Kevin Hogan
About Kevin Hogan
Kevin Hogan is President and Chief Executive Officer of Corebridge Financial (CRBG) and a non‑independent director on the Board; he has served as CEO since 2014 and as a Corebridge director since 2021 (age 62 as of April 16, 2025) . Under his tenure, Corebridge delivered FY2024 net income of $2.2B and EPS of $3.72, operating EPS of $4.83, adjusted ROAE of 12.8%, and returned $2.3B to shareholders (81% payout of adjusted ATOI), while maintaining RBC over 420% . Say‑on‑pay approval for 2024 compensation was 99% of votes cast, indicating strong shareholder support for pay‑for‑performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corebridge Financial | President & Chief Executive Officer | 2014–present | Led separation from AIG and transition to independent public company; delivered ROAE and capital return targets . |
| Zurich Insurance Group | CEO, Global Life Insurance | 2009–2013 | Ran global life operations; relevant experience for life & retirement strategy . |
| AIG | Various senior positions | 1984–2008 | Deep insurance operating and leadership background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliance for Lifetime Income | Founding Director | N/A | Retirement advocacy aligned with Corebridge’s market positioning . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2022 | 1,250,000 | 90,420 | 8,881,597 |
| 2023 | 1,250,000 | 72,192 | 8,632,097 |
| 2024 | 1,250,000 | 66,180 | 7,810,797 |
Key 2024 perquisites: tax prep ($18,098), company‑paid life insurance ($273), 401(k) employer contributions ($31,050), personal use of company pool cars ($16,759) .
Performance Compensation
Annual Incentive (STI) Structure and 2024 Outcomes
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual | Contribution to Score |
|---|---|---|---|---|---|---|---|
| Normalized ROAE | 35% | 11% | 13% | 14% | 15% | 13.2% | 106% of weight |
| Normalized GOE (billions) | 30% | 1.62 | 1.54 | 1.48 | 1.44 | 1.52 | 109% of weight |
| Normalized Operating EPS | 35% | 4.35 | 4.85 | 5.10 | 5.40 | 4.99 | 114% of weight |
| Total Business Performance Score | — | — | — | — | — | — | 109% |
| Item | Target ($) | Business Score | Individual Score | Actual STI ($) |
|---|---|---|---|---|
| Kevin Hogan (2024) | 2,250,000 | 109% | 100% | 2,452,500 |
Notes: STI capped at 200% of target; CEO individual goals spanned shareholder returns, expense discipline, capital return, reinsurance strategy, and workplace initiatives .
Long‑Term Incentives (LTI)
| Year | Instrument | Grant Date | Quantity | Exercise Price | Vesting | Term / Notes | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2024 | RSUs | 02/20/2024 | 40,849 | — | 1/3 each on 1st–3rd anniversaries, service‑based | Cash dividend equivalents accrue and vest with RSUs | 1,035,114 |
| 2024 | Options | 02/20/2024 | 214,132 | 25.34 | 1/3 each on 1st–3rd anniversaries, service‑based | 10‑year term | 999,996 |
| 2024 | RSUs | 04/05/2024 | 35,112 | — | 1/3 each on 1st–3rd anniversaries, service‑based | Cash dividend equivalents accrue and vest with RSUs | 1,007,012 |
| 2024 | Options | 04/05/2024 | 129,701 | 28.68 | 1/3 each on 1st–3rd anniversaries, service‑based | 10‑year term | 999,995 |
| 2025 | PSUs | Q1 2025 | N/A | — | Cliff vest at year 3 based on Adjusted ROAE and relative TSR (50%/50%) over 2025–2027 | PSU program introduced to strengthen alignment | N/A |
2024 LTI mix for Hogan totaled $4.0M target, delivered in RSUs and options; the remaining 50% of 2024 LTI was granted in April after deferral on form selection .
Equity Ownership & Alignment
- Beneficial ownership: 394,673 shares; less than 1% of outstanding (549,704,830 shares as of May 13, 2025) . Anti‑hedging and anti‑pledging policies apply to all executives; hedging and pledging of Corebridge securities are prohibited .
- CEO stock ownership guideline: 5x base salary; executives must retain 50% of net shares until guideline met. CEO and all executive officers are in compliance .
Vested vs Unvested and Outstanding Awards (as of Dec 31, 2024)
| Award | Status | Quantity | Market/Intrinsic Value Basis |
|---|---|---|---|
| 2024 RSUs (Feb) | Unvested | 40,489 | $1,222,611 at $29.93 CRBG close |
| 2024 RSUs (Apr) | Unvested | 35,112 | $1,050,902 at $29.93 CRBG close |
| 2023 RSUs | Unvested | 31,358 | $938,545 at $29.93 CRBG close |
| 2022 RSUs | Unvested | 42,618 | $1,275,557 at $29.93 CRBG close |
| 2024 Options (Feb) | Unexercisable | 214,132 | Intrinsic value included in CIC/termination tables |
| 2024 Options (Apr) | Unexercisable | 129,701 | Intrinsic value included in CIC/termination tables |
| 2023 Options | Exercisable/Unexercisable | 54,024 / 108,050 | Intrinsic value included in CIC/termination tables |
| AIG PSUs (2023) | Unearned & Unvested | 48,652 | $3,541,866 at AIG $72.80 close |
| AIG PSUs (2021 cycle) | Settled in 2024 | N/A | Paid at 200% performance (top‑quartile TSR modifier) |
Note: Market values use $29.93 CRBG closing price and $72.80 AIG closing price as of 12/31/2024 where specified .
