DEF 14A of Corebridge Financial, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022987
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board has nominated thirteen directors for election at the Annual Meeting. Each director elected at the Annual Meeting will serve until the 2025 Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Each of the director nominees is a current member of the Board and has consented to being named as a nominee and to serve if elected.
How does the Board recommend that I vote?
How does the Board recommend that I vote? The Board recommends that you vote FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of our business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized below.
How will the proxyholders vote?
How will the proxyholders vote? Unless otherwise instructed, the proxyholders will vote FOR the election of the director nominees. It is not expected that any of the nominees will become unavailable for election as a director at the Annual Meeting, but if any should become unavailable, proxies will be voted for such other persons as the proxyholders may determine in their discretion. Alternatively, the Board may reduce its size.
What is the vote required for the election of a director nominee?
What is the vote required for the election of a director nominee? The By-Laws provide that, in uncontested elections, director nominees must receive the affirmative vote of a majority of the votes cast to be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). An “uncontested election of directors” means an election of directors in which the number of director nominees does not exceed the number of directors to be elected by the shareholders at that election. Only votes cast “for” or “against” a director nominee will be considered. Under the By-laws and Corporate Governance Guidelines, each director nominee is required to submit an irrevocable resignation from the Board that would become effective upon: (1) the failure of the nominee to receive the required vote at the Annual Meeting and (2) the Board’s acceptance of the resignation. If a nominee fails to receive the required vote, the Board will accept the resignation unless the Board determines that the best interests of Corebridge and its shareholders would not be served by doing so.
Our Director Nominees
Our Director Nominees The Board has nominated for election to the Board the thirteen individuals presented below in “—Director Information.” All are incumbent directors and were elected by the stockholders at our 2023 Annual Meeting of Stockholders, other than Ms. Tarpey, who joined the Board in July 2023, Ms. Leone, who joined the Board in March 2024, and Ms. Glazer and Ms. Banthin, who each joined the Board in April 2024. Ms. Tarpey, Ms. Glazer and Ms. Banthin were appointed to the Board pursuant to the Separation Agreement, and a search firm that assisted with recruitment efforts identified and recommended Ms. Leone.
Director Independence Assessment
Director Independence Assessment The Board has assessed the independence of each of the members of the Board who served for all or a portion of fiscal 2023 or were appointed to the Board in 2024 and each of the director nominees and determined that four of the directors and director nominees — Mr. Colberg, Mr. Lynch, Ms. Schioldager and Ms. Leone — are independent under the NYSE listing standards. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must affirmatively determine that he or she has no material relationships with Corebridge, either directly or as a partner, shareholder or officer of another organization that has a relationship with Corebridge. Before joining the Board, and annually thereafter, each director or nominee (as applicable) completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the independence determination for that individual, or that may affect the heightened independence standards that apply to members of the Audit Committee. The Board’s assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director. In particular, in making the independence determinations, the Board considered relationships arising from: (1) our status as a Controlled Company of AIG, (2) Blackstone’s investment in Corebridge and (3) fees we have paid to certain major financial services institutions in their capacities to us as lenders, bookrunners, sub-advisors and/or financial counterparties to our derivative and hedging transactions and other corporations with whose affiliates directors have existing relationships. NYSE rules require that listed companies have a majority of independent members on their Board. However, as a Controlled Company, we are not required to comply with this rule until one year after we cease to be a Controlled Company.
Director Information
Director Information
Director Information
| | Peter Zaffino, AIG Director and Chairman of the Board Age: 57 Director Since: 2021 Committees: • Special Purpose Committee (Chair) Career Highlights: AIG (2017 – Present) • Chairman, since 2022 • Chief Executive Officer, since 2021 • President, since 2020 • Executive Vice President and Global Chief Operating Officer, 2017 – 2021 • Chief Executive Officer, General Insurance, 2017 – 2019 Marsh & McLennan Companies, Inc. (professional services) • Various senior positions, including: – Chairman for the Risk and Insurance Services segment, 2015 – 2017 – Chief Executive Officer of Marsh, LLC, 2011 – 2017 – President and Chief Executive Officer of Guy Carpenter, 2008 – 2011 – Various executive roles at Guy Carpenter, 2001 – 2008 CORE Holdings, a GE Capital portfolio company • Various roles, 1995 – 2001 Other Current Directorships: AIG (NYSE: AIG) Qualifications: Mr. Zaffino brings to the Board his expertise and key leadership skills developed through extensive experience in the insurance and financial services industries, with a strong background across finance, operations, professional services and risk management, as well as perspective as Chairman and Chief Executive Officer of AIG. |
Director Information
| | Chris Banthin, AIG Director Age: 54 Director Since: 2024 Committees: None Career Highlights: AIG (2021 – 2022; 2024 – Present) • Senior Vice President and Corporate Secretary, since 2024 • Associate General Counsel, Separation Initiatives, 2021 – 2022 Corebridge Financial, Inc. (2022 – 2024) • Chief Corporate Counsel and Corporate Secretary Equitable Holdings, Inc. (1998-2021) • Senior Vice President, Assistant Secretary and Associate General Counsel, 2018 – 2021 • Various positions, 1998-2018 Qualifications: Ms. Banthin brings to the Board her expertise in corporate strategy, corporate governance and regulatory oversight developed through experience as a legal and strategic advisor in the financial services and insurance industries and perspective as the former Chief Corporate Counsel and Corporate Secretary of Corebridge. |
Director Information
| | Adam Burk, AIG Director Age: 47 Director Since: 2021 Committees: None Career Highlights: AIG (2013 – Present) • Head of Corporate Development, Strategy and Mergers & Acquisitions, since 2021 • Previously served as Chief Financial Officer of Global Operations and held other senior roles within capital strategy and planning Citigroup, Nomura and Morgan Stanley • Investment Banker (focused on financial institutions, specializing in insurance) Latham & Watkins • Associate Other Current Directorships: • Azur Group • H.E.S. educational center Qualifications: Mr. Burk brings to the Board his expertise developed through extensive experience in the financial services industry, with a strong background across financial services, insurance and capital strategy, and perspective as a Head of Corporate Development, Strategy and Mergers & Acquisitions for AIG. |
Director Information
| | Alan Colberg, Independent Director Age: 62 Director Since: 2022 Committees: Audit Committee (Chair) Career Highlights: Assurant, Inc. • Chief Executive Officer, 2021 – 2022 • President and Chief Executive Officer, 2014 – 2021 • Executive Vice President of Marketing and Business Development, 2011 – 2014 Bain & Company, Inc. • Consultant for 22 years, leading the firm’s global Financial Services practice Other Current Directorships: US Bancorp (NYSE: USB) Former Directorships: • Assurant, Inc. (NYSE: AIZ) • CarMax, Inc. (NYSE: KMX) Qualifications: Mr. Colberg’s chief executive officer experience at Assurant and senior leadership experience in the financial services, insurance and consulting industries qualify him to serve on our Board. Further, Mr. Colberg’s extensive background in corporate strategy and finance enables him to provide additional insight to our Board and its committees. |
Director Information
