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
Summary Compensation Table
2023 Summary Compensation Table
| Name and PrincipalPosition as of December 31, 2023 · Year · Salary($) · Bonus($) · StockAwards($)(1) · OptionAwards($)(1) · Non-EquityIncentive PlanCompensation($)(2) · Change inPensionValue($)(3) · All OtherCompensation($)(4) · Total($) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Peter ZaffinoChairman & Chief Executive Officer | 2023 | 1,500,000 | — | 10,359,302 | 3,499,989 | 9,000,000 | — | 258,645 | 24,617,936 | ||||||||
| 2022 | 1,571,923 | — | 62,422,889 | 3,224,990 | 7,830,000 | — | 264,397 | 75,314,199 | |||||||||
| 2021 | 1,482,693 | — | 9,379,956 | 2,874,994 | 8,000,000 | — | 167,577 | 21,905,220 | |||||||||
| Sabra R. Purtill(5)Executive Vice President &Chief Financial Officer | 2023 | 975,000 | 125,000 | (6) | 3,063,217 | 599,990 | 2,850,000 | — | 45,367 | 7,658,574 | |||||||
| Kevin T. HoganChief Executive Officer,Corebridge Financial, Inc. | 2023 | 1,250,000 | — | 2,927,993 | 999,997 | 3,250,000 | 131,915 | 72,192 | 8,632,097 | ||||||||
| 2022 | 1,250,000 | — | 5,141,177 | — | 2,400,000 | — | 90,420 | 8,881,597 | |||||||||
| 2021 | 1,250,000 | — | 3,262,558 | 999,999 | 2,407,500 | — | 85,188 | 8,005,245 | |||||||||
| David McElroyExecutive Vice President & Chairman, General Insurance | 2023 | 1,000,000 | — | 2,941,641 | 999,999 | 4,250,000 | — | 33,213 | 9,224,853 | ||||||||
| 2022 | 1,000,000 | 875,000 | 3,106,507 | 999,996 | 3,250,000 | — | 68,619 | 9,300,122 | |||||||||
| 2021 | 1,000,000 | 875,000 | 3,568,446 | 1,093,739 | 4,750,000 | — | 62,717 | 11,349,902 | |||||||||
| Claude Wade(5)Executive Vice President & Chief Digital Officer and Global Head of Business Operations | 2023 | 1,000,000 | 1,793,000 | (6) | 1,103,095 | 374,994 | 3,350,000 | — | 86,772 | 7,707,861 | |||||||
| Former Executive Officers | |||||||||||||||||
| Shane Fitzsimons(7)Former Executive Vice President &Chief Financial Officer | 2023 | 500,000 | — | 2,515,801 | 849,986 | 1,800,000 | — | 5,464,476 | 11,130,263 | ||||||||
| 2022 | 1,000,000 | 500,000 | 2,174,514 | 699,997 | 3,000,000 | — | 189,106 | 7,563,617 | |||||||||
| Mark D. LyonsFormer Executive Vice President & Interim Chief Financial Officer | 2023 | 96,154 | — | — | — | — | — | 3,794,573 | 3,890,727 | ||||||||
| 2022 | 1,000,000 | — | 5,614,780 | 824,984 | — | — | 62,723 | 7,502,487 | |||||||||
| 2021 | 1,000,000 | — | 3,364,565 | 1,031,250 | 3,300,000 | — | 61,373 | 8,757,188 | |||||||||
| Lucy FatoFormer Vice Chair | 2023 | 1,000,000 | — | 2,426,863 | 2,158,165 | 2,800,000 | — | 46,371 | 8,431,399 | ||||||||
| 2022 | 1,000,000 | — | 5,614,780 | 824,984 | 3,100,000 | — | 63,536 | 10,603,300 | |||||||||
| 2021 | 1,000,000 | — | 3,364,565 | 1,031,250 | 3,300,000 | — | 66,089 | 8,761,904 | |||||||||
AIG 2024 PROXY STATEMENT 71
2023 Executive Compensation 2023 Summary Compensation Table
Footnotes to 2023 Summary Compensation Table
(1)2023 Stock and Option Awards. These columns represent the grant date fair values of (i) the 2023 PSUs based on target performance, which was the probable outcome of the performance conditions; (ii) the 2023 RSUs granted to certain named executives, including 2023 promotion RSUs granted to Ms. Purtill in connection with her appointment as permanent Chief Financial Officer; and (iii) the 2023 stock options, each as further described under “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Long-Term Incentive Awards” and determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, excluding the effect of estimated forfeitures. Ms. Fato’s 2023 stock options also include the incremental fair value remeasurement of outstanding options modified to provide an extension to the exercise period from three years to the remaining original contractual term of such options, pursuant to her Transition Agreement. The amount shown for the awards granted by AIG in 2023 was calculated using the assumptions described in Note 19 to the Consolidated Financial Statements included in AIG’s Annual Report on Form 10-K for the year ended December 31, 2023. The following table presents the grant date fair value of the 2023 PSUs at target and maximum levels of performance:
| Name | 2023 PSUs Target ($) | 2023 PSUs Maximum ($) |
|---|---|---|
| Peter Zaffino | 10,359,302 | 20,718,605 |
| Sabra Purtill | 1,183,895 | 2,367,790 |
| Kevin T. Hogan | 1,973,162 | 3,946,307 |
| David McElroy | 1,973,162 | 3,946,307 |
| Claude Wade | 739,937 | 1,479,858 |
| Former Executive Officers | ||
| Shane Fitzsimons | 2,515,801 | 5,031,586 |
| Mark D. Lyons | — | — |
| Lucy Fato | 1,627,869 | 3,255,722 |
All awards represented in the “Stock Awards” and “Option Awards” columns are subject to clawback under AIG's clawback policies.
