DEF 14A of Corebridge Financial, Inc.
Filed Apr 16, 2025 · FY20240001140361-25-014088
Table of Contents
| | Page | | Pension Plans | 69 | | Potential Payments Upon Termination or Change in Control | 71 | | CEO Pay Ratio | 77 | | Pay Versus Performance | 78 | | Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 82 | | Equity Compensation Plan Information | 83 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 84 | | Audit Committee Report | 85 | | Pre-Approval Policy | 85 | | Fees Paid to PwC | 86 | | Related Party Transactions | 87 | | Policies and Procedures for Related Party Transactions | 87 | | Relationship and Transactions with AIG | 87 | | Partnership and Transactions with Blackstone | 97 | | Partnership and Transactions with Nippon | 101 | | Historical Related Party Transactions | 102 | | Revenues and Expenses Associated with AIG Agreements | 104 | | Other Transactions | 104 |
Our Director Nominees
Our Director Nominees The Board has nominated for election to the Board the thirteen individuals presented below in “—Director Information.”
Director Independence Assessment
Director Independence Assessment NYSE listing standards require that we have a majority of independent members on our Board and that our Audit Committee, Compensation and Management Development Committee and Nomination and Corporate Governance Committee consist only of independent members commencing one year from the Majority Holder Threshold Date. Since the Majority Holder Threshold Date, the Board has added four new independent directors resulting in our Board being comprised of over 62% independent members. Our Audit Committee has transitioned to a fully independent Committee in accordance with NYSE transition rules. Our Compensation and Management Development Committee and Nominating and Corporate Governance Committee are majority independent and will become fully independent within one year from the Majority Holder Threshold Date in accordance with NYSE transition rules. The Board, in coordination with the Nominating and Corporate Governance Committee, has assessed the independence of each of the members of the Board who served for all or a portion of 2024 or were appointed to the Board in 2025 and determined that Mr. Bousa, Mr. Colberg, Mr. Gubbay, Mr. Kimura, Ms. Leone, Mr. Lynch, Mr. Parris and Ms. Schioldager do not have a material relationship with the Company and are independent under the NYSE listing standards. 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 making the independence determinations, the Board considered the following relationships in determining that certain director nominees are independent:
Director Independence Assessment
| • | In determining that Mr. Colberg is independent, the Board considered his status as a director of Russell Reynolds Associates (“Russell Reynolds”), which provides director search services to Corebridge. Given Mr. Colberg’s role with Russell Reynolds is limited to being a director and the immaterial financial relationship between Corebridge and Russell Reynolds, the Board determined that Mr. Colberg does not have a material relationship with Corebridge. |
Director Independence Assessment
| • | In determining that Messrs. Gubbay and Kimura are independent, the Board considered, among other things, Mr. Gubbay’s status as a non-employee advisor to Nippon and Mr. Kimura’s status as a managing executive officer at Nippon. The Board determined that such relationships did not impact their ability to exercise independent judgment in carrying out their responsibilities as such |
Director Independence Assessment
relationships did not impact their independence from Corebridge’s management. Further, in the case of Mr. Kimura, they considered that while Nippon had a limited business relationship with AIG prior to the Majority Holder Threshold Date, the payments from Nippon to AIG in the past three years did not exceed the relevant threshold of NYSE listing standards, as well as certain other facts and circumstances regarding the relationship between Corebridge and Nippon that supported the determination that he is independent.
Director Information
Director Information
Director Information
| Alan Colberg Independent Chair of the Board | | | | Director Since: 2022 Age: 63 Committees: Nominating and Corporate Governance (Chair) | | Career Highlights: Assurant, Inc. • Chief Executive Officer, 2021 – 2022 • President and Chief Executive Officer, 2015 – 2021 • Executive Vice President of Marketing and Business Development, 2011 – 2014 Bain & Company, Inc. • Managing Director and various positions, 1987 - 2010 Other U.S. Public Company Directorships: • Current: US Bancorp, since 2023 • Past Five Years: Assurant, Inc., 2015 – 2021 Other Directorships: • Title Resources Guaranty Corp, since 2022 • E. & J. Gallo Winery, since 2023 • Russell Reynolds Associates, since 2024 • Doma Technology LLC, since 2024 Qualifications: Mr. Colberg brings to the Board his expertise developed through his experience as chief executive officer of Assurant and through other senior leadership roles in the financial services, insurance and consulting industries. 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
| Christina Banthin AIG Director | | | | Director Since: 2024 Age: 55 Committees: None | | Career Highlights: American International Group • Senior Vice President and Corporate Secretary, since 2024 • Associate General Counsel, Separation Initiatives, 2021 – 2022 Corebridge Financial, Inc. • Chief Corporate Counsel and Corporate Secretary, 2022 – 2023 Equitable Financial Life Insurance Company • Managing Director and various positions, 1998 – 2021 Coopers & Lybrand LLP • Associate, 1994 – 1998 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 insurance industry and perspective as the former Chief Corporate Counsel and Corporate Secretary of Corebridge. | |
Director Information
| Edward Bousa Independent Director | | | | Director Since: 2024 Age: 66 Committees: Audit | | Career Highlights: Wellington Management Company LLC • Partner and Team Leader of Quality Value Equity Investment Strategies, 2005 – 2020 • Other senior roles, 2000 – 2005 Putnam Investments, LLC • Mutual fund manager, 1992 – 2000 Fidelity Investments, Inc. • Equity research analyst and portfolio manager, 1983 – 1992 Other U.S. Public Company Directorships: • Current: Omnicell, Inc., since 2021 • Past Five Years: Azenta, Inc., 2024 - 2025 Other Directorships: • Iacocca Family Foundation (not-for-profit), since 2005 • V Foundation (not-for-profit), since 2024 Qualifications: Mr. Bousa brings to the Board his expertise developed through extensive experience as an investment professional in a leadership role, as well as experience in crisis and risk management, financial analysis, business and capital strategy and ESG. | |
Director Information
| Adam Burk AIG Director | | | | Director Since: 2021 Age: 48 Committees: None | | Career Highlights: AIG • Global Treasurer and Head of Corporate Development, Strategy and Mergers & Acquisitions, since 2021 • General Insurance Corporate Development, 2018 - 2021 • Chief Financial Officer of Global Operations, 2016 - 2018 • Other senior roles within corporate development, capital strategy and planning and led transformational activities, 2013 - 2021 Citigroup, • Vice President, Financial Institutions Investment Banking, 2010 – 2013 Nomura • Investment Banker (focused on financial institutions, specializing in insurance), 2009 – 2010 Morgan Stanley • Investment Banker (focused on financial institutions, specializing in insurance), 2007 - 2009 Latham & Watkins • Associate, 2003 - 2007 Other Directorships: • Private Client Select, since 2023 • K2 Integrity, since 2021 • Hebrew Educational Society (not-for-profit), since 2017 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 the Global Treasurer and Head of Corporate Development, Strategy and Mergers & Acquisitions for AIG. | |
Director Information
