2021 Notice Of Annual Meeting And Proxy Statement - AIG

Executive SummaryABOUT AIGAIG is a leading global insurance organization. We provide a wide range of property casualty insurance, lifeinsurance, retirement solutions, and other financial services to customers in approximately 80 countries andjurisdictions.WORLD CLASSINSURANCE FRANCHISESthat are among the leaders in theirgeographies and segmentations,providing differentiated service andexpertise.BREADTH OFLOYAL CUSTOMERSBROAD AND LONG-STANDINGDISTRIBUTION RELATIONSHIPSincluding millions of clients andpolicyholders ranging from multinational Fortune 500 companies toindividuals throughout the world.HIGHLY-ENGAGEDGLOBAL WORKFORCERECOGNIZED FOR INCLUSIVITYwith more than 10,000 employees inEmployee Resource Groups (ERGs)that foster a culture of inclusion,engage employees and help create asense of belonging.with brokers, agents, advisors, banksand other distributors across all linesof business.BALANCE SHEET QUALITYAND STRENGTHas demonstrated by over 66 billion inshareholders’ equity and AIG parentcompany liquidity sources of 15 billionas of December 31, 2020.2020 HIGHLIGHTSIn 2020, AIG effectively managed through COVID-19 and its collateral effects on the global economy thanks tothe strong foundation created since late 2017 to instill a culture of underwriting excellence, adjust risktolerances, implement a best-in-class reinsurance program, de-risk our balance sheet and maintain a balancedinvestment portfolio. We continue this momentum and embark on an important phase of our journey tobecoming a top performing company with our proactive leadership transition and planned corporate structurechanges.RESILIENT GENERAL INSURANCE PORTFOLIOFROM UNDERWRITING DISCIPLINEManageable impact of COVID-19 and natural catastrophesreflected in 2020 Calendar Year Combined Ratio of 104.3compared to 99.6 in 2019. 2020 Accident Year CombinedRatio, As Adjusted* of 94.1 compared to 96.0 in 2019showed continued improvement due to underwritingdiscipline, limit management and continued focus onexpense reduction.CONTINUED SOLID RETURNS FROMLIFE AND RETIREMENTFull-Year 2020 Adjusted Pre-tax Income of 3.5 billioncompared to 3.6 billion in 2019.Results reflect diversified product portfolio and balanced riskprofile**.EFFECTIVE RISK MANAGEMENTEstablished Syndicate 2019 with Lloyd’s to access strategic partners to participate in peak zones while facilitating growth in AIG’shigh net worth business, and completed the sale of our majority interest in Fortitude Group Holdings, LLC (Fortitude Holdings) tomitigate a significant portion of our legacy risks.22021 Proxy Statement

Executive SummaryGENERAL INSURANCEACCIDENT YEAR COMBINEDRATIO, AS ADJUSTED*LIFE AND RETIREMENTADJUSTED PRE-TAX INCOME**(IN MILLIONS)99.735.796.094.134.433.3 3,343 257 47264.061.660.8 936201820192020Accident Year Loss Ratio,As AdjustedExpense RatioGENERAL OPERATINGAND OTHER EXPENSES(IN MILLIONS) 9,3022018 937 3,531 438 142 1,013 1,678 1,977 1,938201820192020 3,553 308 331Individual RetirementGroup RetirementLife InsuranceInstitutional MarketsGENERAL INSURANCERISK BASED CAPITAL (RBC)RATIO*** 8,537 8,396394%201920202018419%2019LIFE AND RETIREMENTRBC RATIO***460%2020389%402%20182019433%2020*Accident Year Combined Ratio, As Adjusted is a non-GAAP financial measure. AIG’s 2020, 2019 and 2018 Calendar Year Combinedratio was 104.3%, 99.6% and 111.4%, respectively. See Appendix A for a reconciliation showing how this metric is calculated from ourconsolidated financial statements.** On October 26, 2020, AIG announced its intention to separate its Life and Retirement business from AIG. See “—Announcement ofPlanned Life and Retirement Separation.”*** RBC is a formula designed to measure the adequacy of an insurer’s statutory surplus compared to the risks inherent to the business.The inclusion of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with anymarketing, advertising or promotional activities.2021 Proxy Statement3

