AMERICAN INTERNATIONAL GROUP, INC.

The Board Maintains a Flexible Leadership Structure

The Board does not have a policy about whether the roles of Chair of the Board and CEO should be separate or combined. Rather, the Board believes it is prudent to periodically evaluate and make a determination regarding the leadership structure that serves the best interests of the Company and its shareholders, considering the Company’s needs and circumstances at any given time.

While Mr. Zaffino remains as Chairman & CEO, the Board believes that the present structure, which includes a Lead Independent Director with well-defined responsibilities, provides the Company and the Board with exemplary leadership, appropriate independent oversight of management, and continuity of experience. This structure complements ongoing Board refreshment and aligns with the importance of maintaining a single voice in leadership communications to shareholders, the investor community, employees and other stakeholders.

When Mr. Zaffino informed the Board of his intention to retire as CEO earlier this year, the Board reevaluated the current leadership structure. At that time, the Board determined that it would be in the best interests of the Company and its shareholders to separate the Chair and CEO roles once Mr. Zaffino retires as CEO. Accordingly, when Mr. Andersen becomes CEO, Mr. Zaffino will become Executive Chair. The Board believes this leadership structure will put the Company in the best position to navigate the transition process, to set Mr. Andersen up for success and to continue to benefit from Mr. Zaffino’s leadership. In particular, this structure enables Mr. Andersen to focus on the daily activities of running the Company as CEO while Mr. Zaffino continues to support key priorities such as digital and data initiatives, foster key strategic relationships and maintain his leadership role on the Board.

The Lead Independent Director Has Well-Defined Responsibilities

Our By-Laws and Corporate Governance Guidelines require that the Board select a non-management director to serve as Lead Independent Director when the Board Chair is not independent. The Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight and provides a channel for independent directors to candidly raise issues or concerns for the Board’s consideration. The Lead Independent Director’s broad responsibilities ensure the role has a strong voice.

Mr. Rice currently serves as our Lead Independent Director. His intimate understanding of the Company’s business and strategy serve as an invaluable resource to Mr. Zaffino and senior management as they set and execute the strategy of the Company. Mr. Zaffino and Mr. Rice maintain consistent and transparent communication and regularly discuss matters related to strategy, risk and business opportunities. Mr. Rice also serves as an effective liaison between management and the Board due to the strong relationships that he has built with both Mr. Zaffino and his fellow non-management directors.

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Corporate Governance Board Structure

Chairman and Lead Independent Director Responsibilities

We Generally Limit Service on Other Public Company Boards

The Board values the experience directors bring from other public company boards on which they serve, but acknowledges that

such service may also present significant demands on a director’s time and availability and may present other conflicts. In these circumstances, under our Corporate Governance Guidelines, a director must obtain the consent of the Chairman & CEO and chair of the NCGC before joining the board of another company. In addition, absent special circumstances, the Board generally imposes the following limits:

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Corporate Governance Board Structure

n A director may not serve on the boards of more than three public companies (other than AIG Parent or a company in which AIG has a significant equity interest)

n A director who is an executive officer of another public company may not serve on the board of more than one public company (other than AIG Parent and the public company for which such director serves as an executive officer)

n A member of the Audit Committee may not serve on more than two audit committees of other public companies

n Our CEO may not serve on the board of more than one public company (other than AIG Parent or a company in which we have a significant equity interest)

All of our director nominees meet these guidelines.

We Strongly Support Director Orientation and Continuing Education

We believe that director orientation and education are vital to the ability of directors to fulfill their roles, and we provide varied opportunities to support their continuous learning. Upon joining our Board, each new director participates in a comprehensive director orientation program during which they meet with senior executives, fellow directors and our independent auditor in a mix of both one-on-one and group meetings. Educational sessions provide overviews of our lines of business and various functions as well

as our reserving practices, the regulatory environment and the core responsibilities and best practices of public company directors. The sessions are open to all directors. New directors also receive extensive written orientation materials to familiarize them with our strategic priorities, the insurance industry, our accounting practices and our culture, policies, practices and history.

All directors receive ongoing education throughout the year regarding matters relevant to the Company, including artificial intelligence, data and digital strategy and risk management in addition to industry-specific topics. We also maintain subscriptions and/or memberships with various professional associations that offer publications, conferences and programs that are relevant to our Board. Directors are encouraged to attend outside continuing education programs and are reimbursed for the cost of such programs and related expenses.

The Board Maintains a Robust Performance Evaluation Process

The Board believes that a thorough and constructive performance evaluation process is an important element of good corporate governance to promote Board effectiveness and continuous improvement. Accordingly, the Board and its committees conduct an annual formal performance evaluation process. The NCGC determines the format and process for the performance evaluations in coordination with the Chairman & CEO and the Lead Independent Director.

The performance evaluation process is designed to facilitate ongoing, systematic examination of the Board’s and committees’ effectiveness and accountability, and to identify opportunities for improving operations and procedures. The process for the performance evaluations may be conducted with or without a third-party facilitator who specializes in corporate governance and solicits anonymous feedback. A third-party facilitator was used in the annual evaluation process in 2023. When a third-party facilitator is not utilized, the Board conducts the process internally.

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