AMERICAN INTERNATIONAL GROUP INC
For the period ended May 14, 2025. Filed Apr 2, 2025.
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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 14, 2025 · Filed Apr 2, 2025
Contents
Decision-Making Process
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 CEO
n Reviews and approves the forward-looking performance metrics and goals that will apply to STI awards (including the 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 CEO.
AIG 2025 PROXY STATEMENT 51
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 that outcomes balance appropriately rewarding performance delivered annually and over the long-term as well as forward-looking implications. Beyond the achievement of financial and individual objectives for executives, the manner in which such performance was achieved is assessed relative to our stated Purpose and Values.
Input from Independent Compensation Consultants
The CMRC has engaged the services of 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 of current and proposed executive compensation programs and policies
n Responds to questions raised by CMRC members
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 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 2024, the Company continued to engage 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.
During 2024, the Company also engaged Davis Polk and Wardwell LLP to provide legal counsel related to our executive compensation program.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.