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Dear Fellow Shareholder:

AIG entered 2022 a higher quality organization that is well positioned to continue delivering value to our clients and distribution partners, shareholders, and other stakeholders.

Our outstanding financial results in 2021 reflect the dedication and commitment our AIG colleagues demonstrate every day, particularly while managing through the complexities of the ongoing global pandemic. Over the last few years, we remained focused as we executed on the strategy we outlined to build a portfolio designed for sustainable and improved profitability. While we still have work ahead of us, we have a clear path towards continuous improvement.

I am extremely proud of what our team has accomplished with respect to our strategic, operational, and financial objectives. Noteworthy achievements in 2021 include significantly improved underwriting results in General Insurance, while reducing our overall risk tolerance and protecting AIG’s balance sheet, in addition to a pivot to growth; continued meaningful contributions from our Life and Retirement business; considerable progress on our previously announced plan to separate Life and Retirement from AIG, including through the sale of a 9.9% equity stake to Blackstone; and reaching important milestones on AIG 200 to achieve improvement in operational excellence and how we do business across the company.

We ended the year with significant financial flexibility and a strong balance sheet. In 2021, we returned $3.7 billion to shareholders through stock buybacks and dividends and reduced debt outstanding by $4 billion.

Throughout last year, we focused on matters related to diversity, equity, and inclusion, and climate change and sustainability. For example, 50 percent of our executive leadership team is diverse with all members drawing from different experiences and perspectives. In addition, we recently announced new commitments to achieve Net Zero greenhouse gas emissions by 2050, or sooner, with respect to all of AIG’s operations, including our global underwriting and investment portfolios.

Thank you for investing in AIG and for your ongoing support as we strive to be a market leader in everything we do.

Sincerely,

Peter Zaffino
Chairman & Chief Executive Officer

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Dear Fellow AIG Shareholder:

AIG’s Board of Directors is proud of the company’s global workforce and the tremendous strides that have been made regarding the company’s strategic repositioning, financial performance, and the progress that has been made on AIG’s transformational efforts. Under Peter Zaffino’s leadership, AIG performed exceptionally well last year and is positioned for long-term profitable growth.

In 2021, the Board oversaw the successful implementation of AIG’s Chief Executive Officer succession plan, culminating with Peter stepping into the role on March 1, 2021, and assuming the additional role of Chairman of the Board at the beginning of this year.

On behalf of the Board, I would like to thank Brian Duperreault, who retired as Executive Chair of the Board on December 31, 2021, for his contributions to AIG during his tenure. We also congratulate Brian for his long and distinguished career in the insurance industry.

In recent years, the Board has also focused on director refreshment with a view towards adding skills and experience necessary to provide appropriate oversight and guidance with respect to AIG’s strategic priorities. To that end, we were pleased to welcome John Rice as a director earlier this month.

Additionally, the Board thanks directors Christopher Lynch and Amy Schioldager for their service and valuable contributions. Chris and Amy have joined the Board of Directors for AIG’s Life and Retirement business and, as a result, will not stand for re-election to the AIG Board. We also thank retiring director John Fitzpatrick for his many contributions to the Board and various committees over the last few years.

I encourage you to read this Proxy Statement and the 2021 Annual Report, and to vote as the Board recommends on the enclosed proposals in advance of AIG’s virtual 2022 Annual Meeting of Shareholders on Wednesday, May 11, 2022, at 11:00 a.m. Eastern Time.

Thank you for entrusting your capital with AIG.

Sincerely,

Douglas M. Steenland
Lead Independent Director

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How to Vote

		By Phone 1-800-690-6903 Vote must be received by 11:59 p.m. Eastern Time, May 10, 2022

		Online Before the Meeting www.proxyvote.com Vote must be received by 11:59 p.m. Eastern Time, May 10, 2022

		By Mail Return your completed proxy card in the prepaid envelope Vote must be received by 10 a.m. Eastern Time, May 11, 2022

		Online During the Meeting Go to: www.virtualshareholder meeting.com/AIG2022 Vote must be submitted before the polls close during the Annual Meeting

		Mailing Date
		This Notice of the 2022 Annual Meeting of Shareholders (Annual Meeting) and Proxy Statement, as well as AIG’s 2021 Annual Report and proxy card or voting instructions, were either made available to you over the Internet or mailed to you beginning on or about March 29, 2022.

Items of Business

Elect the ten director nominees named in the Proxy Statement

Approve, on an advisory basis, the 2021 compensation of AIG’s named executives

Ratify the selection of PricewaterhouseCoopers LLP (PwC) to serve as AIG’s independent registered public accounting firm for 2022

Vote on the shareholder proposal set forth in this Proxy Statement, if properly presented at the Annual Meeting

Transact any other business properly presented at the Annual Meeting

		Record Date—March 16, 2022
		If you owned shares of AIG common stock at the close of business on the record date, you are entitled to receive this Notice of the Annual Meeting and to vote during the meeting or by proxy

		Accessing the Annual Meeting
		To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.

		Please carefully review this Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.
		By order of the Board of Directors, Rose Marie E. Glazer Executive Vice President, Chief Human Resource Officer and Corporate Secretary

We have adopted a virtual meeting format for the Annual Meeting to protect the safety and well-being of our shareholders, employees and directors and provide a convenient opportunity for our shareholders to participate from wherever they are located. We believe that the virtual meeting format affords our shareholders an opportunity for meaningful participation, and we have taken steps so that shareholders will be able to attend, vote and submit questions via the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually via the Internet on May 11, 2022. This 2022 Notice of Annual Meeting and the Proxy Statement as well as AIG’s 2021 Annual Report are available free of charge at www.proxyvote.com or in the Investors section of our website at www.aig.com.

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This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting.

Voting Matters and Vote Recommendation

Board’s
recommendation

More
information

Management Proposals

Elect the ten director nominees named in this Proxy Statement

FOR each
director nominee

Page 8

Approve, on an advisory basis, the 2021 compensation of AIG’s named executives

FOR

Page 44

Ratify the selection of PwC to serve as AIG’s independent registered public accounting firm for 2022

FOR

Page 96

Shareholder Proposal

Shareholder proposal to reduce the threshold to call special meetings from 25 percent to 10 percent

AGAINST

Page 98

How to Vote

By Phone

1-800-690-6903
Vote must be received by 11:59 pm Eastern Time, May 10, 2022

Online Before the Meeting

www.proxyvote.com
Vote must be received by 11:59 pm Eastern Time, May 10, 2022

By Mail

Return your completed proxy card in prepaid envelope
Vote must be received by 10 am Eastern Time, May 11, 2022

Online During the Meeting

Go to: www.virtualshareholder meeting.com/AIG2022
Vote must be submitted by the close of polls during the Annual Meeting

		What’s New
		■ We reorganized and redesigned our Proxy Statement to improve its transparency and readability ■ The Board of Directors (Board) appointed Peter Zaffino, our Chief Executive Officer, to the additional role of Chairman, effective January 1, 2022—see page 19 ■ AIG committed to achieve Net Zero greenhouse gas (GHG) emissions across our global underwriting and investment portfolios by 2050, or sooner—see page 22

AIG 2022 PROXY STATEMENT 1

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Proxy Statement SummaryAbout AIG

About AIG

AIG is a leading global insurance organization. We provide a wide range of property and casualty insurance, life insurance, retirement solutions and other financial services to customers in approximately 70 countries and jurisdictions. These diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for retirement security.

The mailing address of our principal executive offices is 1271 Avenue of the Americas, Floor 41, New York, New York 10020-1304.

World-Class Insurance Franchises that are among the leaders in their geographies and segments, providing differentiated service and expertise

Breadth of Loyal Customers including millions of clients and policyholders ranging from multi-national Fortune 500 companies to individuals throughout the world

Broad and Long-Standing Distribution Relationships with brokers, agents, advisors, banks and other distributors strengthened through AIG’s dedication to quality

Highly Engaged Global Workforce of more than 36,000 colleagues committed to excellence who are providing services in approximately 70 countries and jurisdictions

Balance Sheet Strength and Financial Flexibility as demonstrated by over $65 billion in shareholders’ equity and AIG parent company liquidity of $10.7 billion as of December 31, 2021

2022 Priorities

Underwriting Excellence, Pricing Discipline and Clarity of Risk Appetite

Continue to enhance General Insurance portfolio optimization through strength of underwriting framework and guidelines as well as clear communication of risk appetite and rate adequacy. Continue long-standing disciplined approach in our Life and Retirement business with respect to product pricing and features

Separation of Life and Retirement Business
from AIG

Continue progress on the separation of the Life and Retirement business from AIG in a manner intended to maximize value for shareholders and other stakeholders and establish two strong, market-leading companies

AIG 200

Continue progress on multi-year effort to support underwriting excellence, modernize our operating infrastructure, enhance user and customer experiences and become a more unified company

Capital Management

Continue to create long-term value for shareholders and other stakeholders by investing in AIG’s businesses through organic growth and operational improvements, returning capital to shareholders and reducing debt

Continued Focus on
Profitable Growth

Build on the high-quality General Insurance portfolio achieved to date by focusing on targeted growth through continued underwriting discipline, improved retention and new business development

Optimize Risk Management

Optimize risk profile through disciplined underwriting, reinsurance programs and asset-liability management in the investment portfolio

Leadership, Culture and Talent

Maintain focus on attracting, developing and retaining world-class employees. Further promote diversity, equity and inclusion (DEI) at all levels through continued support of robust employee resource and development programs and recruitment strategies

Transparent Environmental, Social and Governance (ESG) Leadership

Continue strategic progress toward supporting a more sustainable, equitable and prosperous future for stakeholders by being an agent of positive change

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Proxy Statement Summary2021 Highlights

2021 Highlights

In 2021, AIG delivered strong results in our General Insurance and Life and Retirement businesses while executing on significant strategic imperatives.

Total Shareholder Return (TSR) of 54%, Outperforming the S&P 500 and the S&P 500 Property & Casualty and Life & Health Insurance Indices

Successful Execution of Chief Executive Officer Succession Plan with Mr. Zaffino becoming our Chief Executive Officer on March 1, 2021 and taking on the additional role of Chairman on January 1, 2022

General Insurance Pivot to Profitable Growth through disciplined underwriting, new business development and renewals continues, as demonstrated through strong double-digit net premium written (NPW) growth, improved retention across the portfolio and meaningful improvement in the combined ratio

Continued Solid Contribution from Life and Retirement Along with Significant Separation Progress including completing the sale of a 9.9 percent equity stake in our Life and Retirement business to Blackstone Inc. (Blackstone) and executing on multiple workstreams to operationally separate the business

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2020 Calendar Year Combined Ratio was impacted by catastrophe losses, net of reinsurance (CATs), including $1.1 billion of COVID-19 related CATs. The COVID-19 related impact on Calendar Year Combined Ratio during 2020 was approximately 4.7 points.

Accident Year Combined Ratio, as Adjusted is a non-GAAP financial measure. See Appendix A for a reconciliation showing how this metric is calculated from our audited financial statements.

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Proxy Statement SummaryCompensation Highlights

Compensation Highlights

The Compensation and Management Resources Committee (CMRC) oversees AIG’s compensation programs, which are designed to reward performance on our strategic priorities and align executive pay with the company’s performance. Our 2021 short-term incentive (STI) and long-term incentive (LTI) program metrics reflected key areas of focus for our company, including driving underwriting and operational excellence to improve profitability and setting the stage for transformative transactions, including the separation of our Life and Retirement business from AIG. Further, and as informed by shareholder feedback, the CMRC ensured that the 2021 compensation program framework reflected a return to an entirely quantitative financial determination for the business performance score component of our STI plan following the use of qualitative goals in 2020 due to the uncertainties associated with the COVID-19 crisis.

