UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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COREBRIDGE FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

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To Corebridge Financial, Inc. Stockholders:

We are pleased to hold the first annual meeting of Corebridge Financial, Inc. (“Corebridge”) stockholders. The attached 2023 Proxy Statement contains important information regarding the agenda for the meeting and voting instructions.

2022 was an extraordinary year for Corebridge. Notably, we completed both the largest ever debt raise by an U.S. insurance company and the largest U.S. initial public offering in 2022. We also reported full-year financial results for 2022 that demonstrated the strength of the Corebridge platform and how its diversified, scaled businesses provide opportunity and stability, even in a challenging macroeconomic environment.

The Board encourages you to read the 2023 Proxy Statement and the accompanying Annual Report. We appreciate your important vote on the matters contained in the 2023 Proxy Statement and welcome you to join the virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/CRBG2023 on Tuesday, June 20, 2023, at 8:30 a.m. Eastern Time. Thank you for your support of Corebridge.



Peter Zaffino	Kevin Hogan
Chairman of the Board	President and Chief Executive Officer

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Notice of Corebridge Financial, Inc.
2023 Annual Meeting of Stockholders

On behalf of the Corebridge Financial, Inc. (“Corebridge”) Board of Directors, I cordially invite you to attend the Corebridge 2023 Annual Meeting of Stockholders (the “Annual Meeting”).


2023 Annual Meeting Details



Date and Time: June 20, 2023 at 8:30 a.m. Eastern Time (ET)	Location: Live via the internet at www.virtualshareholder meeting.com/CRBG2023	Record Date: April 24, 2023 If you owned shares of Corebridge common stock at the close of business on the record date of April 24, 2023, you are entitled to receive this notice and to vote during the meeting or by proxy.

How to Vote

Method	Details	Vote must be received or submitted by:
By Phone	1-800-690-6903	11:59 p.m. ET, June 19, 2023
Online Before the Meeting	www.proxyvote.com	11:59 p.m. ET, June 19, 2023
By Mail	Return your completed proxy card in the prepaid envelope	11:59 p.m. ET, June 19, 2023
Online During the Meeting	Go to: www.virtualshareholder meeting.com/CRBG2023	Before the polls close during the Annual Meeting

Proxies

The Corebridge Board of Directors is soliciting proxies to be voted at the Annual Meeting on June 20, 2023, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available, sent or given to stockholders beginning on or about April 28, 2023.

Items of Business

1.	Elect thirteen directors for a one-year term ending at the 2024 Annual Meeting of Stockholders
2.	Vote to approve the 2022 compensation of Corebridge’s named executive officers on an advisory basis
3.	Vote to approve the frequency of future executive compensation votes on an advisory basis
4.	Vote to ratify the appointment of PricewaterhouseCoopers LLP as Corebridge’s independent registered public accounting firm for 2023
5.	Transact any other business properly presented at the Annual Meeting

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Accessing the 2023 Annual Meeting

To participate in the 2023 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 2023 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.

By order of the Board of Directors,

Chris Banthin
Chief Corporate Counsel and Corporate Secretary

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.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held virtually via the internet on June 20, 2023.

The 2023 Proxy Statement and our 2022 Annual Report are available free of charge in the Investors section of our website at www.corebridgefinancial.com.

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Table of Contents

Item	Page
Certain Important Terms	5
Proxy Statement Summary	7
Proposal 1 – Election of Directors	9
Corporate Governance	19
Security Ownership of 5% Beneficial Owners, Directors and Executive Officers	24
Related Party Transactions	27
Proposal 2 – Advisory Vote on Executive Compensation	46
Executive Compensation	47
Compensation Glossary	47
Compensation Highlights	48
Compensation Discussion and Analysis	50
Compensation Tables	66
Proposal 3 – Advisory Vote on the Frequency of the Advisory Vote Approving Executive Compensation	87
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm	88
Voting Instructions and Information	91
Other Matters	94
Cautionary Statement Regarding Forward-Looking Statements	97
Appendix A – Corebridge Non-GAAP Financial Measures	99
Appendix B – AIG Non-GAAP Financial Measures	102

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Certain Important Terms

Term	Means
AGC	AGC Life Insurance Company, a Missouri insurance company
AIG	AIG Inc. and its subsidiaries other than the Company, unless the context refers to AIG Inc. only
AIG Bermuda	AIG Life of Bermuda, Ltd., a Bermuda insurance company
AIG CEO	AIG Inc.’s Chairman and Chief Executive Officer
AIG Director	A director designated by AIG pursuant to its right under the Separation Agreement to designate a number of directors on each Corebridge Slate until the date on which AIG ceases to beneficially own at least 5% of Corebridge’s common stock
AIG Inc.	American International Group, Inc., a Delaware corporation and our controlling shareholder
AIGLH	AIG Life Holdings, Inc., a Texas corporation
AIG Life UK	AIG Life Limited, a UK insurance company, and its subsidiary
AIGM	AIG Markets, Inc., a consolidated subsidiary of AIG
AIRCO	American International Reinsurance Company, Ltd., a consolidated subsidiary of AIG
Annual Meeting	Corebridge Financial, Inc. 2023 Annual Meeting of Stockholders
Argon	Argon Holdco LLC, a wholly-owned subsidiary of Blackstone Inc.
Audited consolidated financial statements	The consolidated balance sheets of the Company as of December 31, 2022 and 2021 and the related consolidated statements of income (loss), of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedules
Blackstone	Blackstone Inc. and its subsidiaries
Blackstone IM	Blackstone ISG-1 Advisors L.L.C.
Blackstone Stockholders’ Agreement	Stockholders’ Agreement dated November 2, 2021 between Corebridge, AIG Inc. and Argon
Board	Corebridge Financial, Inc. Board of Directors
By-laws	Corebridge Financial, Inc. Second Amended and Restated By-laws
Change in Control Date	First date on which AIG ceases to beneficially own more than 50% of Corebridge’s common stock
CLO	Collateralized Loan Obligation
COI	Corebridge Financial, Inc. Amended and Restated Certificate of Incorporation
Commitment Letter	Commitment Letter, dated November 2, 2021, between Blackstone IM and Corebridge

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Company	Corebridge and its consolidated subsidiaries, unless the context refers to Corebridge only
Controlled Company	A controlled company as defined by the NYSE Listed Company Manual
Corebridge	Corebridge Financial, Inc.
Corebridge Slate	Candidates for election as Corebridge directors proposed or recommended by the Board to Corebridge shareholders in connection with a meeting of shareholders
Corporate Governance Guidelines	Corebridge Financial, Inc. Corporate Governance Guidelines
Exchange Act	Securities Exchange Act of 1934, as amended
Fortitude Re	Fortitude Reinsurance Company Ltd., a Bermuda insurance company
Fortitude Re Bermuda	FGH Parent, L.P., a Bermuda exempted limited partnership and the indirect parent of Fortitude Re
GAAP	U.S. generally accepted accounting principles
IPO	Initial public offering of Corebridge common stock on September 14, 2022
Laya	Laya Healthcare Limited, an Irish insurance intermediary, and its subsidiary
NYSE	New York Stock Exchange
PCAOB	Public Company Accounting Oversight Board
PwC	PricewaterhouseCoopers LLP
Registration Rights Agreement	Registration Rights Agreement between AIG and Corebridge dated September 14, 2022
SEC	U.S. Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Separation Agreement	Separation Agreement between AIG and Corebridge dated September 14, 2022
Transition Services Agreement	Transition Services Agreement between AIG and Corebridge dated September 14, 2022
SMA	Certain separately managed account agreements between Corebridge and Blackstone IM
VIE	Variable interest entity
We, us, our	The Company, unless the context refers to Corebridge only

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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 2024 Annual Meeting of Stockholders	FOR each director nominee	9
2.	Approve, on an advisory basis, the 2022 compensation paid to our named executive officers	FOR	45
3.	Approve, on an advisory basis, the frequency of future executive compensation votes	ANNUAL	87
4.	Ratify the appointment of PwC to serve as our independent registered public accounting firm for 2023	FOR	88

What We Do

We make it possible for more people to take action in their financial lives. With more than $355 billion in assets under management and administration as of December 31, 2022, 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 pleased to be starting our journey as a public company with a strong corporate governance framework.

