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Share-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation Plans | 19. Share-Based Compensation Plans The following table presents our total share-based compensation expense:
Years Ended December 31, |  |  |  |  |  |
(in millions) |  | 2024 |  | 2023 |  | 2022
Share-based compensation expense - pre-tax(a) | $ | 211 |  | $ | 199 |  | $ | 288 |
Share-based compensation expense - after tax(b) |  | 167 |  |  | 157 |  |  | 228 |
(a)As a result of accelerated vesting events, such as retirement eligibility in the year of grant and involuntary terminations, we recognized $52 million, $58 million and $67 million in 2024, 2023 and 2022, respectively, prior to the end of the specified vesting periods. It is our policy to reverse compensation expense for forfeited awards when they occur. (b)We also recognized $16 million of tax benefit due to share settlements occurring in 2024. EMPLOYEE PLANS The Company sponsors several stock compensation programs under the AIG Long Term Incentive Plan (LTIP) (as amended) and its predecessor plan from which performance share units (PSUs), restricted stock units (RSUs), stock options and deferred stock units (DSUs) (collectively units) are issued. In addition, off-cycle grants are made from time to time during the year generally as sign-on awards to new hires or as a result of a change in employee status. The LTIP is governed by the AIG 2021 Omnibus Incentive Plan (2021 Omnibus Plan), which was adopted at the annual shareholders’ meeting in May 2021, replacing the AIG 2013 Omnibus Incentive Plan (2013 Plan). Our share-settled awards are settled with previously acquired shares held in AIG’s treasury. AIG Omnibus Incentive Plan The 2021 Omnibus Plan provided for the grants of share-based awards to our employees and non-employee directors. The total number of shares granted under the 2021 Plan (the reserve) was the sum of 1) 8.1 million shares of AIG Common Stock, plus 2) the number of authorized shares that remained available for issuance under the 2013 Plan when the 2021 Omnibus Plan became effective, plus 3) the number of shares of AIG Common Stock relating to outstanding awards under the 2013 Plan at the time the 2021 Omnibus Plan became effective that subsequently were forfeited, expired, terminated or otherwise lapse or are settled in cash. Each share-based unit granted under the Omnibus Plan reduces the number of shares available for future grants by one share. However, shares with respect to awards that are forfeited, expired or settled for cash are returned to the reserve. As of December 31, 2024, 23,168,953 shares are available for future grants. AIG Long Term Incentive Plan Long-Term Incentive (LTI) Awards The LTIP provides for an annual award to certain employees, including our senior executive officers and other highly compensated employees that may be comprised of a combination of one or more of the following units: PSUs, RSUs or stock options. The number of PSUs issued on the grant date (the target) provides the opportunity for LTIP participants (usually senior management) to receive shares of AIG Common Stock based on AIG achieving specified performance goals at the end of a three-year performance period. These performance goals are pre-established by AIG’s Compensation and Management Resources Committee (CMRC) for each annual grant and may differ from year to year. The actual number of PSUs earned can vary from zero to 200 percent of the target for the 2024, 2023 and 2022 LTI awards, depending on AIG’s performance relative to a specified peer group and/or the outcome of pre-established financial goals, as applicable. RSUs and stock options are earned based solely on continued service by the participant. In addition, PSUs and RSUs accrue dividend equivalent rights (DERs) during the specified service period as AIG’s dividends are declared. These DERs are settled in cash only if the underlying units’ vesting conditions are met. Vesting occurs on January 1 of the year immediately following the end of the three-year performance and service period. Beginning in 2022, vesting for RSUs and stock options awarded occurs in three equal installments on the first, second and third anniversary of