Executive SummaryAIG’S RESPONSE TO COVID-19AIG acted quickly in early 2020 to respond to the COVID-19 crisis, with a focus on supporting our colleaguesand communities and on business resiliency.SUPPORTING OUREMPLOYEESIMPROVING AIG’SCOMMUNITIESBUSINESSRESILIENCY Quickly and effectivelytransitioned 90% of colleaguesto remote work; technologyaccessories and office suppliesprovided, as needed Reinstated the AIG Foundationmarked with an inaugural 5million contribution primarilydirected to COVID-19 relief andfood security efforts in thecommunities that AIG serves On average, over 40,000colleagues successfully accessAIG systems on a remote basisdaily with fully functional ITsupport call center andpreventative measures tosafeguard our systems 500 grant provided to eachemployee globally in March2020 to assist with unanticipatedcosts related to COVID-19 Employees provided additionalpaid holidays in April andOctober AIG Pandemic FinancialAssistance Program created toprovide financial assistance, inthe form of low or no-interestloans Launched a CompassionateColleagues Fund to aidemployees in overcomingserious financial hardships, withan initial contribution of 2 million by AIG. Since thenvoluntary contributions byemployees have grown the sizeof the fund Thoughtfully approachingreturn-to-office planning,informed by a Return toWorkplace survey completed byour employees Provide colleagues with mentalhealth resources and tips,including counseling sessionsand COVID-19-specific mentalhealth webinars through AIG’sEmployee Assistance Program42021 Proxy Statement Responded to calls from healthworkers for medical supplies bydonating nearly 200,000 itemsof personal protectiveequipment (PPE) across theglobe Nearly 6.2 million contributedto support non-profits withCOVID-19 relief efforts throughAIG’s Matching Grants Program Concluded One Thousand Actsof Kindness Campaign for AIG’sglobal employees, whichgenerated over 1,000 postsdemonstrating employeecommitment to issues such ashealth and safety of essentialworkers, food insecurity andsupport for small businesses Hosted Virtual Food Drive—amonth-long campaign throughwhich AIG and its employeesprovided approximately 265,000meals to food banks across theU.S. Formed a cross-functionalCOVID-19 Task Force focusingthroughout the COVID-19 crisison ensuring AIG implementsbest practices to protect thesafety of colleagues whilecontinuing to serve clients,distribution partners and otherstakeholders Created formal AIG GlobalEnterprise Resiliency teamcomprised of experiencedleaders with expertise intechnology, disaster recovery,enterprise risk and programleadership Developed Emergency AccessPlans for potential use of AIGoffices to serve as limitedrecovery sites if work-fromhome capacity is significantlydisrupted by natural disaster orother incident

Executive SummaryANNOUNCEMENT OF PLANNED LIFE AND RETIREMENT SEPARATIONIn October 2020, AIG announced its intention to separate its Life andRetirement business from AIG. This decision followed a Planned initial disposition of upcomprehensive review by the Board of Directors (Board) andto 19.9% interestmanagement of AIG’s composite structure and was made possible Seek to unlock value forby significant work done since 2017 to strengthen the fundamentalsshareholders and otherof AIG’s General Insurance business. Any separation transaction,stakeholderswhich is currently contemplated to include an initial disposition of up Made possible due toto a 19.9 percent interest in our Life and Retirement business, will bestrengthening of Generalsubject to the satisfaction of various conditions and approvals,including approval by the Board, receipt of insurance and otherInsurance business since 2017required regulatory approvals, and satisfaction of any applicablerequirements of the U.S. Securities and Exchange Commission(SEC). The Board intends to accomplish the separation in a way that unlocks value for our shareholders andother stakeholders and establishes two strong, market-leading companies.No assurance can be given regarding the structure of the initial disposition of up to a 19.9 percent interest inthe Life and Retirement business or the specific terms or timing thereof, or that a separation will in fact occur.EXECUTION OF THOUGHTFUL, WELL-COORDINATED SUCCESSION PLANOn October 26, 2020, AIG announced that Peter Zaffino would become President and Chief Executive Officer,Brian Duperreault would become Executive Chair and Douglas Steenland would become Lead IndependentDirector, in each case effective March 1, 2021. Mr. Zaffino also joined the Board on October 26, 2020. Thistransition reflects the execution of a thoughtful, well-coordinated Chief Executive Officer succession planoverseen by the Board with support from the Compensation and Management Resources Committee (CMRC)in consultation with the Chair of the Nominating and Corporate Governance Committee (NCGC). The Boarddetermined that Mr. Zaffino was the right choice to become AIG’s next Chief Executive Officer on the basis ofthe success he demonstrated as AIG’s President and Global Chief Operating Officer and his leadership overthe turnaround of AIG’s General Insurance business as its Chief Executive Officer. Mr. Duperreault’s extensiveexperience and established relationships with AIG’s directors and stakeholders enable him to lead the Board inoverseeing the company through the transition of a new Chief Executive Officer and major transformativetransactions, including the separation of AIG’s Life and Retirement business. Mr. Duperreault’s term asExecutive Chair will end on December 31, 2021, at which time he will become a non-officer employee of AIG forone year, providing assistance and advice to the extent requested by the Chief Executive Officer. Mr. Steenlandleverages his extensive business experience and leadership to ensure continued robust, independent oversightof management by the independent directors.2021 Proxy Statement5

