Ed Spehar
Brighthouse FinancialAbout Ed Spehar
Ed Spehar is Executive Vice President and Chief Financial Officer of Brighthouse Financial (BHF), serving since August 2019 and age 59 as of February 28, 2025 . Previously at MetLife he was Executive Vice President & Treasurer (2018–2019) and CFO for the Europe, Middle East, and Africa region (2016–2019) . Alignment to shareholder value is reinforced through pay-for-performance with 60% of long-term incentives in PSUs, tied to Net Cash Flow to the Holding Company (60%), Statutory Expense Ratio (40%), and an rTSR modifier (±10pp) added in 2024 . In 2024, BHF’s company performance factor for annual incentives was 106% with strong cost control and record sales, offset by a normalized statutory loss; five-year TSR metric in Pay vs Performance implies a $100 investment valued at $122.46 in 2024 (company) versus $171.87 for the peer index, with 2024 net income of $286 million and net cash flow to holding company of $(100) million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brighthouse Financial | EVP & CFO | Aug 2019 – Present | Principal financial officer overseeing capital/liquidity, hedging, and statutory results . |
| MetLife | EVP & Treasurer | Aug 2018 – Jul 2019 | Led treasury; capital markets/ALM support for BHF’s prior parent . |
| MetLife | CFO, EMEA | Jul 2016 – Feb 2019 | Regional CFO oversight across EMEA operations . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 640,385 |
| Target Salary (effective in year) | 600,000 | 600,000 | 650,000 (target; increase effective Mar 2, 2024) |
| All Other Compensation ($) | 148,083 | 160,301 | 151,876 |
Performance Compensation
Annual (STI) structure and outcomes
| STI Metric (weight) | Threshold → Target → Max | 2024 Actual | Payout % |
|---|---|---|---|
| Corporate Expenses (40%) | $910M → $870M → $840M | $820M | 150% |
| Sales – Annuity (80% of Sales) | $6.4B → $9.4B → $11.4B | $10.048B | 116% |
| Sales – Life (20% of Sales) | $70M → $113M → $140M | $120M | 111% |
| Normalized Statutory Earnings (20%) | $(1.0)B → $300M → $600M | $(1.285)B | 0% |
| Company Performance Factor | — | — | 106% |
| Individual STI results | 2022 | 2023 | 2024 |
|---|---|---|---|
| STI payout ($) | 1,107,000 | 1,206,000 | 955,500 (98% payout) |
Long-term incentives (LTI) design and 2024 grants
| Component | Weight | Metrics | 2024 Grant date | Shares/Units | Grant-date FV ($) |
|---|---|---|---|---|---|
| PSUs | 60% (NEOs) | Net Cash Flow to Holding Company (60%), Statutory Expense Ratio (40%), rTSR modifier ±10pp | Mar 1, 2024 | 24,501 | 1,130,966 |
| RSUs | 40% (NEOs) | Time-based | Mar 1, 2024 | 16,334 | 753,977 |
| Vesting | — | — | — | PSUs cliff after 3 yrs; RSUs 1/3 annually in 2025/2026/2027 | — |
| PSU performance (historical reference) | 2022–2024 cycle payout |
|---|---|
| Statutory Expense Ratio (60%) and Net Cash Flow to Holding Company (40%) | 82% payout for 2022 PSUs, paid Q1’25 |
Multi‑Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 600,000 | 600,000 | 640,385 |
| Stock Awards ($) | 1,739,915 | 1,739,996 | 1,884,943 |
| Non-Equity Incentive Plan ($) | 1,107,000 | 1,206,000 | 955,500 |
| All Other Comp ($) | 148,083 | 160,301 | 151,876 |
| Total ($) | 3,594,998 | 3,706,297 | 3,632,704 |
Equity Ownership & Alignment
- Beneficial ownership: 47,342 BHF shares; under 1% of outstanding; total outstanding 57,687,866 (as of Apr 14, 2025) .
- Unvested/Unearned awards at 12/31/24:
- RSUs: 4,827 (2022 grant), 7,952 (2023 grant), 16,334 (2024 grant) .
- PSUs (target): 17,812 (2022 grant), 26,838 (2023 grant), 24,501 (2024 grant) .
- Ownership guidelines: 3x base salary ($1.95M value target); status Achieved; must retain 50% of net shares until compliance .
- Hedging/pledging: Prohibited under insider trading policy .
Employment Terms
- No individual employment agreements; covered by Company severance and change-in-control plans .
- Severance (involuntary not for cause): Lump sum equal to base salary + target STI; pro‑rated target STI for the year; 12 months COBRA premiums and outplacement; equity continues vesting on original schedule (awards under the Employee Plan) .
- Change‑in‑Control (double trigger): 2x (base + target STI); pro‑rated target STI (and prior year if unpaid); 24 months COBRA + 12 months outplacement; unvested RSUs/PSUs vest and are payable at target on the original schedule; cutback to avoid Section 4999 excise tax unless better after-tax outcome .
- Estimated CFO benefits (as of 12/31/24):
- Involuntary not‑for‑cause termination total $7,118,791; double‑trigger CIC termination total $8,772,408 (includes base, STI, and equity valued at $48.04/share) .
Performance & Track Record (contextual, Company-wide)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR: $100 initial investment (Company) | 92.29 | 132.04 | 130.69 | 134.90 | 122.46 |
| TSR: $100 initial (Peer index) | 90.52 | 123.73 | 136.53 | 142.87 | 171.87 |
| Net Income (Loss) $mm | (1,105) | 1,554 | 3,775 | (1,214) | 286 |
| Net Cash Flow to Holding Co. $mm | 1,309 | 594 | 38 | 350 | (100) |
Additional Data Points Relevant to Trading and Supply
- 2024 vesting/realization: 34,170 shares vested to Spehar with $1,577,287 value realized (no options exercised) .
- Forward vesting cadence: RSUs granted 3/1/24 vest in thirds on 3/1 of 2025, 2026, 2027; PSUs for 2024–2026 cliff-vest post-performance period .
Compensation Committee/Policy Controls
- Clawbacks: Mandatory recoupment for restatements (Nasdaq rules); additional recoupment for misconduct/material metric inaccuracy .
- Strong governance: No excise tax gross‑ups; no option repricing without shareholder approval; minimum three-year vesting on equity; double-trigger treatment on assumed awards in a CIC .
Investment Implications
- Alignment/retention: High equity mix (60% PSUs, 40% RSUs) and achieved 3x salary ownership suggest strong alignment and ongoing equity-based retention; hedging/pledging bans reduce misalignment risk .
- Incentive levers: STI is sensitive to cost discipline and sales, while PSUs are tied to holdco cash flow and statutory expense ratio with rTSR overlay—favorable if capital efficiency and cost targets are met, but sensitive to normalized statutory earnings/hedging efficacy (0% factor in 2024) .
- Supply/overhang: Scheduled RSU tranches and PSU settlements create periodic vest-driven supply; in 2024 Spehar realized 34,170 shares on vesting (no options exercised), a modest signal for potential periodic selling needs near vest dates subject to insider windows .
- Downside/CIC: Double-trigger protections at 2x cash and target equity vesting provide continuity but are within market norms; no gross-ups reduces shareholder friction risk .