AIG DEFR14A

American International Group, Inc. (AIG)

DEFR14A 2025-04-03

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Added on October 16, 2026

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A Letter from our Chairman & Chief Executive Officer and our Lead Independent Director			1
Notice of Annual Meeting of Shareholders			2
Certain Important Terms			4
Proxy Statement Summary			5
Voting Matters and Vote Recommendation			5
What's New			5
About Us			6
2025 Priorities and 2024 Highlights			7
Corporate Governance Highlights			8
Proposal 1—Election of Directors			12
Board Composition and Refreshment Process			12
Director Nominees			15
Corporate Governance			23
Our Continuing Commitment to Effective and Robust Corporate Governance Practices			23
Board Leadership Structure			24
Areas of Board Oversight			28
Board Committees			31
Director Compensation			34
Shareholder Engagement			36
Ownership of Certain Beneficial Owners			38


Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation			40
Compensation Discussion and Analysis (see detailed table of contents on page 41)			41
2024 Executive Compensation			70
2024 Summary Compensation Table			70
2024 Grants of Plan-Based Awards			72
Outstanding Equity Awards at December 31, 2024			73
Option Exercises and Vesting of Stock-Based Awards During 2024			75
Potential Payments on Termination			75
Pay Ratio			80
Pay Versus Performance			80
Equity Compensation Plan Information			84
Proposal 3—Advisory Vote on the Frequency of Future Executive Compensation Votes			85
Report of the Audit Committee			86
Proposal 4—Ratify Appointment of PwC to Serve as Independent Auditor for 2025			87
Frequently Asked Questions About the Annual Meeting			89
Other Important Information			94
Appendix A - Non-GAAP Financial Measures			A-1


Term:			Means:
2010 Plan			American International Group, Inc. 2010 Stock Incentive Plan
2013 Plan			AIG 2013 Omnibus Incentive Plan
2021 Plan			American International Group, Inc. 2021 Omnibus Incentive Plan
AATI			Adjusted After-Tax Income
AIG Parent			American International Group, Inc.
AYCR			Accident Year Combined Ratio
Board			Board of Directors of AIG Parent
By-laws			American International Group, Inc. By-Laws
CEO			Chief Executive Officer
Certificate of Incorporation			Restated Certificate of Incorporation of American International Group, Inc.
CMRC			Compensation and Management Resources Committee
Corebridge			Corebridge Financial, Inc.
Corporate Governance Guidelines			American International Group, Inc. Corporate Governance Guidelines
CYCR			Calendar Year Combined Ratio
DSU			Deferred stock units
Equity Plan			AIG Long Term Incentive Plan (as amended and restated effective February 1, 2024)
ERM			Enterprise Risk Management
ESP			Executive Severance Plan
Exchange Act			Securities Exchange Act of 1934
GenAI			Generative artificial intelligence
GOE			General operating expenses
LLM			Large Language Model
LTI			Long-term incentive
LTI Plan			2021 Plan and the Equity Plan, collectively
NCGC			Nominating and Corporate Governance Committee
NPW			Net Premiums Written
NYSE			New York Stock Exchange
Pay Governance			Pay Governance LLC
Personal Travel Business			Global individual personal travel insurance and assistance business
PCAOB			Public Company Accounting Oversight Board
PCS			Private Client Select
PSU			Performance share unit
PwC			PricewaterhouseCoopers LLP
ROE			Return on Equity
RSU			Restricted stock unit
Say-on-Pay vote			Advisory vote to approve the compensation paid to named executive officers
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933
STI			Short-term incentive
TSR			Total Shareholder Return



World-Class Underwriting and Claims Expertise executed through franchises that are among the leaders in their geographies and segments, providing differentiated service.	Global Reach and Breadth of Loyal Customers including millions of clients in over 200 countries and jurisdictions, ranging from individuals to small and medium-sized businesses to multi-national Fortune 500 companies.	Broad and Long-Standing Distribution Relationships with brokers, agents, advisors, marketplaces and other distributors strengthened through our dedication to quality.