As described above, 2021 was a pivotal year in which AIG delivered strong financial results and stock price performance while executing on significant strategic imperatives. These achievements are reflected in the CMRC’s decisions regarding our 2021 compensation programs, aligning with our overall pay for performance philosophy.

Chief Executive Officer Compensation

The following reflects the 2021 pay mix and decisions for Mr. Zaffino, our current Chairman & Chief Executive Officer.

2021 CEO Annual Target Total Direct Compensation

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Peter Zaffino Chairman & Chief Executive Officer*	2021 Base Salary	$1,500,000
	2021 LTI Award Target Value	$11,500,000
	2021 STI Award	$8,000,000 (200% of target)

Mr. Zaffino became Chief Executive Officer effective March 1, 2021. Prior to March 1, 2021, Mr. Zaffino served as President and Global Chief Operating Officer. Mr. Zaffino assumed the additional role of Chairman effective January 1, 2022. The above compensation reflects Mr. Zaffino’s base salary in his capacity as Chief Executive Officer, which was in effect for ten months of the year. For the first two months of the year, Mr. Zaffino’s base salary was $1,400,000.

Our 2021 compensation programs, including the compensation decisions for each of the named executives, are detailed under “Compensation Discussion and Analysis” beginning on page 46.

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Proxy Statement SummaryCorporate Governance Highlights

Corporate Governance Highlights

Balanced and Effective Board of Directors

AIG strives to maintain a strong and effective Board that is committed to representing the long-term interests of AIG’s shareholders and other stakeholders. We seek to have a Board that has the diverse skills, experience and attributes necessary to provide guidance on AIG’s strategic priorities and to oversee management’s approach to addressing the challenges and risks facing AIG. The following table provides summary information about each of our ten director nominees that the Board is recommending for election at our Annual Meeting.

All directors are independent except for Mr. Zaffino.

				Current Committee Memberships
Director Nominee	Age	Director Since	Occupation and Background	Audit	Compensation and Management Resources	Nominating and Corporate Governance1	Risk and Capital
James Cole, Jr.	53	2021	Chairman and Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education
W. Don Cornwell	74	2011	Former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation
William G. Jurgensen	70	2013	Former Chief Executive Officer of Nationwide Insurance
Linda A. Mills	72	2015	Former Corporate Vice President of Operations of Northrop Grumman Corporation
Thomas F. Motamed	73	2019	Former Chairman and Chief Executive Officer of CNA Financial Corporation
Peter R. Porrino	65	2019	Former Executive Vice President and Chief Financial Officer of XL Group Ltd
John G. Rice2	65	2022	Former Non-Executive Chairman of GE Gas Power; Former President and Chief Executive Officer of the GE Global Growth Organization
Douglas M. Steenland3 Lead Independent Director	70	2009	Former President and Chief Executive Officer of Northwest Airlines Corporation
Therese M. Vaughan	65	2019	Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance at the University of Iowa; Former Chief Executive Officer of the National Association of Insurance Commissioners
Peter Zaffino	55	2020	Chairman & Chief Executive Officer of AIG
Number of meetings in 2021				7	8	5	5

Committee Chair

Committee Member

(1)

The Chair of the Nominating and Corporate Governance Committee (NCGC), Christopher S. Lynch, is not standing for re-election at the Annual Meeting and therefore does not appear in the table above. See “Proposal 1—Election of Directors.” The Board will appoint a new Chair following the election of our directors at the Annual Meeting.

(2)

Mr. Rice joined the Board on March 17, 2022. No determination as to Mr. Rice’s appointment to Committees of the Board (Committees) has been made at this time.

(3)

Mr. Steenland, as Lead Independent Director, is an ex-officio, non-voting member of all Committees.

AIG 2022 PROXY STATEMENT 5

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Proxy Statement SummaryCorporate Governance Highlights

Robust Corporate Governance Practices

AIG’s robust corporate governance policies and practices promote Board effectiveness and accountability to our shareholders.

Independent, Diverse and Qualified Board

■

All directors are independent except for our Chairman & Chief Executive Officer, Mr. Zaffino

■

All Committee members are independent

■

Robust Lead Independent Director role with explicit responsibilities

■

Independent directors meet in executive sessions without management in conjunction with each regularly scheduled Board and Committee meeting

■

Two of AIG’s independent director nominees are women, two are ethnically diverse and one identifies as LGBTQ+

■

The NCGC continuously reviews the composition of our Board, taking into consideration the skills, experience and attributes of the existing directors, both individually and as a group

Effective Board Policies and Practices

■

Directors’ interests are aligned with those of our shareholders through robust share ownership requirements

■

Directors’ equity awards do not vest until they retire from the Board

■

The Board, through the NCGC, conducts annual evaluations of the Board, the Lead Independent Director and other individual directors, and all Committees conduct annual self-evaluations

■

No director attending less than 75 percent of regular Board and applicable Committee meetings for two consecutive years will be re-nominated

■

Directors generally may not stand for election after reaching age 75

■

Directors are subject to limitations on board service at other public companies

Strong Shareholder Rights Hold Board Accountable

■

All directors are elected annually

■

Majority voting for directors in uncontested elections

■

Shareholders have proxy access rights

■

25% of shareholders can call a special meeting

■

Shareholders can act by written consent

■

AIG has an extensive shareholder engagement program, which includes independent director participation

■

Shareholders hold an annual advisory vote on named executive compensation

Key Matters Overseen by the Board

■

The Board oversees management succession planning, with support from the CMRC, and, with respect to Chief Executive Officer succession planning, in consultation with the Chair of the NCGC

■

The Board, through the CMRC, oversees DEI matters and monitors AIG’s progress on related initiatives

■

The Board, through the NCGC, oversees ESG, sustainability, including climate-related issues, corporate social responsibility and lobbying and public policy matters

■

The Board provides strong risk management oversight, including through the Risk and Capital Committee and the Audit Committee

■

The Board directly oversees AIG’s cybersecurity risks, policies, controls and procedures

AIG 2022 PROXY STATEMENT 7

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What am I voting on?

The Board presents ten nominees for election as directors at the Annual Meeting. Each nominee consented to being named as a nominee in the proxy materials and to serve if elected. Each director elected at the Annual Meeting will serve until the 2023 Annual Meeting or until a successor is duly elected and qualified.

Voting Recommendation

FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of AIG’s business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized on page 11 and below.

Overview

●

Ten director nominees

●

All directors are independent except for the Chairman & Chief Executive Officer

●

Elected by a majority of votes cast

●

One-year terms

Board Composition and Refreshment

AIG prioritizes effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee AIG’s global business, particularly as the Board oversees AIG’s strategic priorities, such as AIG 200 and the separation of our Life and Retirement business. The Board manages Board composition and refreshment with significant support from the NCGC.

The NCGC continuously reviews the Board’s composition, taking into consideration the characteristics of the existing directors, both individually and as a group. The NCGC takes various factors into account when considering the need for Board refreshment, including potential director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, director tenure and individual director performance.

Diversity Considerations

The Board strives to maintain a diverse Board, and diversity continues to be an important consideration in the director search and nomination process. While the Board has not adopted a specific diversity policy, our Corporate Governance Guidelines reflect the Board’s belief that important diversity characteristics include race, gender identity, ethnicity, religion, nationality, disability, sexual orientation and cultural background. Additionally, in assessing Board composition and individual director candidates, the NCGC considers diversity in a broad sense, including work experience, skills and perspective.

40% of our director nominees are diverse

■

Two director nominees are women

■

Two director nominees are ethnically diverse

■

One director nominee identifies as LGBTQ+

Director Tenure

The director nominees have an average tenure of approximately 5 years. No individual may stand for election as a director after reaching the age of 75. The Board may waive this requirement if, on the recommendation of the NCGC, it determines that a waiver is in the best interests of AIG.

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Proposal 1: Election of DirectorsDirector Recruitment Process

Director Recruitment Process

The NCGC has a comprehensive director recruitment process and considers candidates recommended by other directors, shareholders and management. The NCGC also may engage search firms to assist in identifying and/or evaluating candidates and to ensure that it is considering a large and more diverse pool of candidates.

Shareholder Input in Recommending and Nominating Directors

The NCGC will consider candidates recommended by shareholders and will evaluate those shareholder-identified candidates on the same basis as all other candidates. Shareholders who wish to recommend nominees for director for consideration by the NCGC may do so by submitting names and supporting information to: Chair, Nominating and Corporate Governance Committee, c/o Corporate Secretary, at the address set forth under “Other Matters—Communications with the Board of Directors” on page 105. Shareholders nominating director candidates pursuant to AIG’s By-laws must comply with the requirements set forth in our By-laws. See “Other Matters—Shareholder Proposals for the 2023 Annual Meeting.”

Proxy Access

AIG’s By-laws also permit eligible shareholders to include their own director nominees in AIG’s proxy statement for the annual meeting. The Board believes proxy access is an additional mechanism for Board accountability and for ensuring that director nominees are supported by AIG’s long-term shareholders.

Under the proxy access provision of our By-laws, a shareholder, or a group of up to 20 shareholders, owning three percent or more of AIG common stock continuously for at least three years may nominate and include in AIG’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board, so long as the shareholder(s) and the nominee(s) satisfy the requirements specified in our By-laws. Qualifying shareholders who wish to submit director nominees for election at the 2023 Annual Meeting of Shareholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Other Matters—Shareholder Proposals for the 2023 Annual Meeting.”

Criteria for Evaluating Director Candidates

Once a candidate has been identified through one of the above channels, the NCGC conducts a rigorous review, taking into consideration the criteria set forth in AIG’s Corporate Governance Guidelines, including:

■

High personal and professional ethics, values and integrity

■

Ability to work together as part of an effective, collegial group

■

Commitment to representing the long-term interests of AIG

■

Skill, expertise, diversity, background, and experience with businesses and other organizations that the Board deems relevant

■

Interplay of the individual’s experience with the experience of other Board members

■

Contribution represented by the individual’s skills, experience and attributes to ensuring that the Board has the necessary tools to perform its oversight function effectively

■

Ability and willingness to commit adequate time to AIG over an extended period of time

■

Extent to which the individual would otherwise be a desirable addition to the Board and any Committees

Following this review, the NCGC recommends director candidates to the Board for appointment or for nomination for election by our shareholders.

AIG 2022 PROXY STATEMENT 9

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Proposal 1: Election of DirectorsOur Director Nominees

Our Director Nominees

John H. Fitzpatrick, Christopher S. Lynch and Amy L. Schioldager, who currently sit on our Board, are not standing for re-election and will retire from the Board at the Annual Meeting. Mr. Lynch and Ms. Schioldager are not standing for re-election because they have joined the board of directors of Corebridge Financial, Inc. (Corebridge Financial), the holding company for our Life and Retirement business, which is working towards an initial public offering. The Board would like to thank Messrs. Fitzpatrick and Lynch and Ms. Schioldager for their service and valuable contributions as directors. We are asking our shareholders to re-elect each of the remaining ten directors at the Annual Meeting, to hold office until the next annual meeting and until a successor is elected and qualified or his or her earlier resignation or removal.

Identification and Recruitment of John G. Rice

Mr. Rice was appointed to our Board in March 2022. He was identified and recommended to the NCGC by our Chairman & Chief Executive Officer. The NCGC interviewed Mr. Rice and compiled information about his attributes, experience, skills and independence to help them assess his suitability for our Board. Among other key skills and experiences, Mr. Rice brings extensive global business experience to our Board, having worked and lived abroad while in various leadership positions with General Electric in its global markets, including Hong Kong, Singapore and Canada.

