AMERICAN INTERNATIONAL GROUP INC
For the period ended May 15, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 2, 2024
Contents
Pay Versus Performance
We provide the following disclosure regarding executive compensation for our principal executive officers (PEOs) and Non-PEO named executives (NEOs) and Company performance for the fiscal years listed below in accordance with rules adopted by the SEC. The CMRC did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| SummaryCompensationTable Total forPeter Zaffino1($) · SummaryCompensationTable Totalfor BrianDuperreault1 ($) · CompensationActually Paidto PeterZaffino1,2,3 ($) · CompensationActuallyPaid to BrianDuperreault1,2,3 ($) · AverageSummaryCompensationTable Totalfor Non-PEONEOs1 ($) · AverageCompensationActually Paidto Non-PEONEOs1,2,3 ($) · Value of Initial Fixed$100 Investmentbased on:4 · Net Income ($ Millions)5 · Accident YearCombinedRatio, asadjusted6 (%) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · TSR ($) · Peer Group TSR ($) | ||||||||||
| 2023 | 24,617,936 | — | 38,715,733 | — | 8,096,539 | 6,186,239 | 147.43 | 168.05 | 3,878 | 87.7 |
| 2022 | 75,314,199 | — | 90,844,101 | — | 9,077,342 | 12,293,363 | 134.37 | 151.65 | 11,273 | 88.7 |
| 2021 | 21,905,220 | 13,969,537 | 52,445,392 | 45,269,700 | 10,476,911 | 20,741,560 | 118.13 | 127.58 | 10,906 | 91.0 |
| 2020 | — | 18,810,374 | — | 14,041,042 | 12,890,475 | 10,890,203 | 76.75 | 106.96 | (5,829) | 94.1 |
(1)Peter Zaffino has been our PEO since March 2021. Brian Duperreault was our PEO prior to March 2021. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.
| 2020 | 2021 | 2022 | 2023 |
| Peter Zaffino | Mark Lyons | Shane Fitzsimons | Sabra Purtill |
| Mark Lyons | Lucy Fato | Lucy Fato | Kevin T. Hogan |
| Lucy Fato | Kevin T. Hogan | Kevin T. Hogan | David McElroy |
| Doug Dachille | David McElroy | David McElroy | Claude Wade |
| Doug Dachille | Shane Fitzsimons | ||
| Mark Lyons | |||
| Lucy Fato | |||
AIG 2024 PROXY STATEMENT 85
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. In September of 2022, AIG completed the initial public offering of Corebridge, at which time Mr. Hogan became an executive officer of Corebridge and his outstanding and unvested RSUs denominated in AIG Parent common stock were converted to unvested RSUs denominated in Corebridge common stock. As a result, the RSUs included in the table above were valued using the stock price of Corebridge as of December 31, 2023. As of December 31, 2023, AIG own 52.2 percent of Corebridge common stock.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.
| Year | SummaryCompensationTable Total forPeter Zaffino ($) | Exclusion of Change inPension Value forPeter Zaffino ($) | Exclusion of StockAwards andOption Awards forPeter Zaffino ($) | Inclusion of Pension Service Cost for Peter Zaffino ($) | Inclusion ofEquity Values forPeter Zaffino ($) | CompensationActually Paid toPeter Zaffino ($) |
|---|---|---|---|---|---|---|
| 2023 | 24,617,936 | 0 | (13,859,291) | 0 | 27,957,088 | 38,715,733 |
| Year | Average SummaryCompensation TableTotal for Non-PEONEOs ($) | Average Exclusion ofChange in PensionValue for Non-PEONEOs ($) | Average Exclusion ofStock Awards andOption Awards forNon-PEO NEOs ($) | Average Inclusion ofPension Service Costfor Non-PEO NEOs ($) | Average Inclusion ofEquity Values forNon-PEO NEOs ($) | AverageCompensationActually Paid toNon-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2023 | 8,096,539 | (18,845) | (2,994,534) | 0 | 1,103,079 | 6,186,239 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. Please note that any columns included in the calculation of Compensation Actually Paid that contain a “0” did not have an amount in that category for that year.
| Year | Year-End Fair Valueof Equity AwardsGranted During YearThat RemainedUnvested as of LastDay of Yearfor Peter Zaffino ($) | Change in Fair Valuefrom Last Day of PriorYear to Last Day ofYear of UnvestedEquity Awardsfor Peter Zaffino ($) | Average Vesting-DateFair Value of EquityAwards GrantedDuring Year thatVested During Year forPeter Zaffino ($) | Change in Fair Valuefrom Last Day of PriorYear to Vesting Date ofUnvested EquityAwards that VestedDuring Year for PeterZaffino ($) | Fair Value at Last Dayof Prior Year of EquityAwards ForfeitedDuring Year forPeter Zaffino ($) | Total - Inclusion ofEquity Values forPeter Zaffino ($) |
|---|---|---|---|---|---|---|
| 2023 | 18,051,750 | 10,661,792 | 0 | (756,454) | 0 | 27,957,088 |
| Year | Average Year-End FairValue of Equity AwardsGranted During YearThat RemainedUnvested as of LastDay of Year for Non-PEO NEOs ($) | Average Change inFair Value fromLast Day of Prior Yearto Last Day of Year ofUnvested Equity Awardsfor Non-PEO NEOs ($) | Average Vesting-DateFair Value of EquityAwards GrantedDuring Year thatVested During Year forNon-PEO NEOs ($) | Average Changein Fair Value fromLast Day of Prior Yearto Vesting Date ofUnvested EquityAwards that VestedDuring Year for Non-PEO NEOs ($) | Average Fair Valueat Last Day of Prior Yearof Equity AwardsForfeited During Yearfor Non-PEO NEOs ($) | Total - AverageInclusion ofEquity Values forNon-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2023 | 2,854,855 | 1,332,845 | 408,409 | (408,523) | (3,084,507) | 1,103,079 |
(4)The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance Index (S&P 500 Property & Casualty Insurance Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in AIG's Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the last listed year, in the Company and in the S&P 500 Property & Casualty Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. In accordance with recent SEC guidance and to ensure consistency with Item 201(e) in our Annual Report on Form 10-K, the Peer Group TSR calculation for fiscal years 2020, 2021 and 2022 reflects rebalancing of the group members at the beginning of each fiscal year. Accordingly, the amounts may differ from those included in our 2023 Proxy Statement.
(5)Net Income as disclosed in our Annual Report on Form 10-K. In accordance with recent SEC guidance, the amounts for 2021 and 2022 differ from those included in our 2023 Proxy Statement since they have been updated to reflect the Company's implementation of the long-duration targeted improvements accounting standard.
(6)We determined AYCR, as adjusted* to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
86 AIG 2024 PROXY STATEMENT
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (TSR)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Peer Group.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.
AIG 2024 PROXY STATEMENT 87
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our AYCR, as adjusted*, during the four most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
| Accident Year Combined Ratio, as adjusted* | Diluted Normalized Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share* | Relative Tangible Book Value Per Common Share* Growth | Relative Total Shareholder Return |
|---|
*We make adjustments to U.S. GAAP financial measures for purposes of this performance metric. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.
88 AIG 2024 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.