Global Workforce of more than 22,000 colleagues committed to taking ownership, setting the standard, winning together, being allies and doing what's right.	Balance Sheet Strength and Financial Flexibility with approximately $43 billion in shareholders’ equity and AIG Parent liquidity sources of $10.7 billion as of December 31, 2024.



Deliver Sustainable Underwriting Results and Profitability Growth Continue to focus on a culture of underwriting excellence and prudent expense management to support profitable growth.	Unlock the Full Potential of Our Less Complex Operating Structure Continue to refine our new operating structure to operate efficiently as a lean, agile and high-performing company.		Preserve and Harness Balance Sheet Strength and Financial Flexibility Execute on our balanced capital management plan in order to deliver shareholder value and support our strategic flexibility.


Invest in our Talent for the Future AIG Foster a performance-driven culture built on quality, excellence and continuous improvement through ongoing education and workplace learning opportunities.		Expand our Data and Digital Strategies Responsibly scale the use of GenAI, focus on continued enhancement of data quality to inform decision making and further strengthen workflow capabilities across the Company to accelerate our strategic business objectives.



Notice of Annual Meeting of Shareholders			2025 Annual Meeting of Shareholders to be Held Virtually: This year’s meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2025 Date and Time: May 14, 2025 11:00 a.m. Eastern Time



What's New nImplemented enhanced CEO succession planning (see page 29) nConducted two-day Board strategy session with a concentrated focus on technology, cybersecurity and data and digital strategies (see page 28) nContinued to transition Board skill sets from transformation to growth, adding two new directors to the Board (see page 16) nImplemented a revamped director orientation program (see page 26) nAdopted new statement on director expectations (see page 23) nReviewed and revised governance documents, including updating the Risk Committee charter and amending the Corporate Governance Guidelines to remove the mandatory retirement age for directors and provide additional flexibility in committee chair rotation (see page 23) nEnhanced disclosure regarding Lead Independent Director responsibilities and succession planning based on feedback from investors (see pages 25 and 29) nSimplified the structure of our short-term incentive program to reflect our less complex operating structure with one company performance scorecard applicable to all plan participants (see page 53)




Delivered Strong Financial Performance Driven by Underwriting Excellence nProduced strong calendar year combined ratio of 91.8 and accident year combined ratio, as adjusted(1) of 88.2. nDelivered $1.9 billion of underwriting income, which contributed to over $7 billion of cumulative underwriting income 2021-2024. nGenerated net premiums written of $23.9 billion, supported by new business growth, strong retention and rate discipline. nAchieved 23 percent Net investment income growth year-over-year. nExpanded capabilities in the non-admitted ultra and high-net-worth market through exclusive wholesale distribution partnership between Private Client Select and Ryan Specialty.	Completed Multi-Year Strategies to Direct Focus to Core Businesses nDeconsolidated Corebridge Financial, Inc. and reduced our ownership of Corebridge common stock to 22.7 percent as of December 31, 2024 for aggregate gross proceeds of $6.0 billion through various sale transactions. nDivested Personal Travel Business for $600 million plus additional earn-out consideration, further enhancing our financial flexibility and sculpting our portfolio of businesses. nLed the launch of Lloyd’s Syndicate 2478 through multi-year Blackstone Inc. strategic relationship as part of our outwards reinsurance program.	Continued Balanced Capital Management Supporting Financial Strength, Growth and Shareholder Return nReduced general borrowings by $1.6 billion, which resulted in a debt-to-capital ratio of 17.0 percent at year-end. nRepurchased $6.6 billion of common stock, reducing outstanding shares by 12 percent. nPaid $1.0 billion in common stock dividends and increased quarterly common stock dividend amount by double digit percentage for the second consecutive year. nEnded 2024 with parent liquidity of $7.7 billion.