Director Independence Assessment

The Board, on the recommendation of the NCGC, determined that nine of the nominees—Mss. Mills and Vaughan and Messrs. Cole, Cornwell, Jurgensen, Motamed, Porrino, Rice and Steenland—are independent under the New York Stock Exchange (NYSE) listing standards. Mr. Zaffino is the only director nominee who holds an AIG management position and is not an independent director. Messrs. Fitzpatrick and Lynch and Ms. Schioldager, who are not standing for re-election to the Board, and Mr. Miller, who did not stand for re-election at the 2021 Annual Meeting, were also determined by the Board, on the recommendation of the NCGC, to be independent under the NYSE listing standards for the period that they served on the Board.

All director nominees are independent except for our Chairman & Chief Executive Officer

In making the independence determinations, the NCGC and the Board considered relationships arising from: (1) in the case of certain directors, investments and insurance products AIG provides to them and/or entities they are affiliated with in the ordinary course of business and on the same terms made available to third parties; and (2) in the case of Mr. Steenland, Blackstone’s 9.9 percent investment in our Life and Retirement business and certain other transactions entered into between AIG and Blackstone, with the Board noting that Mr. Steenland is an advisor to, not an employee of, Blackstone and that Mr. Steenland recused himself from the discussions and approval of such transactions.

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Proposal 1: Election of DirectorsOur Director Nominees

Director Nominee Skills, Experience and Diversity

The Board and the NCGC have identified the following skills and expertise as essential for effective oversight in light of our business and strategy:

Insurance Significant experience working in the insurance industry, particularly property and casualty and global specialty

Financial Services Experience in the non-insurance financial services industry, including banking and financial markets

Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations

Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer or other senior leadership role

Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risk

Regulatory/Government Significant experience working in highly regulated industries and/or as a regulator or other government official

Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards

International Experience Significant experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S.

Technology Knowledge of or experience with technology and related issues and risks

Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks

ESG/Sustainability Experience with Environmental, Social and Governance-related issues

The table below illustrates key skills and areas of expertise and diversity represented on our Board. We believe our director nominees have the right mix of skills, experience and attributes to provide strategic guidance, particularly as the Board oversees our continued progress on transformative transactions and significant strategic initiatives.

Skills and Experience

Cole

Cornwell

Jurgensen

Mills

Motamed

Porrino

Rice

Steenland

Vaughan

Zaffino

Total Number
of Directors

Insurance

Financial Services

Business Transformation

Public Company Executive Leadership

Risk Management

Regulatory/Government

Financial Reporting/Accounting

International Experience

Technology

Digital

ESG/Sustainability

Diversity (Self-Identified)

Gender (Male/Female)

African American/Black

White/Caucasian

LGBTQ+

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Proposal 1: Election of DirectorsOur Director Nominees

Recommendation

Your Board of Directors unanimously recommends a vote FOR each of the following director nominees.

Director Nominee Biographies

Below are biographies of each of the nominees for director, including the principal occupation or affiliation and public company directorships held by each nominee during the past five years.

James Cole, Jr.		Chairman and Chief Executive Officer of The Jasco Group, LLC; Former Delegated Deputy Secretary of Education and General Counsel of the U.S. Department of Education
■ Independent Age: 53 Director since: 2021 COMMITTEES ▪ Audit ▪ Nominating and Corporate Governance	CAREER HIGHLIGHTS ■ The Jasco Group, LLC (investment management firm) — Chairman and Chief Executive Officer, since 2017 ■ U.S. Department of Education — Delegated Deputy Secretary of Education and General Counsel, 2016 to 2017 — General Counsel, 2014 to 2017 — Senior Advisor to the Secretary, 2014 ■ U.S. Department of Transportation — Deputy General Counsel, 2011 to 2014 ■ Wachtell, Lipton, Rosen & Katz — Partner, 1996 to 2011

	OTHER CURRENT DIRECTORSHIPS ■ None

W. Don Cornwell		Former Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation
■ Independent Age: 74 Director since: 2011 COMMITTEES ▪ Audit (Financial Expert) ▪ Nominating and Corporate Governance	CAREER HIGHLIGHTS ■ Granite Broadcasting Corporation (television broadcasting) — Founder, Chairman of the Board and Chief Executive Officer, 1988 to 2009 — Vice Chairman, 2009 ■ Goldman Sachs — Chief Operating Officer, Corporate Finance Department, 1980 to 1988 — Vice President, Investment Banking Division, 1976 to 1988

	OTHER CURRENT DIRECTORSHIPS ■ Natura &Co Holding S.A. ■ Viatris Inc. FORMER DIRECTORSHIPS ■ Pfizer Inc. ■ Avon Products, Inc.

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Proposal 1: Election of DirectorsOur Director Nominees

William G. Jurgensen		Former Chief Executive Officer of Nationwide Insurance
■ Independent Age: 70 Director since: 2013 COMMITTEES ▪ Risk and Capital (Chair) ▪ Compensation and Management Resources	CAREER HIGHLIGHTS ■ Nationwide Financial Services, Inc. (insurance and financial services) — Chief Executive Officer and director, 2000 to 2009 — Chairman of the Board, 2001 to 2003 ■ BankOne Corporation — Executive Vice President, 1998 to 2000 ■ First Chicago Corporation — Executive Vice President of First Chicago NBD Corporation, 1995 to 1998 — Chairman of FCC National Bank, 1995 to 1998 — Various positions, including Chief Executive Officer of First Card, and Chief Financial Officer, 1990 to 1995 ■ Norwest Corporation — Various positions, 1973 to 1990

	OTHER CURRENT DIRECTORSHIPS ■ Lamb Weston Holdings, Inc. (Chair)

Linda A. Mills		Former Corporate Vice President of Operations of Northrop Grumman Corporation
■ Independent Age: 72 Director since: 2015 COMMITTEES ▪ Compensation and Management Resources (Chair) ▪ Audit	CAREER HIGHLIGHTS ■ Cadore Group, LLC (management and IT consulting) — President, 2015 to present ■ Northrop Grumman Corporation — Corporate Vice President, Operations, 2013 to 2015 — Corporate Vice President and President of Information Systems and Information Technology sectors, 2008 to 2012 — President of the Civilian Agencies Group, 2006 to 2007 — Vice President of Operations and Process, Information Technology Sector, 2003 to 2006 ■ TRW, Inc. — Various positions, 1979 to 2002, including Vice President of Information Systems and Processes ■ Bell Laboratories, Inc. — Engineer, 1973 to 1979

	OTHER CURRENT DIRECTORSHIPS ■ Navient Corporation (Chair)

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Proposal 1: Election of DirectorsOur Director Nominees

Thomas F. Motamed		Former Chairman and Chief Executive Officer of CNA Financial Corporation
■ Independent Age: 73 Director since: 2019 COMMITTEES ▪ Compensation and Management Resources ▪ Risk and Capital	CAREER HIGHLIGHTS ■ CNA Financial Corporation (insurance) — Chairman and Chief Executive Officer, 2009 to 2016 ■ The Chubb Corporation — Vice Chairman and Chief Operating Officer, 2002 to 2008 — Other senior positions, 1977 to 2002

	OTHER CURRENT DIRECTORSHIPS ■ Kairos Acquisition Corp. FORMER DIRECTORSHIPS ■ Verisk Analytics, Inc.

Peter R. Porrino		Former Executive Vice President and Chief Financial Officer of XL Group Ltd
■ Independent Age: 65 Director since: 2019 COMMITTEES ▪ Audit (Chair; Financial Expert) ▪ Risk and Capital	CAREER HIGHLIGHTS ■ XL Group Ltd (insurance and reinsurance) — Senior Advisor to the Chief Executive Officer, 2017 to 2018 — Executive Vice President and Chief Financial Officer, 2011 to 2017 ■ Ernst & Young LLP — Global Insurance Industry Leader, 1999 through 2011 ■ Consolidated International Group (insurance) — President and Chief Executive Officer, 1998 to 1999 ■ Zurich Insurance Group — Chief Financial Officer and Chief Operating Officer of Zurich Re Centre, 1993 to 1998 ■ Ernst & Young — Auditor, 1978 to 1993

	OTHER CURRENT DIRECTORSHIPS ■ None

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Proposal 1: Election of DirectorsOur Director Nominees

John G. Rice		Former Non-Executive Chairman of GE Gas Power; Former President and Chief Executive Officer, GE Global Growth Organization
■ Independent Age: 65 Director since: 2022	CAREER HIGHLIGHTS ■ General Electric Company (multinational conglomerate) — Non-Executive Chairman, GE Gas Power, 2018 to 2020 — Vice Chairman, GE, 2005 to 2018 — President and Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 — Various other senior positions, including: • President and Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 • President & Chief Executive Officer, GE Industrial, 2005 • Senior Vice President, GE Energy, 2004 • Senior Vice President, GE Power Systems, 2000 to 2003 • Vice President GE Transportation Systems, 1997 to 1999

	OTHER CURRENT DIRECTORSHIPS ■ Baker Hughes Company

Douglas M. Steenland		Former President and Chief Executive Officer of Northwest Airlines Corporation
■ Lead Independent Director Age: 70 Director since: 2009 COMMITTEES ▪ As Lead Independent Director, Mr. Steenland is an ex-officio, non-voting member of each Committee	CAREER HIGHLIGHTS ■ Northwest Airlines Corporation — Chief Executive Officer, 2004 to 2008 — President, 2001 to 2004 — Various other senior positions, 1991 to 2008, including: • Executive Vice President, Chief Corporate Officer • Senior Vice President and General Counsel ■ DLA Piper — Partner, 1984 to 1991

	OTHER CURRENT DIRECTORSHIPS ■ American Airlines Group Inc. ■ Hilton Worldwide Holdings Inc. ■ London Stock Exchange Group PLC FORMER DIRECTORSHIPS ■ Performance Food Group Company ■ Travelport Worldwide LTD

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Proposal 1: Election of DirectorsOur Director Nominees

Therese M. Vaughan		Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance at the University of Iowa; Former Chief Executive Officer of the National Association of Insurance Commissioners
■ Independent Age: 65 Director since: 2019 COMMITTEES ▪ Compensation and Management Resources ▪ Risk and Capital	CAREER HIGHLIGHTS ■ University of Iowa (higher education) — Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance, since 2021 ■ Drake University (higher education) — Executive in Residence, 2019 to 2021 — Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science, 2017 to 2019 — Dean of the College of Business and Public Administration, 2014 to 2017 ■ National Association of Insurance Commissioners (NAIC) — Chief Executive Officer, 2009 to 2012 ■ Joint Forum (group of banking, insurance, and securities supervisors) — Chair, 2012 ■ State of Iowa — Insurance Commissioner, 1994 to 2004

	OTHER CURRENT DIRECTORSHIPS ■ Verisk Analytics, Inc. ■ West Bancorporation, Inc. FORMER DIRECTORSHIPS ■ Validus Holdings, Ltd.