What We Do

What We Don’t Do

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 policy

x Directors generally may not stand for election after reaching age 75

x No supermajority voting requirements

x Directors are subject to limitations on board service at other public companies

x Board generally will not appoint a Committee Chair to serve for longer than a five-year term

x Directors’ equity awards do not settle until they retire from the Board

x No hedging, pledging or short sales of Corebridge securities

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Compensation Highlights

2022 was a transition year for our executive compensation program. While our executives participated in AIG’s direct compensation program in 2022, they also began participation in our own retirement, health and welfare plans prior to the IPO. We also adopted our own equity compensation plans and certain compensation policies and practices during 2022, including a clawback policy and stock ownership guidelines for executives and directors.

The components of our executives’ compensation include direct compensation, indirect compensation and termination benefits as described in the following table.

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 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 Awards	Equity-based compensation in the form of performance share units, restricted stock units and stock options	To reward long-term value creation, performance achievements and stock price appreciation
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

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Proposal 1: Election of Directors

What am I voting on?

The Board has nominated thirteen directors for election at the Annual Meeting. Each director elected at the Annual Meeting will serve until the 2024 Annual Meeting or until a successor is duly elected and qualified. Each of the director nominees is a current member of the Board and has consented to being named as a nominee and to serve if elected.

How does the Board recommend that I vote?

The Board recommends that you vote FOR the election of each director nominee. The Board believes that, if elected, the nominees will continue to provide effective oversight of our business and continue to advance our shareholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized below.

How will the proxyholders vote?

Unless otherwise instructed, the proxyholders will vote FOR the election of the director nominees. It is not expected that any of the nominees will become unavailable for election as a director at the Annual Meeting, but if any should become unavailable, proxies will be voted for such other persons as the proxyholders may determine in their discretion. Alternatively, the Board may reduce its size.

What is the vote required for the election of a director nominee?

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 shareholders 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 shareholders would not be served by doing so.

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Director Election Considerations

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. This section describes various considerations related to the election of directors.

Board Size and Composition

The size and composition of the Board will be determined from time to time by balancing the following considerations:

	•	The size of the Board should facilitate substantive discussions by the whole Board in which each director can participate meaningfully. Given the size and complexity of the businesses in which we are engaged, as well as the value of diversity of experience and views among Board members, the Board currently believes that it will be desirable over time to have between 8 and 14 members (allowing that a larger or smaller number may be necessary or advisable in periods of transition or other particular circumstances).
	•	To provide oversight to management, given our complex businesses, the composition of the Board should encompass a broad range of skills, expertise, insurance, financial services and other industry knowledge and diversity of opinion. This variety of attributes should contribute to the Board’s collective strength.
	•	Although the Board has not adopted a specific diversity policy, important diversity characteristics that contribute to the total mix of viewpoints and experiences represented on the Board include race, gender identity, ethnicity, religion, nationality, disability, sexual orientation and cultural background. Also, the Board considers diversity in a broad sense, including work experience, skills and perspective.
	•	After the Change in Control Date, at least two-thirds of the Board will consist of directors who are, under the NYSE listing standards, “independent” in the business judgment of the Board, to the extent required by the NYSE and subject to applicable transition rules as a Controlled Company.

In addition to the above, under the Separation Agreement, AIG has the right to designate the majority of directors on each Corebridge Slate until the Change in Control Date. After the Change in Control Date and until AIG ceases to own at least 5% of Corebridge’s 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: Mr. Zaffino, Mr. Burk, Ms. Fato, Ms. Hirsch, Ms. Purtill, Ms. Rocha and Mr. Schaper.

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

Director Tenure

Directors 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.

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No individual may stand for election as a director after reaching the age of 75. The Board may waive this requirement for a period of one year, if it determines that a waiver is in the best interests of Corebridge.

Director Recruitment Process

The Board will consider candidates recommended by other directors, stockholders and executive management. The Board also may engage search firms to assist in identifying and/or evaluating candidates and to ensure that it is considering a large and more diverse pool of candidates.

Stockholder Input in Recommending and Nominating Directors

The Board will give appropriate consideration to candidates for Board membership proposed by stockholders, including pursuant to our proxy access by-law, and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board. Stockholders may propose nominees for consideration by the Board by complying with the procedures and requirements in the By-laws or by submitting names and supporting information by email to corebridgecorporategovernance@aig.com or mail to:

Corporate Secretary
Corebridge Financial, Inc.
2919 Allen Parkway, L4-01
Woodson Tower
Houston, Texas 77019

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

Proxy Access

The By-laws also permit eligible shareholders 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 shareholders.

Under the proxy access provision of the By-laws, a shareholder, or a group of up to 20 shareholders, owning three percent or more of Corebridge 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 20 percent of the Board, so long as the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Qualifying shareholders who wish to submit director nominees for election at the 2024 Annual Meeting of Shareholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Other Matters—Shareholder Proposals for the 2024 Annual Meeting.”

Criteria for Evaluating Director Candidates

Nominees for the position of director will be selected considering the following criteria:

	•	high personal and professional ethics, values and integrity;
	•	ability to work together as part of an effective, collegial group;
	•	commitment to representing the long-term interests of Corebridge;
	•	skill, expertise, diversity, background and experience with businesses and other organizations that the Board deems relevant;
	•	the interplay of the individual’s experience with the experience of other Board members;
	•	the contribution represented by the individual’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively;
	•	ability and willingness to commit adequate time to Corebridge over an extended period of time; and
	•	the extent to which the individual would otherwise be a desirable addition to the Board and any committees of the Board.

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Our Director Nominees

Director Independence Assessment

The Board has determined that four of the director nominees—Mr. Colberg, Mr. Lynch, Ms. Schioldager and Ms. Walsh—are independent under the NYSE listing standards. No other directors who have served on the Board since the IPO have been determined to be independent by the Board.

In making the independence determinations, the Board considered relationships arising from: (1) insurance products provided to directors and/or entities with which they are affiliated within the ordinary course of business and on the same terms made available to third parties, (2) our status as a Controlled Company of AIG, (3) Blackstone’s investment in Corebridge and (4) the former employment of a director’s immediate family member in a non-executive capacity.

NYSE rules require that listed companies have a majority of independent members on their Board. However, as a Controlled Company, we are not required to comply with this rule until one year after we cease to be a Controlled Company.