| Gilles Dellaert Blackstone Director | | | | Director Since: 2024 Age: 46 Committees: None | | Career Highlights: Blackstone • Global Head, Blackstone Credit and Insurance, since 2023 • Global Head, Blackstone Insurance Solutions, 2020 – 2023 Global Atlantic Financial Group • Co-President and Chief Investment Officer, 2017 – 2019 • Chief Investment Officer, 2013 – 2017 Goldman Sachs • Reinsurance Group & Credit Trading Business, 2003 – 2013 Other Directorships: • Resolution Life US Holdings Inc., since 2023 Qualifications: Mr. Dellaert brings to the Board his expertise developed through extensive experience in the financial services industry, with a strong background across financial services, insurance and perspective as Global Head of Blackstone Credit and Insurance of Blackstone. | |
Director Information
| Rose Marie Glazer AIG Director | | | | Director Since: 2024 Age: 58 Committees: Compensation and Management Development; Nominating and Corporate Governance; Risk | | Career Highlights: American International Group • Executive Vice President and General Counsel, since 2023 • Executive Vice President, Chief Human Resources & Diversity Officer, 2022 – 2023 • Senior Vice President, Corporate Secretary and Deputy General Counsel, 2017 – 2022 Siemens AG • Senior Vice President and General Counsel – Americas, 2011 – 2017 • Various legal leadership roles for Siemens PLM Software, 2004 – 2011 Televista • 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 Jones Day • Associate, 1990 – 1996 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, regulatory and compliance, and governance and sustainability matters. | |
Director Information
| Keith Gubbay Independent Nippon Director | | | | Director Since: 2025 Age: 70 Committees: Risk | | Career Highlights: Resolution Life US Holdings Inc. • Chief Executive Officer, 2017 – 2024 • President and Chief Actuarial Officer, 2013 – 2017 Sun Life Financial • Chief Actuary, Sun Life Financial, 2010 – 2012 • Chief Actuary, Sun Life Financial, U.S., 2004 – 2010 ING Americas • Various executive positions held, 1998 – 2004; – Executive Vice President, Corporate Development – Chief Actuary – Chief Marketing Officer, ING U.S. Retail Financial Services – President and CEO, Investment Products Distribution – Executive Vice President and Chief Actuary, ING Americas Other Directorships: • Resolution Life US Holdings Inc., 2021 – 2024 Qualifications: Mr. Gubbay brings to the Board his expertise and key leadership skills developed through extensive experience in the life insurance and financial services industries and perspective as the chief executive officer of Resolution Life. | |
Director Information
| Kevin Hogan Director, President and Chief Executive Officer | | | | Director Since: 2021 Age: 62 Committees: None | | Career Highlights: Corebridge Financial, Inc. • 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 Directorships: • Alliance for Lifetime Income, founding director 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 strong background in insurance and perspective as Chief Executive Officer of Corebridge. | |
Director Information
| Minoru Kimura Independent Nippon Director | | | | Director Since: 2024 Age: 57 Committees: Compensation and Management Development; Nominating and Corporate Governance | | Career Highlights: Nippon • Senior Managing Executive Officer, Head of Global Business, since 2025 • Managing Executive Officer, Head of Global Business, 2022 - 2025 • Executive Officer, Regional CEO for the Americas and Europe, 2020 – 2022 • Executive Officer, Head of Asia Pacific, 2018 – 2020 • General Manager, International Planning Department, 2016 – 2018 • General Manager, Treasury and Capital Market Department, 2015 – 2016 • General Manager, Separate Account Investment Department, 2014 – 2015 Nissay Asset Management Corporation • General Manager, Head of Investment Planning, 2010 – 2014 • Deputy General Manager, Head of Corporate Planning, 2007 – 2010 Other Directorships: • Great Wall Changsheng Life Insurance Co., Ltd., since 2022 • Nippon Life India Asset Management Limited, since 2022 • Nippon Life Insurance Company, 2022 - 2024 Qualifications: Mr. Kimura brings to the Board his expertise and key leadership skills developed through extensive global experience in the insurance industry and perspective as a senior executive of Nippon. | |
Director Information
| Deborah Leone Independent Director | | | | Director Since: 2024 Age: 60 Committees: Audit; Compensation and Management Development (Chair) | | 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 U.S. Public Company Directorships: • Organon & Co., since 2021 Other Directorships: • Goldman Sachs Bank USA, since 2017 • Goldman Sachs Philanthropy Fund (not-for-profit) and Ayco Charitable Foundation (not-for-profit), since 2020 • Board of Trustees of Syracuse University (not-for-profit), since 2018 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 | | | | Director Since: 2021 Age: 67 Committees: Audit (Chair); Compensation and Management Development; Risk | | Career Highlights: Independent Consultant • Provides a variety of services to public and privately held companies, since 2007 KPMG • Variety of positions held, 1978 - 2007: – National Partner in Charge, Financial Services Line of Business – Chair, Americas Financial Services Leadership team – Member, Global Financial Services Leadership and the U.S. Industries Leadership teams – Partner, National Department of Professional Practice Other U.S. Public Company Directorships: • Current: Tenet Healthcare Corporation, since 2019 • Past Five Years: AIG, 2009 – 2022 Other Directorships: • Forum Mobility Inc., since 2023 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
| Colin J. Parris Independent Director | | | | Director Since: 2025 Age: 63 Committees: Audit; Nominating and Corporate Governance | | Career Highlights: GE Digital • Senior Vice President and Chief Technology Officer, 2020 – 2024 GE Global Research Center • Vice President, Software and Analytics Research, 2014 – 2020 IBM • Various executive positions held, 1994 – 2014: – Vice President and General Manager, IBM Power Systems – Vice President, Software Development – Vice President, Corporate Technology – Vice President, Systems Research at the IBM T. J. Watson Research Division Other U.S. Public Company Directorships: • APTIV Plc., since 2017 • Diebold-Nixdorf, Inc., since 2024 Qualifications: Mr. Parris brings to the Board his expertise and key leadership skills developed through his extensive experience in the technology industry, with a strong background in digital transformation and risk management. | |
Director Information
| Amy Schioldager Independent Director | | | | Director Since: 2021 Age: 62 Committees: Audit; Nominating and Corporate Governance; Risk (Chair) | | 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 Other U.S. Public Company Directorships: • Current: The ODP Corporation, since 2024 • Past Five Years: AIG, 2019 – 2022 Other Directorships: • Boardspan, since 2017 • The Cal State East Bay Educational Foundation (not-for-profit), since 2021 • Intermediate Capital Group PLC, 2018 - 2024 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 Compensation
Director Compensation
Non-Employee Director Compensation Highlights
Non-Employee Director Compensation Highlights
Non-Employee Director Compensation Highlights
| • | Board Chair and certain Committee chairs receive additional fees to differentiate individual pay based on workload. |
Non-Employee Director Compensation Highlights
| • | The overall compensation mix emphasizes equity. |
Non-Employee Director Compensation Highlights
| • | Annual equity grants have a fixed value and vest immediately, but are not settled until the director’s termination of service from the Board. |
Non-Employee Director Compensation Highlights
| • | Directors do not receive performance-based equity awards. |
Non-Employee Director Compensation Highlights
| • | Directors are subject to robust stock ownership guidelines to support stockholder alignment. |
Non-Employee Director Compensation Highlights
| • | No perquisites for non-employee directors. |
Non-Employee Director Compensation Highlights
| • | No additional fees for Committee service except for Committee chairs. |
Non-Employee Director Compensation Highlights
We use a combination of cash and deferred stock units (“DSUs”) to retain and attract qualified candidates to serve as non-employee directors. In setting non-employee director compensation, the Board considers the significant amount of time that members of our 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 the compensation of our non-employee directors in 2024.
