AMERICAN INTERNATIONAL GROUP, INC. 8-K

What Happened

• On January 6, 2026 AIG announced that Chairman & CEO Peter Zaffino will transition to Executive Chair and retire as CEO by mid‑2026. The Board expects Eric Andersen to succeed him as CEO and join the Board after June 1, 2026 following an orderly transition.
• Eric Andersen will join AIG as President and CEO Elect effective February 16, 2026. Andersen, age 60, was Senior Advisor to Aon plc’s CEO and served as Aon’s President from 2020–2025. AIG entered into related employment agreements with both executives.

Key Details

• Zaffino’s amended pay as Chairman & CEO: $25,000,000 annual target direct compensation for 2026 (base $1,500,000; short‑term incentive $6,000,000; 2026 long‑term incentive $17,500,000 — 75% performance stock units, 25% stock options).
• When Zaffino becomes Executive Chair, his annual target drops to $15,000,000 (base $1,500,000; STI $6,000,000; 2027 LTI $7,500,000 split 50% PSUs / 25% RSUs / 25% options); he will remain entitled to current benefits and will be subject to a 12‑month post‑employment non‑compete.
• Andersen’s initial 2026 target direct compensation: $14,000,000 for the full year (base $1,250,000; STI $3,250,000; 2026 LTI $9,500,000). Upon becoming CEO, his target rises to $18,000,000 (base $1,500,000; STI $4,000,000; 2027 LTI $12,500,000).
• Andersen will receive a $12,500,000 restricted stock unit award vesting 100% on the third anniversary to partially offset forfeited awards from his prior employer. All bonuses and equity awards for both executives are subject to AIG’s clawback policies.

Why It Matters

• Leadership change at the CEO level is a material governance event that can affect strategy, execution and investor confidence. The filing sets clear timing for transition steps (Feb 16 start as CEO Elect; Board seat after June 1; Zaffino retiring mid‑year).
• The compensation and equity arrangements are sizable and affect executive incentives and future expense recognition; the long‑term incentive mixes (PSUs, RSUs, options) indicate performance and retention focus.
• Investors should note the non‑competition clause, the clawback provisions, and that the board has formalized the succession plan, which reduces near‑term uncertainty about management continuity.