AMERICAN INTERNATIONAL GROUP, INC.
For the period ended May 13, 2026. Filed Mar 31, 2026.
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May 13, 2026 · Filed Mar 31, 2026
Contents
Long-Term Incentive Plan
2026 Long-Term Incentive Plan
Design
Our 2026 LTI plan is designed to further align our executives’ interests with the interests of our shareholders. The four equally weighted performance metrics applicable to PSUs granted under the program are aligned to our long-term strategic objectives and include:
n Relative Calendar Year Combined Ratio, measured on an annual basis during the three-year performance period as compared to our Business Competitors
n Growth in Adjusted Tangible Book Value per Share* measured on an annual basis during the three-year performance period
n Improvement in Diluted AATI Attributable to AIG Common Shareholders Per Share*, measured on a cumulative basis at the end of the three-year performance period
n Relative Total Shareholder Return, measured on a cumulative basis at the end of the three-year performance period as compared to our Business Competitors
All of these performance metrics other than relative Total Shareholder Return have clearly defined “threshold,” “target,” “stretch,” and “maximum” goals and are aligned to our long-term strategic objectives. For the relative Total Shareholder Return metric, its goals and corresponding contribution to the PSU Earnout Percentage are:
| TSR Ranking | Contribution to PSU Earnout Percentage |
|---|---|
| 1st Place | 200% of its weighting, capped at 100% if Company TSR is negative |
| 2nd Place | 175% of its weighting, capped at 100% if Company TSR is negative |
| 3rd Place | 150% of its weighting, capped at 100% if Company TSR is negative |
| 4th Place | 125% of its weighting, capped at 100% if Company TSR is negative |
| 5th or 6th Place | 100% of its weighting |
| 7th Place | 75% of its weighting |
| 8th Place | 50% of its weighting |
| 9th Place | 0% |
Equity Vehicles
The 2026 LTI award granted to Mr. Zaffino is comprised of 75 percent PSUs and 25 percent stock options, continuing the award mix granted to Mr. Zaffino in 2024 and 2025. The LTI grants for our other named executives are comprised of 50 percent PSUs, 25 percent RSUs and 25 percent stock options.
80 AIG 2026 PROXY STATEMENT
Compensation Discussion and Analysis 2026 Incentive Plan Design
The stock options and RSUs issued to our named executives will vest ratably in thirds on the first, second and third anniversaries of the grant date, subject to each named executive’s continued service through each vesting date. The PSUs issued to our named executives are subject to a three-year time horizon, with cliff vesting on January 1, 2029.
AIG 2026 PROXY STATEMENT 81
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