			Board Leadership			nMr. Rice serves as Lead Independent Director to the Board nAll members of Board committees are independent


			Board Evaluations			nAnnual Board Committee and individual director evaluations to facilitate ongoing, systematic examination of effectiveness and accountability


			Director Independence			nOur Board has determined that all director nominees, other than Mr. Zaffino, are independent nBoard Committees are independent under the applicable standards of the NYSE and any other applicable law, rule or regulation nOur Corporate Governance Guidelines require that at least two-thirds of the Board be independent under the applicable standards of the NYSE


			Annual Elections			nAll of our directors are elected annually


			Overboarding Policy			nA director may not serve on the boards of more than three other public companies (other than AIG Parent or a company in which AIG has a significant equity interest) absent special circumstances nA director who is an executive officer of another public company may not serve on the board of more than one public company (other than AIG and the public company for which such director serves as an executive officer) nA member of the Audit Committee may not serve on more than two audit committees of other public companies nThe CEO may not serve on the board of more than one public company, other than a company in which AIG has a significant equity interest


			Risk Oversight			nThe Board, directly or through its committees, oversees risk management policies and practices, including our risk appetite statement, and regularly discusses risk-related issues


			Proxy Access			nWe have adopted a proxy access right applying corporate best practices, allowing shareholders to include director nominations in our Proxy Statement


			Right to Call Special Meeting			nShareholders holding 25 percent of voting stock can call special meetings


			Action by Written Consent			nShareholders can act by written consent


			Majority Voting Standard			nEach of our directors is elected by a majority of the votes cast in an uncontested election nIncumbent directors are required to submit irrevocable resignations prior to being nominated for re-election that becomes effective upon the nominee's failure to receive the required vote and the Board's acceptance of such resignation


			Voting Rights			nShareholders have equal voting rights per share


			Shareholder Engagement			nWe prioritize a program of regular engagement with our shareholders regarding matters of corporate governance and executive compensation


			Shareholders Provided Feedback on the Key Topics Below
			nChairman & CEO performance, expressing high regard nExecutive compensation, including special awards and plan design nLong-term succession planning for key positions nSustainability goals nStrategic transactions, such as the Corebridge deconsolidation nBoard refreshment and tenure nBoard leadership structure, including positive feedback on our robust Lead Independent Director responsibilities



What am I voting on? The Board is seeking your support for the election of the twelve individuals nominated to serve on the Board until the 2026 Annual Meeting or until a successor is duly qualified and elected. Our director nominees hold and have held senior positions as leaders of various large and complex global businesses. Our nominees have been chief executive officers, chief financial officers, chief information officers, senior executives with financial services, insurance, media, technology, private equity and industrial firms, senior government officials and a military officer. Through these roles, our nominees have developed expertise in such areas as insurance, financial services, international business operations, risk management, corporate governance, M&A, technology, data and digital strategies, cybersecurity and human capital management. With this blend of skills and experience, our nominees bring fresh perspectives and a seasoned and practical approach to Board deliberations and oversight. Each director nominee is independent except for our Chairman & CEO, Mr. Zaffino. Detailed biographical information for each director nominee follows. We have included the key experiences and qualifications and skills, including other US public company directorships, that our nominees bring to the Board. Each director nominee is currently a director on the Board and has consented to being named as a nominee in the proxy materials and to serve if elected. Voting Recommendation The Board unanimously recommends a vote FOR each of the nominees for election to the Board at the 2025 Annual Meeting.



			Insurance Experience working in the insurance industry, particularly property and casualty


			Financial Services Experience in the non-insurance financial services industry, including banking and financial markets


			Business Transformation Experience leading or overseeing successful long-term business transformations and corporate restructurings at scale or significant acquisitions and integrations


			Public Company Executive Leadership Experience in a significant leadership position at a public company, such as a chief executive officer, chief financial officer or other senior leadership role


			Risk Management Experience with the identification, assessment and oversight of enterprise risk management programs and best practices, including those relating to operational risks and cyber risks


			Regulatory/Government Experience working in highly regulated industries and/or as a regulator or other government official


			Financial Reporting/Accounting Experience with financial reporting, accounting or auditing processes and standards


			International Experience Experience managing or overseeing businesses outside the U.S. and/or working or living in countries outside the U.S.