| | Rose Marie Glazer, AIG Director Age: 57 Director Since: 2024 Committees: None Career Highlights: AIG (2017 – Present) • Executive Vice President, General Counsel and Interim Chief Human Resources & Diversity Officer, since 2023 • Executive Vice President, Chief Human Resources & Diversity Officer, 2022 – 2023 • Executive Vice President, Chief Human Resources Officer and Corporate Secretary, 2022 • Senior Vice President, Corporate Secretary and Deputy General Counsel, 2017 – 2021 Siemens AG • Senior Vice President and General Counsel – Americas, 2011 – 2017 • Various legal leadership roles for Siemens PLM Software, 2004 – 2011 Telvista • Vice President and General Counsel, 2001 – 2004 Allied Riser Communications Corporation • Vice President and Assistant General Counsel, 1999 – 2001 American Airlines • Attorney and Assistant Corporate Secretary, 1996 – 1999 Qualifications: Ms. Glazer brings to the Board her expertise developed through extensive experience in the legal and insurance industries, with a strong background in human capital management, corporate governance, crisis management, compliance and ethics and the intersection of technology and law. |
Director Information
| | Jonathan Gray, Blackstone Director Age: 54 Director Since: 2021 Committees: None Career Highlights: Blackstone Inc. (1992 – Present) • President and Chief Operating Officer • Previously served as Global Head of Real Estate Other Current Directorships: • Blackstone Inc. (NYSE: BX) • Hilton Worldwide Holdings Inc. (NYSE: HLT) Qualifications: Mr. Gray brings to the Board his expertise developed through extensive experience in the financial services industry, with a strong background across financial services, private investment and real estate and perspective as President and Chief Operating Officer of Blackstone. |
Director Information
| | Kevin Hogan, Director, President and Chief Executive Officer Age: 61 Director Since: 2021 Committees: None Career Highlights: Corebridge Financial, Inc. (2014 – Present) • President and Chief Executive Officer, since 2014 Zurich Insurance Group • Chief Executive Officer, Global Life Insurance, 2009 – 2013 AIG • Various senior positions, 1984 – 2008 Other Current Directorships: • LL Global/LIMRA • Alliance for Lifetime Income • ACLI Qualifications: Mr. Hogan brings to the Board, his expertise and key leadership skills developed through his extensive experience in the financial services industry. Mr. Hogan holds a very strong background in insurance, and perspective as Chief Executive Officer of Corebridge. |
Director Information
| | Deborah Leone, Independent Director Age: 59 Director Since: 2024 Committees: None Career Highlights: Goldman Sachs Group, Inc. • Partner, 2008 – 2019 • Chief Operating Officer, Investment Management Division, 2017 – 2019 • Global Director of Internal Audit, 2011 – 2017 • Global Controller for IMD, 2008 – 2011 Other Current Directorships: • Organon & Co. (NYSE: OGN) • Goldman Sachs Bank USA • Goldman Sachs Philanthropy Fund and Ayco Charitable Foundation • Board of Trustees of Syracuse University Qualifications: Ms. Leone brings to the Board her expertise developed through extensive experience in the financial services industry, with a strong background in business strategy, operations, accounting and risk management. |
Director Information
| | Christopher Lynch, Independent Director Age: 66 Director Since: 2021 Committees: • Audit Committee • Special Purpose Committee • Section 16 Sub-Committee Career Highlights: Independent Consultant • Provides a variety of services to public and privately held companies, since 2007 KPMG • Variety of positions over 29-year career: – National Partner in Charge of Financial Services Line of Business – Chaired America’s Financial Services Leadership team and member of the Global Financial Services Leadership and the U.S. Industries Leadership teams – Partner in National Department of Professional Practice and Fellow at the Financial Accounting Standards Board Other Current Directorships: Tenet Healthcare Corporation (NYSE: THC) Former Directorships: • AIG (NYSE: AIG) • Federal Home Loan Mortgage Corporation Qualifications: Mr. Lynch brings to the Board his expertise and key leadership skills developed through extensive experience in the financial services industry, with a strong background across financial audit and accounting services. |
Director Information
| | Sabra Purtill, AIG Director Age: 61 Director Since: 2023 Committees: None Career Highlights: AIG (2019 – Present) • AIG Chief Financial Officer, since January 2023 • Corebridge Executive Vice President and Chief Investment Officer, April 2022 – January 2023 • AIG Executive Vice President and Chief Risk Officer, July 2021 – April 2022 • Previously, Deputy Chief Financial Officer overseeing Treasury, Rating Agency Relations, Investor Relations and Corporate Development Hartford Financial Service Group, Inc. • Senior Vice President, Investor Relations and Treasurer Assured Guaranty Ltd. • Managing Director, Investor Relations and Communications Chubb Limited • Senior Vice President Qualifications: Ms. Purtill brings to the Board her expertise developed through extensive experience in the financial services industry, with a strong background across insurance, risk management and investment management, and perspective from her executive role at AIG. |
Director Information
| | Chris Schaper, AIG Director Age: 59 Director Since: 2023 Committees: Special Purpose Committee Career Highlights: AIG (2019 – Present) • Global Chief Underwriting Officer • Chief Executive Officer for AIG Re, Validus Re and AlphaCat Marsh & McLennan Companies, Inc. • Chief Executive Officer of Victor Insurance Holdings, Marsh’s global managing general agent business, 2016 – 2019 Montpelier Re Ltd • President Blue Capital (Montpelier’s capital markets entity) • Underwriting Chair Endurance Specialty Insurance Ltd. • Various leadership roles, including Chief Underwriting Officer and Head of Reinsurance Former Directorships: • Flagstone (Bermuda) Holdings Limited • Reinsurance Association of America Qualifications: Mr. Schaper brings to the Board his expertise developed through extensive experience in the insurance and reinsurance industry and perspective as a senior executive of AIG. |
Director Information
| | Amy Schioldager, Independent Director Age: 61 Director Since: 2021 Committees: • Audit Committee • Special Purpose Committee • Section 16 Sub-Committee Career Highlights: BlackRock, Inc. • Senior Managing Director and Global Head of Beta Strategies, 2006 – 2017 • Member of Global Executive Committee, 2012 – 2017 • Vice Chair of Corporate Governance committee, 2008 – 2015 • Founded and lead BlackRock’s Women’s Initiative Wells Fargo Investment Advisors • Fund Accountant Other Current Directorships: Intermediate Capital Group Former Directorships: AIG (NYSE: AIG) Qualifications: Ms. Schioldager brings to the Board her expertise and key leadership skills developed through extensive experience in the financial services industry, with a strong background across investment management, corporate governance and accounting services. |
Director Information
| | Mia Tarpey, AIG Director Age: 51 Director Since: 2023 Committees: None Career Highlights: AIG (2021 – 2022; 2023 – Present) • Head of Corporate Administration and Strategic Divestitures, since July 2023 • Head of Separation Management Office, 2021 – 2022 Corebridge Financial, Inc. (2022 – 2023) • Executive Vice President and Chief Operating Officer Equitable Financial Life Insurance Company • Managing Director, Head of Operations and Strategy, Individual Retirement, 2020 – 2021 • Various leadership roles, including Head of Strategy, Life & Retirement, 2015 – 2020 Chase Wealth Management, a division of JPMorgan Chase & Co. • Chief Administrative Officer, 2014 – 2015 E*TRADE Financial Corporation • Various roles in corporate development, innovation and risk management, 2005 – 2014 Qualifications: Ms. Tarpey brings to the Board her expertise developed through extensive experience in the insurance industry and perspective as a former senior executive of Corebridge. |
2023 Director Compensation
2023 Director Compensation We use a combination of cash and deferred stock-based awards to retain and attract qualified candidates to serve as independent directors. In setting director compensation, the Board considers the significant amount of time that our independent members of the Board spend in fulfilling their duties to Corebridge, as well as the degree of skills and expertise needed to perform their duties. The following table provides information regarding compensation that we paid to our independent directors in 2023. No other directors received any compensation for their services as directors during 2023.