Non-Employee Director Compensation Highlights
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Christina Banthin | — | — | — | — | | Edward Bousa | 42,198 | 152,039 | 10,000 | 204,237 | | Adam Burk | — | — | — | — | | Alan Colberg | 213,849 | 165,000 | — | 378,849 | | Gilles Dellaert | — | — | — | — | | Lucy Fato | — | — | — | — | | Rose Marie Glazer | — | — | — | — | | Jonathan Gray | — | — | — | — | | Marilyn Hirsch | — | — | — | — | | Minoru Kimura | — | — | — | — | | Deborah Leone | 114,583 | 222,833 | — | 337,416 | | Christopher Lynch | 140,416 | 165,000 | — | 305,416 | | Sabra Purtill | — | — | — | — | | Christopher Schaper | — | — | — | — | | Amy Schioldager | 120,000 | 165,000 | — | 285,000 | | Mia Tarpey | — | — | — | — | | Peter Zaffino | — | — | — | — |
Non-Employee Director Compensation Highlights
| (1) Only independent directors are entitled to compensation for their service as a director. While Mr. Kimura is independent, he is not entitled to compensation pursuant to the Nippon Stockholder’s Agreement because he is an employee of Nippon. |
Non-Employee Director Compensation Highlights
| (2) The amounts reported in this column represent the aggregate grant date fair value of 5,563 DSUs granted in 2024 in accordance with FASB ASC Topic 718. In addition, Ms. Leone received 2,013 DSUs as an initial equity retainer in connection with her appointment to the Board on March 5, 2024, and Mr. Bousa received 5,292 DSUs as an initial equity retainer in connection with his appointment to the Board on August 24, 2024. The grant date fair value is the number of shares granted multiplied by the NYSE closing price of a share on the grant date. As of December 31, 2024, the directors had no outstanding unvested awards. |
Non-Employee Director Compensation Highlights
In May 2022, the Board approved a director compensation program providing for an annual cash retainer for non-employee directors, an additional cash retainer for the Audit Committee chair and an annual equity retainer in the form of DSUs. In June 2024, the Board also approved additional cash retainers for the Lead Independent Director of the Board, the Nominating and Corporate Governance Committee chair and the Compensation and Management Development Committee chair, as well as a prorated equity retainer in the form of DSUs for non-employee directors who are elected or appointed to the Board prior to an annual meeting of stockholders. Any director serving as the Lead Independent Director or chair of the Nominating and Corporate Governance Committee or Compensation and Management Development Committee in June 2024 received the approved additional retainers on a prorated basis for the second quarter (and did not receive any portion of such retainers for service performed prior to the Board’s approval). Additionally, in December 2024, the Board approved an additional annual cash retainer for the Chair and, in March 2025, the Board approved an additional cash retainer for the Risk Committee chair. Our director compensation program is further described below.
Board Committees
*Special Purpose Committee From the IPO until the Majority Holder Threshold Date, the Board availed itself of an exemption for Controlled Companies under NYSE rules and therefore did not have a standing compensation committee. The Special Purpose Committee, and a Section 16 Sub-Committee thereof, performed similar functions to a compensation committee. The Special Purpose Committee did not have a charter. On the Majority Holder Threshold Date, the Board established the Compensation and Management Development Committee, which replaced the Special Purpose Committee and Section 16 Sub-Committee. The following directors served as Special Purpose Committee members in 2024: Mr. Zaffino, Mr. Lynch, Mr. Schaper and Ms. Schioldager. Ms. Schioldager and Mr. Lynch also served as Section 16 Sub-Committee members. The Special Purpose Committee and the Section 16 Sub-Committee each held one meeting in 2024.
Key 2024 Financial Highlights
| • | Returned $2.3 billion to stockholders, an 81%* payout ratio on Adjusted After-tax Operating Income, including $1.8 billion of share repurchases |
Compensation Philosophy
| Foundational Principles | Component | | Attract and Retain | Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for business needs | | 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 | | Align Interests with Stockholders | Align the long-term economic interests of key employees with those of stockholders by ensuring that a meaningful component of their compensation is provided in the form of equity | | | Motivate all employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for stockholders | | | Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of the Company | | | Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation |
Corporate Governance Practices
| What We Do | What We Don’t Do | | Pay for performance Align performance objectives with company strategy Majority of our NEOs’ target total direct compensation opportunity is variable and at-risk Majority of our NEOs’ target total direct compensation opportunity is equity-based Maintain meaningful Corebridge stock ownership guidelines Cap payout opportunities under incentive plans applicable to our NEOs Maintain robust risk management policies, including clawback, anti-hedging and pledging policies Maintain double-trigger change in control benefits Conduct annual risk review of incentive plans Engage independent compensation consultant Market standard bonus and incentive plan payouts with justifiable performance linkage and proper disclosure Market standard perquisites, severance benefits and pension payments Market standard severance and change in control provisions | X No contracts containing multi-year guarantees for salary increases, non-performance-based bonuses, or equity compensation X No tax gross-ups other than for tax equalization and relocation benefits X No reloading or repricing of stock options X No stock option grants with an exercise price below 100% of fair market value X No dividend or dividend equivalents payout unless and until related LTI awards vest |
2024 Average Annual Target Direct Compensation of Other NEOs
| * We consider stock options to be performance-based for purposes of each NEO’s annual target direct compensation because they encourage long-term performance and they are only valuable if our stock price increases over time, as the awards vest. |
Compensation Components
| Component | Description | Purpose | Foundational Principles | | Indirect Compensation | | | | | Retirement, Health and Welfare Programs | Retirement savings, financial protection and other compensation and benefits providing long-term financial support and security for employees | To assist with long-term financial support and security, including retirement savings | • Attract and retain the best talent by offering market-competitive retirement, health and welfare benefit opportunities | | Termination Benefits | | | | | Severance Benefits | Lump sum payment and other benefits for certain terminations of employment | To offer competitive total compensation packages and enable us to obtain a release of employment-related claims | • Attract and retain the best talent by offering market-competitive severance benefits • Mitigate risk of potential employer liability and avoid future disputes or litigation | | Change in Control Benefits | Benefits in the event of termination related to a change in control | To help ensure ongoing retention of executives when considering potential transactions that may create uncertainty as to their future employment and enable us to obtain a release of employment-related claims | • Attract and retain the best talent by offering market-competitive change in control benefits • Mitigate the distraction caused by uncertainty arising in connection with potential transactions • Mitigate risk of potential employer liability and avoid future disputes or litigation |
STI Awards
STI Awards The 2024 target STI award opportunity for each of our NEOs is listed in the table below. Target STI award opportunities are reviewed annually to determine whether they should be adjusted based on a broad range of factors including role scope, experience, skillset, performance, and target STI award opportunities for comparable positions at competitors, as well as internal parity among similarly situated officers. In October 2024, the Compensation and Management Development Committee determined it was appropriate to approve a 33.3% increase in Mr. Novak’s target bonus opportunity for full performance year 2024 for the same reasons described above with respect to Mr. Novak’s base salary increase.
STI Awards
| NEO | FY23 Target STI Award ($) | FY24 Target STI Award ($) | Change in Target STI Award (%) | | Kevin Hogan | 2,250,000 | 2,250,000 | N/A | | Elias Habayeb | 1,200,000 | 1,200,000 | N/A | | Lisa Longino | 1,240,000 | 1,240,000 | N/A | | Jonathan Novak | 750,000 | 1,000,000 | 33.3% | | Terri Fiedler | 820,000 | 820,000 | N/A |
STI Awards
2024 STI awards for our 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 NEO’s 2024 target STI award:
STI Awards
| 2024 Target STI AwardX | Business Performance ScoreX | Individual Performance Score | = | 2024 Actual STI Award |
Business Performance Score
Note: Normalized ROAE, Normalized GOE and Normalized Operating EPS are non-GAAP financial measures used by Corebridge. For more information on these measures, see Appendix A. To determine the Business Performance Score, the Special Purpose Committee approved targets, thresholds and maximum goals and associated payout opportunities for each metric. The Business Performance Score could range from 0% to 150%. Performance at target for a particular metric would result in a contribution to the Business Performance Score equal to 100% of the metric’s weighting. 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 for metric would result in no contribution to the Business Performance Score. Performance at or above maximum for a metric would result in an increased contribution to the Business Performance Score of 150% of the metric’s weighting. To the extent Normalized ROAE, Normalized GOE or Normalized Operating EPS falls between two discrete points in the table below, linear interpolation is used to determine the applicable payout percentage. The Compensation and Management Development Committee determined that the 2024 Business Performance Score was 109% based on the scorecard established at the beginning of the year. The following table presents the target and actual results for each of the metrics, along with their relative weightings and ultimate contribution to the Business Performance Score.