			Technology/Cyber Experience with oversight, development and adoption of technology, including artificial intelligence, and management of related issues and risks, including information security, cybersecurity and data management


			Digital Knowledge of or experience with digital transformations and digital workflows, as well as related issues and risks


			Sustainability Experience with environmental, sustainability and governance-related issues


All of our non-management directors are independent under the NYSE listing standards. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that the director has no material relationships with the Company, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Company.
			All director nominees are independent except for the Chairman & Chief Executive Officer


			CAREER HIGHLIGHTS nState Street Corporation (financial services company) —Senior Managing Director, Head of EMEA Asset Owners Sector Solutions, 2013 to 2014 —Senior Managing Director, Head of Client Relationship Management, Global Markets, 2011 to 2013 —Senior Managing Director, Global Head of Equity Distribution, 2008 to 2010 —Various positions, 2003 to 2008 nCredit Suisse First Boston —Director, Equity Sales, 1998 to 2003 nSanpaolo IMI S.p.A —Director, Head of Equities, 1995 to 1998 nGoldman Sachs —Executive Director, Equity Research, 1989 to 1995 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone
¢ Independent Age: 63 Director since: 2022 COMMITTEES nAudit (Financial Expert) nRisk

Key Experience and Qualifications: In light of Ms. Bergamaschi’s experience as a financial services executive with deep international expertise in capital markets, global banking, financial reporting and risk and international regulatory oversight, the Board has concluded that Ms. Bergamaschi should be re-elected.


			CAREER HIGHLIGHTS nThe Jasco Group, LLC (investment management firm) —Chairman & Chief Executive Officer, since 2017 nU.S. Department of Education —Delegated Deputy Secretary of Education & General Counsel, 2016 to 2017 —General Counsel, 2014 to 2017 —Senior Advisor to the Secretary, 2014 nU.S. Department of Transportation —Deputy General Counsel, 2011 to 2014 nWachtell, Lipton, Rosen & Katz —Partner, 2004 to 2011 —Associate, 1996 to 2004 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone
¢ Independent Age: 56 Director since: 2021 COMMITTEES nNominating and Corporate Governance (Chair)

Key Experience and Qualifications: In light of Mr. Cole’s considerable public policy, government and investment portfolio management experience, as well as his professional experience as a corporate lawyer advising multinational corporations on their strategic transactions and corporate governance matters, the Board has concluded that Mr. Cole should be re-elected.



Table of Contents


Paola Bergamaschi


James Cole, Jr.


James (Jimmy) Dunne III


			CAREER HIGHLIGHTS nPiper Sandler Co. (investment bank) —Vice Chairman and Senior Managing Principal, since 2020 nSandler O'Neill & Partners, L.P. —Founding Partner, 1988 to 2020 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone
¢ Independent Age: 68 Director since: 2023 COMMITTEES nCompensation and Management Resources

Key Experience and Qualifications: In light of Mr. Dunne’s expertise in investment banking, management and financial sector services and three decades of experience in advising companies on business transformations, the Board has concluded that Mr. Dunne should be re-elected.


			CAREER HIGHLIGHTS nPaladin Capital Group (cyber venture capital investment firm) —Senior Strategic Advisor, since 2023 nU.S. National Cyber Director, 2021 to 2023 nCommissioner, U.S. Cyberspace Solarium Commission, 2019 to 2020 nNational Security Agency —Deputy Director and Chief Operating Officer, 2006 to 2014 nU.S. Air Force pilot and commander at Squadron, Group and Joint Forces level(s), 1976 to 2006 —Active duty and reserves —Retired as Brigadier General and Command Pilot, U.S. Air Force OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nHuntington Bancshares Inc., 2016 to 2021 and since 2023 FORMER PUBLIC COMPANY DIRECTORSHIPS nFedEx Corporation, 2015 to 2021 nKEYW Holding Corp., 2016 to 2019
¢ Independent Age: 70 Director since: 2024 COMMITTEES nRisk

Key Experience and Qualifications: In light of Mr. Inglis’s broad and considerable experience in technology, cybersecurity, information security and data management, as well as public policy and government, the Board has concluded that Mr. Inglis should be re-elected.


