DEF 14A of Brighthouse Financial, Inc.
Filed Apr 29, 2025 · FY20240001193125-25-101792
Board Composition Summary
Board Composition Summary
Board Composition Summary
| Name | Age | Demographic Information | Selected Skills and Qualifications | Principal Professional Experience | Independent | Committee Memberships | | Chuck Chaplin Chairman of the Board Director since 2017 | 68 | • Male • Black/ African American | • Senior Leadership • Insurance • Financial Services • Accounting/Financial Reporting • Public Company Board Experience | President, Chief Financial Officer, and Chief Administrative Officer, MBIA Inc. (Retired) | Yes | • Compensation and Human Capital • Executive • Finance and Risk • Nominating and Corporate Governance (Chair) | | Steve Hooley Director since 2020 | 62 | • Male • White/Caucasian | • Senior Leadership • IT/Cybersecurity • Financial Services • Accounting/Financial Reporting • Public Company Board Experience | Chairman, Chief Executive Officer, and President, DST Systems (Retired) | Yes | • Audit (Chair) • Executive • Investment | | Michael Inserra Director since 2024 | 63 | • Male • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Investments | Partner, Ernst & Young, LLP (Retired) | Yes | • Audit • Investment | | Carol Juel Director since 2021 | 52 | • Female • White/Caucasian | • IT/Cybersecurity • Financial Services • Risk Management • Regulation | Executive Vice President, Chief Technology and Operating Officer, Synchrony Financial | Yes | • Audit • Investment | | Eileen Mallesch Director since 2018 | 69 | • Female • White/Caucasian | • Accounting/Financial Reporting • Insurance • Financial Services • Investments | Senior Vice President and Chief Financial Officer, Nationwide Mutual Insurance Company (Retired) | Yes | • Compensation and Human Capital • Investment (Chair) • Nominating and Corporate Governance | | Diane Offereins Director since 2017 | 67 | • Female • White/Caucasian | • IT/Cybersecurity • Financial Services • Human Capital Management • Regulation | Executive Vice President and President – Payment Services, Discover Financial Services (Retired) | Yes | • Compensation and Human Capital (Chair) • Finance and Risk • Nominating and Corporate Governance | | Eric Steigerwalt Director since 2016 | 63 | • Male • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Investments • Risk Management | President and Chief Executive Officer, Brighthouse Financial, Inc. | No | • Executive (Chair) |
Board Composition Summary
| 6 | Proxy Summary |
Board Composition Summary
| Name | Age | Demographic Information | Selected Skills and Qualifications | Principal Professional Experience | Independent | Committee Memberships | | Paul Wetzel Director since 2017 | 65 | • Male • White/Caucasian | • Senior Leadership • Financial Services • Regulation • Risk Management | Chairman of the Global Financial Institutions Group, Deutsche Bank Securities Inc. (Retired) | Yes | • Compensation and Human Capital • Finance and Risk (Chair) • Nominating and Corporate Governance | | Lizabeth Zlatkus Director since 2024 | 66 | • Female • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Public Company Board Experience • Risk Management | Executive Vice President and Chief Risk Officer, The Hartford Financial Services Group (Retired) | Yes | • Audit • Finance and Risk |
Board Composition Summary
| Proxy Summary | 7 |
The Board of Directors
The Board of Directors Nominees for Election as Directors for Terms Expiring in 2026
The Board of Directors
| Age: 68 Director since: 2017 Committees: • Compensation and Human Capital • Executive • Finance and Risk • Nominating and Corporate Governance (Chair) | C. Edward (“Chuck”) Chaplin Chairman of the Board Independent Director Skills and Qualifications Mr. Chaplin is qualified to serve on our Board on the basis of his leadership skills, financial expertise, and deep experience in the insurance industry. | | | | Career Highlights • MBIA, Inc., a provider of financial guarantee insurance (2006 – 2017) • President, Chief Financial Officer, and Chief Administrative Officer (2008 – 2016) • Vice President and Chief Financial Officer (2006 – 2008) • Prudential Financial, Inc., a global insurance and financial services firm (1983 – 2006) • Positions of increasing responsibility, culminating with Senior Vice President and Treasurer | Other Public Company Directorships • MGIC Investment Corp. (2014 – present) Past Public Company Directorships None Other Experience and Service • Rutgers University, Trustee • Executive Leadership Council, Member • Newark School of the Arts, Trustee Emeritus Education • BA, Rutgers College • Master of City and Regional Planning, Harvard University |
The Board of Directors
| Age: 62 Director since: 2020 Committees: • Audit (Chair) • Executive • Investment | Stephen C. (“Steve”) Hooley Independent Director Skills and Qualifications Mr. Hooley is qualified to serve on our Board on the basis of his experience as a chief executive officer, expertise in technology and financial services, and public company board experience. | | | | Career Highlights • DST Systems, Inc., a provider of information processing software and services (2009 – 2018) • Chairman, Chief Executive Officer and President (2014 – 2018) • President and Chief Executive Officer (2012 – 2014) • President and Chief Operating Officer (2009 – 2012) • State Street Corporation, a financial services company (1992 – 2009) • Various leadership positions, culminating as Chief Executive Officer and President, Boston Financial Data Services Corporation, a financial services company which was a joint venture between State Street Corporation and DST Systems (2004 – 2009) | Other Public Company Directorships • Q2 Holdings, Inc. (2020 – present) Past Public Company Directorships • Legg Mason Inc. (2019 – 2020) • DST Systems, Inc. (2012 – 2018) • Stericycle Inc. (2019 – 2024) Education • BS, Worcester Polytechnic Institute |
The Board of Directors
| Proposal 1 — Election of Directors | 13 |
The Board of Directors
| Age: 63 Director since: 2024 Committees: • Audit • Investment | Michael J. Inserra Independent Director Skills and Qualifications Mr. Inserra is qualified to serve on our Board on the basis of his deep experience in the financial services industry and accounting and audit services as well as his strong leadership skills and operational expertise. | | | | Career Highlights • Independent consultant (2021 – present) • Ernst & Young LLP, an accounting and professional services firm (1983 – 2008, 2010 – 2021) • Partner (1993 – 2021) • Americas Deputy Managing Partner (2015 – 2020) • Vice Chair and Managing Partner, Financial Services Organization (2013 – 2015) • Moore Capital Management, a private global investment firm (2008 – 2010) Other Public Company Directorships None | Past Public Company Directorships None Other Experience and Service • Brighthouse Life Insurance Company of NY, an indirect wholly owned subsidiary of Brighthouse Financial (“BLICNY”) (2021 – 2024) • Certified Public Accountant • American Institute of Certified Public Accountants, Member • New York State Society of Certified Public Accountants, Member • Fordham University Gabelli School of Business, Advisory Board Education • BS, Fordham University |
The Board of Directors
| Age: 52 Director since: 2021 Committees: • Audit • Investment | Carol D. Juel Independent Director Skills and Qualifications Ms. Juel is qualified to serve on our Board on the basis of her background as a senior technology and operations executive with deep technology, cybersecurity, and financial services experience. | | | | Career Highlights • Synchrony Financial, a financial services company (2014 – present) • Executive Vice President, Chief Technology and Operating Officer (2021 – present) • Executive Vice President, Chief Information Officer (2014 – 2021) • General Electric Company, a multinational conglomerate (2004 – 2014) • Chief Information Officer, GE Capital Retail Finance (2011 – 2014) • Vice President, Information Technology, GE Money (2004 – 2011) • Accenture, a professional services and consulting company (1995 – 2004) • Senior Manager, Financial Services | Other Public Company Directorships None Past Public Company Directorships None Other Experience and Service • Girls Who Code, Chair, Board of Directors • College of the Holy Cross, Trustee Education • BA, College of the Holy Cross |
The Board of Directors
| 14 | Proposal 1 — Election of Directors |
The Board of Directors
| Age: 69 Director since: 2018 Committees: • Compensation and Human Capital • Investment (Chair) • Nominating and Corporate Governance | Eileen A. Mallesch Independent Director Skills and Qualifications Ms. Mallesch is qualified to serve on our Board on the basis of her financial expertise, experience in the insurance industry, and public company board experience. | | | | Career Highlights • Nationwide Mutual Insurance Company, a U.S. insurance and financial services company (2005 – 2009) • Senior Vice President and Chief Financial Officer of property and casualty insurance business • General Electric, a multinational conglomerate (1998 – 2005) • Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company (2003 – 2005) • Vice President and Chief Financial Officer of GE Financial Employer Services Group (2000 – 2003) • Controller, GE Americom (1998 – 2000) • Asea Brown Boveri, Inc., a multinational power and automation technologies company (1993 – 1998) • International Business Area Controller, Energy Ventures | • PepsiCo, Inc., a multinational food and beverage company (1988 – 1993) • Arthur Andersen, a professional services firm (1985 – 1988) Other Public Company Directorships • Arch Capital Group Ltd. (2021 – present) • Fifth Third Bancorp (2016 – present) Past Public Company Directorships • State Auto Financial Corporation (2010 – 2021) • Libbey Inc. (2016 – 2020) • Bob Evans Farms, Inc. (2008 – 2018) Other Experience and Service • American Institute of Certified Public Accountants, Member Education • BS, City University of New York (CUNY) |
The Board of Directors
| Age: 67 Director since: 2017 Committees: • Compensation and Human Capital (Chair) • Finance and Risk • Nominating and Corporate Governance | Diane E. Offereins Independent Director Skills and Qualifications Ms. Offereins is qualified to serve on our Board on the basis of her deep financial services, information technology, and cybersecurity experience. | | | | Career Highlights • Discover Financial Services, a direct banking and payment services company (1998 – 2023) • Executive Vice President and President, Payment Services (2010 – 2023) • Executive Vice President, Payment Services (2008 – 2010) • Executive Vice President and Chief Technology Officer (1998 – 2008) Other Public Company Directorships • Flywire Corporation (2023 – present) | Past Public Company Directorships • West Corporation (2015 – 2017) Other Experience and Service • Lendbuzz Insurance, LLC, Board of Directors (2024 – present) • Bluecode, Board of Directors (2023 – present) • The Chicago Network, former Chair • Children’s Home + Aid, Member, Board of Trustees Education • BBA, Loyola University, New Orleans |
The Board of Directors
| Proposal 1 — Election of Directors | 15 |
The Board of Directors