Peter Zaffino		Chairman & Chief Executive Officer of AIG
■ Chairman & Chief Executive Officer Age: 55 Director since: 2020	CAREER HIGHLIGHTS ■ AIG — Chairman, since 2022 — Chief Executive Officer, since 2021; President, 2020 to 2021 — Executive Vice President and Global Chief Operating Officer, 2017 to 2021 — Chief Executive Officer, General Insurance, 2017 to 2019 ■ Marsh & McLennan Companies, Inc. (professional services) — Various senior positions, including: • Chairman for the Risk and Insurance Services segment, 2015 to 2017 • Chief Executive Officer of Marsh, LLC, 2011 to 2017 • President and Chief Executive Officer of Guy Carpenter, 2008 to 2011 • Various executive roles at Guy Carpenter, 2001 to 2008 ■ CORE Holdings, a GE Capital portfolio company — Various roles, 1995 to 2001

	OTHER CURRENT DIRECTORSHIPS ■ None

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Proposal 1: Election of DirectorsOur Director Nominees

Election of Director Nominees

It is the intention of the persons named in the accompanying form of proxy to vote for the election of the nominees. All of the nominees are currently members of AIG’s Board. It is not expected that any of the nominees will become unavailable for election as a director, but if any should become unavailable prior to the Annual Meeting, proxies will be voted for such other persons as the persons named in the accompanying form of proxy may determine in their discretion. Alternatively, the Board may reduce its size.

Directors will be elected by a majority of the votes cast by the shareholders of AIG’s common stock, which votes are cast either “for” or “against” election. Under AIG’s By-laws and Corporate Governance Guidelines, each nominee has submitted to the Board an irrevocable resignation from the Board that would become effective if (1) the nominee fails to receive the required vote at the shareholder meeting and (2) the Board accepts such resignation. If a nominee fails to receive the required vote, the NCGC will recommend to the Board whether or not to accept the resignation. The Board will accept such resignation unless the NCGC recommends, and the Board determines, that the best interests of AIG and its shareholders would not be served by doing so.

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Our Corporate Governance Practices

The Board is committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our shareholders. Our governance structure is set forth in our Amended and Restated Certificate of Incorporation (Certificate of Incorporation), By-laws, Corporate Governance Guidelines and Committee Charters, among other documents. AIG’s Board regularly reviews these corporate governance documents and makes modifications from time to time based on corporate governance developments and shareholder feedback to ensure their continued effectiveness.

What
we do:

■

The NCGC continuously reviews the composition of the Board to ensure the Board has the substantial and diverse skills, experience and attributes necessary to evaluate and oversee AIG’s strategic priorities and performance

■

All directors are elected annually

■

Majority voting for directors in uncontested elections

■

All directors are independent except for our Chairman & Chief Executive Officer

■

Independent directors meet in executive sessions without management in conjunction with each regularly scheduled Board and Committee meeting

■

All Committee members are independent

■

Robust Lead Independent Director role with explicit responsibilities

■

Directors’ interests are aligned with those of our shareholders through robust share ownership requirements

■

The Board, through the NCGC, conducts annual evaluations of the Board, the Lead Independent Director and other individual directors, and all Committees conduct annual self-evaluations

■

All directors may contribute to the agenda for Board meetings

■

Committees are organized around key strategic issues and designed to facilitate dialogue and efficiency

■

The Board, with support from the Committees, oversees key matters, including robust management succession planning; DEI; sustainability (including climate-related issues), corporate social responsibility, lobbying and public policy matters; risk management; and cybersecurity

■

Extensive shareholder engagement program, which includes independent director participation

■

Shareholders have proxy access rights

■

25% of shareholders can call a special meeting

■

Shareholders have equal voting rights per share

■

Shareholders can act by written consent

■

Shareholders hold an annual advisory vote on executive compensation

What we don’t do:

■

The Board will not renominate any director who attends less than 75% of regular Board and applicable Committee meetings

■

Directors generally may not stand for election after reaching age 75

■

The Board generally will not appoint a Committee Chair to serve for longer than a five-year term

■

AIG’s Certificate of Incorporation and By-laws do not include supermajority voting requirements

■

AIG’s Certificate of Incorporation and By-laws do not include a minimum holding period or share ownership level when determining whether the special meeting threshold has been reached

■

Directors are subject to limitations on board service at other public companies

■

Directors’ equity awards do not vest until they retire from the Board

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Corporate GovernanceBoard Leadership Structure

Board Leadership Structure

The Board does not have a policy about whether the roles of Board Chair and Chief Executive Officer should be separate or combined. Rather, under AIG’s Corporate Governance Guidelines, the Board has flexibility to select the leadership structure that it believes will provide the most effective leadership and oversight for the company at any given time. The Board regularly reviews its leadership structure and considers many factors, including the specific needs of AIG and its businesses, corporate governance best practices, shareholder feedback and succession planning.

■

Flexible leadership structure reviewed regularly

■

Strong Lead Independent Director role ensures independent oversight

On December 31, 2021, Mr. Duperreault retired as Executive Chair and began a one-year term as a non-executive employee of AIG, representing the final step in AIG’s thoughtful, well-coordinated Chief Executive Officer succession plan announced in late 2020. The members of the Board wish to express their gratitude to Mr. Duperreault for his leadership since joining AIG in 2017. Effective January 1, 2022, following significant deliberation, the Board determined that the interests of AIG and our shareholders would be best served by combining the Chair and Chief Executive Officer roles under Mr. Zaffino, with Mr. Steenland serving as Lead Independent Director.

Lead Independent Director Role

In his role as Lead Independent Director, Mr. Steenland has explicit responsibilities that are delineated in our Corporate Governance Guidelines, including:

■

Providing advice, guidance and assistance to the Chairman, as requested

■

Calling, setting the agenda for and chairing periodic executive sessions and meetings of the independent directors

■

Consulting on and approving, in consultation with the Chairman, the agendas for and the scheduling of meetings of the Board

■

Chairing meetings of the Board in the absence of the Chairman

■

Serving as a liaison between the Chairman and the independent directors

■

Reviewing and approving, in consultation with the Chairman, the quality, quantity, appropriateness and timeliness of information provided to the Board

■

Communicating with shareholders, stakeholders and government officials in consultation with the Chairman

■

Conferring regularly with the Chairman on matters of importance that may require action or oversight by the Board

Combined Role of Chairman and Chief Executive Officer Held by Peter Zaffino

Effective January 1, 2022, the Board appointed Mr. Zaffino, our Chief Executive Officer, to the additional role of Chairman.

The Board considered several factors in reaching this decision, including the following:

■

Combining the roles of Chairman and Chief Executive Officer promotes decisive, unified leadership as we execute on our strategic priorities

■

Mr. Zaffino led AIG’s turnaround since he joined the company in 2017

■

Mr. Zaffino has deep insurance industry expertise and is highly respected by AIG’s various stakeholders

■

The Board has maintained a robust role for the Lead Independent Director with explicit responsibilities that are delineated in our Corporate Governance Guidelines

Board Effectiveness

Attendance at Board and Committee Meetings

The Board considers director attendance at Board and Committee meetings an essential duty of a director. As a result, AIG’s Corporate Governance Guidelines provide that any director who, for two consecutive calendar years, attends fewer than 75 percent of the total regular meetings of the Board and the meetings of all Committees of which such director is a voting member, will not be nominated for re-election at the annual meeting in the next succeeding calendar year, absent special circumstances that may be taken into account by the Board and the NCGC in making its recommendations to the Board.

The independent directors meet in executive session, without management present, in conjunction with each regularly scheduled Board and Committee meeting. The Lead Independent Director and the Committee Chairs presided at the executive sessions for the Board and Committee meetings, respectively.

■

12 Board meetings and 26 Committee meetings during 2021

■

Executive sessions at all regularly scheduled Board and Committee meetings

■

All directors attended more than 75% of Board and applicable Committee meetings during 2021

Under AIG’s Corporate Governance Guidelines, all directors are generally expected to attend the Annual Meeting. All directors who stood for election at the 2021 Annual Meeting participated in that meeting.

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Corporate GovernanceBoard Leadership Structure

Director Service on Other Boards

AIG values the experience directors bring from other public company boards on which they serve but recognizes that those boards also present significant demands on a director’s time and availability and may present other conflicts. Accordingly, under our Corporate Governance Guidelines, directors must obtain prior consent from the Chair of the NCGC and the Chairman & Chief Executive Officer before accepting membership on any other board. It is also our policy that our Chief Executive Officer should not serve on the board of more than one public company (other than AIG or a company in which AIG has a significant equity interest). In addition, absent special circumstances, the Board generally considers it desirable for: (1) other directors not to serve on the boards of more than three public companies (other than AIG or a company in which AIG has a significant equity interest) that require substantial time commitments; (2) other directors who are executive officers of another public company not to serve on the boards of more than one public company (other than AIG and the public company for which he/she serves as an executive officer); and (3) members of AIG’s Audit Committee not to serve on more than two other public company board audit committees. All of our director nominees currently meet these guidelines.

Director Orientation

All new directors participate in a comprehensive director orientation program. This program includes one-on-one meetings with key members of management and fellow directors, as well as extensive written materials to help familiarize the new director with AIG’s business, industry, strategic priorities, culture, policies and practices. New directors are also paired with an existing director to help integrate them during their first year on the Board. Further, new directors are encouraged to attend the meetings of all Committees, including those on which they do not sit, during their first year on the Board.

Director and Board Accountability and Evaluations

The Board believes that self-evaluations of the Board, the Committees and individual directors are important elements of corporate governance and essential to ensure a well-functioning Board. Under AIG’s Corporate Governance Guidelines, the Board, acting through the NCGC and under the general oversight of the Lead Independent Director, conducts an annual self-evaluation and an evaluation of each director. Throughout the year, each Committee also conducts its own annual self-evaluation.

Board Questionnaire

Anonymous written questionnaire distributed to directors solicits responses in four key areas:

■

Board performance

■

Lead Independent Director performance

■

Committee performance

■

Peer director performance

Individual Director Interviews

The Lead Independent Director and/or the Chair of the Nominating and Corporate Governance Committee conduct individual meetings with the directors to solicit additional feedback

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RESULT: Feedback Incorporated

Actions taken in response to feedback from past Board evaluations include:

■

Streamlined meeting materials to allow the Board to focus on key areas of oversight

■

Dissolved the Technology Committee and moved cyber risk oversight to the full Board

■

Engaged in significant Board succession planning and refreshment actions

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Corporate GovernanceAreas of Board Oversight

Areas of Board Oversight

The Board fulfills its oversight role with respect to AIG’s strategic priorities through year-round discussions and presentations covering company-wide and business unit-specific updates. The Board also oversees other key areas, including management succession planning, human capital management (including DEI), sustainability (including climate-related issues), corporate social responsibility, government affairs, risk management and cybersecurity.

Board Oversight of Management Succession Planning

The Board recognizes the importance of management succession planning. To this end, under our Corporate Governance Guidelines and the CMRC’s charter, our Chief Executive Officer presents, at least annually, to the CMRC a management succession plan, the principal components of which are:

■

A proposed plan for Chief Executive Officer succession, both in an emergency situation and in the ordinary course of business

■

A plan for management succession for other senior management roles

The CMRC then consults with the chair of the NCGC regarding Chief Executive Officer succession and reports to the Board, which, in turn, considers the plan and any recommendations by the CMRC.

Under the Board and CMRC’s oversight, AIG successfully executed on a thoughtful, well-coordinated Chief Executive Officer succession plan with Mr. Zaffino becoming our Chief Executive Officer on March 1, 2021. This succession plan culminated in Mr. Zaffino taking on the additional role of Chairman on January 1, 2022. For additional details on Mr. Zaffino assuming the role of Chairman, see “—Board Leadership Structure—Combined Role of Chairman and Chief Executive Officer Held by Peter Zaffino.”

