Brighthouse Financial : 66415 003 BMK WEB
BHF
Published on 04/15/2026 at 06:06 pm EDT
Notice of 2026
We're Brighthouse Financial
We are on a mission to help people achieve financial security.
As one of the largest providers of annuities and life insurance in the U.S.,1
we specialize in products designed to help people protect what they've earned and ensure it lasts. We are built on a foundation of experience and knowledge, which allows us to keep our promises and provide the value they deserve.
1 Ranked by 2024 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2025.
On behalf of the Board of Directors, I am honored to invite you to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Brighthouse Financial, Inc. ("Brighthouse Financial" or the "Company").
Brighthouse Financial® will hold its Annual Meeting solely by means of remote communication via the internet (a "virtual meeting"). All stockholders as of April 6, 2026 (the "Record Date") will be able to attend, vote, and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see "Attending the Annual Meeting" in the accompanying Proxy Statement.
Date and Time
Tuesday, June 2, 2026, at 8:00 a.m., Eastern Time
Meeting Website
https://www.virtualshareholdermeeting.com/BHF2026
Agenda
At the Annual Meeting, stockholders will consider and vote on the following matters:
Proposal 1: Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders;
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2026;
Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers; and
Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Our Board of Directors recommends that you vote "FOR" the election of each of the nominees named in Proposal 1 and "FOR" Proposals 2 and 3. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.
Voting Your Shares
Stockholders of record who hold shares of Brighthouse Financial common stock, par value $0.01 per share ("shares"), as of the close of business on the Record Date are entitled to vote at the Annual Meeting.
You may submit a proxy to vote your shares in advance of the Annual Meeting by any of the following means:
Internet
Please log on to https://www.ProxyVote.com and submit a proxy to vote your shares by 11:59 p.m., Eastern Time, on Monday, June 1, 2026.
Telephone
Please call 1-800-690-6903 to submit a proxy to vote your shares until 11:59 p.m., Eastern Time, on Monday, June 1, 2026.
If you received printed copies of the proxy materials and prefer to submit a proxy to vote your shares by mail, please complete, sign, date, and return your proxy card by mail so that it is received by Brighthouse Financial, Inc., c/o Broadridge Financial Solutions, Inc., prior to the Annual Meeting.
You may also attend and vote at the Annual Meeting.
Annual Meeting
You may attend the Annual Meeting virtually and cast your vote at https://www.virtualshareholdermeeting.com/BHF2026.
Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee (see information in the Proxy Statement under "Beneficial Owners or Holders in Street Name"). Participants in retirement and savings plans should refer to the voting instructions in the Proxy Statement under "Voting by Participants in Retirement Plan."
This notice is being delivered to the holders of shares as of the close of business on April 6, 2026, the record date fixed by the Board of Directors for the purposes of determining the Brighthouse Financial stockholders entitled to receive notice of, and to vote at, the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law.
By Order of the Board of Directors,
Allie Lin
Executive Vice President, General Counsel and Corporate Secretary Charlotte, North Carolina
April 14, 2026
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 2, 2026, at 8:00 a.m., Eastern Time
The accompanying Proxy Statement, our 2025 Annual Report to Stockholders, and additional information about our Annual Meeting are available at http://investor.brighthousefinancial.com by selecting the appropriate link under "Financial Information" or "News & Events."
Dear Fellow Stockholders:
On behalf of the Board of Directors (the "Board"), I am honored to present the 2026 Proxy Statement of Brighthouse Financial, Inc. ("Brighthouse Financial" or the "Company") and to invite you to our 2026 Annual Meeting of Stockholders (the "Annual Meeting").
This year's Annual Meeting follows the announcement of our entry on November 6, 2025 into an Agreement and Plan of Merger (the "Merger Agreement") under which an affiliate of Aquarian Capital LLC (with its affiliates, "Aquarian") will acquire Brighthouse Financial for $70.00 per common share in cash (the "Merger"). The Merger Agreement was adopted by Brighthouse Financial stockholders at a special meeting held on February 12, 2026. The Merger is expected to close in 2026 and is subject to customary closing conditions, including receipt of insurance regulatory approvals. At the closing of the Merger, the Company will become a wholly-owned subsidiary of Aquarian.(1) As a Board, our focus has always been to help management grow the long-term value of the Company for our stockholders, and we are excited for this new chapter for the Company, as it continues its mission to help people achieve financial security.
Exploration of a sale. A significant focus of the Board's work in 2025 was our oversight of a process to explore a potential sale of the Company. The Board and management regularly review the Company's strategy and financial performance, and over the course of 2024, the Board discussed with management a number of potential strategic alternatives to enhance stockholder value, which included a sale of the Company. We are proud that, after a comprehensive and rigorous process, aided by outside legal and financial advisors, the Board unanimously approved the Company's entry into the Merger Agreement. At a special meeting held on February 12, 2026, stockholders adopted the Merger Agreement.
Oversight of strategy and risk. While we were engaged in the exploration of a sale of the Company, we remained diligent in the oversight of the Company's strategy. As we do every year, we discussed with management the Company's strategic plan, risks and opportunities, including financial strategy and initiatives to protect and grow the Company's capital; investments strategy; the competitive landscape; product and distribution strategy; human capital matters; as well as operations and technology. For more information on the Board's oversight of the Company, see "Board Oversight of Strategy" and "Risk Oversight" in this Proxy Statement. In 2025, despite economic uncertainty, the Company continued to execute its growth strategy and achieved strong results, including a year-end combined risk-based capital ratio of 456%; annuity and life sales that exceeded 2024 results; and corporate expenses (excluding expenses related to the pending acquisition) that were better than plan.
Looking ahead. Since the announcement of the signing of the Merger Agreement, the Board has maintained a dual focus - continuing to support the Company's activities in anticipation of the closing of the Merger while also maintaining oversight of the Company's ongoing operations and monitoring risk. As we prepare for the anticipated closing of the Merger in 2026, the Board expresses its sincere appreciation for your investment, support, and engagement over the years. It has been our privilege to oversee the Company on your behalf.
