFORMANCE CYCLES

  37. PRE-2019 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2015-2018 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2019*

    PRE-2019 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2015-2018 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2019*

  38. Our Response to Shareholder Feedback on Executive Compensation

    | Area of Change | Concerns | AIG Response to Shareholder Concerns | | Short-Term Incentive Design | Use of subjective metrics | • All business unit and headquarters performance metrics are now empirical with quantifiable operating goals associated with the achievement of “threshold”, “target” and “exceeds target” • Greater relevance of metrics as business drivers | | | Insufficient strategic alignment | • Metrics introduced in 2019 to align with business focus on insurance profitability: ◦ General Insurance: Calendar Year Combined Ratio improvement ◦ All named executives: operating expense management • Business and individual scorecard outcomes combined on a multiplicative basis, meaning if either element is zero, no bonus will be awarded | | | Lack of relative metrics | • New 2019 General Insurance Calendar Year Combined Ratio improvement measured on a relative basis against peers • Retained performance relative to benchmark metric for Investments | | Long-Term Incentive Design | Risk of misalignment with the shareholder experience | • Three-year relative TSR metric added to 2019 PSU metrics • If AIG’s three-year TSR ranks below its median peer company, the 2019 PSU payout will be capped at 100% of target regardless of performance in other areas (Accident Year Combined Ratio, As Adjusted, including Average Annual Losses; Core Normalized Book Value Per Common Share and Core Normalized Return on Attributed Common Equity)* • TSR peer group comprised of other S&P 500 Insurance Companies | | | Insufficient emphasis on three-year performance | | | | Lack of relative metrics | | | | Use of modifier for CEO LTI grant | • No individual modifier applied to CEO 2019 target LTI opportunity | | Lack of Clarity in Disclosure | CEO STI calculation | • Full disclosure of all metrics and achievements in determining the CEO’s STI award (see pages 58-62) | | | Individual performance determination | • Full disclosure of CEO’s individual scorecard and achievements (see page 61) • Full disclosure of other named executives’ achievements (see pages 63-67) | | | Application of discretion | • No discretion was applied by the CMRC with respect to 2019 STI plan award outcomes | | | Individual LTI modifiers | • Enhanced explanation regarding decisions related to individual modifiers used in approving target LTI grants (see page 69) |

  39. Our Philosophy

    | • Long-term oriented • Strategically aligned • Risk-balanced • Talent attracting • Stakeholder informed |

  40. Our Philosophy

    | Principle | Component | How We Apply It | | We attract and retain the best talent | Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for our various business needs | ✔ Compensation levels set with reference to market data for talent peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent | | We pay for performance | Create a pay for performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits | ✔ Majority of compensation is variable and at-risk ✔ Incentives tied to AIG performance, business performance and individual contributions ✔ Objective performance measures and goals used, which are clearly disclosed ✔ Compensation provides significant upside and downside potential for superior and under performance | | We align interests with our shareholders | Motivate all AIG employees to deliver long-term sustainable and profitable growth, while balancing risk to create long-term, sustainable value for shareholders Align the long-term economic interests of key employees with those of our shareholders by ensuring that a meaningful component of their compensation is provided in equity Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of AIG by rewarding both annual and long-term performance Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation | ✔ Majority of compensation delivered in equity-based vehicles ✔ Majority of equity-based compensation is performance-based, in the form of PSUs and stock options ✔ Named executives subject to risk management policies, including a clawback policy, share ownership requirements both during and for a period following employment and anti-hedging and pledging policies ✔ Performance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines |

  41. Balanced Compensation Framework

    Balanced Compensation Framework Our compensation program is designed to give appropriate weighting to fixed and variable pay, short and long-term performance and business unit and enterprise-wide contributions. We provide three elements of annual total direct compensation (TDC): base salary, an STI award and an LTI award in the form of PSUs, stock options and RSUs. Our annual target TDC and mix of components is set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits.

  42. Balanced Compensation Framework

    | LONG-TERM EQUITY INCENTIVE AWARD ALLOCATION | | |

  43. Use of Market Data

    Use of Market Data

  44. Use of Market Data

    | • Three peer groups • Reflect competitors for talent, business and investors |

  45. Use of Market Data

    We use data about our relevant peer groups to support the key principles of our compensation philosophy, including attracting and retaining the best talent and paying for performance. AIG used three distinct peer groups to evaluate the 2019 executive compensation programs. The Compensation Peer Group provides perspective and data reflecting compensation levels and insight into pay practices in companies who draw from the same pool of talent that AIG draws from. The General Insurance Peer Group represents a group of property and casualty insurers who are similar to AIG and use calendar year combined ratio as a measure of insurance profitability. The CMRC selected the S&P 500 Insurance Companies as the AIG Relative TSR Peer Group due to its similarity to AIG in key statistics including market cap, revenue and three-year historical stock price volatility. We believe that these companies reflect reference points that many of our shareholders consider when assessing AIG’s performance. General Insurance is the only business that references a unique peer group in its 2019 STI plan performance metrics.

  46. Use of Market Data

    | Peer Group | Purpose | Constituents | | | Compensation Peer Group | Serves as a benchmark to inform decisions for senior executive and non-employee director compensation levels and practices Data used to establish 2019 target compensation levels | 24 Companies Aetna, Inc. Aflac Inc. The Allstate Corporation American Express Company Ameriprise Financial, Inc. Bank of America Corporation Bank of New York Mellon BlackRock, Inc. Capital One Financial Corp. Chubb Limited CIGNA Corporation Citigroup Inc. | Hartford Financial Services Invesco Ltd. JPMorgan Chase & Co. Lincoln National Corporation Marsh & McLennan Companies, Inc. MetLife Inc. Principal Financial Group, Inc. Prudential Financial Inc. T. Rowe Price Group, Inc. The Travelers Companies Inc. U.S. Bancorp Wells Fargo & Company | | General Insurance Peer Group | Determines the level of payout in respect of 2019 STI awards related to the calendar year combined ratio metric, weighted at 25% | 5 Companies AXA Group Chubb Limited | Lloyd’s of London Tokio Marine Holdings, Inc. Zurich Insurance Group Ltd | | AIG Relative TSR Peer Group | Applies as a cap in determining the level of vesting for 2019 PSU awards, in conjunction with three operational measures (Accident Year Combined Ratio, As Adjusted, including Average Annual Losses; Core Normalized Book Value Per Common Share and Core Normalized Return on Attributed Common Equity)*; ensures alignment between payout level and shareholder experience | 20 Companies (S&P 500 Insurance Companies) Aflac Inc. Assurant, Inc. Arthur J. Gallagher & Co. The Allstate Corporation Aon plc Chubb Limited Cincinnati Financial Corporation Everest Re Group, Ltd. Hartford Financial Services Lincoln National Corporation | Loews Corporation Marsh & McLennan Companies, Inc. MetLife Inc. Principal Financial Group, Inc. The Progressive Corporation Prudential Financial Inc. Globe Life Inc. The Travelers Companies Inc. Unum Group Willis Towers Watson, plc. |

  47. Use of Market Data

    * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.