Director Information

Peter Zaffino, AIG Director and Chairman of the Board

Age: 56

Director Since: 2021

Committees:

• Audit Committee

• Special Purpose Committee (Chairman)

Career Highlights:

AIG (2017 – Present)

• Chairman since 2022

• Chief Executive Officer since 2021

• President since 2020

• Executive Vice President and Global Chief Operating Officer, 2017 – 2021

• Chief Executive Officer, General Insurance, 2017 – 2019

Marsh & McLennan Companies, Inc. (professional services)

• Various senior positions, including:

– Chairman for the Risk and Insurance Services segment, 2015 – 2017

– Chief Executive Officer of Marsh, LLC, 2011 – 2017

– President and Chief Executive Officer of Guy Carpenter, 2008 – 2011

– Various executive roles at Guy Carpenter, 2001 – 2008

CORE Holdings, a GE Capital portfolio company

• Various roles, 1995 – 2001

Other Directorships: AIG

Qualifications: Mr. Zaffino brings to the Board his expertise and key leadership skills developed through extensive experience in the insurance and financial services industries, with a strong background across finance, operations, professional services and risk management, as well as perspective as Chairman and Chief Executive Officer of AIG.

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Adam Burk, AIG Director

Age: 46

Director Since: 2021

Committees: None

Career Highlights:

AIG (2013 – Present)

• Head of Corporate Development, Strategy and Mergers & Acquisitions since 2021

• Previously served as Chief Financial Officer of Global Operations and held other senior roles within capital strategy and planning

Citigroup, Nomura and Morgan Stanley

• Investment Banker (focused on financial institutions, specializing in insurance)

Latham & Watkins

• Associate

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 a Head of Corporate Development, Strategy and Mergers & Acquisitions for AIG.

Alan Colberg, Independent Director

Age: 61

Director Since: 2022

Committees: Audit Committee (Chair)

Career Highlights:

Assurant, Inc.

• Chief Executive Officer, 2021 – 2022

• President and Chief Executive Officer, 2014 – 2021

• Executive Vice President of Marketing and Business Development, 2011 – 2014

Bain & Company, Inc.

• Consultant for 22 years, leading the firm’s global Financial Services practice

Other Current Directorships: US Bancorp

Former Directorships:

• Assurant, Inc.

• CarMax, Inc.

Qualifications: Mr. Colberg’s chief executive officer experience at Assurant and senior leadership experience in the financial services, insurance and consulting industries qualify him to serve on our Board. Further, Mr. Colberg’s extensive background in corporate strategy and finance enables him to provide additional insight to our Board and its committees.

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Lucy Fato, AIG Director

Age: 56

Director Since: 2021

Committees: Special Purpose Committee

Career Highlights:

AIG (2017 – Present)

• Executive Vice President and General Counsel, since 2017

• Global Head of Communications and Government Affairs, since 2020

• Interim Head of Human Resources from October 2018 - 2019 and in 2021

Nardello & Co. LLC

• Managing Director, Head of the Americas and General Counsel, 2016 – 2017

McGraw Hill Financial, Inc. (now known as S&P Global)

• Consultant, 2015 – 2016

• Executive Vice President & General Counsel, 2014 – 2015

Marsh & McLennan Companies, Inc.

• Vice President, Deputy General Counsel and Corporate Secretary, 2005 – 2014

Davis Polk & Wardwell LLP

• Partner, 2000 – 2005

• Associate 1991 – 2000

Current Directorships: New York State Department of Financial Services Insurance Advisory Board

Qualifications: Ms. Fato brings to the Board her expertise developed through extensive experience in the legal and insurance industries, with a strong background in capital markets and corporate governance and across other professional services, as well as perspective as General Counsel and Global Head of Communications and Government Affairs of AIG.

Jonathan Gray, Blackstone Director

Age: 53

Director Since: 2021

Committees: None

Career Highlights:

Blackstone Inc. (1992 – Present)

• President and Chief Operating Officer

• Previously served as Global Head of Real Estate

Other Directorships:

• Blackstone Inc.

• Hilton Worldwide Holdings Board of Directors

Qualifications: Mr. Gray brings to the Board his expertise developed through extensive experience in the financial services industry, with a strong background across financial services, private investment and real estate and perspective as President and Chief Operating Officer of Blackstone.

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Marilyn Hirsch, AIG Director

Age: 54

Director Since: 2022

Committees: None

Career Highlights:

AIG (2022 – Present)

• Senior Vice President and Treasurer, since 2022

• Various corporate development and strategy roles, 2011 – 2015

The Allstate Corporation

• Senior Vice President, Treasury, FP&A and Corporate Development, 2019 - 2021

• Senior Vice President, Head of Corporate Development, 2015 - 2019

Credit Suisse (f.k.a, Donaldson, Lufkin & Jenrette Securities Corporation)

• Investment banker, 1995 - 2006

Qualifications: Ms. Hirsch’s expertise and experience in the financial services and insurance industries qualify her to serve on our Board. Further, Ms. Hirsch’s extensive background in corporate treasury and finance enables her to provide additional insight to our Board.

Kevin Hogan, Director, President and Chief Executive Officer

Age: 60

Director Since: 2021

Committees: None

Career Highlights:

Corebridge Financial, Inc. (2014 – Present)

• 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 Current Directorships:

• LL Global/LIMRA

• Alliance for Lifetime Income

• ACLI

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 very strong background in insurance, and perspective as Chief Executive Officer of Corebridge.

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Christopher Lynch, Independent Director

Age: 65

Director Since: 2021

Committees: Audit Committee

Career Highlights:

Independent Consultant

• Provides a variety of services to public and privately held companies, since 2007

KPMG

• Variety of positions over 29-year career:

– National Partner in Charge of Financial Services Line of Business

– Chaired America’s Financial Services Leadership team and member of the Global Financial Services Leadership and the U.S. Industries Leadership teams

– Partner in National Department of Professional Practice and Fellow at the Financial Accounting Standards Board

Other Current Directorships: Tenet Healthcare Corporation

Former Directorships:

• AIG

• Federal Home Loan Mortgage Corporation

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.

Sabra Purtill, AIG Director

Age: 60

Director Since: 2023

Committees: None

Career Highlights:

AIG (2019 – Present)

• Interim AIG Chief Financial Officer, since January 2023

• Corebridge Executive Vice President and Chief Investment Officer, April 2022 – January 2023

• AIG Executive Vice President and Chief Risk Officer, July 2021 – April 2022

• Previously, Deputy Chief Financial Officer overseeing Treasury, Rating Agency Relations, Investor Relations and Corporate Development

Hartford Financial Service Group, Inc.

• Senior Vice President, Investor Relations and Treasurer

Assured Guaranty Ltd.

• Managing Director, Investor Relations and Communications

Chubb Limited

• Senior Vice President

Qualifications: Ms. Purtill brings to the Board her expertise developed through extensive experience in the financial services industry, with a strong background across insurance, risk management and investment management, and perspective from her executive role at AIG.

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Elaine Rocha, AIG Director

Age: 50

Director Since: 2021

Committees: None

Career Highlights:

AIG (2010 – Present)

• Senior Vice President and Global Chief Investment Officer

• Previously served as Global Chief Operating Officer of Reinsurance, Global Chief Operating Officer of Investments and Senior Attorney

Qualifications: Ms. Rocha brings to the Board her expertise developed through extensive experience in the financial services and legal industry, with a strong background across insurance, investments, and law and perspective as a senior executive of AIG.

Chris Schaper, AIG Director

Age: 58

Director Since: 2023

Committees: None

Career Highlights:

AIG (2019 – Present)

• Chief Executive Officer for AIG Re, Validus Re and AlphaCat

Marsh & McLennan Companies, Inc.