			CAREER HIGHLIGHTS nSpringbank Collective (venture capital firm) —Co-Founder and Managing Partner, 2019 to present nMarsh & McLennan Companies, Inc. —Chief Financial Officer of Marsh, LLC and other Marsh subsidiaries, 2013 to 2017 nNew York Stock Exchange Euronext —Head of Corporate Strategy and M&A, 2009 to 2013 —Corporate Development, 2004 to 2005, 2007 to 2009 nGoldman Sachs —Various positions, 2001 to 2004 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone
¢ Independent Age: 45 Director since: 2024

Key Experience and Qualifications: In light of Ms. Leimkuhler’s extensive background in financial services, including the global insurance industry, and her experience with investment portfolio management, business transformations and digital strategies, finance and accounting, the Board has concluded that Ms. Leimkuhler should be elected.


			CAREER HIGHLIGHTS nCadore Group, LLC (management and IT consulting) —CEO & President, 2015 to present nNorthrop Grumman Corporation —Corporate Vice President, Operations, 2013 to 2015 —Corporate Vice President & President, Information Systems and Information Technology sectors, 2008 to 2012 —President of the Civilian Agencies Group, 2006 to 2007 —Vice President of Operations and Process, Information Technology Sector, 2003 to 2006 nTRW, Inc. —Various positions, 1979 to 2002, including Vice President of Information Systems and Processes OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNavient Corporation (non-executive chair), since 2014
¢ Independent Age: 75 Director since: 2015 COMMITTEES nCompensation and Management Resources (Chair) nRisk

Key Experience and Qualifications: In light of Ms. Mills’ experience with large and complex international operations, risk and financial management, information technology and cybersecurity, and her prior management of a significant line of business, the Board has concluded that Ms. Mills should be re-elected.


			CAREER HIGHLIGHTS nRocksolid Holdings, LLC (private equity) —Managing Director, 2007 to present nUnited States Golf Association —President, 2016 to 2018 —Vice President, 2014 to 2015 —Treasurer, 2013 to 2014 nGeorgia Research Alliance Venture Fund —Managing Director, 2012 to 2015 nChartwell Capital Management Co., Inc. —Managing Director, 1997 to 2007 nTribune Media Company, 1979 to 1995 —Chief Revenue Officer and Senior Vice President, Advertising and Marketing, The Baltimore Sun Company, 1992 to 1995 —Various positions, 1979 to 1992 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nAtlanta Braves Holdings, Inc., since 2023 nSynovus Financial Corp., since 2017 nLandstar System, Inc. (non-executive chair), since 1998 FORMER PUBLIC COMPANY DIRECTORSHIPS nCTS Corporation, 2010 to 2020
¢ Independent Age: 68 Director since: 2023 COMMITTEES nCompensation and Management Resources nNominating and Corporate Governance

Key Experience and Qualifications: In light of Ms. Murphy’s significant experience in leading complex companies through strategic and organizational change and serving as a public company director, as well as her background in media, communications and marketing, the Board has concluded that Ms. Murphy should be re-elected.


			CAREER HIGHLIGHTS nSalesforce.com, Inc. (customer relationship management technology) —Executive Vice President and Chief Information Officer, since 2022 nUnited Parcel Service, Inc., 1990 to 2022 —Various leadership positions, including serving as Chief Information and Engineering Officer from April 2017 to March 2022 and Chief Information Officer from March 2016 to April 2017 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nWabtec Corporation, since 2025 nThe Hershey Company, since 2020
¢ Independent Age: 58 Director since: 2025

Key Experience and Qualifications: In light of Mr. Perez’s expertise in leveraging performance-enhancing strategies across operations and operational planning, as well as his technology skills and capabilities and experience leading data and digital strategies, the Board has concluded that Mr. Perez should be elected.