  48. 2019 Short-Term Incentive Awards

    2019 Short-Term Incentive Awards

  49. 2019 Short-Term Incentive Awards

    | At a Glance: | | • Payout based on combination of quantitative business and individual performance scorecards • Metrics reflect areas of strategic significance for AIG and named executives’ businesses • Earned award equals applicable quantitative business result (0% to 150%), multiplied by individual performance scorecard result (0% to 150%), subject to CMRC discretion (-30% to +30%) • Payouts capped at 200% of target • Subject to clawback • 2019 payouts ranged from 113%-200% of target reflecting significant improvement in General Insurance; consistent, solid results from Life and Retirement; Net Investment Income performance above benchmarks; and effective management of AIG’s Legacy portfolio with the announcement of an agreement to sell a majority stake in Fortitude | | Changes for 2019: | | • All business unit and headquarters metrics are empirical and quantitative in nature • All business unit and headquarters metrics reviewed and revised, as needed, to ensure operational and strategic alignment. For example: ◦ Accident Year Combined Ratio, As Adjusted metric for 2019 General Insurance Performance includes actual, instead of average, catastrophe losses ◦ All named executives subject to a general operating expenses reduction metric, essential to our transformation • General Insurance scorecard includes a relative Calendar Year Combined Ratio metric |

  50. 2019 Short-Term Incentive Awards

    Short-term incentives are designed to drive AIG’s business objectives and strategies and reward for performance delivered during the year. Awards consist of an annual cash target, subject to results achieved against quantitative business unit and headquarters metrics and an individual performance scorecard. This combination of business and individual performance provides an opportunity to incentivize and reward for both leading and lagging indicators of performance, with a focus on guiding the organization towards balancing profitability, growth and risk.

  51. 2019 Short-Term Incentive Awards

    | |

  52. 2019 Short-Term Incentive Awards

    This payout calculation means that: • No payout is earned if business results yield zero (even if individual results are greater than zero) and • Individual scorecard results cannot account for more than one-third of the total amount earned. The CMRC also retains the ability to exercise upwards or downwards discretion, ranging from negative 30% to positive 30%, with respect to each named executives’ calculated STI award. The CMRC did not exercise discretion for the 2019 STI awards.

  53. Business Unit and Headquarters Performance

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

  54. General Insurance

    | Performance Metric | Threshold (50%) | Target (100%) | Maximum (150%) | Actual | % Achieved | Weighting | % Achieved (Weighted) (1) | | Accident Year Combined Ratio, As Adjusted, including Actual Catastrophe Losses(2) | 109.2% | 104.5% | 99.8% | 100.8% | 139% | 60% | 84% | | Calendar Year Combined Ratio Relative to Peers(2)(3) | Close the gap of combined ratio difference between AIG and the peer group by 1 point | Close the gap of combined ratio difference between AIG and the peer group by 4 points | Close the gap of combined ratio difference between AIG and the peer group by 7 points | 8.2 pts | 150% | 25% | 38% | | General Operating Expense(2) | No more than 5% over Budget | $4.3 Billion (Budget) | At least 5% less than Budget | $4,052M | 150% | 15% | 23% | | General Insurance Quantitative Performance: | | | | | | | 144% |

  55. General Insurance

    (1) Components in this column do not sum to the total due to rounding. (2) We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. (3) AIG measures Calendar Year Combined Ratio relative to peers based on the weighted average (based on net premiums earned) Calendar Year Combined Ratio of the General Insurance Peer Group. See “—Compensation Design—Use of Market Data” on page 55 for detail on the General Insurance Peer Group used for this performance metric. Due to timing of publicly available information, assessment based on results for the 12 months ending June 30, 2019 with respect to AXA Group, Lloyd's of London and Zurich Insurance Group Ltd and for the 12 months ending September 30, 2019 with respect to Chubb Limited and Tokio Marine Holdings, Inc.

  56. Investments

    | Performance Metric | Threshold (50%) | Target (100%) | Maximum (150%) | Actual | % Achieved | Weighting | % Achieved (Weighted) (1) | | Performance relative to Benchmark(2) | Benchmark minus 100bps | Performance equal to Benchmark | Benchmark plus 100 bps | Benchmark plus 63 bps | 132% | 45% | 59% | | Strategic Asset Allocation (SAA) | Liability replicating and long- term asset forecasts complete | Threshold plus 2 lines of business with SAA optimization | Target plus 2 additional lines of business with SAA optimization | Target plus 2 additional lines of business with SAA optimization | 125% | 25% | 31% | | General Operating Expense (net of third-party income)(3) | No more than 5% over Budget | $403M (Budget) | At least 5% less than Budget | $385M | 145% | 10% | 15% | | Fortitude Quantitative Performance Score | N/A | N/A | N/A | 123% | 123% | 20% | 25% | | Investments Quantitative Performance: | | | | | | | 129% |

  57. Investments

    (1) Components in this column do not sum to the total due to rounding. (2) AIG measures portfolio performance relative to a benchmark based on the estimated return of peers net of risk, taxes, expenses and the risk-free rate. Peer-based benchmarks are constructed and comprised of individual asset-class benchmarks weighted at peer group asset allocations based on statutory filings. (3) We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.

  58. Brian Duperreault | President

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth and achieve stated financial goals | • Delivered strong results on key performance metrics for 2019, including: ◦ One-year TSR of 37%, outperforming the median of our peer group ◦ Adjusted Return on Common Equity of 8.3% in 2019 as compared to 2.1% in 2018* ◦ Combined Ratio of 99.6% and Accident Year Combined Ratio, As Adjusted, of 96.0%* ◦ Net Investment Income of $14.6 billion as compared to $12.5 billion in 2018 | | Strategic Continue to restore AIG’s position as a leading global insurance company | • Focused on rebuilding AIG’s reputation and enhancing AIG’s credibility with brokers, clients, colleagues, the investment community, regulators and other key stakeholders, including through: ◦ Meeting with over 20 regulators and visiting 18 countries across AIG’s various key geographies ◦ Speaking at over 20 key conferences • Re-established confidence in AIG within the reinsurance community, enabling design of an innovative reinsurance strategy to reduce risk and volatility and preserve capital • Made significant progress in de-risking AIG’s Legacy portfolio with the signing of an agreement to sell a majority stake in Fortitude | | Operational Refine operating model and execute against transformation program | • Launched AIG 200, a global multi-year effort focused on the long-term strategic positioning of AIG centered around four core objectives: ◦ achieving underwriting excellence ◦ modernizing AIG’s operating infrastructure ◦ enhancing user and customer experiences ◦ becoming a more unified company | | Organizational Enhance AIG reputation for talent and promote diversity and inclusion | • Developed and implemented high-level talent management and succession process • Continued to enhance AIG’s reputation as a diverse and inclusive organization, with key milestones such as achieving recognition on the DiversityInc. Top 50 Companies list • Promoted employee resource groups, contributing to membership growing by 16% • Implemented unconscious bias training across AIG • Formalized creation of team of professionals dedicated to enhancing AIG’s sustainability efforts and improved AIG’s sustainability disclosures in line with stakeholder expectations: ◦ Named AIG’s first Chief Sustainability Officer ◦ Published inaugural report pursuant to the TCFD reporting framework | | Brian Duperreault Individual Performance Score: 150% | |

