Rose Marie Glazer

About Rose Marie Glazer

Rose Marie Glazer (age 58) has served on Corebridge Financial’s board since 2024; she is Executive Vice President and General Counsel at American International Group (AIG) since 2023 and is designated as an AIG Director on CRBG’s board, which the proxy classifies as non‑independent under NYSE rules . Her background spans legal leadership and human capital management, with expertise in regulatory and compliance, governance and sustainability, and prior senior roles at Siemens, American Airlines, and Jones Day .

Past Roles

External Roles

Board Governance

• Independence: Glazer is classified as a “Non‑Independent Director” and serves as an AIG‑designated director under the Separation Agreement; AIG retains certain director designation rights and historically held consent rights over specified corporate actions .
• Committees: Member—Compensation & Management Development; Nominating & Corporate Governance; Risk (established Feb 2025). On the first two, every member “other than Ms. Glazer” is independent under NYSE rules, indicating her non‑independent status on those committees .
• Committee chairs: Compensation—Deborah Leone; Nominating—Alan Colberg; Risk—Amy Schioldager .
• Attendance: 2024 Compensation Committee—4 meetings, 100% average attendance; 2024 Nominating Committee—2 meetings, 100% average attendance; Board held four meetings in 2024 and each director attended ≥75% of Board and committee meetings, with ~99% overall attendance for all directors .
• Executive sessions: Independent directors meet regularly in executive session without non‑independent directors; committees also meet in executive session without management .

Fixed Compensation

• Eligibility: Only independent directors are entitled to CRBG director compensation; Glazer, as a non‑independent director, did not receive fees or equity awards in 2024 (her compensation row shows “—”) .
• Program overview for independent directors (context): Annual cash retainer $120,000; chair retainers—Chair $200,000, Lead Independent Director $100,000, Audit Chair $35,000, Nominating Chair $25,000, Compensation Chair $25,000, Risk Chair $25,000; equity retainer $165,000 in DSUs with immediate vesting and settlement after board departure; no perquisites; no additional fees for committee membership (only chairs) .
• DSU mechanics: DSUs settle within 90 days after board departure/first-anniversary timing; accrue dividend equivalents; directors immediately vest, but shares are deferred until service ends .

Performance Compensation

• Directors do not receive performance‑based equity awards at CRBG (no PSUs/options tied to metrics for directors) .

Other Directorships & Interlocks

• Current public boards: None (for Glazer) .
• Committee interlocks: The proxy reports no compensation committee interlocks or insider participation requiring disclosure for 2024; members of the Compensation & Management Development Committee, including Glazer, had no relationships requiring Item 404 disclosure and were not CRBG officers/employees .
• Designation: Glazer serves as an AIG‑designated director under the Separation Agreement (AIG retains certain designation rights tied to ownership thresholds) .

Expertise & Qualifications

• Governance, legal, and compliance: Executive legal leadership with emphasis on corporate governance, sustainability, regulatory and compliance, and human capital management .
• Broader qualifications (from prior proxy narrative): Corporate governance, crisis management, compliance and ethics, and technology‑law intersection .

Equity Ownership

• Beneficial ownership: As of March 17, 2025, the ownership table shows Glazer with “—” shares of CRBG common stock; directors’ DSUs for several others are listed, but none for Glazer .
• Ownership guidelines: Non‑employee directors must hold five times the value of the annual cash retainer (for 2024, $600,000 equivalent, being 5×$120,000), satisfied over time via DSUs; CRBG prohibits hedging, pledging, or short sales by directors, officers, and employees .

Governance Assessment

• Independence/conflict risk: Glazer’s non‑independent status and role as AIG‑designated director create potential conflicts of interest, especially given AIG’s historical consent rights over major CRBG actions and continuing relationships (Separation and related agreements). This can affect perceptions of board independence and investor confidence if not offset by strong independent leadership and committee structures .
• Committee influence: Service on Compensation, Nominating, and Risk committees provides meaningful governance influence; on Compensation/Nominating, the proxy explicitly notes all members other than Glazer are independent, mitigating some independence concerns at the committee level .
• Ownership alignment: The 2025 ownership table shows Glazer with no CRBG shares/DSUs, which may limit “skin‑in‑the‑game” alignment relative to robust director stock ownership guidelines designed to align interests with shareholders .
• Engagement: Committee attendance metrics and board attendance thresholds (≥75% for each director; ~99% group attendance) support board effectiveness and engagement signals .
• RED FLAGS: Non‑independent director designation tied to AIG ; zero CRBG share ownership as of March 17, 2025 ; ongoing related‑party dynamics with AIG, Blackstone, and Nippon noted broadly in risk disclosures, underscoring the need for vigilant conflict management .

Supplemental Shareholder Context

Notes:

• Risk Committee formed February 2025; initial meeting March 2025 .
• Insider Trading Policy includes pre‑clearance, blackout periods, and prohibits hedging/pledging; Rule 10b5‑1 plan guidelines available for directors .