AMERICAN INTERNATIONAL GROUP INC
For the period ended May 14, 2025. Filed Apr 2, 2025.
View on SEC.govAbout this filing
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
Pay Versus Performance
We provide the following disclosure regarding executive compensation for our principal executive officers (PEOs) and Non-PEO named executive officers (Non-PEO 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 Zaffino(1)($) · SummaryCompensationTable Totalfor BrianDuperreault(1)($) · CompensationActually Paidto PeterZaffino(1),(2),(3) ($) · CompensationActuallyPaid to BrianDuperreault(1),(2),(3)($) · AverageSummaryCompensationTable Totalfor Non-PEONEOs(1) ($) · AverageCompensationActually Paidto Non-PEONEOs(1),(2),(3) ($) · Value of Initial Fixed$100 Investmentbased on:(4) · Net Income ($ Millions) · Accident YearCombinedRatio, asadjusted*(5)(%) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · TSR ($) · PeerGroup TSR($) | ||||||||||
| 2024 | 24,638,373 | — | 33,931,497 | — | 6,493,761 | 6,722,095 | 161.81 | 227.67 | (926) | 88.2 |
| 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 and was a non-PEO named executive in 2020. Brian Duperreault was our PEO prior to March 2021. Our other NEOs consisted of: Keith Walsh (2024), Charles Fry (2024), Jonathan Hancock (2024), Claude Wade (2023, 2024), Sabra Purtill (2023, 2024), Kevin Hogan (2021, 2022, 2023), Shane Fitzsimons (2022, 2023), Lucy Fato (2020, 2021, 2022, 2023), Mark Lyons (2020, 2021, 2023), David McElroy (2021, 2022, 2023), Doug Dachille (2020, 2021).
(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.
(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 reflect the amounts from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.
80 AIG 2025 PROXY STATEMENT
| 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 ($) | CompensationActually Paid toPeter Zaffino ($) |
|---|---|---|---|---|---|---|
| 2024 | 24,638,373 | 0 | (13,839,931) | 0 | 23,133,055 | 33,931,497 |
| 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 ($) | AverageCompensationActually Paid toNon-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2024 | 6,493,761 | 0 | (2,478,474) | 0 | 2,706,808 | 6,722,095 |
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 ($) | Total - Inclusion ofEquity Values forPeter Zaffino ($) |
|---|---|---|---|---|---|---|
| 2024 | 14,318,534 | 8,264,203 | 0 | 550,318 | 0 | 23,133,055 |
| 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 ($) | Total - AverageInclusion ofEquity Values forNon-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2024 | 2,531,854 | 98,695 | — | 76,259 | 0 | 2,706,808 |
(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, 2024. 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.
(5)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 2024. 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.
AIG 2025 PROXY STATEMENT 81
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 Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five 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 Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
82 AIG 2025 PROXY STATEMENT
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 Compensation Actually Paid to our Non-PEO NEOs, and our AYCR, as adjusted*, during the five 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 2024 to Company performance. The measures in this table are not ranked.
| Accident Year Combined Ratio, as adjusted* | Diluted Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share* | Adjusted Return on Equity* | 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.
AIG 2025 PROXY STATEMENT 83
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.