  59. Mark D. Lyons | Executive Vice President and Chief Financial Officer

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth and achieve stated financial goals | • Provided stewardship in connection with the execution of AIG’s 2019 financial plan, including achieving the following results: ◦ 2019 Adjusted Pre-Tax Income of $5.5 billion as compared to $1.4 billion in 2018* ◦ Financial leverage reduced by 310 basis points in 2019 • Supported businesses enabling strong results on key financial metrics across AIG’s segments | | Strategic Proactively engage with investors and rating agencies and provide execution support for key strategic transactions | • Strengthened investor engagement by meeting with 19 out of the top 20 active investors • Enhanced engagement with rating agencies resulting in a positive change in outlook from S&P Global Ratings • Supported the sale of a majority stake in Fortitude | | Operational Execute against capital plan and maintain a stringent control environment | • Oversaw the issuance of $1.1 billion of senior debt and preferred stock • Maintained sufficient liquidity to support continued dividends to common shareholders as planned at $0.32 per share in each quarter, along with authorized dividends to preferred shareholders • Implemented three new and significant accounting standards | | Organizational Continue to develop and implement succession planning within the Finance organization and promote diversity and inclusion | • Developed various initiatives to identify and foster emerging talent • Improved diversity of candidate slates for open positions in the Finance organization | | Mark Lyons Individual Performance Score: 140% | |

  60. Douglas A. Dachille | Executive Vice President and Chief Investment Officer

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth and achieve stated Investments financial goals | • Delivered strong investment performance, outperforming its 2019 performance benchmark by 63 basis points • Exceeded target expense savings, achieving Investments General Operating Expense (net of third-party income) of $385 million, a savings of 4.5% from budget* | | Strategic Enhance Strategic Asset Allocation (SAA) process; execute separation plan for Fortitude; and develop third-party asset management offerings and capabilities | • Developed SAA framework for creating a liability-replicating portfolio for any of AIG’s insurance portfolios and achieved SAA optimization for four lines of business in Life and Retirement and two lines of business in General Insurance • Provided leadership that resulted in the signed agreement to sell a majority stake in Fortitude • Defined framework to refine investment processes, developed marketing support and built infrastructure to better support third-party client needs | | Operational Optimize the investments process while ensuring consistent governance standards | • Built internal hedge fund team to reduce external managers and fees • Expanded analytics capabilities, including portfolio optimization tools • Utilized artificial intelligence and traditional and alternative data to create platforms that reduce manual tasks and deliver better information to improve investment decisions and risk management • Developed innovative tools to help the Investments teams better understand risks within their portfolios and standardize processes | | Organizational Attract, retain, develop and reward top Investments talent; promote diversity and inclusion | • Developed new programs to continue to ensure that employees are placed, developed and compensated in line with market practices and to provide tactical manager training • Continued process to attract, retain and develop employees including expanded recruiting efforts to include diverse schools, educational backgrounds and experiences | | Douglas Dachille Individual Performance Score: 140% | |

  61. 2019 Long-Term Incentive Awards

    2019 Long-Term Incentive Awards

  62. 2019 Long-Term Incentive Awards

    | At a Glance: | | • 75% performance-based in PSUs (50%) and stock options (25%); 25% time-based in RSUs • PSUs based on Accident Year Combined Ratio, As Adjusted, including Average Annual Losses*; Core Normalized Book Value Per Common Share* and Core Normalized Return on Attributed Common Equity* at the end of the three-year period and three-year relative TSR • PSU payout capped at 200% of target • All equity awards subject to three-year time horizon with cliff vesting • Target value established annually informed by market data • Actual target grant can reflect up to 150% of the target value, informed by factors, including extraordinary achievements, to provide an incremental incentive for future success and/or to enhance retention • Subject to clawback | | * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. | | Changes for 2019: | | • Adoption of three-year relative TSR cap for PSUs, limiting payouts to 100% of target if AIG’s three-year TSR ranks below the TSR of the median S&P 500 Insurance Company |

  63. 2019 Long-Term Incentive Awards

    Long-term incentive awards, made in the form of AIG equity awards under the AIG Long-Term Incentive Plan, represent the largest percentage of a named executive’s annual target compensation opportunity, with 75% in vehicles that reward long-term value creation, performance achievements and stock price appreciation. In considering awards to named executives, there are several design principles that the CMRC considers, including: ✓

  64. Aligning performance with AIG’s strategic direction and trajectory that are within management control

    | 2019 Long-Term Incentives | Weight in LTI Mix | Performance Metrics | Purpose | | Performance Vehicles | | | | | Performance Stock Units | 50% | • Accident Year Combined Ratio, As Adjusted, including Average Annual Losses* • Core Normalized Book Value Per Common Share* • Core Normalized Return on Attributed Common Equity in the final year of the performance period* • Three-Year Relative TSR | Reward the achievement of key long-term financial objectives for AIG Align with focus on overall profitability, use of capital, underlying risk selection, expense discipline, underwriting profitability and shareholder returns | | Stock Options | 25% | Share price appreciation required for awards to have value | Align with shareholder interests by rewarding stock price appreciation and shareholder value creation | | Time Vehicles | | | | | Restricted Stock Units | 25% | N/A | Further align the financial interests of our executive leadership team with our shareholders while supporting retention |

  65. Aligning performance with AIG’s strategic direction and trajectory that are within management control

    * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. All vehicles are subject to a three-year time horizon, with cliff vesting, and are covered by AIG’s clawback policy, further enhancing their long-term alignment with shareholder interests and retention impact. We believe providing this mix of PSUs, stock options and RSUs supports maintaining a high-performance culture and attracting and retaining key talent through competitive compensation opportunities that do not encourage excessive risk-taking. When determining the appropriate LTI awards to grant, the CMRC considers whether to modify any individual LTI award grants. The actual target LTI award granted can reflect up to 150% of an individual’s target value, based on the CMRC’s assessment of a range of factors, including consideration of the complexity of expected contributions and the desire to enhance retention and/or provide incremental incentive for future success over the three-year performance period. The CMRC approved modifications to individual LTI awards ranging from 108%-150% for Messrs. Lyons, Zaffino and Dachille. In particular, the CMRC awarded Mr. Zaffino’s 2019 target LTI award at 150% of target value to reflect the significant contribution expected from him in the three-year performance period as the Executive Sponsor of AIG 200, AIG’s multi-year global effort focused on the long-term strategic positioning of AIG. In 2019 the CMRC approved the following target LTI values and actual target LTI grants for the named executives:

  66. Aligning performance with AIG’s strategic direction and trajectory that are within management control

    | Named Executive | 2019 Target LTI Value | 2019 Individual Modifier | 2019 Target LTI Grant Value | | Brian Duperreault | $11,200,000 | — | $11,200,000 | | Mark D. Lyons | $3,300,000 | 112% | $3,700,000 | | Peter Zaffino | $5,600,000 | 150% | $8,400,000 | | Douglas A. Dachille | $4,250,000 | 108% | $4,600,000 | | Kevin T. Hogan | $4,000,000 | — | $4,000,000 |

  67. Aligning performance with AIG’s strategic direction and trajectory that are within management control

    In making the actual awards, the CMRC approved target dollar amounts that are converted into a number of PSUs, RSUs and stock options. The number of PSUs and RSUs is based on the average closing price of AIG common stock over the calendar month preceding the reference date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG common stock. In general, the reference date refers to the grant date, the date of offer of employment, or the effective date of a promotion, as applicable.

  68. Performance Share Units (50%)

    Performance Share Units (50%) The 2019 PSU awards are earned based on performance over the three-year performance period. The performance metrics that apply to 2019 PSU awards seek to balance a long-term perspective across our success at managing risk, delivering profitable growth and generating returns for our shareholders.

  69. Performance Share Units (50%)

    | * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. |

  70. Performance Share Units (50%)

    These performance metrics are fundamental to AIG and other insurance companies. They are also simple, well-defined, easily understood and can be monitored by participants.

