Charles Fry
Executive Vice President, Reinsurance and Risk Capital Optimization at 
AMERICAN INTERNATIONAL GROUP
AMERICAN INTERNATIONAL GROUPExecutive
About Charles Fry
Charles “Charlie” Fry is Executive Vice President, Reinsurance & Risk Capital Optimization at AIG and a Section 16 executive officer since 2022; he is 52 years old and previously served as CEO of Acacia Holdings Ltd. (2020–2022) . His remit spans AIG’s outwards reinsurance strategy, capital-efficient portfolio optimization, and third‑party capital partnerships; 2024 individual results were rated 137% vs objectives and, combined with a 143% company score, produced a 195% of target STI payout ($3.0M), underscoring strong execution tied to underwriting performance and operational expense discipline . His long‑term incentives are linked to multi‑year metrics including Relative TSR, AYCR as adjusted, Diluted Adjusted After‑Tax Income per share, and GOE exit run‑rate, aligning pay to shareholder value creation and underwriting excellence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIG | SVP, Global Head of Reinsurance Strategy; Head of Global Portfolio Management, General Insurance | 2017–2020 | Established centralized reinsurance approach and portfolio management foundations |
| Acacia Holdings Ltd. | Chief Executive Officer | 2020–2022 | Led specialty insurance investments/operations; returned to AIG with external capital expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acacia Holdings Ltd. | Chief Executive Officer | 2020–2022 | External leadership prior to rejoining AIG; informs AIG’s third‑party capital program design |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Base Salary | $1,023,848 | UK‑based; FX conversion noted by AIG at 1.26401 for 12/2024 |
| Perquisites | $16,432 | Annual car allowance |
| Pension/Retirement Allowance | $44,367 | Cash allowance in lieu of pension (UK) |
| All Other Compensation | $67,061 | Includes pension allowance and benefits per proxy |
Performance Compensation
2024 Short‑Term Incentive (STI)
| Metric | Weighting | Target Framework | Actual (Company) | Individual (Fry) | Payout |
|---|---|---|---|---|---|
| Accident Year Combined Ratio (AYCR), as adjusted | 25% | Sub‑90% AYCR goals across the year | Included in aggregate 143% score | 137% score | 195% of target ($3,000,000) |
| Diluted Adjusted After‑Tax Income (AATI) per share | 25% | Growth vs prior year; no longer normalized | Included in aggregate 143% score | 137% score | 195% of target ($3,000,000) |
| Adjusted ROE | 25% | ROE improvement targets | Included in aggregate 143% score | 137% score | 195% of target ($3,000,000) |
| AIG Parent GOE Exit Run‑Rate | 25% | Expense reduction goals | Included in aggregate 143% score | 137% score | 195% of target ($3,000,000) |
Target STI for 2024: $1,535,772; actual payout $3,000,000 (195% of target) .
Long‑Term Incentives (LTI) – 2024 Grants
| Vehicle | Weight in LTI | Grant Detail | Vesting | Terms |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 14,676 target PSUs granted (range: threshold 7,338; max 29,352) with $1,009,782 grant date fair value | Cliff at end of 3‑year performance period (2024–2026) | Equal weighting across 4 metrics: Diluted AATI/share, GOE exit run‑rate, AYCR as adjusted, Relative TSR (25% each); payout capped at 200% |
| Stock Options | 25% | 29,231 options; exercise price $68.13; grant date 02/20/2024; fair value $512,712 | 1/3 each on 1st, 2nd, 3rd anniversaries | 10‑year term; value only for upside stock performance |
| RSUs (time‑based) | 25% | 7,338 RSUs; grant date fair value $499,938 | 1/3 each on 1st, 2nd, 3rd anniversaries | Settled in stock with dividend equivalents upon vesting |
| Special RSUs (recognition award) | N/A | 6,690 RSUs granted 07/26/2024; value $516,736 | Vest in full in July 2026 | Recognition for analytics/modeling supporting SPV and divestiture initiatives |
Historical PSU Performance (2012 cycle example disclosed for context):
| PSU Metric (2022 PSU Program) | Actual Attainment | Weighting | Weighted Contribution |
|---|---|---|---|
| Annual Improvement in AYCR, as adjusted (3 annual goals) | 200%, 200%, 157% (2022, 2023, 2024) | 50% | 32%, 34%, 27% (total 93%) |
| Diluted Normalized AATI per share (cumulative) | 200% | 40% | 80% |
| Relative TSR (3‑year) | 50% (6th place) | 10% | 5% |
| Final PSU Payout | 178% | — | — |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Equity
| Item | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned (Jan 31, 2025) | 46,076 shares | None of executive officers exceeded 1% ownership |
| Options exercisable within 60 days (included in beneficial ownership calc) | 27,003 shares | Per proxy methodology |
| Unvested RSUs (selected line items at 12/31/2024) | 7,338 (2024 RSUs); 6,690 (2024 Special RSUs); 4,216 (2023 RSUs); 9,063 (2023 Special RSUs) | Market values as disclosed: $534,206; $487,032; $306,924; $659,786, respectively |
| Unearned/Unvested PSUs (selected line items at 12/31/2024) | 22,014 (2024 PSUs); 18,972 (2023 PSUs) | Market values disclosed: $1,602,619; $1,381,161, respectively |
| Stock Options (unexercisable/exercisable) | 29,231 (2024 grant, unexercisable); 8,630 exercisable / 17,262 unexercisable (2023 grant) | Exercise prices: $68.13 (2024); $59.72 (2023); expirations: 2/20/2034; 2/21/2033 |
Ownership Guidelines and Restrictions:
- Ownership requirement: 3x base salary for executive officers; must retain 50% of net shares until threshold met; compliance for all named executives confirmed .
