Corebridge Financial, Inc.
For the period ended Sep 16, 2026. Filed Aug 5, 2026.
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Sep 16, 2026 · Filed Aug 5, 2026
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 2025.
| 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 2022, but did not otherwise participate in determining the compensation of our NEOs for fiscal year 2025. The AIG Compensation and Management Resources Committee continues to administer any outstanding AIG Options and AIG PSUs. |
| Compensation and Management Development Committee | In 2025, the Compensation and Management Development Committee consisted of three independent directors and, prior to May 14, 2025, 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 |
| Board | The Board approved Mr. Hogan’s compensation based on the Compensation and Management Development Committee’s evaluation and recommendations |
| Special Committee | In July 2025, a special committee of the Board approved the new hire package for Mr. Costantini, based on the recommendations of the Compensation and Management Development Committee and the independent compensation consultant |
| CEO | The CEO presents recommendations for NEO compensation to the Compensation and Management Development 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. The Compensation and Management Development Committee has determined that Meridian Compensation Partners, LLC is independent within the meaning of applicable SEC rules and NYSE listing standards. |
72 Corebridge Financial, Inc. | 2026 Proxy Statement
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. This same peer group was used to inform fiscal 2025 compensation decisions. The peer group companies 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:
| 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. | Manulife Financial Corporation | 12. | Unum Group |
| 6. | MetLife, Inc. | 13. | Voya Financial, Inc. |
| 7. | Northern Trust Corporation | ||
At the time the peer group was approved 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.
The Decision-Making Process
In the first quarter of 2025, the Compensation and Management Development Committee reviewed and approved compensation decisions for our NEOs other than Mr. Costantini. 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. As discussed above, the Board approved Mr. Hogan’s compensation based on the Compensation and Management Development Committee’s evaluation and recommendations.
Further, in July 2025, a special committee of the Board approved the new hire package for Mr. Costantini, based on the recommendations of the Compensation and Management Development Committee and its independent compensation consultant.
Corebridge Financial, Inc. | 2026 Proxy Statement 73
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