John G. Rice
AMERICAN INTERNATIONAL GROUPAbout John G. Rice
John G. Rice is AIG’s Lead Independent Director, age 68, serving on the Board since 2022. He previously held senior leadership roles at General Electric, including Vice Chairman and President & CEO of GE’s Global Growth Organization, and is currently a director of Baker Hughes Company (since 2017). Rice is independent under NYSE standards and serves on AIG’s Nominating and Corporate Governance Committee; his Lead Independent Director responsibilities are explicitly defined and broadened in AIG’s governance framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | Vice Chairman | 2005–2018 | Led complex global operations; transformation and growth oversight |
| General Electric Company | President & CEO, GE Global Growth Organization | 2010–2017 | International expansion; operations and strategy leadership |
| General Electric Company | Non-Executive Chairman, GE Gas Power | 2018–2020 | Oversight of business portfolio and governance |
| General Electric Company | President & CEO, GE Energy | 2000–2005 | Energy business leadership and operational performance |
| General Electric Company | Senior Vice President, GE Power Systems | 2000–2003 | Technology and infrastructure execution |
| General Electric Company | Vice President, GE Transportation Systems | 1997–1999 | Industrial operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes Company | Director | Since 2017 | Public company board experience and energy/industrial expertise |
Board Governance
- Lead Independent Director with explicit responsibilities: calls and chairs executive sessions of independent directors, liaises between the Chairman and independent directors, coordinates agendas with committee chairs, and participates in shareholder communications; responsibilities were broadened in 2023 and emphasized in 2024 disclosures .
- Committee memberships: Nominating & Corporate Governance (member); served on CMRC during 2024 per interlocks disclosure (current CMRC membership is Mills/Dunne/Murphy) .
- Independence: all non-management directors are independent except the Chairman & CEO; Board determined Rice has no material relationship or transaction interest with AIG .
- Attendance and engagement: AIG directors averaged 98% attendance at 10 Board and 18 committee meetings in 2024; independent directors meet in executive session at each regular meeting, led by the Lead Independent Director. Rice participated in shareholder engagement meetings representing ~28% of shares outstanding in 2024/early 2025 .
| 2024 Board Activity | Count / Rate |
|---|---|
| Board meetings | 10 |
| Committee meetings | 18 |
| Average Board attendance | 98% |
| Average committee attendance | 98% |
Fixed Compensation
| Element | Structure / Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Lead Independent Director cash retainer | $260,000 |
| Committee chair retainers | Audit $40,000; Risk $40,000; CMRC $30,000; NCGC $20,000 |
| Meeting fees | None (no fees for attendance) |
| Equity retainer (DSUs) | $185,000 grant at annual meeting; pro-rated for mid-year appointments |
| Deferral and settlement | DSUs settle in shares; directors may defer DSU payouts; DSUs paid after Board service ends |
| Matching grants | 2:1 charitable match up to $10,000 annually |
| Stock ownership guidelines | Minimum 5× base annual retainer (includes DSUs) |
| Hedging/pledging policy | Strict prohibition; none of the directors have pledged AIG securities |
| John G. Rice – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $385,000 |
| Stock awards (grant-date fair value) | $184,942 |
| All other compensation | $0 |
| Total | $569,942 |
| DSUs outstanding at 12/31/2024 (units) | 12,044 |
Performance Compensation
- No performance-linked director compensation metrics disclosed; independent director equity awards are formulaic DSUs, designed to support independence and align interests with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public board | Baker Hughes Company (director since 2017) |
| Compensation committee interlocks | None – Company disclosed no CMRC interlocks with executive officers at other companies in 2024 |
| Overboarding policy | Limits on external boards and audit committees; all nominees meet guidelines |
Expertise & Qualifications
- Public company leadership and transformation at scale; deep finance, operations, technology and digital strategy experience; international management credentials aligned to AIG’s strategy and risk oversight needs .
- Lead Independent Director role leverages oversight of strategy, risk, shareholder communications, and Board processes .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 22,044 (includes DSUs and any options exercisable within 60 days if applicable; directors generally hold DSUs) |
| DSUs included in beneficial ownership | 12,044 |
| Ownership as % of shares outstanding | Less than 1% (none of directors/officers exceed 1%) |
| Hedging / pledging | Prohibited by policy; none pledged |
| Stock ownership guidelines | ≥5× base retainer; applies to independent directors |
Governance Assessment
- Strengths: Independent Lead Director with broadened, explicit responsibilities; active shareholder engagement participation; strong alignment via DSU-only director equity and stringent stock ownership/anti-hedging rules; independence affirmed with no material relationships/transactions; overboarding limits enforced .
- Watch items: Combined Chairman/CEO structure places greater emphasis on the Lead Independent Director’s effectiveness; AIG addresses this with enhanced LID responsibilities and regular executive sessions led by the LID .
- Compensation alignment: Cash retainer plus formulaic DSUs (no meeting fees), with settlement deferred until Board departure, supports long-term alignment and independence; Rice’s 2024 mix ($385k cash, ~$185k DSUs) is consistent with program design .
- Conflicts/related-party: No compensation committee interlocks and Board-determined independence reduce conflict risk; NCGC oversees related-party exposure and independence determinations .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; compensation committee interlocks explicitly stated as none .