Proposal 1: Election of nine (9) Directors to serve a one-year term ending at the 2025 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 2024;

Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers;

Proposal 4: Advisory vote on the frequency of future advisory votes to approve the compensation paid to Brighthouse Financial’s Named Executive Officers;

Proposal 5: Approval of the amended and restated Brighthouse Financial, Inc. Employee Stock Purchase Plan; and

Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

ii

Notice of Annual Meeting of Stockholders

You may attend the Annual Meeting and cast your vote at

www.virtualshareholdermeeting.com/BHF2024.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 6, 2024, at 8:00 a.m., Eastern Time

The accompanying Proxy Statement, our 2023 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.”

iv

Chairman’s Letter to Our Stockholders

2

Contents

Proposal

Board Recommendation

Page

1.  Election of nine (9) Directors to serve a one-year term ending at the 2025 Annual Meeting of Stockholders

FOR each of the

Board’s nominees

2.  Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2024

FOR

3.  Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers (the “Say-on-Pay” vote)

FOR

4.  Advisory vote on the frequency of future advisory votes to approve the compensation paid to Brighthouse Financial’s Named Executive Officers

ONE YEAR

5.  Approval of the amended and restated Brighthouse Financial, Inc. Employee Stock Purchase Plan

FOR

4

Proxy Summary

Financial and Capital Strength

Prudent Financial Management – we maintained a strong capital position at both our holding company and our operating companies. Our financial position allowed us to support growth as well as return capital to stockholders in 2023.

Capital and Liquidity Management – we continued to strengthen our balance sheet and ended 2023 with holding company liquid assets of $1.3 billion.

Statutory Capital – we ended 2023 with $6.3 billion of combined statutory total adjusted capital. Our combined risk-based capital ratio of 428% was within our target range of 400% to 450% in normal market conditions.

Normalized Statutory Earnings – generating normalized statutory earnings remains a focus of our financial management strategy. Normalized statutory earnings is used by management to measure our insurance companies’ ability to pay future distributions and is reflective of whether our hedging program functions as intended. For full year 2023, we had a normalized statutory loss of $233 million, as strong core performance in the variable annuity (“VA”) business was more than offset by weaker results in non-VA business.

Capital Return – we repurchased $250 million of our common stock in full year 2023, reducing shares outstanding relative to year-end 2022 by 7%. In November 2023, we announced a new common stock repurchase authorization of up to $750 million.

Ratings – we maintained our operating companies’ strong financial strength ratings.

Products and Sales

Annuity – we achieved annuity sales of approximately $10.6 billion, exceeding our 2023 target. Total annuity sales decreased 8% over 2022, driven by lower fixed deferred annuity sales, partially offset by record sales of Shield^® Level Annuities, which increased 17% over 2022. In May 2023, we introduced new enhancements to our Shield^® Level Annuities Product Suite, as we continue to be a leader in the index-linked annuity marketplace. In November 2023, we launched Brighthouse SecureKey^SM Fixed Indexed Annuities, expanding our distribution footprint in the fixed indexed annuity market.

Life Insurance – our life insurance sales were $102 million, exceeding our 2023 target and increasing 28% over 2022. We also expanded our life insurance suite with the launch of Brighthouse SmartGuard Plus^SM, our first registered index-linked universal life insurance policy.

Expenses

Corporate Expenses – we maintained our focus on controlling corporate expenses, which were $885 million for full year 2023, up only 2% over 2022 in an environment with core inflation of approximately 4%. We remain focused on maintaining our disciplined expense management.