  71. Performance Share Units (50%)

    | Metric | Description | Why It Matters to AIG | | Accident Year Combined Ratio, As Adjusted, including Average Annual Losses (Annual Improvement)* | Performance assessed based on annual improvement; if full-year 2021 Accident Year Combined Ratio, As Adjusted, including Average Annual Losses is higher than the beginning of the performance period, the payout for this metric will be capped at target Combined ratio adjusted for: • Catastrophe losses and related reinstatement premiums above / below Average Annual Losses • Favorable / unfavorable prior year loss reserve development related to accident years outside of performance period, net of reinsurance premium adjustments • Impact of reserve discounting | Measures the underlying risk selection, expense discipline and underwriting profitability of AIG’s General Insurance business |

  72. Performance Share Units (50%)

    * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements.

  73. Performance Share Units (50%)

    | Metric | Description | Why It Matters to AIG | | Core Normalized Book Value Per Common Share (Annual Growth)* | Performance assessed based on annual growth over three years Core adjusted attributed common equity further adjusted for: • Cumulative dividends paid to common shareholders during performance period • Catastrophe losses and related reinstatement premiums above / below Average Annual Losses • Adverse development cover deferred gain | Measures the overall profitability and growth of AIG’s Core business, adjusted for cumulative dividends paid to shareholders | | Core Normalized Return on Attributed Common Equity* | Core adjusted return on attributed common equity further adjusted for: • Alternative investment returns over / under 8% annual yield • Catastrophe losses and related reinstatement premiums above / below Average Annual Losses • Favorable / unfavorable prior year loss reserve development related to accident years outside of performance period, net of reinsurance premium adjustments • Annual update of actuarial assumptions Performance assessed based on final year of three-year performance period (i.e., Core Normalized Return on Attributed Common Equity in 2021) | Measures the profitability of AIG’s Core business as well as its use of capital, thereby reflecting both earnings and the balance sheet performance | | Relative TSR | TSR delivered during the three-year performance period ending December 31, 2021 relative to the other S&P 500 Insurance Companies** Performance assessed based on three-year relative TSR; if performance is below median peer company, the payout for the entire PSU grant will be capped at target | Measures our success in delivering market competitive returns to shareholders |

  74. Performance Share Units (50%)

    * We make adjustments to U.S. GAAP financial measures for certain of our LTI metrics to ensure that results properly reflect management contributions. See Appendix A for an explanation of how these metrics are calculated from our audited financial statements. ** TSR calculated based on (1) the average stock prices for the month preceding and including the first day of the performance period; and (2) the average stock prices for the final month of the performance period. In 2019, the CMRC approved threshold, target and maximum performance goals in respect of each metric. Payouts are interpolated between threshold and target, and target and maximum, with no payout awarded for performance below threshold. The maximum payout opportunity of 200% of target reflects ambitious goals that require performance significantly above target. Given the performance goals are deemed to be commercially sensitive, they will be disclosed along with actual performance following the conclusion of the three-year performance period. The CMRC will certify the results in the first quarter of 2022. Any earned PSUs will vest in January 2022. In addition, PSUs accrue dividend equivalent rights in the form of additional PSUs that are delivered if and when the underlying PSUs vest.

  75. 2019 Stock Options (25%)

    2019 Stock Options (25%) Named executives’ 2019 stock option awards become exercisable following the completion of a three-year vesting period. All stock options are granted with an exercise price equal to the closing price of the underlying shares on the date of grant. Stock options granted in 2019 will vest in January 2022 and have a 10-year term. We view stock options as performance-based compensation as the value of a stock option is impacted by the price of AIG common stock at the time of vesting.

  76. 2019 Restricted Stock Units (25%)

    2019 Restricted Stock Units (25%) Named executives’ 2019 RSUs will vest in 2022 and be settled in AIG common stock. As with PSUs, RSUs accrue dividend equivalent rights in the form of additional RSUs that are delivered if and when the underlying RSUs vest.

  77. Assessment of 2017 Performance Share Units

    Assessment of 2017 Performance Share Units The three-year performance period for the 2017 LTI awards ended on December 31, 2019. These awards were comprised of a combination of PSUs (70%) and RSUs (30%). The 2017 PSUs were subject to a relative TSR performance metric, with a relative option adjusted spread (OAS) gating metric. In the first quarter of 2020, the CMRC assessed performance over the three-year performance period and certified the results as follows:

  78. Assessment of 2017 Performance Share Units

    | Performance Metric | Weight | Performance Goals | | | Performance Achievement | | | | Threshold (50% vests) | Target (100% vests) | Maximum (200% vests) | | | Relative TSR | 100% | 25th percentile | 50th percentile | 75th percentile | 0th percentile | | Relative OAS | Gating metric | If OAS is less than the 20th percentile relative to peers, the payout level based on relative TSR is reduced by half | | | N/A |

  79. Assessment of 2017 Performance Share Units

    As a result of this performance, awards vested at a rate of 0%.

  80. Assessment of 2017 Performance Share Units

    | Named Executive* | 2017 PSU Award ($) | 2017 PSU Award (Units) | Total Units Vesting (Units) | Value of PSUs on Vesting ($) | | Brian Duperreault | $7,724,649 | 129,543 | 0 | 0 | | Peter Zaffino | $2,749,026 | 46,776 | 0 | 0 | | Douglas A. Dachille | $2,965,632 | 43,593 | 0 | 0 | | Kevin T. Hogan | $2,669,021 | 39,233 | 0 | 0 |

  81. Assessment of 2017 Performance Share Units

    * Mark Lyons did not receive a PSU award in 2017 as he was not employed by AIG at the time the grants were made.

  82. Long-Term Incentive Award History

    Long-Term Incentive Award History The following table summarizes those awards granted between 2015 and 2019:

  83. Alignment of Pay with the Shareholder Experience

    | • Performance-based equity awards made to CEO through 2018 valued at 20% of target • Average aggregate realized value of performance-based equity awards made to named executives from 2015-2018 of 18.2% |

  84. Alignment of Pay with the Shareholder Experience

    The alignment of pay for performance with the experience of our shareholders is evidenced in the value of the performance-based portion of our LTI plan awards granted over the last four years. Relative to the target value at the date of grant, as of December 31, 2019, the value of our PSUs and stock options granted between 2015 and 2018 is substantially below target—an average of 18.2% of target for our named executives. This reflects little or no vesting of PSUs and share price translating into underwater stock options.

  85. Alignment of Pay with the Shareholder Experience

    | PERFORMANCE SHARE UNIT PAY FOR PERFORMANCE HISTORY FOR THE LAST THREE COMPLETED PERFORMANCE CYCLES | | |

  86. Alignment of Pay with the Shareholder Experience

    | PRE-2019 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2015-2018 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2019* | | |

  87. Termination Practices and Policies

    | Qualifying Termination | • Termination by AIG without “cause” • Covered named executive terminates for “good reason”, including for qualifying executives after a “change in control” | | Severance Payment | • Pre-determined multiplier applied to: ◦ Salary ◦ Three-year average STI payments • Severance multiple is 1.0 or 1.5 depending on an executive’s grade • Severance multiple increases to 1.5 or 2.0 for a qualifying termination within two years following a change in control • If a qualifying termination occurs within twelve months after a participant experiences a reduction in their base salary or annual STI opportunity, the severance payment will be calculated based on compensation immediately prior to the reduction |

  88. Qualitative Assessment

    Qualitative Assessment A central part of the CMRC’s role is applying judgment in making final compensation decisions to ensure outcomes balance rewarding appropriately for performance delivered on a year-on-year basis, equity across the businesses and forward-looking implications. Beyond the business scorecard objectives that were achieved, the individual performance scorecards provide an opportunity to balance financial and operational achievements with judgment regarding how the performance was achieved. This use of judgment, and where appropriate, application of discretion, ensures appropriate and balanced outcomes once all the facts are known at year-end. Factors that were considered in determining 2019 awards for the named executives included strength of execution, importance of results to positioning AIG for long-term sustainable growth and the leadership qualities exhibited.

