Corebridge Financial, Inc.
For the period ended Jun 3, 2025. Filed Apr 16, 2025.
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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 3, 2025 · Filed Apr 16, 2025
Contents
Direct Compensation Program Decision-Making Process
Roles and Responsibilities
The following table describes various roles and responsibilities related to the executive compensation program decision-making process for 2024.
| Individual/Entity | Responsibilities |
|---|---|
| AIG Compensation and Management Resources Committee | The AIG Compensation and Management Resources Committee consists solely of independent directors of AIG and approved the payout of Mr. Hogan’s AIG PSUs which were granted in 2021, but did not otherwise participate in determining the compensation of our NEOs for fiscal year 2024. Following the Majority Holder Threshold Date, the AIG Compensation and Management Resources Committee ceased to participate in determining the annual compensation for any of our NEOs but will continue to administer any outstanding AIG Options and AIG PSUs previously granted to our NEOs. |
| Compensation and Management Development Committee | On the Majority Holder Threshold Date, the Board established the Compensation and Management Development Committee. In 2024, the Compensation and Management Development Committee consisted of three independent directors and one AIG Director. The Committee meets as necessary to review and approve various compensation-related items, including: • Oversees and makes recommendations to the Board with respect to our executive compensation and benefits philosophy, plans and policies • Reviews and approves annual corporate goals, objectives and metrics relevant to the compensation of the CEO, evaluates CEO performance against those goals, objectives and metrics and determines and recommends Board approval of the CEO’s compensation based on its evaluation • Reviews and approves incentive award performance goals, objectives and metrics for Section 16 Officers and evaluates their performance in light of those goals, objectives and metrics, and based on recommendations from the CEO, approves the compensation of Section 16 Officers • Establishes and reviews compliance with stock ownership guidelines for Section 16 Officers • Oversees the assessment of the risks related to compensation programs and policies, and the steps to monitor and control such risk exposures • Oversees human capital management practices and programs • Engages and oversees the services of an independent compensation consultant to advise on executive compensation matters |
Corebridge Financial, Inc. | 2025 Proxy Statement 57
| Individual/Entity | Responsibilities |
|---|---|
| Special Purpose Committee | The Special Purpose Committee consisted of two AIG Directors and two independent directors and met as necessary to review and approve various compensation-related items, including: • incentive program design, including metrics • total direct compensation for executives, including STI awards, LTI grant dollar values and base salary • compensation plans • performance goals for the Corebridge CEO The Special Purpose Committee was replaced by the Compensation and Management Development Committee on the Majority Holder Threshold Date |
| Section 16 Sub-Committee | The Section 16 Sub-Committee consisted of two non-employee directors and had the authority to grant equity awards under the Corebridge Long Term Incentive Plan The Section 16 Sub-Committee was replaced by the Compensation and Management Development Committee on the Majority Holder Threshold Date |
| CEO | The CEO presents recommendations for NEO compensation to the Compensation and Management Development Committee (or, prior to the establishment of such committee, the Special Purpose Committee); no other NEO plays a decision-making role in determining the compensation of any other NEO |
| Independent Compensation Consultant | The Independent Compensation Consultant reports directly to the Compensation and Management Development Committee and provides independent and objective advice on executive and director compensation and related corporate governance matters |
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:
58 Corebridge Financial, Inc. | 2025 Proxy Statement
| 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 | ||
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 75 th 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.
The Decision-Making Process
In the first quarter of 2024, target total direct compensation and target LTI awards for all NEOs were approved by the Special Purpose Committee. They also approved the performance metrics and goals for 2024 STI awards in April 2024. These metrics and goals were set based on the budgeting and strategic planning process.
On the Majority Holder Threshold Date, the Board established the Compensation and Management Development Committee. The Compensation and Management Development Committee assumed the roles and responsibilities of the Special Purpose Committee with respect to reviewing and approving executive compensation as described in more detail in the section above entitled“Roles and Responsibilities.”
For September 2024, the Compensation and Management Development Committee retroactively adjusted the 2024 target total direct compensation of Mr. Novak to reflect an increase in his role and responsibilities. The Compensation and Management Development Committee generally considers as a reference point, target total direct compensation in the middle range of peer data as this aligns with its objective of providing fair, competitive pay that attracts and retains top talent while achieving sustainable growth.
In the first quarter of 2025, the Compensation and Management Development Committee reviewed and approved compensation decisions for all NEOs. These reviews were performed against a backdrop of the business and individual performance evaluations for the prior year, in addition to compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent. In reaching decisions on executive compensation, the Compensation and Management Development Committee also considered the tax and accounting consequences.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.