We encourage you to review the accompanying proxy materials carefully and to vote your shares in accordance with the Board's recommendations. We look forward to your participation in the Annual Meeting.
Sincerely,
Chuck Chaplin Chairman of the Board
Brighthouse Financial, Inc.
April 14, 2026
(1) For more information about the Merger, see the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 7, 2026.
The Board of Directors (the "Board" or the "Board of Directors") of Brighthouse Financial, Inc. ("Brighthouse Financial" or the "Company") is providing this Proxy Statement in connection with the Annual Meeting of Stockholders to be held on June 2, 2026, at 8:00 a.m., Eastern Time (the "Annual Meeting") and at any adjournment or postponement thereof. Stockholders holding shares of common stock, par value $0.01 per share, of the Company ("shares") as of the close of business on April 6, 2026 (the "Record Date") are entitled to vote at the Annual Meeting. Proxy materials or a Notice of Internet Availability were first made available, sent, or given to the Company's stockholders on or about April 14, 2026.
3 Proxy Summary
3 Proposals for Your Vote
The Brighthouse Financial Story
2025 Highlights
Our Board of Directors: Composition and Qualifications
Corporate Governance Highlights
Executive Compensation Program Overview
11 Proposal 1 - Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders
12 The Board of Directors
17 Board and Corporate Governance Practices
Commitment to Effective Corporate Governance
Building Our Board of Directors
Board Leadership Structure
Director Independence
21 Executive Sessions
22 Succession Planning and Talent Management
22 Board Oversight of Our Strategy
22 Risk Oversight
Information About Our Board Committees
Director Compensation
2025 Director Compensation Table
Director Stock Ownership Guidelines
27 Codes of Conduct
28 Our Sustainability Journey
30 Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2026
31 Fees Paid to Deloitte & Touche LLP
Audit Committee Pre-Approval Policy
Audit Committee Report
Proposal 3 - Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers
Compensation Discussion and Analysis
35 Named Executive Officers
35 CD&A Contents
35 Section 1 - Executive Summary
35 The Brighthouse Financial Story and 2025 Highlights
35 Compensation Philosophy
36 Our 2025 Compensation Program
37 2025 Say-on-Pay Vote
37 Compensation Highlights
38 CEO Compensation
38 Section 2 - 2025 Executive Compensation Program
38 2025 Compensation Planning Process
39 Elements of 2025 Compensation
40 2025 Target Total Direct Compensation
43 2025 Short-Term Incentive Awards
45 2025 Long-Term Incentive Awards
48 2023 PSU Payouts
49 Role of the Compensation and Human Capital Committee and Others in Determining Compensation
49 Section 3 - Additional Compensation Practices and Policies
49 Stock Ownership and Retention Guidelines
50 Benefit Plans
52 Termination and Change of Control Benefits
52 Stock-Based Award Timing Practices
53 Tax Deductibility of Executive Compensation
53 Hedging and Pledging Prohibition
53 Risk Assessment
53 Compensation Recovery Policies
54 Section 4 - 2026 Compensation Program Overview
54 2025 Say-on-Pay Vote
54 2026 STI Program
54 2026 LTI Program
55 2026 Target Total Direct Compensation
55 Compensation Committee Report
56 Compensation Tables
56 Summary Compensation Table for 2025
58 Grants of Plan-Based Awards in 2025
59 Outstanding Equity Awards at 2025 Fiscal Year End
62 Option Exercises and Stock Vested in 2025
62 Nonqualified Deferred Compensation in 2025
64 Potential Payments Upon Termination or Change in Control
67 Equity Compensation Plan Information as of December 31, 2025
67 CEO Pay Ratio
68 Pay Versus Performance
71 Certain Relationships and Related Person Transactions
71 Related Person Transaction Approval Policy
71 Security Ownership of Certain Beneficial Owners and Management
74 The Annual Meeting, Voting, and Other Information
74 Overview
74 Attending the Annual Meeting
75 Directors' Attendance at the Annual Meeting
75 Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting
75 Your Vote is Important
76 Quorum Requirement
76 Voting Your Shares
77 Changing Your Vote or Revoking Your Proxy
78 Vote Required for Each Proposal
78 Matters to be Presented
78 Delivery of Proxy Materials
79 Proxy Solicitation Costs
79 Vote Tabulation
79 Inspector of Election
79 Results of the Vote
Pending Merger
Other Information
82 Forward-Looking Statements
Website References
Other Financial Disclosures
This section summarizes important information contained in this Proxy Statement and in our 2025 Annual Report to Stockholders (the "2025 Annual Report"), but it does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and 2025 Annual Report carefully before voting.
Proposal Board Recommendation Page
Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders
FOR each of the 11
Board's nominees
Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2026
Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers (the "Say-on-Pay" vote)
FOR 30
FOR 34
Who We Are
Brighthouse Financial is one of the largest providers of annuities and life insurance in the United States(1), trusted by over 2 million customers(2). Brighthouse Financial became an independent, publicly traded company in August 2017, following our separation (the "Separation") from MetLife, Inc. ("MetLife") and the listing of our common stock on The Nasdaq Stock Market LLC ("Nasdaq"). On November 6, 2025, Brighthouse Financial entered into an Agreement and Plan of Merger (the "Merger Agreement") under which an affiliate of Aquarian Capital LLC (with its affiliates, "Aquarian"), a diversified global holding company with a strategic portfolio of insurance and asset management solutions, will acquire Brighthouse Financial in an all-cash transaction valued at approximately $4.1 billion (the "Merger"). The Merger Agreement, under which Brighthouse Financial's common stockholders will receive $70.00 in cash per share upon the closing of the Merger, was adopted by Brighthouse Financial stockholders at a special meeting held on February 12, 2026. The Merger is expected to close in 2026 and is subject to customary closing conditions, including receipt of insurance regulatory approvals. At the closing, the Company will become a wholly-owned subsidiary of Aquarian.