(2)2023 Non-Equity Incentive Plan Compensation. The amounts in this column represent the awards earned under the STI plan for 2023 performance as determined by the CMRC in the first quarter of 2024. See “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—2023 Short-Term Incentive Awards” for further information.
All awards represented in the “Non-Equity Incentive Plan Compensation” column are subject to AIG's clawback policies.
(3)The amounts in this column represent the total change of the actuarial present value of the accumulated benefit, including any payments made during the year, under AIG’s defined benefit (pension) plans, including the Qualified Retirement Plan and the Non-Qualified Retirement Plan, as applicable. Negative changes in pension value are indicated as zero. These plans are described in “—Post-Employment Compensation—Pension Benefits.”
(4)(a)Perquisites. This column includes the aggregate incremental costs of perquisites and benefits. The following table details the aggregate incremental cost to the Company of perquisites received by each named executive in 2023.
Perquisites
| Name | Personal Useof CompanyPool Cars ($)(i) | Personal Useof Aircraft($)(ii) | Financial PlanningServices($)(iii) | Other ($)(iv) | Total ($) |
|---|---|---|---|---|---|
| Peter Zaffino | 6,432 | 79,182 | 15,500 | 127,530 | 228,644 |
| Sabra R. Purtill | 3,410 | — | 5,223 | — | 8,633 |
| Kevin T. Hogan | 14,634 | — | — | 27,585 | 42,219 |
| David McElroy | 3,213 | — | — | — | 3,213 |
| Claude Wade | 41,484 | — | 15,288 | — | 56,772 |
| Former Executive Officers | |||||
| Shane Fitzsimons | — | 21,856 | 15,500 | 35,489 | 72,845 |
| Mark D. Lyons | — | — | — | — | — |
| Lucy Fato | 871 | — | 15,500 | — | 16,371 |
(i)Amounts in this column include the incremental costs of driver overtime compensation, fuel and maintenance attributable to use of Company pool cars for commuting purposes.
(ii)The CMRC requires personal use of corporate aircraft for Mr. Zaffino and has approved an allowance for Mr. Zaffino of up to $195,000 per calendar year. Amounts in this column include personal use by Mr. Zaffino and his spouse of corporate aircraft, calculated based on the aggregate incremental cost of the travel to the Company. For use of corporate aircraft, aggregate incremental cost is calculated based on the direct operating cost of the aircraft, including fuel, maintenance, airport fees and assessments, crew expenses and in-flight supplies and catering, as applicable. If an aircraft traveled empty before picking up or after dropping off Mr. Zaffino and in some cases his spouse in connection with personal travel, the cost associated with this “deadhead” segment would be included in the incremental cost attributable to overall travel. For use of corporate aircraft owned by a third-party vendor, aggregate incremental cost is calculated based on the cost-per-flight-hour charged by the vendor as well as costs of fuel, taxes, crew expenses and airport fees and assessments, as applicable. For Mr. Fitzsimons, the amount represents the aggregate incremental cost of an emergency medical evacuation. For further information, see “Compensation Discussion and Analysis—2023 Compensation Decisions and Outcomes—Indirect Elements of Compensation—Perquisites."
(iii)Amounts in this column reflect the value of financial planning services made available to our named executives.
(iv)Amounts in this column reflect (1) for Mr. Zaffino, residential security ($123,530) and annual executive medical ($4,000), (2) for Mr. Hogan, the cost of tax preparation services related to a prior international assignment, and (3) for Mr. Fitzsimons, the cost of tax preparation services related to his relocation and international business travel.
72 AIG 2024 PROXY STATEMENT
2023 Executive Compensation 2023 Summary Compensation Table
(b) Other Benefits. This column also includes matching contributions and non-elective Company contributions made by AIG and/or Corebridge under their 401(k) plans in the amount of $29,700 for each of the named executives, other than Ms. Purtill who received $25,823 under the AIG plan and $10,615 under the Corebridge plan, and Mr. Lyons who received $11,846 in 2023.
All named executives are covered under the AIG Basic Group Life Insurance Plan. This column also includes life insurance premiums paid for the benefit of the named executives.
We maintain a policy of directors’ and officers’ liability insurance for the directors and officers. The premium for this policy for the policy year ended September 22, 2023 was approximately $17.2 million and for the policy year ending September 22, 2024 is approximately $11.1 million.
(c) For Mr. Fitzsimons, the amount in this column also includes his severance payment in the amount of $5,256,000 and $105,769 for unused paid time off. For Mr. Lyons, the amount in this column also includes the first half of his settlement payment of $3,750,000 in connection with his separation from AIG and $32,692 for unused paid time off.
(5)Ms. Purtill and Mr. Wade were not named executive officers prior to 2023.
(6)For Ms. Purtill, this represents a leadership continuity award, which was granted in July 2021 and vested and paid in July 2023. For Mr. Wade, this represents a buy-out of equity foregone from his prior employer.
(7)Mr. Fitzsimons was not a named executive officer prior to 2022.
AIG 2024 PROXY STATEMENT 73
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