Ball : 2023 Annual Report 2024 Proxy

Corebridge Financial

2024 Notice of Annual Meeting and Proxy Statement

To Corebridge Financial, Inc. Stockholders:

We are pleased to hold the 2024 annual meeting of Corebridge Financial, Inc. (''Corebridge'') stockholders. The attached 2024 Proxy Statement contains important information regarding the agenda for the meeting and voting instructions.

2023 was both an important year for Corebridge, and a successful one. In our first full calendar year as a public company, we executed with focus, capitalized on attractive market opportunities and made tremendous progress on our strategic and operational priorities.

Thanks to the energy and hard work of our employees - and with gratitude for the support of our partners and AIG - we grew our business, strengthened our foundation and remain well-positioned to serve our customers for many years and decades to come.

We are so proud of all that Corebridge has accomplished and even more excited about what comes next. With our operating model firmly in place and guided by our purpose, we will continue to partner with financial professionals and institutions to do what we do best - making it possible for more people to take action in their financial lives.

The Board encourages you to read the 2024 Proxy Statement and the accompanying Annual Report. We appreciate your important vote on the matters contained in the 2024 Proxy Statement and welcome you to join the virtual Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/CRBG2024 on Friday, June 21, 2024, at 9:00 a.m. Eastern Time. Thank you for your support of Corebridge.

Peter Zaffino	Kevin Hogan
Chairman of the Board	President and Chief Executive Officer

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Notice of Corebridge Financial, Inc.

2024 Annual Meeting of Stockholders

On behalf of the Corebridge Financial, Inc. (''Corebridge'') Board of Directors, I cordially invite you to attend the Corebridge 2024 Annual Meeting of Stockholders (the ''Annual Meeting'').

2024 Annual Meeting Details

Date and Time:	Location:
June 21, 2024	Live via the internet at
at 9:00 a.m. Eastern	www.virtualshareholder
Time (ET)	meeting.com/CRBG2024

Record Date:

April 23, 2024

If you owned shares of Corebridge common stock at the close of business on the record date, you are entitled to receive this notice and to vote during the meeting or by proxy.

How to Vote

Method

Details

Vote must be received or submitted by:

By Phone	1-800-690-6903	11:59 p.m. ET, June 20, 2024
Online Before the Meeting	www.proxyvote.com	11:59 p.m. ET, June 20, 2024
By Mail	Return your completed proxy card in	11:59 p.m. ET, June 20, 2024
the prepaid envelope
Online During the Meeting	Go to www.virtualshareholder	Before the polls close during the
meeting.com/CRBG2024	Annual Meeting

Proxies

The Corebridge Board of Directors is soliciting proxies to be voted at the Annual Meeting on June 21, 2024, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available, sent or given to stockholders beginning on or about April 29, 2024.

Items of Business

1. Elect thirteen directors for a one-year term ending at the 2025 Annual Meeting of Stockholders
2. Vote to approve the 2023 compensation of Corebridge's named executive officers on an advisory basis
3. Vote to ratify the appointment of PricewaterhouseCoopers LLP as Corebridge's independent registered public accounting firm for 2024
4. Transact any other business properly presented at the Annual Meeting

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Accessing the 2024 Annual Meeting

To participate in the 2024 Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any voting instruction form accompanying these proxy materials.

Please carefully review the 2024 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.

By order of the Board of Directors,

Christine Nixon

Executive Vice President, General Counsel and Corporate Secretary

We have adopted a virtual meeting format for the Annual Meeting to provide a convenient opportunity for our stockholders to participate from wherever they are located. We believe that the virtual meeting format affords our stockholders an opportunity for meaningful participation, and we have taken steps so that stockholders will be able to attend, vote and submit questions via the internet.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held virtually via the internet on June 21, 2024.

The 2024 Proxy Statement and our 2023 Annual Report are available free of charge in the Investors section of our website at www.corebridgefinancial.com.

