8-KLeadership ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Apr 2, 2010)

Filed April 2, 2010For Securities:AIG

Summary

This 8-K filing from American International Group (AIG) on April 2, 2010, primarily details the implementation of compensation changes for its top twenty-five highest-paid employees, as mandated by the Office of the Special Master for TARP Executive Compensation. The changes, effective January 1, 2010, set specific annual cash salary and stock salary levels for these executives, including CFO David L. Herzog and named executive officer Kristian P. Moor. The filing outlines the structure of the stock salary, which will be granted in stock units designed to reflect AIG's long-term value, vested at grant, and cash-settled over three years. Furthermore, some employees, including Messrs. Herzog and Moor, may be eligible for 2010 annual long-term incentive awards in restricted stock, contingent on performance goals and further approval. The full Determination Memorandum from the Office of the Special Master is included as an exhibit.

Key Highlights

  • 1AIG is implementing compensation adjustments for its top 25 highest-compensated employees as directed by the Office of the Special Master for TARP Executive Compensation.
  • 2New annual cash salary levels are effective as of January 1, 2010.
  • 3CFO David L. Herzog's cash salary is set at $495,000.
  • 4Named executive officer Kristian P. Moor's cash salary is set at $700,000.
  • 5Annual stock salary, granted as stock units reflecting AIG's long-term value, will be cash-settled over three years.
  • 6Messrs. Herzog and Moor are eligible for stock salary amounts of $4,485,000 and $5,000,000 respectively.
  • 7Potential for 2010 long-term incentive awards in restricted stock based on performance and further approval for eligible employees, including Messrs. Herzog and Moor.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the implementation of new executive compensation arrangements for AIG's top twenty-five highest-compensated employees, as mandated by the Office of the Special Master for TARP Executive Compensation.

Effective January 1, 2010, the annual cash salary for CFO David L. Herzog is $495,000, and for Kristian P. Moor, it is $700,000. Additionally, their annual stock salaries are $4,485,000 for Mr. Herzog and $5,000,000 for Mr. Moor.

The stock salary is granted in the form of stock units designed to mirror the long-term value of AIG's common stock and hybrid securities. These units are vested at the time of grant and will be settled in cash in three equal annual installments, commencing on the first anniversary of the grant date, subject to approval from the Office of the Special Master.

Yes, some covered employees, including Messrs. Herzog and Moor, are eligible to receive 2010 annual long-term incentive awards. These awards would be payable in long-term restricted stock if 2010 performance goals are achieved and the grants are deemed appropriate by the Office of the Special Master.