Brighthouse Financial (BHF) Proxy Filing summary

Executive summary

• 2024 saw strong execution of strategic initiatives, robust liquidity, and record sales in key product lines, but statutory results were below expectations due to new business growth strain and hedging complexity.

• The company maintained a strong capital position, repurchased $250 million in stock, and reduced shares outstanding by 8% over 2023.

• Strategic initiatives included reinsurance transactions, simplification of hedging strategies, and a focus on capital efficiency.

• Expense discipline continued, with corporate expenses down over 7% from 2023.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of the amended and restated 2017 Stock and Incentive Compensation Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors with diverse skills in leadership, insurance, financial services, IT/cybersecurity, and risk management.

• Eight of nine directors are independent; all committees except Executive are composed solely of independent directors.

• Annual director elections, majority voting standard, and no poison pill.

• Regular board refreshment, annual self-assessments, and mandatory retirement at age 72.

• Robust stockholder engagement program, with feedback influencing governance and compensation practices.