Institutional Shareholder Services Inc and Glass Lewis & Co, which together influence the vast majority of institutional shareholder votes, each argued in recent reports that AIG’s top executives get paid too much.
AIG’s executive compensation has an “unmitigated pay-for-performance misalignment,” ISS said in a report on May 7.
“The company paid more than its peers, but performed significantly worse than its peers,” Glass Lewis said in a report seen by Reuters that was distributed last month. Neither recommendation has previously been reported publicly.
An AIG spokesman declined to comment.
Executive compensation has been an issue for AIG since it received a $180 billion taxpayer bailout during the 2008 financial crisis, while still paying executives tens of millions of dollars and funding lavish client events.
It has drawn renewed scrutiny since Chief Executive Officer Brian Duperreault joined in 2017 with a lucrative package, and began paying top dollar for talent.
AIG’s board awarded Duperreault $21 million last year, less than half his compensation in 2017.
His pay compares with $10 million to $17 million for CEOs of major U.S. competitors Prudential Financial Inc, Travelers Companies Inc and MetLife Inc. ISS noted that AIG’s total shareholder return last year was negative 32%, compared with negative 0.8% for a major insurance index.
Duperreault has said previously that AIG needs to be able to attract and retain top talent to turn around lagging performance. Without big paychecks, executives might not want to join the insurer, which has been working through underwriting and technology issues for several years.
In the first quarter, AIG showed signs of improvement. It beat Wall Street expectations, with its general insurance business posting an underwriting profit for the first time since the crisis.
Still, compensation was the one area in which ISS and Glass Lewis disagreed with management regarding how shareholders should vote at the May 21 meeting.
In addition to performance misalignment, ISS said AIG did not adequately explain some elements of Duperreault’s pay. It offered only “cautionary support” for board members who sit on the compensation committee.
The two firms advised against voting for AIG’s executive compensation last year as well. Shareholders approved the packages nonetheless, by a smaller-than-usual margin.