Form 4: AIG Director Diana Murphy Receives Additional Deferred Stock Units as Dividend Equivalents

American International Group, Inc. (AIG) Director Diana M. Murphy has acquired 46 additional deferred stock units (DSUs) representing dividend equivalent rights, increasing her total beneficial ownership to 8,961 DSUs.

Summary

• Diana M. Murphy, a Director of American International Group, Inc. (AIG), acquired 46 Deferred Stock Units (DSUs).
• These DSUs represent dividend equivalent rights related to previously awarded DSUs under the AIG 2021 Omnibus Incentive Plan.
• The transaction date for this acquisition was July 1, 2025.
• The DSUs, along with the underlying previously awarded DSUs, will be settled in shares of AIG common stock on a 1-to-1 basis.
• Settlement is scheduled for the last trading day of the month in which the director's service on the Board of Directors ends, unless a deferral election is made.
• Following this transaction, Ms. Murphy beneficially owns a total of 8,961 DSUs.

Sentiment

Score: 6

Explanation: The document reports a routine, positive event for the director (acquisition of dividend equivalents) which is a standard part of director compensation. It indicates ongoing alignment of director interests with the company's performance but does not contain information that would significantly alter the company's financial outlook or market perception.

Positives

• Director Diana M. Murphy received additional compensation in the form of 46 Deferred Stock Units (DSUs), reflecting dividend equivalent rights on her existing holdings.
• The acquisition of DSUs aligns the director's interests with shareholders by increasing her equity exposure to AIG.

Negatives

• No negative information is disclosed in this routine insider transaction filing.

Risks

• No specific risks are mentioned in this document.

Future Outlook

The acquired Deferred Stock Units (DSUs) and previously granted DSUs are scheduled to be settled in shares of AIG common stock on a 1-to-1 basis on the last trading day of the month in which the director's service on the Board of Directors ends, unless the director elects to defer the vesting date.

Management Comments

• "This award represents dividend equivalent rights in the form of deferred stock units ('DSUs') that are related to the DSUs previously awarded to the reporting person under the American International Group, Inc. ('AIG') 2021 Omnibus Incentive Plan (the '2021 Plan') as compensation for service as a non-employee director."
• "Under such plan and the related award agreements, these DSUs -along with the underlying previously awarded DSUs -will be settled in shares of AIG common stock on a 1-to-1 basis on the last trading day of the month in which the director's service on the Board of Directors ends, unless the director has elected to defer the vesting date."

Industry Context

The acquisition of dividend equivalent rights in the form of deferred stock units is a common practice in corporate governance, particularly for non-employee directors. This mechanism allows companies to provide equity-based compensation that aligns directors' interests with long-term shareholder value, while deferring the actual share issuance until the director's service concludes or a specified future date. This is a standard component of director compensation packages across various industries.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) as a form of non-employee director compensation, including dividend equivalents, is a widely adopted practice among large publicly traded companies, including those in the financial services sector like AIG.
• Many companies, such as JPMorgan Chase & Co. (JPM) and Bank of America Corporation (BAC), utilize similar equity-based compensation plans for their non-executive directors to align their interests with long-term shareholder returns.
• The 1-to-1 settlement ratio of DSUs to common stock is standard, ensuring direct alignment with the underlying share value.
• The deferral of settlement until the end of service or an elected later date is also a common feature, often used for tax planning purposes for the director and to encourage long-term commitment.

Related Party Transactions

• The acquisition of Deferred Stock Units (DSUs) by Director Diana M. Murphy from American International Group, Inc. (AIG) constitutes a related party transaction, as it involves compensation provided by the company to a member of its Board of Directors. This is a standard and disclosed compensation arrangement under the AIG 2021 Omnibus Incentive Plan.

Stakeholder Impact

• Shareholders: Minor potential for future dilution upon DSU settlement, but this is a standard and expected part of equity compensation plans. The transaction aligns the director's interests with shareholder value.
• Employees: No direct impact on employees.
• Customers: No direct impact on customers.
• Suppliers: No direct impact on suppliers.
• Creditors: No direct impact on creditors.

Next Steps

• Settlement of the acquired Deferred Stock Units (DSUs) and previously granted DSUs into AIG common stock on a 1-to-1 basis.
• The settlement will occur on the last trading day of the month in which Director Diana M. Murphy's service on the Board of Directors ends, unless she elects to defer the vesting date.

Key Dates

Keywords

American International Group, AIG, Diana M. Murphy, Deferred Stock Units, DSUs, Dividend Equivalents, Insider Transaction, SEC Form 4, Director Compensation, Equity Compensation