Minoru Kimura

About Minoru Kimura

Minoru Kimura, age 57, has served as an independent director of Corebridge Financial, Inc. (CRBG) since 2024. He is Senior Managing Executive Officer and Head of Global Business at Nippon Life Insurance Company, and brings extensive global insurance and asset management leadership experience. At Corebridge, he serves on the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee . The Board has affirmatively determined he is independent under NYSE rules notwithstanding his senior role at Nippon, based on quantitative thresholds and other facts and circumstances .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation and Management Development Committee (member); Nominating and Corporate Governance Committee (member). Neither role is as chair .
• Independence: Board determined Mr. Kimura is independent under NYSE standards; considered his Nippon employment and determined relevant payment thresholds were not exceeded and relationships did not impair judgment .
• Attendance: 2024 Board held 4 meetings; each director attended at least 75% of Board and committee meetings; overall attendance ~99% for directors as a group . Compensation Committee met 4 times with 100% average attendance; Nominating & Corporate Governance met 2 times with 100% average attendance .
• Tenure: Director since 2024; nominated for re-election at 2025 annual meeting .
• Governance context: After Nippon’s investment, Nippon gained rights to designate directors and to have at least one Nippon Director on Compensation and Nominating & Corporate Governance Committees; Nippon also has a board observer right; Corebridge instituted majority independent board and independent chair .

Fixed Compensation

• Footnote: While Mr. Kimura is independent, he is not entitled to compensation from Corebridge under the Nippon Stockholder’s Agreement because he is an employee of Nippon .
• Director compensation structure: Non-employee directors receive cash plus DSUs; chair roles receive additional fees; no meeting fees; no perquisites; compensation mix emphasizes equity; DSUs vest immediately but settle after board service ends .

Performance Compensation

Other Directorships & Interlocks

• Significant shareholder/interlock: Nippon Life Insurance Company holds approximately 22.19% of Corebridge common stock as of May 13, 2025 .
• Nippon governance rights: Nippon may designate directors proportional to its ownership; at least one Nippon Director must serve on Compensation and Nominating & Corporate Governance Committees; Nippon has board observer, information rights, consent rights on certain business activities; a standstill applies .
• Implication: As a Nippon designee, Mr. Kimura’s presence on Compensation and Nominating committees reflects shareholder interlocks; the Board assessed and affirmed independence under NYSE standards .

Expertise & Qualifications

• Global insurance leadership across Americas, Europe, and Asia Pacific; treasury, capital markets, and investment planning expertise; asset management planning and corporate strategy experience .
• Board qualifications cited: Key leadership skills and extensive global insurance experience, with perspective as a senior executive of Nippon .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold 5× the annual cash retainer—$600,000 worth of CRBG stock (including DSUs); DSUs settle within 90 days after service end; dividend equivalents accrue; no hedging, pledging, or short sales permitted .
• Compliance status: The proxy does not disclose Mr. Kimura’s compliance status with director ownership guidelines; note that Nippon designees employed by Nippon are not entitled to director compensation/DSUs, potentially affecting guideline mechanics .

Governance Assessment

• Strengths

  • Independence affirmed despite Nippon affiliation; independence review addressed threshold payments and relationship facts .
  • Full committee attendance and strong board attendance signals high engagement (Compensation 4 mtgs, 100%; Nominating 2 mtgs, 100%; Board overall ~99%) .
  • Deep global insurance and investment experience aligned with Corebridge’s business .
  • Insider trading policy prohibits hedging and pledging; robust director ownership guidelines support alignment (at the board level) .

• Risks and potential conflicts

  • RED FLAG: Shareholder interlock—Nippon (22.19%) has designation rights, committee seat requirements, and consent rights; Mr. Kimura is a Nippon designee serving on Compensation and Nominating committees, which may raise perceived influence risks over pay and governance decisions .
  • Alignment gap: Mr. Kimura receives no Corebridge director compensation or DSUs due to Nippon employment; beneficial ownership shows no shares—this may limit direct “skin in the game” compared to other independent directors .
  • Ownership guideline applicability/compliance for Nippon-employed designees is not disclosed—unclear whether and how guidelines are applied or waived; lack of disclosure is a monitoring item .

• Additional signals

  • No Section 16(a) delinquency noted for Mr. Kimura; late filings were disclosed for other directors only .
  • Board governance improved post-Majority Holder Threshold Date, including independent chair and majority independent board; still, the mandated Nippon presence on key committees warrants ongoing oversight .

Monitoring recommendations: Track any future disclosure on director ownership guideline compliance for Nippon designees; review committee decisions (especially compensation and governance) for potential Nippon influence; monitor any related-party transactions or consent-right exercises under Nippon Stockholder’s Agreement .