| Age: 63 Director since: 2016 Committees: • Executive (Chair) | Eric T. Steigerwalt President and Chief Executive Officer Skills and Qualifications Mr. Steigerwalt is qualified to serve on our Board on the basis of his deep knowledge of our business, extensive experience in the insurance industry, leadership skills, and broad knowledge of corporate strategy, finance, and investments. Career Highlights • Brighthouse Financial, Inc. (2016 – present) • President and Chief Executive Officer • MetLife, Inc., a global insurance and financial services company (1998 – 2017) • Executive Vice President, U.S. Retail (2012 – 2017) • Executive Vice President and Interim Chief Financial Officer (2011 – 2012) • Executive Vice President, Chief Financial Officer of U.S. Business (2010 – 2011) • Senior Vice President and Chief Financial Officer of U.S. Business (2009 – 2010) • Senior Vice President and Treasurer (2007 – 2009) • Senior Vice President and Chief Financial Officer of Individual Business (2003 – 2007) • AXA S.A., a financial services and insurance company (1993 – 1998) Other Public Company Directorships • FTI Consulting, Inc. (March 2025 – present) Past Public Company Directorships None Other Experience and Service • American Council of Life Insurers (2018 – present) • Member, Board of Directors • Member, Consumer and Tax Steering Committees Education • BA, Drew University |
The Board of Directors
| 16 | Proposal 1 — Election of Directors |
The Board of Directors
| Age: 65 Director since: 2017 Committees: • Compensation and Human Capital • Finance and Risk (Chair) • Nominating and Corporate Governance | Paul M. Wetzel Independent Director Skills and Qualifications Mr. Wetzel is qualified to serve on our Board on the basis of his extensive experience advising financial services firms and knowledge of investment banking and corporate strategy. | | | | Career Highlights • Deutsche Bank Securities Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank AG (“Deutsche Bank”) (2009 – 2016) • Chairman, Global Financial Institutions Group (2013 – 2016) • Head of the Japan Investment Banking Coverage and Advisory Group (2011 – 2013) • Other positions of increasing responsibility at Deutsche Bank or its subsidiaries • Merrill Lynch & Co., Inc., a global investment bank and financial services firm (1992 – 2009) • Positions of increasing responsibility in investment banking with a focus on financial institutions | Other Public Company Directorships None Past Public Company Directorships None Other Experience and Service • Eleven Canterbury, Consultant (2021 – present) • Rockefeller Capital Management, Consultant (2018 – present) • National Association of Corporate Directors, Board Leadership Fellow Education • BS, Business Administration, State University of New York at Buffalo • MBA, Finance and Accounting, University of Chicago Graduate School of Business |
The Board of Directors
| Age: 66 Director since: 2024 Committees: • Audit • Finance and Risk | Lizabeth H. Zlatkus Independent Director Skills and Qualifications Ms. Zlatkus is qualified to serve on our Board on the basis of her deep experience in the insurance industry, financial expertise, and public company board experience. | | | | Career Highlights • The Hartford Financial Services Group, an investment and insurance company (1983 – 2011) • Various leadership positions, culminating as Executive Vice President and Chief Risk Officer (2010 – 2011), Executive Vice President and Chief Financial Officer (2008 – 2010), and President, International and Group Benefits Divisions (2006 – 2008) Other Public Company Directorships • Pathward Financial, Inc. (f/ Meta Financial Group) (2021 – present) • AXIS Capital Holdings Limited (2019 – present) | Past Public Company Directorships • Boston Private Financial Holdings, Inc. (2015 – 2021) • Indivior PLC (2016 – 2019) • DXC Technology Company (2016 – 2017) • Legal & General Group plc (2013 – 2016) Other Experience and Service • The Connecticut Science Center, Member, Board of Trustees, former Chair Education • BS, Penn State University |
The Board of Directors
| Board and Corporate Governance Practices — Commitment to Effective Corporate Governance | 17 |
Information About Our Board Committees
Information About Our Board Committees The Board has established six standing Committees to assist it in carrying out its duties: Audit; Compensation and Human Capital; Executive; Finance and Risk; Investment; and Nominating and Corporate Governance. Each Committee has a Board-approved, written charter that describes such Committee’s roles and responsibilities. Copies of the charters of the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees are posted on Brighthouse Financial’s website at http://investor.brighthousefinancial.com/corporate-governance/governance-overview. The Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees all comply with applicable SEC and Nasdaq requirements, and are chaired by, and consist solely of, Independent Directors. The Committee Chairs approve the meeting agendas for their respective Committees. Each Committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee conducts an evaluation of its performance and reviews the adequacy of, and proposes any applicable changes to, its charter for Board approval. Each Committee has full authority to retain, at Brighthouse Financial’s expense, independent advisors or consultants. Additional information about our Committees follows, including their composition, the number of meetings they held in 2024, and their primary roles and responsibilities.
Information About Our Board Committees
| Committee | Members | Description | | Audit Committee (1) Meetings held in 2024: 10 | Steve Hooley (Chair) Michael Inserra Carol Juel Lizabeth Zlatkus | The Audit Committee oversees the Company’s accounting and financial reporting processes; internal control over financial reporting and disclosure and controls procedures; and the work of internal audit and the independent auditor, including their respective audit plans and results. The Audit Committee also oversees the engagement and continued independence of the Company’s independent auditor, assesses its performance, and approves its compensation. The Audit Committee oversees our legal and regulatory compliance processes and programs; information technology, data privacy, and cybersecurity; and issues relating to the integrity of management and compliance with the Company’s codes of conduct. | | Compensation and Human Capital Committee (2) Meetings held in 2024: 6 | Diane Offereins (Chair) Chuck Chaplin Eileen Mallesch Paul Wetzel | The Compensation and Human Capital Committee oversees the Company’s compensation and benefits policies and programs for our executives, including equity and non-equity incentive compensation plans and arrangements, awards under such plans, severance benefits, stock ownership guidelines, and hedging, pledging, and compensation recovery policies. The Compensation and Human Capital Committee also oversees human capital matters, including pay equity; talent and leadership development; the Company’s efforts to attract, engage and retain talent; culture; our inclusion and belonging strategy; and succession planning for the CEO and other executives. For additional information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see “Compensation Discussion and Analysis.” | | Executive Committee Meetings held in 2024: None | Eric Steigerwalt (Chair) Chuck Chaplin Steve Hooley | The Executive Committee acts on behalf of the entire Board with respect to certain exigent matters between meetings of the Board. | | Finance and Risk Committee (3) Meetings held in 2024: 6 | Paul Wetzel (Chair) Chuck Chaplin Diane Offereins Lizabeth Zlatkus | The Finance and Risk Committee oversees the Company’s financial plan, policies, and strategies (including capital and liquidity management strategies, the capitalization of Brighthouse Financial and its subsidiaries, and our hedging strategy) and measures Brighthouse Financial’s performance against its business and financial plans; and the Company’s risk management policies and practices. The Finance and Risk Committee oversees and approves actions and policies relating to equity and debt issuances, share repurchase programs, dividends, and mergers and acquisitions. |
Information About Our Board Committees
| Board and Corporate Governance Practices — Director Compensation | 27 |
Information About Our Board Committees
| Committee | Members | Description | | Investment Committee (3) Meetings held in 2024: 5 | Eileen Mallesch (Chair) Steve Hooley Michael Inserra Carol Juel | The Investment Committee oversees, on a consolidated basis, the activities and performance of Brighthouse Financial and its subsidiaries’ general accounts and consolidated separate accounts. The Investment Committee also oversees the enterprise investment strategy, including the review and approval of Enterprise Investment Authorities (“EIAs”) relating to our general accounts and consolidated separate accounts, and the compliance of our investments with our EIAs. In addition, the Investment Committee oversees the execution of our investments operating model, which includes oversight of our engagement of external asset managers. | | Nominating and Corporate Governance Committee (3) Meetings held in 2024: 5 | Chuck Chaplin (Chair) Eileen Mallesch Diane Offereins Paul Wetzel | The Nominating and Corporate Governance Committee oversees the Company’s corporate governance policies and practices, including the Board and Committees’ structure and composition, recruitment and recommendation of Director nominees, Committee assignments, and determinations of Director independence. The Nominating and Corporate Governance Committee develops and oversees the annual self-evaluations for the Board and Committees, as well as the Director orientation process and continuing education programs. The Nominating and Corporate Governance Committee also oversees Brighthouse Financial’s codes of conduct, related person transaction policy (coordinating with the Audit Committee where appropriate), our government relations activities, and our sustainability program, including our approach to environmental issues and corporate responsibility. |
Information About Our Board Committees
| (1) All Audit Committee members are independent under applicable SEC and Nasdaq rules and are “financially literate.” The Board has determined that Steve Hooley, Michael Inserra, and Lizabeth Zlatkus each qualifies as an “audit committee financial expert” under applicable SEC rules. |
Information About Our Board Committees
| (2) All Compensation and Human Capital Committee members are independent under applicable SEC and Nasdaq rules and are “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Information About Our Board Committees
| (3) All Finance and Risk Committee, Investment Committee, and Nominating and Corporate Governance Committee members are independent under applicable SEC and Nasdaq rules. |
Director Compensation
Director Compensation Our director compensation program is designed in a manner intended to fairly compensate our non-management Directors for their work as members of the Board and to align their interests with those of our stockholders by delivering over half of the annual retainer in the form of equity-based awards. In designing the Director compensation program, compensation was targeted at the median of the same comparator group we used for our NEOs (see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2024 Compensation Planning Process – Compensation Comparator Group”). The Nominating and Corporate Governance Committee regularly reviews director compensation and recommends changes to the Board as necessary. The following table sets forth the compensation program for our non-management Directors.
