Business Context and Reporting Period
This Form 8-K Current Report was filed by American International Group, Inc. on January 6, 2026. The filing discloses significant changes in corporate governance and executive management, specifically the planned transition of the Chief Executive Officer and the appointment of a successor.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained herein is limited to executive compensation arrangements.
- Current CEO (Peter Zaffino) 2026 Target Compensation: $25,000,000 (Base: $1.5M, STI: $6M, LTI: $17.5M).
- Executive Chair (Peter Zaffino) Future Target Compensation: $15,000,000 (Base: $1.5M, STI: $6M, LTI: $7.5M).
- CEO Elect (Eric Andersen) Initial Target Compensation: $14,000,000 (Base: $1.25M, STI: $3.25M, LTI: $9.5M).
- CEO Elect (Eric Andersen) Future CEO Target Compensation: $18,000,000 (Base: $1.5M, STI: $4M, LTI: $12.5M).
- CEO Elect (Eric Andersen) Sign-on Equity: $12,500,000 in restricted stock units vesting over three years.
Material Changes
The primary material change is the leadership transition at the executive level:
- CEO Transition: Peter Zaffino will retire as CEO by mid-2026 and transition to the role of Executive Chair.
- New Appointment: Eric Andersen will join as President and CEO Elect on February 16, 2026, reporting to Mr. Zaffino.
- Succession Timeline: Mr. Andersen is expected to succeed Mr. Zaffino as CEO and join the Board of Directors after June 1, 2026.
- Employment Terms: Mr. Zaffino's employment agreement was amended to clarify retirement notice requirements and confirm that his transition to Executive Chair does not constitute "Good Reason" for termination. A 12-month non-competition covenant applies post-employment.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business performance. Key governance and risk items include:
- Clawback Policies: All bonus, equity, and incentive compensation for both Mr. Zaffino and Mr. Andersen are subject to the Company's clawback policies.
- Transition Risk: The Board anticipates an "orderly transition period" between February and June 2026.
- Documentation: Full text of employment agreements will be filed as exhibits to the Form 10-Q for the quarter ended March 31, 2026.
Investor Verification Checklist
- Verify the exact date of Mr. Zaffino's retirement as CEO (stated as "mid-year" 2026).
- Review the full employment agreements for Mr. Zaffino and Mr. Andersen when filed in the Q1 2026 Form 10-Q.
- Confirm the vesting schedule and performance conditions for the $12.5M sign-on equity award granted to Mr. Andersen.
- Monitor the Board composition changes expected after June 1, 2026, regarding Mr. Andersen's appointment.