2022 Executive Compensation Potential Payments on Termination
Quantification of Termination Payments and Benefits
The following table sets forth the compensation and benefits that would have been provided to each of the named executives if he or
she had been terminated on December31, 2022 under the circumstances indicated (including following a Change in Control).
Termination Payments and Benefits for the Named Executive Officers as of December31, 2022
Annual Short-
Term Incentive
($)
(1)
Unvested
StockAwards
($)
(6)
Severance
($)
(2)
Medical and Life
Insurance ($)
(3)
Pension Plan
Credit ($)
(4)
Unvested
Options ($)
(5)
Name Total ($)
Peter Zaffino
By AIG for “Cause” — — — — — — —
By AIG w/o “Cause” 5,220,000 11,607,885 40,000 — 12,770,267 115,332,082 144,970,234
By Executive w/o Good Reason — — — — — — —
By Executive with Good Reason 5,220,000 11,607,885 40,000 — 12,770,267 115,332,082 144,970,234
Qualifying Termination following a Change in Control
(7)
5,220,000 15,477,181 40,000 — 12,770,267 115,332,082 148,839,530
Death 4,500,000 — — — 12,770,267 107,867,864 125,138,131
Disability 5,220,000 — — — 12,770,267 115,332,082 133,322,349
Retirement
(8)
— — — — — — —
Shane Fitzsimons
By AIG for “Cause” — — — — — — —
By AIG w/o “Cause” 1,972,000 4,341,000 40,000 — 2,235,309 8,510,260 17,098,569
By Executive w/o Good Reason — — — — — — —
By Executive with Good Reason 1,972,000 4,341,000 40,000 — — — 6,353,000
Qualifying Termination following a Change in Control
(7)
1,972,000 5,788,000 40,000 — 2,235,309 8,510,260 18,545,569
Death 1,700,000 — — — 2,235,309 8,374,630 12,309,939
Disability 1,972,000 — — — 2,235,309 8,510,260 12,717,569
Retirement
(8)
— — — — — — —
Lucy Fato
By AIG for “Cause” — — — — — — —
By AIG w/o “Cause” 2,204,000 5,879,500 40,000 — 5,591,499 20,032,054 33,747,053
By Executive w/o Good Reason — — — — — — —
By Executive with Good Reason 2,204,000 5,879,500 40,000 — — — 8,123,500
Qualifying Termination following a Change in Control
(7)
2,204,000 7,839,333 40,000 — 5,591,499 20,032,054 35,706,886
Death 1,900,000 — — — 5,591,499 16,578,569 24,070,068
Disability 2,204,000 — — — 5,591,499 20,032,054 27,827,553
Retirement
(8)
— — — — — — —
Kevin T. Hogan
By AIG for “Cause” — — — 86,866 — — 86,866
By AIG w/o “Cause” 2,115,000 5,508,750 40,000 86,866 5,239,403 18,267,997 31,258,016
By Executive w/o Good Reason — — — 86,866 — — 86,866
By Executive with Good Reason 2,115,000 5,508,750 40,000 86,866 — — 7,750,616
Qualifying Termination following a Change in Control
(7)
2,250,000 7,345,000 40,000 86,866 5,239,403 18,267,997 33,229,266
Death 2,250,000 — — — 5,239,403 14,796,334 22,285,737
Disability 2,115,000 — — — 5,239,403 18,267,997 25,622,400
Retirement
(8)
2,115,000 — — 86,866 5,239,403 18,267,997 25,709,266
David McElroy
By AIG for “Cause” — — — — — — —
By AIG w/o “Cause” 3,050,000 6,875,000 40,000 — 5,197,303 14,214,978 29,377,281
By Executive w/o Good Reason — — — — — — —
By Executive with Good Reason 3,050,000 6,875,000 40,000 — — — 9,965,000
Qualifying Termination following a Change in Control
(7)
3,050,000 9,166,667 40,000 — 5,197,303 14,214,978 31,668,948
Death 2,500,000 — — — 5,197,303 13,734,011 21,431,314
Disability 3,050,000 — — — 5,197,303 14,214,978 22,462,281
Retirement
(8)
— — — — — — —
(1) These amounts represent annual STI payments for which the named executives would have been eligible had they been terminated on December 31, 2022.
Under the ESP, earned STI awards are prorated based on the number of full months the executive was employed in the termination year. Except in the case
of death or a qualifying termination following a Change in Control, STI payments under the ESP are based on the named executive’s target amount and
74 AIG 2023 PROXY STATEMENT