James (Jimmy) Dunne III
AMERICAN INTERNATIONAL GROUPAbout James (Jimmy) Dunne III
James (Jimmy) Dunne III, age 68, is an independent director of AIG, serving on the board since 2023. He is Vice Chairman and Senior Managing Principal at Piper Sandler and was a founding partner of Sandler O’Neill & Partners, bringing three decades of investment banking and financial sector advisory experience to AIG’s board . The board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandler O’Neill & Partners, L.P. | Founding Partner | 1988–2020 | Built leading financial services advisory franchise; expertise in transformations (AIG cites his expertise as a qualification) . |
| Piper Sandler Co. | Vice Chairman and Senior Managing Principal | 2020–present | Senior leadership in investment banking; brings financial sector services expertise to AIG . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Piper Sandler Co. | Vice Chairman & Senior Managing Principal | 2020–present | Operating role outside AIG . |
| US Public Company Directorships | None | — | AIG discloses no other current US public company directorships for Dunne . |
Board Governance
- Committee assignments: Member, Compensation and Management Resources Committee (CMRC); the CMRC met 5 times in 2024 .
- Independence: Board determined Dunne is independent; all committees are composed entirely of independent directors .
- Attendance and engagement: In 2024, AIG’s board held 10 meetings and committees held 18 meetings; average attendance was 98% at both board and committee levels. Independent directors meet in executive session at each regular meeting (not disclosed by individual director) .
- CMRC remit: Oversees executive compensation, human capital, risk assessments of pay programs, stock ownership guidelines for Section 16 officers, and engages an independent consultant (Pay Governance) .
- CMRC interlocks: The proxy states there were no CMRC interlocks or insider participation concerns in 2024; Dunne served on the CMRC with Mills, Murphy, Rice, and Vaughan during 2024 .
Fixed Compensation (Director)
| Component | AIG Program Terms (2024) | Dunne 2024 Amount |
|---|---|---|
| Base annual cash retainer | $125,000 cash (electable as DSUs) | $125,000 fees earned/paid in cash |
| Annual equity (DSUs) | $185,000 grant at Annual Meeting; dividend equivalents accrue in DSUs; settled upon board departure | $184,942 stock awards (grant date fair value under ASC 718) |
| Committee chair fees | Audit $40k; Risk $40k; CMRC $30k; NCGC $20k (cash or elective DSUs) | $0 (not a chair in 2024) |
| Lead Independent Director retainer | $260,000 cash (electable as DSUs) | N/A |
| Matching grants | Up to $10,000 (2:1 match) annually | $0 reported for Dunne |
| Total 2024 director comp | Emphasis on equity; no meeting fees | $309,942 total |
Performance Compensation (Committee Oversight Focus)
The CMRC (of which Dunne is a member) oversaw AIG’s executive incentive design and outcomes for 2024.
- Short-Term Incentive (STI) corporate scorecard metrics and results (equally weighted 25% each) :
| Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Max (150%) | Actual | % Achieved | Weighted % |
|---|---|---|---|---|---|---|---|
| Accident Year Combined Ratio, 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 quantitative performance score | — | — | — | — | — | — | 143% |
- Long-Term Incentive (2024 PSU metrics, equal weight): Diluted AATI/share growth*, AIG Parent GOE exit run-rate*, AYCR (as adjusted)*, and relative TSR vs peer set (TSR peer list updated to include Allianz) .
Note: Asterisks denote non-GAAP measures used in incentives with reconciliations described in Appendix A .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None for Dunne (US) |
| AIG overboarding policy | Limits public boards and audit committee memberships; all nominees meet guidelines . |
| CMRC interlocks | None; no AIG executive sat on another company board/comp committee where a reciprocal executive sat on AIG’s CMRC in 2024 . |
Expertise & Qualifications
- AIG cites Dunne’s “expertise in investment banking, management and financial sector services and three decades of experience in advising companies on business transformations” as qualifications supporting re-election .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common stock/DSUs), 1/31/2025 | 5,390 shares/DSUs; less than 1% of outstanding . |
| DSUs outstanding at 12/31/2024 | 5,390 DSUs . |
| Hedging/pledging | Prohibited by policy; no directors have pledged AIG securities . |
| Director stock ownership guidelines | Hold shares/DSUs equal to at least 5x base annual retainer; must retain shares received until guideline met . |
Governance Assessment
- Strengths: Independent director with deep capital markets and transformation expertise; serves on CMRC overseeing pay design, risk and human capital; no CMRC interlocks; robust director ownership/anti-hedging/anti-pledging policies; board/committee independence and strong overall attendance (98%) support effective oversight .
- Compensation alignment: Director pay emphasizes equity via formulaic DSU grants; no meeting fees; stringent ownership guidelines enhance alignment .
- Conflicts and related-party checks: AIG reports no related-person transactions in 2024 and has an NCGC policy to review/approve any such transactions; Dunne’s operating role at Piper Sandler presents a potential perceived conflict if AIG engaged that firm, but no such related transactions were disclosed for 2024 .
- Independence and workload: Board determined Dunne is independent; AIG’s overboarding limits and consent requirements for new boards mitigate time/conflict risks; Dunne has no other US public board roles per AIG disclosure .
RED FLAGS: None disclosed. Watch item: External investment banking role (Piper Sandler) — continue monitoring related-party disclosures and deal advisors in future filings for potential engagement overlap (AIG reports none in 2024) .