Peter R. Porrino
AMERICAN INTERNATIONAL GROUPAbout Peter R. Porrino
Independent director of AIG since 2019; age 68. He is currently Chair of the Audit Committee and brings deep finance, accounting, and insurance-sector expertise as former EVP & CFO of XL Group Ltd and former Global Insurance Industry Leader at Ernst & Young. He has no current U.S. public company directorships outside AIG and is designated an audit committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group Ltd | Executive Vice President & Chief Financial Officer | 2011–2017 | Led finance for global insurance/reinsurance group |
| XL Group Ltd | Senior Advisor to the CEO | 2017–2018 | Strategic support post-CFO tenure |
| Ernst & Young LLP | Global Insurance Industry Leader | 1999–2011 | Led global insurance practice; audit/accounting expertise |
| Consolidated International Group | President & Chief Executive Officer | 1998–1999 | Executive leadership |
| Zurich Insurance Group | CFO & COO, Zurich Re Centre | 1993–1998 | Insurance finance/operations leadership |
| Ernst & Young LLP | Auditor | 1978–1993 | Foundational audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current U.S. public company directorships outside AIG |
Board Governance
- Committee assignments: Audit Committee Chair (current); prior Risk Committee Chair through the 2024 Annual Meeting; member composition of Audit includes Porrino (Chair), Bergamaschi, Wittman; Risk Committee chaired by Wittman in 2024 .
- Independence: Board determined all non-management directors, including Porrino, are independent under NYSE standards; committees are fully independent .
- Board activity and attendance: 10 Board meetings and 18 committee meetings in 2024; average director attendance 98% at Board and committee meetings; independent directors hold executive sessions led by the Lead Independent Director .
- Audit Committee oversight: financial reporting integrity, auditor independence/performance, internal audit oversight, compliance risk, legal/regulatory matters; 7 meetings in 2024; all current members are “audit committee financial experts” under SEC rules .
- Overboarding limits: AIG guidelines cap public board service; audit members may serve on no more than two other audit committees; all nominees meet guidelines .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $179,945 | Includes prorated chair fee for service as Risk Committee Chair until the 2024 Annual Meeting |
| Stock Awards ($) | $184,942 | Grant-date fair value of annual DSU award |
| All Other Compensation ($) | $0 | Matching Grants Program available up to $10,000 annually; Porrino did not use in 2024 |
| Total ($) | $364,887 | Sum of cash and DSU grant values |
Director compensation program structure (independent directors):
- Cash retainer: $125,000; Committee Chair retainers: Audit $40,000; Risk $40,000; CMRC $30,000; NCGC $20,000; Lead Independent Director retainer: $260,000; no meeting fees .
- Equity: annual DSU award of $185,000 granted at the Annual Meeting; directors may elect to receive retainers in DSUs; DSUs settle in stock after Board service ends .
Performance Compensation
AIG does not use performance-based cash or equity metrics for independent directors. Equity grants are formulaic DSUs with dividend equivalents and optional deferral; settlement occurs after Board service ends, typically ratably over five years if a deferral election is made, otherwise promptly after service ends .
| Equity Element | Grant/Settlement | Vesting/Deferral | Dividend Treatment |
|---|---|---|---|
| Annual DSU grant | $185,000 at Annual Meeting | Directors can elect deferral; paid ratably over five years post-service or promptly after service ends if no deferral | Dividend equivalents credited as additional DSUs |
Other Directorships & Interlocks
| Item | 2024 Status |
|---|---|
| Other current U.S. public company boards | None |
| Compensation committee interlocks | None; no AIG executive served on another company’s board/comp committee that overlapped with AIG CMRC in 2024 |
Expertise & Qualifications
- Financial reporting/accounting and audit leadership; SEC-defined audit committee financial expert; extensive insurance-sector experience across underwriting, reinsurance, and risk management .
- Public company executive leadership as CFO; international and operational experience; deep understanding of ERM and compliance .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 44,726 | Includes DSUs deferred until he leaves the Board |
| DSUs outstanding (units) | 44,726 | As of December 31, 2024 |
| Ownership % of class | <1% (*) | AIG notes none of directors own ≥1% |
| Pledging/Hedging | Prohibited; none of the directors have pledged AIG stock | |
| Stock ownership guideline | At least 5x base annual retainer; must retain shares from equity awards until guideline is met |
Governance Assessment
- Strengths: independent status; Audit Chair with deep CFO and Big Four experience; audit committee designated financial expert; robust director stock ownership guidelines; anti-hedging/anti-pledging policy; no meeting fees; clear overboarding limits; strong Board/committee engagement metrics (98% average attendance) .
- Alignment: compensation mix emphasizes equity via DSUs; settlement deferred until end of service, aligning director interests with long-term shareholder value .
- Conflicts/related party: none disclosed for Porrino; NCGC reviews relationships, fees, and related-party transactions for independence determinations; Board concluded he has no material relationships with AIG .
- Committee leadership transition: previously Risk Committee Chair through the 2024 Annual Meeting; now Audit Chair. Transition suggests continued confidence in his oversight across both operational risk and financial reporting domains .
RED FLAGS
- None identified in AIG’s 2025 proxy regarding independence, related-party transactions, pledging/hedging, or interlocks for Peter R. Porrino .