Jonathan Novak
About Jonathan Novak
Jonathan Novak is Executive Vice President and President of Institutional Markets at Corebridge Financial; he has led Institutional Markets since April 2012 and ascended to EVP in February 2022, and he holds the Chartered Financial Analyst designation . He was 53 years old as of December 31, 2024 . 2024 operating results in his unit included Adjusted Pre‑Tax Operating Income (excluding variable investment income) of $409 million and new business volumes that exceeded budget by 119% . In 2023, his business exceeded APTOI targets by 15% and achieved margins above target while significantly surpassing new business volume targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corebridge/AIG | President, Institutional Markets; EVP | Since Apr 2012; EVP since Feb 2022 | Leads institutional solutions, reinsurance execution and capital efficiency strategies |
| Goldman Sachs | Managing Director, Financial Institutions Risk Management | 12 years | Led risk management for financial institutions businesses |
| Berkshire Hathaway | Associate, Reinsurance Underwriting | 4 years | Underwrote reinsurance; foundation for later enterprise reinsurance strategies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American International Group (AIG) | Head of Life & Retirement Strategy, Corporate Development and Reinsurance | Not disclosed | Parallel leadership capacity supporting enterprise reinsurance and strategy |
| CFA Institute | Chartered Financial Analyst (CFA) | Not disclosed | Professional credential held by Mr. Novak |
Fixed Compensation
| Year | Base Salary ($) | Target STI ($) | Actual STI Award ($) | Notes |
|---|---|---|---|---|
| 2023 | 600,000 | 750,000 | 1,040,000 | Business Performance Score 139%; Individual Performance Score 100% |
| 2024 | 675,000 (12.5% increase effective 9/16/2024) | 1,000,000 (33.3% increase) | 1,100,000 (paid Feb 2025) | Business Performance Score 109%; Individual Performance Score 101% |
Performance Compensation
Short‑Term Incentive (STI) Structure and Payouts
| Year | Metric | Target | Actual | Payout ($) | Formula / Notes |
|---|---|---|---|---|---|
| 2023 | Business Performance Score (%) | N/A | 139 | 1,040,000 | Payout = Target STI × Business Score × Individual Score; Individual Score 100% |
| 2024 | Business Performance Score (%) | N/A | 109 | 1,100,000 | Payout = Target STI × Business Score × Individual Score; Individual Score 101% |
STI metrics and goals are set and reviewed by the Compensation and Management Development Committee, with approvals aligned to budgeting and strategic planning; 2024 metrics and goals approved in April 2024 .
Long‑Term Incentive (LTI) Grants and Vesting
| Grant Date | Award Type | Quantity (#) | Exercise Price ($) | Grant Date Fair Value ($) | Vesting/Term |
|---|---|---|---|---|---|
| 2/20/2024 | Corebridge RSUs | 27,573 | — | 698,700 | Vest in three equal annual installments; accrue cash dividend equivalents |
| 2/20/2024 | Corebridge Options | 48,179 | 25.34 | 224,996 | 10‑year term; vest 1/3 per year on anniversaries |
| 2/21/2023 | Corebridge RSUs | 31,749 | — | 644,505 | Vest 1/3 annually on 2/21/2024, 2/21/2025, 2/21/2026 |
| 2/21/2023 | Corebridge Options | 36,466 | 20.30 | 224,995 | 10‑year term; vest 1/3 per year on anniversaries |
2023 LTI mix for Mr. Novak was 75% RSUs and 25% options; vesting schedules encourage retention and long‑term value creation .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Item | Value |
|---|---|
| Shares of CRBG Common Stock Beneficially Owned | 146,375 |
| Percent of Class | <1% (star notation) |
| Options Outstanding (as of 12/31/2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2024 Corebridge Options | — | 48,179 | 25.34 | 2/20/2034 |
| 2023 Corebridge Options | 12,155 | 24,311 | 20.30 | 2/21/2033 |
| 2021 AIG Options | 19,230 | — | 44.10 | 2/22/2031 |
| 2020 AIG Options | 23,391 | — | 32.43 | 3/11/2030 |
| 2019 AIG Options | 24,570 | — | 44.28 | 3/18/2029 |
| 2018 AIG Options | 14,632 | — | 55.94 | 3/13/2028 |
| RSUs Outstanding (as of 12/31/2024) | Unvested (#) | Market Value ($) |
|---|---|---|
| 2024 Corebridge RSUs | 27,573 | 825,260 |
| 2023 Corebridge RSUs | 21,166 | 633,498 |
| 2022 Corebridge RSUs | 12,785 | 382,655 |
- Executive stock ownership guidelines: 3x base salary for executives; retain 50% of net shares until compliant; all executive officers are in compliance .
- Anti‑hedging and anti‑pledging: short sales, hedging and pledging of Corebridge securities are prohibited for directors, officers and employees .
Vesting Schedule Details (Insider supply considerations)
- 2023 RSUs vest one‑third on each of the first, second and third anniversaries of the 2/21/2023 grant date (i.e., 2/21/2024; 2/21/2025; 2/21/2026) .