Name

Chuck Chaplin

Chairman of the Board

Director since 2017

•  Male

•  Black/
African
American

•  Senior Leadership

•  Insurance

•  Financial Services

•  Accounting/Financial Reporting

•  Public Company Board Experience

•  Compensation and Human Capital

•  Executive

•  Finance and Risk

•  Nominating and Corporate Governance (Chair)

Steve Hooley

Director since 2020

•  Male

•  White/
Caucasian

•  Senior Leadership

•  IT/Cybersecurity

•  Financial Services

•  Accounting/Financial Reporting

•  Public Company Board Experience

•  Audit (Chair)

•  Executive

•  Investment

Mike Inserra

Director since 2024

•  Male

•  White/
Caucasian

•  Senior Leadership

•  Insurance

•  Financial Services

•  Investments

•  Audit

•  Investment

Carol Juel

Director since 2021

•  Female

•  White/
Caucasian

•  IT/Cybersecurity

•  Financial Services

•  Risk Management

•  Regulation

•  Audit

•  Investment

Eileen Mallesch

Director since 2018

•  Female

•  White/
Caucasian

•  Accounting/Financial Reporting

•  Insurance

•  Financial Services

•  Investments

•  Compensation and Human Capital

•  Investment (Chair)

•  Nominating and Corporate Governance

Diane Offereins

Director since 2017

•  Female

•  White/
Caucasian

•  IT/Cybersecurity

•  Financial Services

•  Human Capital Management

•  Regulation

•  Compensation and Human Capital (Chair)

•  Finance and Risk

•  Nominating and Corporate Governance

Eric Steigerwalt

Director since 2016

•  Male

•  White/
Caucasian

•  Senior Leadership

•  Insurance

•  Financial Services

•  Investments

•  Risk Management

•  Executive (Chair)

6

Proxy Summary

Name

Paul Wetzel

Director since 2017

•  Male

•  White/
Caucasian

•  Senior Leadership

•  Financial Services

•  Regulation

•  Risk Management

•  Compensation and Human Capital

•  Finance and Risk (Chair)

•  Nominating and Corporate Governance

Lizabeth Zlatkus

Director since 2024

•  Female

•  White/
Caucasian

•  Senior Leadership

•  Insurance

•  Financial Services

•  Public Company Board Experience

•  Risk Management

•  Audit

•  Finance and Risk

Senior Leadership

Provides Directors with valuable organizational, strategic planning, and risk management skills to oversee and advise management

Insurance

Aids in Director oversight of our strategy, including product development, sales, distribution and financial management

Financial Services

Supports Director oversight of various aspects of our business, including product development, marketing, and distribution

Accounting/Financial Reporting

Enables Directors to oversee our financial reporting processes and controls

Brand and Marketing

Supports oversight of the development and execution of our strategy to build our brand and market our products

Human Capital Management

Supports oversight of our talent management, succession planning, and executive compensation practices, as well as our diversity, equity, and inclusion (“DEI”) activities

Information Technology/Cybersecurity

Enables Directors to manage and oversee our technology-related strategic objectives and to oversee cybersecurity risk

Investments

Facilitates effective management and oversight of our investment portfolio to drive returns and manage investment risk

Regulation

Enables Director oversight of our compliance programs and assists the Company in navigating the complex and highly regulated environment in which we operate

Risk Management

Facilitates Director oversight of management’s policies and practices to identify, monitor, and manage the complex risks facing our Company

Other Public Company Board Experience

Exposes Directors to diverse perspectives, trends, and governance practices that can enhance oversight

8

Proxy Summary

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

White

Chairman of the Board (the “Chairman”); and

Chair of the Nominating and Corporate Governance Committee.

Compensation and Human Capital Committee; and

Investment Committee.

adopted a majority voting standard for uncontested Director elections via amendment of our Bylaws; and

removed provisions in our Amended and Restated Certificate of Incorporation (the “Charter”) and our Amended and Restated Bylaws (the “Bylaws”) that required a supermajority vote to amend certain provisions of our Charter and Bylaws.

Responsiveness and Accountability

NEW 

Charter and Bylaws amended to remove supermajority voting requirements to amend certain provisions of our Charter and Bylaws

10

Proxy Summary

•  Fixed compensation for service during the year.

•  Annual cash award based on Company and individual performance.

•  Performance metrics measure our achievement of three strategically important corporate goals for the 2023 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%) – important indicator of financial strength that is used by management to measure our insurance companies’ ability to pay future distributions and is reflective of whether our hedging program functions as intended.

