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
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 amounts in the table below do not reflect the actual amount of compensation earned or paid to our named executives, and the CMRC did not consider these amounts when making its incentive compensation decisions.
| 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($) · Peer Group TSR ($) | ||||||||||
| 2025 | 32,460,049 | — | 67,983,800 | — | 6,915,060 | 8,606,869 | 253.09 | 234.32 | 3,097 | 88.3 |
| 2024 | 24,638,373 | — | 33,931,497 | — | 6,493,761 | 6,722,095 | 210.84 | 212.86 | (926) | 88.2 |
| 2023 | 24,617,936 | — | 38,715,733 | — | 8,096,539 | 6,186,239 | 192.10 | 157.12 | 3,878 | 87.7 |
| 2022 | 75,314,199 | — | 90,844,101 | — | 9,077,342 | 12,293,363 | 175.08 | 141.79 | 11,273 | 88.7 |
| 2021 | 21,905,220 | 13,969,537 | 52,445,392 | 45,269,700 | 10,476,911 | 20,741,560 | 153.92 | 119.28 | 10,906 | 91.0 |
(1)Peter Zaffino has been our PEO since March 2021. Brian Duperreault was our PEO prior to March 2021. Our other NEOs consisted of: Keith Walsh (2024, 2025), Jonathan Hancock (2024, 2025), Claude Wade (2023, 2024, 2025), Rose Marie Glazer (2025), Charles Fry (2024), Sabra Purtill (2023, 2024), Kevin Hogan (2021, 2022, 2023), Shane Fitzsimons (2022, 2023), Lucy Fato (2021, 2022, 2023), Mark Lyons (2021, 2023), David McElroy (2021, 2022, 2023), Doug Dachille (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.
| Year | Summary CompensationTable Total for Peter Zaffino($) | Exclusion of Stock Awards and Option Awards for Peter Zaffino ($) | Inclusion of Equity Values forPeter Zaffino($) | Compensation Actually Paid to Peter Zaffino($) |
|---|---|---|---|---|
| 2025 | 32,460,049 | (18,459,849) | 53,983,600 | 67,983,800 |
AIG 2026 PROXY STATEMENT 97
2025 Executive Compensation Pay Versus Performance
| Year | Average Summary Compensation TableTotal for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion ofEquity Values forNon-PEO NEOs ($) | Average CompensationActually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|
| 2025 | 6,915,060 | (2,571,801) | 4,263,610 | 8,606,869 |
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 Value of Equity Awards Granted During Year That RemainedUnvested as of Last Day of Year for Peter Zaffino ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Zaffino ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year forPeter Zaffino ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date ofUnvested EquityAwards that VestedDuring Year for Peter Zaffino($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Peter Zaffino($) | Total - Inclusion ofEquity Values forPeter Zaffino($) |
|---|---|---|---|---|---|---|
| 2025 | 20,941,570 | 32,134,363 | 0 | 907,667 | 0 | 53,983,600 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of LastDay of Year for Non-PEO NEOs($) | Average Change inFair Value fromLast Day of Prior Year to Last Day of Year of Unvested Equity Awardsfor Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year forNon-PEO NEOs($) | Average Changein Fair Value fromLast Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs($) | Average Fair Valueat Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs($) | Total - AverageInclusion of Equity Values forNon-PEO NEOs($) |
|---|---|---|---|---|---|---|
| 2025 | 2,931,361 | 1,239,149 | 0 | 93,100 | 0 | 4,263,610 |
(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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025. 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.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Financial Performance Measures
The following charts set forth the relationship between Compensation Actually Paid (CAP) to our PEO, the Average CAP to our
Non-PEO NEOs, with the following three measures of financial performance, against the five most recently completed fiscal years:
nthe cumulative TSR for the Company and the Peer Group
nour Net Income
nour Company-selected measure, AYCR, as adjusted*
98 AIG 2026 PROXY STATEMENT
2025 Executive Compensation Pay Versus Performance
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEOs and other Non-PEO NEOs for 2025 to Company performance. The measures in this table
are not ranked.
| Accident Year Combined Ratio, as adjusted* | Calendar Year Combined Ratio | Diluted Adjusted After-tax Income Attributable to AIG Common Shareholders Per Share* | Core Operating 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 2026 PROXY STATEMENT 99
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