Employment Terms
- Severance Plan (ESP): If terminated without “Cause” or for “Good Reason,” lump sum of 1x or 1.5x salary + three‑year average STI; pro‑rated STI if termination after March 31; $40,000 for health/life coverage; double‑trigger CIC benefits increase to 1.5x or 2x salary + greater of three‑year average STI or target; pro‑rated STI; same $40,000 stipend .
- Illustrative payouts for Hogan if event occurred Dec 31, 2024:
- Involuntary termination w/o Cause: STI $2,452,500; Severance $5,903,750; $40,000 benefits; unvested options intrinsic value $2,185,514; unvested stock awards $11,833,383; total $22,415,147 .
- Qualifying CIC termination: STI $2,452,500; Severance $7,871,667; $40,000 benefits; unvested options $2,185,514; unvested stock awards $11,833,383; total $24,383,064 .
- Clawbacks: Broad discretionary clawback for material restatements, awards based on materially inaccurate metrics, and risk management failures; plus SEC/NYSE accounting restatement clawback policy .
Board Governance (Service History, Committees, Independence)
- Board service: Director since 2021; non‑independent director given CEO role; no standing committee memberships .
- Independence safeguards: Board is majority independent; role of Chair separated from CEO; Alan Colberg serves as independent Chair; Lead Independent Director duties defined and applied when Chair not independent (now Chair is independent) .
- Executive sessions and attendance: Regular executive sessions of non‑management and independent directors; in 2024, each director attended ≥75% of Board/Committee meetings; overall attendance ~99% .
- Director compensation: Only independent directors receive Board retainers/DSUs; employee directors like Hogan do not receive director fees .
Director Compensation Overview (for context)
Non‑employee directors receive $120,000 annual cash retainer plus chair premia and $165,000 in DSUs; DSUs vest immediately but settle upon Board departure; stock ownership guideline is 5x cash retainer ($600,000) .
Compensation Peer Group and Benchmarking
Peer group used for 2024 decisions included Aflac, Ameriprise, Equitable, Lincoln, MetLife, Manulife, Northern Trust, Principal, Prudential, Sun Life, Hartford, Unum, Voya; Corebridge was ~55th percentile on revenue, ~33rd percentile on market cap, ~75th percentile on AUM versus peers; committee targets pay near mid‑range and introduced PSUs in 2025 for ROAE/TSR alignment .
Risk Controls and Trading Policies
- Insider Trading Policy: Prohibits trading on MNPI; requires pre‑clearance for directors/Section 16 officers; Rule 10b5‑1 plan guidelines in place; designated blackout periods .
- Anti‑hedging/pledging: Executives and directors prohibited from hedging or pledging Corebridge securities (e.g., options, collars, swaps) .
- Equity grant timing policy approved Nov 2024 to avoid grants near MNPI events .
Multi-Year Compensation Detail (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,250,000 | 1,250,000 | 1,250,000 |
| Stock Awards ($) | 5,141,177 | 2,927,993 | 2,042,126 |
| Option Awards ($) | — | 999,997 | 1,999,991 |
| Non‑Equity Incentive ($) | 2,400,000 | 3,250,000 | 2,452,500 |
| All Other Comp ($) | 90,420 | 72,192 | 66,180 |
| Total ($) | 8,881,597 | 8,632,097 | 7,810,797 |
Investment Implications
- High alignment and retention: Introduction of PSUs tied to ROAE and relative TSR for 2025 increases pay‑for‑performance sensitivity; strong stock ownership and anti‑hedging/pledging policies reduce misalignment risk .
- Near‑term selling pressure: RSU and option tranches from 2024 grants vest on 2/20 and 4/5 in 2025–2027, creating periodic settlement events; however, ownership guidelines require retention of 50% of net shares until compliance, limiting discretionary sales .
- Change‑in‑control protection: Double‑trigger CIC terms and substantial equity acceleration could incentivize support for value‑accretive transactions while protecting continuity; total CIC payout sensitivity reflects significant unvested equity exposure .
- Governance mitigants for dual role: Hogan’s non‑independent director status is counterbalanced by an independent Chair, majority‑independent Board, executive sessions, and robust committee oversight (including Compensation and Risk Committees), lowering independence and oversight concerns .
- Shareholder support: 99% say‑on‑pay approval and clear disclosure of performance metrics suggest low governance headwinds and reduced risk of compensation‑related proxy pressure .