Director Compensation
| Description | Amount | Form | | Pay for Board Service | | | | Annual retainer | $285,000 | $120,000 cash and $165,000 equity | | Additional Pay for Service as Chairman or Committee Chair | | | | Chairman of the Board | $200,000 | 50% cash and 50% equity | | Audit Committee Chair | $35,000 | 100% cash | | Other Committee Chairs (Compensation and Human Capital; Nominating and Corporate Governance; Finance and Risk; Investment) | $22,000 | 100% cash |
Director Compensation
| 28 | Board and Corporate Governance Practices — 2024 Director Compensation Table |
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Chuck Chaplin | $242,000 | $264,942 | $506,942 | | Steve Hooley | $155,000 | $164,973 | $319,973 | | Michael Inserra | $97,500 | $192,460 | $289,960 | | Carol Juel | $120,000 | $164,973 | $284,973 | | Eileen Mallesch | $142,000 | $164,973 | $306,973 | | Diane Offereins | $142,000 | $164,973 | $306,973 | | Paul Wetzel | $142,000 | $164,973 | $306,973 | | Lizabeth Zlatkus | $90,000 | $192,460 | $282,460 |
2024 Director Compensation Table
| (1) Fees Earned or Paid in Cash. Each non-management Director is entitled to receive an annual cash retainer of $120,000, or a prorated amount for a shorter period of service. We provide additional retainers to the Chairman and to each Director who serves as the Chair of a standing Committee, the amounts of which are set forth above under the heading “Director Compensation.” All cash retainers are paid in quarterly installments, unless deferred. Mr. Inserra received $7,500 as a prorated portion of the annual cash retainer for his service as an independent director of BLICNY during the first quarter of 2024. |
2024 Director Compensation Table
| (2) Stock Awards. As part of their annual retainers for 2024, each non-management Director was granted an equity award of 3,850 RSUs on June 6, 2024, with an aggregate grant date fair value equal to $164,973. Upon Mr. Inserra’s and Ms. Zlatkus’ election to the Board on April 9, 2024, each received a prorated portion of the annual equity award of 547 RSUs, with an aggregate grant date fair value equal to $27,487. For his service as Chairman, Mr. Chaplin was granted an additional equity award of 2,333 RSUs on June 6, 2024, with an aggregate grant date fair value equal to $99,969. Amounts in this column represent the aggregate grant date fair value of each applicable award of RSUs, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity awards, see Note 12 of the Notes to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). As of December 31, 2024, the Directors listed in the above table held the following number of outstanding, unvested RSUs: Chaplin (6,183); Hooley (3,850); Inserra (3,850); Juel (3,850); Mallesch (3,850); Offereins (3,850); Wetzel (3,850); and Zlatkus (3,850). |
2024 Director Compensation Table
| Board and Corporate Governance Practices — Director Stock Ownership Guidelines; Codes of Conduct | 29 |
Compensation Philosophy
| • | Encouraging long-term decision-making: our LTI compensation program includes awards with multiyear, overlapping performance or restriction periods; |
Compensation Philosophy
| • | Avoiding problematic pay practices: we do not provide excessive perquisites, excessive change-of-control severance pay, or excise tax gross-ups, and we will not reprice stock options without stockholder approval; and |
What’s New With Our 2024 Compensation Program
| STI Program | | | | STI Metric | Weighting | Performance Link | | Corporate Expenses | 40% | Effectively managing our expenses by adopting and maintaining an operating model that emphasizes disciplined expense management is a core element of our strategy. | | Sales | 40% | Key driver of revenues and an important indicator of our growth prospects and the strength of our franchise. | | Normalized Statutory Earnings | 20% | Key metric used by management to measure our insurance companies’ ability to pay future distributions and incorporates the effectiveness of our hedging program as well as other factors related to our business. |
What’s New With Our 2024 Compensation Program
| LTI Program | | | | LTI Metric | Weighting/ Modifier | Performance Link | | Net Cash Flow to the Holding Company | 60% | Measures net capital distributions from Brighthouse Financial’s operating companies, which strengthen our holding company balance sheet and provide management with flexibility to deploy our capital for various purposes, including return of capital to stockholders. | | Statutory Expense Ratio | 40% | An operating efficiency metric that reflects the ratio of statutory operating expenses to statutory premiums and fee income, and which measures our performance in key strategic areas of expense management and sales growth. | | rTSR Modifier | ±10% | At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s total shareholder return (“TSR”) relative to the TSR of a comparator group of companies with high correlation to our industry. |
Compensation Highlights
Compensation Highlights 2024 STI Awards. The table below presents our 2024 metrics for STI Awards (“STI Metrics”), which measure our performance in the areas that are critical to meeting our strategic goals for the year. Brighthouse Financial performance in 2024 resulted in an aggregate Company Performance Factor of 106%. For additional information about our STI Awards, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – Elements of 2024 Compensation” and “– 2024 Short-Term Incentive Awards.” STI Awards are made under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan.
Compensation Highlights
| 2024 STI Metrics (weighting) | Results | Payout Percentage (1) | | Corporate Expenses (40%) | $820M | 150% | | Sales (40%) | | 115% | | Annuity (80%) | $10.048B | 116% | | Life (20%) | $120M | 111% | | Normalized Statutory Earnings (20%) | $(1,285)M | 0% | | 2024 Company Performance Factor | | 106% |
Compensation Highlights
2024 LTI Awards. In the first quarter of 2024, the Independent Directors (with respect to the CEO) and the Compensation and Human Capital Committee (with respect to the other NEOs) awarded LTI awards to each of the NEOs at their respective Target LTI levels. The 2024 LTI Awards were a mix of RSUs and PSUs. The 2024 PSUs will reward our NEOs for Brighthouse Financial’s performance over the 2024-2026 performance period. The number of shares issued, if any, at the end of the performance period will depend on the Company’s performance. For information about our 2024 LTI awards, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – Elements of 2024 Compensation” and “– 2024 Long-Term Incentive Awards.” 2022 PSU Payouts. In the first quarter of 2025, the NEOs received payouts with respect to PSUs granted as part of the 2022 LTI program. The value of these PSUs was based on the Company’s performance for the 2022-2024 performance period against PSU metrics approved by the Compensation and Human Capital Committee and described below. For information about our 2022 PSU Payouts, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2022 PSU Payouts.”
Compensation Highlights
| 2022 PSU Metrics (weighting) | Results | Payout Percentage (1) | | Statutory Expense Ratio (60%) | 7.61% | 94% | | Net Cash Flow to the Holding Company (40%) | $288M | 64% | | 2022 PSU Payout | | 82% |
CEO Compensation
| Name | Base Salary | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt | $1,050,000 | 210% | 625% | $9,817,500 |
CEO Compensation
| Name | 2024 STI Target | 2024 STI Payout Percentage | 2024 STI Award | | Eric Steigerwalt | $2,205,000 | 98% | $2,160,900 |
CEO Compensation
2024 LTI Award. In the first quarter of 2024, the Independent Directors approved a 2024 LTI Award for Mr. Steigerwalt at his LTI target of $6,562,500, consisting of 70% PSUs and 30% RSUs. The number of PSUs earned, if any, will depend on Brighthouse Financial’s performance against the PSU compensation metrics (“PSU Metrics”) over the 2024-2026 performance period. Additional information about Mr. Steigerwalt’s STI and LTI Awards is presented in “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program” and “Compensation Tables.”
2024 Compensation Planning Process
2024 Compensation Planning Process Benchmarking Process. Our Human Resources organization (“HR”) led our 2024 market benchmarking process. We use benchmarking to provide context for the 2024 compensation recommendations for our Senior Leadership Management Group (the “SLMG”), which includes our NEOs and other members of our senior management team. In developing its recommendations, HR consulted with Willis Towers Watson (“WTW”), which serves as management’s compensation consultant.
2024 Compensation Planning Process
In setting Target TDC for the members of the SLMG, we have adopted a pay positioning strategy that generally seeks to position Target TDC in reference to market median. We modify the pay positioning of individual SLMG members due to a variety of factors, including criticality of role, performance, experience, and retention. We also review the positioning of discrete elements of SLMG members’ compensation, including base salary, target STI, total cash compensation (base salary plus target STI), and LTI. To determine pay positioning, we primarily use WTW’s proprietary database of executive compensation at large diversified insurers, which we supplement with a select compensation comparator group, as described below. Compensation Comparator Group. For compensation benchmarking purposes, we also used a group of peer companies within our industry that are similar to us in terms of assets and revenues and with which we compete for executive talent (the “Comparator Group”). HR, with input from WTW, constructed the Comparator Group and used the companies in the Comparator Group as a second market reference for benchmarking and setting context for pay recommendations for our NEOs and other members of the SLMG. In constructing the Comparator Group, we aimed to select the most appropriate companies against which Brighthouse Financial’s compensation-related performance should be measured. The Comparator Group consists of thirteen publicly traded companies in the insurance industry with assets and/or revenues between approximately 0.25 to 2.0 times those of Brighthouse Financial. As Brighthouse Financial exclusively sells individual life and annuities products in the United States, comparably sized insurers with a meaningfully different business mix or with significant global operations were excluded from the Comparator Group. Applying these criteria, the Compensation and Human Capital Committee, in consultation with the Committee’s independent compensation consultant, Semler Brossy, determined to use the companies set forth below as its Comparator Group:
2024 Compensation Planning Process
For 2025 compensation planning, the Compensation and Human Capital Committee made two changes to the peer group: removing American Equity Investment Life Holding Company, in light of its acquisition by Brookfield Reinsurance, and adding Corebridge Financial, Inc., which recently became a public, standalone company with a similar business mix and scale. The Compensation and Human Capital Committee will continue to annually review the Comparator Group to include companies of a similar size and business mix and with which Brighthouse Financial competes in the talent market.
Elements of 2024 Compensation
| Component | Form | Purpose | | Base Salary | Cash (Fixed) | Base salary provides a fixed amount of compensation for service during the year. Base salary is determined based upon a variety of factors, including scope of responsibilities, individual performance, and market data. In line with our pay-for-performance philosophy, Target TDC has been structured so that base salary is the smallest component of pay for our NEOs. | | Short-Term Incentive (STI) Awards | Cash (Variable) | STI awards are annual cash incentive awards that reward NEOs for their performance in 2024. Payout amounts were based both upon the Company’s performance against the 2024 STI Metrics approved by the Compensation and Human Capital Committee and upon the NEO’s individual performance. | | Long-Term Incentive (LTI) Awards | Equity (Variable) | LTI awards are stock-based awards that reward NEOs for their contributions to Brighthouse Financial’s long-term success. 2024 LTI awards consisted of PSUs, which will be paid out at the end of a three-year performance period based on Brighthouse Financial’s performance against quantitative goals, and RSUs, which vest annually in thirds. For the CEO, the LTI Award mix is 70% PSUs and 30% RSUs. For all other NEOs, the LTI Award mix is 60% PSUs and 40% RSUs. |
2024 Target Total Direct Compensation
| Name | Base Salary (1) | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt (2) | $1,050,000 | 210% | 625% | $9,817,500 | | Ed Spehar (3) | $650,000 | 150% | 290% | $3,510,000 | | Myles Lambert (4) | $650,000 | 140% | 200% | $2,860,000 | | Allie Lin | $525,000 | 125% | 175% | $2,100,000 | | John Rosenthal | $575,000 | 195% | 250% | $3,133,750 |
2024 Target Total Direct Compensation
| (2) Changes from Mr. Steigerwalt’s 2023 Target TDC included (i) a salary increase from $1,000,000 to $1,050,000, (ii) an increase to Target STI from 200% to 210% of base salary and (iii) an increase to Target LTI from 600% to 625% of base salary, resulting in an increase in Target TDC from $9,000,000 to $9,817,500. |
2024 Target Total Direct Compensation
| • | metrics should consist of operational or financial drivers of financial performance that are aligned with Brighthouse Financial’s long-term strategy; |
2024 Target Total Direct Compensation
| 2024 STI Metrics | Weighting | Definition | Performance Link | | Corporate Expenses | 40% | Corporate expenses includes functional department expenses, public company expenses, certain investment expenses, retirement funding, and incentive compensation. | Effectively managing our expenses is a core element of our strategy. Key challenges to meeting our expense target included navigating inflationary conditions and other macroeconomic factors while making investments to support the Company’s growth. | | Sales | 40% | Annuity sales (80%) – measured as total deposits for annuity products. Life sales (20%) – includes annualized new premium for term life; first-year paid premium for whole life, universal life, and variable universal life; and total paid premium for indexed universal life. | Since our establishment, annuity and life sales have been key drivers of our revenues and value. Annuities represent the greatest portion of our business. Meeting our sales goals involves achievement by organizations across the Company. Key challenges to achieving our sales goals included the uncertain macroeconomic environment and increased competition in certain product classes. | | Normalized Statutory Earnings | 20% | This metric is calculated as follows (as described in our 2024 Form 10-K): statutory pre-tax net gain (loss) from operations adjusted for the favorable or unfavorable impacts of (i) net realized capital gains (losses), (ii) the change in total asset requirement at CTE98*, net of the change in our variable annuity reserves, which are calculated at CTE70*, and (iii) unrealized gains (losses) associated with our variable annuities and Shield hedges, net of reinsurance, and other equity risk management strategies. Normalized statutory earnings (loss) may be further adjusted for certain unanticipated items that impact our results in order to help management and investors better understand, evaluate, and forecast those results. | Normalized Statutory Earnings is a key metric used by management to measure our insurance companies’ ability to pay future distributions and incorporates the effectiveness of our hedging program as well as other factors related to our business. It reflects factors that a broad population of STI participants directly impact and influence. This metric is the product of performance across key aspects of management’s strategy, including sales, capital, and expenses. In the long term, normalized statutory earnings contribute to our capacity to generate statutory free cash flow from our operating companies to the parent holding company. Key challenges to achieving our normalized statutory earnings goals included managing the volatility of market performance and interest rates, prudently managing our hedging strategy, and corporate expenses. |
2024 Target Total Direct Compensation
| • | Threshold: results in payout of 50% of target value |
2024 Target Total Direct Compensation
| • | Target: results in payout of 100% of target value |
2024 Target Total Direct Compensation
| • | Maximum: results in payout of 150% of target value |
2024 Target Total Direct Compensation
| • | 0% payout if the Company does not achieve the threshold performance level |
2024 Target Total Direct Compensation
| • | if threshold performance level is not achieved, then the payout can only be adjusted up to 55% of a metric’s target |
2024 Target Total Direct Compensation
| • | if threshold performance is achieved, then the payout can only be adjusted up to 20% above the Company’s actual performance against that metric |
2024 Target Total Direct Compensation
| | Performance Level | | | | | | STI Metrics (weighting) | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Percentage (1) | | Corporate Expenses (40%) | $910M | $870M | $840M | $820M | 150% | | Sales (40%) | | | | | 115% | | Annuity (80%) | $6.4B | $9.4B | $11.4B | $10.0B | 116% | | Life (20%) | $70M | $113M | $140M | $120M | 111% | | Normalized Statutory Earnings (20%) (2) | $(1.0)B | $300M | $600M | $(1.3)B | 0% | | 2024 Company Performance Factor | | | | | 106% |
2024 Short-Term Incentive Awards
2024 Short-Term Incentive Awards CEO Compensation. Mr. Steigerwalt, with input from HR and Finance, developed corporate performance goals (“CEO Goals”), which consisted of a mix of strategic and operational objectives, that would be used to assess his performance during 2024. In February 2024, the Compensation and Human Capital Committee reviewed the quantitative and qualitative metrics to measure the CEO’s performance and approved the CEO Goals. In January 2025, the Compensation and Human Capital Committee and the Independent Directors considered the Company’s performance overall, Mr. Steigerwalt’s performance against the CEO Goals, his other accomplishments in 2024, and
2024 Short-Term Incentive Awards
| 46 | Compensation Discussion and Analysis — Section 2 – 2024 Executive Compensation Program |
2024 Short-Term Incentive Awards
Mr. Steigerwalt’s self-assessment of his performance. The following table describes the 2024 CEO Goals and Mr. Steigerwalt’s key accomplishments.
