Elias Habayeb
About Elias Habayeb
Elias Habayeb is Executive Vice President and Chief Financial Officer of Corebridge Financial (CRBG). He has served as EVP since October 2021 and CFO since November 2021; age 52 as of December 31, 2024. Prior roles include AIG General Insurance CFO, AIG Deputy CFO, AIG Chief Accounting Officer, CFO of International Lease Finance Corporation (led sale in 2014), and partner at Deloitte & Touche LLP, with 25+ years of banking and insurance experience . Company performance under his tenure includes 2024 Net Income of $2,203 million, Normalized ROAE of 13.2%, and cumulative TSR of $176.40 per $100 since IPO versus $151.20 for the peer S&P 500 Insurance Index (periods 2022–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIG | CFO, General Insurance; Deputy CFO; Chief Accounting Officer | — | Oversaw finance for AIG General Insurance; senior corporate finance leadership |
| International Lease Finance Corporation (AIG subsidiary) | Chief Financial Officer | Through 2014 | Led efforts culminating in ILFC sale in 2014 |
| Deloitte & Touche LLP | Partner | — | Audit/assurance leadership; foundational accounting expertise |
External Roles
No public company directorships or external roles disclosed for Habayeb .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 800,000 | 800,000 |
| Target STI Award ($) | 1,200,000 | 1,200,000 |
| Actual STI Award ($) | 1,670,000 | 1,500,000 |
| All Other Compensation ($) | 29,973 | 31,323 |
| Total SCT Compensation ($) | 4,201,032 | 4,076,104 |
Performance Compensation
Annual Incentive Plan (STI) — Structure and Payout
| Component | Description |
|---|---|
| Target STI | Cash bonus determined by Business Performance Score and Individual Performance Score; overall cap 200% of target |
| Business Performance Metrics | Normalized ROAE (35%), Normalized GOE (30%), Normalized Operating EPS (35%) |
| 2024 Business Score | 109% |
| Habayeb Individual Score (2024) | 115% |
| 2024 STI Formula | $1,200,000 × 109% × 115% = $1,500,000 |
Business Performance Scorecard (2024)
| Metric | Weight | Threshold (50%) | Target (100%) | Stretch (125%) | Maximum (150%) | Actual | Percent Achieved |
|---|---|---|---|---|---|---|---|
| Normalized ROAE | 35% | 11% | 13% | 14% | 15% | 13.2% | 106% |
| Normalized GOE (billions) | 30% | 1.62 | 1.54 | 1.48 | 1.44 | 1.52 | 109% |
| Normalized Operating EPS | 35% | 4.35 | 4.85 | 5.10 | 5.40 | 4.99 | 114% |
| Business Performance Score | — | — | — | — | — | — | 109% |
Long-Term Incentives (LTI) — Grants and Design
| Award Type | Grant Date | Shares/Options (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Corebridge RSUs | 2/20/2024 | 52,083 | — | 1,319,783 | Ratable in thirds on 1st/2nd/3rd anniversary |
| Corebridge Options | 2/20/2024 | 91,006 | 25.34 | 424,998 | Ratable in thirds; 10-year term |
| Corebridge RSUs (prior year) | 2/21/2023 | — | — | 1,217,411 (SCT Stock Awards) | Ratable in thirds |
| Corebridge Options (prior year) | 2/21/2023 | — | — | 424,996 (SCT Option Awards) | Ratable in thirds |
2025 program update: Corebridge introduced PSUs in 2025 (50% of LTI) with 3-year cliff vesting, earned on Adjusted ROAE and relative TSR (50%/50%); RSUs and Options remain at 25% each and vest ratably over three years .
Outstanding Equity Awards (as of 12/31/2024)
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| Corebridge Options | 2/20/2024 | — | 91,006 | 25.34 | 2/20/2034 | — | — |
| Corebridge Options | 2/21/2023 | 22,960 | 45,921 | 20.30 | 2/21/2033 | — | — |
| Corebridge RSUs | 2/20/2024 | — | — | — | — | 52,083 | 1,558,844 |
| Corebridge RSUs | 2/21/2023 | — | — | — | — | 39,981 | 1,196,631 |
| Corebridge RSUs | 2/22/2022 | — | — | — | — | 24,150 | 722,810 |
Option/RSU vesting mechanics: Corebridge Options vest in three equal installments and have 10-year terms; RSUs vest in three equal installments; dividend equivalents on RSUs accrue and vest with RSUs .
