Corebridge Financial Inc
For the period ended Jun 21, 2024. Filed Apr 29, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 21, 2024 · Filed Apr 29, 2024
Contents
Proxy Statement Summary
This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting.
| Proposal · · · Board Recommendation · · · Page | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | | | Elect thirteen directors for a one-year term ending at the 2025 Annual Meeting of Stockholders | | | FOR each director nominee | | | 9 |
| 2. | | | Approve, on an advisory basis, the 2023 compensation paid to our named executive officers | | | FOR | | | 46 |
| 3. | | | Ratify the appointment of PwC as our independent registered public accounting firm for 2024 | | | FOR | | | 86 |
What We Do
We make it possible for more people to take action in their financial lives. With more than $380 billion in assets under management and administration as of December 31, 2023, Corebridge is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures.
Corporate Governance Highlights
We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of shareholders. In connection with these efforts, we are committed to continuing to develop our governance practices to prepare for our anticipated full separation from AIG.
| Key Governance Highlights | |||
|---|---|---|---|
| Annual election of directors with equal voting rights per share Majority voting for directors in uncontested elections Regular meetings of independent directors in executive sessions without management Robust director and executive stock ownership guidelines Proxy access rights Shareholder rights to call a special meeting of shareholders Shareholder rights to act by written consent Robust clawback policies | | | Directors generally may not stand for election after reaching age 75 No supermajority voting requirements Directors are subject to limitations on board service at other public companies Board generally will not appoint a Committee Chair to serve for longer than a five-year term Directors’ equity awards do not settle until they retire from the Board No hedging, pledging or short sales of Corebridge securities |
| | | 7 |
Compensation Highlights
Our executives have historically participated in compensation and benefit plans that are sponsored and administered by AIG. During 2022, we began the process of transitioning from AIG compensation and benefit plans to our own plans, and establishing our compensation policies and practices. In 2023, our executives participated in our direct compensation program, including the Corebridge Long Term Incentive Plan, as well as our own retirement, health and welfare plans.
The components of our executives’ compensation in 2023 included direct compensation, indirect compensation and termination benefits as described in the following table. In addition, the Corebridge CEO received AIG performance share units (PSUs) pursuant to AIG’s Long-Term Incentive Program.
| Component | | | Description | | | Purpose |
|---|---|---|---|---|---|---|
| Direct Compensation | | | | | ||
| Base Salary | | | Fixed cash compensation | | | To fairly compensate executives for the responsibilities of their positions, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking |
| Short-Term Incentive (STI) Awards | | | Variable annual cash incentive award determined based on performance relative to corporate and individual goals | | | To drive business objectives and strategies and reward performance delivered during the year |
| Long-Term Incentive (LTI) Awards | | | Equity-based compensation in the form of restricted stock units (RSUs) and stock options | | | To reward long-term value creation, stock price appreciation, and align executive interests with those of our shareholders |
| 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 |
| 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 |
| 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 |
| 8 | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.