CRBG Corebridge Financial Inc

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Our market-leading businesses directly meet customer needs and support the strategies of our distribution partners. We believe our opportunity is significant, given a large and increasing retirement-aged population, the life insurance protection gap, the ongoing decline of traditional corporate pensions and social safety nets, and the growing need for retirement solutions and financial advice.

We are confident that our diversified business model, strong balance sheet and disciplined execution position us to deliver for our customers and partners and to manage effectively through market cycles to drive long-term stockholder value.

In 2024, Corebridge increased operating earnings per share* by 18% to $4.83 and adjusted ROAE by 150 basis points to 12.8%. We also returned over $2.3 billion to stockholders through dividends and share repurchases.

Our businesses collectively generated robust sales volumes, with premiums and deposits* of $41.7 billion, a 5% increase from a very strong 2023. With solid fundamentals across our diversified businesses, core sources of income—fee, spread and underwriting margin—grew 4% in aggregate over the prior year and increased across all three sources.

Corebridge maintains a strong balance sheet backed by sound reserving and governance frameworks. We are proactive with capital and balance sheet management to create financial flexibility, pursue profitable growth and deliver on our commitments. Our regulatory capital has remained above target as we prudently manage our high-quality assets and liabilities. In 2024, our U.S. insurance subsidiaries increased full year dividends by 10%, distributing $2.2 billion to the holding company.

Corebridge continues to create stockholder value through disciplined execution. We lowered general operating expenses by 4% in 2024 and remain diligently focused on further improving our operational efficiency through prudent expense management, while creating capacity to invest in our businesses and our people.

To further our value proposition, we are undertaking several initiatives that build on the significant investments we made over the last two years as part of our separation process. These include advancing our strategic use of data, analytics and AI, and enhancing the end-to-end digital experience for our customers and distribution partners. We are also focused on improving our workplace, developing our people and helping them to harness emerging technologies.

I want to thank our colleagues for all you did to help grow our business, deliver on our commitments and live out our purpose—to help more people take action in their financial lives—particularly in a year replete with natural disasters. Time and again, you demonstrated resilience in the face of challenge and came together as one team to support our customers and each other.

I am excited for all that 2025 may bring, as we build on our momentum to grow our business, increase our financial flexibility and continue to create stockholder value.

Sincerely,

 

Kevin Hogan

President and Chief Executive Officer

Since April 29, 2024, the Board has increased its independent directors from 31% to 62% while ensuring a strong mix of skills, expertise, experience, oversight capabilities and perspective. In 2024, we added Edward Bousa and Deborah Leone as independent directors, and I was elected by the Board in December as its first independent Chair. We also evolved Board governance, most significantly by establishing three new committees to complement the work of our Audit Committee—Nominating and Corporate Governance, Compensation and Management Development, and Risk—each chaired by an independent director.

In 2024, AIG significantly reduced its ownership—principally through a block sale of shares to Nippon Life Insurance Company—and AIG executives Peter Zaffino, Sabra Purtill and Mia Tarpey stepped off the Board. Keith Gubbay and Minoru Kimura were added as independent directors, appointed by Nippon Life in connection with its investment in the company. Blackstone, a strategic partner for Corebridge, also exercised its contractual right to designate one director by appointing Gilles Dellaert to replace the departing Jon Gray. In January 2025, following a comprehensive process led by our Nomination and Governance Committee, and supported by a leading executive search firm, we added to our Board Colin J. Parris, achieving our current complement. As both a director and a stockholder I remain grateful to each of our former directors for their service, guidance and insight, particularly to Peter for his leadership as Chair. I look forward to similarly valuable contributions from our highly qualified new directors.

We are keenly aware that periodic Board membership renewal is a fundamental and ongoing responsibility of this Board and a key to long-term success for Corebridge. We are committed to ensuring that we have the skills, talent and experience to guide Corebridge as it continues its journey as a public company and have identified a set of core skills and experiences to identify, assess and recommend future Director nominees as the opportunities arise.

As a Board, we are focused on oversight of the company’s business strategy, risks and controls, and management team, and we are always looking for ways to increase the Board’s alignment with and accountability to stockholders. Our company is well positioned to capitalize on opportunities for growth while maintaining our ability to deliver on commitments across different market environments, and I look forward to reporting back a year from now on further results. Thank you for your ongoing support of Corebridge.

 

Alan Colberg

Chair of the Board

 

On behalf of the Corebridge Financial, Inc. (“Corebridge,” the “Company,” “we,” “our” or “us”) Board of Directors (the “Board”), I cordially invite you to virtually attend the Corebridge 2025 annual meeting of stockholders (the “Annual Meeting”).

The Board is soliciting proxies to be voted at the Annual Meeting on June 3, 2025, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available or distributed to stockholders beginning on or about April 16, 2025.

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any voting instruction form accompanying these proxy materials.

Please carefully review the 2025 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.

We have adopted a virtual meeting format for the Annual Meeting to provide a convenient opportunity for our stockholders to participate from wherever they are located. We believe that the virtual meeting format affords our stockholders an opportunity for meaningful participation, and we have taken steps so that stockholders will be able to attend, vote and submit questions via the internet.

You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the meeting.

By order of the Board of Directors,

 

Jeannette N. Pina

 

 

Corebridge Financial is one of the largest and most established providers of retirement solutions and insurance products in the United States, with a long and proven track record of serving our clients. At Corebridge, we’re passionate about giving people the power to help them reach their financial goals.

We deliver an expansive portfolio of products to serve your unique needs. And we proudly partner with financial professionals and institutions to make it possible for more people to take action in their financial lives for today and tomorrow.

At Corebridge, we believe no one achieves a financially secure future by accident—great things happen when people take action.

