American International Group Inc (AIG.N) faces an uphill climb to convince shareholders to approve a $43.1 million pay package for Chief Executive Officer Brian Duperreault during the company’s annual meeting on Wednesday.


Two influential proxy advisory firms, International Shareholder Services (ISS) and Glass Lewis, have advised shareholders to reject the package in the non-binding vote, saying it did not align with AIG’s performance.

AIG’s stock has dropped 13 percent since Duperreault took charge of the company last May.

The company’s pay arrangements include $24.2 million for former CEO Peter Hancock, who stepped down last year under pressure, with a $5 million cash award “for his service through the transition” to Duperreault, according to the company’s annual proxy filing to the U.S. Securities and Exchange Commission in March.

It is unusual for both advisory firms to recommend voting against pay measures for the same company. ISS recommends votes against pay only about 12 percent of the time for companies listed on the broad-based Russell 3000 stock index, an ISS spokesman said.

That could sway shareholders, corporate governance experts said.
“It seems that investors do react to these recommendations,” Jill Brown, a management professor at Waltham, Massachusetts-based Bentley University, said in an email.


Brown pointed to a March non-binding vote by Walt Disney Co (DIS.N) shareholders, who rejected a $48.5 million executive compensation plan for Chief Executive Officer Bob Iger by a 52 percent majority.

Both proxy advisory firms had advised against Iger’s package.


Glass Lewis gave AIG’s package a letter grade of “F.”
“Overall, the company paid significantly more than its peers, but performed significantly worse than its peers,” the report said.
ISS said one-time awards to Duperreault when he joined the company, including a $12 million cash bonus, were not tied to performance.

AIG declined to comment on the proxy recommendations.

AIG’s board compensation committee “believes this award properly motivates Mr. Duperreault to create sustainable, profitable growth for AIG, aligning his interests with those of our shareholders,” the proxy filing states.

Some investors have previously said they would approve of Duperreault’s pay so long as he performs.