Vanessa A. Wittman
AMERICAN INTERNATIONAL GROUPAbout Vanessa A. Wittman
Independent director at AIG since 2023; age 57. Former public-company CFO with deep experience across technology, consumer, and insurance, designated an “audit committee financial expert.” At AIG, she chairs the Risk Committee and serves on the Audit Committee. The Board has determined she is independent under NYSE standards, with no material relationships with AIG; all non-management directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glossier, Inc. | Chief Financial Officer | 2019–2022 | Senior financial leadership at consumer brand; relevant to digital and operational oversight |
| Oath Inc. | Chief Financial Officer | 2018–2019 | Technology/media financial leadership |
| Dropbox, Inc. | Chief Financial Officer | 2015–2016 | Technology growth-stage CFO experience |
| Motorola Mobility Holdings, Inc. | Chief Financial Officer | 2012–2014 | Large-cap technology/operator finance |
| Marsh & McLennan Companies | EVP & Chief Financial Officer | 2008–2012 | Insurance/financial services CFO; strong fit for AIG audit/risk oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Booking Holdings Inc. | Director | Since 2019 | Current U.S. public company directorship |
| Oscar Health, Inc. | Director | Since 2021 | Current U.S. public company directorship |
| Ulta Beauty, Inc. | Director | 2014–2019 | Former U.S. public company directorship |
| Sirius XM Holdings, Inc. | Director | 2011–2018 | Former U.S. public company directorship |
Board Governance
- Independence: Independent director; Audit and all standing committees composed solely of independent directors .
- Committee assignments (AIG): Chair, Risk Committee; Member, Audit Committee (designated “audit committee financial expert”). 2024 meetings: Risk Committee (2); Audit Committee (7) .
- Attendance and engagement: Board met 10 times in 2024 with 98% average director attendance; committees met 18 times with 98% average attendance. Independent directors hold executive sessions with each regular meeting, led by the Lead Independent Director .
- Board focus: Risk oversight includes ERM, top and emerging risks; cybersecurity oversight at Board level; Risk charter updated to focus on operational risks and coordination with CRO .
- Lead independent structure and shareholder rights: Robust Lead Independent Director responsibilities; majority voting; proxy access; ability to call special meetings; no supermajority voting. Mandatory retirement age removed in 2024 to enable flexibility in chair rotation and refreshment .
Fixed Compensation (Director)
| Component | Policy / Amount | 2024 Actual (Wittman) | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 base | $150,165 | Includes pro-rated Risk Committee Chair retainer effective May 15, 2024; director fees paid quarterly or may be taken in DSUs . |
| Committee chair fee | $40,000 (Risk); $40,000 (Audit); $30,000 (CMRC); $20,000 (NCGC) | Included above | Chair retainer amounts per 2024 program . |
| Meeting fees | None | — | No per-meeting fees; emphasis on equity alignment . |
| Other | Matching Grants Program up to $10,000 (2:1 match) | $10,000 | Charitable match counted in “All Other Compensation” . |
2024 director compensation benchmarking, structure and pay-mix are peer-informed and emphasize equity; no compensation is paid to non-independent directors for board service .
Performance Compensation (Director Equity)
| Component | Grant/Policy | 2024 Value (Wittman) | Vesting/Settlement | Other Terms |
|---|---|---|---|---|
| Annual equity | $185,000 DSUs granted at Annual Meeting | $184,942 | DSUs settle in AIG common stock after board service ends; directors may defer and receive ratable over five years after departure if elected | Dividend equivalents in DSUs; equity grants formulaic to support independence . |
Ownership alignment features: 5x base retainer stock ownership guideline; directors must retain shares from equity awards until guideline met; prohibition on hedging and pledging (none of the directors have pledged AIG securities) . Directors’ equity awards are not paid until they retire from the Board .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Booking Holdings (since 2019); Oscar Health (since 2021) . |
| Overboarding policy | AIG limits outside public boards; Audit Committee members may not serve on >2 other audit committees; all nominees meet guidelines . |
| CMRC interlocks | Company disclosed no CMRC interlocks or insider participation in 2024; Wittman is not on CMRC . |
Expertise & Qualifications
- Financial reporting/accounting: Former multi-company CFO; designated “audit committee financial expert,” supporting high-quality financial oversight .
- Risk management and insurance: Prior CFO at Marsh & McLennan; chairs AIG’s Risk Committee with ERM and operational risk focus .
- Technology and digital: Senior finance roles at technology firms (Dropbox, Motorola Mobility, Oath), aligning with AIG’s board focus on cybersecurity, data and digital strategy .
Equity Ownership
| Holder | Beneficial Ownership (as of Jan 31, 2025) | Composition/Notes |
|---|---|---|
| Vanessa A. Wittman | 6,625 shares (includes DSUs) | Reported in director ownership table; none of the directors/officers owns >1% of shares; DSUs deliver after service ends . |
Ownership policy/guidelines: Directors must hold 5x base retainer; prohibition on hedging/pledging; none pledged .
Governance Assessment
-
Positives for investor confidence
- Experienced multi-company CFO and audit committee financial expert; currently chairs Risk Committee and serves on Audit—strong fit for AIG’s risk, finance and control environment .
- Clear independence; Board-wide independence and strong shareholder rights framework; robust executive-session practice .
- Director pay is modest, peer-benchmarked, equity-heavy via DSUs that settle after board service—enhances long-term alignment; stringent 5x retainer ownership guideline and ban on hedging/pledging (none pledged) .
-
Watch items / potential risks
- Risk Committee met 2 times in 2024 (versus Audit’s 7), though the charter was refocused on operational risks with risk oversight distributed across the Board; continued monitoring of committee cadence and coverage advisable given evolving cyber/operational risk landscape .
- Board removed mandatory retirement age to facilitate flexibility and chair rotation; while enhancing continuity, investors often monitor refreshment processes to ensure ongoing independence and effectiveness—AIG highlights active refreshment and evaluations .
No related-party transactions or material relationships were identified by the Board in determining director independence (applies to all nominees other than the CEO). No hedging/pledging permitted and none pledged; overboarding policy in place and compliance confirmed for nominees .