Individual Performance Score
| • | Execute Strategies and Initiatives that Deliver Long-Term Enterprise Value |
2024 STI Award Payout
2024 STI Award Payout 2024 performance resulted in the following STI awards for the NEOs:
2024 STI Award Payout
| NEO | 2024 Target STI Award ($) | Business Performance Score | Individual Performance Score | 2024 Actual STI Award ($) | | Kevin Hogan | 2,250,000 | 109% | 100% | 2,452,500 | | Elias Habayeb | 1,200,000 | 109% | 115% | 1,500,000 | | Lisa Longino | 1,240,000 | 109% | 105% | 1,420,000 | | Jonathan Novak | 1,000,000 | 109% | 101% | 1,100,000 | | Terri Fiedler | 820,000 | 109% | 110% | 985,000 |
LTI Awards
LTI Awards
Annual 2024 LTI Awards
Annual 2024 LTI Awards In February 2024, the Section 16 Sub-Committee granted annual LTI awards to our NEOs. The Section 16 Sub-Committee granted 50% of Mr. Hogan’s target LTI award in February 2024 in the form of Corebridge RSUs and Corebridge Options. They determined to defer decision on awarding the remainder of Mr. Hogan’s target LTI award pending further discussions around the form of the award. The Section 16 Sub-Committee granted the remaining 50% of Mr. Hogan’s target LTI award in the form of Corebridge RSUs and Corebridge Options in April 2024. A Corebridge PSU program was established in the first quarter of 2025 to ensure alignment with Corebridge’s long-term financial objectives. In February 2025, the Compensation and Management Development Committee approved a Corebridge PSU program for all NEOs, including Mr. Hogan, pursuant to which awards were based on Adjusted Return on Average Equity and relative TSR objectives. Please see “2025 Corebridge PSU Program” below for more information. The 2024 target LTI awards approved by the Special Purpose Committee in February and April 2024 for each of our NEOs is listed in the table below.
Annual 2024 LTI Awards
| NEO | FY23 Target LTI Award ($) | FY24 Target LTI Award ($) | Change in Target LTI Award (%) | | Kevin Hogan | 4,000,000 | 4,000,000 | N/A | | Elias Habayeb | 1,700,000 | 1,700,000 | N/A | | Lisa Longino | 1,360,000 | 1,360,000 | N/A | | Jonathan Novak | 900,000 | 900,000 | N/A | | Terri Fiedler | 980,000 | 980,000 | N/A |
Annual 2024 LTI Awards
2024 target LTI awards consisted of Corebridge RSUs and Corebridge Options in the proportions set forth below. The table below sets forth a description of the Corebridge RSUs and Corebridge Options granted to our NEOs in 2024, including the vesting terms, the rationale for the award type, and the methodology used to calculate the number of Corebridge RSUs and Corebridge Options granted.
Annual 2024 LTI Awards
| Type of Award | Vesting Terms | Rationale | Calculation of Number of Awards Granted | | Corebridge RSUs* | Corebridge RSUs granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date | Contributes to longer-term retention and promotes long-term performance, as the value of Corebridge RSUs is directly linked to increases and decreases in our stock price, further aligning NEO interests with those of our stockholders Aids in achieving meaningful stock ownership by our NEOs | Award value was divided by the average closing price of Common Stock over the five trading days preceding the grant date, rounded down to the nearest whole unit | | Corebridge Options** | Corebridge Options granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date | Encourages long-term performance, as Corebridge Options are only valuable if our stock price increases over time, as the awards vest | Award value was divided by the Black-Scholes value of a Corebridge Option on the grant date, rounded down to the nearest whole option |
Annual 2024 LTI Awards
| * The 2024 Corebridge RSUs accrue cash dividend equivalents, which are an unfunded and unsecured promise to pay cash to the holder of Corebridge RSUs in an amount equal to the dividends the holder would have received if the Corebridge RSUs had been outstanding shares on the dividend record date. Cash dividend equivalents vest and are paid at the same time, and are subject to the same terms and conditions, as the Corebridge RSUs on which they are accrued. |
Annual 2024 LTI Awards
| ** The 2024 Corebridge Options have a term of ten years and exercise price of $25.34 (or $28.68 for the Corebridge Options granted to Mr. Hogan on April 5, 2024), which was the closing price of Corebridge’s Common Stock on the applicable grant date. |
2021 AIG PSU Payout
2021 AIG PSU Payout Mr. Hogan received AIG PSUs in 2021 when Corebridge was still a wholly owned subsidiary of AIG, which vested based on AIG’s performance, subject to his continued service to Corebridge through the vesting date. The three-year performance period for these AIG PSUs ended on December 31, 2023 and the AIG PSUs were settled in 2024. This award was subject to three performance metrics, including a relative TSR modifier:
2021 AIG PSU Payout
| • | Relative Tangible Book Value Per Share Growth (weighted 67%) |
2021 AIG PSU Payout
| • | Separation of Life and Retirement (weighted 33%) |
2021 AIG PSU Payout
| • | TSR Modifier (a +/- 25% modifier is applied if AIG ranks in the top quartile (+25%) and in the bottom quartile (-25%)) |
2021 AIG PSU Payout
As disclosed by AIG, on February 20, 2024, the AIG Compensation and Management Resources Committee assessed performance over the three-year performance period and certified the results as set forth below in the following table. In addition, the AIG Compensation and Management Resources Committee determined that AIG’s TSR was in the top quartile of AIG’s relative TSR peer group, resulting in a +25 percent performance adjustment. The AIG PSU performance based on the core metrics yielded a score of 162%. The final performance when accounting for the relative TSR modifier yielded a final score of 200%.
2025 Corebridge PSU Program
2025 Corebridge PSU Program The 2025 LTI awards granted to our NEOs consisted of a mix of 50% Corebridge PSUs, 25% Corebridge RSUs and 25% Corebridge Options. Corebridge PSUs were introduced and are granted to align NEO interests with Corebridge’s performance and stockholder value as NEOs are rewarded only if performance goals are met, and Corebridge PSUs help ensure that NEOs focus on long-term value creation rather than short-term gains. The Corebridge PSUs granted to our NEOs in connection with our 2025 LTI program will cliff vest on the third anniversary of the grant date and will be earned based on performance of two equally weighted metrics (50% each) over the three-year performance period from January 1, 2025 through December 31, 2027.
2025 Corebridge PSU Program
| • | Adjusted ROAE, measured annually against goals that were established at the beginning of the three-year performance period |
2025 Corebridge PSU Program
| • | Total Shareholder Return over the three-year performance period relative to a performance peer group |
2025 Corebridge PSU Program
These metrics include clearly defined goals associated with the achievement of “threshold”, “target”, “stretch”, and “maximum” and are aligned with our strategic objectives. The Corebridge Options and Corebridge RSUs issued to our NEOs in connection with our 2025 LTI program will vest ratably in thirds on the first, second and third anniversaries of the grant date, subject to each NEO’s continued service through each vesting date.