•  Qualitative assessment of individual performance, including DEI efforts.

•  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 2023-2025 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.

What We Do

Pay-for-Performance. A substantial portion of our NEOs’ Target Total Direct Compensation (“TDC”) is in the form of variable, at-risk elements that reward our executives only if we achieve performance goals that we believe are linked to long-term value creation.

Stock Ownership Guidelines. We have established stock ownership and retention guidelines that require our NEOs to maintain significant stock ownership, thereby aligning their interests with those of our stockholders.

Clawback Policies. We maintain robust compensation recoupment policies (the “Compensation Recovery Policies”) that provide for the mandatory recoupment of erroneously awarded compensation from covered officers in the event of a financial restatement (in accordance with Nasdaq listing standards) and that also allow for the recoupment of incentive and equity compensation earned by executive officers or other employees in the event of certain misconduct or the material inaccuracy of performance metrics.

Minimum Vesting Periods. Equity awards that are subject to achievement of performance goals or that vest based solely on continued service generally have three-year vesting periods (the latter generally at a rate not greater than one-third per year).

Stockholder Engagement. We actively engage with our stockholders on various topics, including our executive compensation program. We recognize the importance of our stockholders’ perspectives in the compensation-setting process and consider their feedback in the design of our compensation program.

Independent Compensation Consultant. Our Compensation and Human Capital Committee has retained Semler Brossy Consulting Group (“Semler Brossy”) as its independent compensation consultant to advise it on our executive compensation program.

Double-Trigger Vesting of Equity Awards Upon a Change of Control. Outstanding awards that are substituted or assumed in a change of control only vest if the NEO is terminated or resigns with good reason.

What We Don’t Do

Gross-ups on Excise Taxes. We do not provide tax gross-up benefits in connection with payments upon a change of control.

Reprice Stock Options. Our equity incentive plans prohibit us from repricing stock options or stock appreciation rights without stockholder approval.

Excessive Perquisites. We provide limited perquisites to our executive officers.

Hedging and Pledging. Our insider trading policy prohibits all employees and Directors from engaging in hedging or pledging transactions in Brighthouse Financial securities.

12

Proposal 1 – Election of Directors

Age: 67

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 Foundation, Trustee

•  Executive Leadership Council, Member

•  Newark School of the Arts, Trustee Emeritus

Education

•  BA, Rutgers College

•  Master of City and Regional Planning, Harvard University

Age: 61

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)

•  Stericycle Inc. (2019 – present)

Past Public Company Directorships

•  Legg Mason Inc. (2019 – 2020)

•  DST Systems, Inc. (2012 – 2018)

Education

•  BS, Worcester Polytechnic Institute

14

Proposal 1 – Election of Directors

Age: 62

Director since: 2024

Committees:

•  Audit

•  Investment

Michael J. (“Mike”) 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 (2021 – present)

•  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

Age: 51

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

Age: 68

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

•  Certified Public Accountant

•  American Institute of Certified Public Accountants, Member

Education

•  BS, City University of New York (CUNY)

Age: 66

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

•  Bluecode, Board of Directors (2023 – present)

•  Lendbuzz Insurance, LLC, Board of Directors (2024 – present)

•  The Chicago Network, former Chair

•  Children’s Home + Aid, Member, Board of Trustees

Education

•  BBA, Loyola University, New Orleans

16

Proposal 1 – Election of Directors

Age: 62

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

None

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

•  Wells Fargo Champions for Education, Member, Board of Directors (2017 – present)

Education

•  BA, Drew University

Age: 64

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

Age: 65

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

18

Board and Corporate Governance Practices — Commitment to Effective Corporate Governance

20

Board and Corporate Governance Practices — Building Our Board of Directors

Board Membership Criteria – The Nominating and Corporate Governance Committee leads the search for, and recommends, candidates to serve on the Board based on their business and professional experience, judgment, diversity, skills, 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, including gender and racial or ethnic diversity.

