Courtney Leimkuhler
AMERICAN INTERNATIONAL GROUPAbout Courtney Leimkuhler
Independent director at AIG since November 5, 2024; age 45. Co-founder and Managing Partner of Springbank Collective (2019–present), and former CFO of Marsh (a Marsh & McLennan subsidiary), with prior senior roles at NYSE Euronext (Head of Corporate Strategy & M&A) and Goldman Sachs; Harvard College and Harvard Business School (Baker Scholar). The Board determined she is independent under NYSE standards and appointed her with no committee assignment initially.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh & McLennan Companies, Inc. (Marsh, LLC and other Marsh subsidiaries) | Chief Financial Officer | 2013–2017 | Senior finance leadership in global corporate insurance brokerage |
| NYSE Euronext | Head of Corporate Strategy & M&A; Corporate Development | 2009–2013; 2004–2005, 2007–2009 | Led strategy and M&A during exchange’s transition to public markets |
| Goldman Sachs | Various positions (Investment Banking) | 2001–2004 | Early career in investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Springbank Collective (venture capital) | Co-Founder & Managing Partner | 2019–present | Manages Spring B Fund I LP via entities she controls |
| Venture-backed company boards | Director | N/A | Serves on several venture-backed company boards (names not disclosed) |
| US public company directorships | — | — | None currently |
Board Governance
- Independence: Independent director under NYSE standards; Board affirms independence of all non-management directors (only the CEO is not independent).
- Committee assignments: None as of the 2025 proxy (joined Nov 2024; committee assignments pending).
- Tenure: Director since 2024; joined November 5, 2024.
- Attendance and engagement: Board held 10 meetings and 18 committee meetings in 2024; average attendance 98% for both; policy states no director attending less than 75% of meetings for two consecutive years will be renominated absent extraordinary circumstances.
- Lead Independent Director: John G. Rice (context for board leadership structure).
Fixed Compensation
- Director pay program emphasizes equity via DSUs, with cash retainers and no meeting fees; directors may elect to receive retainers in DSUs; stringent stock ownership guideline (5× base cash retainer) and anti-hedging/pledging.
| 2024 Independent Director Compensation Structure | $ |
|---|---|
| Base annual cash retainer | 125,000 |
| Annual DSU award (granted at Annual Meeting; pro-rated if mid-year join) | 185,000 |
| Lead Independent Director retainer (cash) | 260,000 |
| Committee Chair retainers – Audit | 40,000 |
| Committee Chair retainers – Risk | 40,000 |
| Committee Chair retainers – Compensation & Management Resources | 30,000 |
| Committee Chair retainers – Nominating & Corporate Governance | 20,000 |
| Matching Grants Program (2-for-1 match up to $10,000) | Up to 10,000 match |
| Stock ownership guideline (value) | ≥5× base annual retainer |
| Hedging/Pledging | Prohibited; none of the directors have pledged AIG securities |
| 2024 Actual Compensation – Courtney Leimkuhler | Amount ($) |
|---|---|
| Fees earned or paid in cash (pro-rated from Nov 5, 2024) | 19,362 |
| Stock awards (DSUs; grant-date fair value; pro-rated) | 96,801 |
| All other compensation | 0 |
| Total | 116,163 |
Notes: DSUs include dividend equivalents; directors may defer DSUs and/or retainers; deferred DSUs are paid ratably over five years after board service ends; otherwise DSUs are paid after service ends.
Performance Compensation
- Independent director equity is formulaic DSUs (not performance-conditioned); no options or performance metrics apply to director pay.
| Incentive Metric | Applies to Independent Directors? | Disclosure |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, TSR) | No | Director equity is fixed-dollar DSUs; no performance conditions |
| Stock options | No | Not part of director program |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current US public company boards | None |
| Venture-backed boards | Serves on several venture-backed company boards (not named) |
| Potential interlock/related-party | In 2022, an AIG subsidiary committed $3,000,000 to Spring B Fund I LP (managed by Spring B Management LLC and GP controlled by Leimkuhler); approx. $1.2 million called to date; AIG pays 2.5% annual management fee on commitment and the Fund pays 20% carried interest to the GP. Evaluated under AIG’s related-person transaction policy; Board determined independence. |
Expertise & Qualifications
- Extensive financial services background, including insurance; experience in investment portfolio management, business transformations, digital strategies, finance and accounting (Board skills rationale).
- Prior senior roles in capital markets and exchange operations (NYSE Euronext); CFO experience at Marsh; venture investing leadership at Springbank.
- Education: Harvard College (AB) and Harvard Business School (MBA, Baker Scholar).
Equity Ownership
| Ownership (as of Jan 31, 2025) | Amount |
|---|---|
| Beneficial ownership – common stock/DSUs | 1,291 shares/DSUs* |
| % of shares outstanding | <1% (denoted “*” in company table) |
| DSUs outstanding at Dec 31, 2024 | 1,291 |
| Hedging/Pledging | Prohibited; directors have not pledged AIG securities |
| Director stock ownership guideline | Retain shares until ownership equals ≥5× base retainer |
*Company’s beneficial ownership table includes DSUs deferred until service ends.
Insider Trades
| Period | Filing/Transaction | Notes |
|---|---|---|
| 2024 | Delinquent Section 16(a) reports | Company disclosed late filings for certain insiders (Walsh, Inglis, Twiningdavis); no late filings noted for Leimkuhler. |
Governance Assessment
- Positives: Newly added independent director aligned with Board refreshment; deep insurance/financial and digital strategy experience; equity-based director pay with strict 5× retainer ownership guideline and anti-hedging/pledging enhances alignment.
- Engagement: Board average attendance was 98% in 2024; policy discourages low attendance; robust orientation and ongoing education program for new directors (relevant given her Nov 2024 start).
- Potential conflicts/monitoring items: AIG’s existing $3 million commitment to a Springbank-managed fund where Leimkuhler controls the manager and GP (ongoing 2.5% management fee on commitment and 20% carry to GP) presents a related-party exposure to be monitored for recusal and NCGC oversight; Board still determined independence under NYSE rules.
- Near-term considerations: No committee assignment yet as of the 2025 proxy (integration and committee placement to watch); current ownership level reflects recent appointment with pro-rated DSU grant.