AMERICAN INTERNATIONAL GROUP INC

Proposal 4 – Independent Board Chairman

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

This proposal topic won outstanding 45%-support at the 2023 American International Group annual meeting with Mr. Peter Zaffino as a relatively new Chairman/CEO. This is all the more impressive because the AIG Board of Directors was against the 2023 proposal and it takes a lot more shareholder conviction to vote against a BOD recommendation than to simply go along with it. This 45%-support likely represented more than 50%-support from professional investors who have access to independent proxy voting advice.

Mr. John Rice, AIG lead director, seems to have gotten off to a rocky start as lead director which is a weak substitute for an Independent Board Chairman. For example, executive pay was rejected by an overwhelming 67% of shares at the 2023 AIG annual meeting.

Ms. Linda Mills, chair of the executive pay committee, was rejected by 77 million against votes. By comparison 4 AIG directors received less than 3 million against votes each.

It appears that the AIG lead director does not have much of a role in regard to executive pay or the performance of each directors.

A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on. The Chairman of the Board can override advice from the lead director.

Please vote yes:

Independent Board Chairman – Proposal 4

94 AIG 2024 PROXY STATEMENT