Our Purpose
We are on a mission to help people achieve financial security. We specialize in products that are designed to help people protect what they've earned and ensure it lasts. We are built on a foundation of experience and knowledge, which allows us to keep our promises and provide value to our distribution partners and the clients they serve.
Our Strategy
Throughout 2025, we continued to execute our focused strategy, consisting of the following core elements which are fully aligned with our risk appetite:
• Offering a targeted set of products that are simpler, more transparent, and provide value to our distribution partners and the clients they serve. We aim to continue to shift our business mix profile over time, with the addition of more cash flow-generating and less capital-intensive new business, along with the runoff of less profitable legacy business.
Selling our products through a diverse, well-established network of distribution partners and continuing to build strategic distribution relationships as we further expand our distribution footprint in the United States.
Effectively managing our expenses by adopting and maintaining an operating model designed to drive our statutory expense ratio down over time.
Maintaining our focus on prudent financial and risk management to protect our balance sheet through a variety of market conditions.
Ranked by 2024 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2025.
Customer count data is as of December 31, 2025.
On November 6, 2025, we entered into the Merger Agreement, which was adopted by Brighthouse Financial's stockholders at a special meeting held on February 12, 2026. The Merger is expected to close in 2026 and is subject to customary closing conditions, including receipt of insurance regulatory approvals.
Throughout 2025, we continued to execute our focused strategy by maintaining our robust liquidity position, delivering record sales of Shield® Level Annuities ("Shield") and life insurance products while continuing to focus on expense discipline. 2025 also marked significant transformation. As we previously shared, we began simplifying our hedging strategy in early 2024, which included hedging new Shield business on a stand-alone basis, and in the third quarter of 2025 we successfully completed our initiative to establish a standalone hedging program for our variable annuities ("VA") and first-generation Shield businesses ("VA/Shield separation"), allowing us to more effectively manage the risks related to these two products.
Financial and Capital Strength
Prudent Financial Management - our financial and risk management strategy is focused on protecting our statutory balance sheet in adverse market scenarios.
Capital and Liquidity Management - our holding company liquid assets remained robust at $0.9 billion as of year-end 2025. In addition, we ended 2025 with $5.3 billion of combined statutory total adjusted capital and a combined risk-based capital ("RBC") ratio of 456%, which is above our target range of 400% to 450% in normal market conditions.
Normalized Statutory Earnings - for full year 2025, we had normalized statutory earnings of $1.0 billion, largely driven by the successful completion of the VA/Shield separation.
Capital Return - we repurchased $102 million of our common stock in 2025, reducing shares outstanding by over 52% since we began our common stock repurchase program in August 2018. There were no additional share repurchases following the expiration of our most recent Rule 10b5-1 plan in May 2025.
Pursuant to the Merger Agreement, we have agreed that during the period beginning the date of the Merger Agreement through the earlier of the closing of the Merger and the termination of the Merger Agreement, we will not, subject to certain exceptions, purchase directly or indirectly any of the Company's or its subsidiaries' capital stock or other equity or voting interests of the Company or any of its subsidiaries.
Capital-Focused Strategic Initiatives - in 2025, we continued to execute on our strategic initiatives designed to improve capital efficiency, unlock capital, and remain within our target combined RBC range in normal market conditions. We simplified our VA and Shield risk management strategy with the completion of the VA/Shield separation in the third quarter, and in the fourth quarter we entered into a reinsurance transaction with a third party to reinsure certain universal life policies with secondary guarantees, as well as certain term life policies.
Products and Sales
Annuities - we achieved total annuity sales of approximately $10.3 billion, an increase of 3% over 2024. The strong results in 2025 were driven by another record year of Shield sales, which increased 4% over 2024. We continue to be a leader in the registered index-linked annuity marketplace and remain focused on meeting clients' evolving needs.
Life Insurance - we had record life insurance sales in 2025 of $143 million, an increase of 19% over 2024.
BlackRock's LifePath Paycheck™ - in 2024 we expanded into the institutional space with BlackRock's LifePath Paycheck ("LPP") solution becoming available in defined contribution plans. As of year-end 2025, our account value for LPP totaled $569 million. We remain excited about LPP, which will enable Brighthouse Financial to reach new customers through the worksite channel.
Expenses
Corporate Expenses - we remained focused on our disciplined approach to expense management. Corporate expenses were $880 million for full year 2025, which included $31.6 million of costs incurred in connection with the pending acquisition of the Company. Excluding the acquisition-related costs, corporate expenses were better than plan.
For the definition of certain terms and metrics used here and in this Proxy Statement, see "Other Financial Disclosures."
Our Board is composed of Directors ("Directors") whose diverse range of skills, experience, backgrounds, and perspectives enables the Board to effectively oversee the Company's development and execution of the Company's strategy to deliver long-term value for our stockholders. The Board also believes that it is important to refresh the Board from time to time. Our Board is composed of Directors with a mix of tenures of service. The following table and charts present the composition of our currently serving Board.
Board Composition Summary
Name
Age
Demographic Information
Selected Skills and Qualifications
Principal Professional Experience
Independent
Committee Memberships
Chuck Chaplin
69
Male
Senior Leadership
President, Chief Financial
Yes
Compensation and
Chairman of the Board
Black/
Insurance
Officer, and Chief
Human Capital
Director since 2017
African
Financial Services
Administrative Officer,
Executive
American
Accounting/Financial
MBIA Inc. (Retired)
Finance and Risk
Reporting
Nominating and
Public Company Board
Corporate
Experience
Governance (Chair)
Stephen Hooley
Director since 2020
63
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
64
Male
Senior Leadership
Partner, Ernst & Young,
Yes
Audit
Director since 2024
White/
Insurance
LLP (Retired)
Investment
Caucasian
Financial Services
Investments
Carol Juel
Director since 2021
53
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
70
Female
Accounting/Financial
Senior Vice President and
Yes
Compensation and
Director since 2018
White/
Reporting
Chief Financial Officer,
Human Capital
Caucasian
Insurance
Nationwide Mutual
Investment (Chair)
Financial Services
Insurance Company
Nominating and
Investments
(Retired)
Corporate
Governance
Diane Offereins
Director since 2017
68
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
64
Male
Senior Leadership
President and Chief
No
Executive (Chair)
Director since 2016
White/
Insurance
Executive Officer,
Caucasian
Financial Services
Brighthouse Financial, Inc.