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Alan Colberg | $155,000 | 165,000 | $320,000 | | Christopher Lynch | $120,000 | 165,000 | $285,000 | | Amy Schioldager | $120,000 | 165,000 | $285,000 | | Patricia Walsh(2) | $110,000 | 165,000 | $275,000 |
2023 Director Compensation
| (1) The amounts reported in this column represent the aggregate grant date fair value of 9,981 deferred stock units (DSUs) granted in 2023 in accordance with FASB ASC Topic 718. As of December 31, 2023, the directors had outstanding awards as follows: |
2023 Director Compensation
| Name | Deferred Stock Units | | Alan Colberg | 17,839 | | Christopher Lynch | 17,839 | | Amy Schioldager | 17,839 | | Patricia Walsh(2) | 17,839 |
2023 Director Compensation
| (2) Ms. Walsh resigned from the Board in November 2023. |
Philosophy
| Principle | Component | Application | | Attract and retain the best talent | • Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for business needs | Compensation levels set considering market data for talent peers with relevant experience and skillsets in the insurance and financial services industries where the Company competes for talent Employ special, one-time awards to promote retention |
Philosophy
| Principle | Component | Application | | Pay for performance | • Create a pay-for-performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance • Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits | Majority of compensation is variable and at-risk Incentives tied to company performance, business / function performance and individual contributions Objective performance measures and goals used, clearly disclosed herein Compensation provides significant upside and downside potential for superior performance and under performance | | Align interests with shareholders | • Align the long-term economic interests of key employees with those of shareholders by ensuring that a meaningful component of their compensation is provided in equity • Motivate all employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for shareholders • Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of the Company by rewarding both annual and long-term performance • Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation | Majority of compensation is equity-based Executives are subject to risk management policies, including clawback, anti-hedging and pledging policies Performance goals are set with rigorous standards commensurate with both the opportunity and company risk guidelines Annual risk assessments evaluate compensation plans to ensure they appropriately balance risk and reward Follow evolving compensation best practices through engagement with outside consultants and peer groups |
Framework
| Direct Compensation Framework | | | Base Salary | Base salary is fixed compensation for services that is intended to fairly compensate executives for the responsibilities of their position, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking. | | STI Awards | STI awards are variable annual cash incentive awards determined based on performance relative to corporate and individual goals. STI awards are designed to drive business objectives and strategies and reward performance delivered during the year. The fundamental structure of the STI program provides an opportunity to incentivize and reward both leading and lagging indicators of performance, with a focus on guiding the organization towards balancing profitability, growth and risk. | | LTI Awards | LTI awards are equity-based compensation in the form of AIG PSUs (for CEO only) and CRBG RSUs and stock options. LTI awards are designed to reward long-term value creation, performance achievements and stock price appreciation. |
Roles and Responsibilities
| Individual/Entity | Responsibilities | | AIG CMRC | The AIG CMRC consists solely of independent AIG, Inc. directors and approved Mr. Hogan’s compensation for 2023. | | Corebridge SPC | The Corebridge SPC consists of two AIG Directors and two independent directors and meets as necessary to review and approve various compensation-related items, including: • incentive program design, including metrics • total direct compensation for executives, including STI awards, LTI grant dollar values and base salary • compensation plans • performance goals for the Corebridge CEO | | Section 16 Sub-Committee | The Section 16 Sub-Committee consists of two non-employee directors and has the authority to grant equity awards under the Corebridge Long Term Incentive Plan | | Corebridge CEO | The Corebridge CEO presents recommendations for NEO compensation to the Corebridge SPC; no other NEO plays a decision-making role in determining the compensation of any other NEO | | Corebridge Human Resources Department | The Corebridge Human Resources Department performs many of the organizational and administrative tasks underlying Corebridge’s compensation practices |
Use of Market Data
Use of Market Data AIG uses data for its relevant peer groups to support the key principles of its compensation philosophy, including attracting and retaining the best talent and paying for performance. For Mr. Hogan, AIG used a compensation peer group for executive compensation in 2023 to inform his compensation level and design. This group is comprised of:
Use of Market Data
| 1. The Allstate Corporation | 7. CIGNA Corporation | 13. The Progressive Corporation | | 2. American Express Company | 8. Citigroup Inc. | 14. Prudential Financial, Inc. | | 3. Bank of America Corporation | 9. JPMorgan Chase & Co. | 15. The Travelers Companies Inc. | | 4. BlackRock, Inc. | 10. Manulife Financial Corporation | 16. U.S. Bancorp | | 5. Capital One Financial Corp. | 11. Marsh & McLennan Company, Inc. | 17. Wells Fargo & Company | | 6. Chubb Limited | 12. MetLife Inc. | |
Use of Market Data
Moreover, for Mr. Hogan, AIG engaged Johnson Associates to prepare a report presenting market comparisons of the total compensation level.
2023 Target Total Direct Compensation
| NEO | Base Salary ($) | 2023 Target STI Award ($) | 2023 Target LTI Award ($) | Total ($) | | Kevin Hogan | 1,250,000 | 2,250,000 | 4,000,000 | 7,500,000 | | Elias Habayeb | 800,000 | 1,200,000 | 1,700,000 | 3,700,000 | | Lisa Longino | 800,000 | 1,240,000 | 1,360,000 | 3,400,000 | | Terri Fiedler | 650,000 | 820,000 | 980,000 | 2,450,000 | | Jonathan Novak | 600,000 | 750,000 | 900,000 | 2,250,000 | | Constance Hunter | 700,000 | 800,000 | 1,000,000 | 2,500,000 |
STI Awards
STI Awards 2023 STI awards for our NEOs who did not terminate employment during 2023 (our “Active NEOs”) were based on a combination of a quantitative business performance score (the “Business Performance Score”) and an assessment of individual performance (the “Individual Performance Score”) as described below. The calculation was as follows, subject to an overall cap of 200% of the relevant Active NEO’s 2023 Target STI award:
STI Awards
| 2023 Target STI AwardX | Business Performance ScoreX | Individual Performance Score | = | 2023 Actual STI Award |
STI Awards
2023 performance resulted in the following STI awards for the Active NEOs:
STI Awards
| NEO | 2023 Target STI Award ($) | Business Performance Score | Individual Performance Score | 2023 Actual STI Award ($) | | Kevin Hogan | 2,250,000 | 139% | 104% | 3,250,000 | | Elias Habayeb | 1,200,000 | 139% | 100% | 1,670,000 | | Lisa Longino | 1,240,000 | 139% | 100% | 1,720,000 | | Terri Fiedler | 820,000 | 139% | 100% | 1,140,000 | | Jonathan Novak | 750,000 | 139% | 100% | 1,040,000 |
STI Awards
Ms. Hunter’s employment with Corebridge terminated on September 8, 2023, and she received a pro-rated STI award for 2023 in accordance with the ESP, as detailed under “Potential Payments upon Termination or Change in Control.”
Business Performance Score
Note: Normalized ROAE, Normalized GOE and Normalized AATOI Per Share are non-GAAP financial measures used by Corebridge. For more information on these measures, see Appendix A. To determine the Business Performance Score, the AIG CMRC approved targets, thresholds and caps for each metric. Performance at target for a metric would result in a contribution to the Business Performance Score equal to that metric’s weighting. Accordingly, performance at target for all of the metrics would result in a Business Performance Score of 100%. Performance at threshold for a metric would result in a contribution to the Business Performance Score equal to 50% of the metric’s weighting. Performance below threshold would result in no contribution to the Business Performance Score. Performance at the cap or higher for a metric would result in an increased contribution to the Business Performance Score of 150% of the metric’s weighting. Accordingly, the Business Performance Score could range from 0% to 150%. The 2023 Business Performance Score was 139%. The following table presents the target and actual results for each of the metrics, along with their threshold, cap, relative weightings and ultimate contribution to the Business Performance Score.
