Sector: Financials
BRIGHTHOUSE FINANCIAL INC · Meeting: June 2, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders
Independent director since 2017 with strong financial services and insurance credentials; TSR trigger does not fire (BHF 3-year return of +42.9% vs. peer median of +86.3% is a gap of -43.4pp, below the 50pp threshold for strong-positive absolute TSR); no overboarding, attendance, or independence concerns identified.
Independent director since 2020 with relevant technology and financial services expertise; TSR trigger does not fire given the -43.4pp gap is below the 50pp threshold; holds seats at Q2 Holdings and Renaissance Re plus BHF (three total public boards), which is within the policy limit.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger is not applied; brings deep accounting and insurance audit expertise as a retired EY partner and CPA.
Independent director since 2021 with strong cybersecurity and technology operations background relevant to BHF's oversight needs; TSR trigger does not fire; no overboarding or attendance concerns.
Independent director since 2018 with insurance CFO experience and multiple relevant public board seats; TSR trigger does not fire; holds Arch Capital and Fifth Third Bancorp seats in addition to BHF, totaling three public boards, within policy limits.
Independent director since 2017 with relevant financial services and technology experience; TSR trigger does not fire; no overboarding or attendance concerns.
CEO and executive director since 2016; TSR trigger does not fire (3-year gap of -43.4pp vs. peer median is below the 50pp threshold for strong-positive absolute TSR); also holds one outside board seat at FTI Consulting, which is within the policy limit for a sitting CEO.
Independent director since 2017 with deep investment banking and financial institutions experience; TSR trigger does not fire; no overboarding or attendance concerns.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger is not applied; brings insurance risk management and CFO experience plus relevant public board experience at AXIS Capital and Pathward Financial.
All nine director nominees pass the policy screens. BHF's 3-year total shareholder return of +42.9% is strong positive (above +20%), meaning the underperformance threshold against the named peer group is 50 percentage points; the actual gap of -43.4pp does not reach that threshold, so the TSR trigger does not fire for any director. Two newer directors (Inserra and Zlatkus, both since 2024) are additionally exempt under the 24-month new-director rule. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified.
CEO
Eric Steigerwalt
Total Comp
$10,461,127
Prior Support
93.1%%
CEO total compensation of approximately $10.5 million is broadly consistent with benchmark expectations for a CEO of a ~$3.5B market cap financial services company, and the prior Say-on-Pay vote received overwhelming support of 93.1%, well above the 70% threshold requiring a response. The pay structure is heavily weighted toward variable, at-risk pay — base salary of $1.05M represents only about 10% of target total direct compensation of $9.8M, with the remaining 90% in performance-linked cash and equity awards, comfortably satisfying the requirement that at least 50-60% of pay be variable. Long-term incentive awards use multi-year performance metrics (net cash flow to the holding company and statutory expense ratio over a 3-year period) with a relative total shareholder return modifier, and a meaningful clawback policy covering both mandatory restatement recoupment and discretionary misconduct recovery is disclosed.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$13,694,000
Non-Audit Fees
$1,086,000
Non-audit fees (audit-related fees of $902K plus tax fees of $182K plus other fees of $2K, totaling approximately $1,086K) represent about 7.9% of audit fees of $13,694K, well below the 50% threshold that would trigger a concern about auditor independence. Deloitte's tenure is not explicitly stated in the proxy so the tenure trigger cannot fire per policy. Deloitte is a Big 4 firm fully appropriate for a company of BHF's size and complexity, and no material restatements were disclosed.
The 2026 Brighthouse Financial annual meeting presents a clean ballot with three standard proposals. All nine director nominees pass policy screens, the auditor fee ratio is well within acceptable bounds, and the executive compensation program features strong variable pay weighting with meaningful performance conditions and robust prior shareholder support, supporting FOR votes across all proposals.
12 companies disclosed in 2026 proxy filing
