Diane Offereins
Brighthouse FinancialAbout Diane Offereins
Independent director of Brighthouse Financial since 2017; age 67. Former Executive Vice President and President – Payment Services at Discover Financial Services, with deep financial services, information technology, cybersecurity, and human capital management credentials. Serves as Chair of the Compensation and Human Capital Committee and is a member of the Finance and Risk and Nominating and Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | EVP & President, Payment Services; EVP & Chief Technology Officer | 2010–2023; 1998–2008 | Led Discover Global Network growth; senior technology leadership |
| MBNA / Bank of America / SouthEast Bank | Leadership roles | Prior to 2009 | Financial services leadership prior to Discover |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brighthouse Financial (Nasdaq: BHF) | Independent Director | 2017–present | Chair: Compensation and Human Capital; Member: Finance & Risk; Nominating & Corporate Governance |
| Flywire (Nasdaq: FLYW) | Director | 2023–present | People & Compensation Committee |
| Lendbuzz Insurance, LLC | Director | 2024–present | Private affiliate board role |
| Bluecode | Director | 2023–present | Private company board role |
| West Corporation | Director (past) | 2015–2017 | Past public company directorship |
Board Governance
- Independence: Identified as an independent director; Brighthouse’s Board has eight of nine directors independent, with independent committee leadership and annual elections .
- Committee leadership and scope:
- Compensation & Human Capital (Chair): Oversees executive pay, ownership guidelines, hedging/pledging prohibitions, succession, culture, inclusion/belonging, and compensation risk .
- Finance & Risk: Oversees capital/liquidity, hedging strategy, enterprise risk, risk appetite .
- Nominating & Corporate Governance: Oversees board composition, independence determinations, related person transaction policy, codes of conduct, sustainability program .
- Attendance: In 2024, Board met 7 times and committees met 34 times; each director attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting .
- Tenure: Director since 2017; standing committee chair role signals strong engagement and influence on human capital and pay oversight .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $120,000 | $120,000 |
| Committee Chair Fee ($) | $22,000 (Compensation Chair) | $22,000 (Compensation Chair) |
| Total Cash Fees ($) | $142,000 | $142,000 |
| Annual RSU Grant (Units) | 3,703 RSUs (Grant 6/8/2023) | 3,850 RSUs (Grant 6/6/2024) |
| RSU Grant Date Fair Value ($) | $164,969 | $164,973 |
| RSU Vesting Terms | Earlier of 1-year or next annual meeting | Earlier of 1-year or next annual meeting |
| Outstanding Unvested RSUs at Year-End (Units) | 3,703 (as of 12/31/2023) | 3,850 (as of 12/31/2024) |
Program design: Non-management director annual retainer $285,000 (cash $120,000; equity $165,000), plus chair fees ($22,000 for all committee chairs except Audit at $35,000; Chairman of the Board $200,000 split cash/equity). Equity grants under the Director Plan vest time-based; no meeting fees .
Performance Compensation
| Element | Design | Metrics | Notes |
|---|---|---|---|
| Director RSUs | Time-based vesting | None disclosed for directors | Annual RSUs vest on earlier of one year or next annual meeting; no director PSUs |
The Compensation & Human Capital Committee uses quantitative performance metrics for NEOs (Net Cash Flow to Holding Company 60%; Statutory Expense Ratio 40%; rTSR ±10% modifier) but director pay is not performance-conditioned .
Other Directorships & Interlocks
| Company | Industry Relationship to BHF | Interlock Risk |
|---|---|---|
| Flywire (payments) | No disclosed supplier/customer relationship to BHF | No related person transactions disclosed in proxy under Item 404; governance oversight via Nominating & Corporate Governance |
| Lendbuzz Insurance, LLC; Bluecode | Private | No Item 404 transactions disclosed; oversight policy in place |
| West Corporation (past) | Past public directorship | Historical role only |
Expertise & Qualifications
- Expertise: Information technology/cybersecurity, financial services, human capital, regulation .
- Education: BBA, Loyola University (New Orleans) .
- Board qualifications emphasize risk management, technology oversight, compensation governance, and sustainability program oversight via committee roles .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (Record Date April 14, 2025) | 25,797; percent of outstanding marked “*” (<1%) |
| Unvested RSUs (as of 12/31/2024) | 3,850 RSUs |
| Ownership Guidelines (Independent Directors) | ≥4× equity portion of annual retainer; 50% net shares retention until met; 5-year compliance window |
| Compliance Status | All directors >5 years of service are in compliance; Offereins joined 2017 |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
| Disposals | As of record date, no director has sold any vested equity |
Say-on-Pay & Shareholder Signals
| Vote | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 35,210,082 | 2,536,631 | 66,525 | 5,227,857 |
- Historical approval strong: ~98.9% support in 2024 including abstentions, reflecting investor confidence in pay program overseen by Offereins’ committee .
Governance Assessment
- Positives:
- Independent director with chair role over Compensation & Human Capital; strong oversight of executive pay design, risk balancing, clawbacks, hedging/pledging prohibitions, and ownership alignment .
- Clear attendance expectations met; strong board/committee engagement .
- Director pay structure weighted to equity (alignment) with robust stock ownership guidelines and retention until compliance .
- No Item 404 related person transactions highlighted; structured review policy by Nominating & Corporate Governance Committee .
- Investor support evidenced by high Say-on-Pay approval .
- Watch items:
- Multiple external roles (Flywire, private boards) require ongoing monitoring for time commitments; Brighthouse overboarding policy enforced and directors in compliance .
- Director equity is time-based (RSUs) without performance conditions; alignment relies on ownership guidelines and retention requirements rather than PSUs .
Committee context: The Compensation & Human Capital Committee (chaired by Offereins) utilizes an independent consultant (Semler Brossy), conducts compensation risk assessments, and coordinates with Finance & Risk on metric rigor, supporting pay-for-performance integrity for executives .