American International : 2021 Proxy Statement

American International Group, Inc.

2021 Notice of Annual Meeting and Proxy Statement

March 30, 2021

Dear Fellow AIG Shareholder,

AIG's Board of Directors, Executive Leadership Team and global workforce are maintaining significant momentum and a continued sense of urgency on our path to becoming a top performing company.

AIG is effectively managing through COVID-19 and its collateral effects on the global economy because of the strong foundation we have been building since late 2017. The company is well positioned for long-term, sustainable, and profitable growth.

AIG has instilled a culture of underwriting excellence, adjusted risk tolerances, implemented best-in-class reinsurance programs, strengthened its vast global footprint, de-risked the balance sheet and maintained a diversified investment portfolio.

Our announced intention to separate the Life and Retirement business from AIG, which we believe will enable each entity to achieve a more appropriate and sustainable valuation, was made possible by the team's tremendous progress strengthening General Insurance in particular and positioning each of our businesses as a market leader.

Despite the challenges presented by COVID-19, the company accelerated the execution of AIG 200, our enterprise-wide transformation designed to position AIG for the future.

Over the last year, we prioritized the well-being of AIG colleagues, who showed resilience and attentiveness in service of all stakeholders despite unprecedented disruptions. We also enhanced our efforts to promote value creation in our communities and continue to make progress with respect to diversity, equity, and inclusion across AIG.

On March 1, 2021, we seamlessly transitioned into our new roles as Executive Chair and Lead Independent Director, respectively, and know that the company is in great hands with Peter Zaffino as President and Chief Executive Officer of AIG.

The Board would like to thank Henry Miller, who is retiring as a Director, for his service and valuable contributions since 2010. In addition, we were pleased to welcome James Cole, Jr. to the Board on March 15, 2021.

We invite you to attend the virtual 2021 Annual Meeting of Shareholders on Wednesday, May 12, 2021, at 11:00 a.m. Eastern Daylight Time.

We also encourage you to read this Proxy Statement and the Annual Report, and to vote as we recommend on the enclosed proposals in advance of the meeting. Please vote in advance of the meeting even if you plan to participate virtually. Every vote matters.

Thank you for your investment in AIG. We remain focused on delivering value for you as we strive to become a leading insurance franchise.

Sincerely,

Brian Duperreault	Douglas M. Steenland
Executive Chair	Lead Independent Director

Notice of Annual Meeting of Shareholders

March 30, 2021

AMERICAN INTERNATIONAL GROUP, INC. (AIG) 175 Water Street, New York, N.Y. 10038

Time and Date*	11:00 a.m., Eastern Daylight Time, on Wednesday, May 12, 2021.
Access*	Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/AIG2021.
Mailing Date	This Proxy Statement, 2020 Annual Report and proxy card or voting instructions were
	either made available to you over the Internet or mailed to you on or about
	March 30, 2021.
Items of Business	1.	To elect the thirteen nominees recommended by our Board of Directors as
		directors of AIG to hold office until the next annual election and until their
		successors are duly elected and qualified
	2.	To vote, on a non-binding advisory basis, to approve executive compensation
	3.	To vote on a proposal to approve the American International Group, Inc. 2021
		Omnibus Incentive Plan
	4.	To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as
		AIG's independent registered public accounting firm for 2021
	5.	To vote on a shareholder proposal to give shareholders who hold at least 10
		percent of AIG's outstanding common stock the right to call special meetings
	6.	To transact any other business that may properly come before the meeting
Record Date	You can vote if you were a shareholder of record at the close of business on March 17, 2021.
Admission to the	To participate in the Annual Meeting, you will need the 16-digit control number included
Annual Meeting	on your Notice of Internet Availability of Proxy Materials or on your proxy card.
Additional Information	Additional information regarding the matters to be acted on during the Annual Meeting
	is included in this Proxy Statement.
Proxy Voting	You can vote your shares before the Annual Meeting over the Internet or by telephone.
	If you received a paper proxy card by mail, you may also vote by signing, dating and
	returning the proxy card in the envelope provided. You may also vote your shares
	during the Annual Meeting by logging into the virtual meeting site using the 16-digit
	control number included on your Notice of Internet Availability of Proxy Materials, proxy
	card, or voting instruction form.

• In light of COVID-19, for the safety and well-being of our shareholders and employees, and taking into account the protocols of local, state and federal governments, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We believe that the virtual meeting format affords our shareholders an opportunity for meaningful participation, and we have taken steps to ensure that shareholders will be able to attend, vote and submit questions from any location via the Internet. For more details regarding how to participate in the virtual meeting, please see "Voting Instructions and Information."

