By Suzanne Barlyn
(Reuters) - American International Group Inc <AIG.N> faces a crucial test on Wednesday, when shareholders are to vote on whether the board of directors has adequately addressed their concerns about executive pay.
Investors offered relatively weak support for AIG's pay proposals in the prior two years during the era of Chief Executive Officer Brian Duperreault, who joined the U.S. insurer in May, 2017 with a lucrative package and has argued that paying top dollar is the only way to recruit and retain top talent.
Two influential proxy advisory firms, which scrutinize proposals and suggest how shareholders should vote, offered cautious approval of AIG's executive pay this year, saying the board engaged with a significant portion of investors and made enough changes to warrant a "yes" vote.
They noted, however, that the company's stock performance has been poor, that Duperreault is rewarded more than peers and that AIG has room to improve structural issues with executive compensation.
"Cautionary support for the say-on-pay proposal is warranted," Institutional Shareholders Inc said in its analysis. AIG made "meaningful improvements," but its compensation remains a "high concern" because of a misalignment between performance and pay.
Glass Lewis & Co also "cautiously" recommended approving AIG's pay proposal because of steps it took to engage with shareholders and restructure compensation packages, despite giving the company an "F" grade in pay-for-performance.
An AIG spokesman declined to comment on the reports.
Both firms had opposed AIG's pay packages in 2019 and 2018. Just 55% and 62% of voting shareholders threw their support behind the proposals in those years, respectively - far below the norm of 90% or more for U.S. stock issuers.
Executive compensation was a fiery issue for AIG after it received a $180 billion taxpayer bailout in 2008 while still paying executives tens of millions of dollars and funding lavish client events. The money AIG spent to hire Duperreault and the amount it has been putting toward him and other executives with few strings attached re-ignited the debate among investors.
In 2019, AIG held 32 meetings with stockholders representing 54% of outstanding shares to discuss their concerns. The company had reached out to an even wider swath of stakeholders, offering consultations with top executives or directors.
The board made some changes in response to criticism that performance metrics were subjective or vague, that they did not align closely enough with performance or that they were too short-term in nature.
For instance, AIG reduced equity grants and introduced a "vesting cap" that limits rewards executives can receive when the insurer does worse than its peers. It also made changes to prior awards to reflect AIG's slumping stock price.
The board, led by independent Chair Douglas Steenland, awarded Duperreault $19.4 million for 2019. That was a 7.6% decline from his pay in 2018.
AIG's total shareholder return for the three years ending in 2019 was -5.47% compared with 8.12% for a major insurance index, according to ISS.
(Reporting by Suzanne Barlyn; Editing by Lauren Tara LaCapra and Dan Grebler)