LTI Awards
LTI Awards
Annual 2023 LTI Awards
Annual 2023 LTI Awards In February 2023, the Corebridge SPC granted annual LTI awards to our NEOs and for Mr. Hogan, the AIG CMRC granted the AIG PSU portion of his annual LTI award. When determining the amount of an annual LTI award for an executive, the Corebridge SPC (or AIG CMRC, for Mr. Hogan) considered whether to modify the executive’s Target LTI Award. The actual LTI award granted can reflect a modifier of up to 150% of the executive’s Target LTI Award, based on the assessment by the Corebridge SPC (or AIG CMRC, for Mr. Hogan) of a range of factors, including consideration of prior year performance and contributions, the complexity of expected contributions and the desire to enhance retention and/or provide incremental incentive for future success over the applicable performance period. In February 2023, the Corebridge SPC (or AIG CMRC, for Mr. Hogan) approved the following LTI awards for the NEOs:
Annual 2023 LTI Awards
| NEO | 2023 Target LTI Award | Modifier | 2023 Actual LTI Award | | Kevin Hogan | $4,000,000 | 100% | $4,000,000 | | Elias Habayeb | $1,700,000 | 100% | $1,700,000 | | Terri Fiedler | $980,000 | 100% | $980,000 | | Jonathan Novak | $900,000 | 100% | $900,000 |
Annual 2023 LTI Awards
2023 LTI awards consisted of 50% AIG PSUs, 25% Corebridge RSUs and 25% Corebridge Options for Mr. Hogan and 75% Corebridge RSUs and 25% Corebridge Options for Mr. Habayeb, Ms. Fiedler, and Mr. Novak. The amounts granted were determined as follows:
Annual 2023 LTI Awards
| Type of Award | How Amount Granted Was Determined | | AIG PSUs | 50% of Mr. Hogan’s total award value was divided by the average closing price of AIG common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit | | Corebridge RSUs | 75% of the total award value (25% for Mr. Hogan) was divided by the average closing price of Corebridge common stock over the five trading days preceding the grant date, rounded down to the nearest whole unit | | Corebridge Options | 25% of the total award value was divided by the value of a Corebridge Option on the grant date which was determined using a Black-Scholes pricing methodology based on assumptions which may differ from the assumptions used in determining the option’s grant date fair value based on FASB ASC Topic 718 |
2023 Annual Corebridge RSUs
2023 Annual Corebridge RSUs One-third of the annual 2023 Corebridge RSUs will vest on each of the first, second and third anniversaries of the grant date (February 21, 2023), subject to continued service on each vesting date. The 2023 Corebridge RSUs accrue Cash Dividend Equivalents.
Other 2023 LTI Awards
Other 2023 LTI Awards Ms. Longino and Ms. Hunter each received the following awards in connection with the commencement of their employment with Corebridge, which were granted in consideration for equity foregone from each executive’s previous employer:
Other 2023 LTI Awards
| NEO | Grant Date | Award Type | Amount | | Lisa Longino | February 21, 2023 | Equity Buy-Out | $1,223,215 | | Constance Hunter | June 20, 2023 | Equity Buy-Out | $1,000,000 |
Other 2023 LTI Awards
Ms. Longino’s grant consisted 100% of Corebridge RSUs which will vest 50% on February 21, 2024, 30% on February 21, 2025 and 20% on February 21, 2026, subject to continued service on each vesting date. The amount was later adjusted in May 2023 to conform to the final terms of the equity buy-out. The Corebridge RSUs accrue Cash Dividend Equivalents. Ms. Hunter’s grant consisted of 75% Corebridge RSUs and 25% Corebridge Options. One-third of each of the Corebridge RSUs and Corebridge Options were scheduled to vest on each of February 21, 2024, February 21, 2025 and February 21, 2026, subject to continued service on each vesting date. Upon termination of Ms. Hunter’s employment on September 8, 2023, all of her outstanding unvested equity awards vested in full on her last day of employment, pursuant to the terms of such equity awards.
2023 Annual AIG PSUs
2023 Annual AIG PSUs Mr. Hogan’s annual 2023 AIG PSUs can be earned based on AIG performance over a period of three years and accrue Cash Dividend Equivalents. The performance metrics applicable to his award include:
2023 Annual AIG PSUs
| • | Annual Improvement to Accident Year Combined Ratio, as Adjusted (“AYCR, ex-CAT”) calculated as a consecutive average annual improvement against each year in the performance period (weighted 25%) |
2023 Annual AIG PSUs
| • | Achievement of AIG parent company expense targets (weighted 25%) |
2023 Annual AIG PSUs
| • | Cumulative Diluted Normalized Adjusted After-Tax Income (“AATI”) attributable to AIG Common Shareholders Per Share annual improvement over the three-year performance period (weighted 30%) |
2023 Annual AIG PSUs
| • | TSR over the three-year performance period relative to a group of General Insurance peer companies (weighted 20%) |
2023 Annual AIG PSUs
All of these metrics include clearly defined goals associated with the achievement of “threshold,” “target,” “stretch” and “maximum” and are aligned to AIG’s strategic objectives. Note: AYCR, ex-CAT and Diluted Normalized AATI attributable to AIG Common Shareholders Per Share are non-GAAP financial measures used by AIG. For more information on these measures, see Appendix B.
2020 AIG PSU Payout
2020 AIG PSU Payout Mr. Hogan received AIG PSUs in 2020. The three-year performance period for these AIG PSUs ended on December 31, 2022 and the AIG PSUs were settled in 2023. This award was subject to three performance metrics, including a relative TSR modifier:
2020 AIG PSU Payout
| • | Relative Tangible Book Value Per Share Growth (weighted 80%) |
2020 AIG PSU Payout
| • | AIG 200 Net GOE Savings (weighted 20%) |
2020 AIG PSU Payout
| • | Relative TSR Modifier - a modifier is applied if AIG ranks in the top quartile (10%) and in the bottom quartile (-10%) |
2020 AIG PSU Payout
In the first quarter of 2023, AIG’s CMRC assessed performance over the three-year performance period and certified the results as set forth below in the following table. In addition, the CMRC determined AIG’s Relative TSR over the performance period ranked in the top quartile of its peers, resulting in a +10 percent performance adjustment. The AIG PSU performance based on the core metrics yielded a score of 179%. The threshold, target and maximum performance goals for each metric and their actual and earned performance are included in the following table.
Our Indirect Compensation Plans and Termination Benefits
| Termination Benefits | | | Severance Benefits | Our executives are eligible for benefits under the ESP upon termination by the Company without “Cause” or resignation by the executive for “Good Reason.” To receive benefits under the ESP, the executives must execute a release of employment-related claims including restrictive covenants. Benefits include a lump sum payment equal to 1 or 1.5 (depending on job grade) times the sum of the executive’s salary and three-year average of actual STI payments. | | Change-in-Control Benefits | In the event that an executive experiences a covered termination under the ESP within 24 months following a change in control, the lump sum payment under the plan will equal 1.5 or 2 (depending on job grade) times the sum of the executive’s salary and three-year average of actual STI payments. |
Corebridge Clawback Policy (amended in 2023)
| • | any outstanding and unpaid incentive compensation (i.e., any bonus, equity or equity-based award or other incentive compensation granted by Corebridge or any Corebridge affiliate), whether vested or unvested, that was awarded to the applicable executive and |
Corebridge Clawback Policy (amended in 2023)
| • | an award or receipt of covered compensation by an executive based on materially inaccurate financial statements or performance metrics that are materially inaccurately determined; |
Compensation Risk Review
| • | whether the plan incorporates appropriate risk mitigants to lower risk (including deferrals, clawback conditions, time-based vesting for equity awards and capped payouts) and |
Compensation Risk Review
| • | whether payments are based on pre-established performance goals, including risk-adjusted metrics and compliance goals. |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents the total compensation of the NEOs for services performed in the years indicated. The total compensation reported in the following table includes items such as salary and STI awards as well as the grant date fair value of LTI awards. The LTI awards may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “direct compensation” as described in the Compensation Discussion and Analysis.
