8-KLeadership ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Apr 1, 2011)

Filed April 1, 2011For Securities:AIG

Summary

This 8-K filing from American International Group (AIG) on April 1, 2011, details compensation adjustments for its top twenty-five most highly compensated employees, including named executive officers, as determined by the Office of the Special Master for TARP Executive Compensation. The primary focus is on revised annual cash and stock salary levels, alongside potential long-term incentive awards, all effective January 1, 2011. Key changes include the establishment of specific annual cash and stock salary figures for top executives like Robert H. Benmosche and Peter D. Hancock, with stock salaries granted as immediately vested restricted stock or RSUs but subject to multi-year transfer restrictions. The compensation structure reflects an ongoing effort to manage executive pay in the context of the company's situation and regulatory oversight, with specific provisions for Mr. Benmosche's retirement plans impacting his long-term incentive eligibility.

Key Highlights

  • 1Compensation for AIG's top 25 highest-paid employees, including named executive officers, has been determined by the Office of the Special Master for TARP Executive Compensation.
  • 2New annual cash salary levels are set for key executives, with Robert H. Benmosche receiving $3,000,000 and Peter D. Hancock receiving $1,800,000.
  • 3Annual stock salary levels have also been established, granted as restricted stock or RSUs, with multi-year transfer restrictions that vary by executive.
  • 4For example, Mr. Benmosche's stock salary of $7,500,000 has restrictions lapsing on the fifth anniversary of hire.
  • 5Messrs. Hancock, Herzog, Moor, and Wintrob are eligible for long-term incentive awards for 2011, contingent on performance goals and subject to the Special Master's approval.
  • 6Mr. Benmosche's compensation structure was revised due to his stated intention to retire before the minimum vesting period for long-term restricted stock, with his total annual direct compensation opportunity remaining constant.
  • 7The full Determination Memorandum from the Special Master is filed as Exhibit 10.1 to this report.

Frequently Asked Questions

This filing announces the compensation determined by the Office of the Special Master for TARP Executive Compensation for AIG's top twenty-five highest-paid employees, including significant adjustments to their annual cash and stock salaries, and outlines potential long-term incentive awards.

Stock compensation will be granted in the form of immediately vested AIG restricted common stock or restricted stock units. However, these awards are subject to transfer or payment restrictions over a multi-year period, with specific lapse dates differing for individual executives.

Some of the top executives, specifically Messrs. Hancock, Herzog, Moor, and Wintrob, are eligible for 2011 annual long-term incentive awards if performance goals are met and grants are deemed appropriate. Mr. Benmosche is not eligible for these awards due to his stated intention to retire before the minimum vesting period.

The compensation levels and structure for these top employees are determined by the Office of the Special Master for TARP Executive Compensation, reflecting oversight related to the Troubled Asset Relief Program (TARP).