- Anti‑hedging and anti‑pledging: Hedging prohibited; executive officers and directors are prohibited from pledging AIG securities; none have pledged AIG stock .
2024 Vesting/Exercise Activity:
| Item | Shares | Value |
|---|---|---|
| Shares acquired on vesting (RSUs/PSUs), 2024 | 6,639 | $476,945 |
| Options exercised, 2024 | 0 | $0 |
Employment Terms
Severance and Change‑of‑Control Economics (as of 12/31/2024)
| Scenario | Annual STI ($) | Severance ($) | Medical/Life ($) | Unvested Options ($) | Unvested Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination w/o Cause | $2,196,154 | $4,666,155 | $40,000 | $362,296 | $4,090,674 | $11,355,279 |
| Resignation with Good Reason | $2,196,154 | $4,666,155 | $40,000 | — | — | $6,902,309 |
| Qualifying Termination post Change‑in‑Control | $2,196,154 | $6,221,540 | $40,000 | $362,296 | $4,090,674 | $12,910,664 |
| Death | $1,535,772 | — | — | $362,296 | $4,090,674 | $5,988,742 |
| Disability | $2,196,154 | — | — | $362,296 | $4,090,674 | $6,649,124 |
Plan/Policy Mechanics:
- Long‑Term Incentive Plan (amended Oct 15, 2025): Double‑trigger vesting on Change‑in‑Control followed by involuntary termination without cause or resignation for good reason within 24 months; PSUs vest at target (or actual through CoC date if determined), RSUs vest in full, and options vest per terms; options remain exercisable for remainder of term .
- General termination: Unvested awards forfeit except as provided; vested options remain exercisable per award agreements; termination for cause forfeits all options .
- Release of Claims and Restrictive Covenants: Vesting/delivery post termination requires execution of a release including confidentiality, non‑disparagement, 12‑month non‑solicit of employees, and non‑compete terms (at least 6 months post‑retirement; non‑compete specified for ESP‑eligible involuntary terminations/good reason resignations) .
- Executive Severance Plan (ESP): Applies to executives other than the CEO; proxy quantification table reflects ESP benefits for Fry under various scenarios .
Clawbacks and Risk Controls:
- Clawback Policy (amended 2023): Covers current/former executive officers and LTI recipients; triggers include material restatement, materially inaccurate metrics, risk management failure, material financial/reputational harm, and restrictive covenant breaches; recovery spans unpaid awards and paid compensation within 12 months (extended if required) . No clawback actions were required in 2024 .
- Financial Restatement Clawback (2023): Applies to Section 16 officers; covers incentive compensation over the prior three fiscal years upon “Big R/little r” restatements; administered by CMRC; no actions required in 2024 .
Compensation Structure vs Performance Metrics
2024 Target Direct Compensation and Mix:
| Component | Target (USD) |
|---|---|
| Base Salary | $1,023,848 |
| Target STI | $1,535,772 |
| Target LTI | $2,050,856 |
| Target Direct Compensation | $4,610,476 |
2024 Actual Awards:
| Component | Actual (USD) |
|---|---|
| STI Paid | $3,000,000 (195% of target) |
| LTI Granted (Target‑based mix) | $2,050,856 |
| Stock Awards (ASC 718) | $2,026,456 |
| Option Awards (ASC 718) | $512,712 |
LTI PSU Metrics and Weighting (2024 program):
- 25% Diluted AATI per share growth (no longer normalized)
- 25% GOE exit run‑rate improvement
- 25% AYCR, as adjusted (sustaining sub‑90%)
- 25% Relative TSR vs peer group (AXA, Allianz, Chubb, CNA, Hartford, Tokio Marine, Travelers, W.R. Berkley)
2025 PSU Program Update (context for forward‑looking award design):
- Five equally weighted metrics: CYCR (including cats) relative to GI peers; AYCR as adjusted; Adjusted Tangible Book Value per share growth; Diluted AATI per share growth; TSR relative to GI peers; vesting January 1, 2028 .