• Chief Executive Officer of Victor Insurance Holdings, Marsh’s global managing general agent business, 2016 – 2019

Montpelier Re Ltd

• President

Blue Capital (Montpelier’s capital markets entity)

• Underwriting Chair

Endurance Specialty Insurance Ltd.

• Various leadership roles, including Chief Underwriting Officer and Head of Reinsurance

Other Directorships:

• Flagstone (Bermuda) Holdings Limited, September 2020 – Present

• Reinsurance Association of America, September 2020 – Present

Qualifications: Mr. Schaper brings to the Board his expertise developed through extensive experience in the insurance and reinsurance industry and perspective as a senior executive of AIG.

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Amy Schioldager, Independent Director

Age: 60

Director Since: 2021

Committees:

• Special Purpose Committee

• Section 16 Subcommittee

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

• Founded and lead BlackRock’s Women’s Initiative

Wells Fargo Investment Advisors

• Fund Accountant

Other Directorships: Intermediate Capital Group

Former Directorships: AIG

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.

Patricia Walsh, Independent Director

Age: 57

Director Since: 2022

Committees:

• Special Purpose Committee, Section 16 Sub-Committee

Career Highlights:

Stripe Inc.

• Chief Legal Officer since January 2020

Voya Financial, Inc.

• Chief Legal Officer, 2015 – 2020

Cigna Corp.

• Deputy General Counsel

MassMutual Life Insurance Company

• Deputy General Counsel

Cleary Gottlieb Steen & Hamilton LLP

• Associate

Office of the General Counsel at the SEC

Qualifications: Ms. Walsh’s expertise and experience in the technology and insurance industries qualify her to serve on our Board. Further, Ms. Walsh’s extensive legal background enables her to provide additional insight to our Board and its committees.

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Corporate Governance

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. Our governance structure is set forth in the COI, By-laws, Corporate Governance Guidelines and other documents. These documents were updated or adopted at the time of our IPO, and we intend to regularly review and make modifications to them from time to time based on corporate governance developments and shareholder feedback to ensure their continued effectiveness.

Governance Practices

What We Do

What We Don’t Do

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 policy

x Directors generally may not stand for election after reaching age 75

x  No supermajority voting requirements

x Directors are subject to limitations on board service at other public companies

x Board generally will not appoint a Committee Chair to serve for longer than a five-year term

x Directors’ equity awards do not settle until they retire from the Board

x No hedging, pledging or short sales of Corebridge securities

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Leadership Structure

The Board does not have a policy mandating whether the roles of Chair and Chief Executive Officer should be separate or combined. Rather, the Board believes that it is in the best interests of Corebridge for the Board to periodically evaluate and make a determination regarding whether or not the Chair role should be held by an independent director and whether or not to separate or combine the roles of Chair and Chief Executive Officer, depending upon the circumstances.

The current policy of the Board, reflected in the By-laws, is that:

•

the role of Chair may or may not be filled by an independent director and

•

after the Change in Control Date, if the Chair is not independent, the independent directors shall elect a lead independent director.

Also, we are currently subject to the terms of the Separation Agreement which provide that:

•

the Chair must be a director designated by AIG until the Change in Control Date and

•

after the Change in Control Date and until the date upon which AIG ceases to own more than 25% of Corebridge’s stock, Corebridge may not elect, appoint, designate or remove the Chair (other than removal for cause) without AIG’s consent.

Our independent directors regularly meet in executive sessions without management. The presiding director for each meeting is chosen on an ad hoc basis based on the items to be discussed.

Board Effectiveness

Attendance at Board, Committee and Annual Meetings

The Board considers director attendance at Board and Committee meetings an essential duty of a director. Accordingly, the Corporate Governance Guidelines provide that any director who, for two consecutive calendar years, attends fewer than 75% of the total regular meetings of the Board and the meetings of all Committees of which such director is a voting member, will not be nominated for re-election at the annual meeting in the next succeeding calendar year, absent special circumstances that may be taken into account by the Board.

Our Board held eight meetings and the Audit Committee held six meetings in 2022 and each director attended at least 75% of the meetings. The independent directors regularly meet in executive session, without management present.

All directors are expected to attend our annual meetings. The 2023 Annual Meeting is our first annual meeting after becoming a public company in 2022.

Director Service on Other Boards

We value the experience directors bring from other boards on which they serve but recognize that those boards also present significant demands on a director’s time and availability and may present conflicts and legal issues. Accordingly, memberships on any other public company board of directors or other significant commitments involving affiliation with other businesses or governmental units are subject to prior review and clearance by the Company.

It is our policy that the Chief Executive Officer should not serve on the board of directors of more than one public company (other than Corebridge or a company in which Corebridge has a significant equity interest). In addition, absent special circumstances: (1) other directors should not serve on the boards of directors of more than three public companies (other than Corebridge or a company in which Corebridge has a significant equity interest) that require substantial time commitments; (2) other directors who are executive officers of another public company should not serve on the boards of directors of more than

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one public company (other than Corebridge and the public company for which the director serves as an executive officer); and (3) members of the Audit Committee should not serve on more than two other public company board audit committees.

Risk Oversight

Corebridge has a risk management framework that leverages, and is consistent with, AIG’s overall risk management framework overseen by the AIG board of directors. Prior to the IPO, the Board reviewed and approved a new Risk Appetite Statement and a suite of Enterprise Risk Management and Finance policies. The risk management framework for Corebridge as a fully separate company will continue to develop over time.

In addition, the Board has delegated to the Audit Committee the responsibility for reviewing and discussing the guidelines and policies governing the process by which senior management and the relevant operations of Corebridge assess and manage exposure to risk, as well as major financial risk exposures, and the steps management has taken to monitor and control such exposures. The Chief Risk Officer periodically reports to the Audit Committee on these matters.

Board Committees

Audit Committee

Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. Other key responsibilities include assisting the Board in overseeing:

•

the integrity of our financial statements and accounting and financial reporting processes (including internal control over financial reporting);

•

the qualifications, independence and performance of our independent registered public accounting firm;

•

our compliance with legal and regulatory requirements; and

•

the performance of our internal audit function.

The members of our Audit Committee are Mr. Colberg (Chair), Mr. Lynch and Mr. Zaffino. Our Board has designated each of the three members as “audit committee financial experts,” and each has been determined to be “financially literate” under applicable Exchange Act and NYSE rules.

Mr. Zaffino is the Chairman and Chief Executive Officer of AIG and was appointed to the Audit Committee pursuant to the terms of the Separation Agreement. Mr. Zaffino is relying on the one-year exemption period under Exchange Act Rule 10A-3(b)(1)(iv)(A)(2) and will resign from the Audit Committee on or before September 13, 2023. We do not believe that reliance on this exemption materially adversely affects the ability of the Audit Committee to act independently and to satisfy other applicable Audit Committee requirements, including because the Corebridge Related Person Transaction Policy prohibits directors who are affiliated with AIG from voting on the approval of transactions between the Company and AIG. See “Related Party Transactions – Policies and Procedures for Related Party Transactions.”

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Special Purpose Committee

The Special Purpose Committee serves as the administrator for the Corebridge Financial Inc. 2022 Omnibus Incentive Plan and meets as necessary to review and approve various compensation-related items, including:

•

incentive program design, including metrics;

•

total direct compensation for executives, including short-term incentive awards, long-term incentive grant dollar values and base salary;

•

compensation plans and

•

compensation and performance goals for the Chief Executive Officer.

The members of the Special Purpose Committee are Mr. Zaffino (Chair), Ms. Fato, Mr. Schaper, Ms. Schioldager and Ms. Walsh. The Special Purpose Committee does not have a charter.