Corebridge operates through four business segments:

 

This summary highlights information contained in this Proxy Statement. It does not contain all the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting. For the meaning of capitalized terms or acronyms used and not otherwise defined in the Proxy Statement, please see Appendix B.

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 our stockholders. On June 3, 2024, AIG ceased to beneficially own a majority of our Common Stock (the “Majority Holder Threshold Date”) and Corebridge ceased to be a Controlled Company. Since the Majority Holder Threshold Date, we have been working to evolve our governance practices in accordance with NYSE transition rules and governance best practices. As part of this transition, the Board reevaluated its governance needs, including skills, diversity and independence considerations, and began to recruit new directors to join the Board. The following timeline summarizes some of the key actions and milestones that occurred over the past year.

 

 

 

We believe the makeup of the Board is currently well-balanced among independent and affiliated directors that collectively bring their diverse perspectives and skills to the boardroom. As our Board’s composition has evolved, so too have our corporate governance practices. The following table illustrates our current governance practices, including new practices since the Majority Holder Threshold Date.

Key Governance Highlights

Our named executive officers’ direct compensation is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance.

 

 

The following table provides a description of each element of our named executive officers’ compensation in 2024.

The Board has nominated thirteen individuals for election at our 2025 annual meeting of stockholders (the “Annual Meeting”). Each director elected at the Annual Meeting will serve until our 2026 annual meeting of stockholders and until their successor is elected and qualified or until their earlier resignation or removal. Each of the director nominees is a current member of the Board and has consented to being named as a nominee and to serve on the Board if elected. Our Board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size.

The Board believes that, if elected, the nominees will continue to provide effective oversight of our business and continue to advance our stockholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized below.

♦ Indicates a new director since our 2024 annual meeting of stockholders.

We believe it is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our business. As we continue to transition from being a Controlled Company, we are actively considering the composition of our Board, taking into account the applicable NYSE transition rules and the characteristics and qualifications of existing directors and our evolving strategic objectives. This section describes various considerations related to the election of directors.

The size and composition of the Board will be based on the following considerations:

In addition to the above, under our Separation Agreement with AIG, until AIG ceases to own at least 5% of Common Stock, AIG will have the right to designate a number of directors on each Corebridge Slate in proportion to its ownership, rounded up to the nearest whole number. The following directors currently serve as AIG Directors pursuant to the Separation Agreement: Ms. Banthin, Mr. Burk and Ms. Glazer.

Under the Blackstone Stockholder’s Agreement, Blackstone has the right to designate one member to our Board, subject to maintaining specified ownership requirements. Mr. Dellaert currently serves as the Blackstone designee.

Under the Nippon Stockholder’s Agreement, Nippon has the right to designate a number of directors to our Board in proportion to its ownership, rounded down to the nearest whole number. Messrs. Gubbay and Kimura currently serve as the Nippon designees.

Directors will hold office until the annual meeting of stockholders next succeeding their election and until a successor is elected and qualified or their earlier resignation or removal. The Board does not believe that term limits are appropriate, as term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into our business and therefore can provide a significant contribution to the Board.

In addition, our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75. The Board, in consideration of the recommendation of the Nominating and Corporate Governance Committee, may waive this limitation for any director for a period of one year, if it is deemed to be in the best interests of Corebridge.

The By-laws provide that, in uncontested elections, director nominees must receive the affirmative vote of a majority of the votes cast to be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). An “uncontested election of directors” means an election of directors in which the number of director nominees does not exceed the number of directors to be elected by the stockholders at that election. Only votes cast “for” or “against” a director nominee will be considered.

Under the By-laws and Corporate Governance Guidelines, each director nominee is required to submit an irrevocable resignation from the Board that would become effective upon: (1) the failure of the nominee to receive the required vote at the Annual Meeting and (2) the Board’s acceptance of the resignation. If a nominee fails to receive the required vote, the Board will accept the resignation unless the Board determines that the best interests of Corebridge and its stockholders would not be served by doing so.

 

The Nominating and Corporate Governance Committee recommends to the Board director candidates for nomination and election at the annual stockholder meeting or for appointment to fill vacancies, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any stockholders’, investors’ rights or other applicable agreement to which Corebridge is a party.

In March 2025, based on the recommendation of our Nominating and Corporate Governance Committee, our Board approved the following list and descriptions of skills and experiences to assist in evaluating the skills and experiences of both potential and existing directors as well as the composition of the Board and its Committees. Our Nominating and Corporate Governance Committee and Board endeavored to establish criteria that align with the Company’s business and strategy and expect to periodically review and, when necessary, revise the desired skills and experiences to meet the Company’s needs in changing environments.

The Nominating and Corporate Governance Committee will consider candidates for Board membership proposed by stockholders, including pursuant to the proxy access provisions of our By-laws, and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board. Stockholders may propose director nominees for consideration by the Board by complying with the procedures and requirements in the By-laws or by submitting names and supporting information to:

All stockholder recommendations as to possible Board members must comply with the information and timing requirements set forth in the By-laws.

Our By-laws also permit eligible stockholders to include their own director nominees in our proxy statement for the annual meeting. The Board believes proxy access is an additional mechanism for Board accountability and for ensuring that director nominees are supported by our long-term stockholders.

Under the proxy access provision of the By-laws, a stockholder, or a group of up to 20 stockholders, owning three percent or more of Common Stock continuously for at least three years may nominate and include in Corebridge’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty (20) percent of the Board, so long as the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Qualifying stockholders who wish to submit director nominees for election at the 2026 annual meeting of stockholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Stockholder Proposals for the 2026 Annual Meeting.”

The Board has nominated for election to the Board the thirteen individuals presented below in “—Director Information.”

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:

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.