- 2024 RSUs and 2024 options vest in equal thirds annually beginning 2/20/2025; options have 10‑year terms from grant .
Employment Terms
Severance and Change‑of‑Control Framework
- Executive Severance Plan (ESP) multiples: non‑CIC severance equals 1.0× for non‑CEO NEOs; CIC severance equals 1.5× for non‑CEO NEOs, applied to base salary plus STI measure per plan; includes pro‑rata STI and a $40,000 lump sum for medical/life insurance continuation .
- Double‑trigger change‑of‑control acceleration is utilized to support retention and alignment .
Restrictive Covenants (ESP)
- Non‑compete and non‑interference: 6 months post‑termination; employee non‑solicitation: 1 year post‑termination; confidentiality and non‑disparagement obligations apply .
Termination Payments (as of 12/31/2024)
| Scenario | 2024 STI Award ($) | Severance ($) | Medical/Life ($) | Unvested Options ($) | Unvested Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination w/o Cause | 1,090,000 | 1,566,667 | 40,000 | 455,257 | 1,998,734 | 5,150,658 |
| By Executive with Good Reason | 1,090,000 | 1,566,667 | 40,000 | — | — | 2,696,667 |
| Qualifying CIC Termination | 1,090,000 | 2,512,500 | 40,000 | 455,257 | 1,998,734 | 6,096,491 |
| Death | 1,000,000 | — | — | 455,257 | 1,998,734 | 3,453,991 |
| Disability | 1,090,000 | — | — | 455,257 | 1,998,734 | 3,543,991 |
Clawbacks and Policies
- Financial Restatement Clawback Policy effective December 1, 2023, compliant with SEC/NYSE rules; broad recoupment provisions, no clawback actions required in 2023 .
Perquisites and Other Compensation (2024)
| Perquisite | Amount ($) | Notes |
|---|---|---|
| 401(k) employer contributions | 31,050 | Company matching and non‑elective contributions |
| Matching Grants Program | 18,150 | Employer match of eligible charitable donations; includes amounts matched in 2024 for 2023 donations |
| Company‑paid life insurance premiums | 273 | Standard benefit for all NEOs |
| All Other Compensation Total | 49,473 | Sum of reported 2024 perquisites |
Compensation Structure Analysis
- Fixed pay moved higher in 2024 (12.5% base salary increase effective 9/16/2024; 33.3% increase in target STI), reflecting expanded responsibilities for optimizing in‑force portfolios and reinsurance usage, and market competitiveness assessments by Meridian Compensation Partners .
- LTI continues to emphasize RSUs and stock options with three‑year vesting and 10‑year option terms, reinforcing multi‑year alignment and retention; 2023 mix: 75% RSUs / 25% options for Mr. Novak .
- Anti‑hedging/anti‑pledging and ownership guidelines (3× salary; 50% net shares hold‑back until compliant) further tie outcomes to shareholder returns, with executives in compliance .
Compensation Peer Group (used for 2024/2025 decisions)
Aflac; Ameriprise Financial; Equitable Holdings; Lincoln National; MetLife; Manulife; Northern Trust; Principal Financial; Prudential Financial; Sun Life; Hartford; Unum; Voya Financial . Corebridge stood at the 55th percentile for revenue, 33rd for market cap, and 75th for AUM against peers when set in Q3 2024 .
Performance & Track Record
- 2024 highlights: APTOI (ex‑VII) of $409 million; +119% new business volumes vs budget; operationalization of Corebridge Insurance Company of Bermuda and enterprise reinsurance treaties/recaptures; zero control/ethics incidents; effective hybrid work leadership .
- 2023 highlights: APTOI exceeded target by 15%; significant outperformance in new business volumes with margins above target; disciplined capital deployment and enhanced external partner asset range .
Equity Ownership & Pledging
- Beneficial ownership: 146,375 CRBG shares (<1% of outstanding) .
- Pledging and hedging are prohibited for executives and directors under the Insider Trading Policy .
Employment Terms Summary
- ESP provides severance/multiples and pro‑rata STI as described above; double‑trigger CIC provisions promote retention and alignment .
Investment Implications
- Alignment: Increased 2024 fixed and target variable pay tracks expanded scope and strong unit performance; RSU/option structures and ownership policies align incentives with long‑term value creation .
- Retention risk: Meaningful unvested RSUs (2022–2024) and unexercisable options create multi‑year retention hooks; vesting clusters around February anniversaries may produce periodic liquidity events .
- Change‑of‑control economics: Double‑trigger CIC with 1.5× severance for non‑CEO NEOs plus equity acceleration and pro‑rata STI implies moderate transaction cost; governance mitigants include clawbacks and anti‑pledging .
- Execution signal: 2024 STI payout above target driven by 109% business score and 101% individual score underscores delivery on reinsurance and Bermuda platform initiatives, supportive of Institutional Markets growth and capital efficiency .