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Eric Steigerwalt

Eric Steigerwalt

President and Chief Executive Officer at Brighthouse FinancialBrighthouse Financial
CEO
Executive
Board

About 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

OrganizationRoleYearsStrategic Impact
Brighthouse Financial, Inc.President & Chief Executive Officer2016 – presentLed 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 Business1998 – 2017Senior P&L and finance leadership across U.S. businesses; treasury and CFO roles supporting complex insurance operations .
AXA S.A.Finance/Insurance roles1993 – 1998Financial leadership at a global insurer .

External Roles

OrganizationRoleYearsNotes
FTI Consulting, Inc.Director (Public company)Mar 2025 – presentPublic board service .
American Council of Life InsurersDirector; Consumer and Tax Steering Committees2018 – presentIndustry policy engagement .

Fixed Compensation

Component2024 Amount / TargetNotes
Base Salary$1,050,000 target; $1,040,385 paidTarget 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)$2,160,900Paid at 98% of CEO target based on 2024 performance .
All Other Compensation (2024)$305,120Savings plan and Auxiliary Plan contributions, stipend, etc. .

Performance Compensation

2024 STI Program and Outcomes (Company)

Metric (weight)ThresholdTargetMaxActual 2024Payout %
Corporate Expenses (40%)$910M$870M$840M$820M150%
Sales (40%) – Annuity (80% of Sales)$6.4B$9.4B$11.4B$10.0B116%
Sales (40%) – Life (20% of Sales)$70M$113M$140M$120M111%
Normalized Statutory Earnings (20%)$(1.0)B$300M$600M$(1.3)B0%
Company Performance Factor106%

CEO STI specifics:

  • 2024 STI target $2,205,000; payout 98% = $2,160,900 .

2024 LTI Design (granted March 1, 2024)

ElementWeightVestingPerformance Link
PSUs70%Cliff vest after 3 years60% Net Cash Flow to Holding Co; 40% Statutory Expense Ratio; rTSR ±10% modifier .
RSUs30%1/3 per year over 3 yearsTime‑based retention .

2024 CEO LTI Grant Detail:

InstrumentGrant Date# GrantedGrant Date Value
PSUs3/1/202499,517$4,593,704
RSUs3/1/202442,650$1,968,724
Total 2024 LTI3/1/2024$6,562,500 target .

Historical PSU Payout (2012–2024 cycle ending 2024):

PSU Metric (2022–2024)ResultPayout %
Statutory Expense Ratio (60%)7.61%94%
Net Cash Flow to Holding Co (40%)$288M64%
Total PSU Payout82%

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

ItemDetail
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 guideline6x base salary ($6.3M) for CEO; status: Achieved; executives must retain at least 50% of net after‑tax shares until compliance .
Hedging/pledgingProhibited for all directors and employees, including NEOs .

Outstanding Awards at 12/31/2024 (CEO)

AwardTermsQuantity/Value
Stock Options (NQSO)5/23/2018 grant; $53.47 strike; exp. 2/29/2028; all exercisable92,137; underwater vs $48.04 12/31/24 close .
RSUs3/1/2022 grant (time‑vest)12,484 ($599,731) .
PSUs3/1/2022 grant (performance)71,659 ($3,442,498) .
RSUs3/1/2023 grant20,565 ($987,943) .
PSUs3/1/2023 grant107,968 ($5,186,783) .
RSUs3/1/2024 grant42,650 ($2,048,906) .
PSUs3/1/2024 grant99,517 ($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

ProgramCash MultipleEquity TreatmentOther
Severance Plan (not‑for‑cause)1× (base + target STI) lump sum; plus pro‑rated current‑year STIRSUs/PSUs continue to vest on schedule12 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 STIIf awards assumed, vest on termination and payable at target on normal schedule; if not assumed, immediate vest at target24 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”):

ScenarioBase SalaryAnnual STIRSUsPSUsMisc/OtherTotal
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 SalaryTarget STI (% base)Target LTI (% base)Target TDC
$1,050,000210%625%$9,817,500

CEO 2024 STI Award

STI TargetPayout %STI Award
$2,205,00098%$2,160,900

CEO 2024 LTI Grant

Grant DatePSUs (#)RSUs (#)PSU ValueRSU Value
3/1/202499,51742,650$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 .