DEF 14A of American International Group, Inc., Mar 30, 2021

DEF 14A of American International Group, Inc.

Filed Mar 30, 2021 · FY20200001104659-21-044034

Open on EDGAR

  1. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES

    DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES

  2. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES

    | 10 | | 2021 Proxy Statement |

  3. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES

    | 2021 Proxy Statement | | 11 |

  4. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND ATTRIBUTES

    | Executive Summary |

  5. ROBUST CORPORATE GOVERNANCE PRACTICES

    ROBUST CORPORATE GOVERNANCE PRACTICES AIG’s robust corporate governance policies and practices promote Board effectiveness and accountability to our shareholders.

  6. ROBUST CORPORATE GOVERNANCE PRACTICES

    | Independent, Diverse and Qualified Board | · | All directors are independent except for our Chief Executive Officer and our Executive Chair | | | · | All Board Committee members are independent | | | · | Lead Independent Director role has clearly defined responsibilities and oversees meeting materials, agendas and schedules | | | · | Independent directors meet in executive session in conjunction with each regularly scheduled Board meeting | | | · | Three of AIG’s independent director nominees are women and two are ethnically and/or racially diverse | | | · | The NCGC continuously reviews the composition of our Board, taking into consideration the skills, experience and attributes of the existing directors, both individually and as a group | | Effective Board Policies and Practices | · | Directors’ interests are aligned with those of our shareholders through robust director stock ownership requirements | | | · | The Board, through the NCGC, conducts annual evaluations of the Board, the Lead Independent Director and other 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 | | | · | All directors are prohibited from serving on more than three other public company boards with additional restrictions for AIG’s Chief Executive Officer and directors who are executive officers of other public companies | | | · | Board Committee Chair positions generally rotate every five years to ensure diverse perspectives | | Strong Shareholder Rights Hold Board Accountable | · | Directors are elected annually by a majority of votes cast (in uncontested elections) | | | · | AIG’s amended and restated by-laws (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 participation by independent directors | | Key Matters Overseen by the Board | · | The Board oversees robust management succession planning, with support from the CMRC, in consultation with the Chair of the NCGC | | | · | The Board, through the CMRC, oversees diversity, equity and inclusion matters and monitors AIG’s progress on related initiatives | | | · | The Board, through the NCGC, oversees sustainability, including climate-related issues, corporate social responsibility and lobbying and public policy matters | | | · | The Board provides strong risk management oversight, including through the Risk and Capital Committee, Audit Committee and other Board Committees | | | · | The Board, through the Technology Committee, oversees AIG’s cybersecurity risks, policies, controls and procedures |

  7. ROBUST CORPORATE GOVERNANCE PRACTICES

    | 12 | | 2021 Proxy Statement |

  8. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  9. Proposal 1—Election of Directors

    | Proposal 1—Election of Directors | What am I voting on? We are asking shareholders to elect thirteen 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, experience and attributes, as summarized on pages 10-11 and below. |

  10. Proposal 1—Election of Directors

    | AIG's Board currently consists of fourteen directors. All directors serve a one-year term. Mr. Miller is not standing for re-election and is retiring from the Board at the Annual Meeting because he has reached the age of 75, which is the general retirement age under AIG's Corporate Governance Guidelines. The Board would like to thank Mr. Miller, whose term will end at the Annual Meeting, for his service and valuable contribution as a director. We are asking our shareholders to re-elect the remaining thirteen 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. | • | Thirteen director nominees | | | • | All independent other than Chief Executive Officer and Executive Chair | | | • | Elected by majority of votes cast | | | • | One year terms |

  11. Proposal 1—Election of Directors

    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 are cast 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, the NCGC 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 NCGC 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, experience and attributes and background to provide strategic guidance to AIG, particularly as the Board oversees AIG through its continued transformation to becoming a top performing insurance company. For additional details on the Board’s approach to Board composition and refreshment, see “Corporate Governance—Board Composition and Refreshment.”

  12. Proposal 1—Election of Directors

    | 2021 Proxy Statement | | 13 |

  13. Proposal 1—Election of Directors

    | Director since: 2021 Age: 52 Committees: • Audit* • Technology* Other Directorships: • None * Effective March 31, 2021 | JAMES COLE, JR. Chairman and Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education CAREER HIGHLIGHTS Mr. Cole founded and has been Chairman and Chief Executive Officer of The Jasco Group, LLC, a multidimensional investment management firm, since January 2017. He previously served at the U.S. Department of Education as Delegated Deputy Secretary of Education and General Counsel from January 2016 to January 2017, General Counsel, a U.S. Senate confirmed seat, from December 2014 to January 2017, and Senior Advisor to the Secretary from August 2014 to December 2014. As Deputy Secretary, Mr. Cole served as the chief operating officer of the Department of Education and oversaw a broad range of operational, management, policy, legal and program functions. From November 2011 to August 2014, Mr. Cole served as Deputy General Counsel of the U.S. Department of Transportation. Prior to joining the Department of Transportation, Mr. Cole was a corporate law partner at Wachtell, Lipton, Rosen & Katz, with a primary focus on Mergers & Acquisitions and Corporate Governance. Mr. Cole began his career as a financial analyst at GE Capital Corporation. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Cole’s considerable public policy and government experience, as well as his professional experience as a corporate lawyer advising on strategic transactions and corporate governance matters, AIG’s Board has concluded that Mr. Cole should be re-elected to the Board. | | Director since: 2011 Age: 73 Board Committees: • Compensation and Management Resources (Chair) • Nominating and Corporate Governance Other Directorships: • Current: Natura &Co Holding S.A.; Viatris Inc. • Former (past 5 years) Pfizer Inc.; Avon Products, 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 significant 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. |

  14. Proposal 1—Election of Directors

    | 14 | | 2021 Proxy Statement |

  15. Proposal 1—Election of Directors

    | Director since: 2017 Age: 73 Other Directorships: • Former (past 5 years): Johnson Controls International plc (formerly Tyco International, plc) | BRIAN DUPERREAULT Executive Chair of AIG CAREER HIGHLIGHTS Mr. Duperreault has been the Executive Chair of AIG’s Board since March 1, 2021. He previously served as 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., 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 Insurance Group, Ltd. 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. | | Director since: 2011 Age: 64 Board 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, reinsurance and financial services industries, 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. |

  16. Proposal 1—Election of Directors

    | 2021 Proxy Statement | | 15 |

  17. Proposal 1—Election of Directors

    | Director since: 2013 Age: 69 Board Committees: • Risk and Capital (Chair) • Nominating and Corporate Governance 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 deep 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. | | Director since: 2009 Age: 63 Board Committees: • Nominating and Corporate Governance (Chair) • Audit • Risk and Capital 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 the Sarbanes-Oxley Act of 2002 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 extensive experience in finance, accounting 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. |

  18. Proposal 1—Election of Directors

    | 16 | | 2021 Proxy Statement |

  19. Proposal 1—Election of Directors

    | Director since: 2015 Age: 71 Board 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 2015, 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 prior management of a significant line of business at Northrop Grumman, AIG’s Board has concluded that Ms. Mills should be re-elected to the Board. | | Director since: 2019 Age: 72 Board Committees: • Compensation and Management Resources • Risk and Capital Other Directorships: • Current: Kairos Acquisition Corp. • 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 insurance, risk management and management of insurance organizations, AIG’s Board has concluded that Mr. Motamed should be re-elected to the Board. |

  20. Proposal 1—Election of Directors

    | 2021 Proxy Statement | | 17 |

  21. Proposal 1—Election of Directors

    | Director since: 2019 Age: 64 Board Committees: • Audit (Chair) • 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. | | Director since: 2019 Age: 58 Board 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 broad experience in corporate governance, technology and managing international businesses, as well as her professional experience in investments, global asset management and financial services, AIG’s Board has concluded that Ms. Schioldager should be re-elected to the Board. |

  22. Proposal 1—Election of Directors

    | 18 | | 2021 Proxy Statement |

  23. Proposal 1—Election of Directors

    | Director since: 2009 Age: 69 Board Committees: • As Lead Independent Director, Mr. Steenland is an ex-officio, non-voting member of all Board Committees Other Directorships: • Current: American Airlines Group Inc.; Hilton Worldwide Holdings Inc. • Former (past 5 years): 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 notable experience in managing a large, complex institution and his experience in strategic business transformations, AIG’s Board has concluded that Mr. Steenland should be re-elected to the Board. | | Director since: 2019 Age: 64 Board 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. |

  24. Proposal 1—Election of Directors

    | 2021 Proxy Statement | | 19 |

  25. Proposal 1—Election of Directors

    | Director since: 2020 Age: 54 Other Directorships: • None | PETER ZAFFINO President and Chief Executive Officer of AIG CAREER HIGHLIGHTS Peter Zaffino has been AIG’s Chief Executive Officer since March 1, 2021 and joined AIG’s Board in October 2020. He joined AIG in July 2017 as Executive Vice President—Global Chief Operating Officer and was also appointed Chief Executive Officer, General Insurance in November 2017 and President of AIG in January 2020. Prior to joining AIG, he served in various executive roles at Marsh & McLennan Companies, Inc., a global professional services firm, including as Chief Executive Officer of Marsh, LLC from 2011 to 2017 and as Chairman for the Risk and Insurance Services segment of Marsh & McLennan Companies from 2015 to 2017. Prior to that, Mr. Zaffino served as President and Chief Executive Officer of Guy Carpenter, a risk and insurance-focused subsidiary of Marsh & McLennan Companies. Prior to joining Guy Carpenter, he held several senior positions, most recently serving in an executive role with a GE Capital portfolio company that specialized in alternative risk insurance and reinsurance. KEY EXPERIENCE AND QUALIFICATIONS In light of Mr. Zaffino’s significant experience in the insurance industry, including his leadership of the turnaround of AIG’s General Insurance business, AIG’s Board has concluded that Mr. Zaffino should be re-elected to the Board. |

  26. Proposal 1—Election of Directors

    | 20 | | 2021 Proxy Statement |

  27. Proposal 1—Election of Directors

    Corporate Governance Our Corporate Governance Practices

  28. Proposal 1—Election of Directors

    | Corporate Governance |

  29. Primary responsibilities

    | • | Periodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation. |

  30. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  31. COMPENSATION OF DIRECTORS

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

  32. COMPENSATION OF DIRECTORS

    We use a combination of cash and deferred stock-based awards to attract and retain qualified candidates to serve as independent directors on our Board. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties to AIG, as well as the diverse and complementary skills, experience and attributes of our directors. The following table describes the compensation structure for AIG’s independent directors in 2020.