2024 Short-Term Incentive Awards
| CEO Goal | 2024 Performance | | Reduce corporate expenses | • Managed corporate expenses of $820 million, which was $50 million better than plan. | | Increase annuity and life insurance sales | • Generated approximately $10 billion in annuity sales, exceeding our target. • Generated approximately $120 million in life insurance sales, exceeding our target. | | Deliver normalized statutory earnings | • Delivered a normalized statutory loss of $1.3 billion for full year 2024, which was significantly below our target. | | Achieve focus on growth priorities and operational capabilities | • Executed key annuity and life insurance initiatives to expand our complementary product portfolio and enable our growth ambitions, including: the launch of Brighthouse Shield II annuities; enhancements to Brighthouse SmartCare®, our indexed universal life product; expanded distribution of SmartGuard Plus(SM)and Brighthouse SecureKey(SM)Fixed Indexed Annuities in additional states and distribution partners; and the receipt of first deposits associated with BlackRock’s LifePath Paycheck(TM). • Exceeded targeted key partners retention rate and introduced related program to drive additional annuity sales; exceeded the prior year’s satisfaction rate among advisors for certain service experience-related metrics. • Drove cost-effective and efficient policy administration and improved service experience via execution against correspondence and online servicing initiatives. | | Enhance sustainability program relative to ESG risks and opportunities | • Supported corporate sustainability practices through enhanced procedures, establishment of priorities for material ESG matters, and improved metrics and ESG rating agency scores. • Published the Company’s third annual Corporate Sustainability Report, which included year-over-year improvements and adherence to TCFD and SASB framework criteria. • Engaged with external stakeholders, including institutional investors, regulators, and ESG analysts. | | Maintain strong culture and enhance inclusion and belonging | • Completed succession plans for all SLMG members and critical roles. • Achieved 100% compliance rate for goal-setting and development plan requirements for officers. • Drove talent initiatives to foster our inclusive culture through employee network groups and learning and development programs. • Sustained strong engagement among employees, as demonstrated by results of the Company’s employee engagement survey. |
2024 Short-Term Incentive Awards
The Compensation and Human Capital Committee determined that Mr. Steigerwalt delivered meaningful achievements against the 2024 CEO Goals. Based on the Company’s performance and Mr. Steigerwalt’s accomplishments, the Compensation and Human Capital Committee recommended, and the Independent Directors approved, the following STI Award to Mr. Steigerwalt.
2024 Short-Term Incentive Awards
| Name | 2024 STI Target | 2024 STI Payout Percentage | 2024 STI Award | | Eric Steigerwalt | $2,205,000 | 98% | $2,160,900 |
2024 Short-Term Incentive Awards
Compensation of the Other NEOs. In January 2025, the Compensation and Human Capital Committee considered each NEO’s individual overall performance and achievements in 2024 in relation to Brighthouse Financial’s goals. Mr. Steigerwalt also provided the Compensation and Human Capital Committee with his assessment of the other
2024 Short-Term Incentive Awards
| Compensation Discussion and Analysis — Section 2 – 2024 Executive Compensation Program | 47 |
2024 Short-Term Incentive Awards
NEOs’ 2024 performance. While each NEO’s performance was assessed on an individual basis against goals established early in 2024, the Compensation and Human Capital Committee generally aims to recognize that Brighthouse Financial’s performance is the result of the SLMG’s collective efforts to drive performance. Our other NEOs’ 2024 performance highlights are summarized below.
John Rosenthal, Executive Vice President and Chief Investment Officer
| Name | 2024 STI Payout Percentage | 2024 STI Award | | Ed Spehar | 98% | $955,500 | | Myles Lambert | 106% | $964,600 | | Allie Lin | 106% | $695,625 | | John Rosenthal | 102% | $1,143,675 |
2024 Long-Term Incentive Awards
2024 Long-Term Incentive Awards In early 2024, the Independent Directors, on the recommendation of the Compensation and Human Capital Committee, approved an LTI Award for Mr. Steigerwalt, and the Compensation and Human Capital Committee approved LTI awards for our other NEOs. The following table shows the breakdown of award vehicles chosen for the 2024 LTI Awards.
2024 Long-Term Incentive Awards
| Type of Award | Percentage of LTI Award | Vesting Schedule | | Performance Share Units (PSUs) | CEO: 70% Other NEOs: 60% | Cliff vest after year 3; the number of shares issued, if any, is subject to achievement of preestablished performance goals over the 2024-2026 performance period | | Restricted Stock Units (RSUs) | CEO: 30% Other NEOs: 40% | Ratable vesting over 3 years (1/3rd vests at each anniversary) |
2024 Long-Term Incentive Awards
Our 2024 LTI Awards were issued on March 1, 2024 (the “Grant Date”). The number of RSUs and PSUs awarded were determined by multiplying the dollar amount of the 2024 LTI Award by (i) 70% in the case of PSUs for the CEO or 60% for the other NEOs or (ii) 30% in the case of RSUs for the CEO or 40% for the other NEOs, and then dividing each product by the closing price of a share on the Grant Date (rounded down to the nearest whole share). The following table shows each NEO’s target 2024 LTI Award based on the value (rounded) of the LTI Award on the Grant Date.
2024 Long-Term Incentive Awards
| Name | LTI Award Value | Number of PSUs | Number of RSUs | | Eric Steigerwalt | $6,562,500 | 99,517 | 42,650 | | Ed Spehar | $1,885,000 | 24,501 | 16,334 | | Myles Lambert | $1,300,000 | 16,897 | 11,265 | | Allie Lin | $918,750 | 11,942 | 7,961 | | John Rosenthal | $1,437,500 | 18,685 | 12,456 |
2024 Long-Term Incentive Awards
Detailed information on the 2024 LTI Award for each NEO is reported in the “Grants of Plan-Based Awards in 2024” table. The 2024 PSUs will reward our NEOs for Brighthouse Financial’s performance over the 2024-2026 performance period. The number of shares issued, if any, at the end of the performance period will depend on the Company’s performance.
2024 Long-Term Incentive Awards
| Compensation Discussion and Analysis — Section 2 – 2024 Executive Compensation Program | 49 |
2024 Long-Term Incentive Awards
This is consistent with our pay-for-performance philosophy and helps ensure that the NEOs are compensated for their contributions to the Company’s achievement of the business goals set forth in the strategic plan. In establishing the 2024 PSU Metrics, the Compensation and Human Capital Committee was guided by the following principles:
2024 Long-Term Incentive Awards
| • | metrics should consist of key results-oriented financial measures that reflect the success of Brighthouse Financial’s long-term strategy; |
2024 Long-Term Incentive Awards
| • | metrics should be objective and measurable; |
2024 Long-Term Incentive Awards
| • | executive officers should have the ability to directly impact Brighthouse Financial’s performance; and |
2024 Long-Term Incentive Awards
| • | metrics should not incentivize management to engage in inappropriately risky behavior. |
2024 Long-Term Incentive Awards
Selection of the PSU Metrics was based on the Board’s review of the Company’s strategy and approval of the financial plan. In connection with this review, the Finance and Risk Committee recommended, for the Compensation and Human Capital Committee’s approval, metrics and performance levels that are aligned with the Company’s strategy and financial plan. In setting the performance levels, the Finance and Risk Committee and Compensation and Human Capital Committee considered the Company’s historical performance, risks and opportunities to achieving the goals, and other factors. The Compensation and Human Capital Committee set performance levels that it believes were appropriately rigorous and challenging for management to achieve. The following table presents a summary of our 2024 PSU Metrics.