  89. Input from Independent Compensation Consultants

    Input from Independent Compensation Consultants Since 2005, the CMRC has engaged the services of FW Cook to provide independent advice to the CMRC. In this capacity, FW Cook attends CMRC meetings and:

  90. Input from Independent Compensation Consultants

    | • Provides views on: ◦ How AIG’s compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly; ◦ “Best practices” and how they apply to AIG; ◦ The design and implementation of current and proposed executive compensation programs; | • Responds to questions raised by the CMRC and other stakeholders in the executive compensation process; • Participates in discussions pertaining to compensation and risk, assessing the process and conclusions; and • Participates in discussions on performance goals that are proposed by management for the CMRC’s approval. |

  91. Input from Independent Compensation Consultants

    The CMRC reviews FW Cook’s appointment annually to assess their relationship with AIG, including members of the CMRC and AIG’s executive officers. The CMRC confirmed that neither FW Cook nor any of its affiliates provides any other services to AIG or its management, other than on director compensation, and that FW Cook had no business or personal relationship with any member of the CMRC or executive officer of AIG that raised a conflict of interest regarding FW Cook’s work for the Board. The CMRC also received information on the fees paid to FW Cook by AIG as a percentage of FW Cook’s total revenue and FW Cook’s ownership of any AIG common stock. Considering this information, the CMRC determined that FW Cook is independent and that its work has not raised any conflict of interest. During 2019, AIG engaged Johnson Associates to prepare reports presenting market comparisons of total compensation levels for existing employees, new hires and promotions for positions within the CMRC’s purview. In their capacity as the CMRC’s independent advisor, FW Cook reviewed the reports prepared by Johnson Associates prior to consideration by the CMRC. The CMRC performed a review of Johnson Associates’ services and other factors similar to the review of FW Cook described above. This review, coupled with the FW Cook review of the analysis, appropriately addressed any conflict of interest raised by Johnson Associates’ work or business relationship with AIG.

  92. Compensation Risk Review

    | No incentive plans categorized as high risk in 2019 risk review |

  93. Clawback Policy

    | Covered Employees | • All executive officers • Any other employees as determined by the CMRC | | Covered Compensation | • Generally, includes any bonus, equity or equity-based award, or any other incentive compensation granted since 2013 • Compensation paid, and awards granted, while a covered employee is subject to this clawback policy |

  94. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following tables contain information with respect to AIG’s named executives. As required by SEC rules, AIG’s named executives include the Chief Executive Officer, Chief Financial Officer and the three other most highly paid executive officers, who each served through the end of 2019.

  95. 2019 Summary Compensation Table

    2019 Summary Compensation Table

  96. 2019 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value(3) | All Other Compensation(4) | Total | | Brian Duperreault Chief Executive Officer(5) | 2019 | $1,600,000 | $— | $8,613,966 | $2,799,997 | $5,920,000 | $178,306 | $257,368 | $19,369,637 | | | 2018 | $1,600,000 | $— | $11,757,189 | $4,199,993 | $3,040,000 | $0 | $257,487 | $20,854,669 | | | 2017 | $1,015,385 | $12,000,000(6) | $11,156,834 | $16,153,000 | $2,133,333 | $331,849 | $296,460 | $43,086,861 | | Mark D. Lyons Executive Vice President and Chief Financial Officer | 2019 | $1,000,000 | $— | $2,845,654 | $924,997 | $2,924,000 | $0 | $60,479 | $7,755,130 | | | 2018 | $453,846 | $— | $178,942 | $3,068,721 | $1,050,000 | $0 | $8,379 | $4,759,888 | | Peter Zaffino President and Global Chief Operating Officer, AIG and Chief Executive Officer, General Insurance(5) | 2019 | $1,365,386 | $2,396,867(7) | $6,460,452 | $2,099,998 | $6,000,000 | $0 | $65,631 | $18,388,334 | | | 2018 | $1,250,000 | $2,396,867(7) | $4,461,383 | $1,593,742 | $2,850,000 | $0 | $68,467 | $12,620,459 | | | 2017 | $552,885 | $— | $4,042,659 | $10,206,267 | $2,850,000 | $0 | $40,795 | $17,692,606 | | Douglas A. Dachille Executive Vice President and Chief Investment Officer | 2019 | $1,250,000 | $— | $3,537,883 | $1,149,995 | $4,525,000 | $596 | $82,145 | $10,545,619 | | | 2018 | $1,192,308 | $— | $4,461,383 | $1,593,742 | $2,375,000 | $385 | $84,578 | $9,707,396 | | | 2017 | $1,000,000 | $— | $11,037,953 | $— | $2,200,000 | $2,145 | $55,469 | $14,295,567 | | Kevin T. Hogan Executive Vice President and Chief Executive Officer, Life and Retirement | 2019 | $1,250,000 | $— | $3,076,398 | $999,999 | $2,542,500 | $338,150 | $87,786 | $8,294,833 | | | 2018 | $1,192,308 | $— | $4,198,969 | $1,499,999 | $2,137,500 | $0 | $92,693 | $9,121,469 | | | 2017 | $1,000,000 | $— | $10,130,983 | $— | $2,090,000 | $219,112 | $106,575 | $13,546,670 |

