AMERICAN INTERNATIONAL GROUP INC (AIG)
Sector: Financials
2026 Annual Meeting Analysis
AMERICAN INTERNATIONAL GROUP INC · Meeting: May 13, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of the Ten Director Nominees Named in this Proxy Statement
Director since 2021 with relevant legal, governance, and public policy experience; AIG's 3-year price return of +69.4% outperforms the XLF benchmark by +8.5pp, well below the 65pp threshold required to trigger an against vote for strong positive TSR, and no overboarding, attendance, or independence concerns are noted.
Director since 2024, within the 24-month new-director exemption window, and therefore exempt from the TSR trigger; brings strong cybersecurity and technology expertise relevant to AIG's strategy, and serves on one outside public board (Huntington Bancshares), which does not trigger the overboarding threshold.
Director since 2024, within the 24-month new-director exemption window and exempt from the TSR trigger; brings deep insurance, financial services, and digital strategy experience with no overboarding or independence concerns.
Director since 2015 with extensive experience in large-scale operations and technology; AIG's 3-year return of +69.4% outperforms XLF by only +8.5pp against a 65pp trigger threshold, and she holds no other public company board seats, raising no overboarding concern.
Director since 2023 with broad public company board and business transformation experience; serves on two other public company boards (Atlanta Braves Holdings and Landstar System), which is within the allowed limit, and AIG's TSR does not breach the underperformance trigger.
Director since 2025, well within the 24-month new-director exemption and therefore exempt from the TSR trigger; brings technology and digital leadership expertise critical to AIG's strategy, and serves on one other public company board (Westinghouse Air Brake Technologies), within permitted limits.
Director since 2019 with deep insurance industry and financial expertise serving as Audit Committee Chair; AIG's 3-year TSR outperforms XLF by +8.5pp, far below the 65pp trigger threshold, and he holds no other public company board seats.
Lead Independent Director since 2022 with extensive global business leadership experience; serves on one other public company board (Baker Hughes), within permitted limits, and AIG's 3-year TSR does not breach the underperformance trigger.
Director since 2023 with strong financial executive and risk management credentials serving as Risk Committee Chair; serves on two other public company boards (Oscar Health and Booking Holdings), within the allowed limit, and AIG's TSR does not trigger the underperformance test.
Chairman and CEO since 2020 with deep insurance expertise who oversaw AIG's multi-year strategic transformation; as an executive director he is subject to the same TSR trigger, but AIG's 3-year return of +69.4% outperforms XLF by only +8.5pp against the 65pp threshold, so the trigger does not fire.
All ten director nominees pass the policy screens. AIG's 3-year price return of +69.4% outperforms the XLF financial sector ETF benchmark by +8.5pp, which is well below the 65pp underperformance threshold applicable at this level of positive absolute TSR. Four directors (Inglis, Leimkuhler, Perez, and to a lesser extent Murphy and Wittman) joined recently and either fall within the 24-month exemption window or have insufficient tenure to be held accountable for prior-period performance. No director is overboarded, no attendance issues are disclosed, all committee members are independent, and no familial relationships with management are identified. The vote determination is FOR all ten nominees.
Say on Pay
✗ AGAINSTCEO
Peter Zaffino
Total Comp
$32,460,049
Prior Support
65%%
AIG's Say on Pay received only 65% support in 2025, which is below the 70% threshold that triggers a heightened responsiveness assessment under our policy. While the company undertook a meaningful engagement program and made several positive program changes for 2026 (adding a negative-TSR cap on performance stock awards, increasing the CEO ownership requirement, and reducing the number of metrics), the core concern remains: CEO total compensation of $32.46 million is very high relative to benchmarks for an insurance-sector CEO at AIG's market cap, and the short-term bonus was paid out at the maximum 200% of target at a time when AIG's 1-year stock return of -11.5% significantly trailed the XLF benchmark's +0.6% return by 12.1 percentage points, meaning shareholders experienced a meaningful loss while executives received top-of-range incentive payouts. The program improvements announced for 2026 are directionally positive, but they do not retroactively fix the 2025 pay-for-performance misalignment that shareholders are being asked to ratify today, and the below-70% prior-year vote combined with continued above-benchmark incentive payouts in a year of share price underperformance warrants a vote AGAINST.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm and fully appropriate for a company of AIG's size and complexity. The proxy does not disclose PwC's tenure or auditor fee details in the extracted text provided, so the tenure trigger cannot be confirmed and per policy the vote defaults to FOR when tenure cannot be determined; the absence of tenure disclosure is noted as a minor negative but does not override the default. No material restatements attributable to audit failure are identified in the filing.
Overall Assessment
AIG's 2026 annual meeting presents three management proposals: director elections, Say on Pay, and auditor ratification. The vote determination is FOR all ten director nominees (AIG's 3-year TSR outperforms the XLF benchmark and no governance red flags are identified for any nominee), FOR auditor ratification of PwC (a Big 4 firm with no fee ratio or restatement concerns identified), and AGAINST Say on Pay due to the combination of a prior-year support level of only 65% and continued payment of maximum short-term incentive bonuses in a year when AIG's stock declined 11.5% while the financial sector ETF was roughly flat.