Jonathan Hancock
Executive Vice President & Chief Executive Officer, International Commercial and Global Personal Insurance at 
AMERICAN INTERNATIONAL GROUP
AMERICAN INTERNATIONAL GROUPExecutive
About Jonathan Hancock
Executive Vice President & Chief Executive Officer, International Commercial Insurance and Global Personal Insurance at AIG. 2024 performance highlights under his remit: International Commercial delivered $1.2B underwriting profit with Calendar Year Combined Ratio of 84.9% and Accident Year Combined Ratio (AYCR), as adjusted, of 83.0%; Global Personal improved Combined Ratio by 210 bps and AYCR, as adjusted, by 170 bps . He is a 2024 Named Executive Officer (NEO) and earned a 131% individual score on AIG’s simplified company-wide scorecard; his short‑term incentive (STI) paid 187% of target ($3.25M) on a 143% company score and 131% individual score . Beneficial ownership totaled 250,785 AIG shares as of January 31, 2025, including 177,680 shares underlying options exercisable within 60 days (none >1% of shares outstanding) .
Past Roles
Not disclosed in the 2025 AIG Proxy Statement for this executive .
External Roles
Not disclosed in the 2025 AIG Proxy Statement for this executive .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $1,023,848 | UK-based; salary and FX conversion per proxy footnote |
| Perquisites | $16,432 | Car allowance (UK-based) |
| Pension/Retirement | $38,986 | Cash allowance in lieu of pension (UK-based) |
Performance Compensation
2024 Short-Term Incentive (STI) – Company Scorecard and Outcome
| Metric | Threshold (50%) | Target (100%) | Stretch (125%) | Max (150%) | Actual | % Achieved | Weight | Weighted % |
|---|---|---|---|---|---|---|---|---|
| AYCR, as adjusted | 91.0% | 89.5% | 88.7% | 87.9% | 88.2% | 139% | 25% | 35% |
| Diluted AATI per Share | $4.00 | $4.40 | $4.75 | $5.10 | $4.93 | 138% | 25% | 35% |
| Adjusted ROE | 5.7% | 6.1% | 6.4% | 6.8% | 6.7% | 141% | 25% | 35% |
| AIG Parent GOE Exit Run-Rate | $725M | $675M | $625M | $575M | $548M | 150% | 25% | 38% |
| Company Score | 143% | 100% | 143% |
Individual score for Jonathan Hancock: 131% (driven by profitable growth and operational execution); STI payout: 187% of target ($3,250,000) .
| Executive | 2024 STI Target | Company Score | Individual Score | Payout % of Target | Actual STI |
|---|---|---|---|---|---|
| Jonathan Hancock | $1,738,014 | 143% | 131% | 187% | $3,250,000 |
Notes: The 2024 STI used a single company scorecard for all participants with four equally weighted financial metrics; awards capped at 200% of target .
2024 Long-Term Incentive (LTI) – Grant Mix, Metrics, and Vesting
| Vehicle | 2024 Grant Value | Units/Shares | Key Terms |
|---|---|---|---|
| PSUs (50%) | $1,162,943 | Target 16,902 (Threshold 8,451; Max 33,804) | 3-year performance (2024–2026) on four equally weighted metrics: Diluted AATI/share (no longer normalized), AIG Parent GOE exit run-rate, AYCR (as adjusted), and Relative TSR; cliff vests Jan 1, 2027 if earned |
| RSUs (25%) | $575,767 | 8,451 | Vests one‑third on Feb 20, 2025/2026/2027; cash dividend equivalents paid if and when vest |
| Stock Options (25%) | $590,484 | 33,665 @ $68.13 strike | 10‑year term; vests one‑third on Feb 20, 2025/2026/2027; options are issued at fair market value |
PSU metric weights (2024 grant): 25% each (Diluted AATI/share; GOE exit run-rate; AYCR as adjusted; Relative TSR) .
Historical LTI Performance – 2022 PSU Payout (for context)
| Metric | Period | Threshold | Target | Stretch | Max | Actual | % Achieved | Weight | Weighted % |
|---|---|---|---|---|---|---|---|---|---|
| AYCR, as adjusted (Annual improvements) | 2022 | 91.0% | 89.9% | 89.4% | 88.9% | 88.7% | 200% | 16% | 32% |
| AYCR, as adjusted (Annual improvements) | 2023 | 91.0% | 89.9% | 88.9% | 87.9% | 87.7% | 200% | 17% | 34% |
| AYCR, as adjusted (Annual improvements) | 2024 | 91.0% | 89.9% | 88.4% | 86.9% | 88.2% | 157% | 17% | 27% |
| Diluted Normalized AATI/share (Cumulative) | 2022–2024 | $14.10 | $14.80 | $15.10 | $15.50 | $16.66 | 200% | 40% | 80% |
| Relative TSR (3-year) | 2022–2024 | 6th/7th | 4th/5th | 2nd/3rd | 1st | 6th | 50% | 10% | 5% |
| Final PSU Payout | 178% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Jan 31, 2025) | 250,785 shares; includes 177,680 shares underlying options exercisable within 60 days; none >1% of shares outstanding |
| Shares Outstanding (Table Date) | 595,491,407 |
| Ownership as % of Outstanding | ~0.04% (250,785 / 595,491,407) |
| Options – Exercisable (by series) | 2021: 46,559 @ $44.10 exp 2/22/2031; 2020: 10,512 @ $30.71 exp 8/13/2030; 2020: 44,148 @ $29.58 exp 7/1/2030; 2022: 25,778 @ $61.61 exp 2/22/2032; 2023: 13,286 @ $59.72 exp 2/21/2033; 2024: none yet as of 12/31/24 |
| Options – Unexercisable (as of 12/31/24) | 2022: 12,890 @ $61.61; 2023: 26,572 @ $59.72; 2024: 33,665 @ $68.13 (total 73,127) |
| RSUs – Unvested (12/31/24) | 2024: 8,451; 2023: 12,980; 2022: 7,003 (2022 RSUs fully vested by Feb 22, 2025) |
| PSUs – In flight | 2024 and 2023 grants vest based on 3‑year performance; 2024 and 2023 PSUs shown in Outstanding table at stretch; actual outcome TBD; cliff vest 1/1/2027 and 1/1/2026 if earned |
| 2024 Vesting/Exercise Activity | Options exercised: 0; Shares acquired on vesting: 52,126; value realized on vesting: $3,526,258 |
| Ownership Guidelines | Other executive officers must hold 3x base salary; must retain 50% of net shares until threshold; compliance affirmed for all named executives |
| Hedging/Pledging | Prohibited for executives; none have pledged AIG securities |
Upcoming vesting/supply windows (potential selling pressure):
- 2024 RSUs: one‑third on Feb 20, 2026 and Feb 20, 2027 (8,451 total; 2,817 per tranche if ratable) .