2023 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in pension value and nonqualified deferred compensation earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Kevin Hogan Chief Executive Officer | 2023 | 1,250,000 | — | 2,927,993 | 999,997 | 3,250,000 | 131,915 | 72,192 | 8,632,097 | | | 2022 | 1,250,000 | — | 5,141,177 | — | 2,400,000 | 0 | 90,420 | 8,881,597 | | | 2021 | 1,250,000 | — | 3,262,558 | 999,999 | 2,407,500 | 0 | 85,188 | 8,005,245 | | Elias Habayeb Executive Vice President and Chief Financial Officer | 2023 | 800,000 | — | 1,217,411 | 424,996 | 1,670,000 | 58,652 | 29,973 | 4,201,032 | | | 2022 | 800,000 | 600,000 | 1,729,454 | — | 1,140,000 | 0 | 27,723 | 4,297,177 | | | 2021 | 758,655 | — | 1,168,373 | 374,989 | 1,600,000 | 0 | 26,373 | 3,928,390 | | Lisa Longino Executive Vice President and Chief Investment Officer | 2023 | 676,924 | 2,181,265 | 1,225,613 | — | 1,720,000 | — | 29,931 | 5,833,733 | | Terri Fiedler Executive Vice President and President of Retirement Services | 2023 | 650,000 | — | 701,791 | 244,998 | 1,140,000 | 14,014 | 29,973 | 2,780,776 | | | 2022 | 582,770 | 225,000 | 1,549,216 | — | 779,000 | 0 | 27,723 | 3,163,709 | | Jonathan Novak Executive Vice President and President of Institutional Markets | 2023 | 600,000 | — | 644,505 | 224,995 | 1,040,000 | 29,703 | 30,098 | 2,569,301 | | Constance Hunter Former Executive Vice President and Head of Strategy | 2023 | 498,077 | — | 583,129 | 249,997 | 533,333 | — | 2,656,031 | 4,520,567 |
2023 Summary Compensation Table
| (1) Ms. Longino commenced employment with Corebridge on February 13, 2023. Ms. Hunter’s employment with Corebridge terminated on September 8, 2023. |
2023 Summary Compensation Table
| (2) For Mr. Habayeb and Ms. Fiedler, this column reflects leadership continuity awards which vested and were paid in June 2022 and May 2022, respectively. For Ms. Longino, this column reflects sign-on payments for compensation foregone from her prior employer paid in a lump-sum in March 2023. |
2023 Summary Compensation Table
| (3) The amounts in this column for 2023 represent the grant date fair value of Corebridge RSUs granted to each NEO and AIG PSUs granted to Mr. Hogan in 2023, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 22 of the consolidated financial statements in Corebridge’s Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of the RSUs was based on the closing price of our common stock on the date of grant. Mr. Hogan’s AIG PSUs are valued at $1,973,162 based on target performance, which represents the probable outcome of the performance conditions on the grant date. The grant date fair value of the AIG PSUs at the maximum level of performance is $3,946,307. The AIG PSUs and Corebridge RSUs are described in more detail in “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards.” |
2023 Summary Compensation Table
| (4) The amounts in this column for 2023 represent the grant date fair value of Corebridge Options granted to each NEO (other than Ms. Longino) in 2023, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 22 of the consolidated financial statements in Corebridge’s Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of the options was determined using the Black-Scholes option pricing model based on the fair market value on the date of grant. The Corebridge Options are described in more detail in “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards.” |
2023 Summary Compensation Table
| (5) For 2023, this column represents the STI awards for 2023 performance as determined in the first quarter of 2024. 100% of each award was vested and paid in February 2024. |
2023 Summary Compensation Table
| (6) The amounts in this column represent the total change of the actuarial present value of the accumulated benefit, including any payments made during the year, under AIG’s defined benefit pension plans, including the Qualified Retirement Plan and the Non-Qualified Retirement Plan, as applicable. Negative amounts for the aggregate change in pension value for 2022 include: ($539,302) for Mr. Hogan, ($150,505) for Mr. Habayeb and ($1,849) for Ms. Fiedler. Negative amounts for the aggregate change in pension value for 2021 include: ($140,647) for Mr. Hogan and ($36,291) for Mr. Habayeb. The pension plans are described in “2023 Pension Benefits.” Present values include benefits payable from the Retirement Plan and Non-Qualified Retirement Income Plan, if applicable. To determine the change in pension values, the retirement age assumption is the normal retirement age of 65, or current age if older. The discount rate assumption is 4.98% for the Qualified Retirement Plan. The discount rate assumption is 4.94% for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale. Ms. Longino and Ms. Hunter did not participate in the Qualified Retirement Plan and the Non-Qualified Retirement Plan. |
2023 Summary Compensation Table
| (7) This column includes the following incremental costs of 2023 perquisites and other benefits: |
2023 Summary Compensation Table
| Item | Description | | Tax Preparation Services | Mr. Hogan - $27,585 Reflects cost of tax preparation services related to a prior international assignment | | Company-paid life insurance premiums | Ms. Longino - $231 Ms. Hunter - $210 All other NEOs - $273 | | 401(k) Plan | Ms. Hunter - $30,325 All Other NEOs - $29,700 Reflects employer matching and non-elective contributions | | Internet Stipend | Mr. Novak - $125 State-mandated internet stipend paid to all active employees in California and Illinois. | | Separation-related payments | Ms. Hunter - $2,475,000 cash lump-sum severance payment, $40,000 medical and life insurance, $107,693 payout of unused paid time off | | Financial Planning Services | Ms. Hunter - $2,803 | | Personal Use of Company Pool Cars | Mr. Hogan - $14,634 Reflects incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of company pool cars. |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table details all equity and non-equity plan-based awards granted to each of the NEOs in 2023.
2023 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin Hogan | | | | | | | | | | | | | 2023 STI | | 0 | 2,250,000 | 4,500,000 | — | — | — | — | — | — | — | | 2023 AIG PSUs | 2/21/2023 | — | — | — | 16,217 | 32,435 | 64,870 | — | — | — | 1,973,162 | | 2023 CRBG RSUs | 2/21/2023 | — | — | — | — | — | — | 47,036 | — | — | 954,831 | | 2023 CRBG Options | 2/21/2023 | — | — | — | — | — | — | — | 162,074 | 20.30 | 999,997 | | Elias Habayeb | | | | | | | | | | | | | 2023 STI | | 0 | 1,200,000 | 2,400,000 | — | — | — | — | — | — | — | | 2023 CRBG RSUs | 2/21/2023 | — | — | — | — | — | — | 59,971 | — | — | 1,217,411 | | 2023 CRBG Options | 2/21/2023 | — | — | — | — | — | — | — | 68,881 | 20.30 | 424,996 | | Lisa Longino | | | | | | | | | | | | | 2023 STI | 2/21/2023 | 0 | 1,240,000 | 2,480,000 | — | — | — | — | — | — | — | | 2023 CRBG RSUs | 2/21/2023 | — | — | — | — | — | — | 60,375 | — | — | 1,225,613 | | Terri Fiedler | | | | | | | | | | | | | 2023 STI | | 0 | 820,000 | 1,640,000 | — | — | — | — | — | — | — | | 2023 CRBG RSUs | 2/21/2023 | — | — | — | — | — | — | 34,571 | — | — | 701,791 | | 2023 CRBG Options | 2/21/2023 | — | — | — | — | — | — | — | 39,708 | 20.30 | 244,998 | | Jonathan Novak | | | | | | | | | | | | | 2023 STI | | 0 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | 2023 CRBG RSUs | 2/21/2023 | — | — | — | — | — | — | 31,749 | — | — | 644,505 | | 2023 CRBG Options | 2/21/2023 | | | | | | | | 36,466 | 20.30 | 224,995 | | Constance Hunter | | | | | | | | | | | | | 2023 STI | | 0 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | 2023 CRBG RSUs | 6/20/2023 | — | — | — | — | — | — | 35,277 | — | — | 583,129 | | 2023 CRBG Options | 6/20/2023 | — | — | — | — | — | — | | 63,451 | 16.53 | 249,997 |
2023 Grants of Plan-Based Awards
| (1) Amounts shown reflect the range of possible STI awards for 2023 performance. Actual amounts earned are reflected in the 2023 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For more information on the 2023 STI awards, including the applicable performance metrics, please see “Compensation Discussion and Analysis—Total Direct Compensation Components—STI Awards.” |
2023 Grants of Plan-Based Awards