  97. 2019 GRANTS OF PLAN-BASED AWARDS

    2019 GRANTS OF PLAN-BASED AWARDS

  98. 2019 Grants of Plan-Based Awards

    2019 Grants of Plan-Based Awards

  99. 2019 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (Performance Share Units)(2) | | | All Other Stock Awards (# of AIG Shares or Units)(3) | All Other Option Awards (# of Securities Underlying Options)(4) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Equity Awards(5) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Brian Duperreault | | | | | | | | | | | | | 2019 STI | 03/18/19 | $0 | $3,200,000 | $6,400,000 | — | — | — | — | — | — | $— | | 2019 PSUs | 03/18/19 | — | — | — | 64,845 | 129,689 | 259,378 | — | — | — | $5,742,629 | | 2019 RSUs | 03/18/19 | — | — | — | — | — | — | 64,845 | — | — | $2,871,337 | | 2019 Options | 03/18/19 | — | — | — | — | — | — | — | 343,980 | $44.28 | $2,799,997 | | Mark D. Lyons | | | | | | | | | | | | | 2019 STI | 02/19/19 | $0 | $1,700,000 | $3,400,000 | — | — | — | — | — | — | $— | | 2019 PSUs | 03/18/19 | — | — | — | 21,422 | 42,843 | 85,686 | — | — | — | $1,897,088 | | 2019 RSUs | 03/18/19 | — | — | — | — | — | — | 21,422 | — | — | $948,566 | | 2019 Options | 03/18/19 | — | — | — | — | — | — | — | 113,636 | $44.28 | $924,997 | | Peter Zaffino | | | | | | | | | | | | | 2019 STI | 02/19/19 | $0 | $3,000,000 | $6,000,000 | — | — | — | — | — | — | $— | | 2019 PSUs | 03/18/19 | — | — | — | 48,634 | 97,267 | 194,534 | — | — | — | $4,306,983 | | 2019 RSUs | 03/18/19 | — | — | — | — | — | — | 48,633 | — | — | $2,153,469 | | 2019 Options | 03/18/19 | — | — | — | — | — | — | — | 257,985 | 44.28 | $2,099,998 | | Douglas A. Dachille | | | | | | | | | | | | | 2019 STI | 02/19/19 | $0 | $2,500,000 | $5,000,000 | — | — | — | — | — | — | $— | | 2019 PSUs | 03/18/19 | — | — | — | 26,633 | 53,265 | 106,530 | — | — | — | $2,358,574 | | 2019 RSUs | 03/18/19 | — | — | — | — | — | — | 26,633 | — | — | $1,179,309 | | 2019 Options | 03/18/19 | — | — | — | — | — | — | — | 141,277 | $44.28 | $1,149,995 | | Kevin T. Hogan | | | | | | | | | | | | | 2019 STI | 02/19/19 | $0 | $2,250,000 | $4,500,000 | — | — | — | — | — | — | $— | | 2019 PSUs | 03/18/19 | — | — | — | 23,159 | 46,317 | 92,634 | — | — | — | $2,050,917 | | 2019 RSUs | 03/18/19 | — | — | — | — | — | — | 23,159 | — | — | $1,025,481 | | 2019 Options | 03/18/19 | — | — | — | — | — | — | — | 122,850 | $44.28 | $999,999 |

  100. 2019 Grants of Plan-Based Awards

    (1) Amounts shown reflect the range of possible cash payouts under the STI plan for 2019 performance. Actual amounts earned, as determined by the CMRC (and, in the case of the award granted to Mr. Duperreault, as approved by the Board) in the first quarter of 2020, are reflected in the 2019 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information on the 2019 STI awards, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2019 Compensation Decisions and Outcomes—2019 Short-Term Incentive Awards.” (2) Amounts shown reflect the potential range of 2019 PSUs that may be earned under the LTI Plan. Actual amounts earned are based on achieving pre-established goals across three financial objectives over the 2019—2021 performance period. Results will be certified by the CMRC in the first quarter of 2022. 2019 PSUs were granted under the LTI Plan. For more information on the 2019 PSUs, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2019 Compensation Decisions and Outcomes—2019 Long-Term Incentive Awards.” Holders of 2019 PSUs are also entitled to dividend equivalent rights in the form of additional 2019 PSUs beginning with the first dividend record date following the PSU grant date, which are subject to the same vesting and performance conditions as the related PSUs and are paid when such related earned shares (if any) are delivered. (3) Amounts shown reflect the grant of 2019 RSUs made under the LTI Plan. For more information on these awards, please see “— Compensation Discussion and Analysis—2019 Compensation Decisions and Outcomes—2019 Long-Term Incentive Awards.” Holders of 2019 RSUs are also entitled to dividend equivalent rights in the form of additional 2019 RSUs beginning with the first dividend record date following the applicable grant date, which are subject to the same vesting conditions as the related RSUs and are paid when such related shares (if any) are delivered. (4) Amounts shown reflect the grant of 2019 stock options made under the LTI Plan. For more information on these awards, please see “— Compensation Discussion and Analysis—2019 Compensation Decisions and Outcomes—2019 Long-Term Incentive Awards.” Stock options granted in 2019 have an exercise price equal to the closing price of the underlying shares 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 assumptions presented in Note 21 to the Consolidated Financial Statements in AIG’s 2019 Annual Report on Form 10-K.

  101. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019 Equity-based awards held at the end of 2019 by each named executive were issued under the incentive plans and arrangements described below. Shares of AIG common stock deliverable under AIG’s performance-based and time-vested equity and option awards will be delivered under the 2013 Omnibus Incentive Plan except as otherwise described below. The following table sets forth outstanding equity-based awards held by each named executive as of December 31, 2019.

  102. Outstanding Equity Awards at December 31, 2019

    Outstanding Equity Awards at December 31, 2019

  103. Outstanding Equity Awards at December 31, 2019

    | | | | | | | | | Stock Awards | | | | | | Option Awards(1) | | | | | | | Unvested (Not Subject to Performance Conditions) | | Equity Incentive Plan Awards (Unearned and Unvested) | | | Name | Year Granted | Number Exercisable | Number Unexercisable | Equity Incentive Plan Awards (Unexercised and Unearned) | Exercise Price | Expiration Date | Award Type(2) | Number | Market Value(3) | Number | Market Value(3) | | Brian Duperreault | 2019 | — | 343,980 | — | $44.28 | 03/18/2029 | 2019 RSUs | 66,011 | $3,388,344 | — | — | | | 2018 | — | 351,170 | — | $55.94 | 03/14/2028 | 2019 PSUs | — | — | 66,010 | $3,388,293 | | | 2017 | 333,333 | 166,667 | 1,000,000 | $61.82 | 05/15/2024 | 2018 RSUs | 73,737 | $3,784,920 | — | — | | | | | | | | | 2018 PSUs | — | — | 73,736 | $3,784,868 | | | | | | | | | 2017 RSUs | 59,357 | $3,046,794 | — | — | | | | | | | | | 2017 PSUs | 0 | $0 | — | — | | | | | | | | | Total | 199,105 | $10,220,058 | 139,746 | $7,173,161 | | Mark D. Lyons | 2019 | — | 113,636 | — | $44.28 | 03/18/2029 | 2019 RSUs | 21,807 | $1,119,353 | — | — | | | 2018 | — | 8,213 | — | $37.68 | 12/12/2028 | 2019 PSUs | — | — | 21,806 | $1,119,301 | | | 2018 | 52,083 | 104,167 | 143,278 | $55.55 | 06/18/2025 | 2018 RSUs | 1,636 | $83,975 | — | — | | | | | | | | | 2018 PSUs | — | — | 1,636 | $83,975 | | | | | | | | | Total | 23,443 | $1,203,328 | 23,442 | $1,203,276 | | Peter Zaffino | 2019 | — | 257,985 | — | $44.28 | 03/18/2029 | 2019 RSUs | 49,507 | $2,541,194 | — | — | | | 2018 | — | 133,256 | — | $55.94 | 03/13/2028 | 2019 PSUs | — | — | 49,507 | $2,541,194 | | | 2017 | 222,000 | 111,000 | 667,000 | $64.53 | 07/24/2024 | 2018 RSUs | 27,979 | $1,436,162 | — | — | | | | | | | | | 2018 PSUs | — | — | 27,979 | $1,436,162 | | | | | | | | | 2017 RSUs | 21,326 | $1,094,663 | — | — | | | | | | | | | 2017 PSUs | 0 | $0 | — | — | | | | | | | | | Total | 98,812 | $5,072,019 | 77,486 | $3,977,356 | | Douglas A. Dachille | 2019 | — | 141,277 | — | $44.28 | 03/18/2029 | 2019 RSUs | 27,112 | $1,391,658 | — | — | | | 2018 | — | 133,256 | — | $55.94 | 03/13/2028 | 2019 PSUs | — | — | 27,111 | $1,391,607 | | | | | | | | | 2018 RSUs | 27,979 | $1,436,162 | — | — | | | | | | | | | 2018 PSUs | — | — | 27,979 | $1,436,162 | | | | | | | | | 2017 RSUs | 19,974 | $1,025,265 | — | — | | | | | | | | | 2017 PSUs | 0 | $0 | — | — | | | | | | | | | 2016 PSUs | 0 | $0 | — | — | | | | | | | | | 2015 PSUs | 5,979 | $306,902 | — | — | | | | | | | | | Total | 81,044 | $4,159,987 | 55,090 | $2,827,769 |