  33. 2020 INDEPENDENT DIRECTOR COMPENSATION

    2020 INDEPENDENT DIRECTOR COMPENSATION

  34. 2020 INDEPENDENT DIRECTOR COMPENSATION

    | Independent Members of the Board in 2020 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | W. Don Cornwell | 155,000 | 169,977 | 10,000 | 334,977 | | John H. Fitzpatrick | 125,000 | 169,977 | 0 | 294,977 | | William G. Jurgensen | 165,000 | 169,977 | 0 | 334,977 | | Christopher S. Lynch | 145,000 | 169,977 | 0 | 314,977 | | Henry S. Miller | 125,000 | 169,977 | 10,000 | 304,977 | | Linda A. Mills | 145,000 | 169,977 | 12,000 | 326,977 | | Thomas F. Motamed | 125,000 | 169,977 | 0 | 294,977 | | Suzanne Nora Johnson | 60,288 | 0 | 0 | 60,288 | | Peter R. Porrino | 150,385 | 169,977 | 12,000 | 332,362 | | Amy L. Schioldager | 125,000 | 169,977 | 0 | 294,977 | | Douglas M. Steenland | 385,000 | 169,977 | 0 | 554,977 | | Therese M. Vaughan | 125,000 | 169,977 | 9,980 | 304,957 |

  35. 2020 INDEPENDENT DIRECTOR COMPENSATION

    | This column represents annual retainer fees, Independent Chair retainer fees and Board Committee Chair retainer fees. For Mr. Jurgensen, the amount includes (i) a prorated Board Committee Chair retainer fee for his service as Chair of the Audit Committee until the date of the 2020 Annual Meeting; and (ii) a prorated Committee Chair retainer fee for his service as Chair of the Risk and Capital Committee, effective as of the date of the 2020 Annual Meeting. For Mr. Porrino, the amount includes a prorated Board Committee Chair retainer fee for his service as Chair of the Audit Committee, effective as of the date of the 2020 Annual Meeting. For Ms. Nora Johnson, the amount includes prorated annual retainer fees for her service as director and as Chair of the Risk and Capital Committee until the date of the 2020 Annual Meeting. For Ms. Nora Johnson, the amount does not include (i) $813,153.06, which represents the value of shares of AIG common stock delivered when she ceased to be a member of the Board as of the 2020 Annual Meeting in accordance with the terms of DSUs previously granted; and (ii) $2,247.90, which represents a cash payment with respect to warrant equivalents granted to her related to DSUs granted prior to the distribution of warrants to all holders of AIG common stock in January 2011.(1) |

  36. 2020 INDEPENDENT DIRECTOR COMPENSATION

    | This column represents the grant date fair value of DSUs granted in 2020 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.(2) |

  37. 2020 INDEPENDENT DIRECTOR COMPENSATION

    | This column represents charitable contributions disbursed by AIG during 2020 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 2020 only, the maximum amount of AIG’s charitable donation match was increased to $12,000 per employee or director annually.(3) |

  38. 2020 INDEPENDENT DIRECTOR COMPENSATION

    | 2021 Proxy Statement | | 39 |

  39. 2020 INDEPENDENT DIRECTOR COMPENSATION

    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, 2020 for the independent directors of AIG during 2020. None of the independent directors hold option awards.

  40. The Impact of the COVID-19 Crisis on our Executive Compensation Programs

    The Impact of the COVID-19 Crisis on our Executive Compensation Programs The onset of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation to address AIG’s changing priorities, while continuing to reinforce the importance of transformation initiatives. Per its usual timelines, target compensation levels were approved in the first months of the new year with incentive plan goals due to be approved in March. However, by March, uncertainties and growing concerns about the magnitude of the potential impact of the COVID-19 crisis led the CMRC to delay the finalization of the STI plan and PSU performance metrics, while proceeding with the grant of stock options and RSUs in order to project stability to the leadership team and employee base. This bifurcated incentive issuance process provided AIG with time to better assess and forecast the potential impact of the COVID-19 crisis on AIG’s short-, medium- and long-term business strategies, and develop metrics that supported our most urgent corporate priorities. The CMRC revisited the STI plan and PSU design and metrics at four meetings between March and July. In May, the CMRC approved the performance metrics for our STI program, which were aligned with AIG’s three priority focus areas of liquidity, capital preservation and de-risking. The CMRC designed a disciplined discretion framework for the STI program, so that overall business performance and business unit performance would be measured by assessing quantifiable results against internal expectations in the context of the COVID-19 crisis. In July, as AIG and the CMRC had better insight into the broad range of potential long-term impacts of the COVID-19 crisis on our business, the CMRC approved metrics for the 2020 PSUs, incorporating Relative Tangible BVPS and relative TSR metrics, to mitigate the need to calibrate absolute long-term goals in the midst of continued uncertainty, and an absolute metric relating to AIG 200 Cumulative Run-rate Net GOE Savings*. While the operating environment remained uncertain, these areas of focus are integral to AIG’s long-term, sustainable growth and resiliency.

  41. The Impact of the COVID-19 Crisis on our Executive Compensation Programs

    | Important aspects of our 2020 executive compensation framework remained consistent with the framework for 2019: | | | • | STI awards continued to be based on a combination of Business and Individual Performance Scores combined on a multiplicative basis, meaning if either element is zero, no STI award is earned; | | • | The Individual Performance Score component of STI awards continued to assess performance under four pillars—Financial, Strategic, Operational and Organizational—which reflect various important initiatives for AIG including employee engagement, well-being, and diversity, equity and inclusion; | | • | LTI awards continued to be granted in a combination of PSUs (50%), stock options (25%) and RSUs (25%); | | • | 2020 PSUs continued to be subject to performance measures combining financial, operational and TSR metrics; and | | • | Performance requirements for the 2018 and 2019 PSUs granted to our named executives remained unchanged and the CMRC did not use discretion when adjudicating the performance of the 2018 PSU awards for our named executives. | | However, other aspects of our 2020 program and some of the underlying details changed to align with our priority focus areas within the context of an uncertain operating environment as a result of the COVID-19 crisis: | | | • | The Business Performance Score component of the 2020 STI plan was assessed on a company-wide basis rather than on a business unit basis, reflecting our enterprise-wide focus on liquidity, capital preservation and de-risking; | | • | Business unit accountability was maintained, but through the Financial pillar of our Individual Performance Score assessment in the STI plan in 2020; | | • | Overall business performance and business unit performance were assessed using a disciplined discretion framework that assessed quantifiable results against internal expectations with respect to AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis; and | | • | The 2020 PSUs granted as part of our LTI awards were subject to new performance metrics: Relative Tangible BVPS* growth, AIG 200 Cumulative Run-rate Net GOE Savings* and TSR. Both BVPS and TSR will be measured on a relative basis, mitigating the need to calibrate long-term goals that might ultimately be too challenging or too easy to attain. The AIG 200 Cumulative Run-rate Net GOE Savings* goals were unchanged from those developed as part of AIG 200 when it was announced in 2019. |

  42. 2020 Short-Term Incentive Plan

    2020 Short-Term Incentive Plan This approach means that:

  43. 2020 Short-Term Incentive Plan

    | • | Financial performance is considered as part of both the business performance assessment on a company-wide basis, and the individual performance assessment as it pertains to each named executive’s area of accountability; |

  44. 2020 Short-Term Incentive Plan

    | • | No payout is earned if the Business Performance Score is zero (even if the Individual Performance Score is greater than zero); and |

  45. 2020 Short-Term Incentive Plan

    | • | Individual Performance Score cannot account for more than one-third of the total amount earned. |

  46. 2020 Performance Share Units

    2020 Performance Share Units

  47. 2020 Performance Share Units

    | 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 this metric is calculated from our audited financial statements.* |

  48. 2020 Performance Share Units

    | 56 | | 2021 Proxy Statement |

  49. 2020 Performance Share Units

    The CMRC believes that these changes collectively resulted in an executive compensation framework for 2020 that appropriately balanced a performance orientation and pay for performance mindset with the uncertainty that dominated the year, requiring agility from our leaders. Additional information on the programs in place for 2020 can be found under “—2020 Compensation Decisions and Outcomes,” beginning on page 66.

  50. Overview of 2020 Compensation Program and Decisions

    | 2020 Compensation Component | Duperreault | Lyons | Zaffino | Dachille | Fato(1) | | Target compensation, informed by market practices in our peer group | | | | | | | Base Salary | $1,600,000 | $1,000,000 | $1,400,000 | $1,250,000 | $1,000,000 | | Target STI | $4,500,000 | $1,900,000 | $3,000,000 | $2,500,000 | $1,900,000 | | Target LTI | $12,900,000 | $3,300,000 | $8,600,000 | $4,250,000 | $3,300,000 | | Target Direct Compensation | $19,000,000 | $6,200,000 | $13,000,000 | $8,000,000 | $6,200,000 | | Compensation decisions, informed by target compensation and business and individual performance | | | | | | | 2020 STI Percent of Target Earned (Business Performance Score x Individual Score)(2) | 100%(3) | 161% | 150% | 132% | 151% | | Business Performance Score | 107.5% | 107.5% | 107.5% | 107.5% | 107.5% | | Business Performance Score, as adjusted | 100%(3) | — | 100%(4) | — | — | | Individual Score | 140%(3) | 150% | 150% | 123% | 140% | | 2020 Actual STI Award | $4,500,000(3) | $3,059,000 | $4,500,000 | $3,300,000 | $2,869,000 | | 2020 LTI Individual Modifier | — | — | — | — | 125% | | 2020 Target LTI Grant | 12,900,000 | 3,300,000 | 8,600,000 | 4,250,000 | 3,950,000 |

  51. Overview of 2020 Compensation Program and Decisions

    | See the “—2020 Compensation Decisions and Outcomes—2020 Short-Term Incentive Awards” for detailed explanation of the underlying performance considered in assessing the Business and Individual Performance Scores.(2) |

  52. Overview of 2020 Compensation Program and Decisions

    | In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that (i) the Business Performance Score applied to Mr. Duperreault’s 2020 STI award should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Individual Performance Score of 140%.(3) |

  53. Overview of 2020 Compensation Program and Decisions

    | The CMRC and Mr. Zaffino agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.(4) |

  54. Alignment of Pay with Shareholder Experience

    | • | 92% of target pay to our Chief Executive Officer is variable or “at-risk” | | • | 22% of target: realized value of performance-based equity awards made to Chief Executive Officer through 2019 |

  55. Alignment of Pay with Shareholder Experience

    Our executive compensation program aligns pay with performance, as demonstrated through a compensation framework where 92 percent 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 provide exposure to stock price movements, and that reward both in-year delivered performance and leading performance indicators critical to long-term success. In 2019, the success of the foundational work undertaken since 2017 was evident in both our financial results and our returns to stockholders, with TSR outperforming the S&P 500 and the median S&P 500 insurance company. Early in 2020, at the beginning of the COVID-19 crisis, the global markets suffered a downturn and AIG’s stock price reflected this turmoil, erasing the emerging positive effects of our transformational efforts. Given the performance-based structure of our executive compensation program, this stock performance has impacted equity payouts and realized equity value for our executives, commensurate with returns to our shareholders. The alignment of pay for performance with the experience of our shareholders is further evidenced through the outcomes earned under our incentive programs over the last four years. In two of the three most recent vesting cycles of PSUs, the earned payout factor was 0 percent. The 2018-2020 PSUs were earned at 91 percent of target, reflecting positive outcomes for two of the three performance metrics as a result of the improved operational performance under our new leadership team. See “—2020 Compensation Decisions and Outcomes—Assessment of 2018 Performance Share Units.” As we continue to improve operational performance to drive transformative growth that will unlock value for our shareholders, realized pay remains low relative to target. This reflects that, while there are improvements in our underlying performance, it has not yet translated into meaningful returns to our shareholders, with most stock option awards underwater. If the leadership team is successful in steering AIG through the COVID-19 crisis, executing the separation of Life and Retirement from AIG and delivering on AIG 200, these actions should result in share price appreciation for our shareholders, and the pay realized by our named executives should also improve.

  56. PRE-2020 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2016-2019 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2020*

    PRE-2020 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2016-2019 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2020*

  57. PRE-2020 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2016-2019 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2020*

    | | | | | Value as of December 31, 2020 | | * | Represents value of all performance-based LTI awards (i.e., PSUs and stock options) granted between 2016 and 2019 as a percentage of target value at grant as of December 31, 2020 based on performance levels (as applied to our PSUs) and our stock price. 2019 PSUs assume target performance. Stock option value based on intrinsic value. Messrs. Duperreault and Zaffino and Ms. Fato joined AIG in 2017 and accordingly received no 2016 LTI awards. Mr. Lyons joined AIG in 2018 and accordingly received no 2016 or 2017 LTI awards. Amounts for Messrs. Duperreault, Lyons and Zaffino include new hire stock options that were granted when they joined AIG. |

  58. PRE-2020 LONG-TERM INCENTIVE PAY FOR PERFORMANCE VALUE OF 2016-2019 PERFORMANCE-BASED AWARDS (PSUS AND STOCK OPTIONS) AS OF DECEMBER 31, 2020*

    | 58 | | 2021 Proxy Statement |

  59. Special Awards

    Special Awards The CMRC is committed to identifying, attracting, motivating, rewarding and retaining highly qualified leaders who drive AIG’s long-term success. These goals were particularly important to the CMRC in 2020, where the strength and performance of our senior leaders made them attractive targets in a competitive market for talent with turnaround experience. The CMRC examined the role of our leadership team in our strategic priority areas and assessed the extraordinary efforts of certain named executives assuming new roles and responsibilities. In recognition of their demonstrated performance, the CMRC approved one-time RSU awards for Messrs. Zaffino and Lyons and Ms. Fato having target values of $10 million, $3 million and $1 million, respectively. In each case, the vesting schedule for the award was aligned with the role of the named executive and the size of the named executive’s award, with Mr. Zaffino’s special award vesting in equal thirds on the third, fourth and fifth anniversaries of the grant date. Further details regarding these awards can be found under “—2020 Compensation Decisions and Outcomes—Special Awards” below.

