AMERICAN INTERNATIONAL GROUP INC

The CMRC has an established process for executive compensation decision-making and in a typical year, during the first quarter, it:

n Assesses short-term incentive plan performance against business goals as well as individual performance of each named executive for the prior year and approves payouts

n Assesses long-term incentive plan performance against three-year goals and approves payouts

n Reviews annual base salaries and target compensation levels of each named executive and grants annual LTI awards against a backdrop of the prior year performance and compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete

n Reviews and recommends to the Board approval of compensation decisions for the Chairman & CEO

n Reviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the Chairman & CEO's individual metrics and goals) and PSU grants

Throughout the year, the CMRC receives updates on performance relative to expectations, providing an opportunity to assess potential payouts. In addition, each year, the CMRC reviews or receives an update on various topics, including risk of incentive compensation plans and payments, regulatory compliance with respect to compensation matters, human capital programs, shareholder engagement, pension, savings and employee benefit plans and succession planning for officers other than the Chairman & CEO.

AIG 2024 PROXY STATEMENT 49

Compensation Discussion and Analysis Compensation Governance

Qualitative Assessment

A central part of the CMRC’s role involves applying its judgment in making final compensation decisions to ensure outcomes balance appropriately rewarding for performance delivered both on a year-on-year basis and over the long-term, equity across the businesses and forward-looking implications. Beyond the business scorecard objectives that were achieved, the individual performance scorecards provide an opportunity to balance financial and operational achievements with judgments regarding how performance was achieved. This use of judgment ensures appropriate and balanced outcomes once all the facts are known at year-end.

Input from Independent Compensation Consultants

The CMRC continued to engage the services of Pay Governance LLC (Pay Governance) as its independent executive compensation consultant since October 2021. The independent advisor attends CMRC meetings and:

n Provides views on:

—How compensation program and proposals for senior executives compare to market practices in the insurance industry, financial services and more broadly

—“Best practices” and how they apply to the Company

—The design and implementation of current and proposed executive compensation programs and policies

n Responds to questions raised by CMRC members during the executive compensation process

n Participates in discussions pertaining to compensation and risk, assessing our process and conclusions

n Participates in discussions on performance goals that are proposed by management for the CMRC’s approval

The CMRC reviews advisor independence annually to understand any relationships with the Company, including CMRC members and the Company’s executive officers. The CMRC assessed Pay Governance’s independence relative to the NYSE listing standards and determined that it remained independent and that its work has not raised any conflicts of interest.

During 2023, the Company 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 its capacity as the CMRC’s independent advisor, Pay Governance reviewed these reports before they were considered by the CMRC. This review, coupled with the CMRC's review of Johnson Associates' services, appropriately addressed any potential conflicts of interest raised by Johnson Associates' work or business relationship with the Company.

During 2023, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program.