Independent
Tenure on this board
8.8 yrs
Also a director at
Mgic Investment Corp (MTG)
9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, ratify Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026, and cast an advisory Say-on-Pay vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers.
Elect nine current director nominees to one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026.
Non-binding advisory (Say-on-Pay) vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Brighthouse Financial’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its pay-for-performance compensation framework, which for 2025 included short-term incentive (STI) metrics tied to corporate expenses, sales, and normalized statutory earnings, and long-term incentive (LTI) awards composed primarily of performance share units (PSUs) and restricted stock units (RSUs) with an rTSR modifier. The Compensation and Human Capital Committee and the Board emphasize alignment of pay with the Company’s strategic priorities—capital generation, expense discipline, and sales growth—and note governance features such as robust clawback/recoupment policies, stock ownership guidelines, independent consultant review, and limits on problematic pay practices. The advisory vote is non-binding, but the Board intends to consider the outcome and shareholder feedback when setting future compensation; the Company previously received 93.1% support on its 2025 Say-on-Pay vote. Company-specific context includes the completion of key strategic initiatives in 2025 (e.g., VA/Shield separation), strong normalized statutory earnings, and a pending Merger that affects certain award treatments and necessitated limited timing adjustments to some payments to mitigate excise-tax consequences. The Board recommends FOR the proposal on the grounds that the program incentivizes long-term value creation, uses measurable performance metrics and peer-relative TSR adjustments, and has features intended to limit excessive risk-taking. Because the vote is advisory, it will not directly alter existing awards, but an unfavorable outcome would prompt the Board and the Compensation Committee to engage with shareholders and potentially redesign elements of the program. Evaluating the merits of the proposal requires assessing the rigor of the stated performance metrics, the interplay between short- and long-term incentives (including the rTSR modifier), and how the program functioned in light of recent strategic transactions and capital decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 6.48% | 3,719,733 | $223M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.89% | 3,383,325 | $203M |
| 3 | BlackRock, Inc. | 5.18% | 2,976,431 | $178M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.51% | 2,592,405 | $155M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 2,569,674 | $154M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.35% | 2,499,064 | $150M |
| 7 | GLAZER CAPITAL, LLC | 4.16% | 2,392,195 | $143M |
| 8 | DME Capital Management, LP | 3.99% | 2,293,716 | $137M |
| 9 | STATE STREET CORP | 3.38% | 1,938,898 | $116M |
| 10 | BlackRock, Inc. | 3.04% | 1,747,474 | $105M |
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