| (2) Amounts shown reflect the potential range of 2023 AIG PSUs granted to Mr. Hogan that can be earned based on AIG performance over a period of three years and accrue Cash Dividend Equivalents. Actual amounts earned are based on achieving pre-established goals across three financial objectives over the 2023-2025 performance period. Results will be certified by the AIG CMRC in the first quarter of 2026. As a holder of AIG PSUs, Mr. Hogan is also entitled to dividend equivalent rights beginning with the first dividend record date following the AIG PSU grant date, which are subject to the same vesting and performance conditions as the related AIG PSUs and are paid in cash if and when such related earned shares of AIG common stock are delivered. For more information on the AIG PSUs granted to Mr. Hogan, including the applicable performance metrics, please see “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards—2023 Annual AIG PSUs.” |
2023 Grants of Plan-Based Awards
| (3) Amounts shown reflect the grant of 2023 Corebridge RSUs made to the NEOs. Holders of 2023 Corebridge RSUs are also entitled to dividend equivalent rights in the form of cash beginning with the first dividend record date following the applicable grant date, which cash amount is subject to the same vesting conditions as the related RSUs and is paid if and when such related shares are delivered. For more information on these awards, please see “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards—2023 Annual Corebridge RSUs” and “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards—Other 2023 LTI Awards.” |
2023 Grants of Plan-Based Awards
| (4) Amounts shown reflect the grant of 2023 Corebridge Options made to the NEOs (other than Ms. Longino). Stock options granted in 2023 have an exercise price equal to the closing price of the underlying shares of Corebridge common stock on the NYSE on the date of grant. For more information on these awards, please see “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards—2023 Annual Corebridge Options” and “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards—Other 2023 LTI Awards,” and Note 22 of the consolidated financial statements in Corebridge’s Annual Report on Form 10-K for the year ended December 31, 2023. |
2023 Grants of Plan-Based Awards
| (5) Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. The AIG PSUs were valued at target which represents the probable outcome of the performance conditions on the grant date. The assumptions made in calculating these amounts can be found in Note 22 of the consolidated financial statements in Corebridge’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth outstanding equity-based awards held by each NEO as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | Option Awards(1) | | | | | | Stock Awards | | | | | | | Year Granted | Award Type | Number of Securities underlying Unexercised Options (Exercisable) (#) | Number of Securities underlying Unexercised Options (Unexercisable) (#) | Exercise Price ($) | Expiration Date | Award Type | Unvested (Not Subject to Performance Conditions)(2) | | Equity Incentive Plan Awards (Unearned and Unvested)(4) | | | | | | | | | | | Number (#) | Market Value ($)(3) | Number (#) | Market Value ($)(5) | | Kevin Hogan | 2023 | 2023 CRBG Options | — | 162,074 | 20.30 | 2/21/2033 | 2023 AIG PSUs | — | — | 48,652 | 3,296,173 | | | 2021 | 2021 AIG Options | — | 85,470 | 44.10 | 2/22/2031 | 2023 CRBG RSUs | 47,036 | 1,018,800 | — | — | | | 2020 | 2020 AIG Options | 116,959 | — | 32.43 | 3/11/2030 | 2022 AIG PSUs | — | — | 49,537 | 3,356,132 | | | 2019 | 2019 AIG Options | 122,850 | — | 44.28 | 3/18/2029 | 2022 CRBG RSUs | 85,235 | 1,846,190 | — | — | | | 2018 | 2018 AIG Options | 125,418 | — | 55.94 | 3/13/2028 | 2021 AIG PSUs | 85,124 | 5,767,151 | — | — | | | | | | | | | 2021 CRBG RSUs | 61,013 | 1,321,542 | — | — | | Elias Habayeb | 2023 | 2023 CRBG Options | — | 68,881 | 20.30 | 2/21/2033 | 2023 CRBG RSUs | 59,971 | 1,298,972 | — | — | | | 2021 | 2021 AIG Options | — | 6,355 | 46.27 | 3/4/2031 | 2022 CRBG RSUs | 48,300 | 1,046,178 | — | — | | | 2021 | 2021 AIG Options | — | 25,641 | 44.10 | 2/22/2031 | 2021 CRBG RSUs | 67,747 | 1,467,400 | — | — | | | 2020 | 2020 AIG Options | 35,087 | — | 32.43 | 3/11/2030 | | | | | | | | 2019 | 2019 AIG Options | 36,855 | — | 44.28 | 3/18/2029 | | | | | | | | 2018 | 2018 AIG Options | 25,083 | — | 55.94 | 3/13/2028 | | | | | | | Lisa Longino | — | — | — | — | — | — | 2023 CRBG RSUs | 57,661 | 1,248,937 | — | — | | Terri Fiedler | 2023 | 2023 CRBG Options | — | 39,708 | 20.30 | 2/21/2033 | 2023 CRBG RSUs | 34,571 | 748,808 | — | — | | | 2021 | 2021 AIG Options | — | 15,384 | 44.10 | 2/22/2031 | 2022 CRBG RSUs | 42,590 | 922,499 | — | — | | | 2020 | 2020 AIG Options | 21,052 | — | 32.43 | 3/11/2030 | 2021 CRBG RSUs | 32,945 | 713,589 | — | — | | | 2019 | 2019 AIG Options | 10,265 | — | 46.96 | 5/8/2029 | | | | | | | Jonathan Novak | 2023 | 2023 CRBG Options | — | 36,466 | 20.30 | 2/21/2033 | 2023 CRBG RSUs | 31,749 | 687,683 | — | — | | | 2021 | 2021 AIG Options | — | 19,230 | 44.10 | 2/22/2031 | 2022 CRBG RSUs | 25,570 | 553,846 | — | — | | | 2020 | 2020 AIG Options | 23,391 | — | 32.43 | 3/11/2030 | 2021 CRBG RSUs | 47,285 | 1,024,193 | — | — | | | 2019 | 2019 AIG Options | 24,570 | — | 44.28 | 3/18/2029 | | | | | | | | 2018 | 2018 AIG Options | 14,632 | — | 55.94 | 3/13/2028 | | | | | | | Constance Hunter | 2023 | 2023 CRBG Options | 63,451 | — | 16.53 | 9/8/2026 | | | | | | | | 2022 | 2022 AIG Options | 15,197 | — | 61.61 | 9/8/2026 | | | | | |
Outstanding Equity Awards as of December 31, 2023
| (1) AIG Options. All of the stock options granted prior to 2023 were granted and linked to the performance of AIG common stock. The AIG Options have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant and have a 10-year term from the date of grant. All of the AIG Options granted in 2021 had a three-year vesting period, subject to continued service, and vested in full in January 2024. All of the AIG Options granted in 2020 had a three-year vesting period, subject to continued service, and vested in full in January 2023. |
Outstanding Equity Awards as of December 31, 2023
| Corebridge Options. All of the stock options granted in 2023 were granted by Corebridge and linked to the performance of Corebridge common stock. The 2023 Corebridge Options have an exercise price equal to the closing price of the underlying shares of Corebridge common stock on the NYSE on the date of grant and have a 10-year term from the date of grant. The 2023 Corebridge Options will vest on each of February 21, 2024, February 21, 2025 and February 21, 2026, subject to continued service on each vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (2) Corebridge Restricted Stock Units. The 2023 Corebridge RSUs held by each of the NEOs (other than Ms. Longino) will vest in three equal installments on the first, second and third anniversaries of the grant date (February 21, 2023), subject to continued service on each vesting date. The 2023 Corebridge RSUs held by Ms. Longino vest 50% on February 21, 2024, 30% on February 21, 2025 and 20% on February 21, 2026, subject to continued service on each vesting date. Amount reflects an adjustment to the number of RSUs granted on February 21, 2023 to conform to the final terms of the executive's equity buy-out. All 2022 Corebridge RSUs vest in three equal installments on the first, second and third anniversaries of the grant date (March 30, 2022 for Ms. Fiedler’s retention LTI award and February 22, 2022 in all other cases). All 2021 Corebridge RSUs had a three-year vesting period, subject to continued service, and vested in full on January 1, 2024. All 2020 Corebridge RSUs had a three-year vesting period, subject to continued service, and vested in full on January 1, 2023. |
Outstanding Equity Awards as of December 31, 2023
| (3) Values for Corebridge RSUs are based on the closing sale price of Corebridge common stock on the NYSE on December 29, 2023 of $21.66. |
Outstanding Equity Awards as of December 31, 2023