Termination Benefits
| Termination Benefits | | | Severance and Change in Control Benefits | | | Severance Benefits | Our NEOs are eligible for benefits under the Corebridge Financial, Inc. Executive Severance Plan (the “ESP”) upon termination by the Company without “Cause” or resignation by the executive for “Good Reason.” Benefits include: • a lump sum payment equal to 1 or 1.5 (depending on job grade) multiplied by the sum of the NEO’s salary and three-year average of actual STI payments (or, if such NEO was not employed for all three years that would otherwise be included in the average, the average actual STI payments paid in each such year in which such NEO was employed); • if the covered termination occurs after March 31 of the year in which the termination occurs, a pro-rata annual STI award for the year of termination based on the NEO’s target STI award, adjusted for actual company (and/or, if applicable, business unit or function) performance as determined by the Compensation and Management Development Committee in its sole discretion; and • a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service solely for the purpose of determining eligibility to enroll in retiree medical coverage (the “H&W Severance Benefits”) | | Change in Control Benefits | If an NEO experiences a covered termination under the ESP within 24 months following a change in control, benefits include: • a lump sum payment equal 1.5 or 2 (depending on job grade) times the sum of the NEO’s salary and the greater of (a) the average amount of STI awards paid to the NEO for the preceding three completed calendar years and (b) the NEO’s target STI award for the termination year; • a pro-rata annual STI award for the year of termination based on the greater of (a) the NEO’s target STI award and (b) the NEO’s target STI award adjusted for actual company performance; and • the H&W Severance Benefits | | Severance and Change in Control Philosophy | | | Attract and Retain | Intended to ease an NEOs transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction | | Align Interests with Stockholders | Mitigate any potential employer liability and avoid future disputes or litigation Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives | | At-Will Employment | The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time | | Amount and Conditions for Termination Benefits | Severance arrangements should be designed to: (i) provide reasonable compensation to NEOs who leave Corebridge under certain circumstances to facilitate their transition to new employment and (ii) require a departing NEO to sign and not revoke a release of claims acceptable to us as a condition to receiving post- employment termination benefits, which release of claims will include post-termination restrictive covenants (to the extent permissible under applicable law) | | Treatment upon Retirement, Death or Disability | Equity treatment is generally consistent with the practice of many of our peers and encourages our NEOs to remain employed with us |
Other Compensation Policies
| Policy | Considerations | Material Features | | Anti-Hedging and Anti-Pledging Policies | Hedging insulates executive officers from stock price movement and reduces alignment with stockholders. Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | Our Insider Trading Policy prohibits all employees and directors from engaging in hedging transactions with respect to any Corebridge securities, including by trading in any derivative security relating to Corebridge securities. Other than pursuant to a compensation or benefit plan or dividend distribution, no employee or director may acquire, write or otherwise enter into an instrument that has a value determined by reference to Corebridge securities, whether or not the instrument is issued by Corebridge. Examples include put and call options, forward contracts, collars and equity swaps relating to Corebridge securities. The policy also prohibits pledging of Corebridge securities. | | Equity Grant Policy | Equity award grants should not be timed to take advantage of the release of material nonpublic information. | In November 2024, the Compensation and Management Development Committee approved an Equity Grant Policy, which governs, among other things, the timing of equity award grants to Section 16 Officers. See “Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” for more information. | | Executive Stock Ownership Guidelines | Stock ownership among our executive officers and non-employee members of the Board encourages incentive alignment with stockholders. | 5x base salary for CEO 3x base salary for other executives All executives are required to retain 50% of the net shares of Common Stock received as a result of the exercise, vesting or payment of any Corebridge Option, Corebridge RSU or other equity-based award granted by Corebridge until the applicable guideline is achieved. Performance awards and unexercised stock options are not considered for the ownership requirement Our CEO and all of our executive officers are in compliance with the guidelines |
Other Compensation Policies
| Policy | Considerations | Material Features | | Corebridge Clawback Policy | We should be able to recoup cash and equity awards in the event of a material financial restatement, awards based on materially inaccurate financial statements or performance metrics, or failure to meet risk management requirements. | The Corebridge Clawback Policy, which applies to all executive officers, was adopted by the Board to encourage sound risk management and increase individual accountability. The policy was amended in 2023 to extend its coverage to all employees who receive equity awards and all employees at Grade Level 27 and above as well as other minor technical changes. The policy provides that the Board or a designated committee thereof (the “administrator”) has broad discretionary authority to, in the event of a covered event, provide for the forfeiture, recoupment and/or repayment of all or any portion of outstanding and unpaid incentive compensation (and any incentive compensation received during the 12-month period prior to the covered event). A covered event generally includes a material financial restatement, receipt of an award or covered compensation based on materially inaccurate financial statements or performance metrics, a material adverse impact on Corebridge or any affiliate due to failure to properly identify, assess or sufficiently raise concerns about risk, or an action or omission that materially violates our risk policies or results in material financial or reputational harm to Corebridge or any affiliate. | | Financial Restatement Clawback Policy | In compliance with SEC and NYSE requirements, we are required to recover erroneously awarded incentive-based compensation in the event of any accounting restatement. | Corebridge also maintains the Corebridge Accounting Restatement Clawback Policy that is fully compliant with the new SEC and NYSE requirements, which require listed companies to develop and implement a policy providing for the recovery of certain erroneously awarded time- and performance-based incentive-based compensation received by current or former executive officers in the event of an accounting restatement and to satisfy related disclosure obligations. |
Use of Market Data
Use of Market Data Corebridge 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. In September 2024, the Compensation and Management Development Committee, in consultation with Meridian Compensation Partners, its independent compensation consultant, approved a compensation peer group for executive compensation in 2024 to inform our NEOs’ compensation level and design and retroactively adjust the 2024 compensation of our NEOs where appropriate. The peer group companies for 2024 generally consist of size-appropriate companies from similar industries, with enough data points to develop valid statistics and comparable business with well-correlated share prices. In addition, the peer group companies for 2024 were selected with an emphasis on companies that were primarily North American-based insurance companies (with consideration to other financial service sectors, particularly if the business lines align with the services or scope of Corebridge’s business) that had revenue ranging from 0.3x to 3x Corebridge’s revenue, with consideration to comparable market cap and total assets under management. This group included the following companies:
Use of Market Data
| 1. | Aflac Incorporated | 8. | Principal Financial Group, Inc. | | 2. | Ameriprise Financial, Inc. | 9. | Prudential Financial, Inc. | | 3. | Equitable Holdings, Inc. | 10. | Sun Life Financial, Inc. | | 4. | Lincoln National Corporation | 11. | The Hartford Insurance Group, Inc. | | 5. | MetLife, Inc. | 12. | Unum Group | | 6. | Manulife Financial Corporation | 13. | Voya Financial, Inc. | | 7. | Northern Trust Corporation | | |
Use of Market Data
At the time the peer group was developed in the third quarter of 2024, Corebridge was at the 55th percentile of the 2024 peer group in terms of revenue, at the 33rd percentile of the 2024 peer group in terms of market cap, and at the 75th percentile of the 2024 peer group in terms of total assets under management. This same peer group was used to inform fiscal 2025 compensation decisions.