  60. ENGAGEMENT WITH SHAREHOLDERS ON EXECUTIVE COMPENSATION TOPICS

    | Executive Compensation Themes Discussed | AIG’s Response to Shareholder Feedback | | Many shareholders anticipated that a more discretionary approach would be required in the STI plan as a result of the COVID-19 crisis and expressed a desire for clear disclosures around the CMRC’s decision-making | • Modified the STI plan approach and metrics, using disciplined discretion to assess performance and determine STI awards • Continued commitment to clear and transparent disclosure regarding the application of judgment and discretion in assessing performance outcomes | | Shareholders desired fewer changes to LTI programs as a result of the COVID-19 crisis and stressed the need to continue to align long-term awards with the shareholder experience | • Delayed grant of 2020 PSUs to enable informed review of performance metrics and goal setting following more clarity as to the possible impacts of the COVID-19 crisis on AIG’s long-term strategic priorities • Core 2020 PSU goals based on areas of focus integral to AIG’s long-term, sustainable growth • Continued use of a three-year relative TSR metric to provide a direct tie to the shareholder experience | | Shareholders strongly advised against changes to unvested in-flight LTI award metrics | • Made no changes to any aspect of the 2018 or 2019 PSUs for the named executives |

  61. Our Philosophy

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

  62. 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 | ü 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 | ü Majority of compensation is variable and at-risk ü Incentives tied to AIG performance, business performance and individual contributions ü Objective performance measures and goals used, which are clearly disclosed ü 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 | ü Majority of compensation delivered in equity-based vehicles ü Majority of equity-based compensation is performance-based, in the form of PSUs and stock options ü 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 ü Performance goals are set with rigorous standards commensurate with both the opportunity and our risk guidelines |

  63. Compensation Best Practices

    | What We Do: | What We Avoid: | | ü Pay for performance ü Deliver majority of executive compensation in the form of at-risk, performance-based pay ü Align performance objectives with our strategy ü Engage with our shareholders on matters including executive compensation and governance ü Require meaningful share ownership and retention during employment and for six months following departure ü Prohibit pledging and hedging of AIG securities ü Cap payout opportunities under our incentive plans ü Maintain a robust clawback policy ü Maintain double-trigger change-in-control benefits ü Conduct annual compensation risk assessment ü Engage an independent compensation consultant | û No tax gross-ups other than for tax equalization and relocation benefits û No excessive perquisites, benefits or pension payments û No reloading or repricing of stock options or stock appreciation rights û No equity grants below 100% of fair market value û No dividends or dividend equivalents vest unless and until long-term incentive awards vest |

  64. 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: base salary, an STI award and an LTI award in the form of PSUs, stock options and RSUs. Our annual target total direct compensation and mix of components are set with reference to market data for comparable positions at our business and talent competitors. We also provide market-based perquisites and benefits.

  65. Use of Market Data

    Use of Market Data

  66. Use of Market Data

    | • | Four peer groups | | • | Reflect competitors for talent, business and investors | | • | Aligns peer group with intended purpose |

  67. Use of Market Data

    We use data for 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 four peer groups for executive compensation in 2020: one to inform compensation levels and design, and three for measuring relative performance in our LTI program. Each serves a distinct purpose to enhance relevance of the data being considered.

  68. Compensation Peer Group Review

    Compensation Peer Group Review In late 2019, the CMRC conducted a review of the compensation peer group with the support of its independent adviser. Six guiding principles were established to inform peer selection:

  69. Compensation Peer Group Review

    | 64 | | 2021 Proxy Statement |

  70. Compensation Peer Group Review

    Following this analysis, the CMRC approved the following peer group for 2020 compensation decisions: Those companies removed from the peer group did not sufficiently meet the established guiding principles or were no longer standalone listed companies. We believe the new 2020 group comprises companies our shareholders will consider relevant in assessing AIG’s executive compensation. At the time of assessment, AIG ranked at the 58th percentile on total assets, 38th percentile on market cap, the 57th percentile on revenue and the 36th percentile on headcount among our 2020 compensation peer group.

  71. Long-Term Incentive Peer Groups

    Long-Term Incentive Peer Groups The remaining three peer groups are used for the purpose of assessing relative performance under our LTI program. Beginning in 2019, relative TSR was added as an element of the performance metrics applied to PSUs. For the 2020 PSUs, we also changed the previously used BVPS metric to be measured on a relative basis, to mitigate the challenges of setting long-term goals in the current operating environment. To enhance the alignment of payouts with performance, separate peer groups, each consisting of seven companies, were developed for General Insurance and Life and Retirement, with performance for each peer group assessed separately and combined on a weighted basis. This reflects the different BVPS expectations for each business unit both within AIG and observed in the market. The constituent companies of each peer group are longstanding competitor reference points for each business. In assessing relative TSR performance, these two groups of seven companies are then combined with five other composite insurance companies into a single reference group of 19 companies.

  72. Long-Term Incentive Peer Groups

    | 2021 Proxy Statement | | 65 |

  73. Long-Term Incentive Peer Groups

    For more information on the definitions and operation of these metrics, see “—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.”

  74. 2020 Short-Term Incentive Awards

    2020 Short-Term Incentive Awards

  75. 2020 Short-Term Incentive Awards

    | At a Glance: • Modified design for 2020 to enhance relevance during a period of uncertainty • 2020 payouts ranged from 100% to 161% of target reflecting: ○ The CMRC’s approval of an AIG Business Performance Score of 107.5% applied to the STI decisions for Messrs. Lyons and Dachille and Ms. Fato, reflecting AIG’s significant achievements on our strategic financial priorities against the backdrop of unprecedented market volatility and challenges resulting from the COVID-19 crisis. ○ The CMRC’s recognition of significant individual accomplishments by each of the named executives in each of the four strategic pillars—Financial, Strategic, Operational and Organizational. ○ A determination by the CMRC and Mr. Duperreault that, in light of AIG’s TSR relative to compensation peers in 2020, (i) the Business Performance Score applied to the 2020 STI decision for Mr. Duperreault should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Individual Performance Score of 140%. ○ An agreement by the CMRC and Mr. Zaffino to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%. What’s Unchanged for 2020: • Payouts based on combination of business and individual performance • Earned awards equal the Business Performance Score (0% to 150%), multiplied by the Individual Performance Score (0% to 150%) • Individual assessments continue to be based on performance in four core areas (Financial, Strategic, Operational and Organizational) • Payouts capped at 200% of target • Subject to clawback Changes for 2020: • Guiding principle of rewarding for a strong capital position that allows AIG to pursue longer-term strategies that unlock shareholder value • Business Performance Score in 2020 based on company-wide performance in three strategic priority areas of de-risking, liquidity and capital preservation • Business performance was measured using a disciplined discretion framework that assessed quantifiable results against internal expectations with respect to the AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis • Financial pillar of the individual assessment included assessment of supporting quantitative financial metrics for the business unit relevant to each named executive • Mr. Duperreault’s and Mr. Lyons’ 2020 target opportunities increased to address market alignment shortfalls; Ms. Fato’s target opportunity increased in September 2020 in recognition of the expansion of her duties and responsibilities |

  76. 2020 Short-Term Incentive Awards

    STI awards are designed to drive AIG’s business objectives and strategies and reward for performance delivered during the year. In 2020 the CMRC determined it was appropriate to depart from the design established last year, which was based on quantitative business metrics and an Individual Performance Scorecard. The COVID-19 crisis presented unparalleled uncertainty and resulted in a global economic crisis. Due to the significant work done since 2017 to improve the fundamentals of our businesses and substantially de-risk the company’s balance sheet, AIG was in a strong position entering 2020. The CMRC designed the 2020 STI program to reward for a strong capital position emerging from the COVID-19 crisis with which to

  77. 2020 Short-Term Incentive Awards

    | 68 | | 2021 Proxy Statement |

  78. 2020 Short-Term Incentive Awards

    pursue longer-term strategies that unlock shareholder value, including the announcement of the planned separation of AIG’s Life and Retirement business from AIG. The fundamental structure of the STI program is unchanged from 2019: Business and Individual Performance Scores are combined on a multiplicative basis. This combination 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. The payout profile for the 2020 STI Plan is also unchanged, with 50 percent of target payable for threshold performance and 150 percent of target payable for maximum performance in each area. Awards are subject to an overall cap of 200 percent of target. The CMRC applied judgment under the disciplined discretion framework of the 2020 STI plan to determine whether performance constituted ‘threshold’, ‘target’, ‘maximum’, or some other level of performance. For performance deemed to fall below threshold no STI awards would be earned.

  79. 2020 Short-Term Incentive Awards

    | 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 this metric is calculated from our audited financial statements.* |

  80. 2020 Short-Term Incentive Awards

    This approach means that:

  81. 2020 Short-Term Incentive Awards

    | · | Financial performance is considered as part of both the business performance assessment on a company-wide basis, and the individual performance assessment as it pertains to each named executive’s area of accountability; |

  82. 2020 Short-Term Incentive Awards

    | · | No payout is earned if the Business Performance Score is zero (even if the Individual Performance Score is greater than zero); and |

  83. 2020 Short-Term Incentive Awards

    | · | Individual Performance Score cannot account for more than one-third of the total amount earned. |

  84. 2020 Short-Term Incentive Awards

    | 2021 Proxy Statement | | 69 |

  85. Business Performance Scorecard

    Business Performance Scorecard For 2020, the Business Performance Scorecard pivoted from business unit metrics to an assessment of company-wide performance given the uncertainty posed by the COVID-19 crisis. In May 2020, the CMRC established a program to focus on three priority areas of strategic significance: liquidity, capital preservation and de-risking. Within each area, potential actions were identified for management to pursue, although the CMRC purposefully did not establish formal objectives. This deference incentivized management to adopt an agile mindset in navigating the uncertain environment with a fundamental focus on maintaining the financial strength of the holding and operating companies. In the first quarter of 2021, the CMRC assessed performance in each of these three areas as summarized below.

