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
Decision-Making Process
CMRC Decision-Making Processes
Performance Metrics and Corporate Goals
The CMRC considers the appropriate performance metrics and goals for each year’s incentive plans over a series of meetings beginning in October of the prior year and ending in the following February when the final metrics and goals are approved by the CMRC. During these meetings, the CMRC and Management review and discuss information related to the Company’s budget, strategic plans and historical performance, shareholder expectations and peer company performance and metrics. The CMRC then selects performance metrics for the incentive plans that are aligned to the Company’s short-term and long-term strategies, using a balanced approach that considers both the Company’s absolute and relative performance and prioritizes simplicity. During this process, the CMRC also considers market practices and recommendations from shareholders.
The CMRC approves threshold, target, stretch and maximum performance goals for each metric that are aligned to pre-established annual and multi-year financial targets. The CMRC considers a reasonable range of outcomes and carefully calibrates the performance goals to ensure that they are sufficiently rigorous to incentivize delivery on our commitments.
Executive Goals
In the first quarter of each year, the CMRC reviews and approves performance goals for the year for all executive officers, including
the CEO. The goals are structured to reward actions in four core areas: Financial, Strategic, Operational and Organizational. These individual performance goals include a combination of detailed quantitative and qualitative components and take into consideration each executive’s business objectives and responsibilities.
Performance Assessments
After the year is completed, all executives provide a comprehensive written scorecard of their achievements against their goals.
The CEO reviews the scorecards for each executive other than himself with the CMRC and makes a recommendation as to their performance assessment for the CMRC’s consideration. Beyond the achievement of financial and individual objectives for executives, the CMRC assesses the manner in which the goals were achieved relative to our stated Purpose & Values. See page 63 for a description of the Individual Performance Scorecards.
For the CEO, the CMRC Chair and Lead Independent Director host individual meetings with each director in the first quarter of each year to solicit feedback regarding the CEO’s performance for the prior year. The CMRC also reviews the CEO's written scorecard of
his accomplishments against his objectives. The CMRC then provides a detailed memorandum to the Board reporting the feedback received from the directors as well as its overall assessment of the CEO’s performance, including notable strengths, opportunities and general comments. This memorandum forms the basis of the Board’s discussion regarding the CEO’s performance.
Compensation Decisions
The CMRC conducts a comprehensive review of each executive's compensation each year through a series of meetings starting in October of each year. During these meetings, the CMRC reviews detailed information regarding each executive's existing compensation and benefits, outstanding equity awards and termination scenarios as well as peer benchmarking analyses provided
by Pay Governance.
In the following February, the CEO reviews the compensation of the executives other than himself with the CMRC and makes a recommendation as to the amount of their STI and LTI plan awards as well as the quantum and mix of their annual target direct compensation for the CMRC’s consideration. The CMRC approves the executives' incentive plan awards as well as any changes in their annual target direct compensation. The CMRC also finalizes its recommendations for the Board regarding the CEO’s compensation. Based on these recommendations, the Board approves the CEO’s incentive plan awards as well as any changes in the CEO’s annual target direct compensation.
The CMRC also performs the following functions with respect to other compensation decisions for a performance year:
n Assesses short-term incentive plan performance against performance goals and approves preliminary and final funding of the aggregate short-term incentive plan pool
n Approves preliminary and aggregate funding of annual LTI awards and grants annual LTI awards to eligible employees
n Assesses PSU performance against three-year goals and approves the PSU Earnout Percentage
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Qualitative Assessment
A central part of the CMRC’s role involves applying its judgment in making final compensation decisions. This judgment is used in assessing individual performance and may also be used in determining STI and LTI plan payout percentages. This use of judgment, and where appropriate, application of discretion, helps ensure balanced outcomes once all the facts are known at year-end. The CMRC did not use any discretion with respect to the determination of the 2025 STI Company performance score or the 2023 PSU Earnout Percentage.
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. In 2025, 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 2025, 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 2025, the Company also engaged Davis Polk & Wardwell LLP to provide legal counsel related to our executive compensation program.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.