  104. PENSION BENEFITS

    PENSION BENEFITS AIG does not have any active defined benefit (pension) plans. Effective January 1, 2016, benefit accruals under AIG’s Qualified Retirement Plan and Non-Qualified Retirement Plan (the Plans) were frozen. At that time, the Plans were closed to new participants and existing participants ceased to accrue additional benefits after December 31, 2015. However, as described below, interest credits continue to accrue on existing cash balance accounts, and participants continue to be able to earn service credits for purposes of vesting and early retirement eligibility subsidies. Before the Plans were frozen, the benefit formula under the Plans was converted from a final average pay formula to a cash balance formula, effective April 1, 2012. The cash balance formula was comprised of pay credits, calculated based on 6 percent of a Plan participant’s annual pensionable compensation, and annual interest credits. Pensionable compensation under the cash balance formula included base salary, commissions, overtime and annual STI awards, with the Qualified Retirement Plan subject to IRS compensation limits and the Non-Qualified Retirement Plan subject to an annual compensation limit of $1,050,000 in 2015. The Non-Qualified Retirement Plan provides a benefit equal to the portion of the benefit that is not permitted to be paid from the Qualified Retirement Plan due to IRS limits. Pay credits ceased under the Plans on December 31, 2015, but annual interest credits continue (3.34 percent in 2019, based upon the 30-year long-term Treasury rate). This rate is adjusted annually on January 1. Mr. Duperreault will receive his Non-Qualified Retirement Plan benefit under the final average pay formula for service accrued during his prior period of employment ending in 1994. Messrs. Hogan and Dachille will receive a benefit under the Plans’ cash balance formula. The Plans’ final average pay formula ranges from 0.925 percent to 1.425 percent times average final salary for each year of credited service accrued since April 1, 1985 up to 44 years through December 31, 2015 and 1.25 percent to 1.75 percent times average final pay for each year of credited service accrued prior to April 1, 1985 up to 40 years. For participants who retire after the normal retirement age of 65, the retirement benefit is actuarially increased to reflect the later benefit commencement date. In the case of the Qualified Retirement Plan, participants vest after three years of service and, in the case of the Non-Qualified Retirement Plan, participants vest once they attain either (1) age 60 with five or more years of service or (2) age 55 with ten or more years of service.

  105. Early Retirement Benefits

    Early Retirement Benefits Each of the Plans provides for reduced early retirement benefits. These benefits are available to all vested participants in the Qualified Retirement Plan. The Non-Qualified Retirement Plan provides reduced early retirement benefits to participants who have reached age 55 with ten or more years of service or to participants who have reached age 60 with five or more years of service. The early retirement reduction factors in the Non-Qualified Retirement Plan are based upon age as of the retirement date and years of credited service. In the case of early retirement, participants in the Plans under the final average pay formula will receive the plan formula benefit projected to normal retirement at age 65 (using average final salary as of the date of early retirement), but prorated based on years of actual service, then reduced by 3, 4 or 5 percent (depending on age and years of credited service at retirement) for each year that retirement precedes age 65. Participants in the Plans will continue to receive service credit on and after the freeze date in determining age and length of service for early retirement subsidies and vesting purposes. Participants in the Qualified Retirement Plan with at least three years of service to AIG have a vested reduced retirement benefit pursuant to which, in the case of termination of employment prior to reaching age 65, such participants may elect to receive a reduced early retirement benefit commencing at any date between their date of termination and age 65.

  106. 2019 Pension Benefits

    2019 Pension Benefits The following table details the accumulated benefits under the pension plans in which each named executive participates. In accordance with SEC rules, these accumulated benefits are presented as if they were payable upon the named executive’s normal retirement at age 65 or current age if older. However, it is important to note that the benefits shown for the named executives are at least partially unvested and could be received at lower levels due to reduced benefits or forfeited entirely if the named executive does not continue to work at AIG for the next several years. As of year-end 2019, Messrs. Dachille and Hogan were vested in the Qualified Retirement Plan and eligible to commence benefits under the Plan early. Mr. Duperreault was also vested in his Qualified Retirement Plan benefit and elected to commence his benefit under the Plan in September 2017. In addition, as of year-end 2019, Mr. Duperreault was eligible for normal retirement benefits and Messrs. Dachille and Hogan were eligible for early retirement benefits under the Non-Qualified Retirement Plan.

  107. 2019 Pension Benefits

    2019 Pension Benefits

  108. 2019 Pension Benefits

    | Name | Plan Name | Years of Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During 2019 | | Brian Duperreault | Qualified Retirement Plan | 18.750 | $1,186,375 | $85,102 | | | Non-Qualified Retirement Plan | 18.750 | $206,831 | $0 | | | Total | | $1,393,206 | $85,102 | | Mark D. Lyons | Qualified Retirement Plan | 0 | $0 | $0 | | | Non-Qualified Retirement Plan | 0 | $0 | $0 | | | Total | | $0 | $0 | | Peter Zaffino | Qualified Retirement Plan | 0 | $0 | $0 | | | Non-Qualified Retirement Plan | 0 | $0 | $0 | | | Total | | $0 | $0 | | Douglas A. Dachille | Qualified Retirement Plan | 0.333 | $16,899 | $0 | | | Non-Qualified Retirement Plan | 0.333 | $2,406 | $0 | | | Total | | $19,305 | $0 | | Kevin T. Hogan | Qualified Retirement Plan | 25.917 | $819,411 | $0 | | | Non-Qualified Retirement Plan | 25.917 | $1,004,036 | $0 | | | Total | | $1,823,447 | $0 |