Board Oversight of ESG Matters

AIG’s Sustainability Priorities

■

Community resilience

■

Financial security

■

Sustainable operations

■

Sustainable investing

As a global insurer, AIG is in the business of helping clients manage complex risk, which puts us in a prime position to promote sustainable actions, including how we support our employees, the protection and peace of mind we offer our clients and how we give back to the communities where we do business.

AIG considers abiding by and upholding ESG principles as a part of our strategic priority to become a top performing company and promote value creation; to help protect businesses, families and individuals against the impacts of unexpected losses; to advance the craft and discipline of reducing uncertainty in the world; and to further establish our leadership in insurance, investments and business. AIG’s four sustainability priorities (community resilience, financial security, sustainable operations and sustainable investing) align with our core strategic priorities and focus on future proofing communities.

In developing AIG’s inaugural 2020 ESG Report, we identified ESG topics that are relevant to our industry and global business based on research across key internal and external stakeholders. Through this assessment, we prioritized several material ESG themes with particular emphasis on climate and human capital management. As we identify emerging ESG issues, trends, risks and opportunities, AIG will continue to engage with its stakeholders to ensure we address the most strategic and impactful topics to our business and communities. AIG will be releasing its 2021 ESG Report later this year.

To further demonstrate AIG’s commitment to ESG, in 2022 we created a new executive leadership role, Executive Vice President, Global Head of Strategy and ESG, to focus on proactively identifying strategic opportunities to deliver growth and enhance our strategy to bring about sustainable, positive change in our communities. The Chief Sustainability Officer reports to this new executive.

The NCGC oversees and reports to the Board as necessary with respect to sustainability (including climate-related issues), corporate social responsibility and lobbying and public policy matters. AIG’s Executive Vice President, Global Head of Strategy and ESG, together with the Chief Sustainability Officer, are responsible for leading the development and implementation of AIG’s company-wide sustainability strategy and provide regular updates to the NCGC.

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Corporate GovernanceAreas of Board Oversight

To drive integration and advancement of sustainability initiatives across the company, cross-functional teams and working groups have been established, consisting of representatives from the sustainability office and every major business unit and functional area. The sustainability office is responsible for driving cooperation and alignment among these working groups.

ESG Investments Task Force +

Aligns efforts across all investment functions by sharing education, research and data, as well as creating working principles and assessing ESG factors

Net Zero Working Group +

Aligns efforts across global operations to develop a net zero emissions roadmap

Sustainability Integration Team +

Drives sustainability initiatives within various businesses and corporate functions, as well as influences and mobilizes the execution of AIG’s sustainability strategy across the organization

International Sustainability Working Group +

Supports regions outside the U.S. to advance sustainability initiatives and address sustainability requirements

Employee Sustainability Network+

Provides an opportunity for employees to get involved in sustainability initiatives on a more local, grassroots level, while also helping advance AIG’s sustainability agenda

	Our Commitment to Net Zero Greenhouse Gas (GHG) Emissions Across our Underwriting and Investment Portfolios by 2050, or Sooner, and Related Actions
	We announced the following commitments in March 2022: ■ Committed to reach Net Zero GHG emissions across our underwriting and investments portfolios by 2050, or sooner ■ Reaffirmed our prior operational Net Zero commitment by 2050, or sooner ■ Committed to 100 percent renewable energy for AIG’s operations by 2030, or sooner ■ Committed to using science-based emissions reduction targets, aligning with the latest climate science to meet the goals of the Paris Agreement ■ With immediate effect, committed to no longer invest in or provide insurance for construction of any new coal-fired power plants, thermal coal mines or oil sands			■ With immediate effect, committed to no longer invest in or underwrite new operation insurance risks of coal-fired power plants, thermal coal mines or oil sands for those clients that derive 30 percent or more of their revenues from these industries, or generate more than 30 percent of their energy production from coal ■ Committed to phasing out the underwriting of all existing operation insurance risks and ceasing new investments in those clients that derive 30 percent or more of their revenues from coal-fired power, thermal coal mines or oil sands, or generate more than 30 percent of their energy production from coal by January 1, 2030, or sooner ■ With immediate effect, committed to not investing in or providing insurance cover for any new Arctic energy exploration activities

		Other Recent Sustainability Milestones
		■ Published AIG’s inaugural ESG Report, which aligned with global standards and frameworks, including the Sustainability Accounting Standards Board, the Global Reporting Initiative, the Taskforce for Climate-related Financial Disclosures and the UN Sustainable Development Goals ■ Created a new leadership role, Executive Vice President, Global Head of Strategy & ESG, reporting to our Chairman & Chief Executive Officer, to further demonstrate our commitment to ESG			■ Participated in the UN Global Compact—Accenture Annual CEO Study on Sustainability ■ Joined the Sustainable Markets Initiative’s Insurance Task Force, which was formed to accelerate the pace of industry transitions towards a more resilient and sustainable future ■ Showcased our “community resilience and energy transition” partnership at the UN’s Industrial Development Organization’s annual Bridge to Cities event and at the COP26 conference in Glasgow

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Corporate GovernanceAreas of Board Oversight

Additional Information Available in AIG’s 2020 ESG Report

For more information on how AIG identifies and addresses material ESG topics, please see AIG’s 2020 ESG Report. This report showcases various ESG efforts across the company and how we see them as strategically important building blocks to support a cleaner and healthier environment, to uphold our commitment to corporate social responsibility and to make these efforts accountable, scalable and repeatable. AIG will be releasing its 2021 ESG Report later this year.

Board Oversight of Human Capital Management

AIG and our Board believe that our people are our greatest strength. To this end, we place the highest importance on human capital management; namely, attracting, developing and retaining high caliber talent committed to our journey to becoming a top performing company and fostering an inclusive environment in which we actively seek and embrace diverse thinking. The CMRC oversees AIG’s initiatives and progress on various human capital management efforts, and management regularly reports to the CMRC on our various human capital management initiatives and metrics, including DEI.

We believe that we foster a constructive and healthy work environment for our colleagues. Some examples of key programs and initiatives that are designed to attract, develop and retain our diverse workforce include:

Competitive Compensation and Benefits

Under the oversight of the CMRC, AIG seeks to align the compensation of our employees with individual and company performance and provide the appropriate market-competitive incentives to attract, retain and motivate employees to achieve outstanding results

■

Market competitiveness of our incentive programs informed by third-party compensation consultants and advisors

■

Performance-driven compensation structure that consists of base salary and, for eligible employees, short- and long-term incentive awards

■

Subsidized health care plans, life insurance and disability

■

Wellness and mental health benefits

■

Matching 401(k) contributions and matching charitable donations for eligible employees

Health and Safety

AIG prioritizes the health and safety of our employees, which was apparent in our response to the COVID-19 crisis

■

Over 90 percent of our employees quickly and effectively transitioned to remote work during 2020

■

Cross-functional COVID-19 Task Force created to help AIG implement best practices to protect the safety of colleagues while continuing to serve clients, distribution partners and other stakeholders

■

Vaccine and mask mandates, social distancing and office capacity limits

■

Strict quarantine and contact tracing protocols in place in the event a positive case occurs

■

Employee Assistance Program provides employees with mental health resources, including counseling sessions and webinars

■

Compassionate Colleagues Fund has helped more than 700 employees overcome serious financial hardships and disasters

Career Development

AIG believes that professional development is a positive investment in our talent and is committed to offering a multitude of learning and development opportunities for our colleagues

■

Centralized destination where colleagues can access a personalized learning platform that includes a variety of programs to support growth

■

Core, globally consistent learning curriculum that focuses on key skills that are important to our business and sets up colleagues for success in their careers

■

Tuition and certification and training reimbursement programs to encourage employees to enhance their education, skills and knowledge for their continued growth

■

Annual review of talent development and succession plans for each of our functions and operating segments, to identify and develop a pipeline of diverse talent for positions at all levels of the organization

■

In 2021, we developed a globally consistent streamlined process to encourage robust discussions around succession pipelines and development of critical talent

■

In 2021, 28% of our open positions were filled with internal talent

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Corporate GovernanceAreas of Board Oversight

Diversity, Equity and Inclusion

AIG is committed to creating an inclusive workplace focused on attracting, retaining and developing diverse talent that fosters a culture of belonging for all employees

■

DEI objective embedded into each executive officer’s individual performance goals tied to their annual short-term incentive awards

■

Executive Diversity Council tasked with ensuring that DEI initiatives are an integral part of AIG’s business strategy

■

Published our consolidated 2019 and 2020 EEO-1 reports on our website in August 2021 to promote transparency about our progress in increasing the diversity of our workforce

■

Chief Diversity Officer coordinates AIG’s efforts in making meaningful strides as it relates to DEI

■

Three leadership programs targeted at our diverse talent pool

—

Women’s Executive Leadership Initiative and the Men’s Executive Development Initiative (for men of color), which seek to hone executive leadership skills of high-potential employees

—

Accelerated Leadership Development program, which matches mid-level men and women of color in AIG’s leadership pipeline with senior executive mentors and coaches them on essential senior management and executive leadership skills

■

Training programs about conscious inclusion, unconscious bias and systemic racism and harassment awareness

Employee Engagement

AIG is committed to an engaged workplace and periodically undertakes cultural and employee engagement surveys to improve our employee experience and assess the health of our organization

■

Organizational Health Index surveys conducted in 2019 and 2021

—

2021 survey showed significant improvement across AIG with higher scores in many categories compared to 2019 survey

—

Many colleagues expressed appreciation for our effective transition to remote work and AIG’s colleague-first approach that prioritized health and wellness

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Corporate GovernanceAreas of Board Oversight

Board Oversight of Risk Management

	The Board oversees the management of risk, including those related to market conditions, reserves, catastrophes, investments, liquidity, capital, climate and cybersecurity, through the complementary functioning of the Risk and Capital Committee and the Audit Committee and by interacting and coordinating with other Committees

	The Audit Committee and the Risk and Capital Committee both report to the Board on relevant risk management issues

	The chairs of the Audit and Risk and Capital Committees coordinate with each other and the Chairs of the other Committees to ensure that each Committee has received the information that it needs to carry out its responsibilities for risk management

	Committee Risk Oversight Responsibilities
	Audit Committee			■ Evaluates and oversees the guidelines and policies governing AIG’s risk assessment and management processes relating to financial reporting as well as the risk control framework
	Risk and Capital Committee			■ Assists the Board in overseeing and reviewing information regarding AIG’s Enterprise Risk Management (ERM) practices, including the significant policies, procedures, and practices employed to manage liquidity, credit, market, operational and insurance risks ■ Assists the Board in overseeing and reviewing climate-related risks
	Compensation and Management Resources Committee			■ Oversees the assessment of the risks related to AIG’s compensation policies and programs ■ Responsible, along with AIG’s Chief Risk Officer, for reviewing the relationship between AIG’s risk management policies and practices and the incentive compensation arrangements applicable to senior executives
	Nominating and Corporate Governance Committee			■ Oversees and reports to the Board on ESG matters, including climate-related issues facing the company

Cybersecurity

The Board reviews AIG’s cybersecurity risks, policies, controls practices and ongoing efforts to improve security, including to:

■

Identify and assess internal and external cybersecurity risks

■

Protect from cyberattacks, unauthorized access or other malicious acts and risks

■

Detect, respond to, mitigate negative effects from and recover from cybersecurity attacks

■

Fulfill applicable regulatory reporting and disclosure obligations related to cybersecurity risks, costs and incidents

■

Compare our cybersecurity controls and practices to industry controls and practices

At least two times per year, AIG’s Chief Information Security Officer meets with the Board to report on AIG’s internal and external cybersecurity risks, our actions and responses and related information. Management also timely briefs the Board on policy and regulatory cybersecurity matters.