Investments
Risk Management
Name
Age
Demographic Information
Selected Skills and Qualifications
Principal Professional Experience
Independent
Committee Memberships
Paul Wetzel
Director since 2017
66
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
67 • 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
Gender Diversity
Racial or Ethnic Diversity
Director Tenure
4
5
1
8
2
5
2
Our Board is composed of Directors who possess a mix of skills and experience that we believe align with, and facilitate effective oversight of, Brighthouse Financial's strategy and risks, including skills and experience related to the financial services and insurance industries; senior leadership; accounting/financial reporting; information technology and cybersecurity; brand and marketing; public company board service; risk management; investments; human capital management; and regulation. The following charts present the number of Director nominees who possess substantive skills or experience in these areas and are based on each Director's self-evaluation.
100%
Senior Leadership
Provides Directors with valuable organizational, strategic planning, and risk management skills to oversee and advise management
100%
Financial Services
Supports Director oversight of various aspects of our business, including product development, marketing, and distribution
Brand and Marketing
22%
Supports oversight of the development and execution of our strategy to build our brand and market our products
33%
Information Technology/ Cybersecurity
Enables Directors to manage and oversee our technology-related strategic objectives and to oversee cybersecurity risk
100%
Regulation
Enables Director oversight of our compliance programs and assists the Company in navigating the complex and highly regulated environment in which we operate
67%
Other Public Company Board Experience
Exposes Directors to diverse perspectives, trends, and governance practices that can enhance oversight
Insurance
67%
Aids in Director oversight of our strategy, including product development, sales, distribution, and financial management
100%
Accounting/Financial Reporting
Enables Directors to oversee our financial reporting processes and controls
67%
Human Capital Management Supports oversight of our talent management, succession planning, and executive compensation practices, as well as activities that support our culture
78%
Investments
Facilitates effective management and oversight of our investment portfolio to drive returns and manage investment risk
89%
Risk Management
Facilitates Director oversight of management's policies and practices to identify, monitor, and manage the complex risks facing our Company
Brighthouse Financial is committed to good governance practices that are intended to protect and promote the longterm value of the Company for our stockholders. The Board regularly reviews our governance profile to ensure that it reflects the evolving governance landscape and appropriately supports and serves the best interests of the Company and our stockholders.
Independent Oversight
Board Effectiveness
Responsiveness and
Our Restated Certificate of Incorporation ("Charter") and Amended and Restated Bylaws ("Bylaws") do not include supermajority voting requirements to amend certain provisions of our Charter and Bylaws
Majority vote standard for uncontested Director elections
Development and regular review of succession plans for the Chief Executive Officer (the "CEO") and other members of senior management
Annual assessment of Committee charters and the Board's Corporate Governance Principles
Annual election of Directors
2025 Executive Compensation Program
The Compensation and Human Capital Committee considered stockholder feedback and the results of our 2024 Say-on-Pay vote in designing our 2025 executive compensation program. Our program is guided by our
pay-for-performance philosophy and aligns the compensation opportunities of our Named Executive Officers ("NEOs") with achievement of the Company's short- and long-term business goals, as approved by the Board as part of its annual review of Brighthouse Financial's strategy. Our 2025 executive compensation program remained largely consistent with our 2024 program. Changes to the program are described in the "Compensation Discussion and Analysis."
Key Components of Our 2025 Executive Compensation Program
Base Salary • Fixed compensation for service during the year.
Short-Term Incentive Awards
Annual cash award based on Company and individual performance.
Short-Term Incentive ("STI") performance metrics measure our achievement of three strategically important corporate goals for the 2025 performance period (weighting):
Corporate Expenses (40%) - aligns with our strategic goal of adopting and maintaining an operating model that emphasizes disciplined expense management.
Sales (40%) - key driver of revenues and an important indicator of our growth prospects and the strength of our franchise.
Normalized Statutory Earnings (20%) - indicator of financial strength that is used by management to measure our insurance subsidiaries' ability to pay future distributions and incorporates the effectiveness of our hedging program as well as other factors related to our business.
Qualitative assessment of individual performance includes human capital management achievements.
Long-Term Incentive Awards
Long-Term Incentive ("LTI") vehicle mix is weighted more toward performance-based compensation - 70% Performance Share Units ("PSUs") and 30% Restricted Stock Units ("RSUs") for the CEO; 60% PSUs and 40% RSUs for our other NEOs.
PSU metrics measure our achievement of two strategic goals over the 2025-2027 performance period (weighting):
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%) - operating efficiency metric that measures both expense management and sales growth, two of our key strategic drivers.
Relative total shareholder return ("rTSR") modifier (±10 percentage points) further aligns PSUs to long-term stockholder value - the sum of our achievement against the PSU metrics over the 2025-2027 performance period may be modified up or down by 10 percentage points.
Executive Compensation Practices
We are committed to building a compensation program with strong governance features that reflect best practices in the market and are responsive to stockholder feedback. The table below provides a summary of our executive compensation governance practices.
What We Do
What We Don't Do
Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders
Our Board has been carefully and thoughtfully built with a mix of individuals who possess the necessary skills and experience to effectively oversee our business. The Board has nominated the following nine currently serving Directors for election at the Annual Meeting: C. Edward Chaplin; Stephen C. Hooley; Michael J. Inserra; Carol D. Juel; Eileen A. Mallesch; Diane E. Offereins; Eric T. Steigerwalt; Paul M. Wetzel; and Lizabeth H. Zlatkus.