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Table of Contents

Item	Page
Certain Important Terms	5
Proxy Statement Summary	7
Proposal 1 - Election of Directors	9
Corporate Governance	20
Security Ownership of 5% Beneficial Owners, Directors and Executive Officers	26
Related Party Transactions	29
Proposal 2 - Advisory Vote on Executive Compensation	46
Executive Compensation	47
Compensation Glossary	47
Compensation Highlights	48
Compensation Discussion and Analysis	50
Compensation Tables	65
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm	86
Voting Instructions and Information	89
Other Matters	92
Cautionary Statement Regarding Forward-Looking Information	95
Appendix A - Corebridge Non-GAAP Financial Measures	A-1
Appendix B - AIG Non-GAAP Financial Measures	B-1

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Certain Important Terms

Term

AGC

AIG

Means

AGC Life Insurance Company, a Missouri insurance company

AIG, Inc. and its subsidiaries other than the Company, unless the context refers to AIG, Inc. only

AIG Director	A director designated by AIG pursuant to its right under the Separation Agreement to
	designate a number of directors on each Corebridge Slate until the date on which AIG
	ceases to beneficially own at least 5% of Corebridge's common stock
AIG, Inc.	American International Group, Inc., a Delaware corporation and our controlling
	shareholder
AIG Life	AIG Life Ltd., a UK insurance company, and its subsidiary
AIGM	AIG Markets, Inc., a consolidated subsidiary of AIG
AIRCO	American International Reinsurance Company, Ltd., a consolidated subsidiary of AIG
Annual Meeting	Corebridge Financial, Inc. 2024 Annual Meeting of Stockholders
Argon	Argon Holdco LLC, a wholly-owned subsidiary of Blackstone Inc.
Audited consolidated	The consolidated balance sheets of the Company at December 31, 2023 and 2022
financial statements	and the related consolidated statements of income (loss), of comprehensive income
	(loss), of equity and of cash flows for each of the three years in the period ended
	December 31, 2023, including the related notes and financial statement schedules
BlackRock	BlackRock Financial Management, Inc.
Blackstone	Blackstone Inc. and its subsidiaries, unless the context refers to Blackstone Inc. only
Blackstone IM	Blackstone ISG-1 Advisors L.L.C.
Blackstone Stockholders'	Stockholders' Agreement, dated November 2, 2021, among Corebridge, AIG and
Agreement	Argon, as amended by the Amendment and Waiver of Consent and Voting Rights,
	dated March 11, 2024, among Corebridge, AIG, Argon, Blackstone and certain
	affiliates of Argon and Blackstone
Board	Corebridge Financial, Inc. Board of Directors
By-laws	Corebridge Financial, Inc. Second Amended and Restated By-laws
Certificate of	Corebridge Financial, Inc. Amended and Restated Certificate of Incorporation
Incorporation
CLO	Collateralized Loan Obligation
Commitment Letter	Commitment Letter, dated November 2, 2021, between Blackstone IM and
	Corebridge
Company	Corebridge and its consolidated subsidiaries, unless the context refers to
	Corebridge only
Controlled Company	A controlled company as defined by the NYSE Listed Company Manual

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Corebridge	Corebridge Financial, Inc.
Corebridge CEO	Corebridge's Chief Executive Officer
Corebridge Slate	Candidates for election as Corebridge directors proposed or recommended by the
	Board to Corebridge shareholders in connection with a meeting of shareholders
Corporate Governance	Corebridge Financial, Inc. Corporate Governance Guidelines
Guidelines
CRBGLH	Corebridge Life Holdings, Inc. (f/k/a AIG Life Holdings, Inc.), a Texas corporation
CRBGM	Corebridge Markets, LLC, a consolidated subsidiary of Corebridge
Exchange Act	Securities Exchange Act of 1934, as amended
Fortitude Re	Fortitude Reinsurance Company Ltd., a Bermuda insurance company
GAAP	Accounting principles generally accepted in the United States of America
IPO	Initial public offering of Corebridge common stock on September 14, 2022
Majority Holder	First date on which AIG ceases to beneficially own more than 50% of Corebridge's
Threshold Date	common stock
NYSE	New York Stock Exchange
PCAOB	Public Company Accounting Oversight Board
PwC	PricewaterhouseCoopers LLP
Registration Rights	Registration Rights Agreement, dated September 14, 2022, between AIG and
Agreement	Corebridge
RBC	Risk-based capital, a formula designed to measure the adequacy of an insurer's
	statutory surplus compared to the risks inherent in its business
SEC	U.S. Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Separation Agreement	Separation Agreement, dated September 14, 2022, between AIG and Corebridge
Tax Matters Agreement	Tax Matters Agreement, dated September 14, 2022, between AIG and Corebridge
Transition Services	Transition Services Agreement, dated September 14, 2022, between AIG and
Agreement	Corebridge
SMA	Certain separately managed account agreements between Corebridge and
	Blackstone IM
We, us, our	The Company, unless the context refers to Corebridge only