The Special Purpose Committee has formed a Section 16 Sub-Committee with the authority to grant equity awards to employees and directors and approve all matters governed by Rule 16b-3 under the Exchange Act. The members of the Section 16 Sub-Committee are Ms. Schioldager and Ms. Walsh.

Nominating Committee

Under certain NYSE transition rules, we are not required to maintain a nominating committee. We believe it is appropriate not to maintain a nominating committee at this time since the nomination of directors will be determined by AIG, itself an NYSE listed company, until we cease to be a Controlled Company. Accordingly, while all candidates must be approved by the Board, the nomination process is currently managed by our AIG Directors.

Compensation Committee

Under certain NYSE transition rules, we are not required to maintain a compensation committee. We believe it is appropriate not to maintain a compensation committee at this time since the Special Purpose Committee performs many of the key functions of a compensation committee.

2022 Director Compensation

The following table provides information regarding compensation that we paid to our independent directors in 2022. No other directors received any compensation for their services as directors during 2022.

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Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾($)	Total ($)
Alan Colberg	44,850	165,000	209,850
Christopher Lynch	123,550	165,000	288,550
Amy Schioldager	123,550	165,000	288,550
Patricia Walsh	40,000	165,000	205,000

(1)

The amounts reported in this column represent the aggregate grant date fair value of 7,858 deferred stock units (DSUs) granted in 2022 in accordance with FASB ASC Topic 718. As of December 31, 2022, the directors had outstanding awards as follows:

Name	Deferred Stock Units
Alan Colberg	7,858
Christopher Lynch	7,858
Amy Schioldager	7,858
Patricia Walsh	7,858

Cash Retainers

Prior to the IPO, independent directors received a cash retainer of $125,000 paid quarterly in arrears. At the time of the IPO, we implemented the following cash retainers:

•

$120,000 cash retainer paid quarterly in arrears for all directors

•

$35,000 cash retainer paid quarterly in arrears for the Audit Committee Chair

Equity Retainer

At the time of the IPO, we implemented a $165,000 equity retainer paid annually at the time of the annual meeting of shareholders in DSUs, with the initial grant made at the time of the IPO. Each DSU constitutes an unfunded and unsecured promise of Corebridge to deliver one share of Corebridge common stock to the director. Directors are immediately vested in their DSUs.

DSUs are settled within 90 days after the later of: (i) the last trading day of the month in which the director’s service on the Board terminates and (ii) the last trading day of the month in which the first anniversary of the date of the director’s commencement of service occurs. DSUs accrue dividend equivalents that are paid at the same time as the shares underlying the DSUs. A dividend equivalent is an unfunded and unsecured promise of Corebridge to pay cash to the director in an amount equal to the dividends the director would have received if the DSUs had been actual shares.

Matching Grants Program

Non-employee directors may participate in the Corebridge Matching Grants Program. Under this program, the Company will match donations to eligible charitable organizations of $25 or more on a 2:1 basis, up to $10,000 per director per year.

Director Stock Ownership Guidelines

Our independent directors are required to hold five times the value of their annual cash retainer in our common stock. The independent directors will be required to retain 100% of any net shares (after the payment of taxes) received as compensation until the ownership requirement is met.

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Security Ownership of 5% Beneficial Owners, Directors and Executive Officers

The following tables set forth information as of March 10, 2023 with respect to the ownership of Corebridge common stock by each person known to own beneficially more than five percent of Corebridge common stock and our directors and executive officers. Information is also provided with respect to the ownership of AIG common stock by our directors and executive officers.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under these regulations, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

Percentage computations are based on 648,129,652 shares of Corebridge common stock and 734,095,047 shares of AIG common stock outstanding as of March 10, 2023. The address for each of the Corebridge directors and executive officers is c/o Corporate Secretary, 2919 Allen Parkway L4-01, Woodson Tower, Houston, Texas 77019.

Ownership of Corebridge Common Stock by 5% Beneficial Owners

Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Class
AIG⁽¹⁾	501,145,000	77.3%
Argon⁽²⁾	63,855,000	9.9%

(1)

AIG’s address is c/o American International Group, Inc., 1271 Avenue of the Americas, 41st Floor, New York, New York 10020.

(2)

Argon’s address is c/o Blackstone Inc., 345 Park Ave., New York, New York 10154.

From time to time, we engage in ordinary course, arm’s-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding common stock.

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Ownership of Corebridge Common Stock by Directors and Executive Officers

Directors and Named Executive Officers	Number of Shares Owned⁽¹⁾	Percent of Class
Peter Zaffino	—	*
Adam Burk	—	*
Alan Colberg	37,858	*
Lucy Fato	—	*
Jonathan Gray	—	*
Marilyn Hirsch	—	*
Christopher Lynch	7,858	*
Sabra Purtill	41,835	*
Elaine Rocha	—	*
Chris Schaper	—	*
Amy Schioldager	7,858	*
Patricia Walsh	7,858	*
Kevin Hogan	64,438	*
Elias Habayeb	56,938	*
Todd Solash	73,531	*
Terri Fiedler	52,526	*
All current directors and executive officers as a group (25 persons)	580,149
Geoffrey Cornell	—	*
Robert Scheinerman	73,531	*

Represents less than 1%.

(1)

For each independent director, includes 7,858 DSUs with delivery of the underlying Corebridge common stock deferred until director ceases to be a Board member. For each of Ms. Fiedler and Mr. Scheinerman, includes 11,067 restricted stock units.

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Ownership of AIG Stock by Directors and Executive Officers

Directors and Named Executive Officers	Number of Shares Owned⁽¹⁾	Percent of Class (%)
Peter Zaffino	1,350,680	*
Adam Burk	5,777	*
Alan Colberg	10	*
Lucy Fato	450,399	*
Jonathan Gray	0	*
Marilyn Hirsch	7,482	*
Christopher Lynch	39,766	*
Sabra Purtill	39,810	*
Elaine Rocha	19,064	*
Chris Schaper	71,634	*
Amy Schioldager	16,407	*
Patricia Walsh	30	*
Kevin Hogan	588,406	*
Elias Habayeb	127,587	*
Todd Solash	26,394	*
Terri Fiedler	62,280	*
All current directors and executive officers as a group (25 persons)	3,057,115	*
Geoff Cornell	50,220	*
Rob Scheinerman	93,673	*

Represents less than 1%.

(1)

Includes: (i) for Mr. Lynch, 36,611 AIG DSUs with delivery of the underlying AIG common stock deferred until he ceases to be a Board member, (ii) for Ms. Schioldager, 16,407 AIG DSUs with delivery of the underlying AIG common stock deferred until she ceases to be a Board member, (iii) for Mr. Scheinerman, 142 warrants, (iv) for Mr. Cornell, 275 put options and (v) shares of AIG common stock subject to options which may be exercised within 60 days as follows:

Director/Executive Officer		Options
Peter Zaffino		1,041,051
Lucy Fato		322,355
Marilyn Hirsch		3,546
Sabra Purtill		33,079
Elaine Rocha		12,785
Chris Schaper		35,571
Kevin Hogan		365,227
Elias Habayeb		97,025
Todd Solash		26,394
Terri Fiedler		31,317
Geoff Cornell		49,945
Rob Scheinerman		93,257

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Related Party Transactions

Policies and Procedures for Related Party Transactions

Our Board has approved the Corebridge Financial, Inc. Related Party Transactions Approval Policy (the “Related Party Transaction Policy”), which sets forth policies and procedures with respect to the review and approval of certain transactions between us and a “Related Person,” or a “Related Party Transaction.” Pursuant to the terms of the Related Party Transaction Policy, our Board, acting through our Audit Committee, will review and decide whether to approve or ratify any Related Party Transaction. Any Related Party Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The disinterested members of the Audit Committee must then review and decide whether to approve any Related Party Transaction.