| (4) AIG Performance Share Units. The 2023 AIG PSUs can be earned based on AIG performance over a three-year period, based on the following performance metrics: annual improvement to AYCR, ex-CAT (weighted 25%), achievement of AIG parent company expense targets (weighted 25%), cumulative diluted normalized AATI (weighted 30%), and TSR relative to a group of General Insurance peer companies (weighted 20%). For the 2023 AIG PSUs, as of December 31, 2023, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, the number of shares and the payout value are reported assuming payout at stretch award levels. The 2022 AIG PSUs can be earned based on AIG performance over a three-year period, based on the following performance metrics: annual improvement to AYCR, ex-CAT (weighted 50%), cumulative diluted normalized AATI (weighted 40%), and TSR relative to a group of General Insurance peer companies (weighted 10%). For the 2022 AIG PSUs, as of December 31, 2023, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, the number of shares and the payout value are reported assuming payout at stretch award levels. Whether the 2023 or 2022 AIG PSUs will be earned at the level shown or a different level, or at all, depends on AIG performance against metrics over the three-year performance period, as determined by the AIG CMRC. Once earned, the 2023 and 2022 AIG PSUs will vest on January 1, 2026 and January 1, 2025, respectively, subject to Mr. Hogan’s continued service on the vesting date. |
Outstanding Equity Awards as of December 31, 2023
| For the 2021 AIG PSUs, the amount represents the number of 2021 AIG PSUs that were earned based on actual achievement against pre-established performance goals over a three-year performance period: 67% is tied to tangible book value per share (annual and three-year growth relative to peers) and 33% is tied to separation of life and retirement (achievement by the end of 2023), plus a TSR modifier of +/- 25%. The AIG CMRC certified the level of achievement on February 20, 2024, and 200% of the PSUs were earned and vested on January 1, 2024, subject to Mr. Hogan’s continued service on the vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (5) For more information on the AIG PSUs granted to Mr. Hogan, please see “Compensation Discussion and Analysis—Total Direct Compensation Components—LTI Awards.” Values for AIG PSUs are based on the closing sale price of AIG common stock on the NYSE on December 29, 2023 of $67.75 per share. |
2023 Option Exercises and Vesting of Stock-based Awards
2023 Option Exercises and Vesting of Stock-based Awards The following table sets forth the amounts realized by each NEO as a result of stock option exercises and the vesting of stock-based awards in 2023. None of our NEOs exercised options in 2023.
2023 Option Exercises and Vesting of Stock-based Awards
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kevin Hogan | 231,716 | 9,672,231 | | Elias Habayeb | 102,315 | 2,063,039 | | Lisa Longino | — | — | | Terri Fiedler | 68,192 | 1,327,596 | | Jonathan Novak | 83,433 | 1,681,619 | | Former Executive Officer | | | | Constance Hunter | 75,547 | 3,058,892 |
2023 Option Exercises and Vesting of Stock-based Awards
| (1) Represents 2020 Corebridge RSUs (and related dividend equivalent rights) that vested in January 2023 and the first tranche of the 2022 Corebridge RSUs that vested in February 2023, based on the value of the underlying shares of Corebridge common stock on the vesting date. In the case of Mr. Hogan, this column also represents the 2020 AIG PSUs that vested in January 2023, based on the value of the underlying shares of AIG common stock on the vesting date. For Ms. Fiedler, this column also includes the first tranche of her 2022 retention RSUs that vested in March 2023. For Ms. Hunter, amounts represent the first tranche of her 2022 sign-on AIG RSUs that vested on February 14, 2023, and the rest of her outstanding equity awards including the last three installments of her sign-on RSUs, 2022 AIG RSUs, 2022 AIG PSUs and 2023 Corebridge RSUs which vested immediately upon her termination of employment on September 8, 2023, pursuant to the terms of these equity awards, based on the value of the underlying shares of AIG and Corebridge common stock on the vesting date. |
2023 Pension Benefits
2023 Pension Benefits The following table details the accumulated benefits under the pension plans in which certain of our NEOs participate. These accumulated benefits are presented as if they were payable upon the NEO’s normal retirement at age 65 or current age if older. However, it is important to note that the Non-Qualified Retirement Plan benefits shown for the NEOs may be at least partially unvested and could be received at lower levels due to reduced benefits or forfeited entirely. Ms. Longino and Ms. Hunter have not participated in the Retirement Plans. No payments were made under the plans in 2023.
2023 Pension Benefits
| Name | Plan Name | Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Kevin Hogan | Qualified Retirement Plan | 25.917 | 734,245 | | | Non-Qualified Retirement Plan | 25.917 | 893,505 | | Elias Habayeb | Qualified Retirement Plan | 7.917 | 174,129 | | | Non-Qualified Retirement Plan | 6.917 | 238,529 | | Lisa Longino | Qualified Retirement Plan | 0 | 0 | | | Non-Qualified Retirement Plan | 0 | 0 | | Terri Fiedler | Qualified Retirement Plan | 2.583 | 55,761 | | | Non-Qualified Retirement Plan | 2.583 | 88,623 | | Jonathan Novak | Qualified Retirement Plan | 2.667 | 60,789 | | | Non-Qualified Retirement Plan | 2.667 | 105,759 | | Constance Hunter | Qualified Retirement Plan | 0 | 0 | | | Non-Qualified Retirement Plan | 0 | 0 |
2023 Pension Benefits
| (1) The NEOs had the following years of service as of December 31, 2023: Mr. Hogan – 34.50; Mr. Habayeb – 17.33; Ms. Fiedler – 11.63; Mr. Novak – 11.71. |
2023 Pension Benefits
| Mr. Hogan. Mr. Hogan has 8.583 fewer years of credited service under the Retirement Plans than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans and received credit for service retroactive to six months of employment. Mr. Hogan was employed by AIG from September 1984 to November 2008 and accrued pension benefits under the Retirement Plans during this employment. Mr. Hogan did not receive a distribution from the Retirement Plans at the time of his initial resignation. Upon his rehire in October 2013, benefit accruals commenced immediately under the Retirement Plans calculated under the cash balance formula, and prior service, pursuant to the terms of the plans, was recognized for vesting and eligibility purposes. The Retirement Plans were frozen effective January 1, 2016 and credited service accruals ceased under these plans as of December 31, 2015. |
2023 Pension Benefits
| Mr. Habayeb. Mr. Habayeb has 9.413 fewer years of credited service under the Qualified Retirement Plan than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait on year after commencing employment with AIG before becoming participants in these Retirement Plans and received credit for service retroactive to six months of employment. Mr. Habayeb was employed by AIG from September 2005 to May 2009. Upon his rehire in June 2010, benefit accruals commenced immediately under the Retirement Plans and prior service, pursuant to the terms of the plans, was recognized for vesting and eligibility purposes, His actual service under the Non-Qualified Retirement Plan reflects the one-year freeze period in the Non-Qualified Plan pursuant to rules established by US Treasury Special Pay Master (1/1/2012-12/14/2012). |
2023 Pension Benefits
| Ms. Fiedler. Ms. Fiedler has 9.04 fewer years of credited service under the Retirement Plans than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time she was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans. |
2023 Pension Benefits
| Mr. Novak. Mr. Novak has 9.05 fewer years of credited service under the Retirement Plans than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans. |
2023 Pension Benefits
| (2) For Ms. Longino and Ms. Hunter, the amount shown in this column is zero because they do not participate in the Retirement Plans. All present values of accumulated benefits are based on service and earnings as of December 31, 2023 (the pension plan measurement date for purposes of AIG’s financial statement reporting). The actuarial present values of the accumulated benefits under the Retirement Plans are calculated based on payment of a life annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 23 to the consolidated financial statements included in AIG’s 2023 Annual Report on Form 10-K. The actuarial present value of the benefit payable to Mr. Hogan would be $61,143 higher than the amounts in the table above if Mr. Hogan’s benefit commenced as of December 31, 2023 as a result of his employment termination for any reason other than disability or death. The discount rate assumption is 4.98% for the Qualified Retirement Plan. The discount rate assumption is 4.94% for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale. |