Biographical information for each nominee, including a description of each Director's skills and qualifications, follows this proposal. For information about our policies and practices related to our Board, see "Board and Corporate Governance Practices." All nominees serving at the time of our 2025 annual meeting of stockholders attended that meeting.
If elected, the nominee will serve a one-year term that expires at the next annual meeting of stockholders. Unless otherwise instructed, the proxyholders will vote proxies "FOR" each of the nominees of the Board. Each nominee has consented to being named in this Proxy Statement and agreed to serve if elected. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board's nominees is unable to serve as Director at any point prior to the Annual Meeting or any adjournment or postponement thereof, the Board may reduce the size of the Board or nominate another candidate for election. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate.
The Board recommends that you vote "FOR" the election of each of the Director nominees.
Nominees for Election as Directors for Terms Expiring in 2027
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.
Age: 69
Director since: 2017 Committees:
Compensation and Human Capital
Executive
Finance and Risk
Nominating and Corporate Governance (Chair)
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
Independent Director
Skills and Qualifications
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
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.
Age: 63
Director since: 2020 Committees:
Audit (Chair)
Executive
Investment
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)
Renaissance Re (nominee for election on May 5, 2026)
Past Public Company Directorships
Stericycle Inc. (2019 - 2024)
Legg Mason Inc. (2019 - 2020)
DST Systems, Inc. (2012 - 2018)
Education
BS, Worcester Polytechnic Institute
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.
Age: 64
Director since: 2024 Committees:
Audit
Investment
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
Independent Director
Skills and Qualifications
Past Public Company Directorships
None
Other Experience and Service
Berkeley Research Group, Board of Directors (2025 - present)
Baker Tilly, Board of Directors (2024 - present)
Brighthouse Life Insurance Company of NY, an indirect wholly-owned subsidiary of Brighthouse Financial (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
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.
Age: 53
Director since: 2021 Committees:
Audit
Investment
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
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.
Age: 70
Director since: 2018 Committees:
Compensation and Human Capital
Investment (Chair)
Nominating and Corporate Governance
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)
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.
Age: 68
Director since: 2017 Committees:
Compensation and Human Capital (Chair)
Finance and Risk
Nominating and Corporate Governance
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 Inc., 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
Age: 64
Director since: 2016 Committees:
Executive (Chair)
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 (various positions 2018 - present)
Board of Directors
CEO Steering Committees on Consumer Issues, Taxation, and Prudential Issues
PAC Board of Directors
Education
BA, Drew University
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.
Age: 66
Director since: 2017 Committees:
Compensation and Human Capital
Finance and Risk (Chair)
Nominating and Corporate Governance
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
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.
Age: 67
Director since: 2024 Committees:
Audit
Finance and Risk
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 (2011-2025)
Education
BS, Penn State University
We believe effective corporate governance policies and practices will help Brighthouse Financial deliver sustainable, long-term value for our stockholders.
These policies and practices are contained in our governance documents, including our Charter, Bylaws, Corporate Governance Principles, and Committee charters. This section describes the key features of our Board practices and corporate governance program. The Board believes a balanced governance profile will help the Company deliver sustainable long-term value for our stockholders. The Board continually assesses our governance profile to ensure that it remains appropriate as we continue to evolve over time. Our practices are aligned with the corporate governance principles set out by the Investor Stewardship Group for U.S. listed companies.
Commitment to Effective Corporate Governance
Board Accountability to Stockholders
Annual Director Election - All Directors are elected annually for one-year terms.
Majority Voting Standard - We have a majority voting standard for uncontested Director elections.
No Poison Pill - We do not have a shareholder rights plan ("poison pill").
Board Oversight - The Chairman's letter to stockholders provides our stockholders with insight into the Board's oversight objectives and priorities (see "Chairman's Letter to Our Stockholders").
Independence - Eight of our nine currently serving Directors (all except the Director who also serves as our President and CEO) are independent.
Stockholder Rights
Supermajority Requirement - Our Charter and Bylaws do not contain a supermajority vote requirement to amend certain provisions of the Charter and Bylaws.
One Share, One Vote - We have one class of common stock, and all stockholders have one vote per share.
Strong, Independent Leadership Structure
Board Leadership - The Board is led by an independent Chairman, with robust and clearly defined duties and responsibilities (see "Board Leadership Structure").
Independent Committee Leadership - All Committees (other than the Executive Committee) are chaired by Independent Directors.
Annual Review - On an annual basis, the Board evaluates and considers the appropriateness of its leadership structure as Brighthouse Financial evolves over time.
Board Effectiveness
Director Skills - Directors possess a deep and diverse set of skills and experience relevant to oversight of our strategy.
Committee Composition and Responsibilities - All Committees (except for the Executive Committee) are composed solely of Independent Directors and have written charters that set forth robust and clearly defined oversight responsibilities.
Overboarding Policy - Our Board overboarding policy helps ensure that all Directors are able to commit the time necessary to meet their duties and responsibilities (see "- Building Our Board of Directors - Director Criteria and Nomination Process - Other Directorships").
Board Succession Planning and Refreshment - Proactive assessment of Director skills, mandatory retirement policy, and a commitment to Director refreshment help facilitate succession planning and ensure that the Board meets the Company's evolving oversight needs.
Annual Board and Committee Assessments - The Board conducts an annual self-assessment process that considers the effectiveness of the Board (collectively), each Committee, and each individual Director.
Attendance - In 2025, each Director attended at least 75% of the aggregate of the total number of meetings of the Board and the Committees on which he or she served.
Align Management Incentive Structures with the Company's Long-Term Strategy
Pay-for-Performance - Our compensation program is rooted in a pay-for-performance philosophy that incentivizes and rewards our management for achievement of performance metrics that are aligned with key strategic goals (see "Compensation Discussion and Analysis").
Alignment with Company Strategy - Short- and long-term incentive programs are designed to reward financial and operational performance that supports our strategic objectives.