By order of the Board of Directors,

ROSE MARIE E. GLAZER

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be

held virtually via the Internet on May 12, 2021. This Proxy Statement, the 2020 Annual Report to Shareholders and other materials are available in the Investors section of AIG's corporate website at www.aig.com.

Table of Contents

Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . 1 Proposal 1-Election of Directors . . . . . . . . . . . . . . 13

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . 21

Our Corporate Governance Practices . . . . . . . . . . 21

Director Independence . . . . . . . . . . . . . . . . . . . . . . 22

Board Leadership Structure . . . . . . . . . . . . . . . . . . 22

Board Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . 23

Board Composition and Refreshment . . . . . . . . . . . 24

Areas of Board Oversight . . . . . . . . . . . . . . . . . . . . 27

Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . 32

Compensation of Directors . . . . . . . . . . . . . . . . . . . 37

Corporate Governance Materials Available on our Website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Year-Round Shareholder Engagement . . . . . . . . . . 41 Ownership of Certain Securities . . . . . . . . . . . . . . . 44

Delinquent Section 16(a) Reports . . . . . . . . . . . . . . 46

Relationships and Related-Party Transactions . . . 46

Our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . 47

Executive Compensation . . . . . . . . . . . . . . . . . . . . . 51

Letter from the Compensation and Management Resources Committee . . . . . . . . . . . . . . . . . . . . . . . 51

Compensation Discussion and Analysis . . . . . . . . . 52

Report of the Compensation and Management Resources Committee . . . . . . . . . . . . . . . . . . . . . . . 96

2020 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 97

Holdings of and Vesting of Previously Awarded

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

Post-EmploymentCompensation . . . . . . . . . . . . . . 104

Potential Payments on Termination . . . . . . . . . . . . . 107

Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

Equity Compensation Plan Information . . . . . . . . . 113

Proposal 2-Non-Binding Advisory Vote to
Approve Executive Compensation . . . . . . . . . . . . .	114
Proposal 3-Approval of American International
Group, Inc. 2021 Omnibus Incentive Plan . . . . . . . .	116

Report of the Audit Committee and Ratification of Selection of Accountants . . . . . . . . . . . . . . . . . . . . . 126

Report of the Audit Committee . . . . . . . . . . . . . . . . 126

Proposal 4-Ratification of Selection of PricewaterhouseCoopers LLP . . . . . . . . . . . . . . . . . 128

Fees Paid to PricewaterhouseCoopers LLP . . . . . . 129

Proposal 5-Shareholder Proposal on Special Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . 131

Shareholder Proposal . . . . . . . . . . . . . . . . . . . . . . . 131 AIG Statement in Opposition . . . . . . . . . . . . . . . . . 133

Voting Instructions and Information . . . . . . . . . . . . 136

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

Other Matters to be Presented during the 2021

Annual Meeting of Shareholders . . . . . . . . . . . . . . 141

Shareholder Proposals for the 2022

Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 Communications with the Board of Directors . . . . . 141 Electronic Delivery of Proxy Materials . . . . . . . . . . 142

Important Notice Regarding Delivery of

Shareholder Documents . . . . . . . . . . . . . . . . . . . . . 142 Incorporation by Reference . . . . . . . . . . . . . . . . . . 142

Cautionary Statement Regarding Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

Non-GAAP Financial Measures . . . . . . . . . . . . . . . . A-1

American International Group, Inc. 2021 Omnibus Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Executive Summary

Executive Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should read the entire Proxy Statement carefully before voting. These proxy materials are first being sent to shareholders of American International Group, Inc., a Delaware corporation (AIG), commencing on or about March 30, 2021.

VOTING MATTERS AND VOTE RECOMMENDATION
						Board Vote
Matter	Recommendation	For More Information, see:
Management Proposals
1. Election of thirteen directors	FOR EACH DIRECTOR		Page 13
						NOMINEE
2. Advisory vote on executive compensation	FOR		Page 114
3. Approval of American International Group, Inc.	FOR		Page 116
	2021 Omnibus Incentive Plan (the 2021 Plan)
4. Ratification of PricewaterhouseCoopers LLP as	FOR		Page 128
	AIG's independent registered public accounting
	firm for 2021
Shareholder Proposal
5. Shareholder proposal to give shareholders who	AGAINST		Page 131
	hold at least 10 percent of our outstanding
	common stock the right to call special meetings

AIG believes that the virtual meeting format affords our shareholders an opportunity for meaningful participation, including the ability to vote and ask questions electronically during the meeting. For detailed information on the voting process and how to attend the AIG Annual Meeting of Shareholders to be held virtually via the Internet on May 12, 2021 (Annual Meeting), or any adjournment or postponement thereof, please see "Voting Instructions and Information" beginning on page 136.

2021 Proxy Statement

1