Linda A. Mills

About Linda A. Mills

Independent director at AIG since 2015 (10 years of service as of the 2025 proxy). Age 75. President & CEO, Cadore Group, LLC; formerly Corporate Vice President of Operations at Northrop Grumman and prior leadership roles across Northrop’s Information Systems and IT sectors and at TRW. Currently serves as AIG’s Compensation & Management Resources Committee (CMRC) Chair and member of the Risk Committee; she is independent under NYSE standards. Other current U.S. public company directorship: Navient Corporation (non-executive chair) since 2014 .

Past Roles

External Roles

Board Governance

• Independence: Board has determined all nominees other than the CEO (Zaffino) are independent; Mills is independent .
• Committee assignments (2024/2025): CMRC Chair; Risk Committee member .
• Committee meeting cadence (2024): CMRC (5), Risk (2). Audit (7), NCGC (4) for Board context .
• Board activity and attendance (2024): 10 Board meetings; 18 committee meetings; average director attendance 98% at Board and 98% at committee meetings; independent directors meet in executive sessions around regular meetings .
• Board refresh and tenure: Director since 2015; Board removed mandatory retirement age in 2024 to support skills/continuity and added flexibility in chair rotation .
• Lead Independent Director and oversight: Robust LID responsibilities; independent directors meet without management; risk oversight divided among committees with Risk Committee focused on operational risks .

Fixed Compensation (Director, 2024)

Additional program features:

• No meeting fees; emphasis on equity; independent directors may elect to receive cash retainers in DSUs; DSUs settle in AIG shares upon/after Board service end, with deferral options .
• Director stock ownership guideline: ≥5x base annual retainer; must retain shares from equity awards until threshold is met .
• Prohibitions: Hedging and pledging of AIG securities prohibited; none of the directors have pledged AIG securities .

Performance Compensation

Other Directorships & Interlocks

AIG overboarding policy and compliance:

• Limits include: directors generally ≤3 other public boards; audit members ≤2 other audit committees; CEO ≤1 other board. All nominees meet guidelines; directors require consent before joining another board .

Expertise & Qualifications

• Large-scale operations leadership and international operations; risk and financial management; information technology and cybersecurity; prior P&L leadership at Northrop; these credentials underpin her role as CMRC Chair and Risk Committee member .
• Board’s skills matrix highlights risk management, technology/cyber, financial reporting/accounting, and public company leadership as essential; Mills’ biography maps closely to these areas .

Equity Ownership

Compensation Committee (CMRC) Analysis

• Composition and meetings: Mills (Chair), Dunne, Murphy; five meetings in 2024 .
• Scope: Oversees executive pay philosophy, goal-setting and outcomes; approves Section 16 officer comp; reviews CEO goals and recommends CEO pay; oversees ownership guidelines; compensation risk assessments; human capital management .
• Consultant and governance: Independent advisor Pay Governance LLC; annual independence assessment; robust clawback policies (beyond NYSE) and anti-hedging/pledging enforced; annual compensation risk reviews .
• Interlocks: No CMRC member is/was an AIG officer; no compensation committee interlocks with other companies in 2024 .
• Say-on-Pay signal: 2024 Say-on-Pay vote “improved from 2023 and received a majority level of support,” following metric simplification; suggests investor support for program overseen by CMRC under Mills .

Related-Party Transactions and Conflicts

• Independence determination: Board (on NCGC’s recommendation) determined each nominee other than the CEO has no direct/indirect material relationship with AIG and no material interest in AIG transactions—supports no related-party exposure for Mills .
• Overboarding/conflicts policy: Pre-approval required before joining other boards; quantitative caps in place; all nominees compliant .

Signals, Risk Indicators, and Attendance

• Attendance/engagement: Board held 10 meetings and 18 committee meetings in 2024; average attendance 98% at both Board and committees; independent director executive sessions held around regular meetings; directors expected to attend Annual Meeting .
• Risk and oversight: Risk Committee (of which Mills is a member) focused on operational risk within ERM; reviews risk appetite and emerging risks; 2 meetings in 2024 .
• Governance evolution: Removal of mandatory director retirement age in 2024 and added flexibility for committee chair rotation; watch item for refreshment balance, mitigated by ongoing refresh and skills reviews .

Governance Assessment

• Strengths

  • Independent director with deep operations, IT/cyber, and risk management background; aligns with AIG’s risk- and performance-focused oversight needs .
  • CMRC Chair with strong governance infrastructure: independent consultant, robust clawbacks, anti-hedging/pledging, and documented risk reviews; no interlocks or insider participation concerns .
  • Director pay aligned with shareholders via DSUs, stringent 5x retainer ownership guideline, and prohibition of pledging/hedging; no meeting fees .
  • Investor signal: improved/majority Say-on-Pay support post metric simplification under CMRC oversight .

• Watch Items

  • Board removed mandatory retirement age; continued monitoring of refreshment/committee rotation appropriate as part of NCGC process (not a disclosed issue for Mills but relevant context given age/tenure) .
  • Individual attendance rates are not disclosed; however, Board-wide attendance is strong and AIG has re-nomination safeguards for persistent low attendance .

• Red Flags

  • None disclosed: no related-party transactions or pledging; overboarding limits met; director independence affirmed .

Citations: .