			CAREER HIGHLIGHTS nXL Group Ltd (insurance and reinsurance) —Senior Advisor to the Chief Executive Officer, 2017 to 2018 —Executive Vice President & Chief Financial Officer, 2011 to 2017 nErnst & Young LLP —Global Insurance Industry Leader, 1999 through 2011 nConsolidated International Group —President & Chief Executive Officer, 1998 to 1999 nZurich Insurance Group —Chief Financial Officer & Chief Operating Officer of Zurich Re Centre, 1993 to 1998 nErnst & Young LLP —Auditor, 1978 to 1993 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone
¢ Independent Age: 68 Director since: 2019 COMMITTEES nAudit (Chair)

Key Experience and Qualifications: In light of Mr. Porrino’s professional experience related to the global insurance industry, as well as his experience in finance, accounting and risk management, the Board has concluded that Mr. Porrino should be re-elected.


			CAREER HIGHLIGHTS nGeneral Electric Company (multinational conglomerate) —Non-Executive Chairman, GE Gas Power, 2018 to 2020 —Vice Chairman, GE, 2005 to 2018 —President & Chief Executive Officer, GE Global Growth Organization, 2010 to 2017 —Various other senior positions, including: •President & Chief Executive Officer, GE Technology Infrastructure, 2005 to 2010 •Vice Chairman, GE Industrial, 2005 to 2007 •President and Chief Executive Officer, GE Energy, 2000 to 2005 •Senior Vice President, GE Power Systems, 2000 to 2003 •Vice President, GE Transportation Systems, 1997 to 1999 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nBaker Hughes Company, since 2017
¢ Lead Independent Director Age: 68 Director since: 2022 COMMITTEES nNominating and Corporate Governance

Key Experience and Qualifications: In light of Mr. Rice’s public company leadership experience, including leading complex, global organizations and his experience in finance, operations, business transformation, technology and digital strategies, the Board has concluded that Mr. Rice should be re-elected.


			CAREER HIGHLIGHTS nGlossier, Inc. (consumer products) —Chief Financial Officer, 2019 to 2022 nOath Inc. —Chief Financial Officer, 2018 to 2019 nDropbox, Inc. —Chief Financial Officer, 2015 to 2016 nMotorola Mobility Holdings, Inc. —Chief Financial Officer, 2012 to 2014 nMarsh & McLennan Companies —Executive Vice President & Chief Financial Officer, 2008 to 2012 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nOscar Health, Inc., since 2021 nBooking Holdings Inc., since 2019 FORMER PUBLIC COMPANY DIRECTORSHIPS nUlta Beauty, Inc., 2014 to 2019 nSirius XM Holdings, Inc. 2011 to 2018
¢ Independent Age: 57 Director since: 2023 COMMITTEES nAudit (Financial Expert) nRisk (Chair)

Key Experience and Qualifications: In light of Ms. Wittman’s experience as a seasoned public company director and senior financial executive in global organizations across a range of industries, including insurance, consumer products and technology as well as her experience in risk management, the Board has concluded that Ms. Wittman should be re-elected.


			CAREER HIGHLIGHTS nAmerican International Group, Inc. —Chairman, since 2022 —Chief Executive Officer, since 2021; President, since 2020 —Executive Vice President & Global Chief Operating Officer, 2017 to 2021 —Chief Executive Officer, General Insurance, 2017 to 2019 nMarsh & McLennan Companies, Inc. —Various senior positions, including: •Chairman for the Risk and Insurance Services segment, 2015 to 2017 •Chief Executive Officer of Marsh, LLC, 2011 to 2017 •President & Chief Executive Officer of Guy Carpenter, 2008 to 2011 •Guy Carpenter, 2001 to 2008 nGE Capital, 1995 to 2001 OTHER CURRENT US PUBLIC COMPANY DIRECTORSHIPS nNone FORMER PUBLIC COMPANY DIRECTORSHIPS nCorebridge Financial, Inc. (chair), 2021 to 2024
¢ Chairman & Chief Executive Officer Age: 58 Director since: 2020

Key Experiences and Qualifications: In light of Mr. Zaffino’s deep insurance expertise, leadership capabilities, financial, operational and transformation skills, and his continued exceptional performance as our CEO, the Board has concluded that Mr. Zaffino should be re-elected.


Responsibility	Chairman	Lead Independent Director

Provide leadership to the Board in its oversight of management	n


Chair meetings of the Board and the annual shareholder meeting	n


Communicate with shareholders, government officials and other stakeholders	n	n


Set agendas for, and schedule meetings of, the Board	n	n


Review and approve agendas for each committee of the Board and coordinate with the committee chairs to schedule committee meetings	n


Review the quality, quantity, appropriateness and timeliness of information provided to the Board	n	n


Confer regularly with the Lead Independent Director on matters of importance, including with respect to management, operational and other business developments that may require action or oversight by the Board	n


Provide advice, guidance and assistance to the Chairman		n


Call and chair the executive sessions of the independent directors, in conjunction with each regularly scheduled meeting of the Board, and call and chair additional executive sessions and meetings of the independent directors, as needed		n


Coordinate with the chair of the NCGC with respect to identifying and evaluating candidates qualified to serve as directors on the Board	n	n


Coordinate with the chair of the NCGC with respect to the format and process for the performance evaluations of the Board and its committees	n	n


Chair meetings of the Board in the absence of the Chairman		n


Serve as a liaison and facilitate communication between the Chairman and the Independent Directors		n


Confer regularly with the Chairman on matters of importance that may require action or oversight by the Board		n


Carrying out such other duties as are requested by the independent directors, the Board, or any of its committees from time to time		n



How it Worked in 2024			nThe NCGC approved the format and process for the performance evaluations for the Board committees and Individual directors. nThe performance evaluations were part of a thorough process, including self-assessments in executive sessions and interviews by the Lead Independent Director and the NCGC Chair. nThe Lead Independent Director and NCGC Chair reported to the full Board on the performance evaluations and feedback received, and led a discussion of opportunities for refinement and change.



How Performance Evaluations Contribute to Board Performance			nThe self-assessments are intended to collect the perspectives of each director and assess various indicators of effective governance, including Board size and composition, communication among directors, Board dynamics and director onboarding. nThe performance evaluation process has in the past led to Board refreshment actions, further evolved the evaluation process, streamlined Board and committee meeting materials and agendas and improved meeting discussions.



Board of Directors The Board, directly or through its committees, oversees our risk management policies and practices, including our risk appetite statement, and regularly discusses risk-related issues. The Board oversees the management of risk, including those related to insurance, market, credit, capital, liquidity, operational, technology and business and strategy, through the complementary functioning of the committees.



Management Management has the day-to-day responsibility for assessing and managing our risk exposure, and the Board and its committees provide oversight in connection with those efforts, with particular focus on reviewing our most significant existing and emerging risks.


MEMBERS Peter R. Porrino, Chair Paola Bergamaschi Vanessa A. Wittman 7 MEETINGS HELD IN 2024			PRIMARY RESPONSIBILITIES nAssists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function nReviews and discusses with management major financial risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies nAssists the Board in its evaluation of the qualifications, performance and independence of the independent auditor, including responsibility for the appointment, compensation, retention and oversight of the firm's work nAssists the Board in its oversight of the performance of our internal audit function, including responsibility for the appointment, replacement, reassignment or dismissal of, and being involved in the performance reviews of, our chief internal auditor nAssists the Board in its oversight of compliance with regulatory requirements, including reviewing periodically with management any significant legal, compliance and regulatory matters that have arisen or that may have a material impact on our business, financial statements or compliance policies, relations with regulators and governmental agencies and any material reports or inquiries from regulators and government agencies nApproves regular, periodic cash dividends on our common stock consistent with Board-approved dividend policies


