Diana M. Murphy
AMERICAN INTERNATIONAL GROUPAbout Diana M. Murphy
Independent director at AIG since 2023; age 68. Career spans private equity (Rocksolid Holdings), venture capital, media/marketing (Tribune/Baltimore Sun), and sports governance (USGA President). Current public boards include Landstar System (non-executive chair), Synovus Financial, and Atlanta Braves Holdings. AIG classifies her as independent; she serves on the Compensation & Management Resources Committee (CMRC) and the Nominating & Corporate Governance Committee (NCGC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocksolid Holdings, LLC | Managing Director | 2007–present | Private equity leadership and strategic oversight |
| United States Golf Association | President (2016–2018); Vice President (2014–2015); Treasurer (2013–2014) | 2013–2018 | National governance/oversight; stakeholder engagement |
| Georgia Research Alliance Venture Fund | Managing Director | 2012–2015 | Early-stage investment management |
| Chartwell Capital Management Co., Inc. | Managing Director | 1997–2007 | Asset management leadership |
| Tribune Media Company / The Baltimore Sun | CRO & SVP, Advertising & Marketing; various roles | 1979–1995 | P&L leadership and marketing transformations |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Landstar System, Inc. | Non-Executive Chair; Director | 1998 | Transportation/logistics; potential industry adjacency, not a direct AIG peer |
| Synovus Financial Corp. | Director | 2017 | Regional banking/financial services |
| Atlanta Braves Holdings, Inc. | Director | 2023 | Sports/entertainment |
| Former: CTS Corporation | Director | 2010–2020 | Electronics components (former) |
Board Governance
- Independence: All non-management directors, including Murphy, are independent under NYSE standards; Board reaffirms no material relationships.
- Committee assignments (2024): CMRC member (5 meetings in 2024); NCGC member (4 meetings in 2024).
- Attendance and engagement: In 2024 the Board held 10 meetings and committees held 18; directors averaged 98% attendance; independent directors hold executive sessions at each regular meeting; directors are expected to attend the annual meeting and did so in 2024.
- Overboarding policy: AIG limits service to no more than three other public company boards. Murphy sits on three other public boards (Landstar, Synovus, Atlanta Braves), which meets the guideline.
- Leadership structure: Lead Independent Director role with defined authorities; independent-only committee composition.
Fixed Compensation (Director)
AIG director pay philosophy emphasizes cash retainers and formulaic DSUs; no meeting fees.
| Component | Amount/Terms |
|---|---|
| Base annual cash retainer | $125,000 |
| Annual DSU award (grant at AGM) | $185,000; dividend equivalent DSUs; settled in stock after board service ends |
| Lead Independent Director cash retainer | $260,000 (if applicable) |
| Committee Chair retainers | Audit $40,000; Risk $40,000; CMRC $30,000; NCGC $20,000 |
| Matching Grants Program | 2:1 match on charitable donations up to $10,000/year |
| Ownership guideline | Hold AIG stock/DSUs ≥ 5× base retainer; retain shares until met |
| Hedging/pledging | Prohibited; none of the directors have pledged AIG securities |
| Equity award settlement | Director equity awards not paid until retirement from the Board |
Murphy’s reported director compensation:
| Year | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 99,306 | 213,334 | 0 | 312,640 |
| 2024 | 125,000 | 184,942 | 0 | 309,942 |
Performance Compensation (CMRC Oversight Context)
Directors do not receive performance-based pay; however, Murphy sits on the CMRC that oversees executive incentive design. AIG’s 2024 company STI scorecard and outcomes:
| Metric (25% each) | Threshold (50%) | Target (100%) | Stretch (125%) | Max (150%) | Actual | % Achieved | Weighted % |
|---|---|---|---|---|---|---|---|
| AYCR, as adjusted | 91.0% | 89.5% | 88.7% | 87.9% | 88.2% | 139% | 35% |
| Diluted AATI per share* | $4.00 | $4.40 | $4.75 | $5.10 | $4.93 | 138% | 35% |
| Adjusted ROE* | 5.7% | 6.1% | 6.4% | 6.8% | 6.7% | 141% | 35% |
| AIG Parent GOE Exit Run-Rate* | $725M | $675M | $625M | $575M | $548M | 150% | 38% |
| Company Performance Score | 143% |
PSU design metrics (2024 grant) are equally weighted among Diluted AATI per share*, GOE exit run-rate*, AYCR (as adj.)*, and relative TSR (vs. Allianz, AXA, Chubb, CNA, Hartford, Tokio Marine, Travelers, W.R. Berkley).
Other Directorships & Interlocks
- CMRC interlocks: AIG disclosed no CMRC interlocks or insider participation in 2024 (no executive serving reciprocally on another company’s comp committee/board).
Expertise & Qualifications
- Strategic leadership and organizational change; seasoned public company board experience; media/communications/marketing background—basis for Board’s re-election rationale.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (incl. DSUs) | 6,625 shares/DSUs as of Jan 31, 2025; <1% of class |
| DSUs outstanding detail | 6,625 at Dec 31, 2024 |
| Ownership guideline | ≥5× base retainer; shares/DSUs retained until achieved |
| Hedging/pledging | Prohibited; no pledges by directors |
| Settlement | DSUs settle in AIG stock after board service ends |
Shareholder Voting Signals
- Director elections:
- 2025: For 391,795,485; Against 101,399,479; Abstain 177,650 (elected).
- 2024: For 529,486,825; Against 34,268,339; Abstain 1,371,484 (elected).
- Say-on-Pay:
- 2025: For 320,714,041; Against 172,358,604; Abstain 299,969.
- 2024: For 364,287,679; Against 197,800,535; Abstain 3,038,434.
Related-Party/Conflicts Review
- Policy: NCGC must approve related-person transactions >$120,000; considers fairness, business rationale, independence impact; certain ordinary-course insurance/financial services transactions pre-approved.
- 2024 disclosure: No related-person transactions other than ordinary-course dealings with >5% shareholders; none otherwise reported.
Governance Assessment
- Strengths:
- Independent status with dual roles on CMRC and NCGC—positions her at the center of pay design, succession planning, board refreshment, and director pay/ownership policy oversight.
- High director election support in 2025 and 2024, indicating broad investor confidence.
- Robust director pay structure alignment (meaningful equity via DSUs; strict anti-hedging/anti-pledging; 5× retainer ownership guideline; equity settled at retirement).
- CMRC disclosure of pay-for-performance rigor and consultant independence; no CMRC interlocks.
- Watch items:
- Time commitments: She serves on three other public boards; within AIG’s policy limit but a potential capacity consideration given CMRC/NCGC duties.
- Ownership alignment detail: While DSU count is disclosed, AIG does not disclose per-director guideline compliance status; unable to assess whether her holdings meet the 5× retainer threshold from public data.
RED FLAGS currently not indicated: no related-party transactions reported; no pledging; strong board-wide attendance; independent-only committees; no CMRC interlocks.
Notes: *Non-GAAP metrics used in incentive plans are defined and reconciled in AIG’s Appendix A; committee meeting counts reflect 2024.