Eileen Mallesch
Brighthouse FinancialAbout Eileen A. Mallesch
Independent director of Brighthouse Financial (BHF) since 2018; age 69. Former senior finance executive with CFO roles at Nationwide Mutual Insurance (P&C business) and GE/Genworth; BS from City University of New York; member of the American Institute of CPAs. Core credentials span accounting/financial reporting, insurance, financial services, and investments; currently chairs BHF’s Investment Committee and serves on Compensation & Human Capital and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nationwide Mutual Insurance Company | SVP & CFO, Property & Casualty | 2005–2009 | Insurance finance leadership |
| Genworth Financial Life Insurance Company (GE) | SVP & CFO | 2003–2005 | Life insurance finance |
| GE Financial Employer Services Group | VP & CFO | 2000–2003 | Employer services finance |
| GE Americom | Controller | 1998–2000 | Satellite services |
| Asea Brown Boveri (ABB) | International Business Area Controller, Energy Ventures | 1993–1998 | Industrial/energy finance |
| PepsiCo | Finance roles | 1988–1993 | Consumer sector experience |
| Arthur Andersen | Professional staff | 1985–1988 | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Capital Group Ltd. | Director | 2021–present | Not disclosed in BHF proxy |
| Fifth Third Bancorp | Director | 2016–present | Not disclosed in BHF proxy |
| State Auto Financial Corporation | Director (past) | 2010–2021 | Past service |
| Libbey Inc. | Director (past) | 2016–2020 | Past service |
| Bob Evans Farms, Inc. | Director (past) | 2008–2018 | Past service |
Board Governance
- Committee assignments: Investment (Chair), Compensation & Human Capital, Nominating & Corporate Governance .
- Committee activity: Investment Committee met 5 times in 2024; Compensation & Human Capital 6; Nominating & Corporate Governance 5 .
- Independence: Board determined all directors except the CEO are independent; Mallesch is independent .
- Attendance: In 2024, Board held 7 meetings and Committees 34; each director attended at least 75% of Board and committee meetings on which they served .
- Election results (2025 Annual Meeting): For 37,588,862; Against 168,410; Abstain 55,966; Broker non-vote 5,227,857 .
- Shareholder sentiment: Say‑on‑Pay approval in 2025—For 35,210,082; Against 2,536,631; Abstain 66,525—indicates broad support for compensation governance .
- Hedging/pledging: Insider trading policy prohibits hedging and pledging for employees and directors .
- Overboarding policy: Limits are three other public company boards; BHF confirms compliance across directors .
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual director retainer (program) | $285,000 | $120,000 cash; $165,000 equity | Standard for non‑management directors |
| Investment Committee Chair fee (program) | $22,000 | Cash | Applies to Mallesch as chair |
| 2024 cash received (actual) | $142,000 | Cash | Retainer + chair fee |
| Meeting fees | None disclosed | — | Not in program table |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs (2024) | June 6, 2024 | 3,850 | $164,973 | Vest on earlier of one-year anniversary or next annual meeting |
| Annual Chair RSUs (Chair receives equity only for Chairman of Board; not applicable to Mallesch) | — | — | — | Only Board Chairman has 50% equity for chair stipend |
- Program design: Annual director RSUs sized to intended value ($165,000), with units determined by closing price at grant; prorated for mid‑cycle appointments .
- Change-in-control treatment (pending transaction): Company’s Nov 6, 2025 8‑K indicates outstanding service‑based RSUs will become fully vested at closing and convert to cash at the merger consideration per unit (disclosed as $70 in employee communications), which may be viewed as single‑trigger vesting for equity awards .
Other Directorships & Interlocks
| Potential Interlock Area | Observation | Implication |
|---|---|---|
| Financial services/insurance | Current roles at Arch Capital (insurance) and Fifth Third (bank) | Monitor any business dealings; BHF’s Related Person Transaction policy governs approvals . No Mallesch‑specific related transactions are disclosed in the provided proxy sections . |
Expertise & Qualifications
- Skills: Accounting/financial reporting, insurance, financial services, investments .
- Designations: AICPA member .
- Governance: Chairs Investment Committee overseeing enterprise investment strategy, EIAs, external asset manager oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | RSUs Vesting Within 60 Days Included? |
|---|---|---|---|
| Eileen A. Mallesch | 22,585 | * | Yes—3,850 RSUs within 60 days of April 14, 2025 |
| All directors & officers (14 persons) | 822,313 | 1.4% | See footnotes in proxy |
- Director stock ownership guidelines: Each independent director expected to acquire shares equal to at least 4× the equity portion of the annual retainer; 5‑year compliance window; directors >5 years are in compliance; others on track. As of record date, no director has sold vested equity .
- Engagement signal: Directors are expected to attend annual meetings; 2024 attendance met expectations .
Governance Assessment
-
Strengths:
- Independent status; chair of Investment Committee with direct oversight of investment authorities and external managers—aligned with BHF’s risk and capital‑intensive profile .
- Solid attendance and committee workload; clear skills fit for insurance/financial reporting; long‑tenured board member providing continuity .
- Ownership alignment via RSUs; adherence to robust director ownership guidelines; hedging/pledging prohibited .
- Shareholder support evidenced by strong election tallies and broad Say‑on‑Pay approval .
-
Watch items / potential red flags:
- Single‑trigger vesting/cash‑out of RSUs at change‑in‑control in 8‑K could be viewed as reducing long‑term holding alignment around a transaction; monitor final treatment for director awards at close .
- External board commitments at two public companies (Arch Capital, Fifth Third) are within BHF’s overboarding limits; nonetheless, watch for any related‑party exposures or information flow conflicts—BHF’s policy requires committee review of such transactions, and no Mallesch‑specific related transactions are shown in provided sections .