2024 Realized from Option Exercises and Stock Vesting
| Metric | Habayeb 2024 |
|---|---|
| AIG Options Exercised (shares) | 129,021 |
| Value Realized on Exercise ($) | 3,471,476 |
| Shares Acquired on Vesting (RSUs/PSUs) | 111,887 |
| Value Realized on Vesting ($) | 2,606,596 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 277,164 shares of CRBG common stock; less than 1% of class |
| Shares Outstanding (for % calc) | 554,213,947 as of March 17, 2025 |
| Ownership as % of Outstanding | ~0.05% (277,164 / 554,213,947) |
| Exercisable vs Unexercisable Options | 22,960 exercisable; 136,927 unexercisable (2023+2024 Corebridge) |
| Vested vs Unvested RSUs | Unvested RSUs: 52,083 (2024), 39,981 (2023), 24,150 (2022) |
| Pledging/Hedging | Prohibited for executives and directors under Insider Trading Policy |
| Ownership Guidelines | CEO: 5x salary; Other executives: 3x salary; retain 50% of net shares until guidelines achieved |
| Compliance Status | CEO and all executive officers in compliance |
Retention and insider selling pressure:
- Special retention RSU grant to Habayeb on September 19, 2025 with $2,000,000 grant-date value; 100% cliff vesting on September 30, 2027; accelerated vesting on termination without Cause or for Good Reason; reduces near-term selling incentive and supports leadership continuity .
Employment Terms
Severance and Change-in-Control Economics (Executive Severance Plan)
| Scenario (as of 12/31/2024) | STI Award ($) | Severance ($) | Medical/Life ($) | Unvested Options ($) | Unvested Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination without Cause | 1,308,000 | 2,270,000 | 40,000 | 859,937 | 3,775,453 | 8,253,390 |
| Resignation for Good Reason | 1,308,000 | 2,270,000 | 40,000 | — | — | 3,618,000 |
| Qualifying CIC Termination (double trigger) | 1,308,000 | 3,405,000 | 40,000 | 859,937 | 3,775,453 | 9,388,390 |
| Death | 1,200,000 | — | — | 859,937 | 3,775,453 | 5,835,390 |
| Disability | 1,308,000 | — | — | 859,937 | 3,775,453 | 5,943,390 |
Plan mechanics:
- Non-CIC severance equals 1× (for CFO) the sum of base salary and prior 3-year average STI; CIC severance equals 1.5× (for CFO) the sum of base salary and the greater of 3-year average STI or target STI; pro-rata STI payable; plus $40,000 for health and life insurance; COBRA eligibility; one year of additional age/service for retiree medical eligibility .
- Restrictive covenants: 6-month non-compete; 6-month non-interference; 1-year non-solicitation; confidentiality and non-disparagement; clawback via release requirement .
- Double-trigger acceleration policy for CIC; promotes retention and productivity .
Treatment of LTI Awards Upon Termination
| Award | Key Treatment |
|---|---|
| Corebridge RSUs | For participants hired prior to April 1, 2022 (includes Habayeb): immediate vesting upon outlined termination scenarios; delivery timing varies (e.g., immediate on death and CIC; scheduled delivery on retirement or involuntary termination without Cause) |
| AIG PSUs | Immediate vesting upon specified scenarios; target or earned payouts depending on timing relative to adjudication; definitions align with ESP |
| Corebridge/AIG Options | Immediate vesting in outlined scenarios; exercise windows vary (e.g., 3 years post termination or remainder of term depending on scenario) |
Clawback Policies
- Corebridge Clawback Policy: broad discretionary authority to recoup cash/equity for material financial restatements, materially inaccurate metrics, risk management failures, or actions causing material harm; extended in 2023 to Grade Level 27+ and equity recipients .
- Accounting Restatement Clawback Policy: fully compliant with SEC/NYSE rules for recovery of erroneously awarded incentive-based compensation .
Investment Implications
- Pay-for-performance linkage is explicit: STI funded by 109% Business Performance Score across ROAE, GOE, and Operating EPS; Habayeb’s 115% individual score drove a payout at 125% of target ($1.5M), aligning incentives with profitability, expense discipline, and EPS growth .
- Equity alignment and retention: substantial unvested RSUs across 2022–2024 and multi-year vesting of 2024 options create ongoing alignment with share price appreciation; 2025 $2.0M cliff-vest RSU retention grants reduce near-term selling pressure and signal retention priority through 2027 .
- Change-in-control and severance: standard market multiples (1× non-CIC; 1.5× CIC for CFO) with double-trigger acceleration mitigate distraction risk in strategic transactions while avoiding single-trigger windfalls; no tax gross-ups beyond standard equalization/relocation, reducing governance red flags .
- Governance risk mitigants: strict anti-hedging/anti-pledging, ownership guidelines (3× salary for executives, 50% net-share retention), and robust clawbacks lower misalignment and opportunistic trading risks; executive officers are in compliance with guidelines .
- Trading signals: presence of exercisable options (22,960) and scheduled RSU vesting may create periodic liquidity events; however, retention grants and 50% net-share retention requirements temper sell pressure, favoring long-term alignment .