Say-on-Pay Results - Our Say-on-Pay proposal received 93.1% stockholder support in 2025 (including abstentions).
Annual Review of Compensation Program - The Compensation and Human Capital Committee annually reviews and approves our incentive program design, goals, and objectives for alignment with compensation and business strategies.
Alignment with Financial Plan - Our incentive compensation performance metrics are directly tied to, and derived from, our financial plan.
Building Our Board of Directors
The Board oversees Brighthouse Financial on behalf of our stockholders. The Board has adopted the following key policies and practices to guide it in building a skilled and well-qualified body that we believe is able to effectively fulfill its duties and responsibilities to our stockholders.
Director Criteria and Nomination Process
Board Membership Criteria - The Nominating and Corporate Governance Committee leads the search for, and recommends, candidates to serve on the Board based on their skills, professional experience, judgment, and background. All candidates must possess high integrity and be able to meet the demands of serving on our Board.
Director Qualifications - In seeking qualified director candidates, the Nominating and Corporate Governance Committee, which is chaired by our Chairman, in consultation with the CEO and the other members of the Board, seeks individuals who possess the skills, experience, and background appropriate for overseeing the development and execution of Brighthouse Financial's business strategy. The Board has identified the following qualifications, among others, in considering director candidates: financial services or insurance industry experience; senior management leadership experience; accounting and financial reporting experience; information technology and cybersecurity expertise; brand management and marketing experience; public company board experience; risk management expertise, including in the areas of market, liquidity, and cybersecurity risk; investments expertise, including oversight of strategic asset allocation and portfolio construction; experience in human capital management; regulatory expertise; commitment to Brighthouse Financial's values; and diversity of experience and backgrounds.
Director Independence - At least a majority of the Board must be Directors who satisfy applicable independence standards. To determine independence, the Nominating and Corporate Governance Committee and the Board consider independence requirements under Nasdaq listing rules, applicable rules promulgated by the U.S. Securities and Exchange Commission ("SEC"), as well as other factors that contribute to effective oversight and decision-making by the Board.
Other Directorships - The Board believes that Directors must have requisite time to devote sufficient attention to their duties and responsibilities. Our overboarding policy (as described in our Corporate Governance Principles) provides that: (1) Directors should not serve on more than three other public company boards; (2) Independent Directors who serve as chief executive officer of another public company and also serve on that company's board of directors should not serve on any additional public company board other than our Board; and (3) Directors who serve on more than three public company audit committees should not serve on our Audit Committee if their ability to effectively serve on our Audit Committee is impaired, as determined by the Chair of the Nominating and Corporate Governance Committee and the Board. Directors must confirm the absence of, or disclose, any material actual or potential conflict of interest, and receive the consent of the Chair of the Nominating and Corporate Governance Committee before accepting an invitation to serve on the board or committee of another public company. Directors are also required to inform the Chair of the Nominating and Corporate Governance Committee before joining the board of a private, non-profit, or other type of organization. Each of our Directors is in compliance with the limits set forth within our Corporate Governance Principles.
Director Nomination Process - Nominations for election as a Director at our annual meetings may be made by our Board in the Company's notice of meeting or any supplement thereto, or by a stockholder or stockholders in compliance with the stockholder nomination requirements set forth in our Bylaws. Our Board nominates Director nominees upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board may identify potential nominees through a variety of means, including recommendations and referrals from current Directors, management, and stockholders. The Nominating and Corporate Governance Committee also uses professional search firms to help identify and assess potential nominees. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate's skills, professional experience, judgment, and background, Nasdaq listing requirements, the ability of candidates to enhance the effectiveness of our Board as a whole, and any other criteria the Board may establish from time to time. The Nominating and Governance Committee will consider candidates recommended by stockholders, and our stockholders may bring Director nominations before an annual meeting of our stockholders by following the procedures described in our Bylaws. For more information on how and when to submit a nomination for future annual meetings, see "Other stockholder proposals and director nominations."
Board Refreshment, Assessment, and Ongoing Education
Board Refreshment - The Board recognizes the value of refreshing its composition to address Brighthouse Financial's oversight needs as the Company evolves over time. Our Board consists of Directors with a mix of tenures of service. The Board believes that long-serving directors bring valuable experience based on their familiarity with the successes and challenges the Company has faced over the years, while newer directors contribute new and diverse perspectives. The Nominating and Corporate Governance Committee and Board annually review the skills and experience the Board needs to best oversee Brighthouse Financial's strategy. The Nominating and Corporate Governance Committee leads a Director self-evaluation process in which each Director ranks his or her expertise and experience in a number of key areas that are relevant to service on our Board. The Nominating and Corporate Governance Committee considers the Directors' self-evaluations in analyzing the aggregate representation of skills on the Board.
Assessing the Board's Performance - The Board views its annual self-assessment process as an important tool for candid evaluation of its composition, performance, and proper functioning, as well as an important component of our Board refreshment strategy. The Nominating and Corporate Governance Committee oversees the assessment process, including the topics and areas to be addressed during the process. For 2025, Mr. Chaplin, Chairman of the Board and Chair of the Nominating and Corporate Governance Committee, conducted an interview with each of the Directors regarding the Board's and each Committee's effectiveness, including with respect to Board and Committee composition; the quality of meeting materials and discussions during Board and Committee meetings; appropriateness of meeting agenda topics; and interactions with management. Each Director was also given the opportunity to provide feedback on the other Directors. The results of the assessment were discussed during an executive session of the Board. Key aspects discussed as part of the 2025 self-assessment process included focus areas of oversight relevant to, among other things, the Merger, the Company's evolving risks and opportunities, as well as Board succession planning. The Board continues to address any issues and implement constructive suggestions raised in the self-assessments to further enhance its effectiveness.
Mandatory Retirement Age - Our Corporate Governance Principles state that Directors may not stand for reelection or be appointed to the Board after reaching the age of 72. The Board may approve exceptions to this policy. We have not adopted term limits for our Directors.