Executive Summary2021 PRIORITIESSEPARATION OF LIFE ANDRETIREMENT BUSINESS FROM AIGPursue separation of Life andRetirement business from AIG in amanner intended to unlock value forshareholders and other stakeholdersand establish two strong, marketleading companiesLEADERSHIP,CULTURE AND TALENTMaintain focus on attracting,developing and retaining world-classemployees; further promote diversity,equity and inclusion at all levelsthrough continued support of robustemployee resource and developmentprograms and recruitment strategiesBUSINESS MIX & TARGETEDGROWTHUNDERWRITING EXCELLENCE ANDPRICING DISCIPLINEBuild on strategic portfolioimprovement and product diversity byfocusing on growing segments of ourbusiness that perform well and arealigned with our underwriting strategyContinue to enhance GeneralInsurance portfolio rate adequacythrough use of underwritingframework and guidelines and clearcommunication of risk appetite;continue long-standing disciplinedapproach in Life and Retirement withrespect to product pricing and featuresAIG 200Continue progress on multi-yearinitiatives to support underwritingexcellence, modernize our operatinginfrastructure, enhance user andcustomer experiences and become amore unified companyOPTIMIZE RISK MANAGEMENTOptimize risk profile throughdisciplined underwriting, reinsuranceprograms and asset-liabilitymanagement in the investmentportfolioCAPITAL MANAGEMENTMaintain strong capitalization and financial flexibility for our businesses, implement a stand-alone capital structure for our Life andRetirement business and recapitalize AIG parent debt to create long-term shareholder value62021 Proxy Statement

Executive SummaryCOMPENSATION HIGHLIGHTSThe onset of the COVID-19 crisis and its collateral effects on the global economy in the first quarter of 2020required the CMRC to pivot and adapt its approach to executive compensation to address AIG’s changingpriorities, while continuing to reinforce the importance of transformation initiatives.Important aspects of our 2020 executive compensation framework remained consistent with theframework for 2019: Short-term incentive (STI) awards continued to be based on a combination of Business and IndividualPerformance Scores combined on a multiplicative basis, meaning if either element is zero, no STI awardis earned;The Individual Performance Score component of STI awards continued to assess performance underfour pillars—Financial, Strategic, Operational and Organizational—which reflect various importantinitiatives for AIG including employee engagement, well-being, and diversity, equity and inclusion;Long-term incentive (LTI) awards continued to be granted in a combination of performance share units(PSUs) (50%), stock options (25%) and restricted stock units (RSUs) (25%);2020 PSUs continued to be subject to performance measures combining financial, operational and totalshareholder return (TSR) metrics; andPerformance requirements for the 2018 and 2019 PSUs granted to our named executives remainedunchanged and the CMRC did not use discretion when adjudicating the performance of the 2018 PSUawards for our named executives.However, other aspects of our 2020 program and some of the underlying details changed to align withour priority focus areas within the context of an uncertain operating environment as a result of theCOVID-19 crisis: The Business Performance Score component of the 2020 STI plan was assessed on a company-widebasis rather than on a business unit basis, reflecting our enterprise-wide focus on liquidity, capitalpreservation and de-risking;Business unit accountability was maintained, but through the Financial pillar of our IndividualPerformance Score assessment in the STI plan in 2020;Overall business performance and business unit performance were assessed using a disciplineddiscretion framework that assessed quantifiable results against internal expectations with respect toAIG’s capital and liquidity position and risk profile in the context of the COVID-19 crisis; andThe 2020 PSUs granted as part of our LTI awards were subject to new performance metrics: RelativeTangible Book Value Per Common Share (BVPS)* growth, AIG 200 Cumulative Run-rate Net GeneralOperating Expense (GOE) Savings* and TSR. Both BVPS and TSR will be measured on a relative basis,mitigating the need to calibrate long-term goals that might ultimately be too challenging or too easy toattain. The AIG 200 Cumulative Run-rate Net GOE Savings* goals were unchanged from those developedas part of AIG 200 when it was announced in 2019.* We make adjustments to U.S. GAAP financial measures for purposes of this performance metric to ensure that results properly reflectmanagement contributions. See Appendix A for an explanation of how this metric is calculated from our audited financial statements.2021 Proxy Statement7