  86. Individual Performance Scorecard

    | Above Target (101%-150% payout); Target (100% payout); Threshold (50%-99% payout); Below Threshold (0% payout).* |

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

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth | • Determined with reference to the Headquarters performance assessment detailed above • Assessed above target—107.5% | | Strategic Provide decision support to execute on key strategies; provide M&A execution support; engage with investors and key ratings agencies; deliver against critical strategic initiatives for Finance | • Participated in a comprehensive review of AIG’s composite structure, including review of strategic, operational, capital and tax implications and developed output that resulted in the October 2020 announcement of intent to separate the Life and Retirement business from AIG • Led continuous proactive engagement with investors and rating agencies to ensure understanding of AIG’s COVID-19 response and strong capital position against the backdrop of earnings pressures and volatile markets | | Operational Effectively execute against the 2020 Budget and Capital Plan; meet tax and accounting objectives; progress on AIG 200 finance initiatives for 2020; maintain a robust control environment; lead effective crisis response to the COVID-19 crisis regarding business continuity, employee engagement and liquidity | • Successfully executed revised capital plan goals, including a successful raising of $4.1 billion in debt which provided additional financial flexibility in the face of capital market volatility • Delivered considerable savings through effective tax management solutions, including planning and implementing strategies that protected against the potential expiration of foreign tax credits • Achieved meaningful accounting outcomes, including the successful implementation of current expected credit losses methodology and progress on the implementation of Long-Duration Targeted Improvements accounting | | Organizational Enhance development and demonstration of leadership competences in interactions within Finance across AIG; continue to develop a best-in class workforce; promote a culture of integrity; improve representation of diverse talent | • Ensured ongoing engagement of the AIG Finance function in a remote work environment through video technology, increased communication, townhalls and ’skip level’ meetings for informal small group discussions • Continued best practices, filling more senior roles through internal promotions, increasing the proportion of external diverse hires, hosting listening sessions to drive a more inclusive culture, conducting special sessions for high performing employees and early career employees, and furthered early career programs and partnered with Early Careers to increase the diversity of candidate pools • Active and continued promotion of a culture of integrity through behavior-driven leadership, regular communication and encouraging open dialogue | | Mark Lyons Individual Performance Score: 150% | |

  88. Peter Zaffino | President and Global Chief Operating Officer

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth | • Determined with reference to the Headquarters and General Insurance performance assessments detailed above • Both assessed above target—107.5% | | Strategic Execute on General Insurance strategic plan 2020 and drive the planned 2020 AIG 200 actions for operational and financial performance improvement | • Led a comprehensive review of AIG’s composite structure and development of a strategic plan to unlock shareholder value, that resulted in the October 2020 announcement of intent to separate the Life and Retirement business from AIG, pursuit of which was enabled by strengthening of the General Insurance business since 2017 • Designed and operationalized continued General Insurance underwriting improvements and strategic portfolio optimization, including improved underwriting discipline in General Insurance’s North America and International businesses; growth in higher margin lines, continued improvement in the overall mix of business despite the impact of the COVID-19 crisis; the launch of Syndicate 2019 in partnership with Lloyd’s; and achieved significant rate improvement across multiple lines • Further evolved AIG’s reinsurance program without increasing net exposures and reducing spend enabled by improvements in gross underwriting; purchased additional aggregate protection with favorable terms | | Operational Continue to drive efforts to streamline end-to-end business processes, increase the quality and speed of decision-making, improve data quality and enhance governance processes; lead effective crisis response to the COVID-19 crisis regarding business continuity, employee engagement and liquidity | • Successfully led the AIG 200 transformational initiative including the accelerated execution of certain programs in a remote working environment resulting in AIG 200 Cumulative Run-rate Net GOE Savings* of approximately $400 million, which exceeded target by 30% • Led AIG’s COVID-19 response, maintaining high employee engagement and productivity through frequent and transparent communications across the organization and deployment of effective technology and collaboration platforms • Conducted extensive outreach with regulators, rating agencies and investors to provide assurances regarding AIG’s financial strength and liquidity and ability to manage through the COVID-19 crisis | | Organizational Continue to execute on multi-year General Insurance Human Capital Plan; implement transformation change under AIG 200; promote a culture of integrity; provide leadership to diversity, equity and inclusion actions | • Aggressively pursued talent development commitment by making critical strategic hires, including diverse talent, and evaluating internal talent across the firm to strengthen the leadership bench, improve succession planning, and place needed skills and capabilities in the right roles • Built an exceptional pipeline of senior leaders, transitioning members of the General Insurance leadership team into new roles, including the promotion of a new Chief Executive Officer of General Insurance in August 2020 | | Peter Zaffino Individual Performance Score: 150% | |

  89. Peter Zaffino | President and Global Chief Operating Officer

    | | | * The CMRC and Mr. Zaffino agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%. |

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

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth through Investments performance | • Determined with reference to the Investment performance assessment detailed above • Assessed above target—115% | | Strategic Establish best in class third-party asset management practices and achieve key milestones in the strategic plan; complete Fortitude Holdings transaction | • Led the sale of a majority interest in Fortitude Holdings, a significant de-risking priority • Exceeded new business goal for third-party asset management with several new client wins, operationalizing the business with a strategic business plan that included clear metrics and deliverables, with a focus on governance | | Operational Contribute to operating structure and transformation work in Investments as part of AIG 200; reinforce a culture of integrity and prudent risk management; lead effective crisis response to the COVID-19 crisis regarding business continuity, employee engagement and liquidity | • Made progress on de-risking the investments portfolio; enhanced governance frameworks that improve transparency and oversight in a range of areas including vendors • Quickly and successfully pivoted investments team to work from home model while maintaining control levels through protocols such as no voice trading; focused on employee engagement and prioritizing wellness through increased communication, access to resources and virtual events • Developed and maintained comprehensive COVID-19 stress scenarios | | Organizational Develop a comprehensive Human Capital Management Program to attract, retain, develop and reward top talent; engage teams through cross-functional initiatives; champion diversity efforts to increase representation in under-represented groups | • Successfully realigned Investments senior leadership team responsibilities focused on building internal talent capabilities • Enhanced recruitment strategy to increase diversity and intern and analyst programs aimed at high-potential candidates with diverse backgrounds; launched a mentoring program and manager training program • Established a monthly Asset Management Learning Series to promote cross-team collaboration and develop talent and assembled a cross-functional team tasked with developing an ESG Investment framework to address client, consultant and regulatory needs | | Douglas Dachille Individual Performance Score: 123% | |

  91. Lucy Fato | Executive Vice President, General Counsel & Global Head of Communications and Government Affairs

    | Area and Summary of Goals | Achievements | | Financial Position AIG for long-term, profitable growth | • Determined with reference to the Headquarters performance assessment detailed above • Assessed above target—107.5% | | Strategic Maintain positive relationships with regulators and policymakers; support strategic transactions and de-risking initiatives; and enable actions to strengthen AIG’s balance sheet and liquidity position, and reduce risk, particularly in light of the COVID-19 crisis | • Oversaw and participated in enhanced engagement efforts with global regulators and policymakers, including real time communication regarding the COVID-19 crisis and its impact on AIG’s businesses, employees, policyholders and remote work environment; and responding to a significantly higher volume of requests for data throughout 2020 • Led Legal, Compliance & Regulatory efforts on several strategic transactions and de-risking initiatives, including the sale of a majority interest in Fortitude Holdings; the successful raising of $4.1 billion in debt; the launch of Syndicate 2019 through a novel partnership with Lloyd’s; and the announcement of leadership transitions and the planned separation of the Life and Retirement business from AIG • Favorably resolved a number of legacy and other complex litigation matters • Supported the evolution of AIG’s Sustainability agenda and the enhancement of its reporting frameworks; and led AIG’s robust year-round shareholder engagement program, which resulted in meetings with shareholders representing over 50% of AIG’s outstanding shares in 2020 | | Operational Support AIG 200 as a member of the Steering Committee; and serve as executive sponsor of Organizational Health Initiatives | • Served as a member of the AIG 200 Steering Committee with a focus on risk and control frameworks, and Organizational Health • Oversaw Legal, Compliance & Regulatory support of AIG 200 initiatives, including partnerships with third parties to ensure compliance with applicable laws, regulations, and governance protocols in the jurisdictions in which AIG operates • Led an enterprise-wide initiative to embed Organizational Health programs in AIG 200 workstreams • Designed an enhanced internal and external communications strategy in connection with the COVID-19 crisis, social unrest in the U.S. and abroad, AIG 200, and leadership transition announcements | | Organizational Promote a culture of integrity and risk awareness; support diversity, equity, and inclusion initiatives; and encourage participation in ERGs and Pro Bono matters | • Oversaw AIG’s Global Compliance department’s efforts and initiatives designed to maintain a robust culture of integrity and compliance framework, particularly in a remote work environment • Promoted AIG’s diversity, equity, and inclusion goals, including by following the “Rooney Rule” with respect to open positions; and encouraged participation in ERGs and talent development programs, specifically those targeted at developing women and other underrepresented groups • Oversaw AIG’s award-winning Pro Bono Program; established a new pillar of the Pro Bono Program focused on criminal and social justice reform; and created a full-time position for a Pro Bono Coordinator to reinforce AIG’s commitment to providing legal and other services to those most in need | | Lucy Fato’s Individual Performance Score: 140% | |

  92. Lucy Fato | Executive Vice President, General Counsel & Global Head of Communications and Government Affairs

    | Named Executive | 2020 Target Short-Term Incentive Award | Business Performance Result | Individual Performance Scorecard Result | 2020 Actual Short-Term Incentive Award | | Brian Duperreault | $4,500,000 | 100%(1) | 140% | $4,500,000(1) | | Mark D. Lyons | $1,900,000 | 107.5% | 150% | $3,059,000 | | Peter Zaffino | $3,000,000 | 100%(2) | 150% | $4,500,000 | | Douglas A. Dachille | $2,500,000 | 107.5% | 123% | $3,300,000 | | Lucy Fato | $1,900,000 | 107.5% | 140% | $2,869,000 |

  93. Lucy Fato | Executive Vice President, General Counsel & Global Head of Communications and Government Affairs

    | In light of AIG’s TSR relative to compensation peers in 2020, the CMRC and Mr. Duperreault determined that (i) the Business Performance Score applied to the 2020 STI decision for Mr. Duperreault should be 100%; and (ii) the Chief Executive Officer’s 2020 STI award should be paid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis and Mr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process, resulting in an Individual Performance Score of 140%.(1) |

  94. Lucy Fato | Executive Vice President, General Counsel & Global Head of Communications and Government Affairs

    | The CMRC and Mr. Zaffino agreed to lower the Business Performance Score applied to Mr. Zaffino’s 2020 STI award from 107.5% to 100%.(2) |

  95. 2020 Long-Term Incentive Awards

    2020 Long-Term Incentive Awards

  96. 2020 Long-Term Incentive Awards

    | At a Glance: • Modified PSU metrics for 2020 to increase the use of relative metrics given market uncertainty, and incorporate an AIG 200 metric following its launch in 2019 What’s Unchanged for 2020: • 75% performance-based in PSUs (50%) and stock options (25%); 25% time-based in RSUs • All equity awards subject to cliff vesting over a three-year time horizon • 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 • PSU payout capped at 200% of target • Subject to clawback Changes for 2020: • Delayed grant of 2020 PSUs until July 2020, providing more time to develop informed metrics and set goals in a challenging environment • PSUs based on two new metrics (Relative Tangible BVPS* and AIG 200 Cumulative Run-rate Net GOE Savings*) and a new more expansive approach to assessing relative TSR (modifier rather than cap) • Relative Tangible BVPS* and GOE* metrics assessed on a one-year and three-year basis which, in combination with the use of a relative performance assessment for BVPS and TSR, is intended to most effectively align pay with performance over the next three years • Mr. Duperreault’s and Mr. Zaffino’s 2020 target opportunities increased to address market alignment shortfalls; Ms. Fato’s target opportunity increased in September 2020 in recognition of the expansion of her duties and responsibilities * 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 this metric is calculated from our audited financial statements. |

  97. 2020 Long-Term Incentive Awards

    LTI awards, made in the form of AIG equity awards under the LTI plan, represent the largest percentage of a named executive officer’s annual target compensation opportunity, 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:

  98. 2020 Long-Term Incentive Awards

    | ü | Providing a risk-balanced portfolio of incentive vehicles |

  99. 2020 Long-Term Incentive Awards

    | ü | Aligning performance with AIG’s strategic direction and trajectory that are within management control |

  100. 2020 Long-Term Incentive Awards

    | ü | Simplicity |

  101. 2020 Long-Term Incentive Awards

    Typically, AIG grants LTI awards in March each year. In March 2020, COVID-19 was already impacting global economies and was on the brink of being declared a global pandemic. There was a great deal of uncertainty in the market regarding the impact the COVID-19 crisis would have on global economies, and the outlook for AIG was challenging to project. The CMRC determined that, while it was appropriate to proceed with determining the total target LTI award for each named executive and granting stock options and RSUs to provide a degree of continuity and certainty to all participants, it was prudent to delay the grant of PSUs. This provided time to better understand the potential impact of the COVID-19 crisis on our businesses, for global economies to partially stabilize, and to update our performance expectations for the year. In turn this enabled a more informed determination of appropriate long-term performance metrics that would successfully align pay

  102. 2020 Long-Term Incentive Awards

    | 2021 Proxy Statement | | 81 |

  103. 2020 Long-Term Incentive Awards

    and performance over the next three years as our named executives led AIG through the COVID-19 crisis and its collateral effects on the global economy. As a result of this review, which spanned four CMRC meetings, two new performance metrics were identified to reflect our priorities in a COVID-19 environment: Relative Tangible BVPS* and AIG 200 Cumulative Run-rate Net GOE Savings*. Changing the measurement of the BVPS metric from an absolute normalized basis to a relative tangible basis against defined peer groups mitigated the need to predict long-term performance and set rigorous absolute goals during an uncertain period. Details of these metrics are summarized below and discussed in more detail under “—2020 Performance Awards—Performance Share Units (50%).”