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Corporate GovernanceBoard Committees

Board Committees

AIG’s Board has organized its Committees around key strategic issues. Committee Chairs regularly coordinate with one another to provide for appropriate information sharing. To further facilitate information sharing, all Committees provide a summary of significant actions at regular meetings of the Board. As required under AIG’s Corporate Governance Guidelines, each Committee conducts an annual self-assessment and review of its charter. Additionally, under AIG’s Corporate Governance Guidelines, the Board believes that Committee Chairs generally should serve for a term no less than three consecutive years and no longer than five years.

The following table sets forth the current membership and the number of meetings held in 2021 for each Committee. Mr. Steenland serves as an ex-officio, non-voting member of each Committee. Mr. Zaffino does not serve on any of the Committees. Mr. Rice joined our Board in March 2022 and thus did not attend any Board or Committee meetings during 2021. Messrs. Fitzpatrick and Lynch and Ms. Schioldager will be retiring from our Board at the Annual Meeting. The Board will review and re-assign committee memberships and Chair positions following the election of directors by our Shareholders at the Annual Meeting.

Director

Audit Committee

Compensation and
Management
Resources Committee

Nominating and
Corporate Governance
Committee

Risk and Capital
Committee

James Cole, Jr.

W. Don Cornwell

John H. Fitzpatrick

William G. Jurgensen

Christopher S. Lynch

Linda A. Mills

Thomas F. Motamed

Peter R. Porrino

John G. Rice(1)

Amy L. Schioldager

Douglas M. Steenland

Therese M. Vaughan

Number of meetings in 2021

Chair

Committee Member

Mr. Steenland, as Lead Independent Director, is an ex-officio, non-voting member.

(1)

No determinations as to Mr. Rice’s Committee appointments have been made at this time.

The Board, based on the recommendation of the NCGC, dissolved the Technology Committee on May 12, 2021. The Technology Committee held one meeting in 2021 prior to its dissolution. Upon the dissolution of the Technology Committee, the full Board absorbed the Technology Committee’s duties and responsibilities, including reviewing AIG’s cybersecurity risks, policies, controls and procedures and overseeing AIG’s technology strategy. The Board believes that all directors should be responsible for oversight of these matters given the increasing importance of cybersecurity to our risk profile as well as the significant role our technology strategy plays in our strategic priorities, such as AIG 200. Both our Chief Information Officer and our Chief Information Security Officer regularly report to the full Board.

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Corporate GovernanceBoard Committees

Audit Committee

MEMBERS

Peter R. Porrino, Chair
James Cole, Jr.
W. Don Cornwell
John H. Fitzpatrick
Linda A. Mills
Amy L. Schioldager

MEETINGS HELD IN 2021

INDEPENDENCE

The Board has determined, on
the recommendation of the NCGC, that all members of the Audit Committee are independent under both NYSE listing standards and the applicable Securities and Exchange Commission (SEC) rules.

PRIMARY RESPONSIBILITIES

■

Assists the Board in its oversight of AIG’s financial statements, including internal control over financial reporting

■

Reviews and discusses with senior management the guidelines and policies by which AIG assesses and manages risk

■

Coordinates with the Chair of the Risk and Capital Committee to help each Committee receive the information it needs to carry out its responsibilities with respect to oversight of risk assessment and risk management

■

Assists the Board in its oversight of the qualifications, independence and performance of AIG’s independent registered public accounting firm, including responsibility for the appointment, compensation, retention and oversight of the work of the firm

■

Assists the Board in its oversight of the performance of AIG’s internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, AIG’s chief internal auditor

■

Assists the Board in its oversight of AIG’s compliance with legal and regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on AIG’s business, financial statements or compliance policies, AIG’s relations with regulators and governmental agencies, and any material reports or inquiries from regulators and government agencies

■

Approves regular, periodic cash dividends on AIG common stock and preferred stock consistent with Board-approved dividend policies and with support from the Risk and Capital Committee to confirm the adequacy of AIG’s capital and liquidity

■

Reviews and discusses any significant topics raised at the audit committee meetings of AIG’s material foreign subsidiaries

FINANCIAL LITERACY

The Board has determined, on the recommendation of the NCGC, that all members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as defined by NYSE listing standards.

FINANCIAL EXPERTS

The Board has determined, on the recommendation of the NCGC, that Messrs. Cornwell, Fitzpatrick, Porrino and Steenland (as an ex-officio member) are “audit committee financial experts,” as defined under SEC rules.

Although designated as “audit committee financial experts,” no member of the Audit Committee is an accountant for AIG or, under SEC rules, an “expert” for purposes of the liability provisions of the Securities Act of 1933, as amended (the Securities Act), or for any other purpose.

AIG 2022 PROXY STATEMENT 27

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Corporate GovernanceBoard Committees

Compensation and Management Resources
Committee

MEMBERS

Linda A. Mills, Chair
William G. Jurgensen
Thomas F. Motamed
Therese M. Vaughan

MEETINGS HELD IN 2021

INDEPENDENCE

The Board has determined, on
the recommendation of the NCGC, that all members of the CMRC are independent under both NYSE listing standards and applicable SEC rules.

PRIMARY RESPONSIBILITIES

■

Oversees AIG’s compensation programs generally and makes recommendations to the Board regarding AIG’s general compensation philosophy

■

Reviews and approves incentive award performance metrics and goals relevant to the compensation of AIG’s Chief Executive Officer, evaluates the Chief Executive Officer’s performance and determines and approves the compensation awarded to the Chief Executive Officer (subject to ratification or approval by the Board)

■

Reviews and approves the incentive award performance metrics relevant to the compensation of the other senior executives under its purview (which includes all of the named executives listed in the 2021 Summary Compensation Table) and, based on the recommendation of the Chief Executive Officer, approves the compensation of each such senior executive

■

Reviews reports about the compensation of other key corporate officers of AIG, as the CMRC deems appropriate

■

Oversees and reports to the Board, at least annually, on AIG’s management development and succession planning programs for the Chief Executive Officer and, in consultation with the Chief Executive Officer, his direct reports and consults with the Chair of the NCGC with respect to Chief Executive Officer succession planning

■

Prepares any report required to be prepared by the CMRC for inclusion in AIG’s annual Proxy Statement or Annual Report on Form 10-K, as applicable, and reviews and recommends related compensation disclosures to the Board

■

Oversees the assessment of the risks related to AIG’s compensation policies and programs

■

Reviews periodic updates from management on initiatives and progress in the area of human capital, including DEI and employee engagement surveys

■

Engages the services of an independent compensation consultant to advise on executive compensation matters

The foregoing responsibilities may be delegated to subcommittees or the Chair of the CMRC.

COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During his or her service on the CMRC, no member served as an officer or employee of AIG at any time or had any relationship with AIG requiring disclosure as a related person transaction under SEC rules. During 2021, none of AIG’s executive officers served as a director of another entity, one of whose executive officers served on the CMRC; and none of AIG’s executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of AIG’s Board or on the CMRC.

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Corporate GovernanceBoard Committees

NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE

[MISSING IMAGE: ph_christopherlynch-bw.jpg]

MEMBERS

Christopher S. Lynch, Chair
James Cole, Jr.
W. Don Cornwell
Amy L. Schioldager

MEETINGS HELD IN 2021

INDEPENDENCE

The Board has determined that all members of the NCGC are independent under NYSE listing standards and applicable SEC rules.

PRIMARY RESPONSIBILITIES

■

Identifies individuals qualified to become Board members, consistent with criteria approved by the Board, and recommends these individuals to the Board for nomination, election or appointment as members of the Board and Committees

■

Considers board refreshment in light of various factors, including potential director departures, the Board’s mix and interplay of skills, experience and attributes, including diversity, and individual director performance

■

Oversees the evaluation of the Board, Committees and Lead Independent Director

■

Periodically reviews and makes recommendations to the Board regarding the form and amount of independent director compensation

■

Chair of the NCGC consults with the Chair of the CMRC and reports to the NCGC with respect to succession planning for the Chief Executive Officer

■

Reviews and reports to the Board with respect to (1) AIG’s position, policies, practices and reporting with respect to sustainability; (2) current and emerging corporate social responsibility issues of significance to AIG, including the manner in which AIG conducts its public policies, social and environmental practices, climate-related activities, government relations activities, and other issues; (3) public policy issues of significance to AIG; and (4) AIG’s relationships with public interest groups, legislatures, government agencies and the media, as well as AIG stakeholders, and how those constituencies view AIG as those relationships relate to issues of public policy and social responsibility

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Corporate GovernanceBoard Committees

RISK AND CAPITAL COMMITTEE

[MISSING IMAGE: ph_williamgjurgensen-bw.jpg]

MEMBERS

William G. Jurgensen, Chair
John H. Fitzpatrick
Christopher S. Lynch
Thomas F. Motamed
Peter R. Porrino
Therese M. Vaughan

MEETINGS HELD IN 2021

INDEPENDENCE

The Board has determined, on
the recommendation of the NCGC, that all members of the Risk and Capital Committee are independent under NYSE listing standards and applicable SEC rules.

PRIMARY RESPONSIBILITIES

■

Assists the Board in overseeing and reviewing information regarding AIG’s ERM practices, including the significant policies, procedures, and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk

■

Provides strategic guidance to management as to AIG’s capital structure, the allocation of capital to its businesses, methods of financing its businesses and other related strategic initiatives

■

Reviews and makes recommendations to the Board with respect to AIG’s financial and investment policies

■

Approves issuances, investments, dispositions and other transactions and matters as authorized by the Board

■

Advises the Audit Committee with respect to AIG’s capital and liquidity position to support the Audit Committee’s approval of regular, periodic cash dividends on AIG common and preferred stock

■

Coordinates with the Chairs of the CMRC and the Audit Committee to help each Committee receive the information it needs to carry out its responsibilities with respect to risk assessment and risk management

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Corporate GovernanceCompensation of Directors

Compensation of Directors

Highlights of our Director
Compensation
Program

■

No fees for Board meeting attendance

■

Emphasis on equity, aligning director interests with shareholders

■

Formulaic annual equity grants to support independence

■

Benchmarking against peers with advice from independent compensation consultant

■

No compensation is payable to non-independent directors for their service as directors

■

Robust director stock ownership guidelines

We use a combination of cash and deferred stock-based awards to attract and retain qualified candidates to serve as independent directors on our Board. In setting director compensation, the NCGC considers the significant amount of time that members of the Board spend in fulfilling their duties to AIG, as well as the diverse and complementary skills, experience and attributes of our directors. The following table describes the compensation structure for AIG’s independent directors in 2021.

2021 Compensation Structure for Independent Directors

Base Annual Retainer	($)
Cash Retainer		125,000
Deferred Stock Units (DSUs) Award(1)		185,000
Annual Lead Independent Director Cash Retainer		260,000
Annual Committee Chair Cash Retainers
Audit Committee		40,000
Risk and Capital Committee		40,000
Compensation and Management Resources Committee		30,000
Nominating and Corporate Governance Committee		20,000

(1)

DSUs granted in January 2021 and April 2021 were granted under the AIG 2013 Omnibus Plan (2013 Plan) and DSUs granted beginning in May 2021 were granted under the AIG 2021 Omnibus Plan (2021 Plan).