2024 Long-Term Incentive Awards
| 2024 PSU Metrics | Weighting/ Modifier | Definition | Performance Link | | Net Cash Flow to the Holding Company | 60% | Net cash flow to the holding company measures net capital distributions from Brighthouse Financial’s operating companies. | Key metric that measures our cash flow, which strengthens our balance sheet and provides management with flexibility to deploy our capital for various purposes, including return of capital to stockholders. | | Statutory Expense Ratio | 40% | Statutory expense ratio is calculated by dividing expenses by direct premiums, assumed premiums (from sales of our fixed indexed annuities by third parties), and fee income. Statutory expense ratio may reflect certain infrequent and/or unpredictable adjustments unrelated to current period performance that are one-time or non-recurring in nature that adhere to our guidelines for normalizing adjustments. | An operating efficiency metric that reflects the ratio of statutory operating expenses to statutory premiums and fee income, which measures our performance in key strategic areas of expense management and sales growth. | | rTSR Modifier | ±10% | TSR is calculated by comparing the average of the applicable company’s closing stock prices over the 20 trading days immediately preceding the first day of the performance period with the average of the applicable company’s closing stock prices over the last 20 trading days of the performance period, including dividends (if any) when actually paid on a reinvested basis during the applicable period. | At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s TSR relative to the TSRs of a comparator group of comparable companies in the life insurance and annuities industry. See below for additional detail. |
2024 Long-Term Incentive Awards
| 50 | Compensation Discussion and Analysis — Section 2 – 2024 Executive Compensation Program |
2024 Long-Term Incentive Awards
The treatment of outstanding equity awards upon a termination of employment or a change of control is described below under the heading “Termination and Change of Control Benefits” and in the table “Potential Payments Upon Termination or Change in Control.” For each PSU Metric, the Compensation and Human Capital Committee approved a payout curve based on its evaluation of the likelihood of management achieving those performance levels, as outlined below:
2024 Long-Term Incentive Awards
| • | Threshold: results in payout of 50% of target value |
2024 Long-Term Incentive Awards
| • | Target: results in payout of 100% of target value |
2024 Long-Term Incentive Awards
| • | Maximum: results in payout of 150% of target value |
2024 Long-Term Incentive Awards
| • | 0% payout if the Company does not achieve the threshold performance level |
2024 Long-Term Incentive Awards
The Compensation and Human Capital Committee retains discretion to adjust payouts only where performance has been impacted by a significant, non-recurring event and such adjustment is aligned with the Company’s strategic goals. The Compensation and Human Capital Committee expects to exercise this discretion infrequently, if at all. rTSR Modifier. The 2024 PSUs include an rTSR modifier. At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s TSR relative to the TSR of a comparator group of companies (the “rTSR Comparator Group”). The following table illustrates how the rTSR Modifier will be applied:
2024 Long-Term Incentive Awards
| TSR Ranking Relative to the rTSR Comparator Group | Modifier Application | | ≥75th percentile | Add 10 percentage points | | >25th percentile and <75th percentile | No adjustment | | ≤25th percentile | Subtract 10 percentage points |
2024 Long-Term Incentive Awards
The rTSR Comparator Group is different from the Compensation Peer Group because we considered industry comparability as well as company size and other characteristics, such as market risk (beta) and asset leverage, that the Compensation and Human Capital Committee believes are more relevant for measuring TSR.
2024 Long-Term Incentive Awards
| CNO Financial Group, Inc. | Lincoln National Corporation | | Corebridge Financial, Inc. | Principal Financial Group, Inc. | | Equitable Holdings, Inc. | Prudential Financial, Inc. | | Jackson Financial Inc. | Unum Group |
2024 Long-Term Incentive Awards
If the Compensation and Human Capital Committee determines, in its informed judgment, that a significant event has occurred that the Compensation and Human Capital Committee expects to have, or the Compensation and Human Capital Committee determines has had, a substantial effect on the business or TSR of any company in the rTSR Comparator Group, the Compensation and Human Capital Committee will remove that company from the rTSR Comparator Group. A company that is removed from the rTSR Comparator Group before the end of the performance period will be excluded from the calculation of TSR ranking relative to the rTSR Comparator Group.
2024 Long-Term Incentive Awards
| Compensation Discussion and Analysis — Section 2 – 2024 Executive Compensation Program | 51 |
2022 PSU Payouts
2022 PSU Payouts In March 2025, the NEOs received payouts with respect to PSUs granted as part of the 2022 LTI program. The value of these PSUs was based on the Company’s performance for the 2022-2024 performance period against PSU metrics approved by the Compensation and Human Capital Committee, as described below.
2022 PSU Payouts
| 2022 PSU Metric (weighting) | Performance Level | | | Actual Results (2) | Payout Percentage (1) (2) | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | | Statutory Expense Ratio (60%) | 8.30% | 7.50% | 7.10% | 7.61%(2) | 94% | | Net Cash Flow to the Holding Company (40%) | $100M | $900M | $1.3B | $288M | 64% | | 2022 PSU Payout | | | | | 82% |
2022 PSU Payouts
| (1) Rounded up to the nearest whole number. |
2022 PSU Payouts
| (2) As reported in our 2023 and 2024 proxy statements, in 2022, Brighthouse Financial implemented a change to its statutory reporting to report certain investment-related rebate fees as deductions from investment income (whereas they were previously reported as investment expenses, which are included in operating expenses). The calculation of the statutory expense ratio is intended to reflect the Company’s operating efficiency and does not include this category of fees. In a manner consistent with the previous two years, the Compensation and Human Capital Committee considered this reporting change in its assessment of the Company’s actual performance against the statutory expense ratio target, reviewing performance levels established in 2022 as well as performance and targets aligned with the reporting change. In consideration of the results that would have been achieved had the reporting change been adopted at the commencement of the performance period, the Compensation and Human Capital Committee exercised its discretion to establish a 94% payout under this metric in order to maintain the link between operating efficiency performance and pay. The Compensation and Human Capital Committee did not use its discretionary authority to adjust the payout under the Net Cash Flow to the Holding Company metric. |
Role of the Compensation and Human Capital Committee and Others in Determining Compensation
| • | reviewed and approved our equity and non-equity incentive compensation plans and arrangements and, where appropriate or required, recommended such plans and arrangements for approval by the Board and/or our stockholders; and |
Benefit Plans
Benefit Plans Brighthouse Savings Plan and Auxiliary Plan. Our employees, including our NEOs, are eligible to participate in the Brighthouse Services, LLC Savings Plan and Trust (the “Brighthouse Savings Plan”), which is a tax-qualified 401(k) plan. In addition, certain employees, including our NEOs, are eligible to participate in the Brighthouse Services, LLC Auxiliary Savings Plan (the “Auxiliary Plan”), which is a nonqualified deferred compensation plan. Participants in the Auxiliary Plan receive Company matching and Company non-discretionary contributions that cannot be made to the Brighthouse Savings Plan because a participant’s compensation exceeds certain tax-qualified plan contribution limits imposed under the Internal Revenue Code of 1986, as amended (the “Code”). For the Company matching and Company non-discretionary contributions under the Brighthouse Savings Plan and Auxiliary Plan earned in 2024, see the “All Other Compensation” column in the “Summary Compensation Table for 2024.” Company matching and Company non-discretionary contributions in the Brighthouse Savings Plan and the Auxiliary Plan become 100% vested after the participant completes two years of service. Under the Auxiliary Plan, in the event of a change of control, all participants will be fully vested in all contributions, including earnings, under the Auxiliary Plan. In addition, no amendments can be made to the Auxiliary Plan after a change of control that would decrease the value of benefits accrued to any participant under the Auxiliary Plan as of the date of the change of control or change the time or form of distribution under the Auxiliary Plan to eliminate lump sum distributions or further defer the timing of payment. See the narrative following the “Nonqualified Deferred Compensation in 2024” table for additional information about the Auxiliary Plan. Voluntary Deferred Compensation Plan. The Brighthouse Services, LLC Voluntary Deferred Compensation Plan (“VDCP”), a nonqualified deferred compensation plan, allows a select group of highly compensated employees the opportunity to defer between 10% and 50% of eligible base salary and from 10% to 80% of STI awards. Amounts deferred are notionally invested in investment tracking funds selected by the participant. Participants can elect to have deferred compensation accounts paid, or begin to be paid, in a specific year, which cannot be earlier than May of the third calendar year following the year the compensation was earned, and can elect to receive distributions in either a single lump sum or up to 15 annual installments. In the event of a participant’s death before distributions commence or are completed, the participant’s account balance will be paid in a single lump sum to the participant’s beneficiary. In the event of a change of control, no amendments can be made to the VDCP after a change of control that would decrease the amount in a participant’s deferred compensation account accrued under the VDCP as of the date of the change of control or modify the time or form of distributions under the VDCP. The only NEO currently participating in the VDCP is Ms. Lin. See the narrative following the “Nonqualified Deferred Compensation in 2024” table for additional information about the VDCP. Limited Death Benefit Plan. Brighthouse Services, LLC (“Brighthouse Services”), a Brighthouse Financial subsidiary, maintains the Brighthouse Services, LLC Limited Death Benefit Plan (the “Limited Death Benefit Plan”) to provide a benefit to the participants who die while employed by Brighthouse Services or its designated affiliates. The participants are employees of Brighthouse Financial who are entitled to a “traditional formula” benefit upon retirement under the MetLife, Inc. Auxiliary Retirement Plan (the “MetLife ARP”) and whose employment transferred from MetLife Group, Inc. to Brighthouse Services in connection with the Separation from MetLife, Inc. Participants who die while employed by Brighthouse Financial are not entitled to a traditional formula benefit under the MetLife ARP. The Limited Death Benefit Plan provides the participants with a benefit in the form of a final wage payment that approximates the MetLife ARP benefit that would be lost should they die while employed by Brighthouse Financial. As of December 31, 2024, the Limited Death Benefit Plan had seven participants, of whom one, John Rosenthal, is an NEO. The potential amount of the benefit to be paid to Mr. Rosenthal is described in the “Potential Payments Upon Termination or Change in Control” table. As an offset to Brighthouse Services’ potential liabilities under the Limited Death Benefit Plan, Brighthouse Services maintains a company-owned life insurance (“COLI”) policy on the life of this NEO participant. Brighthouse Services is the beneficiary under the policy and will receive the COLI proceeds upon the insured’s death.
Termination and Change of Control Benefits
Termination and Change of Control Benefits The Brighthouse Services, LLC Executive Severance Pay Plan, as amended and restated (the “
Severance Plan
Severance Plan ”), provides severance pay and related benefits to certain terminated executive officers in consideration of a release of employment-related claims and subject to compliance with certain restrictive covenants. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Severance Plan. The Brighthouse Services, LLC Change of Control Severance Pay Plan, as amended (the “
Change of Control Plan
Change of Control Plan ”) provides a means to help us retain our senior executive officers while a transaction is pending or during the two-year transition period following the close of a transaction. We believe that the Change of Control Plan aligns the interests of such executives with those of our stockholders and promotes maximum stockholder value without limiting the Company’s flexibility to engage in, or successfully transition after, a transaction. Under the terms of the Change of Control Plan, a covered participant is eligible to receive severance payments if within two years following a change of control the participant (i) is terminated involuntarily without cause or (ii) discontinues employment for “good reason;” or if following the occurrence of a potential change of control the participant is terminated involuntarily without cause within six months prior to a change of control. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Change of Control Plan. As of December 31, 2024, we had no employment agreements or offer letters with any of our currently employed NEOs that provide for individual severance or change of control benefits. Equity awards held by our NEOs may vest and become payable in the event of termination or a change of control in accordance with the terms of the Employee Plan and the applicable award agreement (including the award agreement supplement). In addition, certain amounts credited to our NEOs under the Employee Plan may vest and become payable in the event of the NEO’s death or termination on or following the NEO’s “Rule of 65 Date,” which is the date that the sum of a participant’s age plus years of service (which for Brighthouse Financial employees at the time of the Separation includes MetLife service) equals or exceeds 65, provided the participant has at least five years of service. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Employee Plan.
