Carol Juel
About Carol Juel
Carol D. Juel (age 52) has served as an Independent Director of Brighthouse Financial since 2021. She is Executive Vice President, Chief Technology and Operating Officer at Synchrony Financial and brings deep expertise in technology, cybersecurity, operations, and financial services. She serves on the Audit and Investment Committees and is classified as independent under SEC and Nasdaq rules . Education: BA, College of the Holy Cross .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial | EVP, Chief Technology & Operating Officer | 2021–present | Technology and operations leadership; cybersecurity oversight relevance |
| Synchrony Financial | EVP, Chief Information Officer | 2014–2021 | Enterprise IT leadership |
| General Electric (GE Capital Retail Finance/GE Money) | CIO; VP, Information Technology | 2004–2014 (CIO 2011–2014; VP 2004–2011) | Financial services IT; risk/regulatory tech |
| Accenture | Senior Manager, Financial Services | 1995–2004 | Consulting in financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Girls Who Code | Chair, Board of Directors | Not stated | Non-profit leadership |
| College of the Holy Cross | Trustee | Not stated | Governance role |
| Other public company boards | None | — | No current or prior public company directorships listed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent Director |
| Committees | Audit (member); Investment (member) |
| Committee meeting counts (2024) | Audit: 10; Investment: 5 |
| Audit financial expert designation | Financial expert designations: Steve Hooley, Michael Inserra, Lizabeth Zlatkus (not Juel) |
| Attendance | In 2024, Board held 7 meetings; Committees held 34; each Director attended ≥75% of aggregate Board/Committee meetings |
| Executive sessions | Independent committees comply with SEC/Nasdaq; charters posted and annually evaluated |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | RSU Grant Details | Total ($) |
|---|---|---|---|---|
| 2024 | 120,000 | 164,973 | 3,850 RSUs granted on June 6, 2024; annual director RSUs generally vest earlier of one year or next annual meeting | 284,973 |
| Program Element | Amount | Form |
|---|---|---|
| Annual Board retainer (non-management directors) | 285,000 | 120,000 cash; 165,000 equity |
| Committee chair fees | Audit: 35,000 (cash); Other committee chairs: 22,000 (cash) | Cash |
| Chairman of the Board fee | 200,000 | 50% cash; 50% equity |
Additional notes:
- Deferred Compensation Plan allows directors to defer cash/equity; payments adjusted for simulated investment experience until distribution, including upon director’s departure .
- Director Stock Ownership Guidelines require ownership of at least 4x equity portion of annual retainer within five years; retain at least 50% of net shares until satisfied. All >5-year directors are in compliance; others on track; as of record date, no director has sold vested equity .
Performance Compensation
- Directors receive time-based RSUs as part of the annual retainer; there are no performance-based equity metrics (e.g., PSUs) disclosed for directors. Annual RSU awards vest on the earlier of one year from grant or the next annual meeting .
- Hedging and pledging of company securities are prohibited by policy for Directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None |
| Potential interlocks/conflicts | No shared directorships with key BHF competitors/suppliers disclosed; related person transaction policy overseen by Nominating & Corporate Governance Committee |
Expertise & Qualifications
| Dimension | Evidence |
|---|---|
| Technology & Cybersecurity | Identified skills: IT/Cybersecurity; current CTO/COO role at Synchrony |
| Financial services & risk | Identified skills: Financial Services; Risk Management; Regulation |
| Governance & committee fit | Audit Committee oversight includes IT, data privacy, cybersecurity; aligns with expertise |
| Education | BA, College of the Holy Cross |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Vesting Within 60 Days (as of Apr 14, 2025) |
|---|---|---|---|
| Carol Juel | 12,710 | * (<1%) | 3,850 |
Notes:
- Beneficial ownership table indicates individual holdings are below 1% of shares outstanding for directors .
Insider Trades
| Filing Date | Form | Transaction/Instrument | Key Terms | Source |
|---|---|---|---|---|
| 2025-06-06 | Form 4 | Deferred RSUs | Each deferred RSU equals one share or cash value of one share; payout per deferral election or upon termination of service | |
| 2025-06-16 | Form 4 | RSUs | RSUs vest on earlier of first anniversary of grant date or 2026 annual meeting; vested shares per plan terms |
No pledging or hedging: Company insider trading policy prohibits Directors from hedging or pledging company securities .
Governance Assessment
- Board effectiveness and fit: Juel’s technology/cybersecurity and operations background aligns directly with Audit Committee’s oversight of IT, data privacy, and cybersecurity—a material risk area for an insurer—supporting board risk oversight quality .
- Independence and committee engagement: Independent; active roles on Audit and Investment Committees with documented 2024 meeting cadence (Audit: 10; Investment: 5). Attendance policy met (≥75% of aggregate meetings) .
- Ownership alignment: Meaningful director equity via annual RSUs; strict ownership guidelines (4x equity retainer, 50% net shares retention) and prohibition of hedging/pledging increase alignment and mitigate risk of misaligned incentives .
- Compensation structure: Balanced cash/equity retainer; no meeting fees disclosed; chair fees modest; compensation targeted at median comparator group—signals discipline and alignment with market norms .
- Conflicts/related-party exposure: No related person transactions disclosed for Juel; governance framework assigns oversight of related transactions to Nominating & Corporate Governance Committee .
- RED FLAGS: None identified for hedging/pledging, related-party transactions, or low attendance. Note that she is not designated as an “audit committee financial expert,” though others on the committee are; given her IT/cybersecurity specialization, this is not a red flag but clarifies functional expertise distribution .