In May 2021, the NCGC completed a review of the AIG independent director compensation program. Frederic W. Cook & Co. (FW Cook), the company’s independent compensation consultant at that time, advised the NCGC and provided market data and benchmarking against the same compensation peer group AIG uses for its executive compensation program. For more information on the compensation peer group, see “Compensation Discussion and Analysis—Compensation Design—Use of Market Data.” As a result of this review, the NCGC increased the annual DSU award from $170,000 to $185,000 beginning with the 2021 award. The NCGC made no other changes to the independent director compensation program. Both the cash and equity components of independent director compensation remain subject to the shareholder-approved limits established in the 2021 Plan, which provides that the aggregate value of any such awards granted to any one director in respect of a particular calendar year may not exceed $900,000, based on the fair market value of stock-based awards and the value of cash awards, in each case determined on the date of grant.

The annual cash retainer of $125,000, as well as any cash retainers due for service as Lead Independent Director or a Committee Chair, are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. The annual grant of $185,000 in the form of DSUs is made for prospective service and granted at the time of AIG’s Annual Meeting for the upcoming one-year term. Unless an independent director has elected to defer his or her DSUs (discussed below), the DSUs vest on the last trading day of the month in which the independent director’s service on the Board ends and are settled in shares of AIG common stock on a one-for-one basis. Each DSU includes dividend equivalent rights that entitle the independent director to a quarterly payment, in the form of additional DSUs, equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG common stock underlying the DSUs had been outstanding at that time.

Independent directors are also eligible for the AIG Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 per director annually (the same terms and conditions that apply to AIG employees).

Annually (or upon initial appointment to the Board), independent directors may elect to receive their base annual, Lead Independent Director and Committee Chair cash retainer amounts, as applicable, in the form of DSUs. The number of DSUs granted is based on the closing sale price of AIG common stock on the date the cash retainer would otherwise be payable.

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Corporate GovernanceCompensation of Directors

In addition, annually (or upon initial appointment to the Board), independent directors may elect to defer the vesting date of 100 percent of their DSUs to be granted in the following year (or, in the case of newly appointed directors, in the remainder of the year of appointment). Finally, no less than 12 months prior to retirement, retiring directors may make an election to defer the vesting date of 100 percent of their DSUs (including DSUs which have not previously been deferred pursuant to an annual election and/or DSUs for which a previous deferral election applies).

Under AIG’s director stock ownership guidelines, independent directors are required to retain any shares of AIG common stock received as a result of the exercise, vesting or settlement of any stock option or DSU granted by AIG until such time as they own shares of AIG common stock (including deferred stock and DSUs) with a value equal to at least five times the base annual retainer for independent directors.

AIG’s Insider Trading Policy prohibits directors from engaging in hedging transactions with respect to any AIG securities, including by trading in any derivative security relating to AIG’s securities. In particular, other than pursuant to an AIG compensation or benefit plan or dividend distribution, directors may not acquire, write or otherwise enter into an instrument that has a value determined by reference to AIG securities, whether or not the instrument is issued by AIG. Examples include put and call options, forward contracts, collars and equity swaps relating to AIG securities. In addition, AIG’s Insider Trading Policy prohibits directors from pledging AIG securities and none of AIG’s directors have pledged any AIG securities.

The following table contains information with respect to the compensation of the individuals who served as independent directors of AIG for all or part of 2021. Messrs. Duperreault and Zaffino, who were not independent directors, were not eligible to receive any compensation for their service as directors in 2021. Mr. Zaffino is not eligible to receive any compensation for his service as director in 2022.

2021 Independent Director Compensation

Independent Directors During 2021	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
James Cole, Jr.		$	99,653		$	184,995		$	0		$	284,648
W. Don Cornwell		$	135,962		$	184,995		$	22,000		$	342,957
John H. Fitzpatrick		$	125,000		$	184,995		$	0		$	309,995
William G. Jurgensen		$	165,000		$	184,995		$	10,000		$	359,995
Christopher S. Lynch		$	145,000		$	184,995		$	125,000		$	454,995
Henry S. Miller		$	45,673		$	184,995		$	22,000		$	252,668
Linda A. Mills		$	151,347		$	184,995		$	10,000		$	346,342
Thomas F. Motamed		$	125,000		$	184,995		$	10,000		$	319,995
Peter R. Porrino		$	165,000		$	184,995		$	10,000		$	359,995
Amy L. Schioldager		$	125,000		$	184,995		$	147,000		$	456,995
Douglas M. Steenland		$	385,000		$	184,995		$	0		$	569,995
Therese M. Vaughan		$	125,000		$	184,995		$	2,020		$	312,015

(1)

This column represents annual retainer fees, Lead Independent Director retainer fees and Committee Chair retainer fees. For Mr. Cole, the amount includes a prorated Board retainer fee for his service as a director upon appointment to the Board of Directors, effective March 15, 2021. For Mr. Cornwell, the amount includes a prorated Committee Chair retainer fee for his service as Chair of the CMRC until the date of the 2021 Annual Meeting. For Mr. Miller, the amount includes a prorated Board retainer fee for his service as director until the date of the 2021 Annual Meeting. For Ms. Mills, the amount includes (i) a prorated Committee Chair retainer fee for her service as Chair of the CMRC, effective upon her appointment to such position on May 12, 2021; and (ii) a prorated Committee Chair retainer fee for her service as Chair of the Technology Committee until the dissolution of the Committee, effective May 12, 2021.

(2)

This column represents the grant date fair value of DSUs granted in 2021 to independent directors determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, based on the closing sale price of AIG common stock on the date of grant.

(3)

This amount includes charitable contributions disbursed by AIG during 2021 under AIG’s Matching Grants Program, through which AIG provides a two-for-one match on charitable donations in an amount of up to $10,000 annually per independent director. For Messrs. Cornwell and Miller and Ms. Schioldager, the amounts disbursed by AIG during 2021 under the program exceeded $20,000 as some of the amounts related to contributions made by such director during program year 2020, during which program year, the maximum amount of AIG’s charitable donation match was increased to $12,000 per director or employee. For Mr. Lynch and Ms. Schioldager, the amount also includes a $125,000 cash retainer fee paid to each of them for their service, commencing November 2, 2021, as directors of Corebridge Financial, the holding company for our Life and Retirement business, which is working towards an initial public offering.

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Corporate GovernanceCompensation of Directors

The following table sets forth information with respect to the stock awards outstanding at December 31, 2021 for the independent directors of AIG during 2021. None of the independent directors hold option awards.

Outstanding Stock Awards at December 31, 2021

Independent Members of the Board in 2021	Deferred Stock Units(1)
James Cole, Jr.		4,316
W. Don Cornwell		35,440
John H. Fitzpatrick		34,154
William G. Jurgensen		30,235
Christopher S. Lynch		35,606
Henry S. Miller		31,867
Linda A. Mills		24,986
Thomas F. Motamed		22,446
Peter R. Porrino		23,920
Amy L. Schioldager		15,953
Douglas M. Steenland		35,606
Therese M. Vaughan		15,953

(1)

DSUs shown include DSUs awarded in 2021 and prior years, any cash retainer amounts that a director elected to receive in the form of DSUs and DSUs awarded as dividend equivalents. Receipt of shares of AIG common stock underlying DSUs is deferred until the director ceases to be a member of the Board unless the director has made an election to defer settlement to a later date, as described above. DSUs granted prior to May 15, 2013 were granted under the AIG 2010 Stock Incentive Plan (2010 Stock Incentive Plan); DSUs granted on or after May 15, 2013 and prior to May 12, 2021 were granted under the 2013 Plan; and DSUs granted on or after May 12, 2021 were granted under the 2021 Plan.

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Corporate GovernanceShareholder Engagement

Shareholder Engagement

AIG and our Board prioritizes fostering long-term relationships with our shareholders. We engage directly with our shareholders throughout the year to gather useful feedback on a wide variety of topics, including corporate governance, executive compensation, sustainability and corporate responsibility, human capital management, strategic priorities and financial performance. Shareholder feedback also informs the information we disclose to the public to help us effectively address shareholder interests and inquiries.

Year-Round Shareholder Engagement Program

AIG has developed a robust engagement program that ensures an active, year-round, open dialogue with shareholders and other stakeholders. These meetings strengthen AIG’s relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.

[MISSING IMAGE: tm222679d2-fc_annmeepn.jpg]

2021 Shareholder Engagement

During 2021, we continued our efforts to engage consistently and productively with our shareholders. Our Lead Independent Director and the Chair of our CMRC participated in some of these engagement meetings, alongside our General Counsel, Chief Human Resource Officer and Corporate Secretary, Head of Executive Compensation, Head of Investor Relations and Chief Sustainability Officer.

By the Numbers: Shareholder Engagement in 2021

[MISSING IMAGE: tm222679d1-fc_21sharpn.jpg]

These efforts are complementary to senior management’s outreach through AIG’s Investor Relations department as they regularly meet with shareholders and participate in investor conferences in the U.S. and abroad. In 2021, our Investor Relations department led over 149 meetings with over 274 equity shareholders representing approximately 55 percent of our shares outstanding. These Investor Relations-led engagements help build strong relationships and goodwill with the analyst and investor community. Some of our investor presentations are made available in the Investors—Webcasts & Presentations section of AIG’s corporate website at www.aig.com.

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Corporate GovernanceShareholder Engagement

Topics Covered During 2021 Shareholder Engagement

While our engagements with shareholders in 2021 covered a broad set of topics, shareholders were acutely focused on ESG matters. Some key messages included:

■

Positive feedback on AIG’s first consolidated ESG Report

■

Desire for updates on AIG’s plans and progress with respect to climate-related commitments

■

Strong focus on DEI disclosures, and desire for expanded diversity disclosures at the board level and across our workforce

■

Interest in understanding the Board’s decision to combine the Chairman and Chief Executive Officer roles, with many investors recognizing that the lead independent director role protects the Board’s independent oversight role

■

Continued interest in Board refreshment, with some investors suggesting we consider adding a director with experience managing an international business

We share detailed feedback from the engagement sessions with our directors and this feedback helps inform the Board’s discussions on a range of key areas. AIG and our Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation discussions and corporate responsibility initiatives.

		Actions Taken in Response to Shareholder Feedback
		■ Announced our commitment to reach Net Zero GHG emissions across our underwriting and investments portfolios by 2050, or sooner, and other related actions in February 2022 (see “—Areas of Board Oversight—Board Oversight of ESG Matters”) ■ Mr. Zaffino promoted and hired new leaders, resulting in an executive leadership team that includes four women and three people who self-identified as ethnically diverse—half of Mr. Zaffino’s executive leadership team is now diverse ■ Published our consolidated 2019 and 2020 EEO-1 reports on our website in August 2021 and committed to providing expanded diversity disclosures about our workforce in connection with our 2021 ESG Report ■ Augmented disclosures in this Proxy Statement relating to the diversity of our Board to include self-identification of LGBTQ+ status (see “Proposal 1—Election of Directors—Our Director Nominees—Director Nominee Skills, Experience and Diversity”) ■ Appointed Mr. Rice to the Board, who brings global perspective given his experience living and working abroad while serving in various leadership positions with General Electric

Although shareholders focused significantly on ESG matters, our engagement meetings in 2021 also imparted shareholders’ views regarding our executive compensation programs. For details on the executive compensation-related feedback we heard from shareholders and how we responded, see “Compensation Discussion and Analysis—Engagement with Shareholders on Executive Compensation Topics.”

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Corporate GovernanceOwnership of Certain Securities

Ownership of Certain Securities

The following table contains information regarding the only persons who, to the knowledge of AIG, beneficially own more than five percent of AIG common stock at January 31, 2022.