Board Diversity – The Board believes a diverse board is better able to effectively oversee the Company’s management and strategy and to position it to deliver long-term value for our stockholders. The Board seeks Directors who possess a broad range of skills, experience, backgrounds, and perspectives, and considers their contributions to the gender and racial or ethnic diversity of our Board. While the Company does not have a formal Board diversity policy, our Corporate Governance Principles place an emphasis on diversity. The Nominating and Corporate Governance Committee and the Board consider diversity of perspective and background when recruiting and nominating directors for election and when assessing the effectiveness of the Board. In recent Board candidate searches, the Nominating and Corporate Governance Committee has instructed the third-party search firms it has engaged to include candidates who would contribute to the gender and racial or ethnic diversity of our Board in the initial pool from which it selects director candidates. We believe the current composition of the Board reflects those efforts and the importance of diversity to the Board.

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. Mr. Inserra and Ms. Zlatkus are being nominated for election as Directors for the first time at the Annual Meeting. Mr. Inserra was identified as a nominee due to his service as a director of Brighthouse Life Insurance Company of NY, an indirect wholly owned Company subsidiary. Ms. Zlatkus was originally proposed to us as a Director nominee by a third-party search firm engaged by the Nominating and Corporate Governance Committee to identify potential director candidates. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, Nasdaq listing requirements, the ability of candidates to enhance the diversity 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 it must refresh
its composition to address Brighthouse Financial’s
oversight needs as the Company evolves over time. We
believe 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 Tenure

Assessing the Board’s Performance – The Board views its annual self-assessment 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 assessment. For 2023, each Director completed assessments of 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 also provided feedback on the other Directors. The Nominating and Corporate Governance Committee reviewed and reported the results of the assessments to the full Board and to management. The Board continues to address any issues and implement constructive suggestions raised in the self-assessments to further enhance its effectiveness.

22

Board and Corporate Governance Practices — Board Leadership Structure

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 2023, the Board held six meetings, and the Committees held a total of 31 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.

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.

Stage 1

Assessment
and Engagement Planning

•  Our Board and Committees review the outcome of votes on proposals during our annual meeting, as well as feedback received from our stockholders.

•  Our Board and Committees review governance and compensation trends at peer and other comparable companies.

•  The Board and Committees discuss our stockholder engagement plan, including topics for discussion and areas for stockholder feedback.

Stage 2

Engagement

•  We invite stockholders and proxy advisory firms to engage with us.

•  During our meetings, we discuss and solicit feedback on our strategy, governance, executive compensation, sustainability program, and other areas of importance to our stockholders.

Stage 3

Review Feedback
and Take Action

•  The Board and Committees consider stockholder feedback as part of their annual review of our governance and compensation policies and practices, as well as their oversight of our strategy, sustainability program, and other areas that are important to our stockholders. Potential changes are discussed and may be implemented.

•  We aim to enhance our sustainability disclosures to communicate our activities in areas that are most significant to our Company and to address stockholder feedback.

Stage 4

Proxy Statement
and Annual Meeting

•  We draft our proxy statement to disclose and communicate our governance and compensation practices, elect Directors, and seek stockholder approval of certain matters.

•  After we file our proxy statement, we contact our stockholders and invite them to engage on any issues relating to the annual meeting.

24

Board and Corporate Governance Practices — Stockholder Engagement

•  Our Board composition reflects our strong focus on diversity, including an appropriate mix of skills, experiences, backgrounds, and demographic diversity traits.

•  Brighthouse Financial has a thoughtful approach to Board composition and refreshment, including the assessment of the skills required to support the evolution of the Company.

•  Enhanced disclosures provide insight into the alignment of Directors skills to Company strategy.

•  We continue to recruit Directors whose skills enable them to effectively oversee the execution of Brighthouse Financial’s strategy and who add to the overall diversity of our Board (see “– Building Our Board of Directors”).

•  Brighthouse Financial has a reasonable and balanced governance profile.

•  Brighthouse Financial should regularly assess its governance practices to ensure that they remain appropriate over time.

•  The recent changes to the Brighthouse Financial governance profile are positive and reflect a thoughtful approach to assessing its governance practices.

•  Our Board regularly reviews our governance practices and considers whether to adopt any changes.

•  Brighthouse Financial continues to advance in its sustainability journey through practices and disclosures in areas the Company believes are important to its sustainable growth strategy, such as human capital management, DEI, cybersecurity, and climate risk.

•  Brighthouse should continue to enhance its disclosures over time.

•  The annual Corporate Sustainability Report, which is located at www.brighthousefinancial.com/about-us/corporate-responsibility, provides comprehensive information about our sustainability program and progress (see “Our Sustainability Journey”), including data that aligns with Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) frameworks.

•  The 2023 Corporate Sustainability Report, which will be published later this year, will include enhancements related to our approach to responsible product governance.

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 talent and leadership development, succession planning, and the development and execution of our strategy to advance our DEI initiatives;

our operations and technology platform;

our investment strategy; and

our financial and risk profile in various market scenarios.

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 Investment Officer, Chief Risk Officer (“CRO”), and Chief Distribution and Marketing Officer, 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

26

Board and Corporate Governance Practices — Risk Oversight

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 DEI, pay equity, talent and leadership development, culture, 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.

Climate Risk – the Board recognizes that climate risk could pose a systemic risk to the financial system and could have direct and indirect impacts on our Company. In addition to the Finance and Risk Committee’s oversight of climate risk, the Investment Committee oversees climate risk related to our investment portfolio.

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 initiatives to advance DEI, 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, market, liquidity, product, 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 ESG-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 regularly updates the Nominating and Corporate Governance Committee regarding ESG topics most relevant to our business, including climate risk, progress against our ESG strategy and goals, and plans to disclose our ESG performance.

Committee

Audit Committee ⁽¹⁾

Meetings held

in 2023: 10  

Steve Hooley (Chair)   

Mike Inserra

Carol Juel

Lizabeth Zlatkus

Compensation and Human Capital Committee ⁽²⁾

Meetings held

in 2023: 5

Diane Offereins (Chair)

Chuck Chaplin

Eileen Mallesch

Paul Wetzel

Executive Committee

Meetings held

in 2023: None

Eric Steigerwalt (Chair)

Chuck Chaplin

Steve Hooley

Finance and Risk Committee ⁽³⁾

Meetings held

in 2023: 6

Paul Wetzel (Chair)

Chuck Chaplin

Diane Offereins

Lizabeth Zlatkus ⁽⁴⁾

Investment Committee ⁽³⁾

Meetings held

in 2023: 5

Eileen Mallesch (Chair)

Steve Hooley

Mike Inserra ⁽⁵⁾

Carol Juel

28

Board and Corporate Governance Practices — Director Compensation

Committee

Nominating and Corporate Governance Committee ⁽³⁾

Meetings held

in 2023: 5

Chuck Chaplin (Chair)

Eileen Mallesch

Diane Offereins

Paul Wetzel

All Audit Committee members are independent under applicable SEC and Nasdaq rules and are “financially literate.” The Board has determined that Chuck Chaplin, Steve Hooley, Mike Inserra, and Lizabeth Zlatkus each qualifies as an “audit committee financial expert” under applicable SEC rules. Mr. Inserra and Ms. Zlatkus joined the Board on April 9, 2024 and were appointed to the Audit Committee at such time. Mr. Chaplin’s service on the Audit Committee ended on April 9, 2024 at the time of the appointments of Mr. Inserra and Ms. Zlatkus to the Audit Committee.

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”).

All Finance and Risk Committee, Investment Committee, and Nominating and Corporate Governance Committee members are independent under applicable SEC and Nasdaq rules.

Ms. Zlatkus joined the Board on April 9, 2024 and was appointed to the Finance and Risk Committee at such time.

Mr. Inserra joined the Board on April 9, 2024 and was appointed to the Investment Committee at such time.

Description

Amount 

Form 

 Pay for Board Service

 Annual retainer

$285,000 

 Additional Pay for Service as Chairman or Committee Chair

 Chairman of the Board

$200,000 

 Audit Committee Chair

$ 35,000