Summary
This filing is an amendment to AMERICAN INTERNATIONAL GROUP, INC. (AIG)'s 2016 Annual Report on Form 10-K, specifically addressing Part III of the report. It details information regarding the company's directors, executive officers, corporate governance, executive compensation, and security ownership. Key aspects include the composition of the Board of Directors, with a focus on director nominees and their qualifications, and a detailed breakdown of the executive compensation structure for 2016, emphasizing the balance between base salary, short-term, and long-term incentives. The report highlights performance-based compensation tied to Total Shareholder Return (TSR) and Option Adjusted Spreads (OAS), alongside robust clawback and share ownership policies designed to align executive interests with those of shareholders and manage risk. The filing also provides transparency into director compensation, non-qualified deferred compensation plans, and potential payments upon termination of employment for named executive officers. Overall, this amendment provides critical governance and compensation-related information for investors to assess AIG's leadership, risk management practices tied to compensation, and alignment with shareholder value creation as of the end of the 2016 fiscal year.
Financial Highlights
40 data points| Revenue | $52.37B |
| SG&A Expenses | $10.99B |
| Operating Income | -$759.00M |
| Interest Expense | $1.26B |
| Net Income | -$849.00M |
| EPS (Basic) | $-0.78 |
| EPS (Diluted) | $-0.78 |
| Shares Outstanding (Basic) | 1.09B |
| Shares Outstanding (Diluted) | 1.09B |
Key Highlights
- 1AIG is filing an amendment to its 2016 10-K to provide Part III disclosures, including details on directors, executive officers, and compensation, as the definitive proxy statement was not filed within the required timeframe.
- 2The Board of Directors comprises sixteen directors, with thirteen nominees proposed for election at the 2017 Annual Meeting. Several directors are retiring or not seeking re-election.
- 3Peter D. Hancock will continue as President and CEO until a successor is appointed or December 31, 2017, playing a role in the management transition.
- 4Executive compensation is structured with a balance of base salary, short-term incentives (STI), and long-term incentives (LTI), with LTI comprising at least 40% of target total direct compensation.
- 5LTI awards for 2016 are primarily Performance Share Units (PSUs) tied to relative Total Shareholder Return (TSR) and relative Option Adjusted Spreads (OAS) as a gating metric, aiming to align with long-term shareholder interests and manage risk.
- 6The company maintains robust compensation governance practices, including a comprehensive clawback policy, share ownership guidelines, and annual risk assessments of compensation plans.
- 7Details on director compensation reveal retainers and stock unit awards, with non-management directors expected to hold stock value equivalent to five times their annual retainer.