8-KLeadership ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Nov 10, 2022)

Filed November 10, 2022For Securities:AIG

Summary

American International Group, Inc. (AIG) has filed an 8-K to announce a new five-year employment agreement with its President & CEO and Chairman of the Board, Peter Zaffino. This agreement, effective through November 10, 2027, underscores the board's commitment to leadership continuity and Zaffino's role in executing significant strategic initiatives, including the separation of Corebridge Financial and ongoing profitability improvements in General Insurance. The agreement includes updated compensation and benefits, notably a special one-time grant of $50 million in restricted stock units (RSUs) that will vest in full on November 10, 2027, subject to continued employment. Zaffino's annual base salary remains $1,500,000, with a target annual cash bonus of $4,500,000. The long-term incentive plan award mix has shifted towards a more performance-based structure, with 75% performance share units and 25% stock options. Additionally, non-competition restrictions have been expanded, and the notice period for resignation or retirement has been extended, reflecting a strengthened commitment and enhanced obligations from both parties.

Key Highlights

  • 1Peter Zaffino has entered into a new five-year employment agreement as President & CEO and Chairman of the Board, extending through November 10, 2027.
  • 2A special, one-time grant of $50 million in restricted stock units (RSUs) has been awarded to Mr. Zaffino, vesting in full on November 10, 2027, contingent on continued employment.
  • 3The annual long-term incentive award mix has been revised to 75% performance share units and 25% stock options, emphasizing performance-based compensation.
  • 4Mr. Zaffino's annual base salary remains $1,500,000, with a target annual cash bonus of $4,500,000.
  • 5Non-competition restrictions have been expanded to cover the period of employment and one year post-termination (excluding expiration of term).
  • 6The required notice period for Mr. Zaffino to terminate employment without good reason or for retirement has been extended to at least 12 months.
  • 7The agreement highlights the board's focus on leadership continuity and retention to execute AIG's key strategic objectives, including the Corebridge separation and General Insurance profitability.

Frequently Asked Questions

This 8-K filing announces the execution of a new five-year employment agreement between AIG and its President & CEO and Chairman of the Board, Peter Zaffino. It details the terms of his continued employment, compensation, and associated obligations.

The $50 million Special RSU Grant is a one-time award intended to recognize Mr. Zaffino's continued leadership and to incentivize his long-term commitment to AIG. It vests in full on November 10, 2027, provided he remains employed with AIG through that date, underscoring the board's expectation for his leadership over the next five years.

While his base salary and target annual bonus remain the same ($1.5M and $4.5M respectively), the structure of his annual long-term incentive award has shifted. It now consists of 75% performance share units and 25% stock options, compared to the previous 50% performance share units, 25% stock options, and 25% restricted stock units. This change emphasizes performance-based compensation.

The non-competition restrictions have been expanded to apply during his employment and for one year following termination for any reason (except for expiration of the five-year term), an increase from the previous limited six-month non-compete. Additionally, Mr. Zaffino must now provide at least 12 months' notice prior to terminating his employment without good reason or due to retirement, up from a previous six-month notice period.