Track Record, Value Creation, and Execution Risk
- Reinsurance optimization: Developed structures and placements for 40+ treaties, ceding ~$5.0B of premium to manage volatility; improved ceding commissions on major proportional treaties; drove 39% reduction in organizational expense over two years .
- Third‑party capital: Led launch of Lloyd’s Syndicate 2478 (stamp capacity $715M for 2025) supported by Blackstone via London Bridge 2 PCC, providing long‑term exclusive reinsurance to AIG and fee income potential; highlighted as second‑largest new Lloyd’s syndicate by capacity in recent history .
- Structural improvements: At Investor Day, detailed evolution from decentralized 2017 cat structure to today’s program with lower, reinstatable retentions (e.g., NA ~$500M; Japan ~$200M; single retention across Japan P&C; aggregate cover emphasizing frequency and secondary perils sublimit $450M) to protect first/second/third events, underscoring resilience in high‑loss cat regimes .
- Portfolio optimization and AI: Fry’s area integrated with underwriting, distribution, and AI‑enabled operational reforms to accelerate growth while maintaining underwriting discipline, consistent with AIG’s enterprise strategy .
Equity Ownership & Alignment Analysis
- Skin‑in‑the‑game: 46,076 shares beneficially owned; options exercisable within 60 days equal 27,003 shares, plus a layered stack of unvested RSUs/PSUs, supporting long‑term alignment .
- Ownership policy compliance: Meets 3x salary guideline; must retain 50% of net shares until threshold; post‑employment compliance for six months .
- Risk controls: Hedging and pledging prohibited; none pledged; robust clawbacks beyond NYSE requirements .
Employment Contracts, Severance & CoC
- ESP participation: Material cash severance and continued equity treatment upon qualifying terminations, with higher severance under change‑of‑control scenarios; 12/31/2024 quantified values above .
- Double trigger: Equity accelerates for PSUs/RSUs/options upon CoC followed by involuntary termination/good reason within 24 months; PSUs at target or actual to CoC date; RSUs vest in full; options vest and remain exercisable for remaining term .
- Restrictive covenants: Required release with non‑compete (≥6 months for retirements), confidentiality, non‑disparagement, and 12‑month non‑solicit of employees to receive equity delivery and certain STI post‑termination .
Compensation Structure Analysis
- Mix: At least 77.8% of named executive target compensation at risk; LTI dominates Fry’s equity mix with majority performance‑based (PSUs/options) and time‑based RSUs for retention .
- PSU metric changes: Increased Relative TSR weight to 25% in 2024; removed normalization from Diluted AATI/share, tightening rigor and transparency .
- Special awards: Targeted, clearly disclosed rationale (analytics/modeling supporting SPV and strategic initiatives) and vesting; CMRC emphasizes restraint and alignment in use of specials .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support improved; investors favored simplified incentive scorecards and transparency; CMRC affirmed majority variable pay and performance balance .
Investment Implications
- Strong alignment: Fry’s incentives are explicitly linked to underwriting quality (AYCR), expense discipline (GOE run‑rate), earnings growth (AATI/share), and Relative TSR, aligning cash and equity payouts with shareholder value creation and risk‑balanced performance .
- Retention: Multi‑year vesting of RSUs/options and significant unearned PSUs reduce near‑term selling pressure; 2024 showed zero option exercises and modest RSU/PSU vestings, suggesting continued retention alignment .
- Change‑of‑control optics: Double‑trigger equity acceleration and enhanced severance could be material; however, rigorous clawbacks, non‑compete and non‑solicit covenants mitigate adverse incentives and protect AIG in transition scenarios .
- Execution signals: Launch of Syndicate 2478 with Blackstone, improved reinsurance structure (lower retentions, reinstatable limits, frequency‑focused aggregate), and demonstrated STI outperformance indicate operational confidence and value creation in Fry’s domain—supporting underwriting profitability durability while enabling capital‑efficient growth .