Executive Compensation Risk Management
| • | Compensation allocation between fixed and variable, STI and LTI, and cash and equity compensation encourages strategy and actions that are in Corebridge’s long-term interests; |
Executive Compensation Risk Management
| • | Incentive awards are determined based on a variety of performance indicators, thus diversifying the risk associated with any single performance factor; |
Executive Compensation Risk Management
| • | Design of LTI compensation program rewards executives for driving sustainable, profitable growth for stockholders; |
Executive Compensation Risk Management
| • | Vesting periods for equity compensation awards encourage executives to focus on sustained stock price appreciation; |
Executive Compensation Risk Management
| • | Incentive plans are not overly leveraged with maximum payout caps and have design features that are intended to balance pay for performance with an appropriate level of risk-taking; |
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. |
2024 Summary Compensation Table
2024 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.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Kevin Hogan President and Chief Executive Officer | 2024 | 1,250,000 | — | 2,042,126 | 1,999,991 | 2,452,500 | — | 66,180 | 7,810,797 | | | 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 | — | 90,420 | 8,881,597 | | Elias Habayeb Executive Vice President and Chief Financial Officer | 2024 | 800,000 | — | 1,319,783 | 424,998 | 1,500,000 | — | 31,323 | 4,076,104 | | | 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 | — | 27,723 | 4,297,177 | | Lisa Longino Executive Vice President and Chief Investment Officer | 2024 | 800,000 | — | 1,055,816 | 339,999 | 1,420,000 | — | 31,323 | 3,647,138 | | | 2023 | 676,924 | 2,181,265 | 1,225,613 | — | 1,720,000 | — | 29,931 | 5,833,733 | | Jonathan Novak Executive Vice President and President of Institutional Markets | 2024 | 626,828 | — | 698,700 | 224,996 | 1,100,000 | — | 49,473 | 2,699,997 | | | 2023 | 600,000 | — | 644,505 | 224,995 | 1,040,000 | 29,703 | 30,098 | 2,569,301 | | Terri Fiedler Executive Vice President and President of Retirement Services | 2024 | 650,000 | — | 760,808 | 244,998 | 985,000 | 1,489 | 33,373 | 2,675,668 | | | 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 | — | 27,723 | 3,163,709 |
2024 Summary Compensation Table
| (1) For Mr. Novak, 2024 amount reflects $600,000 salary through September 16th and $675,000 for remainder of the year. |
2024 Summary Compensation Table
| (2) The amounts in this column for 2024 represent the grant date fair value of Corebridge RSUs granted to each NEO in 2024, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2024 Form 10-K. The grant date fair value of the Corebridge RSUs was based on the closing price of our Common Stock on the date of grant. The Corebridge RSUs are described in more detail in “Compensation Discussion and Analysis—Compensation Components—LTI Awards.” |
2024 Summary Compensation Table
| (3) The amounts in this column for 2024 represent the grant date fair value of Corebridge Options granted to each NEO in 2024, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2024 Form 10-K. The grant date fair value of the Corebridge 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—Compensation Components—LTI Awards.” |
2024 Summary Compensation Table
| (4) For 2024, this column represents the STI awards for 2024 performance as determined in the first quarter of 2025. 100% of each award was vested and paid in February 2025. |
2024 Summary Compensation Table
| (5) 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. The pension plans are described in “2024 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 |
2024 Summary Compensation Table
assumption is 5.57% for the Qualified Retirement Plan. The discount rate assumption is 5.49% 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 did not participate in the Qualified Retirement Plan and the Non-Qualified Retirement Plan.
2024 Summary Compensation Table
| (6) This column includes the following incremental costs of 2024 perquisites and other benefits: |
2024 Summary Compensation Table
| Item | Description | | Tax Preparation Services | Mr. Hogan - $18,098 Reflects cost of tax preparation services related to a prior international assignment. | | Company-paid life insurance premiums | All NEOs - $273 | | 401(k) Plan | All NEOs - $31,050 Reflects employer matching and non-elective contributions. | | Personal Use of Company Pool Cars | Mr. Hogan - $16,759 Reflects incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of Company pool cars. | | Corebridge Matching Grants Program | Mr. Novak - $18,150 Ms. Fiedler - $2,050 Reflects employer matching donations under the Corebridge Matching Grants Program, under which the Company will match donations to eligible charitable organizations of $25 or more on a 1:1 basis (or, for donations made prior to October 18, 2024, on a 2:1 basis). For Mr. Novak, includes $8,150 in employer matching donations for donations made by Mr. Novak in 2023 but matched by the Company in 2024. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table details all equity and non-equity plan-based awards granted to each of the NEOs in 2024.
2024 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Kevin Hogan | | | | | | | | | | 2024 STI | | — | 2,250,000 | 4,500,000 | — | — | — | — | | 2024 Corebridge RSUs | 2/20/2024 | — | — | — | 40,849 | — | — | 1,035,114 | | 2024 Corebridge Options | 2/20/2024 | — | — | — | — | 214,132 | 25.34 | 999,996 | | 2024 Corebridge RSUs | 4/5/2024 | — | — | — | 35,112 | — | — | 1,007,012 | | 2024 Corebridge Options | 4/5/2024 | — | — | — | — | 129,701 | 28.68 | 999,995 | | Elias Habayeb | | | | | | | | | | 2024 STI | | — | 1,200,000 | 2,400,000 | — | — | — | — | | 2024 Corebridge RSUs | 2/20/2024 | — | — | — | 52,083 | — | — | 1,319,783 | | 2024 Corebridge Options | 2/20/2024 | — | — | — | — | 91,006 | 25.34 | 424,998 | | Lisa Longino | | | | | | | | | | 2024 STI | | — | 1,240,000 | 2,480,000 | — | — | — | — | | 2024 Corebridge RSUs | 2/20/2024 | — | — | — | 41,666 | — | — | 1,055,816 | | 2024 Corebridge Options | 2/20/2024 | — | — | — | — | 72,805 | 25.34 | 339,999 | | Jonathan Novak | | | | | | | | | | 2024 STI | | — | 1,000,000 | 2,000,000 | — | — | — | — | | 2024 Corebridge RSUs | 2/20/2024 | — | — | — | 27,573 | — | — | 698,700 | | 2024 Corebridge Options | 2/20/2024 | | | | | 48,179 | 25.34 | 224,996 | | Terri Fiedler | | | | | | | | | | 2024 STI | | — | 820,000 | 1,640,000 | — | — | — | — | | 2024 Corebridge RSUs | 2/20/2024 | — | — | — | 30,024 | — | — | 760,808 | | 2024 Corebridge Options | 2/20/2024 | — | — | — | — | 52,462 | 25.34 | 244,998 |
2024 Grants of Plan-Based Awards
| (1) Amounts shown reflect the range of possible STI awards for 2024 performance. Actual amounts earned are reflected in the 2024 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For more information on the 2024 STI awards, including the applicable performance metrics, please see “Compensation Discussion and Analysis—Compensation Components—STI Awards.” |
2024 Grants of Plan-Based Awards
| (2) Amounts shown reflect the grant of 2024 Corebridge RSUs made to the NEOs. Holders of 2024 Corebridge RSUs are also entitled to dividend equivalent rights in the form of cash beginning with the first dividend record date following the applicable |
2024 Grants of Plan-Based Awards
grant date, which cash amount is subject to the same vesting conditions as the related Corebridge RSUs and is paid if and when such related shares are delivered. For more information on these awards, please see “Compensation Discussion and Analysis—Compensation Components—LTI Awards—Annual 2024 LTI Awards.”
2024 Grants of Plan-Based Awards
| (3) Amounts shown reflect the grant of 2024 Corebridge Options made to the NEOs. Stock options granted in 2024 have an exercise price equal to the closing price of Common Stock on the NYSE on the date of grant. For more information on these awards, please see “Compensation Discussion and Analysis—Compensation Components—LTI Awards—2024 Annual LTI Awards,” and Note 20 of the consolidated financial statements in the 2024 Form 10-K. |
2024 Grants of Plan-Based Awards
| (4) Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2024 Form 10-K. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table sets forth outstanding equity-based awards held by each NEO as of December 31, 2024.
