Eric Steigerwalt
Brighthouse FinancialAbout Eric Steigerwalt
Eric T. Steigerwalt is President & Chief Executive Officer of Brighthouse Financial (since 2016) and a director of the company. He is 63 and holds a BA from Drew University. His 2024 performance overview combines record annuity (~$10.0B) and life ($120M) sales and disciplined expense control ($820M, 7% YoY reduction) with a normalized statutory loss of $1.3B and a year-end combined RBC ratio of 402% within the 400–450% target; BHF repurchased $250M of stock (–8% shares YoY) and maintained ~$1.1B holding company liquidity . Pay-versus-performance disclosures note alignment of compensation-at-risk with TSR and long-term metrics; 2024 Say‑on‑Pay passed with ~98.9% support (including abstentions) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brighthouse Financial, Inc. | President & Chief Executive Officer | 2016 – present | Led post‑MetLife separation; strategy on capital efficiency, hedging, product mix; oversaw record 2024 sales, capital return and RBC within target . |
| MetLife, Inc. | EVP, U.S. Retail; Interim CFO; CFO U.S. Business; SVP & CFO U.S. Business; SVP & Treasurer; SVP & CFO Individual Business | 1998 – 2017 | Senior P&L and finance leadership across U.S. businesses; treasury and CFO roles supporting complex insurance operations . |
| AXA S.A. | Finance/Insurance roles | 1993 – 1998 | Financial leadership at a global insurer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FTI Consulting, Inc. | Director (Public company) | Mar 2025 – present | Public board service . |
| American Council of Life Insurers | Director; Consumer and Tax Steering Committees | 2018 – present | Industry policy engagement . |
Fixed Compensation
| Component | 2024 Amount / Target | Notes |
|---|---|---|
| Base Salary | $1,050,000 target; $1,040,385 paid | Target set for 2024; actual salary earned in 2024 shown . |
| Target STI (% of base) | 210% | CEO target short‑term incentive . |
| Target LTI (% of base) | 625% | CEO target long‑term incentive . |
| 2024 STI Award (cash) | $2,160,900 | Paid at 98% of CEO target based on 2024 performance . |
| All Other Compensation (2024) | $305,120 | Savings plan and Auxiliary Plan contributions, stipend, etc. . |
Performance Compensation
2024 STI Program and Outcomes (Company)
| Metric (weight) | Threshold | Target | Max | Actual 2024 | Payout % |
|---|---|---|---|---|---|
| Corporate Expenses (40%) | $910M | $870M | $840M | $820M | 150% |
| Sales (40%) – Annuity (80% of Sales) | $6.4B | $9.4B | $11.4B | $10.0B | 116% |
| Sales (40%) – Life (20% of Sales) | $70M | $113M | $140M | $120M | 111% |
| Normalized Statutory Earnings (20%) | $(1.0)B | $300M | $600M | $(1.3)B | 0% |
| Company Performance Factor | 106% |
CEO STI specifics:
- 2024 STI target $2,205,000; payout 98% = $2,160,900 .
2024 LTI Design (granted March 1, 2024)
| Element | Weight | Vesting | Performance Link |
|---|---|---|---|
| PSUs | 70% | Cliff vest after 3 years | 60% Net Cash Flow to Holding Co; 40% Statutory Expense Ratio; rTSR ±10% modifier . |
| RSUs | 30% | 1/3 per year over 3 years | Time‑based retention . |
2024 CEO LTI Grant Detail:
| Instrument | Grant Date | # Granted | Grant Date Value |
|---|---|---|---|
| PSUs | 3/1/2024 | 99,517 | $4,593,704 |
| RSUs | 3/1/2024 | 42,650 | $1,968,724 |
| Total 2024 LTI | 3/1/2024 | $6,562,500 target . |
Historical PSU Payout (2012–2024 cycle ending 2024):
| PSU Metric (2022–2024) | Result | Payout % |
|---|---|---|
| Statutory Expense Ratio (60%) | 7.61% | 94% |
| Net Cash Flow to Holding Co (40%) | $288M | 64% |
| Total PSU Payout | 82% |
Governance features include clawbacks, minimum vesting, double‑trigger equity for assumed awards, and prohibition on option repricing; no excise tax gross‑ups .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Beneficial ownership (CEO) | 424,373 shares; includes 92,137 options exercisable within 60 days and 1,801 shares held jointly; <1% of shares outstanding . |
| Executive ownership guideline | 6x base salary ($6.3M) for CEO; status: Achieved; executives must retain at least 50% of net after‑tax shares until compliance . |
| Hedging/pledging | Prohibited for all directors and employees, including NEOs . |
Outstanding Awards at 12/31/2024 (CEO)
| Award | Terms | Quantity/Value |
|---|---|---|
| Stock Options (NQSO) | 5/23/2018 grant; $53.47 strike; exp. 2/29/2028; all exercisable | 92,137; underwater vs $48.04 12/31/24 close . |
| RSUs | 3/1/2022 grant (time‑vest) | 12,484 ($599,731) . |
| PSUs | 3/1/2022 grant (performance) | 71,659 ($3,442,498) . |
| RSUs | 3/1/2023 grant | 20,565 ($987,943) . |
| PSUs | 3/1/2023 grant | 107,968 ($5,186,783) . |
| RSUs | 3/1/2024 grant | 42,650 ($2,048,906) . |
| PSUs | 3/1/2024 grant | 99,517 ($4,780,797) . |
Vesting mechanics:
- RSUs: ratable annual vesting over 3 years (2022, 2023, 2024 grants) .
- PSUs: cliff vest after 3‑year period, subject to performance (Net Cash Flow and Statutory Expense Ratio; rTSR modifier implemented in 2024 awards) .
