AMERICAN INTERNATIONAL GROUP INC

We prioritize effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. Over the past several years, the Board, with significant support from the Nominating and Corporate Governance Committee (NCGC), has undertaken a thorough evaluation of the size and composition of the Board and its committees, resulting in a diverse Board with near gender parity. The Board and the NCGC take into account the characteristics and qualifications of existing directors, potential director departures and our evolving strategic objectives and business environment when evaluating Board composition.

The NCGC identifies candidates in several ways: current and former directors and senior management may recommend suitable candidates; any shareholder may recommend a director candidate by writing to AIG’s Corporate Secretary (see page 103 for contact information); and the NCGC may engage third-party search firms to ensure that there is a large and diverse pool of suitable candidates.

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Proposal 1 – Election of Directors Board Composition and Refreshment Process

Criteria for Board Membership

The Board and the NCGC conduct a rigorous review, taking into consideration the criteria set forth in our Corporate Governance Guidelines. The Board considers the following attributes essential for all directors:

n High personal and professional ethics, values and integrity

n The ability to work as part of an effective, collegial group

n A commitment to representing the long-term interests of the Company and our shareholders

n The skills, expertise, background and experience with businesses and other organizations that the Board deems relevant

n The interplay of the candidate’s experience with the experience of other Board members

n Diversity, including diversity of personal background and professional experience, skills and qualifications as well as race, gender, ethnicity, religion, nationality, disability, sexual orientation and cultural background

n The contribution of the candidate’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively

n The ability and willingness to devote the time necessary to fulfill a director's duties

Key Skills, Experience and Expertise

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

Insurance Experience working in the insurance industry, particularly property and casualty

Financial Services Experience in the non-insurance financial services industry, including banking and financial markets

Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations

Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role

Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks

Regulatory/Government Experience working in highly regulated industries and/or as a regulator or other government official

Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards

International Experience Experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S.

Technology/Cyber Experience with oversight, development and adoption of technology and management of related issues and risks, including information security, cybersecurity and data management

Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks

ESG/Sustainability Experience with environmental, sustainability and governance (ESG)-related issues

Diversity

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

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Proposal 1 – Election of Directors Board Composition and Refreshment Process

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

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