Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2009, American International Group, Inc. (AIG) entered into an
agreement with Robert H. Benmosche establishing his compensation as President
and Chief Executive Officer of AIG.
Under the agreement, Mr. Benmosche will receive an annual salary of
$7 million, consisting of $3 million in cash and $4 million in fully-vested
common stock of AIG. The after-tax shares granted to Mr. Benmosche will not be
transferable for a period of five years except as AIG's Compensation and
Management Resources Committee may approve in the case of death or disability.
In addition, Mr. Benmosche will be eligible to receive a performance-based,
long-term incentive award of up to $3.5 million each year (prorated for 2009) in
the form of stock or phantom stock units in AIG. The amount and form will be
determined in the discretion of the Compensation and Management Resources
Committee based on its evaluation of Mr. Benmosche's performance and will be
subject to vesting, transfer, and payout restrictions established by applicable
Troubled Asset Relief Program (TARP) regulations. Mr. Benmosche will not be
entitled to any severance on termination of his employment for any reason.
The Special Master for TARP Executive Compensation has expressed approval in
principle regarding the structure and amount of Mr. Benmosche's compensation
arrangements. The agreement between AIG and Mr. Benmosche has been submitted for
review and approval as part of the process required by applicable TARP
regulations.
A copy of the agreement between AIG and Mr. Benmosche is filed herewith as
Exhibit 10.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Chairman and Chief Executive Officer Search Committee (Search Committee)
of the Board of Directors of AIG, which held meetings on June 2, June 10,
June 29, July 14, July 15 and July 21, 2009, considered and recommended to the
Nominating and Corporate Governance Committee and the Board of Directors
Mr. Benmosche for the positions of President, Chief Executive Officer and
Director of AIG. During the months of June and July 2009, the members of the
Search Committee and its advisors also met separately and in groups and in
person and by telephone with Mr. Benmosche and other Chief Executive Officer
candidates. The Nominating and Corporate Governance Committee of the Board of
Directors met on August 3, 2009 to discuss Mr. Benmosche's candidacy. The Board
of Directors met on July 30 and August 3, 2009 to consider the election of
Mr. Benmosche as President, Chief Executive Officer and a Director of AIG and,
on August 3, 2009, elected Mr. Benmosche to these positions. During this
process, the Board, the Search Committee and the Nominating and Corporate
Governance Committee conducted a thorough review of Mr. Benmosche's
qualifications as well as those of other potential candidates, and also
discussed, among other things, issues relating to Mr. Benmosche's interests in
MetLife, Inc. On August 16, 2009, the Board of Directors adopted the Related
Party Guidelines with Respect to Robert Benmosche's Interests in MetLife, Inc.
(the Guidelines). A copy of the Guidelines is filed herewith as Exhibit 99.1 and
is incorporated by reference herein.
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