John (Chris) Inglis
AMERICAN INTERNATIONAL GROUPAbout John (Chris) Inglis
John (Chris) Inglis is an independent director of AIG, age 70, serving since 2024, and is a member of the Board’s Risk Committee . He is Senior Strategic Advisor at Paladin Capital Group (since 2023), previously served as the U.S. National Cyber Director (2021–2023), Commissioner of the U.S. Cyberspace Solarium Commission (2019–2020), and Deputy Director/COO of the National Security Agency (2006–2014); he is a retired U.S. Air Force Brigadier General and Command Pilot with service from 1976–2006 . The Board determined he is independent under NYSE standards and recommends his re‑election based on extensive technology/cybersecurity and public policy expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. National Cyber Director | National Cyber Director | 2021–2023 | Led national cybersecurity strategy and oversight |
| U.S. Cyberspace Solarium Commission | Commissioner | 2019–2020 | Policy commission on national cyber defense |
| National Security Agency | Deputy Director & COO | 2006–2014 | Senior operational leadership in signals intelligence and cybersecurity |
| U.S. Air Force | Pilot/Commander; Retired Brig Gen | 1976–2006 | Command roles; Command Pilot; active duty and reserves |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paladin Capital Group (cyber VC) | Senior Strategic Advisor | Since 2023 | Current non‑AIG role; cybersecurity investment focus |
| Huntington Bancshares Inc. | Director | 2016–2021; since 2023 | Current U.S. public company directorship |
| FedEx Corporation | Director | 2015–2021 | Former public company board |
| KEYW Holding Corp. | Director | 2016–2019 | Former public company board |
Board Governance
- Independence: All non‑management directors are independent; Inglis is independent .
- Committee assignment: Risk Committee member (not chair); committee held 2 meetings in 2024 .
- Attendance: Board held 10 meetings; committees held 18; average director attendance was 98% for both Board and committees in 2024; independent directors meet in executive sessions alongside meetings .
- Lead Independent Director role: Comprehensive responsibilities; Board leadership structure emphasizes independent oversight even with combined Chair/CEO .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $104,396 | Pro‑rated Board retainer from appointment effective March 1, 2024 |
| Stock Awards (DSUs) | $219,906 | Grant date fair value of DSUs per ASC 718 |
| All Other Compensation | $10,000 | Matching Grants Program (two‑for‑one match up to $10,000 annually) |
| Total | $334,302 | Sum of cash, DSUs, and other |
| Director Compensation Structure (Independent Directors, 2024) | Amount | Notes |
|---|---|---|
| Base Annual Cash Retainer | $125,000 | Payable quarterly; directors may elect DSUs instead of cash |
| Annual DSU Award | $185,000 | Granted at Annual Meeting for prospective service; pro‑rated for mid‑year joins; DSUs include dividend equivalents and settle 1‑for‑1 in common stock |
| Lead Independent Director Retainer | $260,000 | Annual cash retainer |
| Committee Chair Retainers | Audit: $40,000; Risk: $40,000; CMR: $30,000; NCG: $20,000 | Annual cash retainers for chairs |
| Meeting Fees | None | No Board meeting attendance fees |
| Deferrals | DSU payment deferrable; paid ratably over five years post‑service absent other elections | DSU deferral provisions |
Performance Compensation
| Metric/Instrument | Presence in Director Pay | Details |
|---|---|---|
| Performance-based equity (PSUs) | Not disclosed for directors | Program emphasizes formulaic DSUs; 2024 table reports Stock Awards (DSUs) and no Option Awards column entries for directors |
| Annual/Discretionary Bonus | Not disclosed for directors | Director compensation uses retainers and DSUs; no meeting fees |
| Options | None reported in 2024 | Director compensation table shows no option awards for independent directors in 2024 |
| Clawback Provisions | Not specifically disclosed for directors | Executive clawback policies are typical, but proxy does not specify director clawbacks; director program focused on DSUs |
Director compensation at AIG is largely fixed/retainer-based plus formulaic DSUs, with no performance metrics tied to director pay disclosed in the proxy .
Other Directorships & Interlocks
| Company | Relationship to AIG | Potential Interlock/Conflict | Proxy Disclosure |
|---|---|---|---|
| Huntington Bancshares Inc. | Banking services provider generally; Inglis is director | Potential financial services ecosystem overlap; no specific AIG transaction disclosed | Inglis current director; independence affirmed by Board |
| Paladin Capital Group | Cyber VC advisor | Potential exposure if AIG transacts with portfolio companies; subject to related‑party review | Policy requires NCGC review/approval; no related‑person transactions in 2024 |
| FedEx; KEYW Holding | Former boards | None | Listed as former public company directorships |
- Related‑party transactions: AIG reports no related‑persons transactions in 2024; ordinary‑course transactions with >5% shareholders may occur at arm’s length .
- Independence process: NCGC reviews questionnaires, any relevant sales/fees, and relationships; Board determined Inglis has no material relationship with AIG .
Expertise & Qualifications
- Core expertise: Technology, cybersecurity, information security, data management, public policy, and government; Board cites these as reasons for re‑election .
- Risk oversight: Member of Risk Committee overseeing ERM, Risk Appetite Statement, top risks, and operational risks .
Equity Ownership
| Ownership (as of Jan 31, 2025) | Shares/Units | % of Class | Notes |
|---|---|---|---|
| Common Stock Beneficially Owned | 4,851 | * | Includes sole voting/investment power; directors as a group each <1% |
| DSUs Outstanding (Dec 31, 2024) | 2,872 | — | DSUs settle in stock post‑service; dividend equivalents accrue as DSUs |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging/derivatives and pledging; none of the directors have pledged AIG securities |
| Ownership Guideline | ≥5x base annual retainer | — | Directors must retain AIG shares (incl. DSUs) until guideline met |
Insider Trades
| Filing | Transaction | Notes |
|---|---|---|
| Form 4 (late filing) | Purchase of 635 shares | AIG disclosed a late Form 4 reporting Inglis’s purchase of 635 shares in 2024 |
Governance Assessment
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Strengths:
- Independence affirmed; assignment to Risk Committee leverages deep cybersecurity/public policy background—aligned with AIG’s ERM and operational risk oversight .
- Equity alignment via formulaic DSUs and strict stock ownership/anti‑hedging/anti‑pledging policies; directors can defer DSUs to extend alignment post‑service .
- Board demonstrates strong attendance (98% average), active executive sessions, and robust lead independent director responsibilities—supporting oversight quality .
-
Watch items / potential red flags:
- Late Section 16 Form 4 filing for purchase of 635 shares—procedural lapse; isolated but relevant to compliance discipline .
- External cyber‑VC advisory role (Paladin Capital Group) may create potential related‑party exposure if AIG transacts with portfolio companies; however, NCGC policy requires review and AIG reported no related‑persons transactions in 2024 .
- Individual attendance data for Inglis not disclosed; Risk Committee met only twice in 2024—ensure adequate frequency given evolving cyber risk landscape .
Overall, Inglis’s specialized cybersecurity and government experience bolsters risk oversight and board effectiveness. Equity‑heavy director pay and ownership guidelines support alignment, with limited conflict signals disclosed; monitoring compliance timeliness and any future related‑party interactions tied to external affiliations is prudent .