Director Orientation and Continuing Education - The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new Directors with an orientation program when they join the Board. The orientation consists of presentations by our senior management to familiarize the Directors with our business, operations, financial condition, risk management, and governance, as well as Directors' legal duties and requirements. We also encourage, and will provide funding for, both new and longer-serving Directors to attend continuing education programs delivered by third parties to develop and enhance their skills and knowledge. We also incorporate continuing education into our regular Board and Committee meetings from time to time.
Attendance at Meetings - Directors are expected to regularly attend meetings of the Board and the Committees of which they are members, and to spend the time needed outside of meetings to keep themselves informed about Brighthouse Financial's business and operations. In 2025, the Board held 24 meetings, and the Committees held a total of 35 meetings. Each Director attended at least 75% of the aggregate of the total number of meetings of the Board and the Committees on which he or she served.
Board Leadership Structure
The Board has determined that having an independent Chairman leading the Board is the best board leadership structure for Brighthouse Financial at this time. This structure enhances the Board's ability to exercise independent oversight of Brighthouse Financial's management on behalf of its stockholders. Separating the roles of the Chairman and the CEO allows each to focus on their respective duties. The Board believes it is important to retain its flexibility to allocate the responsibilities of the Chairman and will continue to evaluate the best leadership structure for Brighthouse Financial as it evolves.
The Board has elected Mr. Chaplin to serve as Chairman on the basis of his independence from management; experience as president, chief financial officer, and chief administrative officer of a major financial services company; experience as a director of a public company; leadership skills; and ability to devote the time and effort to effectively oversee Brighthouse Financial. Mr. Steigerwalt, Brighthouse Financial's President and CEO, also serves as a Director. Mr. Steigerwalt works closely with the Chairman to help focus the Board on matters of strategic importance for Brighthouse Financial.
Our Chairman's duties and responsibilities focus on promoting sound corporate governance practices, fostering a culture of effective oversight on behalf of our stockholders, and overseeing management's development and execution of the Company's business strategies as well as the Company's enterprise risk program. These duties and responsibilities include:
providing thought leadership for the Board through understanding the views of our Directors, stockholders, and management;
representing the Board in engagements with our stockholders;
setting the agenda for Board meetings, with input from the CEO;
presiding over Board meetings and executive sessions of the Independent Directors;
promoting effective communication and serving as the primary conduit among the Board as well as the CEO and other members of management;
setting the tone of Board discussions to promote a Board culture of the highest level of integrity, active engagement, open communication, constructive debate, and effective decision-making;
establishing a close relationship of trust with the CEO by providing support and advice while respecting the executive responsibility of the CEO;
consulting with the Compensation and Human Capital Committee in its oversight of CEO and senior management succession planning; and
as Chair of the Nominating and Corporate Governance Committee, reviewing Committee and Committee chair assignments, leading recruitment of Director candidates, and overseeing annual evaluations for the Board and its Committees.
Director Independence
Our Board annually considers whether our Directors are independent in accordance with applicable Nasdaq and SEC rules. An "Independent Director" is a Director whom the Board has affirmatively determined (i) is independent of management and free from any material relationship with the Company and its subsidiaries (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company or its subsidiaries) that would interfere with the exercise of the Director's independent judgment as a member of the Board and (ii) meets the independence standards for directors set forth in the Nasdaq listing standards and applicable SEC rules. Our Board has determined that all our Directors, with the exception of Mr. Steigerwalt, our President and CEO, are Independent Directors. In making this determination, the Board considers relevant information provided by the Directors about their and their family members' business and professional relationships with Brighthouse Financial and with entities that conduct business with Brighthouse Financial.
Executive Sessions
As part of our Board meetings, the Independent Directors meet regularly (and at least twice annually) in executive session without management present. The Chairman presides over these executive sessions. In addition, each Committee typically holds an executive session as part of its regular meeting, which is presided over by the Committee Chair.
Succession Planning and Talent Management
Succession planning and oversight of our talent management practices, including our efforts to promote inclusion and belonging at all levels of the organization, are central to the Board's responsibilities. The Compensation and Human Capital Committee oversees the Company's succession plans for the CEO and other members of senior management, including management's development of a strong pipeline of potential successors for leadership positions. The full Board discusses, at least annually, the Company's succession plans for the CEO and other key executives, including identifying potential candidates to succeed the CEO, both in cases of orderly succession and in the event of an emergency or unexpected departure. To support talent development and allow the Board to meet and assess potential successors, non-executive officers and mid-level management regularly participate and make presentations in Board and Committee meetings. The Board also meets in executive session to discuss whether the Company has the managerial talent to replace current executives should the need arise.
Board Oversight of Our Strategy
One of the Board's most important duties is to oversee our strategy to grow the Company and deliver long-term value for our stockholders. The Board regularly reviews the Company's operations, financial condition, financial performance and long-term strategic plans and objectives, as well as industry trends, regulatory developments and other factors and their potential impact on the Company's long-term strategic plan and objectives. Beginning in 2024, the Board considered various strategic initiatives to enhance stockholder value, including a potential sale of the Company. Throughout 2025, the Board oversaw a comprehensive process to explore a potential sale, which included a rigorous analysis of the benefits and risks of a potential sale. On November 5, 2025, the Board unanimously approved the Company's entry into the Merger Agreement.
While engaged in oversight of the sale process, the Board also continued to oversee the Company's corporate strategy, discussing with management the key strategy topics, including:
our product, sales, and marketing and distribution strategy and plans, as well as the competitive landscape in which we operate;
our financial plan, including capital return and other financial drivers and goals;
human capital matters, including our workforce strategy, talent development, succession planning, and maintaining our strong culture;
our operations and technology platform;
our investment strategy; and
our financial and risk profile in various market scenarios.
