Keith Gubbay
About Keith Gubbay
Independent director at Corebridge Financial (CRBG); age 70; appointed in Q1 2025 as a Nippon Life designee. Former CEO of Resolution Life US Holdings Inc. with deep actuarial and life insurance leadership experience; currently serves on CRBG’s Risk Committee. The Board assessed him as independent under NYSE standards, considering his non‑employee advisory relationship with Nippon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resolution Life US Holdings Inc. | Chief Executive Officer | 2017–2024 | Led U.S. operations; executive oversight |
| Resolution Life US Holdings Inc. | President and Chief Actuarial Officer | 2013–2017 | Actuarial leadership and corporate development |
| Sun Life Financial | Chief Actuary (Global; U.S.) | 2004–2012 | Enterprise actuarial leadership |
| ING Americas | EVP Corporate Development; Chief Actuary; CMO (U.S. Retail FS); President & CEO Investment Products Distribution | 1998–2004 | Multifunctional executive roles across actuarial, strategy, distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resolution Life US Holdings Inc. | Director | 2021–2024 | Prior directorship; no current U.S. public boards |
Board Governance
- Committee assignments: Risk Committee member (Chair: Amy Schioldager; members include Rose Marie Glazer, Keith Gubbay, Christopher Lynch) .
- Independence: Board determined Gubbay is independent under NYSE rules, noting his non‑employee advisory status with Nippon Life does not impair independence .
- Board structure and engagement: Majority‑independent Board; independent Chair; regular executive sessions; Board held four meetings in 2024 with ~99% overall attendance among then‑serving directors (Gubbay appointed in 2025) .
| Committee | Role | Chair? |
|---|---|---|
| Risk Committee | Member | No |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $120,000 per year | Paid quarterly in arrears . |
| Additional chair retainers | Chair of Board $200,000; Lead Independent Director $100,000; Audit Chair $35,000; Nominating Chair $25,000; Compensation Chair $25,000; Risk Chair $25,000 | Paid quarterly; prorated for partial‑quarter service . |
| Equity retainer (DSUs) | $165,000 grant value annually | DSUs vest immediately; settlement deferred until after Board service ends; accrue dividend equivalents payable upon settlement . |
| Perquisites | None for non‑employee directors | No meeting fees; no performance‑based equity for directors . |
| Stock ownership guideline | 5x annual cash retainer (=$600,000 for 2024) | Can be satisfied over time via DSUs . |
Performance Compensation
Directors do not receive performance‑based equity awards; annual equity is granted as DSUs and is not tied to performance metrics .
| Metric | Applicability | Detail |
|---|---|---|
| TSR, ROAE, EPS, ESG metrics | Not applicable to non‑employee directors | Director equity is DSUs, not PSUs/options with performance hurdles . |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Note |
|---|---|---|
| Nippon Life | Designation rights | Gubbay appointed as a Nippon designee; Nippon has designation, consent, observer and information rights under the Nippon Stockholder’s Agreement . |
| Resolution Life US | Prior director (Gubbay) | Another CRBG director, Gilles Dellaert, is a current director at Resolution Life US (since 2023), indicating a network overlap in life insurance consolidation expertise . |
Expertise & Qualifications
- Life insurance and retirement industry; actuarial leadership; executive leadership; risk management—aligned to CRBG’s defined director skills matrix .
- Not designated an “audit committee financial expert” (designation applies to Lynch, Bousa, Leone) .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | Type | Percent of Class | Vested vs Unvested | Notes |
|---|---|---|---|---|---|
| Keith Gubbay | 2,334 | DSUs (fully vested, deferred) | * (<1%) | Fully vested; settlement deferred until departure | Footnote confirms DSUs deferred until ceasing to be a director . |
| Shares outstanding (reference) | 549,704,830 | Common Stock | — | — | As of May 13, 2025 . |
Governance Assessment
- Board effectiveness: Placement on the newly formed Risk Committee demonstrates targeted use of Gubbay’s actuarial and life insurance expertise in ERM oversight (cybersecurity, liquidity, insurance, credit, market risk) .
- Independence vs. affiliations: Despite being a Nippon designee and non‑employee advisor, the Board formally determined independence; nonetheless, Nippon’s consent and information rights (e.g., required consent for certain charter/bylaw changes, delisting/deregistration, and issuance to Nippon competitors) create a structural influence vector that investors should monitor for potential conflicts in strategic actions .
- Director compensation alignment: Equity‑heavy structure via DSUs, immediate vesting with deferred settlement, robust ownership guidelines, and prohibitions on hedging/pledging support long‑term alignment; absence of performance‑based awards aligns with non‑executive oversight role and mitigates pay‑for‑performance concerns at the director level .
- Attendance/engagement: 2024 Board/Committee attendance for the company was ~99% among then‑serving directors; specific 2025 attendance for Gubbay not disclosed; Board requires minimum 75% attendance and conducts regular executive sessions, supporting effective oversight culture .
- RED FLAGS to monitor:
- Nippon rights: Consent, observer and information access until specified ownership sunsets; potential influence in governance matters despite independence determination .
- Network overlap: Prior Resolution Life directorship (Gubbay) and current Resolution Life directorship (Dellaert) suggests information flow channels; no related‑party transaction disclosed with Resolution Life, but monitor for future transactions .
- Related‑party framework: Extensive related‑party arrangements with AIG, Blackstone, and Nippon detailed in proxy; Board oversight through Audit and Risk Committees and majority‑independent composition mitigate risks but require continued vigilance .
Investor confidence signals: Majority‑independent Board with independent Chair, newly established Risk Committee, robust clawbacks/insider trading controls, and strong say‑on‑pay support (99% approval in 2024) indicate governance quality; Nippon’s contractual rights are the principal structural risk to monitor for potential conflicts in extraordinary corporate actions .