For the purposes of the Related Party Transaction Policy, a “Related Party Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest.

A “Related Person,” as defined in the Related Party Transaction Policy, means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of Corebridge or a nominee to become a director of Corebridge; any person who is known to be the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of 10% or more.

Relationship and Transactions with AIG

AIG holds a majority of our outstanding common stock, and as a result AIG continues to have control of our business, including pursuant to the agreements described below. AIG has announced its intention to sell all of its interest in Corebridge with intended sales of shares of our common stock over time, subject to any lock-up agreement and market conditions. AIG is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of our common stock. In addition, we expect that AIG will continue to fully consolidate our financial results in AIG’s consolidated financial statements, at least until such time AIG ceases to beneficially own more than 50% of our common stock.

Separation Agreement

The Separation Agreement governs the relationship between AIG and us following the IPO, including matters related to the allocation of assets and liabilities to us and to AIG, indemnification obligations of us and AIG, our corporate governance, including the composition of our Board and its committees, Board nomination rights, information rights, participation rights with respect to equity issuances by us, and consent rights of AIG with respect to certain business activities that we may undertake, among other matters, including during periods where AIG holds less than a majority of our common stock.

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AIG Rights with Respect to Our Board of Directors

The Separation Agreement entitles AIG to have our Board include in the candidates it designates for election a specified number of directors designated by AIG based on its beneficial ownership of our common stock, as follows:

•

until AIG ceases to beneficially own more than 50% of our outstanding common stock, AIG will be entitled to designate a majority of the directors on the Board;

•

thereafter, and until AIG ceases to beneficially own at least 5% of our outstanding common stock, AIG will be entitled to designate a number of the total number of directors entitled to serve on the Board proportionate to the percentage of our outstanding common stock beneficially owned by AIG, rounded up to the nearest whole number; and

•

thereafter, AIG will no longer have any right to designate directors to serve on the Board under the Separation Agreement.

The Separation Agreement provides that, until AIG ceases to beneficially own more than 50% of our outstanding common stock, the Chair of the Board will be a director designated by AIG, and until AIG ceases to beneficially own at least 25% of our outstanding common stock, AIG’s consent will be required for (i) the election, appointment, designation or removal (other than for cause) of the Chair of the Board and (ii) any change to the number of directors on the Board.

The Separation Agreement also provides that:

•

at the option of AIG, the Board will appoint a director designated by AIG to the audit committee of the Board, who, until September 13, 2023, need not be an independent director;

•

at any time during which the Board includes a director designated by AIG who is also an independent director, at least one member of the audit committee of the Board will be a director designated by AIG, so long as the director meets certain standards for membership on the committee;

•

until AIG ceases to beneficially own at least 25% of our outstanding common stock, if the Board has a compensation committee, AIG will be entitled to designate a number of the total number of directors entitled to serve on the compensation committee proportionate to the percentage of our outstanding common stock beneficially owned by AIG, rounded up to the nearest whole number, provided that following the date on which AIG ceases to beneficially own more than 50% of our outstanding common stock, such directors must be independent directors;

•

until AIG ceases to beneficially own at least 25% of our outstanding common stock, if the Board has a nominating and governance committee, AIG will be entitled to designate a number of the total number of directors entitled to serve on the nominating and governance committee proportionate to the percentage of our outstanding common stock beneficially owned by AIG, rounded up to the nearest whole number, provided that following the date on which AIG ceases to beneficially own more than 50% of our outstanding common stock, such directors must be independent directors; and

•

until AIG ceases to beneficially own more than 50% of our outstanding common stock, subject to certain exceptions, the compensation committee and the nominating and governance committee will only act with the consent of a majority of the members of the committee, which majority must include a director designated by AIG.

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AIG Consent Rights

The Separation Agreement provides that, until AIG ceases to beneficially own at least 25% of our outstanding common stock, the prior written consent of AIG will be required before we may take any of the following actions:

•

any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) involving us or any of our subsidiaries, on the one hand, and any other person, on the other hand; other than (i) an acquisition of 100% of the capital stock of such other person or (ii) a disposition of 100% of the capital stock of a subsidiary of us, in each case involving consideration not exceeding a specified threshold;

•

any acquisition or disposition of securities, assets or liabilities (including through reinsurance on a proportional or non-proportional basis whether involving full or partial risk transfer or for other purposes of surplus or capital relief) involving consideration or book value exceeding a specified threshold, other than transactions involving assets invested in our consolidated general account and approved in accordance with our established policies and procedures to monitor invested assets;

•

any increase or decrease in our authorized capital stock, or the creation of any new class or series of our capital stock;

•

any issuance or acquisition (including buy-back programs and other reductions of capital) of capital stock, or securities convertible into or exchangeable or exercisable for capital stock or equity-linked securities, subject to certain exceptions;

•

any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt) of any debt security of, to or from a third party, in each case involving an aggregate principal amount exceeding a specified threshold;

•

any other incurrence or guarantee of a debt obligation to or of a third party having a principal amount exceeding a specified threshold, subject to certain exceptions;

•

entry into or termination of any joint venture, cooperation or similar arrangements involving assets having a book value exceeding a specified threshold;

•

the listing or delisting of securities on a securities exchange, other than the listing or delisting of debt securities on the NYSE or any other securities exchange located solely in the United States;

•

(A) the formation of, or delegation of authority to, any new committee, or subcommittee thereof, of our Board, (B) the delegation of authority to any existing committee or subcommittee of our Board not set forth in the committee’s charter or authorized by our Board prior to the completion of the IPO or (C) any amendments to the charter (or equivalent authorizing document) of any committee, including any action to increase or decrease the size of any committee (whether by amendment or otherwise), except in each case as required by applicable law;

•

the amendment (or approval or recommendation of the amendment) of our certificate of incorporation or by-laws;

•

any filing or the making of any petition under bankruptcy laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject us or any subsidiary to a proceeding under bankruptcy laws;

•

any commencement or settlement of material litigation or any regulatory proceedings if such litigation or regulatory proceeding could be material to AIG or could have an adverse effect on AIG’s reputation or relationship with any governmental authority;

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•

entry into any material written agreement or settlement with, or any material written commitment to, a regulatory agency or other governmental authority, or any settlement of a material enforcement action if such agreement, settlement or commitment could be material to AIG or could have an adverse effect on AIG’s reputation or relationship with any governmental authority;

•

any dissolution or winding-up of Corebridge;

•

the election, appointment, hiring, dismissal or removal (other than for cause) of our chief executive officer or chief financial officer;

•

the entry into, termination of or material amendment of any material contract with a third party, subject to certain exceptions;

•

any action that could result in AIG being required to make regulatory filings with or seek approval or consent from a governmental authority, other than any as contemplated by the Registration Rights Agreement;

•

any material change to the nature or scope of our business immediately prior to the completion of the IPO; or

•

any material change in any hedging strategy.

