Michael Inserra
Brighthouse FinancialAbout Michael Inserra
Michael J. Inserra (age 63) is an Independent Director of Brighthouse Financial (BHF) since 2024, serving on the Audit and Investment Committees and designated by the Board as an “audit committee financial expert.” A Certified Public Accountant, Inserra spent nearly three decades at Ernst & Young (EY) in senior leadership roles and currently operates as an independent consultant; he holds a BS from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Consultant | Consultant | 2021–present | Advises on financial services; leverages audit, operations expertise |
| Ernst & Young LLP | Partner; Americas Deputy Managing Partner; Vice Chair & Managing Partner, Financial Services Organization | Partner 1993–2021; ADM 2015–2020; FSO 2013–2015 | Deep accounting/audit leadership; operational oversight |
| Moore Capital Management | Executive role (private global investment firm) | 2008–2010 | Buy-side investment operations exposure |
| Brighthouse Life Insurance Company of NY (BLICNY) | Independent Director (indirect wholly owned subsidiary of BHF) | 2021–2024 | Subsidiary board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | — | Professional standards engagement |
| New York State Society of Certified Public Accountants | Member | — | State-level professional engagement |
| Fordham University Gabelli School of Business | Advisory Board | — | Academic advisory role |
| Other Public Company Directorships | None | — | No current or past public company boards |
Board Governance
- Independence: Inserra is an Independent Director under Nasdaq/SEC rules; all committees he serves on are composed solely of independent directors .
- Committees and roles:
- Audit Committee member; Audit Committee met 10 times in 2024; Inserra is one of three Audit Committee Financial Experts designated by the Board .
- Investment Committee member; Investment Committee met 5 times in 2024 .
- Attendance and engagement:
- In 2024, the Board held 7 meetings and Committees held 34 meetings; each Director attended at least 75% of the aggregate meetings of the Board and their Committees .
- All nominees serving at the time of the 2024 annual meeting attended that meeting .
- Executive sessions: Independent Directors meet regularly (at least twice annually) in executive session without management; Committees typically hold executive sessions each meeting .
- Board leadership: Independent Chairman (C. Edward “Chuck” Chaplin); Board affirms independent chair structure enhances oversight .
Fixed Compensation
Director Pay Program (for non-management directors):
| Description | Amount | Form |
|---|---|---|
| Annual retainer | $285,000 | $120,000 cash + $165,000 equity |
| Chairman of the Board (additional) | $200,000 | 50% cash / 50% equity |
| Audit Committee Chair (additional) | $35,000 | 100% cash |
| Other Committee Chairs (Comp, Nominating, Finance & Risk, Investment) | $22,000 | 100% cash |
2024 Actual Compensation – Michael Inserra:
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | Includes $7,500 prorated retainer for BLICNY independent director service in Q1 2024 |
| Stock Awards (RSUs) | $192,460 | Granted 3,850 RSUs (June 6, 2024; $164,973) and 547 prorated RSUs upon election (April 9, 2024; $27,487) |
| Total | $289,960 | Aggregate 2024 director compensation |
RSU Vesting Terms:
- Annual director RSUs generally vest on the earlier of one year from grant date or the date of the next annual meeting; awards are prorated for mid-year appointees .
Deferred Compensation:
- Directors may defer cash and/or equity under the Director Deferred Compensation Plan (effective Dec 1, 2019); some directors have elected deferrals (individual elections not disclosed) .
Performance Compensation
| Item | Applicability | Details |
|---|---|---|
| Annual/Target Bonus % | Not applicable | BHF non-management director pay does not include annual performance bonus |
| Performance-based equity (PSUs) for directors | Not applicable | Director equity is RSU-based and time-vested; no director PSU metrics disclosed |
BHF’s executive PSU metrics (for management, not directors) include cumulative Net Cash Flow to the Holding Company, statutory expense ratio, and an rTSR modifier added for the 2024–2026 cycle; no tax gross-ups, hedging/pledging prohibited, and clawback policies apply to executives .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Past public company boards | None |
| Affiliates | Former independent director, BLICNY (BHF subsidiary), 2021–2024 |
Expertise & Qualifications
- Financial services and audit leadership; EY Americas Deputy Managing Partner; FSO Vice Chair & Managing Partner .
- CPA credential; AICPA and NYSSCPA memberships .
- Board-designated Audit Committee Financial Expert .
- Investment oversight experience via Investment Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting ≤60 Days of Record Date | % of Shares Outstanding |
|---|---|---|---|
| Michael Inserra | 4,397 | 3,850 RSUs | ~0.008% (4,397 / 57,687,866) |
Ownership Alignment Policies:
- Independent Directors must acquire stock equal to at least 4× the equity portion of the annual retainer within 5 years; must retain at least 50% of net shares from vesting until guidelines met. All Directors >5 years in tenure are compliant; others on track. As of the Record Date, no Director has sold any vested equity .
- Hedging and pledging of Company securities are prohibited for Directors and employees .
Governance Assessment
- Strengths: Inserra’s audit depth and CPA credential enhance Audit Committee effectiveness; Board designated him as an audit committee financial expert. Independence, executive-session practices, and an independent Chairman support robust oversight .
- Engagement: Committee workloads are meaningful (Audit 10 meetings; Investment 5); Board/committee attendance thresholds met; annual meeting attendance confirmed for incumbents .
- Pay and Alignment: Director pay is balanced with >50% equity via RSUs; clear ownership guidelines and retention requirements; no hedging/pledging; deferred compensation optional .
- Conflicts/Related Party: Related person transactions are overseen by the Nominating & Corporate Governance Committee via a formal policy; no related person transactions involving Inserra are identified in the cited sections. Hedging/pledging prohibitions mitigate alignment risks .
- Shareholder Signals: Say-on-Pay support was ~98.7% in 2024, indicating broad investor approval of compensation governance (for executives) .
RED FLAGS: None evident from proxy disclosures regarding Inserra—no other public company directorships (reducing overboarding risk), attendance thresholds met, and no pledging permitted under policy .