Tomohiro Yao
About Tomohiro Yao
Independent director at Corebridge Financial (CRBG) since October 23, 2025; appointed pursuant to the Nippon Life Stockholder’s Agreement and immediately assigned to the Compensation and Management Development Committee. The Board determined he qualifies as independent under NYSE standards and is a “non‑employee director” under Rule 16b‑3; he will not be compensated by Corebridge for Board or Committee service. Yao currently serves as Executive Officer and Head of Americas/Europe at Nippon Life Insurance Company; since joining Nippon in 1995 he has held senior roles including Regional CEO for Asia Pacific, Chairman of Nippon Life Asia Pacific in Singapore, and General Manager of Global Insurance Business and Global Business Planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nippon Life Insurance Company | Regional CEO, Asia Pacific | Not disclosed | Led Asia-Pacific operations; senior leadership scope across region |
| Nippon Life Asia Pacific (Singapore) | Chairman | Not disclosed | Governance oversight for regional entity |
| Nippon Life Insurance Company | General Manager, Global Insurance Business Department | Not disclosed | Global business development/operations |
| Nippon Life Insurance Company | General Manager, Global Business Planning Department | Not disclosed | Strategic planning across global footprint |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nippon Life Insurance Company | Executive Officer and Head of Americas/Europe | Current | Oversees business operations across the Americas and Europe |
Board Governance
- Appointment: Elected director October 23, 2025; Board size increased from 13 to 14; appointed to Compensation & Management Development Committee; Minoru Kimura resigned from that committee concurrently.
- Independence: Board determined Yao is independent under NYSE standards; designated as “non‑employee director” under Rule 16b‑3.
- Compensation eligibility: Pursuant to the Nippon Stockholder’s Agreement, Nippon‑designated directors are only entitled to compensation if not Nippon employees and determined independent; Yao (a Nippon executive) will not be compensated by Corebridge.
- Attendance: Yao joined late 2025; director‑specific attendance not yet disclosed. Board policy requires ≥75% attendance and overall Board/Committee attendance was ~99% in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $0 | Not compensated by Corebridge due to Nippon Stockholder’s Agreement; Nippon designees who are Nippon employees are ineligible. |
| Committee chair/member fees | $0 | No fees; only certain chairs have fees; Yao not a chair and is not compensated. |
| Perquisites | $0 | No director perquisites policy; not compensated. |
Performance Compensation
- Directors do not receive performance‑based equity awards; Corebridge uses DSUs (fixed‑value equity) for eligible non‑employee directors, which vest immediately and settle upon Board departure. Yao will not receive DSUs because he is a Nippon employee and thus ineligible for Corebridge director compensation.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other U.S. public company directorships disclosed for Yao. |
| Nippon Life Insurance Company | Executive Officer | — | Nippon holds ~22.19% of CRBG and has board/committee designation, consent, and information rights under Stockholder’s Agreement. |
Expertise & Qualifications
- Senior insurance operator with global leadership experience (Americas/Europe, Asia Pacific) and strategic planning credentials (Global Insurance Business; Global Business Planning).
- Adds international perspective and insurer enterprise risk/operations expertise to the Compensation & Management Development Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial CRBG holdings (initial Form 3) | 0 shares; “No securities are beneficially owned.” |
| Ownership % of CRBG | 0.00% (individual); Nippon Life owns 121,989,331 shares (22.19% of outstanding as of May 13, 2025). |
| Vested/Unvested equity at CRBG | None (no DSUs or options granted). |
| Pledged shares | None disclosed; Corebridge policy prohibits pledging/hedging. |
| Director stock ownership guideline | Non‑employee directors must hold 5× annual cash retainer (DSUs/common). Yao’s compensation ineligibility and compliance status not disclosed; initial filing shows zero ownership. |
Insider Filings
| Date | Form | Key Disclosure |
|---|---|---|
| Oct 28, 2025 | Form 3 | Initial statement; relationship “Director”; “No securities are beneficially owned.” |
Governance Assessment
- Strengths: Independent designation; adds deep global insurance expertise; fulfills Nippon’s right to have representation on Compensation & Nominating committees; not compensated by Corebridge, reducing direct pay conflicts.
- Alignment considerations: Individual ownership is zero; director stock ownership guidelines exist but Yao’s compliance not disclosed; alignment primarily via Nippon’s significant equity stake (~22%).
- Conflict oversight: 8‑K states no related‑party transactions requiring Item 404(a) disclosure; nevertheless, Nippon’s consent and information rights create potential influence channels—Board retains fiduciary carve‑outs and standstill protections.
- Board effectiveness backdrop: 2024 attendance ~99%; independent Chair; robust committee structure (Audit, Compensation, Nominating & Governance, Risk) and anti‑hedging/pledging/clawback policies support investor confidence; Say‑on‑Pay received 99% approval in 2024.
RED FLAGS: None disclosed specific to Yao (no related‑party transactions; no securities owned/pledged). Monitor for committee decisions implicating Nippon consent rights and for future ownership/compensation changes that could affect alignment.