MEMBERS Linda A. Mills, Chair James (Jimmy) Dunne III Diana M. Murphy 5 MEETINGS HELD IN 2024			PRIMARY RESPONSIBILITIES nOversees our executive compensation and benefits philosophy and policies generally, including reviewing and recommending to the Board the adoption, amendment and termination of any incentive compensation and equity-based programs that require Board approval nReviews and approves incentive award performance goals, objectives and metrics for Section 16 officers and evaluating their performance in light of those goals, objectives and metrics and, based on recommendations from the CEO, approving the compensation of Section 16 officers, including salary, incentive or equity compensation, and any special benefits and executive perquisites; and any hiring and severance or similar termination payments proposed to be made to any prospective, current or former Section 16 officer nReviews and approves annual corporate goals, objectives and metrics relevant to the compensation of the CEO and evaluates the CEO’s performance in light of those goals, objectives and metrics and determines and recommends that the Board approve the CEO's compensation based on its evaluation nEstablishes and reviews compliance with stock ownership guidelines for Section 16 officers nOversees the assessment of the risks related to compensation programs and policies nOversees human capital management practices and programs, including retention, talent development, compensation and benefits nEngages the services of an independent compensation consultant to advise on executive compensation matters


MEMBERS James Cole, Jr., Chair Diana M. Murphy John G. Rice 4 MEETINGS HELD IN 2024			PRIMARY RESPONSIBILITIES nIn consultation with the Chairman & CEO and the Lead Independent Director, identifies and evaluates candidates qualified to serve as directors, consistent with criteria set forth in the Corporate Governance Guidelines and recommends these individuals to the Board for nomination, election or appointment as members of the Board and committees nMakes recommendations to the Board regarding committee and committee chair assignments and makes recommendations to the Board as to determinations of director independence nReviews the appropriate size and composition of the Board and its committees and, where appropriate, recommends changes to the Board nOversees and reports to the Board on CEO succession planning nOversees the performance evaluation of the Board and its committees nReviews and makes recommendations to the Board regarding the form and amount of independent director compensation and the minimum stock ownership guidelines for independent directors nOversees our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to climate, sustainability, corporate social responsibility and lobbying activities


MEMBERS Vanessa A. Wittman, Chair Paola Bergamaschi John C. Inglis Linda A. Mills 2 MEETINGS HELD IN 2024			PRIMARY RESPONSIBILITIES nAssists the Board in overseeing and reviewing information regarding our enterprise risk management and overall risk framework, and management’s identification, measurement, management and reporting of key risks facing the Company nAnnually reviews, and recommends to the Board that it approve, the Risk Appetite Statement nReviews the selection and assessment of top risks, watch risks and emerging risks by the ERM group, including operational risk nReviews risk management strategies, risk mitigation strategies and controls and other matters related to the management of risks pertaining to the business nProvides input to the CEO regarding the appointment, removal and performance of the Chief Risk Officer


Highlights of our Director Compensation Program			nNo fees for Board meeting attendance nEmphasis on equity, aligning director interests with shareholders nFormulaic annual equity grants to support independence nBenchmarking against peers with advice from independent compensation consultant nNo compensation payable to non-independent directors for their service as directors nStringent director stock ownership guidelines


Base Annual Retainer			($)
Cash Retainer			125,000
Deferred Stock Units (DSUs) Award			185,000
Annual Lead Independent Director Cash Retainer			260,000

Annual Committee Chair Cash Retainers
Audit Committee			40,000
Risk Committee			40,000
Compensation and Management Resources Committee			30,000
Nominating and Corporate Governance Committee			20,000