Stock-Based Award Timing Practices
Stock-Based Award Timing Practices Stock-based LTI awards are expected to be granted on an annual basis to our executive officers, including the NEOs, in connection with Board and Compensation and Human Capital Committee meetings occurring in the first quarter of each year. The grant date of such awards generally occurs on or around March 1. Other stock-based awards may be granted from time to time in connection with other circumstances, including the hiring or change of responsibilities of an executive officer. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the Nasdaq on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the Nasdaq on the last trading day preceding the date of grant. | 2025 Proxy Statement
Stock-Based Award Timing Practices
No stock option awards, including off-cycle stock option awards, were granted to our NEOs in fiscal year 2024. During fiscal year 2024, we did not grant stock option awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2024.
2025 STI Program
2025 STI Program Our 2025 STI program is generally consistent with our 2024 program and our 2025 STI Metrics are unchanged from 2024. The Compensation and Human Capital Committee continues to believe that our STI Metrics are linked to Brighthouse Financial’s strategic goals and incentivize behaviors that drive the Company’s success.
2025 LTI Program
2025 LTI Program Our 2025 LTI program is generally consistent with our 2024 program. 2025 LTI Awards consist of the same mix of PSUs and RSUs as our 2024 LTI Awards. Our 2025 PSU Metrics are unchanged from 2024. The Compensation and Human Capital Committee continues to believe that our PSU metrics are linked to Brighthouse Financial’s strategic goals and incentivize behaviors that drive long-term value creation. The 2025 PSU metrics measure Brighthouse Financial’s performance over the 2025-2027 performance period. The actual number of shares issued pursuant to the PSUs, if any, at the end of the performance period will depend on the Company’s actual performance.
2025 Target Total Direct Compensation
| Name | Base Salary | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt | $1,050,000 | 210% | 625% | $9,817,500 | | Ed Spehar | $650,000 | 150% | 290% | $3,510,000 | | Myles Lambert | $650,000 | 140% | 200% | $2,860,000 | | Allie Lin (1) | $590,000 (2) | 125% | 190% | $2,448,500 | | John Rosenthal | $575,000 | 195% | 250% | $3,133,750 |
2025 Target Total Direct Compensation
| (1) Changes from Ms. Lin’s 2024 Target TDC include (i) a salary increase from $525,000 to $590,000 and (ii) an increase to Target LTI from 175% to 190% of base salary, resulting in an increase in Target TDC from $2,100,000 to $2,448,500. |
Summary Compensation Table for 2024
Summary Compensation Table for 2024
Summary Compensation Table for 2024
| Name and Title | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Eric Steigerwalt President and Chief Executive Officer | 2024 | $1,040,385 | $— | $6,562,428 | $2,160,900 | $305,120 | $10,068,833 | | | 2023 | $1,000,000 | $— | $5,999,954 | $2,680,000 | $326,031 | $10,005,985 | | | 2022 | $985,577 | $— | $5,999,954 | $2,460,000 | $304,655 | $9,750,186 | | Ed Spehar Executive Vice President and Chief Financial Officer | 2024 | $640,385 | $— | $1,884,943 | $955,500 | $151,876 | $3,632,704 | | | 2023 | $600,000 | $— | $1,739,996 | $1,206,000 | $160,301 | $3,706,297 | | | 2022 | $600,000 | $— | $1,739,915 | $1,107,000 | $148,083 | $3,594,998 | | Myles Lambert Executive Vice President and Chief Marketing and Distribution Officer | 2024 | $640,385 | $— | $1,299,957 | $964,600 | $149,951 | $3,054,893 | | | 2023 | $600,000 | $— | $1,199,967 | $1,125,600 | $153,152 | $3,078,719 | | | 2022 | $595,192 | $— | $2,199,932 | $1,033,200 | $137,525 | $3,965,849 | | Allie Lin Executive Vice President and General Counsel | 2024 | $515,385 | $— | $918,721 | $695,625 | $132,695 | $2,262,426 | | John Rosenthal Executive Vice President and Chief Investment Officer | 2024 | $575,000 | $— | $1,437,467 | $1,143,675 | $166,955 | $3,323,097 | | | 2023 | $570,192 | $— | $1,437,451 | $1,502,475 | $182,551 | $3,692,669 | | | 2022 | $550,000 | $— | $1,374,995 | $1,319,175 | $162,015 | $3,406,185 |
Summary Compensation Table for 2024
| (1) Salary. Amounts reported in the Salary column reflect the actual amount of base salary paid to each NEO in that year for services to Brighthouse Financial and its subsidiaries. For the relationship of each NEO’s 2024 base salary to that officer’s 2024 Target TDC, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2024 Target Total Direct Compensation.” |
Summary Compensation Table for 2024
| (2) Stock Awards. Amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures, of the 2024 LTI awards granted as RSUs and PSUs under the Employee Plan. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity awards, see Note 12 of the Notes to the Consolidated Financial Statements in our 2024 Form 10-K. |
Summary Compensation Table for 2024
| 2024 LTI Awards – For further discussion of the performance goals applicable to the PSU awards in 2024, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2024 Long-Term Incentive Awards.” |
Summary Compensation Table for 2024
| 60 | Compensation Tables — Summary Compensation Table for 2024 |
Summary Compensation Table for 2024
The table below reports the grant date fair value of the RSUs and PSUs (at the target performance level) granted in 2024 to our NEOs.
Summary Compensation Table for 2024
| Name | 2024 RSUs (#) | Grant Date Value of 2024 RSUs ($) | 2024 PSUs (#) | Grant Date Value of 2024 PSUs ($) | | Eric Steigerwalt | 42,650 | $1,968,724 | 99,517 | $4,593,704 | | Ed Spehar | 16,334 | $753,977 | 24,501 | $1,130,966 | | Myles Lambert | 11,265 | $519,992 | 16,897 | $779,965 | | Allie Lin | 7,961 | $367,479 | 11,942 | $551,242 | | John Rosenthal | 12,456 | $574,968 | 18,685 | $862,499 |
Summary Compensation Table for 2024
The following table reports the hypothetical grant date fair value of the PSUs if maximum performance was achieved. Maximum payout of the PSUs is 160% of target (150% for performance against the two PSU Metrics plus 10 percentage points for performance against the rTSR modifier).
Summary Compensation Table for 2024
| Name | Grant Date Value of 2024 PSUs at Maximum Performance Level ($) | | Eric Steigerwalt | $7,349,918 | | Ed Spehar | $1,809,518 | | Myles Lambert | $1,247,936 | | Allie Lin | $881,979 | | John Rosenthal | $1,379,999 |
Summary Compensation Table for 2024
| (3) Non-Equity Incentive Plan Compensation. The amounts in this column represent each NEO’s 2024 STI Award earned in respect of service in 2024. The terms of the STI Awards are summarized under “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2024 STI Metrics.” |
Summary Compensation Table for 2024
| (4) All Other Compensation. This column includes Company contributions to the Brighthouse Savings Plan and the Auxiliary Plan in respect of each NEO for 2024, in the following amounts. |
Summary Compensation Table for 2024
| Name | Brighthouse Savings Plan ($) | Auxiliary Plan ($) | | Eric Steigerwalt | $30,798 | $273,842 | | Ed Spehar | $30,766 | $120,630 | | Myles Lambert | $30,777 | $118,694 | | Allie Lin | $45,646 | $86,569 | | John Rosenthal | $31,276 | $135,200 |
Summary Compensation Table for 2024
In addition, for each NEO, includes an annual stipend of $480 for home office expenses (which is generally available on the same basis to all employees).
Summary Compensation Table for 2024
| Compensation Tables — Grants of Plan-Based Awards in 2024 | 61 |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table presents individual awards granted to each NEO for 2024. For information about these awards, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program.”