Risk Oversight
We believe effective risk oversight is fundamental to our strategy to deliver sustainable, long-term value for our stockholders. Our Board, with the assistance of the Committees, oversees the development and execution of our business strategies to help ensure that risks are appropriately managed and that our business plans align with our risk appetite. The Board and the Committees review and approve our risk appetite statement, review our significant risk policies, and regularly discuss with management our performance against risk targets and limits.
Our Board and committees use an integrated approach to overseeing risk and share oversight of certain risks, including the following:
Strategic Risk - in connection with its annual review of our strategy and ongoing oversight of our performance against such strategy, the Board oversees the management of strategic risks. In its discussions with the Board, senior management, including the CEO, Chief Financial Officer ("CFO"), Chief Operating Officer ("COO"), Chief Investment Officer, and Chief Risk Officer ("CRO"), reviews the key risks relating to the execution of our strategy and describes management's activities to identify, assess, and mitigate such risks.
Enterprise Risk - in connection with each regular meeting of the Board and the Committees, the CRO prepares an enterprise risk report that communicates our risk profile and our performance against targets and limits in key risk areas, including macro, credit, market, liquidity, operational, model, information technology and cybersecurity, third-party, and emerging risks. The CRO, or the CRO's designee, also periodically reports to the Board on key risks and to the Committees on risk topics within the scope of the Committees' respective responsibilities.
Cybersecurity Risk - the Audit Committee is primarily responsible for overseeing information technology and cybersecurity risks (as part of its oversight of operational risk), and the Board continues to be actively engaged with respect to these risks. The Audit Committee and/or the Board generally meet with our Chief Technology Officer ("CTO") and Chief Information Security Officer ("CISO") on a quarterly basis to review our information technology and cybersecurity risk profile and to discuss our activities to manage the related risks, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, tabletop exercises, and other areas of importance. In addition to these regular meetings, we have an escalation process in place to timely inform the Board of any significant cybersecurity incidents, including any updates relating thereto, to ensure that the Board's oversight is proactive and responsive. Our Chief Compliance Officer also regularly reports to the Audit Committee regarding the Company's compliance with applicable regulations relating to cybersecurity. Our CTO has overall responsibility for our information technology program, which includes the Company's cybersecurity program. Our CISO is directly responsible for the Company's cybersecurity program, which is designed to protect and preserve the integrity, confidentiality, and continued availability of the information owned by, or in the care of, the Company. The Company's cybersecurity team has also established company-wide policies and procedures that cover cybersecurity matters, which are designed to enable the Company to effectively identify, evaluate, and respond to events that have the potential to impact our business.
Human Capital Management - the Board recognizes the importance of maintaining a highly skilled and engaged
workforce, guided by a strong corporate culture and set of values. As described in its charter, the Compensation and Human Capital Committee has broad oversight of the Company's human capital matters, including pay equity; talent and leadership development; the Company's efforts to attract, engage and retain talent; culture; the development and execution of the Company's inclusion and belonging strategy; and succession planning. At least annually, the Board discusses human capital issues with our Human Resources organization, including succession planning for the CEO and certain executive positions, and key human capital metrics. The Board and Committees discuss with management its activities to attract, engage, develop and retain high-performing employees. The Board and Committees also assess employee engagement, turnover, and workloads to help ensure that the Company has adequate resources to execute its strategy.
The Board has delegated oversight of certain risk areas to the Committees, as follows:
Audit Committee - risks relating to financial statements, including, but not limited to, financial reporting processes, internal control over financial reporting, compliance, and auditing; and operational risks, including, but not limited to, risks related to cybersecurity and information technology.
Compensation and Human Capital Committee - broad oversight of human capital matters, including pay equity; talent and leadership development; the Company's efforts to attract, engage and retain talent; culture; inclusion and belonging; succession planning; the design and operation of Brighthouse Financial's compensation arrangements to confirm that incentive compensation does not encourage unnecessary risk-taking, as well as the relationship between risk management policies and practices, corporate strategy, and the compensation of senior executives.
Finance and Risk Committee - broad oversight of capital and risk management, including regular review of reports from management regarding significant risks, including, but not limited to, macro, capital, liquidity, market (which includes equity, interest rate, and asset-liability management risks), product, reinsurance, enterprise, and emerging risk, as well as the Company's risk governance framework; review of the Company's hedging strategy; approval of Brighthouse Financial's risk appetite statement; and coordination with the Compensation and Human Capital Committee Chair to oversee compensation-related risk matters.
Investment Committee - risks associated with our investment portfolio, including credit risk, portfolio allocation, and diversification risk; counterparty risk; the potential implications of our investment portfolio's exposure to sustainability-related risks, including climate-related physical and transition risks; as well as risks associated with our investments operating model and the selection and monitoring of our external asset managers.
Nominating and Corporate Governance Committee - risks relating to Brighthouse Financial's governance, our sustainability program (including environmental stewardship and corporate social responsibility), related person transaction policy, government relations, and the development and implementation of Brighthouse Financial's codes of conduct. The Office of Sustainability updates the Nominating and Corporate Governance Committee annually regarding sustainability topics that are relevant to our business, including climate risk, human capital matters, and culture, as well as our communications and disclosures regarding our sustainability program.
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 2025, and their primary roles and responsibilities.
Committee
Members
Description
Audit Committee (1)
Meetings held in 2025: 13
Compensation and Human Capital Committee (2)
Meetings held in 2025: 6
Executive Committee
Meetings held in 2025: None
Finance and Risk Committee (3)
Meetings held in 2025: 6
Stephen Hooley (Chair) Michael Inserra
Carol Juel Lizabeth Zlatkus
Diane Offereins (Chair) Chuck Chaplin
Eileen Mallesch Paul Wetzel
Eric Steigerwalt (Chair) Chuck Chaplin Stephen Hooley
Paul Wetzel (Chair) Chuck Chaplin Diane Offereins 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.
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."
The Executive Committee acts on behalf of the entire Board with respect to certain exigent matters between meetings of the Board.
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.
Disclaimer
Brighthouse Financial Inc. published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 15, 2026 at 22:05 UTC.