Pension Plans
Pension Plans Corebridge does not maintain any active or frozen pension plans. However certain of our NEOs have balances in the Qualified Retirement Plan and the Non-Qualified Retirement Plan (collectively, the “Retirement Plans”). The Qualified Retirement Plan is a tax-qualified defined benefit plan and the Non-Qualified Retirement Plan provides for retirement benefits in excess of those permitted under the Qualified Retirement Plan. Effective January 1, 2016, benefit accruals under the Retirement Plans were frozen. At that time, the Retirement Plans were closed to new participants and existing participants ceased to accrue additional benefits after December 31, 2015. In the case of the Qualified Retirement Plan, all participants (including the participating NEOs) are vested in their benefits and, in the case of the Non-Qualified Retirement Plan, participants vest once they attain either (1) age 60 with five or more years of service or (2) age 55 with ten or more years of service. Corebridge employees (including the participating NEOs) were deemed to terminate employment for purposes of the Qualified Retirement Plan on September 19, 2022, the date of the closing of the IPO. For purposes of the Non-Qualified Retirement Plan, however, Corebridge employees (including the participating NEOs) continue to be treated as active employees so long as they continue to be employed by Corebridge.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of the NEOs participate in a nonqualified deferred compensation plan.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
CEO Pay Ratio
CEO Pay Ratio The 2023 annual total compensation of the median employee identified by Corebridge (as described below) was $116,754, and Mr. Hogan’s annualized 2023 total compensation for his role as Corebridge’s Chief Executive Officer during 2023 was $8,632,097. Accordingly, Corebridge’s estimated 2023 pay ratio was 1 to 74. As permitted by SEC rules, to identify the median employee, Corebridge used its active employee population (including both full-time and part-time employees) as of December 31, 2023 and used 2022 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2023 targets for employees hired during 2022 who were not eligible for 2022 awards and (4) sales incentives. For employees hired in 2023 (who therefore did not have 2022 compensation), Corebridge used 2023 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2023 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2022 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2023 annual total compensation for both our median employee and Mr. Hogan using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, the median employee’s annual total compensation is unique to that individual and therefore is not an indicator of the annual total compensation of any other individual or group of employees.
Pay Versus Performance
Pay Versus Performance The following table provides information regarding “Compensation Actually Paid” (“CAP”) to our NEOs as determined and defined under SEC rules and does not reflect compensation actually earned, realized or received by them. The Corebridge SPC did not consider this information in making its pay decisions for 2023.
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO(1) ($) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs(1) ($) | Value of Initial Fixed $100 Investment based on:(2) | | | | | | | | | | CRBG TSR ($) | Peer Group TSR ($) | Net Income ($ Millions)(3) | Normalized ROAE(4) | | 2023 | 8,632,097 | 12,115,440 | 3,981,082 | 4,248,724 | 123.50 | 119.23 | 1,036 | 12.0% | | 2022 | 8,881,597 | 14,151,089 | 4,261,914 | 4,107,460 | 99.03 | 109.12 | 8,479 | 11.1% |
Pay Versus Performance
| (1) This table presents pay versus performance information for 2022 for Kevin Hogan (“CEO”) and Elias Habayeb, Terri Fiedler, Sabra Purtill, Todd Solash, Robert Scheinerman and Geoffrey Cornell (the “Other NEOs”) and 2023 for Kevin Hogan (“CEO”) and Elias Habayeb, Lisa Longino, Terri Fiedler, Jonathan Novak and Constance Hunter (the “Other NEOs”). CAP for 2022 was calculated based on the change in value from AIG equity pre-IPO on 12/31/2021 for Corebridge awards through 12/31/2022. AIG equity remained valued using AIG share prices on both dates. CAP for 2023 reflects the following adjustments to the applicable amounts in the Summary Compensation Table (“SCT”): |
Pay Versus Performance
| | CEO ($) | Average of Other NEOs ($) | | 2023 Total Reported in SCT | 8,632,097 | 3,981,082 | | Less value of stock and option awards reported in SCT | (3,927,989) | (1,103,487) | | Less change in Pension Value in 2023 | (131,915) | (20,474) | | Plus year-end value of awards granted in 2023 that were unvested and outstanding as of 12/31/2023(a) | 4,196,282 | 1,028,448 | | Plus change in fair value of prior year awards that were unvested and outstanding as of 12/31/2023(b) | 3,591,241 | 270,731 | | Plus change in fair value of prior year awards that vested in 2023(c) | (244,276) | (77,591) | | Plus value of awards granted in 2023 that vested in 2023 | — | 170,015 | | Compensation Actually Paid for 2023 | 12,115,440 | 4,248,724 |
Pay Versus Performance
| (a) December 31, 2023 fair value of Corebridge RSUs and Corebridge Options was calculated based on the closing Corebridge stock price on that date. December 31, 2023 fair value of AIG PSUs was calculated based on the closing AIG stock price on that date. |
Pay Versus Performance
| (b) December 31, 2023 fair value of Corebridge RSUs was calculated based on the closing stock price on that date. December 31, 2023 fair value of AIG PSUs and AIG Options was calculated based on the closing AIG stock price on that date. |
Pay Versus Performance
| (c) Change in fair value for awards that vested in 2023 was calculated based on the closing price on the vesting date. |
Pay Versus Performance
| (2) The Peer Group TSR uses the S&P 500 Insurance Index, which we also use in the stock performance graph included in our Annual Report on Form 10-K. The comparison assumes $100 was invested for the period starting September 15, 2022, the IPO date, through the end of the listed year for purposes of calculating the cumulative TSR of the Company and the S&P 500 Insurance Index over the measurement period. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| (3) Net Income is derived from our audited consolidated financial statements. |
Pay Versus Performance
| (4) We determined Normalized ROAE to be the most important financial performance measure used to link Company performance to CAP in 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Normalized ROAE is a non-GAAP financial measure. For more information on this measure, see Appendix A. |
Description of Pay Versus Performance Data
Description of Pay Versus Performance Data In accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, the charts below show the relationship between CAP to our NEOs and the Company’s financial performance as measured by TSR, net income, and Normalized ROAE, as well as a comparison of TSR and Peer Group TSR. We believe that CAP to our NEOs is strongly aligned with all these metrics, except for net income. While net income reflects a company’s financial performance over a specific period, it may not fully capture the long-term nature of the liabilities and obligations of a life and retirement insurance company such as ours, as we often have to make long-term investments to match long-term liabilities, which can result in fluctuations in net income due to changes in items such as interest rates, investment returns and actuarial assumptions.
Relationship Between Compensation Actually Paid and TSR
Relationship Between Compensation Actually Paid and TSR
Relationship Between Compensation Actually Paid and TSR
| (1) TSR on the graph begins on Corebridge’s IPO date whereas CAP begins as of the prior fiscal year end. |
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Normalized ROAE
Relationship Between Compensation Actually Paid and Normalized ROAE