  109. 2019 Pension Benefits

    (1) The named executives had the following years of service with AIG as of December 31, 2019: Mr. Duperreault—24.083; Mr. Lyons—4.500; Mr. Zaffino—2.500; Mr. Dachille—4.333; and Mr. Hogan—30.500. Mr. Duperreault. Mr. Duperreault has 5.333 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because, at the time he was originally hired, the Qualified Retirement Plan was contributory and employees received credited service when they began to contribute to the Qualified Retirement Plan. Mr. Duperreault was employed by AIG starting on May 1, 1973, but did not begin to contribute to the Qualified Retirement Plan until January 1, 1976. He accrued pension benefits under the Qualified Retirement Plan and the Non-Qualified Retirement Plan during his employment until his resignation from AIG in September 1994. Mr. Duperreault did not receive a distribution from the Qualified Retirement Plan or the Non-Qualified Retirement Plan at the time of his resignation in September 1994. Mr. Duperreault was vested in his Qualified Retirement Plan benefit at the time of his resignation in September 1994 and elected to commence this benefit in September 2017. He has not received a distribution from the Non-Qualified Retirement Plan. Pursuant to the terms of these Plans, prior service is recognized for vesting and eligibility to participate. Therefore, upon rejoining AIG in May 2017, his prior service was recognized for vesting purposes under the Qualified and Non-Qualified Retirement Plans. Mr. Duperreault’s credited service under the Non-Qualified Retirement Plan is equal to his credited service under the Qualified Retirement Plan because he was not an employee during the time period in which the freeze on service accrual in the Non-Qualified Retirement Plan was applicable. Benefit accruals did not commence for Mr. Duperreault when he rejoined AIG as the Plans were frozen effective January 1, 2016. Mr. Lyons. Mr. Lyons has 4.5 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because Mr. Lyons’ actual years of service reflect his prior period of employment from February 1983 to December 1985, as well as his service after he rejoined AIG in June 2018. During his prior period of employment, he received a $745 lump sum cash-out from a prior contributory qualified pension plan, and accrued a small benefit under the Qualified Retirement Plan with respect to his service from April 1985 through December 1985. When Mr. Lyons terminated employment in December 1985, he did not meet the vesting requirements under the Qualified Retirement Plan and did not participate in the Non-Qualified Retirement Plan because it did not exist at that time. Mr. Lyons was not eligible to participate in the Qualified Retirement Plan or the Non-Qualified Retirement Plan when he rejoined AIG in June 2018 because both Plans were frozen. Mr. Zaffino. Mr. Zaffino has 2.5 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because he is not a participant in either Plan because he joined AIG after the Plans were frozen effective January 1, 2016. Mr. Dachille. Mr. Dachille has 4 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because the Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. Mr. Dachille became a participant in the Qualified Retirement Plan and the Non-Qualified Retirement Plan in September 2015 upon joining AIG. He participates in the Qualified Retirement and Non-Qualified Retirement Plans under the cash balance formula. AIG recognizes prior service by Mr. Dachille to First Principles for purposes of determining vesting and eligibility pursuant to the terms of AIG’s acquisition of First Principles. Mr. Hogan. Mr. Hogan has 4.583 fewer years of credited service than actual service under the Plans because, at the time he was hired, employees were required to wait a year after commencing employment with AIG before becoming participants in these Plans and received credit for service retroactive to six months of employment. Mr. Hogan was employed by AIG from September 1984 to November 2008 and accrued pension benefits under the Plans during this employment. Mr. Hogan did not receive a distribution from the Plans at the time of his initial resignation. Upon his rehire in October 2013, benefit accruals commenced immediately under the Plans calculated under the cash balance formula, and prior service, pursuant to the terms of the Plans, was recognized for vesting and eligibility purposes. Mr. Hogan’s credited service under the Non-Qualified Retirement Plan is equal to his credited service under the Qualified Retirement Plan because he was not an employee during the time period in which the freeze on service accrual in the Non-Qualified Retirement Plan was applicable. The Plans were frozen effective January 1, 2016 and credited service accruals ceased under these Plans as of December 31, 2015. (2) The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, 2019 (the pension plan measurement date for purposes of AIG’s financial statement reporting). The actuarial present values of the accumulated benefits under the Plans are calculated based on payment of a life annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 22 to the Consolidated Financial Statements included in AIG’s 2019 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is 3.16 percent for the Qualified Retirement Plan. The discount rate assumption is 3.10 percent for the Non-Qualified Retirement Plan. The mortality assumptions are based on the RP-2014 annuitant white collar mortality table projected using the AIG improvement scale.

  110. NONQUALIFIED DEFERRED COMPENSATION

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

  111. POTENTIAL PAYMENTS ON TERMINATION

    POTENTIAL PAYMENTS ON TERMINATION

  112. Treatment of LTI Awards

    Treatment of LTI Awards The LTI Plan provides for accelerated vesting of outstanding PSUs, RSUs and 2018 and 2019 stock options, as applicable, in certain termination scenarios. In the case of a participant’s involuntary termination without Cause (defined in the same manner as in the 2012 ESP as set forth above), retirement or disability, (i) the participant’s LTI award will vest, (ii) with respect to PSUs, earned PSUs will be determined based on actual performance for the whole performance period and (iii) 2018 and 2019 stock options will remain exercisable for three years after termination (or retirement or disability). With respect to PSUs granted in 2015 through 2017 and 2017 RSUs, if the participant experiences a qualifying resignation after the first year of a performance period (e.g., on or after January 1, 2020 for the 2019-2021 performance period), (i) the participant’s LTI award will vest and (ii) with respect to PSUs, earned PSUs will be determined based on actual performance for the whole performance period. The earned amount of PSUs and full amount of 2018 and 2019 RSUs will be delivered on the normal settlement schedule. Retirement requires attainment of age 60 with five years of service or attainment of age 55 with ten years of service, and a qualifying resignation requires attainment of both (1) age 50 with at least five years of service and (2) age plus years of service equal to at least 60. In the case of a participant’s death during or prior to adjudication for a performance period or involuntary termination without Cause within 24 months following a Change in Control (defined in the same manner as in the 2012 ESP as set forth above) during a performance period, an amount equal to the participant’s target amount of PSUs (unless the CMRC determines to use actual performance through the date of the Change in Control) and the full amount of 2018 and 2019 RSUs will vest and be delivered to the participant by the later of the end of the calendar year or two and a half months following death or termination. 2018 and 2019 stock options will vest and remain exercisable for three years after death. In no event will any 2018 or 2019 stock options remain exercisable after the initial ten-year expiration date.

  113. Executive Compensation Pay Ratio

    Executive Compensation Pay Ratio (a) at the one-third of the actual amounts earned for the 2015 PSUs (as determined by the CMRC in the first quarter of 2018) that vested in January 2020, (b) at the actual amounts earned for the 2016 PSUs (which was unearned) as determined by the CMRC in the first quarter of 2019, (c) at the actual amounts earned for the 2017 PSUs (which was unearned) as determined by the CMRC in the first quarter of 2020 and (d) at target for the 2018 and 2019 PSUs. However, with respect to the 2018 and 2019 PSUs, for a Change in Control that occurs following a performance period, the actual PSUs vesting, if any, would be based on actual performance, and for a Change in Control that occurs during a performance period, the CMRC may determine to use actual performance through the date of the Change in Control rather than target performance to determine the actual PSUs vesting, if any. (8) Amounts shown in this row represent the amounts the executive would be entitled to receive upon experiencing a disability.

  114. PAY RATIO

    PAY RATIO The 2019 annual total compensation of the median employee identified by AIG (as described below) was $67,403, and the 2019 annual total compensation of Mr. Duperreault, AIG’s Chief Executive Officer, was $19,369,637. Accordingly, AIG’s estimated 2019 pay ratio was 1 to 288. As permitted by SEC rules, AIG used the same median employee as last year for the pay ratio calculation. Based on its review of changes in the employee population and pay practices, AIG determined, based on reasonable belief, that no change occurred that would significantly change our pay ratio. To identify the median employee, AIG used its active employee population (including both full-time and part-time employees) as of October 1, 2017 and used 2016 annual total compensation for that population comprising (i) base salary, which was annualized for full-time and part-time employees hired during 2016, (ii) overtime payments, (iii) target STI and LTI awards, in each case using 2017 targets for employees hired during 2016 who were not eligible for 2016 awards and (iv) sales incentives. For employees hired in 2017 (and who therefore did not have 2016 compensation), AIG used 2017 annual total compensation comprising (a) annualized base salary, (b) an estimate of annual overtime payments based on a calculation of median 2016 overtime payments, (c) 2017 target STI and LTI awards and (d) an estimate of annual sales incentives based on a calculation of median 2016 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2019 annual total compensation for both our median employee and Mr. Duperreault 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. The following table provides information about shares of AIG common stock that may be issued under compensation plans as of December 31, 2019.