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Proxy Statement Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting.

Proposal	Board Recommendation	Page
1.	Elect thirteen directors for a one-year term ending at	FOR	9
	the 2025 Annual Meeting of Stockholders	each director nominee
2.	Approve, on an advisory basis, the 2023	FOR	46
	compensation paid to our named executive officers
3.	Ratify the appointment of PwC as our independent	FOR	86
	registered public accounting firm for 2024

What We Do

We make it possible for more people to take action in their financial lives. With more than $380 billion in assets under management and administration as of December 31, 2023, Corebridge is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures.

Corporate Governance Highlights

We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of shareholders. In connection with these efforts, we are committed to continuing to develop our governance practices to prepare for our anticipated full separation from AIG.

Key Governance Highlights

• Annual election of directors with equal voting rights per share
• Majority voting for directors in uncontested elections
• Regular meetings of independent directors in executive sessions without management
• Robust director and executive stock ownership guidelines
• Proxy access rights
• Shareholder rights to call a special meeting of shareholders
• Shareholder rights to act by written consent
• Robust clawback policies

• Directors generally may not stand for election after reaching age 75
• No supermajority voting requirements
• Directors are subject to limitations on board service at other public companies
• Board generally will not appoint a Committee Chair to serve for longer than a five-year term
• Directors' equity awards do not settle until they retire from the Board
• No hedging, pledging or short sales of Corebridge securities

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Compensation Highlights

Our executives have historically participated in compensation and benefit plans that are sponsored and administered by AIG. During 2022, we began the process of transitioning from AIG compensation and benefit plans to our own plans, and establishing our compensation policies and practices. In 2023, our executives participated in our direct compensation program, including the Corebridge Long Term Incentive Plan, as well as our own retirement, health and welfare plans.

The components of our executives' compensation in 2023 included direct compensation, indirect compensation and termination benefits as described in the following table. In addition, the Corebridge CEO received AIG performance share units (PSUs) pursuant to AIG's Long-Term Incentive Program.

Component

Direct Compensation

Base Salary

Description

Fixed cash compensation

Purpose

To fairly compensate executives for the responsibilities of their positions, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking

Short-Term Incentive	Variable annual cash incentive award	To drive business objectives and strategies
(STI) Awards	determined based on performance relative	and reward performance delivered during
	to corporate and individual goals	the year
Long-Term Incentive	Equity-based compensation in the form of	To reward long-term value creation, stock
(LTI) Awards	restricted stock units (RSUs) and stock	price appreciation, and align executive
	options	interests with those of our shareholders
Indirect Compensation

Retirement, Health and	Retirement savings, financial protection
Welfare Programs	and other compensation and benefits
	providing long-term financial support and
	security for employees

To assist with long-term financial support and security, including retirement savings

Termination Benefits

Severance Benefits	Lump sum payment and other benefits for	To offer competitive total compensation
	certain terminations of employment	packages and enable us to obtain a release
		of employment-related claims
Change-in-Control	Benefits in the event of termination	To help ensure ongoing retention of
Benefits	related to a change in control	executives when considering potential
		transactions that may create uncertainty
		as to their future employment and
		enable us to obtain a release of
		employment-related claims

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