AMERICAN INTERNATIONAL GROUP, INC.
For the period ended May 13, 2026. Filed Mar 31, 2026.
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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 13, 2026 · Filed Mar 31, 2026
Contents
Board Composition and Refreshment Process
We seek to maintain a Board that possesses the substantial and varied skills, experience, viewpoints and backgrounds necessary to provide guidance on our strategy and oversee Management’s assessment of our opportunities and handling of our challenges and risks. To that end, 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. When evaluating Board composition, the Board and the NCGC consider the characteristics and qualifications of existing directors, potential director departures and our evolving strategic objectives and business environment. The Board does not impose term or age limits because the Board believes that, in certain circumstances, legacy directors can be uniquely positioned to provide continuity of insight and perspective regarding our operations and strategic direction.
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 accelerated by innovative data and digital strategies. As a result of the proactive management of the refreshment process, the average tenure of the director nominees is 4 years.
Identification of Board Candidates
We seek directors who are committed to our Purpose & Values, which serve as guideposts for decisions at every level of the Company and cultivate a culture of commitment to each other and to our shareholders. The NCGC identifies candidates in several ways:
ncurrent and former directors and senior management may recommend suitable candidates;
nany shareholder may recommend a director candidate by writing to our Corporate Secretary (see page 108 for contact information); and
nthe NCGC may engage third-party search firms to ensure that there is a large pool of suitable candidates.
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 duties
14 AIG 2026 PROXY STATEMENT
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
DigitalKnowledge of or experience with digital transformations, digital workflows and GenAI, as well as related issues and risks
Governance/SustainabilityExperience with sustainability and governance-related issues
AIG 2026 PROXY STATEMENT 15
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 below — as well as the summary graphic below — we highlight each nominee's key skills, experience and areas of expertise.
| Director Nominee and Title · DirectorSince | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| James Cole, Jr.Chairman & Chief Executive Officer, The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel, U.S. Department of Education · 2021 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| John (Chris) InglisSenior Strategic Advisor, Paladin Capital Group; Former National Cyber Director · 2024 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Courtney LeimkuhlerCo-founder and Managing Partner, Springbank Collective · 2024 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Linda A. MillsPresident, Cadore Group, LLC; Former Corporate Vice President of Operations, Northrop Grumman Corporation · 2015 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Diana M. MurphyManaging Director, Rocksolid Holdings, LLC · 2023 · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Juan R. PerezFormer Executive Vice President and Chief Information Officer, Salesforce.com, Inc. · 2025 · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Peter R. PorrinoFormer Executive Vice President & Chief Financial Officer, XL Group Ltd · 2019 · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| John G. RiceLEAD INDEPENDENT DIRECTORFormer Non-Executive Chairman, GE Gas Power; Former President & Chief Executive Officer, GE Global Growth Organization · 2022 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Vanessa A. WittmanFormer Chief Financial Officer, Glossier, Inc. · 2023 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Peter ZaffinoChairman & Chief Executive Officer, AIG · 2020 · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ · ¢ | |||||||||||
| Total | 4 | 6 | 9 | 7 | 7 | 6 | 7 | 5 | 6 | 6 | 6 |
16 AIG 2026 PROXY STATEMENT
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