Deferred compensation:
- Auxiliary Plan (2024): Company contribution $273,842; aggregate gains $137,726; year‑end balance $2,481,424 .
Employment Terms
Severance and Change‑of‑Control (CoC) Programs
| Program | Cash Multiple | Equity Treatment | Other |
|---|---|---|---|
| Severance Plan (not‑for‑cause) | 1× (base + target STI) lump sum; plus pro‑rated current‑year STI | RSUs/PSUs continue to vest on schedule | 12 months COBRA premiums; outplacement; subject to release and covenants (ATPCP) . |
| CoC Plan (double trigger) | 2× (base + target STI) lump sum; plus pro‑rated current‑year STI | If awards assumed, vest on termination and payable at target on normal schedule; if not assumed, immediate vest at target | 24 months COBRA premiums; 12 months outplacement; best‑net cutback for 280G; no excise gross‑ups . |
Estimated CEO payouts (as of 12/31/2024 “Trigger Date”):
| Scenario | Base Salary | Annual STI | RSUs | PSUs | Misc/Other | Total |
|---|---|---|---|---|---|---|
| Involuntary Not‑for‑Cause | $1,050,000 | $4,410,000 | $3,636,580 | $12,436,883 | $35,107 | $21,568,570 |
| CoC + Termination (double trigger) | $2,100,000 | $6,615,000 | $3,636,580 | $12,436,883 | $58,714 | $24,847,177 |
| Death | — | — | $3,636,580 | $12,436,883 | $350,000 | $16,423,463 . |
Additional protections:
- Compensation recovery (clawback) policies aligned with Nasdaq rules and misconduct triggers .
- Supplemental death benefit of $350,000 for eligible employees (ICOLI plan) .
Board Governance
- Board service: Director since 2016; non‑independent; serves as Chair of the Executive Committee (no Executive Committee meetings were held in 2024) .
- Board leadership: Independent Chairman; eight of nine directors are independent; all committees (Audit; Compensation & Human Capital; Finance & Risk; Investment; Nominating & Corporate Governance) are fully independent, except the Executive Committee .
- Committee oversight: Compensation & Human Capital (6 meetings in 2024) oversees executive pay, stock ownership, hedging/pledging, and clawbacks; Semler Brossy is the independent consultant .
- Meetings and attendance: Board held 7 meetings (committees 34); each director attended at least 75% of meetings; independent director executive sessions held regularly (at least twice annually) .
Compensation Comparator Group (Benchmarking)
| Peer Group (used for NEO benchmarking) |
|---|
| Ameriprise; Assurant; CNO Financial; Corebridge; Equitable; Globe Life; Jackson Financial; Lincoln National; Principal; Reinsurance Group of America; Sun Life; Unum; Voya . |
Notes:
- 2025 planning changes: Removed American Equity Investment Life (acquired), added Corebridge; target positioning generally around market median .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~98.9% in favor (including abstentions) .
- Ongoing engagement: Reached out to holders of ~52% of shares in H2’24; topics included strategy, governance, compensation, and human capital .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; option repricing prohibited; no excise tax gross‑ups .
- 2024 normalized statutory loss drove 0% payout on that STI metric; expense and sales metrics offset, yielding a 106% Company Performance Factor .
- CEO has outstanding options struck at $53.47 that were out‑of‑the‑money at 12/31/24 close of $48.04, tempering near‑term exercise‑related selling risk .
Expertise & Qualifications
- Deep insurance and financial leadership, including CFO/Treasurer roles and U.S. retail leadership at MetLife; board‑level experience at FTI Consulting; active in ACLI policy committees .
Performance Compensation Tables (CEO-focused)
CEO Target Total Direct Compensation (2024)
| Base Salary | Target STI (% base) | Target LTI (% base) | Target TDC |
|---|---|---|---|
| $1,050,000 | 210% | 625% | $9,817,500 |
CEO 2024 STI Award
| STI Target | Payout % | STI Award |
|---|---|---|
| $2,205,000 | 98% | $2,160,900 |
CEO 2024 LTI Grant
| Grant Date | PSUs (#) | RSUs (#) | PSU Value | RSU Value |
|---|---|---|---|---|
| 3/1/2024 | 99,517 | 42,650 | $4,593,704 | $1,968,724 |
Employment & Contracts
- Start at BHF: 2016 (CEO); no individual employment agreement granting bespoke severance; covered by company Severance and CoC plans; equity double‑trigger upon CoC when awards are assumed; payments conditioned on release and covenants (ATPCP) .
Investment Implications
- Pay design is tightly linked to operating levers (expenses, sales) and statutory capital flow, plus a new rTSR modifier—supportive of long‑term value, but 2024 shows that statutory volatility can zero‑out a core metric even in a strong sales year (watch normalized statutory earnings trajectory and hedging execution) .
- Equity ownership alignment is strong (6× salary guideline achieved; 50% retention; no hedging/pledging), and underwater options reduce near‑term selling pressure; RSU/PSU cadence implies predictable vesting windows where liquidity events can occur (monitor Form 4s) .
- Retention risk appears moderated by multi‑year PSU design, Rule‑of‑65 continued vesting mechanics, and CoC double‑trigger economics (2× multiple), with no shareholder‑unfriendly gross‑ups; however, sensitivity to capital‑flow metrics means prolonged statutory strain could depress PSU realizations and retention value .
- Governance mitigants to CEO/director dual‑role include an independent Chair and fully independent key committees; Say‑on‑Pay support (~98.9%) and active investor engagement suggest low near‑term compensation/governance controversy risk .