the grant date. Recipients must be employed at each vesting date to be entitled to share delivery, except upon the occurrence of an accelerated vesting event, such as an involuntary termination without cause, disability, retirement eligibility or death during the vesting period. However, for involuntarily terminated employees hired after April 1, 2022 unvested RSUs and options are forfeited on the termination date, while PSUs are pro-rated based on the number of completed years in the performance period. Unit Valuation The fair value of time-vesting RSUs as well as PSUs that are earned based on certain company-specific metrics was based on the closing price of AIG Common Stock on the grant date; while the fair value of PSUs that are earned based on AIG’s relative total shareholder return (TSR) was determined on the grant date using a Monte Carlo simulation. The following table presents the assumptions used to estimate the fair value of PSUs that vest based on AIG’s TSR:
| 2024 | 2023 | 2022
Expected dividend yield(a) | — | % | — | % | — | %
Expected volatility(b) | 28.72 | % | 37.98 | % | 47.60 | %
Risk-free interest rate(c) | 4.36 | % | 4.42 | % | 1.71 | %
(a)The award agreement provides that TSR for AIG and each member of the Peer Group will be calculated assuming dividends distributed are reinvested on the ex‑dividend date. (b)We used the historical volatility over the most recent 2.86-year period for AIG and the members of the Peer Group, commensurate with the remaining Performance Period as of the valuation date. (c)We converted the semi-annual zero-coupon U.S. Treasury rates as of the valuation date to continuously compounded rates. We then chose the continuously compounded risk-free rate that is commensurate with the length of the remaining performance period as of the valuation date and interpolated between the yields of the two-year and the three-year continuously compounded rates to determine the yield. The following table summarizes outstanding share-settled LTI awards(a):
| Number of Units |  |  | Weighted Average Grant-Date Fair Value
Year Ended December 31, 2024(b) | 2024 LTI | 2023 LTI | 2022 LTI | 2021 LTI |  |  | 2024 LTI |  | 2023 LTI |  | 2022 LTI |  | 2021 LTI
Unvested, beginning of year | — |  | 1,734,969 |  | 1,108,153 |  | 1,727,851 |  |  |  | $ | — |  |  | $ | 60.02 |  |  | $ | 61.95 |  |  | $ | 45.08 |
Granted | 2,140,298 |  | — |  | — |  | — |  |  |  | 68.31 |  |  | — |  |  | — |  |  | — |
Vested(c) | (675,495) |  | (652,758) |  | (743,117) |  | (1,721,506) |  |  |  | 68.27 |  |  | 59.86 |  |  | 62.13 |  |  | 45.08 |
Forfeited | (99,414) |  | (111,860) |  | (55,994) |  | (6,345) |  |  |  | 68.19 |  |  | 59.89 |  |  | 65.07 |  |  | 44.10 |
Unvested, end of year(d) | 1,365,389 |  | 970,351 |  | 309,042 |  | — |  |  |  | $ | 68.34 |  |  | $ | 60.14 |  |  | $ | 60.94 |  |  | $ | — |
(a)Excludes stock options, other RSUs and DSUs, which are discussed under Stock Options, Other RSU Grants and Non-Employee Plan, respectively. (b)PSUs represent target amount granted and does not reflect potential increases or decreases that could result from the final outcome of the performance goals for the respective awards, which is determined by the CMRC in the quarter after the applicable performance period ends. (c)Also reflects units that vest as a result of an accelerated vesting event that occurred prior to the specified vesting date but for which share delivery has not yet occurred. (d)At December 31, 2024, the total unrecognized compensation cost for outstanding RSUs and PSUs was $96 million and the weighted-average and expected period of years over which that cost is expected to be recognized are 1.00 year and 2.25 years. Stock Options Stock options were issued as part of the 2024, 2023 and 2022 LTI awards, and to certain newly hired senior executives in 2017 and 2018. Option awards are generally granted with an exercise price equal to the market price of the company’s stock on the grant date and are exercisable up to 10 years from the date of grant, or 3 years from the date of an involuntary termination or the option's expiration date, if earlier. The fair value of the options was estimated on the grant date using the Black-Scholes model for the time-vesting options, and a Monte Carlo simulation for the hurdle-vesting options. The following weighted-average assumptions were used for stock options granted:
| 2024 |  | 2023 |  | 2022 |
Expected annual dividend yield(a) | 2.11 |  | % | 2.14 |  | % | 2.08 |  | %
Expected volatility(b) | 25.27 |  | % | 25.17 |  | % | 32.13 |  | %
Risk-free interest rate(c) | 4.21 |  | % | 4.06 |  | % | 1.92 |  | %
Expected term(d) | 6.00 | years | 6.00 | years | 6.00 | years
(a)The dividend yield is the last dividend from Bloomberg times 4 divided by stock price based on Bloomberg Professional service as of the valuation date. (b)The expected volatility is based on the implied volatility of 24 months stock option estimated by the Bloomberg Professional service as of the valuation date. (c)We converted the semi-annual zero-coupon U.S. Treasury rates as of the valuation date to continuously compounded rates. We then chose the continuously compounded risk-free rate that is commensurate with the length of the remaining performance period as of the valuation date and interpolated between the yields of the two-year and the three-year continuously compounded rates to determine the yield. (d)The contractual term is 10 years from the date of grant. The following table provides a rollforward of stock option activity:
As of or for the Year Ended December 31, 2024 | Units |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life |  | Aggregate Intrinsic Values (in millions)
Outstanding, beginning of year | 12,295,661 |  |  | $ | 50.69 |  |  | 6.81 |  |
Granted | 1,080,790 |  |  | 68.19 |  |  |  |  |
Exercised | (3,071,453) |  |  | 52.62 |  |  |  |  |
Forfeited or expired | (1,287,410) |  |  | 62.82 |  |  |  |  |
Outstanding, end of year | 9,017,588 |  |  | $ | 50.40 |  |  | 6.61 |  | $ | 202 |
Exercisable, end of year | 7,263,927 |  |  | $ | 46.94 |  |  | 5.87 |  | $ | 188 |
The weighted average grant-date fair value of stock options granted during 2024, 2023 and 2022 was $12.51, $11.43 and $10.77, respectively. As of December 31, 2024, we recognized $18 million of expense, while $13 million was unrecognized and is expected to be amortized up to 2.25 years. We received $162 million in cash from the exercise of stock options during 2024. Other RSU Grants The Company may issue time-vesting RSUs for various reasons including, as a sign-on bonus, retention grant or replacement award in an acquisition. Vesting for these awards ranges from 1 to 5 years and is contingent on continuous service. The following table summarizes outstanding share-settled Other RSU grants.
| Number of Units |  | Weighted Average Grant-Date Fair Value
Years Ended December 31, | 2024 | 2023 | 2022 |  |  | 2024 |  | 2023 |  | 2022
Unvested, beginning of year | 1,361,714 |  | 1,488,248 |  | 728,340 |  |  | $ | 57.79 |  | $ | 54.77 |  | $ | 42.82 |
Granted | 241,536 |  | 208,641 |  | 1,070,458 |  |  |  | 73.78 |  |  | 62.42 |  |  | 60.16 |
Vested | (264,588) |  | (252,635) |  | (290,037) |  |  |  | 52.82 |  |  | 49.42 |  |  | 44.59 |
Forfeited | (20,382) |  | (82,540) |  | (20,513) |  |  |  | 64.03 |  |  | 40.70 |  |  | 55.89 |
Unvested, end of year | 1,318,280 |  | 1,361,714 |  | 1,488,248 |  |  | $ | 61.62 |  | $ | 57.79 |  | $ | 54.77 |
We recognized $29 million of expense related to these RSU grants in 2024. Total unrecognized compensation cost related to these grants was $42 million and the weighted-average and expected period of years over which that cost is expected to be recognized are 1.09 years and 4.25 years at December 31, 2024. NON-EMPLOYEE PLAN Our non-employee directors, who serve on our Board of Directors, receive share-based compensation in the form of fully vested DSUs with delivery deferred until retirement from the Board of Directors. DSUs granted in 2024, 2023 and 2022 accrue dividend equivalents in the form of additional DSUs equal to the amount of any regular quarterly dividend that would have been paid by AIG if the shares of AIG Common Stock underlying the DSUs had been outstanding. In 2024, 2023 and 2022, we granted to non-employee directors 33,940, 47,344 and 46,273 DSUs, respectively, and recognized expense of $2.6 million, $2.6 million and $2.7 million, respectively.

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