AMERICAN INTERNATIONAL GROUP INC

We prioritize effective and aligned Board composition, supplemented by a thoughtful and ongoing approach to refreshment. Over the past several years, the Board, with significant support from the NCGC, has undertaken a thorough evaluation of the size and composition of the Board and its committees, with ten new directors added in the last five years. 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.

With respect to our recent Board refreshment, we have sought to balance fresh perspectives with legacy knowledge and the requisite skills, expertise and competencies to provide sound stewardship as we sustain and build on our momentum. In particular, we have added directors who meet our strategic needs and priorities as we transition from transformation to growth while eliminating our mandatory retirement age which served as an artificial constraint on legacy directors. For example, since our last annual meeting, we have added two new directors who will help us evaluate business uses for new technologies as well as new avenues for business growth.

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 our Corporate Secretary (see page 93 for contact information); and the NCGC may engage third-party search firms to ensure that there is a large 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 of director candidates, taking into consideration the following criteria set forth in our Corporate Governance Guidelines:

n High personal and professional ethics, values and integrity

n Ability to work as part of an effective, collegial group

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

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

n Interplay of the candidate’s experience with the experience of other Board members

n Personal background and professional experience, skills and qualifications

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

n 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:

InsuranceExperience working in the insurance industry, particularly property and casualty

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

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

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

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

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

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

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

Technology/CyberExperience with oversight, development and adoption of technology, including artificial intelligence, 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

SustainabilityExperience with environmental, sustainability and governance-related issues

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Proposal 1 – Election of Directors Board Composition and Refreshment

We believe our nominees’ varied and complementary skills, experiences, viewpoints and backgrounds 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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