Grants of Plan-Based Awards in 2024
| Name | Grant Type | Grant Date (1) | Approval Date (1) | Estimated possible payouts under non-equity incentive plan awards ($) | | | Estimated future payouts under equity incentive plan awards (#) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards (3) | | | | | | Threshold (2) | Target | Maximum (2) | Threshold (2) | Target | Maximum (2) | | | | Eric Steigerwalt | Short-Term Incentive | | | $1,102,500 | $2,205,000 | $3,307,500 | | | | | | | | Restricted Stock Units (4) | 3/1/24 | 2/6/24 | | | | | | | 42,650 | $1,968,724 | | | Performance Share Units (5) | 3/1/24 | 2/6/24 | | | | 39,806 | 99,517 | 159,227 | | $4,593,704 | | Ed Spehar | Short-Term Incentive | | | $487,500 | $975,000 | $1,462,500 | | | | | | | | Restricted Stock Units (4) | 3/1/24 | 2/6/24 | | | | | | | 16,334 | $753,977 | | | Performance Share Units (5) | 3/1/24 | 2/6/24 | | | | 9,800 | 24,501 | 39,201 | | $1,130,966 | | Myles Lambert | Short-Term Incentive | | | $455,000 | $910,000 | $1,365,000 | | | | | | | | Restricted Stock Units (4) | 3/1/24 | 2/6/24 | | | | | | | 11,265 | $519,992 | | | Performance Share Units (5) | 3/1/24 | 2/6/24 | | | | 6,758 | 16,897 | 27,035 | | $779,965 | | Allie Lin | Short-Term Incentive | | | $328,125 | $656,250 | $984,375 | | | | | | | | Restricted Stock Units (4) | 3/1/24 | 2/6/24 | | | | | | | 7,961 | $367,479 | | | Performance Share Units (5) | 3/1/24 | 2/6/24 | | | | 4,776 | 11,942 | 19,107 | | $551,242 | | John Rosenthal | Short-Term Incentive | | | $560,625 | $1,121,250 | $1,681,875 | | | | | | | | Restricted Stock Units (4) | 3/1/24 | 2/6/24 | | | | | | | 12,456 | $574,968 | | | Performance Share Units (5) | 3/1/24 | 2/6/24 | | | | 7,474 | 18,685 | 29,896 | | $862,499 |
Grants of Plan-Based Awards in 2024
| (1) The 2024 LTI awards of PSUs and RSUs under the Employee Plan were approved by the Compensation and Human Capital Committee on February 6, 2024 and granted effective March 1, 2024. |
Grants of Plan-Based Awards in 2024
| (2) For the STI, the Threshold and Maximum reflect 50% and 150% of target, respectively. For the PSUs, the Threshold and Maximum reflect 40% and 160% of target, respectively. |
Grants of Plan-Based Awards in 2024
| (3) Amounts reported in this column reflect the grant date fair value of each equity-based award granted to the NEOs in 2024 calculated in accordance with ASC Topic 718, modified to exclude the effect of estimated forfeitures. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity-based awards, see Note 12 of the Notes to the Consolidated Financial Statements in our 2024 Form 10-K. The aggregate grant date fair value of the PSUs reflects the probable outcome of the performance conditions on the grant date. |
Grants of Plan-Based Awards in 2024
| 62 | Compensation Tables — Outstanding Equity Awards at 2024 Fiscal Year-End |
Grants of Plan-Based Awards in 2024
| (4) The Compensation and Human Capital Committee awarded RSUs to our NEOs as part of their 2024 LTI Awards under the Employee Plan. RSUs are scheduled to ratably vest at a rate of one-third of the award on the first three anniversaries of the Grant Date listed. The value at vesting will depend on Brighthouse Financial’s stock price at the time of vesting. For additional information about the RSUs, see “Compensation Discussion and Analysis – Section 2 –2024 Executive Compensation Program – 2024 Long-Term Incentive Awards.” |
Grants of Plan-Based Awards in 2024
| (5) The Compensation and Human Capital Committee awarded PSUs to our NEOs as part of their 2024 LTI Awards under the Employee Plan. PSUs cliff vest subject to achievement of specified performance criteria following the conclusion of the three-year performance cycle. Whether any PSUs actually vest and the value at vesting will depend on both Brighthouse Financial’s stock price at the time of vesting and Brighthouse Financial’s actual achievement of metrics approved by the Compensation and Human Capital Committee (Net Cash Flow to the Holding Company (60%) and Statutory Expense Ratio (40%)). Each PSU Metric has a threshold performance level (payout of 50% of target value), target performance level (100% of target value) and maximum performance level (150% of target value). For additional information about the PSUs, see “Compensation Discussion and Analysis – Section 2 – 2024 Executive Compensation Program – 2024 Long-Term Incentive Awards.” |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information concerning unexercised options and stock-based awards that have not vested for each NEO as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Eric Steigerwalt | 5/23/18 (NQSO) | 92,137 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/22 (RSU) | | | | | 12,484 | $599,731 | | | | | 3/1/22 (PSU) | | | | | 71,659 | $3,442,498 | | | | | 3/1/23 (RSU) | | | | | 20,565 | $987,943 | | | | | 3/1/23 (PSU) | | | | | | | 107,968 | $5,186,783 | | | 3/1/24 (RSU) | | | | | 42,650 | $2,048,906 | | | | | 3/1/24 (PSU) | | | | | | | 99,517 | $4,780,797 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Compensation Tables — Outstanding Equity Awards at 2024 Fiscal Year-End | 63 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Ed Spehar | 3/1/22 (RSU) | | | | | 4,827 | $231,889 | | | | | 3/1/22 (PSU) | | | | | 17,812 | $855,688 | | | | | 3/1/23 (RSU) | | | | | 7,952 | $382,014 | | | | | 3/1/23 (PSU) | | | | | | | 26,838 | $1,289,298 | | | 3/1/24 (RSU) | | | | | 16,334 | $784,685 | | | | | 3/1/24 (PSU) | | | | | | | 24,501 | $1,177,028 | | Myles Lambert | 5/23/18 (NQSO) | 15,816 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/22 (RSU) | | | | | 3,329 | $159,925 | | | | | 3/1/22 (PSU) | | | | | 12,284 | $590,123 | | | | | 7/1/22 (RSU) | | | | | 23,468 | $1,127,403 | | | | | 3/1/23 (RSU) | | | | | 5,484 | $263,451 | | | | | 3/1/23 (PSU) | | | | | | | 18,508 | $889,124 | | | 3/1/24 (RSU) | | | | | 11,265 | $541,171 | | | | | 3/1/24 (PSU) | | | | | | | 16,897 | $811,732 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 64 | Compensation Tables — Outstanding Equity Awards at 2024 Fiscal Year-End |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Allie Lin | 3/1/22 (RSU) | | | | | 308 | $14,796 | | | | | 3/1/22 (PSU) | | | | | 756 | $36,318 | | | | | 3/1/23 (RSU) | | | | | 3,798 | $182,456 | | | | | 3/1/23 (PSU) | | | | | | | 12,820 | $615,873 | | | 3/1/24 (RSU) | | | | | 7,961 | $382,446 | | | | | 3/1/24 (PSU) | | | | | | | 11,942 | $573,694 | | John Rosenthal | 5/23/18 (NQSO) | 22,522 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/22 (RSU) | | | | | 3,815 | $183,273 | | | | | 3/1/22 (PSU) | | | | | 14,076 | $676,211 | | | | | 3/1/23 (RSU) | | | | | 6,569 | $315,575 | | | | | 3/1/23 (PSU) | | | | | | | 22,171 | $1,065,095 | | | 3/1/24 (RSU) | | | | | 12,456 | $598,386 | | | | | 3/1/24 (PSU) | | | | | | | 18,685 | $897,627 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Represents non-qualified stock options (“NQSOs”) granted on March 1, 2018, and approved by stockholders on May 23, 2018, of which one-third vested annually on March 1 of each of 2019, 2020, and 2021. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The following RSUs vest one-third annually as follows: (i) RSUs granted on March 1, 2022 vest on March 1 of 2023, 2024, and 2025; (ii) RSUs granted on March 1, 2023 vest on March 1 of 2024, 2025, and 2026; and (iii) RSUs granted on March 1, 2024 vest on March 1 of 2025, 2026, and 2027. The RSUs granted to Mr. Lambert on July 1, 2022 cliff-vest on July 1, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| The PSUs granted on March 1, 2022 were paid out in the first quarter of 2025 at 82% of target value based on actual performance during the 2022-2024 performance period. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The market value of RSUs was determined by multiplying the number of shares by $48.04, the closing price of the shares on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Compensation Tables — Option Exercises and Stock Vested in 2024; Nonqualified Deferred Compensation in 2024 | 65 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| The market value of the 2022 PSUs was determined by multiplying the number of shares earned, determined based on actual performance during the 2022-2024 performance period, by $48.04, the closing price of the shares on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) PSUs cliff-vest subject to achievement of specified performance criteria. Shares reported above are based on performance through 2024 as follows: (i) PSUs granted on March 1, 2023 at maximum and (ii) PSUs granted on March 1, 2024 at target. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The market value of PSUs was determined by multiplying the number of shares reported above by $48.04 (the closing price of the shares on December 31, 2024). |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides information regarding all RSUs and PSUs held by the NEOs that vested during 2024. No options were exercised by any NEO during 2024.
Option Exercises and Stock Vested in 2024
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Eric Steigerwalt | 123,644 | $5,707,407 | | Ed Spehar | 34,170 | $1,577,287 | | Myles Lambert | 24,979 | $1,153,031 | | Allie Lin | 3,687 | $170,192 | | John Rosenthal | 32,936 | $1,520,326 |
Nonqualified Deferred Compensation in 2024
Nonqualified Deferred Compensation in 2024 The following table presents nonqualified deferred compensation paid to our NEOs for 2024.
Nonqualified Deferred Compensation in 2024
| Name | Plan Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year (1) | Aggregate Gains (Losses) in Last Fiscal Year (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End (3) | | Eric Steigerwalt | Auxiliary Plan | $0 | $273,842 | $137,726 | $0 | $2,481,424 | | Ed Spehar | Auxiliary Plan | $0 | $120,630 | $32,215 | $0 | $676,168 | | Myles Lambert | Auxiliary Plan | $0 | $118,694 | $50,520 | $0 | $855,261 | | Allie Lin | Auxiliary Plan | $0 | $86,569 | $6,000 | $0 | $155,924 | | Allie Lin | VDCP | $236,433 | $0 | $48,370 | $0 | $452,844 | | John Rosenthal | Auxiliary Plan | $0 | $135,200 | $41,131 | $0 | $1,314,716 |
Nonqualified Deferred Compensation in 2024
| (1) Amounts in this column are reported as components of employer contributions to the Auxiliary Plan for Fiscal 2024 in the “All Other Compensation” column of the Summary Compensation Table for 2024 above. |
Nonqualified Deferred Compensation in 2024
| (2) Amounts represent the change in value based on simulated investments (described under “Auxiliary Plan” and “Voluntary Deferred Compensation Plan”, as applicable, below) selected by the NEO, including dividend equivalents credited to accounts in the year. |
Nonqualified Deferred Compensation in 2024
| 66 | Compensation Tables — Nonqualified Deferred Compensation in 2024 |
Nonqualified Deferred Compensation in 2024
| (3) Amounts in this column that were previously reported in the “All Other Compensation” column of the Summary Compensation Table for years prior to 2024 (to the extent that the NEO was a NEO at the time) were, in the aggregate, as follows for Mr. Steigerwalt: $1,476,030; Mr. Spehar: $387,733; Mr. Lambert: $333,960; and Mr. Rosenthal: $803,667. |
Voluntary Deferred Compensation Plan
| Compensation Tables — Potential Payments Upon Termination or Change in Control | 67 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table sets forth, for each NEO, an estimate of potential payments the NEO would have received at, following, or in connection with a termination of employment under the circumstances described below on December 31, 2024 (the “Trigger Date”).
