Lizabeth Zlatkus
Brighthouse FinancialAbout Lizabeth H. Zlatkus
Independent director of Brighthouse Financial (BHF) since 2024; age 66. Former EVP and Chief Risk Officer and EVP/Chief Financial Officer of The Hartford, and President of its International and Group Benefits divisions; B.S. from Penn State. Designated an Audit Committee financial expert; current service emphasizes insurance, finance, and risk management oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hartford Financial Services Group | EVP & Chief Risk Officer | 2010–2011 | Enterprise risk leadership across market, liquidity, and operational risk |
| The Hartford Financial Services Group | EVP & Chief Financial Officer | 2008–2010 | Financial reporting, capital management |
| The Hartford Financial Services Group | President, International & Group Benefits | 2006–2008 | P&L leadership, product and distribution strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pathward Financial, Inc. (f/k/a Meta Financial Group) | Director | 2021–present | Public company board experience in financial services |
| AXIS Capital Holdings Limited | Director | 2019–present | Public company board experience in insurance |
| Boston Private Financial Holdings, Inc. | Director (past) | 2015–2021 | Prior board service |
| Indivior PLC | Director (past) | 2016–2019 | Prior board service |
| DXC Technology Company | Director (past) | 2016–2017 | Prior board service |
| Legal & General Group plc | Director (past) | 2013–2016 | Prior board service |
Board Governance
- Committee assignments: Audit Committee; Finance & Risk Committee. Audit oversight includes financial reporting, internal control, compliance, IT/cybersecurity; Finance & Risk oversees capital/liquidity, hedging strategy, risk appetite, and major financial policies.
- Independence: Board determined Zlatkus is independent under Nasdaq/SEC standards; 8 of 9 directors are independent.
- Audit Committee financial expert: The Board designated Zlatkus as an “audit committee financial expert.”
- Attendance: In 2024, the Board held 7 meetings and Committees held 34; each Director attended at least 75% of the aggregate of Board and Committee meetings.
- Executive sessions: Independent directors meet regularly (at least twice annually) without management; Audit and other Committees also hold executive sessions.
- Leadership: Independent Chairman structure; all Committees except Executive are chaired by independent directors.
- Overboarding policy: Directors should not serve on more than three other public company boards; Zlatkus currently serves on two (plus BHF), within policy.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Pro-rated annual cash retainer from April 9, 2024 election |
| Stock Awards (RSUs, grant-date fair value) | $192,460 | 3,850 RSUs granted June 6, 2024; 547 RSUs at April 9, 2024 election (prorated) |
| Total | $282,460 | Sum of cash and equity |
| Standard Director Compensation Program (for reference) | $285,000 ($120,000 cash; $165,000 equity) | Annual retainer; committee chair/stipends as applicable; equity generally vests by next annual meeting or one year |
Performance Compensation
| Equity Grant | Grant Date | RSUs (#) | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU award | June 6, 2024 | 3,850 | $164,973 | Vests on earlier of one year or 2025 annual meeting |
| Prorated RSU (upon election) | April 9, 2024 | 547 | $27,487 | Same vesting convention; prorated for mid-year appointment |
- Director equity is time-based RSUs; no performance metrics are applied to director grants.
Other Directorships & Interlocks
- Industry interlocks: AXIS Capital (insurance) and Pathward Financial (banking) provide sector-specific perspective; no related-person transactions disclosed involving these companies.
- Related-person transactions policy: Nominating & Corporate Governance Committee reviews and approves related-person transactions ≥$120,000.
Expertise & Qualifications
- Skills: Senior leadership; insurance; financial services; risk management; public company board experience; accounting/financial reporting.
- Audit Committee financial expert designation evidences deep financial reporting and audit experience.
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 4,397 shares | Includes RSUs vesting within 60 days per proxy methodology |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 3,850 | Standard annual director RSU balance reported year-end |
| Ownership % of common shares | <1% | Aggregate directors and officers as a group: 1.4%; individual marked “*” <1% |
| Hedging/pledging | Prohibited | Insider trading policy bans director hedging and pledging of BHF securities |
| Director stock ownership guideline | 4x equity portion of annual retainer | 50% net shares retention until met; compliance within 5 years; newer directors “on track” |
Governance Assessment
- Risk oversight strength: Service on Audit and Finance & Risk aligns with BHF’s capital-intensive, hedging-driven model; Zlatkus’ CRO/CFO background supports scrutiny of hedging, statutory capital, and financial controls.
- Independence and expertise: Independent status and audit financial expert designation bolster board effectiveness and investor confidence.
- Engagement/attendance: Board and Committee cadence (7/34 meetings) with ≥75% attendance meets proxy standards; continued monitoring for full attendance is prudent.
- Pay/ownership alignment: Director pay mix >50% equity via RSUs and stock ownership guidelines promote alignment; hedging/pledging bans mitigate misalignment risk.
- Overboarding/compliance: Two external public boards plus BHF are within the board’s overboarding limits; Audit Committee membership limits considered by Nominating & Corporate Governance.
- Conflicts/red flags: No related-party transactions tied to Zlatkus disclosed; no pledging/hedging; no disclosed governance red flags.
Overall signal: Strong governance profile with deep insurance and risk credentials, targeted committee assignments, and aligned compensation/ownership structures; no material conflict disclosures, supporting investor confidence.