- 2024 Options: one‑third on Feb 20, 2026 and Feb 20, 2027 (33,665 total; 11,222 per tranche) .
- 2023 RSUs: final third on Feb 21, 2026 .
- 2023 Options: final third on Feb 21, 2026 .
- 2024 PSUs: cliff vest Jan 1, 2027 if earned .
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance Plan (ESP) | For executives including Mr. Hancock: 1.5x (base salary + average STI of prior 3 years) if terminated without Cause or for Good Reason; 2.0x after a Change in Control (CiC); pro‑rata STI; $40,000 lump sum for medical/life insurance continuation; US participants also receive one year of additional age/service for certain eligibility (UK has comparable medical continuation) |
| Change‑of‑Control (Double Trigger) | Within 24 months following CiC, RSUs vest in full; PSUs vest at target if termination during performance period (unless CMRC uses actual performance through CiC) or at earned if after performance period; delivery timing specified; options remain exercisable per plan |
| LTI Treatment – Other Terminations | Involuntary without Cause/retirement/disability: outstanding PSUs earn based on full‑period actual performance and settle on normal schedule; RSUs vest and settle on normal schedule; options generally remain exercisable for 3 years (or remaining term if shorter) |
| Restrictive Covenants | ESP requires non‑compete for 6 months; non‑solicitation for 1 year; confidentiality ongoing; non‑interference for 6 months |
| Quantified Separation Economics (as of 12/31/24) | If terminated without Cause: Severance $5,403,957; pro‑rata STI $2,485,360; medical/life $40,000; unvested options value $649,016; unvested stock awards value $5,585,913; Total $14,164,246 |
| Clawbacks | Two policies: Financial Restatement Clawback (applies to Section 16 officers; 3‑year lookback; covers incentive pay tied to financial measures) and an additional broader Clawback Policy (covers executives and LTI recipients; multiple triggers including risk failures and reputational harm); no clawback actions in 2024 |
Compensation Structure Notes (alignment and governance)
- AIG shifted to a single STI scorecard for all participants in 2024 with four financial metrics and capped payouts (max 200%); company score 143% in 2024 .
- LTI is majority performance‑based (PSUs and options comprise 75% of non‑CEO NEO annual LTI); 2024 PSU metrics equally weighted; options are at‑the‑money with 10‑year term and 3‑year ratable vesting .
- 2022 PSU awards paid at 178% of target based on multiyear underwriting improvements and AATI/share, offset by relative TSR positioning .
- Compensation peer group and relative TSR peer group disclosed; programs reviewed with independent consultant; risk review rated all active incentive plans “low” risk .
Investment Implications
- Strong pay-for-performance linkage: Hancock’s 2024 STI paid 187% of target on quantifiable scorecard outcomes (143% company score; 131% individual), signaling compensation is tied to underwriting profitability, AATI/share, ROE, and expense discipline .
- Visible vesting calendar may create periodic supply: 2023/2024 RSU and option tranches vest on Feb 21, 2026 and Feb 20, 2026/2027; 2024 PSUs cliff vest on Jan 1, 2027 if earned. These dates can be watched for potential insider selling pressure, subject to trading windows and personal decisions .
- Alignment and risk controls are robust: 3x salary ownership guidelines (compliant), anti‑hedging/anti‑pledging, two clawback regimes, and capped STI reduce downside governance risk; no pledging reported for executives .
- Retention risk mitigated: ESP severance (1.5x; 2.0x post‑CiC), multi‑year LTI, and option 10‑year terms support continuity; quantified separation economics for Hancock underscore meaningful unvested equity value at risk if departing .
Related-party transactions in 2024: none; Say‑on‑Pay support improved vs. 2023 and received majority approval, with shareholder feedback incorporated into plan simplification and disclosure enhancements .
Appendix: Role-Specific 2024 Achievements (from Proxy)
- Profitable growth across International Commercial (NPW growth across Property +11%, Talbot +7%, Casualty +3%, Global Specialty +4%) and margin expansion in Global Personal (Combined Ratio −210 bps; AYCR, as adjusted, −170 bps); operational simplification delivered >$65M expense savings .