Executive Summary2020 CHIEF EXECUTIVE OFFICER COMPENSATIONThe 2020 annual target total direct compensation opportunity and pay mix for Mr. Duperreault, our ChiefExecutive Officer during 2020, is set forth below.TargetAnnual Short-TermBase SalaryIncentiveBrian DuperreaultChief Executive Officer* 1,600,000TargetTargetLong-TermTotal DirectIncentive Compensation 4,500,000 12,900,000 19,000,000* Mr. Duperreault became Executive Chair, effective March 1, 2021.2020 CEO ANNUAL TARGET TOTALDIRECT COMPENSATIONBase Salary 8%Long-Term Equity Incentive 68%Stock Options 25%RSUs 25%Short-Term Cash Incentive 24%At Risk Pay, Subject to Clawback: 92%PSUs 50%LONG-TERM EQUITY INCENTIVE AWARD ALLOCATION75% Performance Based(50% PSUs; 25% Stock Options)25% Time Based(25% RSUs)AIG’s 2020 compensation programs and the Board and CMRC’s 2020 compensation decisions, which areoutlined in detail in under “Executive Compensation—Compensation Discussion and Analysis” beginning onpage 52, balanced rewarding our named executives for their extraordinary leadership through theunprecedented COVID-19 crisis with taking into account the experience of our shareholders in a year ofsignificant global market volatility. This was demonstrated in particular in the STI decisions made with respect toMr. Duperreault, our Chief Executive Officer in 2020. In light of AIG’s TSR relative to compensation peers in2020, the CMRC and Mr. Duperreault determined that the Chief Executive Officer’s 2020 STI award should bepaid at target, notwithstanding AIG’s successful navigation of the unprecedented COVID-19 crisis andMr. Duperreault’s efforts in executing a well-coordinated Chief Executive Officer succession process.The Board and CMRC remain committed to executive compensation programs that attract, motivate, rewardand incentivize highly qualified leaders as AIG continues its transformation to become a leading insurancefranchise and a top performing company.82021 Proxy Statement

Executive SummaryCORPORATE GOVERNANCE HIGHLIGHTSBALANCED AND INDEPENDENT BOARD OF DIRECTORSAIG strives to maintain a balanced and independent Board that is committed to representing the long-terminterests of AIG’s shareholders and has the substantial and diverse skills, experience and attributes necessaryto provide strategic oversight of AIG’s journey. The following table provides summary information about each ofour thirteen director nominees. We are asking our shareholders to elect all thirteen director nominees duringthe Annual Meeting, to hold office until the next annual election and until their successors are duly elected andqualified or their earlier resignation. Each nominee is elected annually by a majority of votes cast.NameDirectorAge SinceJames Cole, Jr.522021Chairman and Chief ExecutiveOfficer of The Jasco Group, LLC;Former Delegated Deputy Secretaryof Education and General Counselof the U.S. Department of EducationW. Don Cornwell732011Former Chairman of the Board andChief Executive Officer of GraniteBroadcasting CorporationBrian Duperreault732017Executive Chair of AIGJohn H. Fitzpatrick642011Former Secretary General of TheGeneva Association; Former ChiefFinancial Officer, Head of the Lifeand Health Reinsurance BusinessGroup and Head of FinancialServices of Swiss ReWilliam G. Jurgensen692013Former Chief Executive Officer ofNationwide InsuranceLamb WestonHoldings, Inc.Christopher S. Lynch632009Former National Partner in Chargeof Financial Services of KPMG LLPTenet HealthcareCorporationLinda A. Mills712015Former Corporate Vice President ofOperations of Northrop GrummanCorporationNavient CorporationThomas F. Motamed722019Former Chairman and ChiefExecutive Officer of CNA FinancialCorporationKairos AcquisitionCorp.Peter R. Porrino642019Former Executive Vice Presidentand Chief Financial Officer of XLGroup LtdAmy L. Schioldager582019Former Senior Managing Directorand Global Head of Beta Strategiesat BlackRock, Inc.Douglas M. Steenland,Lead IndependentDirector692009Former President and ChiefExecutive Officer of Northwes

You can vote if you were a shareholder of record at the close of business on March 17, 2021. Admission to the . To participate in the Annual Meeting, you will need the 16-digit control number included . Annual Meeting . on your Notice of Internet Availability o