The Separation Agreement further provides that until the later of (i) the date when AIG ceases to be required under GAAP to consolidate our financial statements with its financial statements and (ii) the date when AIG ceases to beneficially own more than 50% of our outstanding common stock, AIG will have the right to approve our business plan and annual budget. In addition, to the extent that AIG is a party to any contract that provides that certain actions or inactions of affiliates of AIG may result in AIG being in breach of or in default under such contract, we are required not to take or fail to take any actions that reasonably could result in AIG being in breach of or in default under such contract.

Information Rights; Accounting and Financial Disclosure Matters; Rights with Respect to Policies

The Separation Agreement provides, in addition to other information and access rights, that:

•

we are required to continue to provide AIG with information and data relating to our business and financial results and access to our personnel, data and systems, and to maintain disclosure controls and procedures and internal control over financial reporting, as further provided therein during certain periods, including for as long as AIG is required to consolidate our financial results with its financial results and, thereafter, until the later of (i) the date when AIG is no longer required to account in its financial statements for its holdings in us under an equity accounting method or to consolidate our financial results with its financial results and (ii) the date on which AIG ceases to beneficially own at least 20% of our outstanding common stock;

•

until the date on which AIG is no longer required to account in its financial statements for its holdings in us under an equity accounting method, AIG will have certain access and cooperation rights with respect to the independent public registered accounting firm responsible for the audit of our financial statements and with respect to our internal audit function;

•

until the date on which AIG ceases to beneficially own at least 20% of our outstanding common stock, we will consult and coordinate with AIG with respect to public disclosures and filings, including in connection with our quarterly and annual financial results; and

•

during any period in which AIG is or may be deemed to control us for applicable regulatory purposes, and in any case at all times prior to the date on which AIG ceases to beneficially own at least 10% of our outstanding common stock, we will provide AIG with information, records and documents

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requested or demanded by regulatory authorities or relating to regulatory filings, reports, responses or communications, and provide access to our offices, employees and management to regulatory authorities having jurisdiction or oversight authority over AIG.

The Separation Agreement provides that, until AIG ceases to beneficially own more than 50% of our outstanding common stock, our Board will, when determining whether to implement, amend or rescind any of our or our subsidiaries’ policies relating to risk, capital, investment, environmental and social responsibility or regulatory compliance, take into account our status as a consolidated subsidiary of AIG, and the interests of AIG with respect to such policies and the requirement for us to comply with AIG’s standards, and the Board will cause us to comply with policies of AIG that apply to us in our capacity as a subsidiary of AIG.

In addition, during any period in which AIG is deemed to control us for applicable regulatory purposes, and in any case at all times prior to the date on which AIG ceases to beneficially own at least 10% of our outstanding common stock, we (i) may not adopt or implement any policies or procedures, and at AIG’s reasonable request, must refrain from taking any actions, that would cause AIG to violate any applicable laws to which AIG is subject, (ii) must, prior to implementing, amending or rescinding any policy referred to in the preceding paragraph, consult with AIG and, to the extent consistent with its fiduciary duties, our Board must take into account the interests of AIG with respect thereto and (iii) must maintain and observe the policies of AIG to the extent necessary for AIG to comply with its legal or regulatory obligations.

Participation Rights

The Separation Agreement provides that, subject to certain exceptions, until the date on which AIG ceases to beneficially own at least 20% of our outstanding common stock, as soon as practicable after determining to issue any shares of common stock or securities convertible or exchangeable for common stock, but in any event no fewer than ten business days prior to entering into a binding agreement to issue such shares or securities, we will be required to offer to sell to AIG a number of such shares or securities equal to the number of shares or securities to be sold multiplied by a fraction representing AIG’s beneficial ownership of our outstanding common stock at the lowest purchase price to be paid by the transferees of such shares or securities. Any such purchase by AIG of shares or securities will take place concurrently with the closing of the sale of shares or securities giving rise to AIG’s participation right or, if a concurrent closing is not practicable, as promptly as practicable thereafter.

Provisions Relating to Director and Officer Indemnification and Liability Insurance

The Separation Agreement provides that, until at least the day after the last date on which any director, officer, employee or certain designees of AIG (an “AIG Individual”) is a director, officer or employee of us, we must indemnify (including advancement of expenses) each such director, officer or employee to the greatest extent permitted under Section 145 of the Delaware General Corporation Law and other applicable laws. Such indemnification must continue as to any AIG Individual who becomes entitled to indemnification notwithstanding any subsequent change in our indemnification policies or, with respect to liabilities existing or arising from events that have occurred on or prior to such date, that such AIG Individual ceases to be a director, officer or employee of us.

Transfer of Assets and Assumption of Liabilities; Releases; Indemnification

The Separation Agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be transferred to or retained by each of us and AIG as part of our separation from AIG. The Separation Agreement provides that, among other things, subject to the terms and conditions contained therein, including certain exceptions:

•

assets used primarily in or primarily related to the Corebridge Business (defined as the life and retirement and primarily related investment management businesses, operations and activities

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conducted by AIG or the Company immediately prior to 12:01 a.m. Eastern Time on September 14, 2022 (the “Separation Time”)) were retained by or transferred to us, including:

–

equity interests of specified entities;

–

assets reflected on the pro forma condensed balance sheet of the Company, including any notes thereto, as of June 30, 2022 (the “Corebridge Balance Sheet”), other than any such assets disposed of subsequent to the date thereof;

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assets of a nature or type that would have been included as assets on a pro forma combined balance sheet of the Company prepared immediately prior to the Separation Time;

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assets expressly provided by the Separation Agreement or certain other agreements to be transferred to or owned by us (the “Specified Assets”); and

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certain contracts, books and records, intellectual property, technology, information technology, permits and real and personal property;

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certain liabilities were assumed or retained by the Company, including:

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liabilities included or reflected as liabilities on the Corebridge Balance Sheet, other than any such liabilities discharged subsequent to the date thereto;

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liabilities of a nature or type that would have been included as liabilities on a pro forma combined balance sheet of the Company prepared immediately prior to the Separation Time;

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certain liabilities expressly provided by the Separation Agreement or certain other agreements as liabilities to be retained or assumed by the Company;

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liabilities relating to or arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Separation Time to the extent relating to, arising out of or resulting from the Corebridge Business or the Specified Assets;

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liabilities relating to or arising out of contracts, intellectual property, technology, information technology, permits, real or personal property allocated to us as provided above or products and services supplied, sold, provided or distributed, as the case may be, at any time, by us under a Company trademark; and

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liabilities arising out of claims made by any third party against AIG or us to the extent relating to, arising out of or resulting from the Corebridge Business or the Specified Assets; and

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all assets and liabilities, other than the assets and liabilities allocated to the Company as provided above, were transferred to, assumed by or retained by AIG.

Except as expressly set forth in the Separation Agreement or certain ancillary agreements, neither we nor AIG make any representation or warranty as to:

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the assets, business or liabilities transferred or assumed as part of the separation;

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any approvals or notifications required in connection with the transfers or assumptions;

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the value or freedom from security interests of, or any other matter concerning, any assets; or

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the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset.

All assets were transferred on an “as is,” “where is” basis, and the respective transferees bear the economic and legal risks that: (i) any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, (ii) any necessary approvals or notifications are not obtained or made, or (iii) any requirements of laws or judgments are not complied with.

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The Separation Agreement provides that in the event that the transfer of certain assets and liabilities to us or AIG, as applicable, did not occur prior to the separation, then until such assets or liabilities are able to be transferred, the applicable party will hold such assets for the use and benefit, or such liabilities for the performance or obligation, of the other party at the other party’s expense.

