Keith Walsh
AMERICAN INTERNATIONAL GROUPAbout Keith Walsh
Executive Vice President and Chief Financial Officer of AIG since October 21, 2024, Keith Walsh (age 50) previously served as CFO of Marsh (Marsh McLennan) and earlier led MMC’s investor relations after 14 years covering insurance as a Citi equity research analyst; he holds a BS (University at Albany–SUNY) and an MBA (NYU Stern) . In 2024, his individual performance score was 100%, with company results driving a 143% STI payout; achievements included Corebridge deconsolidation, $7.6B capital returned (12% share reduction), $1.6B debt reduction (to 15–20% debt/total capital), and >$500M expense saves identified . As CFO, he signed AIG’s SOX 302/906 certifications and delivered detailed financial commentary on Q1 2025 results and targets, reinforcing accountability for underwriting, capital, and ROE goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh (Marsh McLennan) | Chief Financial Officer | 2017–2024 | Led finance for a leading global broker; deep P&L and capital stewardship experience |
| Marsh McLennan (MMC) | Head of Investor Relations (Vice President) | 2012–2017 | Drove investor communications and capital markets positioning for MMC |
| Citi | Equity Research Analyst (Insurance) | 14 years (ended 2012) | Covered insurance sector; analytical foundation on valuation, TSR drivers, and underwriting cycles |
External Roles
No current public-company board roles disclosed in AIG’s appointment 8-K or 2025 proxy; the 8-K notes no related-party transactions and no appointment arrangements .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Base Salary Rate | $1,000,000 | Approved upon appointment as CFO |
| Cash Salary Paid (2024) | $200,000 | Partial year after October 21 start |
| Target Short-Term Incentive (STI) | $1,500,000 | 100% of target guaranteed for 2024 per 8‑K |
| Actual STI Paid (2024) | $2,150,000 | 143% of target (Company 143% x Individual 100%) |
| All Other Compensation (2024) | $10,765 | Includes 401(k) match ($3,462) |
| Perquisites (2024) | $7,257 (Car $4,199; Financial planning $3,058) | AIG disallows pledging/hedging; robust clawbacks |
Performance Compensation
Annual Incentive (STI) – 2024 Outcome
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Company Performance Score | — | 143% | — |
| Individual Performance Score | — | 100% | — |
| STI Payout (% of Target) | — | 143% | 143% |
| STI Payout ($) | $1,500,000 | $2,150,000 | $2,150,000 |
Key individual scorecard achievements supporting payout: CYCR 91.8% and AYCR (as adjusted) 88.2%, Core Operating ROE 9.1%; $7.6B returned to shareholders; debt reduced by $1.6B; >$500M expense saves identified (Finance ~ $60M identified/~$40M actioned) .
Long-Term Incentive (LTI) Design and 2024/2025 Awards
| Item | Details |
|---|---|
| 2024 Annual LTI | None due to appointment timing (no PSUs/Options) |
| 2024 Special RSUs | $3,185,056 grant-date fair value; 41,071 units (10/21/24) |
| Special RSU Vesting | $1.0M vests 10/21/25; $925k vests 2/1/26; $825k vests 2/1/27; plus $300k transition RSUs vest ratably over 3 years |
| 2025 LTI Program Structure (Design) | For named executives: 50% PSUs, 25% RSUs, 25% stock options; PSUs cliff vest 1/1/2028 |
| 2025 PSU Metrics (equal 20% each) | CYCR vs GI peers; AYCR (as adjusted) vs goals; Adjusted Tangible BVPS growth; Diluted AATI/share growth; 3-year TSR vs GI peers |
| Equity Award Mechanics | Options 10-year term, strike at grant-day close; RSUs/options vest ratably over 3 years; dividend equivalents accrue and vest with RSUs/PSUs |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership (1/31/2025) | 0 shares; 0 options exercisable within 60 days |
| Vested vs Unvested | Unvested RSUs from 10/21/24 special grant: 41,071 units |
| Ownership as % of Outstanding | Below 1% (“*” in table) |
| Stock Ownership Guidelines | Executives: 3x base salary; retain 50% of after-tax shares until met; apply for 6 months post-employment |
| Compliance Status | Company states all named executives are in compliance |
| Hedging/Pledging | Prohibited; none of the executive officers/directors have pledged AIG stock |
| Clawbacks | Robust policy beyond NYSE; multiple triggers including restatements, risk failures, reputational harm, covenant breaches |
Note: Upcoming vesting dates (10/21/2025; 2/1/2026; 2/1/2027) may concentrate realizable value into defined windows, potentially creating near-term selling pressure around tax and diversification events .