  104. 2020 Long-Term Incentive Awards

    | 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 this metric is calculated from our audited financial statements.* |

  105. 2020 Long-Term Incentive Awards

    All vehicles are subject to a three-year time horizon, with cliff vesting on January 1, 2023, following the three-year period and are covered by AIG’s clawback policy, further enhancing long-term alignment with shareholder interests and retention impact. We believe providing this mix of PSUs, stock options and RSUs continues to support 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 percent of an individual’s target value, based on the CMRC’s assessment of a range of factors, including consideration of prior year performance and contributions, 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. Ms. Fato was the only named executive to receive a modification to her LTI grant in 2020. This individual modifier of 125 percent reflected additional responsibilities she assumed in October 2018 as Interim Head of Human Resources pending the arrival of Karen Ling in July 2019 and was in recognition of her performance in that role, including leading the search process that led to the hiring of Ms. Ling. Separately, on the expansion of Ms. Fato’s role in September 2020 to include Global Communications and Government Affairs, her annual LTI target value was increased to $3,300,000 resulting in an additional LTI award of $700,000 in September 2020. This represented the incremental additional grant value, prior to the application of the individual modifier. No individual modifier was applied to the September award. This award took the same form in terms of mix and performance metrics as the award received earlier in the year.

  106. 2020 Long-Term Incentive Awards

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  107. 2020 Long-Term Incentive Awards

    In 2020, the CMRC approved the following target LTI values and actual target LTI grants for the named executives:

  108. 2020 Long-Term Incentive Awards

    | Named Executive | 2020 Target LTI Value | 2020 Individual Modifier | 2020 Target LTI Grant Value | | Brian Duperreault | $12,900,000 | — | $12,900,000 | | Mark D. Lyons | $3,300,000 | — | $3,300,000 | | Peter Zaffino | $8,600,000 | — | $8,600,000 | | Douglas A. Dachille | $4,250,000 | — | $4,250,000 | | Lucy Fato(1) | $3,300,000 | 125% | $3,950,000 |

  109. 2020 Long-Term Incentive Awards

    | Total award comprises (i) Ms. Fato’s target LTI opportunity prior to the expansion of her role and responsibilities ($2,600,000), modified by 125% ($2,600,000 x 125% = $3,250,000); and (ii) an additional LTI grant of $700,000 relating to the increase to her target opportunity she received in connection with her role expansion in September 2020, resulting in a total 2020 LTI grant of $3,950,000. Ms. Fato’s total target LTI value for 2020, prior to the application of the individual modifier was $3,300,000.(1) |

  110. 2020 Long-Term Incentive Awards

    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 in an annual grant is based on the average closing price of AIG common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit. The number of stock options is based on the grant date fair value of a stock option to purchase a share of AIG common stock. In 2020, the annual grant date for RSUs and stock options was in March, and for PSUs was in July. The number of any PSUs or RSUs granted outside of the annual grant process is based on the average closing price of AIG common stock over the first five trading days of the month of the offer of employment or effective month of a promotion, as applicable.

  111. Performance Share Units (50%)

    Performance Share Units (50%) The 2020 PSU awards can be earned based on performance over a period of three years. The approach for 2020 was established with careful consideration to the uncertain duration and ultimate impact of the COVID-19 crisis. The grant of awards was delayed from March to July, given the lack of visibility as to the true dimensions of the COVID-19 crisis and the related market volatility at the time which made it challenging to establish performance goals in light of evolving strategic priorities. To address concerns regarding goal setting and ensuring the successful alignment of pay with performance the CMRC approved a plan that combines Relative Tangible BVPS* growth on an additive basis with AIG 200 Cumulative Run-rate Net GOE Savings* under our AIG 200 strategy, subject to a relative TSR modifier.

  112. Performance Share Units (50%)

    | | | * 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 this metric is calculated from our audited financial statements. |

  113. Performance Share Units (50%)

    | 2021 Proxy Statement | | 83 |

  114. Performance Share Units (50%)

    These performance metrics will be critical to AIG emerging from the COVID-19 crisis stronger, in a position to unlock further value for shareholders.

  115. Performance Share Units (50%)

    | Metric | Description | Why It Matters to AIG | | Relative Tangible BVPS(1) | To enhance the alignment of payouts with performance, separate peer groups were developed for General Insurance and Life and Retirement. This reflects the different BVPS expectations for each, both within AIG and observed in the market. To assess aggregate performance, the outcome related to each group will be weighted on a 60% (General Insurance) and 40% (Life and Retirement) basis, reflecting AIG’s portfolio mix. | Measures AIG’s progress as compared to peers on a key performance metric that drives stock performance | | AIG 200 | AIG 200 Cumulative Run-rate Net GOE Savings(1) | Measures the success of our transformation program’s sustainable impact on AIG’s overall cost structure | | Relative TSR | TSR delivered during the period from July 1, 2020 ending December 31, 2022 relative to a custom group of AIG peers(2) Peer group comprises BVPS peers for General Insurance and Life and Retirement peers, and five additional composite insurance companies If AIG TSR is in the top quartile, payouts are increased by 10%; if AIG TSR is in the lower quartile, payouts are reduced by 10%. | Measures our success in delivering market competitive returns to shareholders as compared to peers |

  116. Performance Share Units (50%)

    | 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 this metric is calculated from our audited financial statements.(1) |

  117. Performance Share Units (50%)

    | TSR calculated based on (i) the average stock prices for the month preceding the performance period; and (ii) the average stock prices for the final month of the performance period.(2) |

  118. Performance Share Units (50%)

    To reflect the ongoing global economic uncertainty, the Relative Tangible BVPS and AIG 200 Cumulative Run-rate Net GOE Savings goals combine one-year and three-year performance horizons. This dual perspective uses one-year goals to mitigate the risk of setting unrealistic three-year goals while maintaining executives’ focus on three-year performance. The performance assessment comprises three components as detailed below.

  119. Performance Share Units (50%)

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  120. Performance Share Units (50%)

    | • | Performance assessed over three one-year periods and a combined three-year performance period |

  121. Performance Share Units (50%)

    | • | Final score reflects three-year performance, but not less than the average annual performance scores |

  122. Performance Share Units (50%)

    | Rank | 1st | 2nd | 3rd | 4th | 5th | 6th | 7th | 8th | | Payout | 200% | 175% | 150% | 100% | 100% | 75% | 50% | 0% | | Results weighted 60% for General Insurance and 40% for Life and Retirement, reflecting AIG’s portfolio mix | | | | | | | | |

  123. Performance Share Units (50%)

    | • | Relative performance is assessed against two distinct groups of peers (General Insurance peers and Life and Retirement peers) |

  124. Performance Share Units (50%)

    | • | Performance is assessed against each group separately to determine the payout |

  125. Performance Share Units (50%)

    | • | The final score is calculated by combining the General Insurance and Life and Retirement payouts on a weighted basis (60/40) |

  126. Performance Share Units (50%)

    | • | Payout is capped at 75% if AIG ranks 8th on three or more of the six one-year periods (three one-year periods measured relative to each of the General Insurance and Life and Retirement peers) |

  127. Performance Share Units (50%)

    | • | For a list of the General Insurance and Life and Retirement peers, see”—Compensation Design—Use of Market Data—Long-Term Incentive Peer Groups” |

  128. Performance Share Units (50%)

    | • | Performance assessed over three one-year periods and a combined three-year performance period |

  129. Performance Share Units (50%)

    | • | Final score reflects three-year performance, but not less than the average annual performance scores |

  130. Performance Share Units (50%)

    | | AIG 200 Cumulative Run-rate Net GOE Savings* | | | | | 2020 | 2021 | 2022 | | Threshold (50%) | $150 M | $350 M | $700 M | | Target (100%) | $200 M | $450 M | $850 M | | Stretch (150%) | $300 M | $600 M | $1,000 M | | Maximum (200%) | n/a | n/a | $1,200 M |

  131. Performance Share Units (50%)

    | • | Payout is capped at 75% if AIG 200 Cumulative Run-rate Net GOE Savings* by 2022 are below $700M |

  132. Performance Share Units (50%)

    | • | Performance is assessed relative to this grid to determine the level of payout that has been earned |

  133. Performance Share Units (50%)

    | • | The maximum payout is only achievable if the three-year AIG 200 Cumulative Run-rate Net GOE Savings* equal or exceed $1,200M |

  134. ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022

    | • | Performance is assessed relative a single peer group that comprises 19 companies: |

  135. ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022

    | • | For a complete list of the peers used for this relative TSR metric, see “—Compensation Design—Use of Market Data—Long-Term Incentive Peer Groups” |

  136. ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022

    | • | If AIG ranks in the top quartile, the payout score will be increased by 10% |

  137. ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022

    | • | If AIG ranks in the bottom quartile, the payout score will be reduced by 10% |

  138. ASSESSED OVER JULY 1, 2020 – DECEMBER 31, 2022

    The maximum payout opportunity of 200 percent of target reflects ambitious goals that require performance significantly above target. Actual performance relative to the goals approved by the CMRC in 2020 will be disclosed in 2023 following the certification of results by the CMRC. PSUs accrue dividend equivalent rights in the form of additional PSUs that are delivered if and when the underlying PSUs vest.

  139. 2020 Stock Options (25%)

    2020 Stock Options (25%) Named executives’ 2020 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 2020 will vest on January 1, 2023 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.

  140. 2020 Restricted Stock Units (25%)

    2020 Restricted Stock Units (25%) Named executives’ 2020 RSUs will vest on January 1, 2023 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.

  141. Special Awards

    Special Awards The CMRC is committed to identifying, attracting, motivating, rewarding and retaining highly qualified leaders who drive AIG’s long-term success. These goals were particularly important to the CMRC in 2020, where the strength and performance of our senior leaders made them attractive targets in a competitive market for talent with turnaround experience. The CMRC examined the role of our leadership team in our strategic priority areas and assessed the extraordinary efforts of certain named executives assuming new roles and responsibilities. In recognition of their demonstrated performance, the CMRC approved one-time RSU awards for three of our named executives. In each case, the vesting schedule for the award was aligned with the role of the named executive and the size of the named executive’s award.

  142. Assessment of 2018 Performance Share Units

    Assessment of 2018 Performance Share Units The three-year performance period for the 2018 PSUs ended on December 31, 2020. These awards were subject to three equally weighted metrics:

  143. Assessment of 2018 Performance Share Units

    | • | Accident Year Combined Ratio, As Adjusted* improvement, measured annually |

  144. Assessment of 2018 Performance Share Units

    | • | Core Normalized BVPS* growth, measured annually |

  145. Assessment of 2018 Performance Share Units

    | • | Core Normalized Return on Attributed Common Equity*, measured in the third year |

  146. Assessment of 2018 Performance Share Units

    In response to the impact of the COVID-19 crisis, during 2020 the CMRC discussed whether it was appropriate to modify the performance metrics and/or goals that applied to the 2018 PSUs. In particular, the continuing relevance of the Core Normalized Return on Attributed Common Equity metric was debated given the AIG Board withdrew guidance on Core Normalized Return on Attributed Common Equity during the year. On balance, the CMRC resolved to make no changes to the previously approved metrics or goals for the named executives, given a desire to align outcomes with the experience of our shareholders and the long-term nature of the program. In the first quarter of 2021, the CMRC assessed performance over the three-year performance period and certified the results as follows:

  147. Assessment of 2018 Performance Share Units

    | | Performance Goal (% Payout) | | | Actual Performance | | | Earned Performance (% Target) | | | | | Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | FY 2018 | FY 2019 | FY 2020 | FY 2018 | FY 2019 | FY 2020 | Payout (Weighted) | | Accident Year Combined Ratio, as Adjusted, including Average Annual Losses* | — | — | — | 103.9% | 100.4% | 98.1% | — | — | — | — | | Annual Improvement | 0.5 pt | 1 pt | 2 pt | (0.9) pt | 3.5 pt | 2.3 Pt | 0% | 200% | 200% | 133% | | Core Normalized BVPS* | — | — | — | $48.28 | $56.20 | $63.36 | — | — | — | — | | Annual Growth | 5% | 10% | 15% | 6.7% | 16.4% | 12.7% | 67% | 200% | 155% | 141% | | Core Normalized Return on Attributed Common Equity* | 9% | 10% | 11% | N/A | N/A | 6.3% | N/A | N/A | 0% | 0% | | Combined 2018—2020 Performance Payout: | | | | | | | | | | 91% |

  148. Assessment of 2018 Performance Share Units

    | | | 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 this metric is calculated from our audited financial statements.* |

  149. Assessment of 2018 Performance Share Units

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  150. Assessment of 2018 Performance Share Units

    As a result of this performance, awards vested as follows:

  151. Assessment of 2018 Performance Share Units

    | Named Executive | 2018 PSU Award ($) | Target 2018 PSUs | Earned PSUs Vesting | Additional PSUs earned from Vesting Dividend Equivalent Rights(1) | Value of Total PSUs at Vesting($) | Difference Between Grant and Vesting Value($) | | Brian Duperreault | 8,400,000 | 140,116 | 127,505 | 12,549 | 5,200,205 | (3,199,795) | | Mark D. Lyons(2) | 137,500 | 3,166 | 2,881 | 227 | 115,400 | (22,100) | | Peter Zaffino | 3,187,500 | 53,169 | 48,383 | 4,761 | 1,973,237 | (1,214,263) | | Douglas A. Dachille | 3,187,500 | 53,169 | 48,383 | 4,761 | 1,973,237 | (1,214,263) | | Lucy Fato | 1,562,500 | 26,063 | 23,717 | 2,334 | 967,274 | (595,226) |

  152. Assessment of 2018 Performance Share Units

    | Dividend equivalent rights only accrued on earned PSUs.(1) |

  153. Assessment of 2018 Performance Share Units

    | Mark Lyons received a prorated award based on the date of his promotion to Chief Financial Officer in December 2018.(2) |

  154. 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 of actual 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 |

  155. 2021 Short-Term Incentive Program Structure

    2021 Short-Term Incentive Program Structure The 2021 STI program follows the design of AIG’s STI programs prior to 2020. As in prior years, STI awards for our named executives in 2021 will be based on a combination of a quantitative Business Performance Score and Individual Performance Score. The Business Performance Score will be based on performance against empirical and quantitative metrics assigned to the business unit relevant to each of our named executives.

  156. 2021 Short-Term Incentive Program Structure

    | • | The Headquarters Business Performance Score will be based on (1) a weighted average of the Business Performance Scores for General Insurance, Life and Retirement and Investments, assessed as described below; and (2) an AIG 200 Cumulative Run-rate Net GOE Savings* goal. |

  157. 2021 Short-Term Incentive Program Structure

    | • | The General Insurance Business Performance Score will be based on (1) Accident Year Combined Ratio, as Adjusted*; and (2) Calendar Year Combined Ratio Improvement Relative to Peers*. |

  158. 2021 Short-Term Incentive Program Structure

    | • | The Life and Retirement Business Performance Score will be based on (1) Normalized Return on Adjusted Segment Common Equity*; and GOE (Net)*. |

  159. 2021 Short-Term Incentive Program Structure

    | • | The Investments Business Performance Score will be based on (1) Performance relative to Benchmark; and (2) Direct GOE*. |

  160. 2021 Short-Term Incentive Program Structure

    These performance metrics are aligned to AIG’s 2021 strategic business objectives.

  161. 2021 Long-Term Incentive Program Structure

    2021 Long-Term Incentive Program Structure The 2021 LTI grants awarded to our named executives continue to be comprised of a mix of 50 percent PSUs, 25 percent RSUs and 25 percent stock options. The PSUs issued to our named executives in connection with our 2021 LTI program will be earned based on performance on two primary metrics over a three-year performance period:

  162. 2021 Long-Term Incentive Program Structure

    | • | Relative Tangible BVPS* growth measured annually and over three one-year periods and a combined three-year performance period, similar to the Relative Tangible BVPS* growth metric applied to the 2020 PSUs; and |

  163. 2021 Long-Term Incentive Program Structure

    | • | A metric relating to achievement of the separation of the Life and Retirement business from AIG. |

  164. 2021 Long-Term Incentive Program Structure

    | 2021 Proxy Statement | | 89 |

  165. 2021 Long-Term Incentive Program Structure

    Both of these core metrics include clearly defined goals associated with the achievement of “threshold,” “target,” “stretch,” and “maximum.” Additionally, the 2021 PSUs include a relative TSR metric that will adjust the payout up or down 25 percent if our TSR for the performance period is in the top or bottom quartile, respectively, of our peers. These performance metrics are aligned to AIG’s strategic company-wide objectives.

  166. 2021 Long-Term Incentive Program Structure

    | 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 this metric is calculated from our audited financial statements.* |

  167. The Annual Process

    The Annual Process The CMRC has an established annual process for executive compensation decision-making. In a typical year, during the first quarter, the CMRC reviews and approves base salaries and target compensation levels against a backdrop of the business and individual performance evaluations for the prior year, in addition to compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent. The CMRC also reviews and approves the performance metrics and goals that will apply to both STI awards and PSU grants. These metrics and goals are set based on AIG’s rigorous budgeting and strategic planning process. The onset of COVID-19 in the first quarter of 2020 required the CMRC to pivot and adapt its approach to executive compensation. As is typical, target compensation levels were approved in the first quarter with incentive plan goals due to be approved in March. Due to the significant unknowns at that time about the magnitude of the impact the COVID-19 crisis would have on AIG, the CMRC determined to proceed with the grant of stock options and RSUs to provide some stability, but to delay the finalization of the STI plan and PSU performance metrics. This enabled sufficient time to better assess and project the impact of the COVID-19 crisis on AIG’s short-, medium- and long-term business, and develop metrics that supported our prevailing strategic priorities. The CMRC revisited these topics at four meetings between March and July. In May, the CMRC approved the performance metrics for our STI program, aligned with the three priority focus areas for the company of liquidity, capital preservation and de-risking. The CMRC designed a disciplined discretion framework for the STI program, so that overall business performance and business unit performance would be measured by assessing quantifiable results against internal expectations with respect to AIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis. In July, as the Company and the CMRC had better insight into the broad range of potential long-term impacts of the COVID-19 crisis on our business, the CMRC approved metrics for the 2020 PSUs, incorporating Relative Tangible BVPS and relative TSR metrics, to mitigate the need to calibrate absolute long-term goals in the midst of continued uncertainty, and an absolute metric relating to GOE savings under AIG 200, a core program. While the operating environment remained uncertain, these areas of focus were integral to AIG’s long-term, sustainable growth. During the balance of the year, similar to typical years, the CMRC received updates on performance relative to expectations, providing an opportunity to assess potential payouts. As part of these updates, the CMRC discussed the extent to which it would be appropriate to adjust conditions for previously granted PSU awards, ultimately resolving that no changes would be made for the named executives. Additionally, in 2020, the CMRC reviewed compensation arrangements in relation to the planned AIG Chief Executive Officer succession. Following year-end, the CMRC reviewed and assessed final performance in relation to short-term and long-term expectations and approved payouts. As is typical, discussions regarding individual performance and achievements feed into the start of the process for the following year. The CMRC continues to review any relevant feedback from shareholders received during engagement on an ongoing basis to inform their discussions and decisions. Additionally, the Board, based on the recommendation of the CMRC after advice from AIG’s outside counsel and the CMRC’s independent compensation consultant, approved the compensation for Messrs. Zaffino and Duperreault following the execution of AIG’s well-coordinated Chief Executive Officer succession plan, effective March 1, 2021. See “—2021 Compensation Program Design and Decisions—Compensation Decisions Relating to the Chief Executive Officer Transition.”

  168. 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:

  169. 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. |

  170. Input from Independent Compensation Consultants

    In 2020, FW Cook also supported the CMRC on additional key topics, including:

  171. Input from Independent Compensation Consultants

    | • | Updating the CMRC on emerging investor and proxy advisor views on the impact of the COVID-19 crisis on executive compensation; |

  172. Input from Independent Compensation Consultants

    | • | Providing advice and recommendations on actions under consideration in response to the COVID-19 crisis; |

  173. Input from Independent Compensation Consultants

    | • | Participating in discussions on special awards for Mr. Lyons and Ms. Fato proposed by management for the CMRC’s approval; and |

  174. Input from Independent Compensation Consultants

    | • | Advising the CMRC on Chief Executive Officer succession compensation issues and Mr. Zaffino’s special award. |

  175. 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 2020, 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.

  176. Compensation Risk Review

    | No incentive plans categorized as high risk in 2020 risk review |

  177. Compensation Risk Review

    | • | Whether payments are based on pre-established performance goals, including risk-adjusted metrics. |

  178. Compensation Risk Review

    | • | 2019 incentive payouts versus 2018 payouts to identify any significant variability in payouts that may be indicative of plan features that encourage excessive risk-taking or fraudulent behavior; and |

  179. Compensation Risk Review

    | • | Individual performance goals for the senior executives under the CMRC’s purview to determine if goals were set appropriately to avoid excessive risk taking. |

  180. 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 | | Triggering Events | • Material financial restatement • Award or receipt of covered compensation based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined • Failure of risk management, including a supervisory role or material violation of AIG’s risk policies • An action or omission that results in material financial or reputational harm to AIG | | CMRC Authority | • Determining whether a triggering event has occurred • Ability to require forfeiture or repayment of all or any portion of any unpaid covered compensation or covered compensation paid in the 12 months preceding the triggering event ○ The 12-month time horizon will be extended to a longer period if required by any applicable statute or government regulation |

  181. 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 2020.