	Shares of Common Stock Beneficially Owned
Name and Address	Number		Percent (%)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		74,043,375(1)		9.1
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		76,999,222(2)		9.4
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		79,591,144(3)		9.8

(1)

Based on a Schedule 13G/A filed on February 3, 2022, by BlackRock, Inc. reporting beneficial ownership as of December 31, 2021. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of BlackRock, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “—Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.

(2)

Based on a Schedule 13G/A filed on February 14, 2022, by T. Rowe Price Associates, Inc. reporting beneficial ownership as of December 31, 2021. Item 4 to this Schedule 13G provides details as to the voting and investment power of T. Rowe Price Associates, Inc. as well as the right to acquire AIG common stock within 60 days. All information provided in “—Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.

(3)

Based on a Schedule 13G/A filed on February 9, 2022, by The Vanguard Group reporting beneficial ownership as of December 31, 2021. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of The Vanguard Group as well as the right to acquire AIG common stock within 60 days. All information provided in “—Ownership of Certain Securities” with respect to this entity is provided based solely on information set forth in the Schedule 13G/A. This information may not be accurate or complete, and AIG takes no responsibility therefor and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date.

From time to time, we engage in ordinary course, arm’s-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding common stock.

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Corporate GovernanceOwnership of Certain Securities

The following table summarizes the ownership of AIG common stock by (1) each of our current directors, (2) each of our current and former named executive officers included in the 2021 Summary Compensation Table in “2021 Executive Compensation—Summary Compensation Table” and (3) our current directors and executive officers as a group.

	AIG Common Stock Owned Beneficially as of January 31, 2022
	Amount and Nature of Beneficial Ownership(1)(2)		Percent (%) of Class
James Cole, Jr.		4,340		(3)
W. Don Cornwell		35,633		(3)
Douglas A. Dachille(4)		615,826		0.08
Brian Duperreault(5)		1,490,149		0.18
Lucy Fato		247,543		0.03
John H. Fitzpatrick		34,341		(3)
Kevin T. Hogan		410,352		0.05
William G. Jurgensen		65,404		0.01
Christopher S. Lynch		38,955		(3)
Mark D. Lyons		322,186		0.04
David McElroy		149,458		0.02
Linda A. Mills		25,122		(3)
Thomas F. Motamed		48,116		0.01
Peter R. Porrino		24,771		(3)
John G. Rice		63		(3)
Amy L. Schioldager		16,041		(3)
Douglas M. Steenland		40,600		(3)
Therese M. Vaughan		17,041		(3)
Peter Zaffino		863,453		0.11
All current directors and current executive officers of AIG as a group (24 individuals)		2,568,273		0.31

(1)

Amount of equity securities shown includes (i) shares of AIG common stock subject to options which may be exercised within 60 days as follows: Dachille—512,316 shares, Duperreault—1,195,150 shares, Fato—185,099 shares, Hogan—248,268, Lyons—278,099 shares, McElroy—97,608 shares, Zaffino—724,241 shares and all current directors and current executive officers of AIG as a group—1,696,989 shares; and (ii) DSUs granted to each independent director with delivery of the underlying AIG common stock deferred until such director ceases to be a member of the Board, as follows: Cole—4,340 shares, Cornwell—35,633 shares, Fitzpatrick—34,341 shares, Jurgensen—30,404 shares, Lynch—35,800 shares, Mills—25,122 shares, Motamed—23,116 shares, Porrino—24,771 shares, Schioldager—16,041 shares, Steenland—35,800 shares and Vaughan—16,041 shares.

(2)

Amount of equity securities shown excludes the following securities owned by or held in trust for members of the named individual’s immediate family as to which securities such individual has disclaimed beneficial ownership: Fitzpatrick—100 shares.

(3)

Less than .01 percent.

(4)

Mr. Dachille retired from AIG effective June 30, 2021. The amount of equity securities shown are based on his holdings confirmed to us as of such termination date, as adjusted to reflect the subsequent settlement of certain outstanding equity awards under our LTI plan.

(5)

Mr. Duperreault transitioned to a non-executive employee role, effective January 1, 2022.

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Corporate GovernanceDelinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires directors, certain officers, and greater than ten percent holders of AIG common stock to file reports indicating their holdings of, and transactions in, AIG equity securities. Based solely on the review of these reports and written representations from our directors and the applicable officers, AIG believes that in 2021 all reports, except one, were timely filed with the SEC. An inadvertently late Form 4 was filed on behalf of Alessandrea Quane, our former Executive Vice President and Chief Risk Officer, that related to the purchase of 19 shares of AIG common stock on February 25, 2021, which was the day before her service as an executive officer of AIG ended.

Transactions With Related Persons

The Board of AIG has adopted a related-party transactions approval policy. Under this written policy, any transaction between AIG or any of its subsidiaries and any director or executive officer or their related persons that involves more than $120,000 and would be required to be disclosed in AIG’s Proxy Statement must be approved by the NCGC (or, in certain circumstances where it is impractical or undesirable to seek the approval of the full NCGC, by its Chair, acting on behalf of the full NCGC).

Certain types of transactions are deemed pre-approved under the policy and therefore need not be brought to the NCGC for approval, such as insurance and financial services transactions (including the purchase and sale of AIG products and services) entered into in the ordinary course of business on terms and conditions generally available in the marketplace and in accordance with applicable law. Such pre-approved transactions may still be submitted for approval by the NCGC if deemed appropriate and must be reported to the NCGC if they are subject to disclosure under SEC rules and regulations. In determining whether or not to approve a transaction with a related person, the NCGC (or its Chair, as applicable) considers all relevant information and will not approve any such transaction unless it has determined that such transaction is consistent with the best interests of AIG and its shareholders.

AIG did not have any related person transactions in 2021.

38 AIG 2022 PROXY STATEMENT

TABLE OF CONTENTS

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Each of AIG’s executive officers is elected to a one-year term and serves at the pleasure of the Board.

Age: 55 SERVED AS OFFICER SINCE 2017	Peter Zaffino Chairman & Chief Executive Officer
	CAREER HIGHLIGHTS
	AIG ■ Chairman, since 2022 ■ Chief Executive Officer, since 2021; President, 2020 to 2021 ■ Executive Vice President and Global Chief Operating Officer, 2017 to 2021 ■ Chief Executive Officer, General Insurance, 2017 to 2019	Marsh & McLennan Companies, Inc. Various senior positions, including: ■ Chairman for the Risk and Insurance Services segment, 2015 to 2017 ■ Chief Executive Officer of Marsh, LLC, 2011 to 2017 ■ President and Chief Executive Officer of Guy Carpenter, 2008 to 2011 ■ Various executive roles at Guy Carpenter, 2001 to 2008 CORE Holdings, a GE Capital portfolio company ■ Various roles, 1995 to 2001

Age: 54 SERVED AS OFFICER SINCE 2020	Shane Fitzsimons Executive Vice President and Chief Financial Officer
	CAREER HIGHLIGHTS
	AIG ■ Executive Vice President and Chief Financial Officer, since 2022 ■ Executive Vice President and Chief Administrative Officer, 2021 ■ Executive Vice President and Global Head of Shared Services, 2019 to 2021 Tata Group ■ Group Synergy Officer, 2018 to 2019	General Electric Company ■ Senior Vice President Global Projects, 2017 ■ Senior Vice President Global Operations, 2013 to 2017 ■ Chief Financial Officer, Global Growth and Operations, 2011 to 2013 ■ Vice President Corporate FP&A, 2004 to 2011 ■ Chief Financial Officer, GE Aviation Services, 2001 to 2004 ■ Various senior finance positions, 1994 to 2001 PwC, 1990 to 1994

AIG 2022 PROXY STATEMENT 39

TABLE OF CONTENTS

Our Executive Officers

Age: 55 SERVED AS OFFICER SINCE 2017	Lucy Fato Executive Vice President, General Counsel & Global Head of Communications and Government Affairs
	CAREER HIGHLIGHTS
	AIG ■ Executive Vice President and General Counsel, since 2017 ■ Global Head of Communications and Government Affairs, since 2020 ■ Interim Head of Human Resources, 2021 and 2018 to 2019 Nardello & Co. LLC ■ Managing Director, Head of the Americas and General Counsel, 2016 to 2017	McGraw Hill Financial, Inc. (now known as S&P Global) ■ Consultant, 2015 to 2016 ■ Executive Vice President & General Counsel, 2014 to 2015 Marsh & McLennan Companies, Inc. ■ Vice President, Deputy General Counsel and Corporate Secretary, 2005 to 2014 Davis Polk & Wardwell LLP ■ Partner, 2000 to 2005 ■ Associate, 1991 to 2000

Age: 55 SERVED AS OFFICER SINCE 2022	Rose Marie E. Glazer Executive Vice President, Chief Human Resource Officer and Corporate Secretary
	CAREER HIGHLIGHTS
	AIG ■ Executive Vice President, Chief Human Resource Officer and Corporate Secretary, since 2022 ■ Senior Vice President, Deputy General Counsel and Corporate Secretary, 2019 to 2021 ■ Vice President, Deputy General Counsel and Corporate Secretary, 2017 to 2019 Siemens AG ■ Senior Vice President, Secretary and General Counsel—Americas, 2012 to 2017 ■ Various senior positions, 2004 to 2012	Telvista, Inc. ■ Vice President, General Counsel & Secretary, 2001 to 2004 Allied Riser Communications Corporation ■ Vice President and Assistant General Counsel, 1999 to 2001 American Airlines ■ Attorney and Assistant Corporate Secretary, 1996 to 1999 Jones, Day, Reavis & Pogue ■ Associate, 1990 to 1996

Age: 59

SERVED AS
OFFICER SINCE

2013

Kevin T. Hogan

Executive Vice President and Chief Executive Officer, Life and Retirement

	Post-Employment Compensation					85
	Potential Payments on Termination					88
	Pay Ratio					92
	Equity Compensation Plan Information					93
	Report of the Audit Committee					94
	Proposal 3—Ratification of Selection of PricewaterhouseCoopers LLP					96
	Proposal 4—Shareholder Proposal on Special Shareholder Meetings					98
	Shareholder Proposal					98
	AIG Statement in Opposition					100
	Voting Instructions and Information					101
	Other Matters					105
	Other Matters to be Presented during the 2022 Annual Meeting of Shareholders					105
	Shareholder Proposals for the 2023 Annual Meeting					105
	Communications with the Board of Directors					105
	Corporate Governance Materials Available on our Website					106
	Electronic Delivery of Proxy Materials					106
	Important Notice Regarding Delivery of Shareholder Documents					107
	Incorporation by Reference					107
	Cautionary Statement Regarding Forward-Looking Information					108
	Non-GAAP Financial Measures					A-1

	Proxy Statement Summary					1
	Proposal 1—Election of Directors					8
	Board Composition and Refreshment					8
	Director Recruitment Process					9
	Our Director Nominees					10
	Corporate Governance					18
	Our Corporate Governance Practices					18
	Board Leadership Structure					19
	Board Effectiveness					19
	Areas of Board Oversight					21
	Board Committees					26
	Compensation of Directors					31
	Shareholder Engagement					34
	Ownership of Certain Securities					36
	Delinquent Section 16(a) Reports					38
	Transactions With Related Persons					38
	Our Executive Officers					39
	Proposal 2—Advisory Vote to Approve Executive Compensation					44
	Letter from the Compensation and Management Resources Committee					45
	Compensation Discussion and Analysis (see detailed table of contents on this page)					46
	2021 Executive Compensation					77
	Summary Compensation Table					77
	2021 Grants of Plan-Based Awards					80
	Holdings of and Vesting of Previously Awarded Equity					82