James Cole, Jr.
AMERICAN INTERNATIONAL GROUPAbout James Cole, Jr.
James Cole, Jr. is an independent director at AIG, age 56, serving since 2021, and currently chairs the Nominating and Corporate Governance Committee (NCGC) . His background spans investment management (Chairman & CEO, The Jasco Group, LLC, since 2017), senior U.S. government legal roles (Delegated Deputy Secretary of Education and General Counsel, U.S. Department of Education; Deputy General Counsel, U.S. Department of Transportation), and corporate law (Partner at Wachtell, Lipton, Rosen & Katz) . The Board has determined he is independent under NYSE standards; all non-management directors are independent except the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Jasco Group, LLC | Chairman & Chief Executive Officer | 2017–present | Investment management leadership; governance expertise |
| U.S. Department of Education | Delegated Deputy Secretary; General Counsel; Senior Advisor | 2014–2017 | Public policy, regulatory oversight |
| U.S. Department of Transportation | Deputy General Counsel | 2011–2014 | Government legal and compliance |
| Wachtell, Lipton, Rosen & Katz | Partner; Associate | Partner 2004–2011; Associate 1996–2004 | Corporate transactions, governance counsel |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| The Jasco Group, LLC | Chairman & Chief Executive Officer | 2017–present | No (private firm) |
| Other U.S. public company directorships | — | — | None |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCGC). No other committee memberships listed for Mr. Cole .
- Independence: Board determined all non-management directors (including Mr. Cole) are independent under NYSE standards; independence assessment considers any relationships, fees, and transactions, including insurance product sales to director-affiliated entities; Mr. Cole had no material relationships or interests in AIG transactions .
- Attendance and engagement: Board held 10 meetings in 2024; committees held 18; average director attendance was 98% at both board and committee meetings; independent directors hold executive sessions led by the Lead Independent Director after regular meetings; directors are expected to attend the Annual Meeting .
- Lead Independent Director structure: Robust responsibilities; NCGC coordinates with the Lead Independent Director on CEO succession planning and performance evaluations of the Board and committees .
- Overboarding policy: AIG restricts service on other boards; all nominees meet the limits (no more than three other public company boards; stricter limits for audit members and executives at other public companies) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $125,000 | All independent directors |
| NCGC Chair cash retainer | $20,000 | Committee chair fee |
| Fees earned or paid in cash (actual) | $145,000 | Mr. Cole’s 2024 cash total |
| Annual DSU equity grant (program level) | $185,000 | Granted at Annual Meeting |
| Stock awards (grant-date fair value, actual) | $184,942 | Mr. Cole’s 2024 DSUs FV |
| Matching Grants (2:1 up to $10,000) | $10,000 | Charitable match received |
| Total 2024 compensation | $339,942 | Sum of cash, stock, other |
Program features:
- No fees for board meeting attendance; emphasis on equity to align with shareholders; formulaic annual DSU grants; no director compensation paid to non-independent directors; stringent stock ownership guidelines .
- DSU grants are for prospective service; DSUs settle in AIG shares post-board service; directors may elect to receive cash retainers in DSUs; DSUs accrue dividend equivalents in additional DSUs .
- Directors’ equity awards are not paid until retirement from the Board .
Performance Compensation
- Independent directors do not have performance-linked pay; compensation comprises cash retainers and time-based DSUs with standardized grant values; no director STI/LTI metrics apply to board service .
- Equity instruments: DSUs vest by deferral and settle after board service; no stock options for directors disclosed; hedging and pledging of AIG securities are prohibited .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Indicator |
|---|---|---|---|
| Current U.S. public company boards | — | None | None disclosed |
| Private company roles | The Jasco Group (investment management) | Chairman & CEO | Independence affirmed; no related-party transactions disclosed |
Expertise & Qualifications
- Public policy and regulatory/government leadership (DOE, DOT), corporate law at Wachtell, and investment management leadership at Jasco; Board cites his experience advising multinational corporations on strategic transactions and governance matters as qualifications for continued service .
- As NCGC Chair, responsibilities include director recruitment/refreshment, independence determinations, committee assignments, CEO succession oversight, performance evaluations, director compensation form/amount, and oversight of sustainability and public policy matters .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (incl. DSUs) | 14,035 shares | Less than 1% of outstanding |
| DSUs outstanding at 12/31/2024 | 14,035 units | Deferred until end of board service |
| Shares pledged as collateral | None | Pledging prohibited; none pledged |
| Hedging policy | Prohibited | Derivatives/hedging of AIG securities prohibited |
| Director stock ownership guideline | 5x base retainer | Retain shares until threshold met |
Governance Assessment
- Independence and conflicts: Board’s annual independence review determined Mr. Cole has no material relationships with AIG and no material interests in AIG transactions; NCGC reviews related-party exposures and director independence rigorously; no related-party transactions disclosed for Mr. Cole .
- Committee leadership and effectiveness: As NCGC Chair, Mr. Cole oversees director recruitment/refreshment, independence determinations, committee assignments, CEO succession, board/committee evaluations, director compensation, and sustainability/public policy oversight—central levers for governance quality and board effectiveness .
- Board discipline: Strong board-wide attendance (98%), independent director executive sessions, robust Lead Independent Director responsibilities, and enforced overboarding limits contribute to board effectiveness and investor confidence .
- Alignment: Director pay emphasizes equity via DSUs with settlement after service, stringent stock ownership requirements (5x retainer), and prohibitions on hedging/pledging—all pro-alignment features .
- Shareholder engagement: The Board conducted extensive investor outreach in 2024/early 2025; investors expressed support for governance practices and compensation program; disclosures enhanced based on feedback—positive signal for responsiveness .
RED FLAGS: None disclosed for Mr. Cole. No related-party transactions, no pledging/hedging, no overboarding breaches, and no attendance concerns reported. Independence affirmed by the Board .