  182. 2020 Summary Compensation Table

    2020 Summary Compensation Table

  183. 2020 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) | 2020 | 1,600,000 | 0 | 9,060,331 | 3,224,992 | 4,500,000 | 184,309 | 240,742 | 18,810,374 | | | 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 | | Mark D. Lyons Executive Vice President and Chief Financial Officer | 2020 | 1,000,000 | 0 | 5,291,393 | 824,998 | 3,059,000 | 0 | 61,065 | 10,236,456 | | | 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(5) | 2020 | 1,400,000 | 0 | 15,952,472 | 2,149,992 | 4,500,000 | 0 | 64,522 | 24,066,986 | | | 2019 | 1,365,386 | 2,396,867(6) | 6,460,452 | 2,099,998 | 6,000,000 | 0 | 65,631 | 18,388,334 | | | 2018 | 1,250,000 | 2,396,867(6) | 4,461,383 | 1,593,742 | 2,850,000 | 0 | 68,467 | 12,620,459 | | Douglas A. Dachille Executive Vice President and Chief Investment Officer | 2020 | 1,250,000 | 0 | 2,985,016 | 1,062,500 | 3,300,000 | 1,090 | 67,661 | 8,666,267 | | | 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 | | Lucy Fato Executive Vice President,General Counsel & Global Head of Communications and Government Affairs | 2020 | 930,000 | 0 | 3,741,505 | 987,497 | 2,869,000 | 0 | 64,188 | 8,592,190 |

  184. 2020 GRANTS OF PLAN-BASED AWARDS

    2020 GRANTS OF PLAN-BASED AWARDS

  185. 2020 Grants of Plan-Based Awards

    2020 Grants of Plan-Based Awards

  186. 2020 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Plan Awards(1) | | | Estimated Future 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) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Brian Duperreault | | | | | | | | | | | | | 2020 STI | 03/11/20 | 0 | 4,500,000 | 9,000,000 | — | — | — | — | — | — | — | | 2020 PSUs | 07/01/20 | — | — | — | 105,289 | 210,577 | 421,154 | — | — | — | 6,292,041 | | 2020 RSUs | 03/11/20 | — | — | — | — | — | — | 85,362 | — | — | 2,768,290 | | 2020 Options | 03/11/20 | — | — | — | — | — | — | — | 377,192 | 32.43 | 3,224,992 | | Mark D. Lyons | | | | | | | | | | | | | 2020 STI | 03/11/20 | 0 | 1,900,000 | 3,800,000 | — | — | — | — | — | — | — | | 2020 PSUs | 07/01/20 | — | — | — | 26,934 | 53,868 | 107,736 | — | — | — | 1,609,576 | | 2020 RSUs | 03/11/20 | — | — | — | — | — | — | 21,837 | — | — | 708,174 | | 2020 Special RSUs | 12/08/20 | — | — | — | — | — | — | 75,244 | — | — | 2,973,643 | | 2020 Options | 03/11/20 | — | — | — | — | — | — | — | 96,491 | 32.43 | 824,998 | | Peter Zaffino | | | | | | | | | | | | | 2020 STI | 03/11/20 | 0 | 3,000,000 | 6,000,000 | — | — | — | — | — | — | — | | 2020 PSUs | 07/01/20 | — | — | — | 70,193 | 140,385 | 280,770 | — | — | — | 4,194,704 | | 2020 RSUs | 03/11/20 | — | — | — | — | — | — | 56,909 | — | — | 1,845,559 | | 2020 Special RSUs | 12/08/20 | — | — | — | — | — | — | 250,815 | — | — | 9,912,209 | | 2020 Options | 03/11/20 | — | — | — | — | — | — | — | 251,461 | 32.43 | 2,149,992 | | Douglas A. Dachille | | | | | | | | | | | | | 2020 STI | 03/11/20 | 0 | 2,500,000 | 5,000,000 | — | — | — | — | — | — | — | | 2020 PSUs | 07/01/20 | — | — | — | 34,688 | 69,376 | 138,752 | — | — | — | 2,072,955 | | 2020 RSUs | 03/11/20 | — | — | — | — | — | — | 28,124 | — | — | 912,061 | | 2020 Options | 03/11/20 | — | — | — | — | — | — | — | 124,269 | 32.43 | 1,062,500 | | Lucy Fato | | | | | | | | | | | | | 2020 STI | 03/11/20 | 0 | 1,750,000 | 3,500,000 | — | — | — | — | — | — | — | | 2020 STI | 09/10/20 | 0 | 150,000 | 300,000 | — | — | — | — | — | — | — | | 2020 PSUs | 07/01/20 | — | — | — | 26,526 | 53,052 | 106,104 | — | — | — | 1,585,194 | | 2020 PSUs | 09/10/20 | — | — | — | 5,950 | 11,900 | 23,800 | — | — | — | 333,795 | | 2020 RSUs | 03/11/20 | — | — | — | — | — | — | 21,506 | — | — | 697,440 | | 2020 Special RSUs | 9/10//20 | — | — | — | — | — | — | 39,953 | — | — | 1,125,076 | | 2020 Options | 03/11/20 | — | — | — | — | — | — | — | 95,029 | 32.43 | 812,498 | | 2020 Options | 09/10/20 | — | — | — | — | — | — | — | 25,510 | 28.16 | 174,999 |

  187. 2020 Grants of Plan-Based Awards

    | Amounts shown reflect the range of possible cash payouts under the STI plan for 2020 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 2021, are reflected in the 2020 Summary Compensation Table under Non-Equity Incentive Plan Compensation. For more information(1) |

  188. 2020 Grants of Plan-Based Awards

    | 2021 Proxy Statement | | 99 |

  189. 2020 Grants of Plan-Based Awards

    | on the 2020 STI awards, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Short-Term Incentive Awards.” |

  190. 2020 Grants of Plan-Based Awards

    | Amounts shown reflect the potential range of 2020 PSUs that were granted and may be earned under the LTI plan. Actual amounts earned are based on achieving pre-established goals across three financial objectives over the 2020-2022 performance period. Results will be certified by the CMRC in the first quarter of 2023. For more information on the 2020 PSUs, including the applicable performance metrics, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.” Holders of 2020 PSUs are also entitled to dividend equivalent rights in the form of additional 2020 PSUs beginning with the first dividend record date following the 2020 PSU grant date, which are subject to the same vesting and performance conditions as the related 2020 PSUs and are paid when such related earned shares of AIG common stock (if any) are delivered.(2) |

  191. 2020 Grants of Plan-Based Awards

    | Amounts shown reflect the grant of 2020 RSUs made under the LTI plan, including transition and special awards granted to Messrs. Zaffino and Lyons and Ms. Fato. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards” and “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—Special Awards.” Holders of 2020 RSUs and 2020 Special RSUs are also entitled to dividend equivalent rights in the form of additional 2020 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.(3) |

  192. 2020 Grants of Plan-Based Awards

    | Amounts shown reflect the grant of 2020 stock options made under the LTI plan. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—2020 Long-Term Incentive Awards.” Stock options granted in 2020 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant.(4) |

  193. 2020 Grants of Plan-Based Awards

    | 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 20 to the Consolidated Financial Statements in AIG’s 2020 Annual Report on Form 10-K.(5) |

  194. 2020 Grants of Plan-Based Awards

    | 100 | | 2021 Proxy Statement |

  195. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020 Equity-based awards held at the end of 2020 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 Plan except as otherwise described below. The following table sets forth outstanding equity-based awards held by each named executive as of December 31, 2020.

  196. Outstanding Equity Awards at December 31, 2020

    Outstanding Equity Awards at December 31, 2020

  197. Outstanding Equity Awards at December 31, 2020

    | | | | | | | | | Stock Awards | | | | | | Option Awards (1) | | | | | | | Unvested (Not Subject to Performance Conditions) | | Equity Incentive Plan Awards (Unearned and Unvested) | | | Name | Year Granted | Number of Securities underlying Unexercised Options (Exercisable) | Number of Securities underlying Unexercised Options (Unexercisable) | Equity Incentive Plan Awards (Number of Securities underlying Unexercised and Unearned Options) | Exercise Price ($) | Expiration Date | Award Type (2) | Number | Market Value ($)(3) | Number | Market Value ($)(3) | | Brian Duperreault | 2020 | — | 377,192 | — | 32.43 | 3/11/2030 | 2020 RSUs | 89,086 | 3,372,795 | — | — | | | 2019 | — | 343,980 | — | 44.28 | 3/18/2029 | 2020 PSUs | — | — | 107,354 | 4,064,422 | | | 2018 | — | 351,170 | — | 55.94 | 3/14/2028 | 2019 RSUs | 68,891 | 2,608,213 | — | — | | | 2017 | 500,000 | — | 1,000,000 | 61.82 | 5/15/2024 | 2019 PSUs | — | — | 68,890 | 2,608,175 | | | | | | | | | 2018 RSUs | 76,954 | 2,913,478 | — | — | | | | | | | | | 2018 PSUs | 78,206 | 2,960,879 | — | — | | | | | | | | | Total | 313,137 | 11,855,365 | 176,244 | 6,672,597 | | Mark D. Lyons | 2020 | — | 96,491 | — | 32.43 | 3/11/2030 | 2020 Special RSUs | 75,874 | 2,872,589 | — | — | | | 2019 | — | 113,636 | — | 44.28 | 3/18/2029 | 2020 RSUs | 22,789 | 862,791 | — | — | | | 2018 | — | 8,213 | — | 37.68 | 12/12/2028 | 2020 PSUs | — | — | 27,462 | 1,039,711 | | | 2018 | 104,166 | 52,084 | 143,278 | 55.55 | 6/18/2025 | 2019 RSUs | 22,758 | 861,617 | — | — | | | | | | | | | 2019 PSUs | — | — | 22,757 | 861,580 | | | | | | | | | 2018 RSUs | 1,708 | 64,664 | — | — | | | | | | | | | 2018 PSUs | 1,453 | 55,010 | — | — | | | | | | | | | Total | 124,582 | $4,716,671 | 50,219 | 1,901,291 | | Peter Zaffino | 2020 | — | 251,461 | — | $32.43 | 3/11/2030 | 2020 Special RSUs | 252,918 | 9,575,475 | — | — | | | 2019 | — | 257,985 | — | $44.28 | 3/18/2029 | 2020 RSUs | 59,391 | 2,248,543 | — | — | | | 2018 | — | 133,256 | — | $55.94 | 3/13/2028 | 2020 PSUs | — | — | 71,569 | 2,709,602 | | | 2017 | 333,000 | — | 667,000 | $64.53 | 7/24/2024 | 2019 RSUs | 51,667 | 1,956,112 | — | — | | | | | | | | | 2019 PSUs | — | — | 51,667 | 1,956,112 | | | | | | | | | 2018 RSUs | 29,200 | 1,105,512 | — | — | | | | | | | | | 2018 PSUs | 27,748 | 1,050,539 | — | — | | | | | | | | | Total | 420,924 | 15,936,181 | 123,236 | 4,665,714 |

  198. Outstanding Equity Awards at December 31, 2020

    | 2021 Proxy Statement | | 101 |

  199. Outstanding Equity Awards at December 31, 2020

    | | | | | | | | | Stock Awards | | | | | | Option Awards (1) | | | | | | | Unvested (Not Subject to Performance Conditions) | | Equity Incentive Plan Awards (Unearned and Unvested) | | | Name | Year Granted | Number of Securities underlying Unexercised Options (Exercisable) | Number of Securities underlying Unexercised Options (Unexercisable) | Equity Incentive Plan Awards (Number of Securities underlying Unexercised and Unearned Options) | Exercise Price ($) | Expiration Date | Award Type (2) | Number | Market Value ($)(3) | Number | Market Value ($)(3) | | Douglas A. Dachille | 2020 | — | 124,269 | — | 32.43 | 3/11/2030 | 2020 RSUs | 29,351 | 1,111,228 | — | — | | | 2019 | — | 141,277 | — | 44.28 | 3/18/2029 | 2020 PSUs | — | — | 35,368 | 1,339,032 | | | 2018 | — | 133,256 | — | 55.94 | 3/13/2028 | 2019 RSUs | 28,294 | 1,071,210 | — | — | | | | | | | | | 2019 PSUs | — | — | 28,293 | 1,071,172 | | | | | | | | | 2018 RSUs | 29,200 | 1,105,512 | — | — | | | | | | | | | 2018 PSUs | 26,970 | 1,021,084 | — | — | | | | | | | | | Total | 113,815 | 4,309,034 | 63,661 | 2,410,204 | | Lucy Fato | 2020 | — | 25,510 | — | 28.16 | 9/10/2030 | 2020 Special RSUs | 34,669 | 1,312,568 | — | — | | | 2020 | — | 95,029 | — | 32.43 | 3/11/2030 | 2020 RSUs | 28,511 | 1,079,426 | — | — | | | 2019 | — | 119,778 | — | 44.28 | 3/18/2029 | 2020 PSUs | — | — | 33,112 | 1,253,620 | | | 2018 | — | 65,321 | — | 55.94 | 3/13/2028 | 2019 RSUs | 23,988 | 908,185 | — | — | | | | | | | | | 2019 PSUs | — | — | 23,987 | 908,147 | | | | | | | | | 2018 RSUs | 14,314 | 541,928 | — | — | | | | | | | | | 2018 PSUs | 12,186 | 461,361 | — | — | | | | | | | | | Total | 113,668 | 4,303,468 | 57,099 | 2,161,767 |