Outstanding Equity Awards as of December 31, 2024
| | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Grant Date | Award Type | Number of Securities underlying Unexercised Options (Exercisable) (#) | Number of Securities underlying Unexercised Options (Unexercisable) (#) | Exercise Price ($) | Expiration Date | Unvested (Not Subject to Performance Conditions)(2) | | Equity Incentive Plan Awards (Unearned and Unvested)(4) | | | | | | | | | | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | Number of unearned shares, units or other rights that have not vested (#) | Market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Kevin Hogan | 4/5/2024 | 2024 Corebridge Options | — | 129,701 | 28.68 | 4/5/2034 | — | — | — | — | | | 4/5/2024 | 2024 Corebridge RSUs | — | — | — | — | 35,112 | 1,050,902 | — | — | | | 2/20/2024 | 2024 Corebridge Options | — | 214,132 | 25.34 | 2/20/2034 | — | — | — | — | | | 2/20/2024 | 2024 Corebridge RSUs | — | — | — | — | 40,489 | 1,222,611 | — | — | | | 2/21/2023 | 2023 Corebridge Options | 54,024 | 108,050 | 20.30 | 2/21/2033 | — | — | — | — | | | 2/21/2023 | 2023 Corebridge RSUs | — | — | — | — | 31,358 | 938,545 | — | — | | | 2/212023 | 2023 AIG PSUs | — | — | — | — | — | — | 48,652 | 3,541,866 | | | 2/22/2022 | 2022 Corebridge RSUs | — | — | — | — | 42,618 | 1,275,557 | — | — | | | 2/22/2022 | 2022 AIG PSUs | — | — | — | — | 58,784 | 4,279,475 | — | — | | Elias Habayeb | 2/20/2024 | 2024 Corebridge Options | — | 91,006 | 25.34 | 2/20/2034 | — | — | — | — | | | 2/20/2024 | 2024 Corebridge RSUs | — | — | — | — | 52,083 | 1,558,844 | — | — | | | 2/21/2023 | 2023 Corebridge Options | 22,960 | 45,921 | 20.30 | 2/21/2033 | — | — | — | — | | | 2/21/2023 | 2023 Corebridge RSUs | — | — | — | — | 39,981 | 1,196,631 | — | — | | | 2/22/2022 | 2022 Corebridge RSUs | — | — | — | — | 24,150 | 722,810 | — | — | | Lisa Longino | 2/20/2024 | 2024 Corebridge Options | — | 72,805 | 25.34 | 2/20/2034 | — | — | — | — | | | 2/20/2024 | 2024 Corebridge RSUs | — | — | — | — | 41,666 | 1,247,063 | — | — | | | 2/21/2023 | 2023 Corebridge RSUs | — | — | — | — | 24,760 | 741,067 | — | — |
Outstanding Equity Awards as of December 31, 2024
| | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Grant Date | Award Type | Number of Securities underlying Unexercised Options (Exercisable) (#) | Number of Securities underlying Unexercised Options (Unexercisable) (#) | Exercise Price ($) | Expiration Date | Unvested (Not Subject to Performance Conditions)(2) | | Equity Incentive Plan Awards (Unearned and Unvested)(4) | | | | | | | | | | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | Number of unearned shares, units or other rights that have not vested (#) | Market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Jonathan Novak | 2/20/2024 | 2024 Corebridge Options | — | 48,179 | 25.34 | 2/20/2034 | — | — | | | | | 2/20/2024 | 2024 Corebridge RSUs | — | — | — | — | 27,573 | 825,260 | — | — | | | 2/21/2023 | 2023 Corebridge Options | 12,155 | 24,311 | 20.30 | 2/21/2033 | — | — | — | — | | | 2/21/2023 | 2023 Corebridge RSUs | — | — | — | — | 21,166 | 633,498 | | | | | 9/14/2022 | 2022 Corebridge RSUs | — | — | — | — | 12,785 | 382,655 | | | | | 2/22/2021 | 2021 AIG Options | 19,230 | — | 44.10 | 2/22/2031 | — | — | — | — | | | 3/11/2020 | 2020 AIG Options | 23,391 | — | 32.43 | 3/11/2030 | — | — | — | — | | | 3/18/2019 | 2019 AIG Options | 24,570 | — | 44.28 | 3/18/2029 | — | — | — | — | | | 3/13/2018 | 2018 AIG Options | 14,632 | — | 55.94 | 3/13/2028 | — | — | — | — | | Terri Fiedler | 2/20/2024 | 2024 Corebridge Options | — | 52,462 | 25.34 | 2/20/2034 | — | — | — | — | | | 2/20/2024 | 2024 Corebridge RSUs | — | — | — | — | 30,024 | 898,618 | — | — | | | 2/21/2023 | 2023 Corebridge Options | 13,236 | 26,472 | 20.30 | 2/21/2033 | — | — | — | — | | | 2/21/2023 | 2023 Corebridge RSUs | — | — | — | — | 23,048 | 689,827 | — | — | | | 9/14/2022 | 2022 Corebridge RSUs | — | — | — | — | 21,295 | 637,359 | — | — | | | 2/22/2021 | 2021 AIG Options | 15,384 | | 44.10 | 2/22/2031 | — | — | — | — | | | 3/11/2020 | 2020 AIG Options | 21,052 | — | 32.43 | 3/11/2030 | — | — | — | — | | | 5/8/2019 | 2019 AIG Options | 10,265 | — | 46.96 | 5/8/2029 | — | — | — | — |
Outstanding Equity Awards as of December 31, 2024
| (1) AIG Options. All of the stock options granted to our NEOs prior to 2023 were granted by AIG 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 had a three-year vesting period, subject to continued service through each vesting date, and vested in full in January following the end of the vesting period. |
Outstanding Equity Awards as of December 31, 2024
Corebridge Options. All of the stock options granted to our NEOs in or after 2023 were granted by Corebridge and linked to the performance of Common Stock. The Corebridge Options have an exercise price equal to the closing price of the underlying shares of Common Stock on the NYSE on the date of grant and have a 10-year term from the date of grant. All of the Corebridge Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through each vesting date.
Outstanding Equity Awards as of December 31, 2024
| (2) Corebridge RSUs. All of the 2024 Corebridge RSUs and 2023 Corebridge RSUs (other than Ms. Longino’s 2023 Corebridge RSUs) will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through each vesting date. The 2023 Corebridge RSUs granted to Ms. Longino vest 50% on February 21, 2024, 30% on February 21, 2025 and 20% on February 21, 2026, subject to continued service through each vesting date. Amount with respect to Ms. Longino’s 2023 Corebridge RSUs 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 (which was March 30, 2022 for Ms. Fiedler’s retention LTI award and February 22, 2022 for all other grants). |
Outstanding Equity Awards as of December 31, 2024
| (3) Values for Corebridge RSUs are based on the closing price of Common Stock on the NYSE on December 31, 2024 of $29.93. |
Outstanding Equity Awards as of December 31, 2024
| (4) AIG PSUs. 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, 2024, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, pursuant to SEC rules, the number of shares and the payout value are reported assuming payout at stretch award levels. Whether the 2023 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 Compensation and Management Resources Committee. Once earned, the 2023 AIG PSUs will vest on January 1, 2026, subject to Mr. Hogan’s continued service through the vesting date. |
Outstanding Equity Awards as of December 31, 2024
For the 2022 AIG PSUs, the amount represents the number of 2022 AIG PSUs that were earned based on actual achievement against pre-established performance goals over a three-year performance 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%). The AIG Compensation and Management Resources Committee certified the level of achievement on February 18, 2025, and 178% of the PSUs were earned and vested on January 1, 2025, subject to Mr. Hogan’s continued service on the vesting date.
Outstanding Equity Awards as of December 31, 2024
| (5) For more information on the AIG PSUs granted to Mr. Hogan, please see “Compensation Discussion and Analysis—Compensation Components—LTI Awards.” Values for AIG PSUs are based on the closing price of AIG common stock on the NYSE on December 31, 2024 of $72.80 per share. |
2024 Option Exercises and Vesting of Stock-Based Awards
2024 Option Exercises and Vesting of Stock-Based Awards The following table sets forth the amounts realized by each NEO as a result of stock option exercises and the vesting of stock-based awards in 2024.
