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Marc Costantini

Marc Costantini

President and Chief Executive Officer (effective December 1, 2025) at Corebridge Financial
CEO
Executive

About Marc Costantini

Marc Costantini (age 56) was appointed President and Chief Executive Officer of Corebridge Financial, effective on or about December 1, 2025; he will also join the Board on that date . He most recently served as Global Head of Strategy and Inforce Management at Manulife, after prior senior roles at Munich Re North America Life & Health (President & CEO, Corporate Development, Strategy and Digital Solutions) and Guardian Life (EVP, Commercial & Government Markets; earlier CFO). He is a Fellow of the Society of Actuaries and holds a B.S. from Concordia University . Performance under his tenure has not yet begun; for context, Corebridge reported net income of $2.2B and 18.8% ROAE for the LTM ended 12/31/2024, and returned $2.3B to shareholders (81% payout on adjusted ATOI) .

Company performance context (latest year, for framing):

MetricLTM 12/31/2024
Net income ($)$2.2B
Net income per share$3.72
Adjusted ATOI ($)$2.9B
Operating EPS$4.83
ROAE18.8%
Adjusted ROAE12.8%
Capital returned to shareholders$2.3B; 81% payout on adjusted ATOI

CRBG financials (historical, S&P Global data):

Metric (USD)FY 2022FY 2023FY 2024
Revenues$14,667,000,000*$18,769,000,000*$16,828,000,000*
EBITDA$9,897,000,000*$1,409,000,000*$2,937,000,000*
Net Income$8,159,000,000*$1,104,000,000*$2,230,000,000*

Values retrieved from S&P Global.*

Past Roles

OrganizationRoleYearsStrategic Impact
Manulife Financial CorporationGlobal Head of Strategy and Inforce Management2022–Nov 2025Led corporate strategy, corporate development, life reinsurance, and profitability/risk initiatives for inforce business .
Munich Re (North America Life & Health)President & CEO, Corporate Development, Strategy & Digital Solutions2020–2022Drove strategy and digital solutions for NA L&H business .
Guardian LifeEVP, Commercial & Government Markets; previously CFO2014–2019Ran commercial/government markets; prior CFO leadership .

External Roles

OrganizationRoleYearsNotes
No public company directorships disclosed prior to CRBG appointment .

Fixed Compensation

ComponentTerms
Base salary$1,000,000 annually .
Target STI (annual cash bonus)$2,500,000 target beginning in 2026; based on company and individual metrics per STI plan .
Target LTI (annual equity)$8,000,000 target in 2026; mix to mirror other executives (PSUs, RSUs, options) .
One-time cash sign-on$5,500,000, payable within 30 days of start; subject to repayment if resigns without Good Reason or terminated for Cause within 24 months .
One-time new-hire LTI$10,000,000 in PSUs (50%), RSUs (25%), options (25%); PSUs on 2025–2027 cycle with same targets as 2025 grants, RSUs/options vest ratably over 3 years .
Relocation stipend$250,000 one-time .
BenefitsExecutive benefits per company programs .

Performance Compensation

LTI (PSUs) design relevant to Costantini’s 2025–2027 PSU cycle:

  • Metrics and weighting: Adjusted ROAE (50%) and relative TSR (50%); 3-year performance period (1/1/2025–12/31/2027); cliff vesting at 3 years .
  • RSUs and options in 2025 program vest in thirds on the 1st, 2nd, and 3rd anniversaries .
LTI Metric (2025 PSU Program)WeightTarget StructureVesting
Adjusted ROAE50%Annual goals set for each year of the 3-year periodCliff at 3 years (2025–2027) .
Relative TSR50%3-year relative TSR vs performance peer group with threshold/target/stretch/maxCliff at 3 years (2025–2027) .

STI framework (context from 2024, likely blueprint for 2026 STI mechanics):

MetricWeightThreshold (50%)Target (100%)Stretch (125%)Max (150%)Actual 2024Contribution
Normalized ROAE35%11%13%14%15%13.2%106% of weight
Normalized GOE (bn)30%$1.62$1.54$1.48$1.44$1.52109% of weight
Normalized Operating EPS35%$4.35$4.85$5.10$5.40$4.99114% of weight
Business Performance Score109%

Notes:

  • 2025 added PSUs to NEO LTI mix (50% PSUs / 25% RSUs / 25% options), aligning with long-term value creation and shareholder alignment .

Equity Ownership & Alignment

  • Stock ownership guidelines: CEO 5x base salary; other executives 3x; executives must retain 50% of net shares from equity settlements until guideline met .
  • Hedging/pledging: Prohibited for directors, officers, and employees .
  • Insider trading controls: Pre-clearance, blackout periods, Rule 10b5-1 plan procedures .
  • Beneficial ownership: Not yet disclosed for Costantini (appointment effective ~Dec 1, 2025) .
  • Expected vesting cadence and potential selling pressure: New-hire RSUs/options expected to vest ratably on annual anniversaries of grant (first vest ~Dec 2026), PSUs cliff in 2028; transactions subject to pre-clearance and blackout rules .

Employment Terms

ProvisionDetails
Employment AgreementEffective at start date; includes compensation terms above; Board seat upon start .
Severance plan participationDesignated participant in Corebridge Executive Severance Plan .
Severance (without Cause / Good Reason)Lump sum 1.0x–1.5x (job-grade dependent) of salary + 3-year average actual STI; pro-rata STI if termination after Mar 31; $40,000 for health & life; other standard benefits .
Change-in-control (double-trigger)Lump sum 1.5x–2.0x (job-grade dependent) of salary + greater of 3-year average STI or target; pro-rata STI (greater of target or target adjusted for actual company performance); health & life payment; accelerated equity per plan .
ClawbacksCompany-wide clawback (risk events, inaccuracies) and SEC/NYSE-compliant restatement clawback . Sign-on cash repayable if resigns without Good Reason or terminated for Cause within 24 months .
Non-solicit / confidentialityNon-solicit of employees for 1 year post-employment; confidentiality obligations; no separate non-compete disclosed in his agreement .
Indemnification/D&OFull indemnification and D&O coverage consistent with senior officers .
Notice periodIf voluntary resignation, 6 months’ written notice (waivable by company) .

Investment Implications

  • Pay-for-performance alignment: 2025 LTI introduces PSUs (50% weighting) tied equally to Adjusted ROAE and relative TSR over 3 years, enhancing linkage to profitability and stock performance; RSUs and options maintain retention and long-term alignment . The executive ownership rule (5x salary) plus no hedging/pledging increases alignment and reduces downside moral hazard .
  • Near-term vesting supply: New-hire RSUs/options start vesting ~Dec 2026 with annual tranches; PSUs cliff in 2028. Expect Form 4 activity around vest/exercise windows, though trades governed by pre-clearance/blackouts and potential 10b5-1 plans, moderating selling pressure .
  • Retention risk: Strong up-front incentives (cash sign-on with 24-month clawback and $10M new-hire LTI) plus severance/CIC economics mitigate early attrition; absence of a non-compete (based on disclosed agreements) modestly elevates long-run mobility risk, partially offset by ownership/vesting and non-solicit .
  • Governance/say-on-pay backdrop: 99% approval on 2024 say-on-pay indicates investor acceptance of program design; 2025 board/governance enhancements and clawback robustness reduce compensation-related governance risk .
  • Execution context: Leadership transition to a strategy/inforce specialist (Manulife/Munich Re background) aligns with Corebridge’s focus on capital efficiency, reinsurance, and inforce value creation; concurrent CFO transition announced for 2026 introduces near-term continuity risk to monitor .