  200. Outstanding Equity Awards at December 31, 2020

    | Stock Options. Stock options granted in 2020 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant. All of the stock options granted in 2020 will vest in full in January 2023 and have a 10-year term from the date of grant.(1) |

  201. Outstanding Equity Awards at December 31, 2020

    Stock options granted in 2019 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant. All of the stock options granted in 2019 will vest in full in January 2022 and have a 10-year term from the date of grant. Stock options granted in 2018 have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant (except Mr. Duperreault’s options have the same exercise price as those granted to other named executives in March 2018, but were granted one day later after ratification by the Board). All of the stock options granted in 2018 (except for Mr. Lyons’ sign-on award stock options as described below) fully vested in January 2021 and have a 10-year term from the date of grant. Each of Messrs. Duperreault, Lyons and Zaffino received a one-time, sign-on award of stock options upon joining AIG. Each of these options has a seven-year term and has an exercise price equal to the closing sale price of AIG common stock on the NYSE on the date of grant. For Mr. Duperreault, his sign-on stock options to purchase 1,500,000 shares of AIG common stock have a grant date of May 15, 2017 and vest as follows:

  202. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 500,000 shares of AIG common stock vested in equal, annual installments on each of the first three anniversaries of the grant date; |

  203. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 300,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $70.99, but in no event will these stock options vest faster than in equal, annual installments on each of the first three anniversaries of the grant date; |

  204. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 300,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $80.99; and |

  205. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 400,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $90.99. |

  206. Outstanding Equity Awards at December 31, 2020

    For Mr. Lyons, his sign-on stock options to purchase 299,528 shares of AIG common stock have a grant date of June 18, 2018 and vest as follows:

  207. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 156,250 shares of AIG common stock vest in equal, annual installments on each of the first three anniversaries of the grant date; |

  208. Outstanding Equity Awards at December 31, 2020

    | 102 | | 2021 Proxy Statement |

  209. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 47,594 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $65.55, but in no event will these stock options vest faster than in annual installments on each of the first three anniversaries of the grant date; |

  210. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 46,904 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $75.55; and |

  211. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 48,780 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $85.55. |

  212. Outstanding Equity Awards at December 31, 2020

    For Mr. Zaffino, his sign-on stock options to purchase 1,000,000 shares of AIG common stock have a grant date of July 24, 2017 and vest as follows:

  213. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 333,000 shares of AIG common stock vested in equal, annual installments on each of the first three anniversaries of the grant date; |

  214. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 200,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $74.53, but in no event will these stock options vest faster than in equal, annual installments on each of the first three anniversaries of the grant date; |

  215. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 200,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $84.53; and |

  216. Outstanding Equity Awards at December 31, 2020

    | • | Stock options for 267,000 shares of AIG common stock vest only if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $94.53. |

  217. Outstanding Equity Awards at December 31, 2020

    The sign-on stock options were granted under the 2013 Plan, except 500,000 stock options granted to Mr. Duperreault, which were granted as an “employment inducement award” under NYSE Listing Rule 303A.08, as approved by the Board, and are otherwise governed by the 2013 Plan. The 500,000 stock options granted outside of the 2013 Plan consist of 100,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $80.99, and 400,000 stock options that vest if, for twenty consecutive trading days, the closing price per share of AIG common stock on the NYSE is at least $90.99, each as described above.

  218. Outstanding Equity Awards at December 31, 2020

    | Performance Share Units.(2) |

  219. Outstanding Equity Awards at December 31, 2020

    PSUs accrue dividend equivalent rights in the form of additional 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 of AIG common stock (if any) are delivered. The 2018 PSU amounts earned as shown above include the additional PSUs accrued in respect of dividend equivalent rights. 2020 and 2019 PSU amounts also include the additional PSUs accrued in respect of dividend equivalent rights assuming threshold payout. All 2020 and 2019 PSUs are shown at threshold payout. Whether the 2020 or 2019 PSUs (and related dividend equivalents) will be earned at the level shown or a different level, or at all, depends on AIG performance against metrics over a three-year performance period. Once earned, 2020 and 2019 PSUs (and related dividend equivalents) will vest on January 1, 2023 and January 1, 2022, respectively. The earned 2018 PSUs vested on January 1, 2021. Actual amounts earned for the 2018 PSUs were determined by the CMRC in the first quarter of 2021 and 2018 PSUs are shown at actual payout, net of tax withholding. Restricted Stock Units. All 2020 and 2019 RSUs (and related dividend equivalents) granted to our named executives will vest in full on January 1, 2023 and January 1, 2022, respectively, and the 2018 RSUs (and related dividend equivalents) granted to our named executives vested in full on January 1, 2021. RSUs accrue dividend equivalent rights in the form of additional 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 of AIG common stock (if any) are delivered. The RSU amounts as shown above include the additional RSUs accrued in respect of dividend equivalent rights. The 2020 Special RSUs reflect one-time grants made to certain of our named executives during 2020. The 2020 Special RSUs (and related dividend equivalents) granted to Mr. Lyons will vest on December 8, 2023. The 2020 Special RSUs (and related dividend equivalents) granted to Mr. Zaffino will vest in equal one-third installments on each of December 8, 2023; December 8, 2024; and December 8, 2025. The 2020 Special RSUs (and related dividend equivalents) granted to Ms. Fato will vest fifty percent on September 10, 2021 and fifty percent on September 10, 2022. For more information on these awards, please see “—Compensation Discussion and Analysis—2020 Compensation Decisions and Outcomes—Special Awards.”

  220. Outstanding Equity Awards at December 31, 2020

    | Based on the closing sale price of AIG common stock on the NYSE on December 31, 2020 of $37.86 per share.(3) |

  221. Outstanding Equity Awards at December 31, 2020

    | 2021 Proxy Statement | | 103 |

  222. 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 (2.19 percent in 2020, 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. Mr. 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.

  223. PENSION BENEFITS

    | 104 | | 2021 Proxy Statement |

  224. 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.

  225. 2020 Pension Benefits

    2020 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 2020, Mr. Dachille was vested in the Qualified Retirement Plan and eligible to commence benefits under such Plan early. Mr. Duperreault was also vested in his Qualified Retirement Plan benefit and elected to commence his benefit under such Plan in September 2017. In addition, as of year-end 2020, Mr. Duperreault was eligible for normal retirement benefits and Mr. Dachille was eligible for early retirement benefits under the Non-Qualified Retirement Plan.

  226. 2020 Pension Benefits

    | 2021 Proxy Statement | | 105 |

  227. 2020 Pension Benefits

    2020 Pension Benefits

  228. 2020 Pension Benefits

    | Name | Plan Name | Years of Credited Service(1) | Present Value of Accumulated Benefit ($)(2) | Payments During 2020 ($) | | Brian Duperreault | Qualified Retirement Plan | 18.75 | 1,244,284 | 85,102 | | | Non-Qualified Retirement Plan | 18.75 | 248,129 | 0 | | | Total | | 1,492,413 | 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 | 17,859 | 0 | | | Non-Qualified Retirement Plan | 0.333 | 2,536 | 0 | | | Total | | 20,395 | 0 | | Lucy Fato | Qualified Retirement Plan | 0 | 0 | 0 | | | Non-Qualified Retirement Plan | 0 | 0 | 0 | | | Total | | 0 | 0 |

  229. 2020 Pension Benefits

    | The named executives had the following years of service with AIG as of December 31, 2020: Mr. Duperreault—25.083; Mr. Lyons—5.500; Mr. Zaffino—3.500; Mr. Dachille—5.333; and Ms. Fato—3.25.(1) |

  230. 2020 Pension Benefits

    Mr. Duperreault. Mr. Duperreault has 6.333 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 5.5 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 3.5 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 5 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. Ms. Fato. Ms. Fato has 3.25 fewer years of credited service than actual service under the Qualified Retirement Plan and the Non-Qualified Retirement Plan because she is not a participant in either Plan because she joined AIG after the Plans were frozen effective January 1, 2016.

  231. 2020 Pension Benefits

    | 106 | | 2021 Proxy Statement |

  232. 2020 Pension Benefits

    | The actuarial present values of the accumulated benefits are based on service and earnings as of December 31, 2020 (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 21 to the Consolidated Financial Statements included in AIG’s 2020 Annual Report on Form 10-K. As described in that Note, the discount rate assumption is 2.28 percent for the Qualified Retirement Plan. The discount rate assumption is 2.20 percent for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale.(2) |

  233. NONQUALIFIED DEFERRED COMPENSATION

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

  234. POTENTIAL PAYMENTS ON TERMINATION

    POTENTIAL PAYMENTS ON TERMINATION

  235. TREATMENT OF LTI AWARDS

    TREATMENT OF LTI AWARDS The LTI plan provides for accelerated vesting of outstanding PSUs, RSUs and 2018, 2019 and 2020 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, the participant’s outstanding LTI awards will vest. Earned PSUs will be determined based on actual performance for the whole performance period. 2018, 2019 and 2020 stock options will remain exercisable for three years after termination (or retirement or disability). The earned amount of PSUs and full amount of 2019 and 2020 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. Pursuant to Mr. Duperreault’s 2017 offer letter, all annual equity awards granted to him provide for retirement eligibility beginning on May 14, 2020, the third anniversary of the effective date of his offer letter. 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 2019 and 2020 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, 2019 and 2020

  236. TREATMENT OF LTI AWARDS

    | 108 | | 2021 Proxy Statement |

  237. TREATMENT OF LTI AWARDS

    stock options will vest and remain exercisable for three years after death. In no event will any 2018, 2019 or 2020 stock options remain exercisable after the initial ten-year expiration date.

  238. Termination Payments and Benefits for the Named Executive Officers as of December 31, 2020

    | The amount shown for all of the termination events is the increase, if any, above the accumulated value of pension benefits shown in the 2020 Pension Benefits table, calculated using the same assumptions. Where there is no increase in value, the amount shown in this column is zero. For Messrs. Lyons and Zaffino and Ms. Fato, the amount shown in the column is zero because they are not participants in the Plans. For information on pension benefits generally, see “—Post-Employment Compensation—Pension Benefits.”(4) |

  239. Termination Payments and Benefits for the Named Executive Officers as of December 31, 2020

    | Executive Compensation Pay Ratio |

  240. PAY RATIO

    PAY RATIO The 2020 annual total compensation of the median employee identified by AIG (as described below) was $70,926, and the 2020 annual total compensation of Mr. Duperreault, AIG’s Chief Executive Officer during 2020, was $18,810,373. Accordingly, AIG’s estimated 2020 pay ratio was 1 to 265. As permitted by SEC rules, to identify the median employee, AIG used its active employee population (including both full-time and part-time employees) as of October 1, 2020 and used 2019 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2020 targets for employees hired during 2019 who were not eligible for 2019 awards and (4) sales incentives. For employees hired in 2020 (who therefore did not have 2019 compensation), AIG used 2020 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2020 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2019 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2020 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.

  241. PAY RATIO

    | 112 | | 2021 Proxy Statement |

  242. PAY RATIO

    The following table provides information about shares of AIG common stock that may be issued under compensation plans as of December 31, 2020.