2024 Option Exercises and Vesting of Stock-Based Awards
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Kevin Hogan | 450,697 | 12,243,509 | 204,432 | 8,675,289 | | Elias Habayeb | 129,021 | 3,471,476 | 111,887 | 2,606,596 | | Lisa Longino | — | — | 30,187 | 761,316 | | Jonathan Novak | — | — | 70,653 | 1,631,630 | | Terri Fiedler | — | — | 65,763 | 1,588,077 |
2024 Option Exercises and Vesting of Stock-Based Awards
| (1) The number of AIG Options exercised in 2024 by Messrs. Hogan and Habayeb. All such exercised AIG Options were settled in shares of AIG common stock. |
2024 Option Exercises and Vesting of Stock-Based Awards
| (2) The value reflects the actual sale price of AIG common stock received less the applicable exercise price of the AIG Options. |
2024 Option Exercises and Vesting of Stock-Based Awards
| (3) The number of shares realized for stock awards set forth above reflect (i) 397,798 Corebridge RSUs that vested and settled in 2024, and (ii) 85,124 AIG PSUs that vested at the end of the performance period in 2023 but were settled in shares of AIG common stock in 2024. |
2024 Option Exercises and Vesting of Stock-Based Awards
| (4) The value realized upon vesting is based on (i) $9,402,972 fair value of our Common Stock upon vesting for Corebridge RSUs, and (ii) $5,859,936 fair value of AIG common stock upon vesting for AIG PSUs. |
2024 Pension Benefits
2024 Pension Benefits The following table details the accumulated benefits under the pension plans in which certain of our NEOs participate. These accumulated benefits are presented as if they were payable upon the NEOs’ normal retirement at age 65. However, it is important to note that the Non-Qualified Retirement Plan benefits shown for the NEOs may be at least partially unvested and could be received at lower levels due to reduced benefits or forfeited entirely. Ms. Longino has not participated in the Retirement Plans. No payments were made under the plans in 2024.
2024 Pension Benefits
| Name | Plan Name | Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Kevin Hogan | Qualified Retirement Plan | 25.917 | 714,395 | | | Non-Qualified Retirement Plan | 25.917 | 882,445 | | Elias Habayeb | Qualified Retirement Plan | 7.917 | 159,421 | | | Non-Qualified Retirement Plan | 6.917 | 220,854 | | Lisa Longino | Qualified Retirement Plan | N/A | N/A | | | Non-Qualified Retirement Plan | N/A | N/A | | Jonathan Novak | Qualified Retirement Plan | 2.667 | 56,035 | | | Non-Qualified Retirement Plan | 2.667 | 97,641 | | Terri Fiedler | Qualified Retirement Plan | 2.583 | 56,362 | | | Non-Qualified Retirement Plan | 2.583 | 89,511 |
2024 Pension Benefits
| (1) The NEOs had the following years of service as of December 31, 2024: Mr. Hogan – 35.50; Mr. Habayeb – 18.33; Ms. Fiedler – 12.63; Mr. Novak – 12.71. Each NEOs credited service under the Retirement Plans are explained below: |
2024 Pension Benefits
Mr. Hogan. Mr. Hogan has 9.583 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. Mr. Habayeb. Mr. Habayeb has 10.413 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 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. 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). Ms. Fiedler. Ms. Fiedler has 10.04 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. Mr. Novak. Mr. Novak has 10.05 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.
2024 Pension Benefits
| (2) All present values of accumulated benefits are based on service and earnings as of December 31, 2024 (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 21 to the consolidated financial statements included in AIG’s 2024 Annual Report on Form 10-K. The actuarial present value of the benefit payable to Mr. Hogan would be $80,951 higher than the amounts in the table above if Mr. Hogan’s benefit commenced as of December 31, 2024 as a result of his employment termination for any reason other than disability or death. The actuarial present value of the benefit payable to Ms. Fiedler would be $5,368 higher than the amounts in the table above if Mr. Fiedler’s benefit commenced as of December 31, 2024 as a result of her employment termination for any reason other than death and disability. For Ms. Longino, the amount shown in this column is zero because she does not participate in the Retirement Plans. The discount rate assumption is 5.57% for the Qualified Retirement Plan. The discount rate assumption is 5.49% 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 2024 annual total compensation of the median employee identified by Corebridge (as described below) was $134,748, and Mr. Hogan’s annualized 2024 total compensation for his role as Corebridge’s Chief Executive Officer during 2024 was $7,810,797. Accordingly, Corebridge’s estimated 2024 pay ratio was 1 to 58. 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, 2024 and used 2023 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2024 targets for employees hired during 2023 who were not eligible for 2023 awards and (4) sales incentives. For employees hired in 2024 (who therefore did not have 2023 compensation), Corebridge used 2024 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2024 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2023 sales incentives. As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2024 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 Compensation and Management Development Committee did not consider this information in making its pay decisions for 2024.
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 $100 Investment based on:(2) | | Net Income ($ Millions)(3) | Normalized ROAE(4) | | | | | | | CRBG TSR ($) | Peer Group TSR ($) | | | | 2024 | 7,810,797 | 12,903,410 | 3,274,727 | 4,482,113 | 176.40 | 151.20 | 2,203 | 13.2% | | 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”), and 2024 for Kevin Hogan (“CEO”) and Elias Habayeb, Lisa Longino, Terri Fiedler, and Jonathan Novak (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 was calculated based on the change in value from AIG equity pre-IPO on 12/31/2022 for Corebridge awards through 12/31/2023. Corebridge equity awards remained valued using Corebridge prices on both dates. AIG equity awards remained valued using AIG share prices on both dates. CAP for 2024 reflects the following adjustments to the applicable amounts in the Summary Compensation Table (“SCT”): |
Pay Versus Performance
| | CEO ($) | Average of Other NEOs ($) | | 2024 Total Reported in SCT | 7,810,797 | 3,274,727 | | Less value of stock and option awards reported in SCT | (4,042,117) | (1,267,525) | | Less change in Pension Value in 2024 | — | (372) | | Plus year-end value of awards granted in 2024 that were unvested and outstanding as of 12/31/2024(a) | 5,233,151 | 1,754,368 | | Plus change in fair value of prior year awards that were unvested and outstanding as of 12/31/2024(b) | 3,535,136 | 554,951 | | Plus change in fair value of prior year awards that vested in 2024(c) | 366,443 | 165,964 | | Plus value of awards granted in 2024 that vested in 2024 | — | — | | Compensation Actually Paid for 2024 | 12,903,410 | 4,482,113 |
Pay Versus Performance
| (a) December 31, 2024 fair value of Corebridge RSUs and Corebridge Options was calculated based on the closing Corebridge stock price on that date. |
Pay Versus Performance
| (b) December 31, 2024 fair value of Corebridge RSUs and Corebridge Options was calculated based on the closing stock price on that date. December 31, 2024 fair value of AIG PSUs and AIG RSUs 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 2024 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 2024 Annual Report. 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 2024. 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 Exchange Act, 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 for the years shown in the Pay Versus Performance Table above. Approximately 53% of CEO target total direct compensation and on average 42% of target total direct compensation for non-CEO NEOs is comprised of long-term incentive awards that are tied to the future performance of the Company. As a result, the changes in CAP year-over-year are in line with TSR and Normalized ROAE. 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(1)
Relationship Between Compensation Actually Paid and TSR(1)
Relationship Between Compensation Actually Paid and TSR(1)
| (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