The Separation Agreement provides that each party will release and discharge the other party from: (i) all liabilities assumed by the party as part of the separation, (ii) all liabilities arising from or in connection with the transactions and other activities to implement the separation and the IPO and (iii) all liabilities arising from or in connection with actions, in inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Separation Time to the extent relating to, arising out of or resulting from the party’s business or assets or liabilities allocated to the party as provided above, except as expressly set forth in the Separation Agreement. These releases are subject to certain exceptions, including for any right to enforce the Separation Agreement or certain other agreements between the parties, in each case in accordance with their terms.

In the Separation Agreement, each party agrees, subject to certain exceptions, to indemnify, defend and hold harmless the other party, and each of its directors, officers, employees and agents, from and against:

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all liabilities relating to, arising out of or resulting from any liability allocated to the party as described above;

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any failure of the party to pay, perform or otherwise promptly discharge any such liabilities in accordance with their terms, whether prior to, on or after the Separation Time;

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any breach by the party of the Separation Agreement or certain ancillary agreements;

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any guarantee, indemnification or contribution obligation, surety or other credit support agreement, arrangement, commitment or understanding for the benefit of the party by the other party that survives following the separation; and

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any untrue statement or alleged untrue statement in any public filings made by us with the SEC following the date of the IPO.

The Separation Agreement also establishes procedures with respect to claims subject to indemnification and related matters.

Dispute Resolution

The Separation Agreement contains provisions that govern the resolution of disputes or claims arising out of, relating to or in connection with the Separation Agreement. These provisions contemplate that if a dispute or claim cannot be resolved by senior officers of the parties, either party may submit the dispute or claim to non-binding mediation or, at any time before, during or following such non-binding mediation, binding arbitration, subject to the provisions of the Separation Agreement.

Term

The Separation Agreement terminates on the date that is one year following the date on which AIG ceases to beneficially own at least 5% of our outstanding common stock, except for certain provisions, including provisions relating to confidentiality, dispute resolution, allocation of assets and liabilities, and indemnification.

Registration Rights Agreement

The Registration Rights Agreement provides AIG and permitted transferees certain registration rights relating to shares of our common stock beneficially owned by AIG whereby, at any time after the IPO and the expiration of any related lock-up period, AIG and permitted transferees may require us to register under the Securities Act, all or any portion of such shares, a so-called “demand request.” AIG and permitted

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transferees also have “piggyback” registration rights, such that AIG and permitted transferees may include their respective shares in any future registrations of our equity securities, whether or not that registration relates to a primary offering by us or a secondary offering by or on behalf of any of our stockholders.

The Registration Rights Agreement sets forth customary registration procedures, including an agreement by us to make our management reasonably available to participate in roadshow presentations in connection with any underwritten offerings.

We also agree to indemnify AIG and permitted transferees with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions resulting from information furnished to us for use in a registration statement by AIG or any permitted transferee.

Transition Services Agreement

We and AIG have historically provided certain services to the other, shared certain services and relied on certain third-party service providers to provide services pursuant to shared services contracts. We and AIG generally ceased to provide services to one another following the IPO and we have, subject to certain limited exceptions, (i) ceased to rely on the contracts, systems and other resources that we have historically shared with AIG and (ii) replaced those contracts with new contracts between us and third-party service providers, and procured other systems and resources, to the extent necessary. The Transition Services Agreement (i) governs our migration away from most shared services, systems and resources with AIG on an agreed schedule and (ii) provides for the continued provision (directly or through a third-party provider) of certain services between us and AIG. Certain contracts and services between us and AIG are not covered by the Transition Services Agreement and continue to be provided pursuant to the terms of such contracts.

The services subject to the Transition Services Agreement include:

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information technology services,

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certain finance and tax capabilities,

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risk management and internal audit functions,

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legal functions,

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operational services,

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services related to real estate,

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human resources,

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marketing services, and

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various other miscellaneous services.

The charges for the services provided under the Transition Services Agreement generally are intended to allow the transition services provider to fully recover the costs associated with providing the services plus a percentage of such costs. Although we believe the Transition Services Agreement contains commercially reasonable terms (including fees for the services provided) that could have been negotiated with an independent third party, the terms of the agreement may later prove to be more or less favorable than arrangements we could make to provide these services internally or to obtain them from unaffiliated service providers in the future.

The Transition Services Agreement terminates on the last date on which either party thereto is obligated to provide or cause the provision of any service to or for the other party in accordance with the terms of the Transition Services Agreement and the schedules thereto. The services provided under the Transition

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Services Agreement will terminate at various times specified in the agreement and the schedules thereto, but the party receiving services may also elect to terminate a service, by giving a specified amount of advance written notice to the provider of the service. We anticipate most services under the Transition Services Agreement will be completed by the end of 2023. In the event of elective early termination of a particular service, the service recipient will be obligated to reimburse the service provider for all or a portion of the actual breakage fees paid by the provider to an unaffiliated third party in connection with such termination. In addition, subject to consent rights or requirements under third-party agreements and except as otherwise specified therein, the Transition Services Agreement provides that a service recipient may request an extension of any service term, on terms to be agreed between the parties.

Subject to certain exceptions and limitations set forth in the Transition Services Agreement, each party agrees to indemnify and hold harmless the other party from and against losses arising out of or resulting from the party’s breach of the confidentiality provisions of the Transition Services Agreement, third-party claims resulting from the party’s provision of services, the party’s bad faith, fraud, gross negligence or willful misconduct and losses from certain infringements or violations of intellectual property rights of a third party in connection with the services.

Except for certain exceptions, including with respect to bad acts and liability to an unaffiliated third party, the aggregate liability of each party to the Transition Services Agreement is limited (x) in respect of any service, to an amount equal to 12 times the amount of service fees paid for the first full calendar month in respect of such service and (y) in the aggregate, to an amount equal to three times the total service fees paid and payable to such party pursuant to the Transition Services Agreement during the 12 months prior to the occurrence of the event giving rise to the liability.

Trademark License Agreement and Related Agreements

We entered into an Intellectual Property Assignment Agreement (the “IP Agreement”), a Trademark License Agreement and a Grantback License Agreement (the “Grantback Agreement”) with AIG Inc. on September 14, 2022. Under the IP Agreement, AIG Inc. assigned certain trademarks and other intellectual property that are used in connection with our business to us for a de minimis fee.

Under the Trademark License Agreement, AIG Inc. grants us a nonexclusive, nontransferable license to use the trademark “AIG” (the “Licensed Mark”) in connection with insurance and financial services, regulatory filings and financial reporting (the “Licensed Services”) at no cost. The license is in effect in the United States, UK, Ireland and Bermuda and includes use of the Licensed Mark on the internet (collectively, the “Territory”), provided that such online use is not specifically targeted to computer users located outside of the Territory. We are able to use the Licensed Mark for a period of 18 months from the effective date of the Separation Agreement (the “Initial Term”). If it is not feasible for us to cease use of the Licensed Mark within the Initial Term, we may notify AIG Inc. of our need to continue the license for an additional 12-month period. Additional extension requests will be considered by AIG Inc. in good faith, and consent may not be unreasonably withheld. The Trademark License Agreement contains reciprocal indemnification obligations which are uncapped and subject to the indemnified party’s prompt notification of all claims of which it becomes aware. Specifically, AIG Inc. indemnifies us against trademark-related third-party claims arising from our use of the Licensed Marks for the Licensed Services during the Term in the Territory while we indemnify AIG Inc. against non-trademark-related claims arising from ou

SEC Form DEF 14A filed by Corebridge Financial Inc.