Potential Payments Upon Termination or Change in Control
| Name | Benefits and Payments | Trigger Events (1) | | | | | | | | Voluntary Termination (2) | Involuntary Not-for-Cause Termination (3) | Change of Control with no Termination (4) | Involuntary Not-for-Cause or Good Reason Termination After Change of Control (5) | Death (6) | | Eric Steigerwalt | Base Salary | | $1,050,000 | | $2,100,000 | | | | Annual STI | | $4,410,000 | | $6,615,000 | | | | RSUs (7) | $3,636,580 | $3,636,580 | $3,636,580 | $3,636,580 | $3,636,580 | | | PSUs (8) | $12,436,883 | $12,436,883 | $12,436,883 | $12,436,883 | $12,436,883 | | | Supplemental Death Benefit (9) | | | | | $350,000 | | | Miscellaneous Payments (10) | | $35,107 | | $58,714 | | | | Total | $16,073,463 | $21,568,570 | $16,073,463 | $24,847,177 | $16,423,463 | | Ed Spehar | Base Salary | | $650,000 | | $1,300,000 | | | | Annual STI | | $1,950,000 | | $2,925,000 | | | | RSUs (7) | $1,398,589 | $1,398,589 | $1,398,589 | $1,398,589 | $1,398,589 | | | PSUs (8) | $3,080,085 | $3,080,085 | $3,080,085 | $3,080,085 | $3,080,085 | | | Supplemental Death Benefit (9) | | | | | $350,000 | | | Miscellaneous Payments (10) | | $40,117 | | $68,734 | | | | Total | $4,478,674 | $7,118,791 | $4,478,674 | $8,772,408 | $4,828,674 |
Potential Payments Upon Termination or Change in Control
| 68 | Compensation Tables — Potential Payments Upon Termination or Change in Control |
Potential Payments Upon Termination or Change in Control
| Name | Benefits and Payments | Trigger Events (1) | | | | | | | | Voluntary Termination (2) | Involuntary Not-for-Cause Termination (3) | Change of Control with no Termination (4) | Involuntary Not-for-Cause or Good Reason Termination After Change of Control (5) | Death (6) | | Myles Lambert | Base Salary | | $650,000 | | $1,300,000 | | | | Annual STI | | $1,820,000 | | $2,730,000 | | | | RSUs (7) | | $2,091,950 | $2,091,950 | $2,091,950 | $2,091,950 | | | PSUs (8) | | $2,124,185 | $2,124,185 | $2,124,185 | $2,124,185 | | | Supplemental Death Benefit (9) | | | | | $350,000 | | | Miscellaneous Payments (10) | | $40,117 | | $68,734 | | | | Total | $0 | $6,726,252 | $4,216,135 | $8,314,869 | $4,566,135 | | Allie Lin | Base Salary | | $525,000 | | $1,050,000 | | | | Annual STI | | $1,312,500 | | $1,968,750 | | | | RSUs (7) | | $579,699 | $579,699 | $579,699 | $579,699 | | | PSUs (8) | | $1,028,632 | $1,028,632 | $1,028,632 | $1,028,632 | | | Supplemental Death Benefit (9) | | | | | $350,000 | | | Miscellaneous Payments (10) | | $13,596 | | $15,692 | | | | Total | $0 | $3,459,427 | $1,608,331 | $4,642,773 | $1,958,331 | | John Rosenthal | Base Salary | | $575,000 | | $1,150,000 | | | | Annual STI | | $2,242,500 | | $3,363,750 | | | | RSUs (7) | $1,097,234 | $1,097,234 | $1,097,234 | $1,097,234 | $1,097,234 | | | PSUs (8) | $2,432,361 | $2,432,361 | $2,432,361 | $2,432,361 | $2,432,361 | | | Limited Death Benefit (11) | | | | | $4,641,134 | | | Supplemental Death Benefit (9) | | | | | $350,000 | | | Miscellaneous Payments (10) | | $40,117 | | $68,734 | | | | Total | $3,529,595 | $6,387,212 | $3,529,595 | $8,112,079 | $8,520,729 |
Potential Payments Upon Termination or Change in Control
| (1) The table does not include termination for cause because such termination does not result in the NEO receiving any additional payments or benefits. “Cause” is defined as the NEO’s conviction or plea of nolo contendere to a felony; act of dishonesty or misconduct that results in, or is believed likely to result in, material damage to the Company’s business or reputation; or a material violation of a Company policy or agreement, where the violation played a role in the Company’s decision to terminate the NEO. |
Potential Payments Upon Termination or Change in Control
| (2) If an NEO voluntarily terminates employment after the NEO’s Rule of 65 Date (other than a termination for Cause): awards under the Employee Plan continue to vest on the same schedule as if the NEO remained employed with the Company. As of December 31, 2024, Messrs. Steigerwalt, Spehar, and Rosenthal have satisfied Rule of 65 conditions. |
Potential Payments Upon Termination or Change in Control
| (3) Under the terms of the Severance Plan, an NEO who is involuntarily terminated not for Cause would receive: (a) a lump sum equal to the sum of the NEO’s base salary plus the target STI award for the year of separation; (b) a lump sum in lieu of STI award payment equal to the prorated target STI award in the year of termination |
Potential Payments Upon Termination or Change in Control
| Compensation Tables — Potential Payments Upon Termination or Change in Control | 69 |
Potential Payments Upon Termination or Change in Control
| (plus, if the termination occurs before the prior year’s STI award was paid, a lump sum in lieu of STI award payment equal to the prior year’s STI award); and (c) a lump sum equal to 12 months of premiums at COBRA rates and executive outplacement services. Payment of these severance benefits is conditioned on the NEO’s execution of a separation agreement, waiver and general release within the required time period, and abiding by certain covenants, including those contained in the Agreement to Protect Corporate Property (the “ATPCP”), and non-interference with the Company’s business. |
Potential Payments Upon Termination or Change in Control
| Treatment of outstanding equity awards is as provided in the Employee Plan and the applicable award agreement, whereby all RSUs and PSUs continue to vest on the same schedule as if the NEO remained employed with the Company. All NQSOs held by the NEOs were vested as of the Trigger Date. |
Potential Payments Upon Termination or Change in Control
| (4) If the Compensation and Human Capital Committee determines that an award under the Employee Plan will not be assumed or an alternative award will not be provided in connection with a change of control, all RSUs and PSUs would vest and become immediately payable at target, and unvested NQSOs (if any) would become immediately exercisable. This column assumes the awards were not assumed and alternative awards were not provided in connection with a change of control on the Trigger Date. |
Potential Payments Upon Termination or Change in Control
| (5) Under the terms of the Change of Control Plan, the NEO would receive severance payments if the NEO (i) is terminated involuntarily without Cause or (ii) discontinues their employment for “good reason”, in either case, within two years after a change of control, or upon the occurrence of a potential change of control, if the NEO is terminated involuntarily without Cause within six months prior to a change of control. In any of these events, the NEO would receive: (a) a lump sum equal to two times the sum of base salary plus the target STI award for the year of separation; (b) a lump sum in lieu of STI award payment equal to the prorated target STI award in the year of termination (plus, if the termination occurs before the prior year’s STI award was paid, a lump sum in lieu of STI award payment equal to the prior year’s STI award); and (c) a lump sum equal to 24 months of premiums at COBRA rates and 12 months of executive outplacement services. Payment of these severance benefits is conditioned on the NEO’s execution of a separation agreement, waiver and general release within the required time period, abiding by certain covenants, including those contained in the ATPCP, and non-interference with the Company’s business. The amounts reflected in this column do not account for potential reductions of payments or benefits under the Change of Control Plan due to the imposition of excise taxes under Section 4999 of the Code (“Section 4999”). In the event any payments or benefits under the Change of Control Plan, together with any other payments or benefits under other agreements, plans or arrangements, would subject an NEO to an excise tax under Section 4999, any such payments or benefits will be reduced to the extent necessary to avoid the imposition of the excise tax unless the NEO would be better off on an after-tax basis receiving all such payments and benefits. |
Potential Payments Upon Termination or Change in Control
| Treatment of all equity awards is as provided in the Employee Plan and applicable award agreement, which provide that all RSUs and PSUs would immediately vest upon termination and be payable at target on the same schedule as if the NEO remained actively employed, and unvested NQSOs (if any) would become immediately exercisable. |
Potential Payments Upon Termination or Change in Control
| (6) In the event of an NEO’s termination due to death, RSUs and PSUs immediately vest and become payable at target, and unvested NQSOs (if any) become immediately exercisable. |
Potential Payments Upon Termination or Change in Control
| (7) The value of RSUs is calculated by multiplying the number of outstanding RSUs by the per share closing price on the Trigger Date, which was $48.04. |
Potential Payments Upon Termination or Change in Control
| (8) The value of PSUs is calculated at target payout by multiplying the number of PSUs awarded at target by the per share closing price on the Trigger Date, which was $48.04. |
Potential Payments Upon Termination or Change in Control
| (9) The Supplemental Death Benefit Only Plan offers a taxable single lump-sum death benefit payment to the designated beneficiary of any of Mr. Steigerwalt, Mr. Spehar, Mr. Lambert, Ms. Lin, and Mr. Rosenthal (NEOs who participate in the Supplemental Death Benefit Only Plan) should any of them die while employed with Brighthouse Services. |
Potential Payments Upon Termination or Change in Control
| 70 | Compensation Tables — Equity Compensation Plan Information as of December 31, 2024; CEO Pay Ratio |
Potential Payments Upon Termination or Change in Control
| (10) Includes payments for COBRA and executive outplacement services. |
Potential Payments Upon Termination or Change in Control
| (11) Limited Death Benefit Plan offers a one-time, final wage payment to Mr. Rosenthal (the only NEO who participated in MetLife’s Auxiliary Retirement Plan). |
CEO Pay Ratio
CEO Pay Ratio We have calculated the reasonably estimated ratio of the CEO’s 2024 compensation to the median of the annual total compensation of all employees using the same method we used in our 2023 and 2024 proxy statements with respect to compensation in 2022 and 2023, respectively. Identification of Median Employee. To identify our median employee for the 2024 pay ratio calculation, we first calculated the total target cash compensation for all employees (excluding the CEO) who were employed by Brighthouse Financial (or its affiliates) as of December 31, 2024, where total target cash compensation equals base salary plus target short-term incentive or cash sales incentives, which have been annualized for employees who were employed by Brighthouse Financial (or its affiliates) for less than the full year. We then used the median total target cash compensation to identify the median employee. Pay Ratio. After identifying the median employee, we calculated the median employee’s compensation in accordance with rules governing computation of the CEO’s pay in the Summary Compensation Table. The median of the annual total compensation of all employees of our Company (other than our CEO) was $150,787 for the year ended December 31, 2024, and the total compensation of our CEO, as reported in the Summary Compensation Table, was $10,068,833. Based on this information, for 2024 the reasonably estimated ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 67 to 1. The ratio and total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that employee’s total compensation, the composition and location of the workforce, and other factors may vary significantly among companies.
CEO Pay Ratio
| Pay versus Performance | 71 |
Pay versus Performance
Pay versus Performance The following table sets forth pay versus performance (“
PVP
| Pay Versus Performance | | | | | | | | | | Year (1) | Summary Compensation Table Total for Principal Executive Officer (PEO) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) (4) | Net Cash Flow to the Holding Company (in millions) (5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2024 | $10,068,833 | $8,018,342 | $3,068,280 | $2,657,805 | $122.46 | $171.87 | $286 | $(100) | | 2023 | $10,005,985 | $11,442,022 | $3,165,429 | $3,407,317 | $134.90 | $142.87 | $(1,214) | $350 | | 2022 | $9,750,186 | $6,721,609 | $3,245,624 | $2,735,369 | $130.69 | $136.53 | $3,775 | $38 | | 2021 | $7,914,025 | $12,615,385 | $2,851,864 | $3,881,547 | $132.04 | $123.73 | $1,554 | $594 | | 2020 | $8,133,344 | $7,940,202 | $2,931,662 | $2,895,532 | $92.29 | $90.52 | $(1,105) | $1,309 |
PVP
| For Compensation Actually Paid (“ CAP ”) calculations that are based on year-end stock prices, the following prices were used: 2024: $48.04 (9% reduction from prior year); 2023: $52.92 (3% increase from prior year); 2022: $51.27 (1% reduction from prior year); 2021: $51.80 (43% increase from prior year); and 2020: $36.21 (8% reduction from prior year). |
PVP
| 72 | Pay versus Performance |
Graphical Relationship Disclosure
| Pay versus Performance | 73 |