American International Group (AIG) Proxy Filing summary

Executive summary

• Achieved significant strategic, operational, and financial milestones in 2024, including the completion of a multi-year transformation and the deconsolidation of Corebridge Financial, Inc., reducing ownership to 22.7%.

• Streamlined the operating structure, divested non-core businesses, and enhanced financial flexibility, ending 2024 with $7.7 billion in parent liquidity.

• Returned capital to shareholders through $6.6 billion in stock repurchases, $1.0 billion in dividends, and reduced debt by $1.6 billion.

• Focused on underwriting excellence, technology, and digital strategies, including the launch of GenAI-powered underwriting solutions and a new reinsurance syndicate at Lloyd's.

• Engaged with shareholders representing 70% of shares outstanding, receiving strong support for compensation, governance, and sustainability initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on: election of twelve director nominees, advisory vote on executive compensation, advisory vote on frequency of future compensation votes, and ratification of PwC as independent auditor for 2025.

• Board recommends voting FOR all director nominees, FOR executive compensation, ANNUAL frequency for Say-on-Pay, and FOR auditor ratification.

Board of directors and corporate governance

• Board comprises twelve nominees, with an average tenure of 3 years; all are independent except the Chairman & CEO.

• Recent board refreshment added two new directors with expertise in technology, financial services, and business transformation.

• Board committees (Audit, Compensation, Nominating, Risk) are fully independent and regularly reviewed for effectiveness.

• Enhanced CEO succession planning, director orientation, and updated governance documents, including removal of mandatory retirement age.

• Lead Independent Director role expanded for greater oversight and engagement.