Employment Terms
| Term | Detail |
|---|---|
| Appointment and Start | EVP & CFO effective October 21, 2024 |
| Base/Target Incentives | Base $1,000,000; target STI $1,500,000 (2024 payout guaranteed ≥ target); target annual equity $2,500,000 |
| Sign-on/Make-Whole | RSUs $2,750,000 with staged vesting (1yr/Feb’26/Feb’27) and $300,000 transition RSUs vesting ratably over 3 years |
| Severance (as of 12/31/2024) | If terminated without cause: $2,145,000 STI, $5,000,000 severance, $40,000 benefits, plus $3,006,397 unvested equity value (total $10,191,397) |
| Change-in-Control | Double-trigger; qualifying termination: $2,145,000 STI, $6,250,000 severance, $40,000 benefits, + $3,006,397 unvested equity (total $11,441,397) |
Interpretation of severance multiples (for context): $5.0M implies ~2.0x of base + target bonus ($1.0M + $1.5M) and $6.25M implies ~2.5x, based on disclosed base and target STI .
Performance & Track Record
- 2024 execution highlights: Corebridge deconsolidation; GI CYCR 91.8% and AYCR (as adjusted) 88.2%; Core Operating ROE 9.1%; $7.6B capital returned (12% share reduction); $1.6B debt reduction; >$500M enterprise expense saves identified (Finance $60M identified/$40M actioned) .
- 2025 Q1 CFO commentary: Strong GI underwriting with continued expense discipline; detailed guidance on rates, reinsurance structure, investment income, capital management, and achieving 10%+ core operating ROE in 2025 .
- Compliance and controls: Executed SOX certifications for Q3 2025 10‑Q (Sections 302 and 906) .
Compensation Structure Analysis
- Mix and leverage to performance: 2024 cash was a minority of total comp (salary $200k; STI $2.15M) vs equity $3.19M special RSUs; 2025 program increases at-risk, performance-linked PSU weight and adds peer-relative underwriting/TSR metrics (five equally weighted) .
- Shift toward transparent, enterprise metrics: Single corporate scorecard with quarterly reported metrics improved line-of-sight; pay outcomes aligned with company score of 143% and individual 100% .
- Governance protections: Double-trigger CIC, anti-hedging/anti-pledging, strong clawbacks, and ownership requirements mitigate risk of misalignment or levered behavior .
Related Party and Other Governance Signals
- AIG reports no arrangements/understandings for appointment; no related-party transactions for Walsh under Reg S‑K 404(a) .
- Say-on-Pay improved in 2024 to majority support following investor engagement; investors favored the simplified incentive metrics approach .
Investment Implications
- Alignment and retention: Unvested RSUs with staged vesting through 2027 and 2025 LTI design (50% PSUs with multi-metric hurdles and TSR peer-relative) create multi-year retention and performance linkage; anti-pledging and clawbacks reduce governance risk .
- Potential near-term selling windows: Large vesting tranches on 10/21/2025, 2/1/2026, 2/1/2027 could create periodic selling pressure; monitor Form 4s around these dates for trading signals and tax-related dispositions .
- Pay-for-performance sensitivity: 2024 STI outcome (143%) tracked corporate results; 2025 PSU metrics expand to five equally weighted levers (CYCR peer-relative, AYCR, ATBVPS growth, AATI/share growth, TSR vs peers), increasing sensitivity to underwriting quality, capital efficiency, and relative returns .
- Downside protections: Double-trigger CIC and robust clawbacks align with shareholder-friendly norms, limiting windfalls from control changes absent termination and enabling recovery for restatements or risk failures .
Citations: