Chuck Chaplin
Brighthouse FinancialAbout Chuck Chaplin
C. Edward “Chuck” Chaplin, age 68, is an independent Chairman of the Board at Brighthouse Financial (BHF) and director since 2017. He brings deep finance and insurance leadership from MBIA (President, CFO, CAO) and Prudential Financial (SVP & Treasurer), and holds a BA from Rutgers College and a Master of City and Regional Planning from Harvard University . He is identified with skills in senior leadership, insurance, financial services, accounting/financial reporting, and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBIA Inc. | President, CFO, CAO; previously VP & CFO | 2006–2017; President/CFO/CAO 2008–2016; VP & CFO 2006–2008 | Finance leadership and capital/risk oversight |
| Prudential Financial, Inc. | Positions of increasing responsibility; culminating as SVP & Treasurer | 1983–2006 | Treasury, capital markets, risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MGIC Investment Corp. | Director | 2014–present | Mortgage insurance; board experience |
| Rutgers University | Trustee | Not specified | Higher education governance |
| Executive Leadership Council | Member | Not specified | Leadership network |
| Newark School of the Arts | Trustee Emeritus | Not specified | Non-profit arts education |
Board Governance
- Independent Chairman; duties include setting agendas, presiding over meetings and independent director executive sessions, leading Nominating & Corporate Governance, and representing the Board in investor engagements .
- Committee assignments: Compensation & Human Capital; Executive; Finance & Risk; Nominating & Corporate Governance (Chair) .
- Independence: 8 of 9 directors are independent; Chaplin is independent .
- Attendance: In 2024, Board held 7 meetings and Committees 34; each director attended at least 75% of the aggregate of Board and assigned Committee meetings .
- Executive sessions: Independent directors meet regularly (at least twice annually) without management; chaired by Chaplin .
- Stockholder engagement: In 2H 2024, outreach to holders of ~52% of shares; meetings with ~37%; Chairman participated in one engagement .
- Risk oversight: As Finance & Risk member, Chaplin oversees capital, liquidity, hedging, RBC and risk appetite; committees have clear charters and independent leadership .
Fixed Compensation
Director pay program structure (non-management directors):
| Description | Amount | Form |
|---|---|---|
| Annual retainer | $285,000 | $120,000 cash; $165,000 equity (RSUs) |
| Chairman of the Board | $200,000 | 50% cash; 50% equity |
| Audit Committee Chair | $35,000 | 100% cash |
| Other Committee Chairs (Compensation & Human Capital; Nominating & Corporate Governance; Finance & Risk; Investment) | $22,000 | 100% cash |
2024 actual compensation – Chuck Chaplin:
| Component | 2024 Amount |
|---|---|
| Fees Earned/Paid in Cash | $242,000 |
| Stock Awards (RSUs grant-date fair value) | $264,942 |
| Total | $506,942 |
2024 director equity grants:
| Award | Grant Date | Units | Grant-Date Value |
|---|---|---|---|
| Annual RSUs | June 6, 2024 | 3,850 | $164,973 (per director) |
| Additional RSUs for Chairman | June 6, 2024 | 2,333 | $99,969 |
Program mechanics and alignment:
- Annual RSUs generally vest on the earlier of one-year from grant or next annual meeting; number of RSUs set by intended value divided by closing price on grant date .
- Deferred Compensation Plan allows directors to defer cash/equity; some directors participate .
- Director stock ownership guidelines: minimum holdings equal to 4× equity portion of annual retainer (for Chaplin, includes equity portion of Chairman retainer); 5-year compliance window; directors must retain at least 50% of net shares until guidelines met; all >5-year directors are compliant and others on track; as of Record Date, no director has sold vested equity .
Performance Compensation
Directors do not receive performance-based equity (no PSUs) or options; RSUs are time-based. Oversight of management’s pay-for-performance program is through the Compensation & Human Capital Committee (member: Chaplin).
2024 Short-Term Incentive (STI) metrics and outcomes:
| Metric (Weight) | Target Definition | 2024 Actual Result | Payout % |
|---|---|---|---|
| Corporate Expenses (40%) | Company-level corporate expenses target | $820M | 150% |
| Sales (40%) – Annuity (80%) | Total annuity deposits | $10.048B | 116% |
| Sales (40%) – Life (20%) | New life premium/paid premium mix | $120M | 111% |
| Normalized Statutory Earnings (20%) | Adjusted statutory earnings metric | $(1,285)M | 0% |
| Company Performance Factor | Weighted aggregate result | 106% | 106% |
2024–2026 Long-Term Incentive (PSU) design:
| PSU Metric | Weight / Modifier | Performance Link |
|---|---|---|
| Net Cash Flow to Holding Company | 60% | Capital distribution strength and flexibility |
| Statutory Expense Ratio | 40% | Operating efficiency and sales growth |
| Relative TSR Modifier | ±10 percentage points | Aligns with long-term shareholder returns vs comparator group |
2022 PSU payout (for 2022–2024 performance, paid in Q1 2025):
| Metric | Result | Payout % |
|---|---|---|
| Statutory Expense Ratio (60%) | 7.61% | 94% |
| Net Cash Flow to Holding Company (40%) | $288M | 64% |
| Total PSU Payout | — | 82% |
Program safeguards:
- Robust clawbacks (mandatory restatement recoupment; additional misconduct/material inaccuracy policy) administered by the Committee .
- Hedging/pledging prohibition applies to directors and employees .
- Strong say-on-pay support: ~98.9% approval in 2024, reflecting investor alignment .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| MGIC Investment Corp. | Mortgage Insurance | Director | Different business vs BHF annuities/life; no disclosed related-party transactions or conflicts |
Expertise & Qualifications
- Senior leadership; Insurance; Financial services; Accounting/financial reporting; Public company board experience .
- Qualifications for chairmanship: independence, prior president/CFO/CAO experience, public board service, and time commitment .
- As Nominating & Corporate Governance Chair, leads director recruitment, committee assignments, and annual board/committee evaluations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Chuck Chaplin | 49,898 | * (<1%) | Includes RSUs vesting within 60 days (6,183) |
Ownership alignment and policy:
- Director stock ownership guideline: ≥4× equity portion of annual retainer; retention of ≥50% net shares until compliant; all >5-year directors compliant; others on track .
- No director has sold vested equity as of the Record Date (April 14, 2025) .
- Insider policy prohibits hedging and pledging of company securities .
Governance Assessment
- Strengths: Independent chair with defined responsibilities; independent committee leadership; rigorous board and committee charters; regular executive sessions; strong pay-for-performance framework and clawbacks; high say-on-pay support; director ownership guidelines; hedging/pledging ban; robust shareholder engagement .
- Board effectiveness signals: Skills matrix aligns with BHF’s strategy (insurance, risk, IT/cybersecurity, finance); proactive refreshment; annual assessments; overboarding policy in place; mandatory retirement age 72 .
- Risk oversight emphasis: Finance & Risk Committee oversight of capital, liquidity, hedging and RBC; Audit Committee oversight of cybersecurity and compliance; Investment oversight of portfolio risks; Nominating oversight of sustainability governance .
- Watch items: 2024 normalized statutory loss ($1.3B) and hedging complexity tied to Shield block growth—Board cites simplifying variable annuity/Shield hedging and reinsurance execution to improve capital efficiency and maintain combined RBC ratio in target range (ended 2024 at 402%) .
- Related-party transactions: Policy oversight by Nominating & Corporate Governance (chaired by Chaplin); ordinary-course, arm’s-length engagements with >5% holders (e.g., BlackRock for asset management and LifePath Paycheck), explicitly reviewed/approved per policy—no personal conflicts disclosed for Chaplin .
- Attendance/engagement: Each director met minimum attendance (≥75%); all nominees at 2024 annual meeting; Chairman involved in shareholder engagement—a positive for accountability .
Overall: Chaplin’s independence, committee leadership and capital/risk expertise support board effectiveness and investor confidence. Key oversight priorities include hedging simplification, statutory capital efficiency, and sustaining pay-for-performance alignment as BHF navigates RBC targets and normalized statutory earnings volatility .