8-KLeadership Changes

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Feb 12, 2021)

Filed February 12, 2021For Securities:AIG

Summary

This 8-K filing from AMERICAN INTERNATIONAL GROUP, INC. (AIG) details significant leadership transitions and associated compensation arrangements. Effective March 1, 2021, Peter S. Zaffino will assume the roles of President and Chief Executive Officer, succeeding Brian Duperreault, who will transition to Executive Chairman of the Board. This transition was officially documented via letter agreements entered into on February 11, 2021. These agreements outline specific compensation packages for both executives in their new capacities. Mr. Zaffino's compensation reflects his CEO role with a substantial target direct compensation, while Mr. Duperreault's package is structured for his Executive Chairman tenure and a subsequent advisory role in 2022. The compensation decisions were approved by the independent members of the Board, with input from external compensation consultants and legal counsel, and are subject to AIG's clawback policies.

Key Highlights

  • 1Peter S. Zaffino appointed President and CEO, effective March 1, 2021.
  • 2Brian Duperreault transitions from CEO to Executive Chairman of the Board, effective March 1, 2021.
  • 3Mr. Zaffino's target annual compensation as CEO is $17,000,000, including base salary, short-term, and long-term incentives.
  • 4Mr. Duperreault's compensation as Executive Chairman (through 2021) is $12,750,000, including base salary and incentives.
  • 5Mr. Duperreault will move to a non-officer advisory role in 2022 with a target compensation of $7,500,000.
  • 6Both agreements were approved by the independent Board members based on recommendations from compensation consultants and legal counsel.
  • 7All incentive compensation is subject to AIG's clawback policies.

Frequently Asked Questions

Effective March 1, 2021, Peter S. Zaffino will become the President and Chief Executive Officer of AIG. Brian Duperreault will transition from his CEO role to become the Executive Chairman of the Board.

Mr. Zaffino's target annual compensation beginning March 1, 2021, is $17,000,000. This includes an annual base salary of $1,500,000, a target short-term incentive of $4,000,000 for 2021, and a target long-term incentive of $11,500,000 for 2021.

As Executive Chairman through December 31, 2021, Mr. Duperreault will receive a target annual compensation of $12,750,000. After this, he will move to a non-officer advisory role in 2022 with a target compensation of $7,500,000. His compensation includes base salary and long-term incentives, with his short-term incentive for 2021 being time-weighted.

Yes, the letter agreements for both Mr. Zaffino and Mr. Duperreault were approved by the independent members of AIG's Board of Directors. This approval was based on recommendations from the Compensation and Management Resources Committee, which received advice from F.W. Cook (independent compensation consultant) and Sullivan & Cromwell LLP (outside legal counsel).