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 and governance experience; AIG's 3-year price return of +65.4% trails the peer median by only 7.8 percentage points, well below the 65-point threshold required to trigger a vote against, and no other policy flags apply.
Director since 2024, within the 24-month exemption window, so the TSR trigger does not apply; brings deep cybersecurity and technology expertise relevant to AIG's strategy.
Director since 2024, within the 24-month exemption window, so the TSR trigger does not apply; brings insurance and financial services expertise from her CFO role at Marsh and investment background.
Director since 2015 with strong operations and technology oversight experience; the 3-year underperformance versus peers is only 7.8 percentage points, far below the 65-point threshold needed to trigger a vote against given AIG's strong positive absolute 3-year return.
Director since 2023 with broad governance and strategic experience; the TSR gap versus peers does not breach the policy threshold, and no overboarding or other policy flags apply.
Director since 2025 (February), within the 24-month exemption window, so the TSR trigger does not apply; brings technology and digital transformation expertise highly relevant to AIG's strategy.
Director since 2019 with deep insurance industry and financial expertise; the 3-year peer underperformance gap of 7.8 percentage points is well below the 65-point threshold, and he chairs the Audit Committee with demonstrated financial qualifications.
Lead Independent Director since 2022 with extensive public company leadership experience; AIG's 3-year TSR of +65.4% is strongly positive and trails the peer median by only 7.8 percentage points, well short of the 65-point threshold required to trigger a vote against.
Director since 2023 with broad CFO and financial expertise across insurance and technology; the TSR gap versus peers does not breach the policy threshold, and she serves as a designated audit committee financial expert.
Chairman and CEO since 2020-2021 with deep insurance expertise; as an executive director he is subject to the same TSR trigger, but AIG's 3-year return of +65.4% trails peers by only 7.8 percentage points — far below the 65-point threshold — so no TSR-based vote against is warranted.
All ten director nominees receive a FOR vote. AIG's 3-year price return of +65.4% is strongly positive and trails the compensation peer group median by only 7.8 percentage points, well below the 65-point underperformance threshold required under the policy for strong-positive-TSR companies. Three directors (Inglis, Leimkuhler, Perez) joined within the past 24 months and are exempt from the TSR trigger. No overboarding, independence, attendance, or qualification flags were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Peter Zaffino
Total Comp
$32,460,049
Prior Support
65%%
AIG's advisory pay vote received only 65% support in 2025, which is below the 70% threshold that triggers a No vote under our policy if the company has not made sufficient structural changes — while AIG has made meaningful disclosure improvements and some program enhancements for 2026, the core pay quantum issue (CEO total compensation of $32.46 million, up from a target of $25 million due to an actual STI payout of $12 million at the 200% maximum cap) has not been resolved and represents a level that appears materially above what an independent benchmark for a large-cap insurance/financial services CEO would support. Additionally, incentive pay was awarded at maximum levels (200% of target STI for Zaffino) in a year when AIG's stock declined 12.1% and underperformed the XLF benchmark by 12.4 percentage points, raising a pay-for-performance alignment concern on the variable compensation side; the combination of a below-70% prior-year vote, limited structural change to pay quantum, and maximum incentive payouts against negative stock returns is sufficient to warrant a vote against.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be assessed and no trigger fires; PwC is a Big 4 firm appropriate for a company of AIG's size and complexity, auditor tenure is not disclosed so the tenure trigger does not fire per policy, and no material restatements were identified.
Overall Assessment
AIG's 2026 annual meeting ballot contains three management proposals: director elections, an advisory say-on-pay vote, and auditor ratification. All ten director nominees receive a FOR vote given AIG's strongly positive 3-year total return and a peer underperformance gap well below the policy threshold; however, the say-on-pay vote receives an AGAINST recommendation due to the combination of a prior-year vote below 70%, CEO pay quantum significantly above benchmark, and maximum incentive payouts in a year of negative stock performance.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing