Myles Lambert

About Myles Lambert

Myles J. Lambert is Executive Vice President and Chief Marketing and Distribution Officer at Brighthouse Financial (BHF) and was appointed Chief Operating Officer effective August 30, 2025; he is 50 and has served as EVP since August 2017 after senior distribution and marketing roles at MetLife . Company pay-for-performance metrics include 2024 STI results (Corporate Expenses at $820M, annuity sales $10.0B, life sales $120M, normalized statutory earnings loss of $1.3B) yielding a 106% company performance factor, and PSUs tied to Net Cash Flow to Holding Company (60%) and Statutory Expense Ratio (40%) with an rTSR ±10% modifier; 2022 PSUs paid at 82% based on actual performance . Company pay-versus-performance shows a cumulative value of $122.46 for a fixed $100 investment by 2024 versus $171.87 for the peer index, while net loss was $100M in 2024 and net holding company cash flow was $(100)M, framing shareholder outcomes during his tenure period .

Past Roles

External Roles

• Not disclosed in company filings; no public directorships noted for Lambert .

Fixed Compensation

• 2025 target TDC unchanged from 2024 at $2.86M (base $650k, STI 140%, LTI 200%); subsequently amended via an offer letter tied to COO appointment to base $700k, STI 140%, LTI 305% mix 60% PSUs / 40% RSUs, plus a $1.0M special cash award payable July 1, 2027 subject to conditions .
• 2024 actual base salary paid: $640,385 .

Performance Compensation

Short-Term Incentive (STI) – 2024

Lambert’s 2024 STI payout: 106% and $964,600 .

Long-Term Incentive (LTI) – 2024 Grants and Structure

• Mix: 60% PSUs, 40% RSUs for NEOs; PSUs cliff vest after 3 years based on metrics; RSUs vest ratably over 3 years .
• PSU metrics: Net Cash Flow to Holding Company (60%); Statutory Expense Ratio (40%); rTSR modifier ±10 percentage points vs comparator group .

PSU Outcomes – 2022 Cycle (Performance 2022–2024)

Equity Ownership & Alignment

• Beneficial ownership: 51,593 shares as of April 14, 2025; percentage does not exceed 1% .
• Stock ownership guidelines: 3x base salary; Lambert is in compliance; 50% net-after-tax retention until met; PSUs excluded until conversion .
• Hedging/pledging: Prohibited for all employees/directors .
• Outstanding equity and vesting schedule (as of 12/31/2024):
  • Options: 15,816 NQSOs, strike $53.47, expiring 2/29/2028 .
  • RSUs: 3/1/2022 grant 3,329 (1/3 vesting each Mar 1, 2023–2025); 7/1/2022 grant 23,468 (cliff vest 7/1/2025); 3/1/2023 grant 5,484 (1/3 vesting Mar 1, 2024–2026); 3/1/2024 grant 11,265 (1/3 vesting Mar 1, 2025–2027) .
  • PSUs: 3/1/2023 grant 18,508 (performance 2023–2025, shown at maximum as of 12/31/2024); 3/1/2024 grant 16,897 (performance 2024–2026, shown at target) .

Employment Terms

• Severance Plan (involuntary not-for-cause): Lump sum equal to base salary + target STI; prorated target STI for year of termination (plus prior-year STI if unpaid); 12 months COBRA premiums and outplacement; RSUs/PSUs continue vesting per schedule .
• Change-of-Control Plan (double trigger): 2x base salary + 2x target STI; prorated STI; 24 months COBRA premiums and outplacement; RSUs/PSUs vest immediately and payable at target on original schedule if terminated within two years of CoC; awards may be assumed/substituted; no excise tax gross-up (payments reduced if needed) .
• Potential payments (as of 12/31/2024, closing price $48.04): Involuntary not-for-cause total $6,726,252; CoC with no termination $4,216,135; Involuntary not-for-cause or good reason post-CoC $8,314,869; death $4,566,135 .
• Clawbacks: Mandatory recoupment for accounting restatements (3-year lookback) and discretionary recoupment for misconduct or material inaccuracy in metrics (up to 3 years) administered by the Compensation and Human Capital Committee .
• Covenants: Compliance with Agreement to Protect Corporate Property and non-interference requirements as conditions to severance .

Performance & Track Record

• 2024 achievements under Lambert’s remit: Exceeded annuity sales target (~$10B) and life sales ($120M); led enhancements to SmartCare and Shield Level Annuities; led strategic direction and execution of corporate strategy .
• Company TSR and pay-versus-performance: CAP aligns with company TSR; $100 initial investment value reached $122.46 in 2024 vs peer index at $171.87; net loss of $100M highlights statutory strain context .

Compensation Structure Analysis

• Year-over-year mix: For 2024, Lambert’s Target LTI 200% and STI 140% emphasize equity-heavy, at-risk compensation; 2025 target TDC unchanged, then COO appointment increases LTI to 305% reinforcing long-term equity alignment and retention via $1.0M special award .
• STI/LTI metrics: Quantitative STI and PSU metrics tightly linked to expense discipline, sales growth, net cash flow, and operating efficiency; rTSR modifier adds relative market alignment and constrains windfalls .
• Governance and shareholder feedback: Say-on-pay approval ~98.9% (2024); independent consultant and no option repricing/gross-ups; minimum vesting periods and clawbacks mitigate risk .

Multi-Year Compensation (Total and Components)

Equity Vesting Schedule Detail

Compensation Peer Group & Say-on-Pay

• Compensation comparator group includes Ameriprise, Assurant, CNO, Corebridge, Equitable, Globe Life, Jackson Financial, Lincoln National, Principal, Reinsurance Group of America, Sun Life, Unum, Voya; positioning targets market median; annual review and updates (e.g., added Corebridge for 2025) .
• Say-on-pay approval ~98.9% at 2024 annual meeting; program refined with rTSR modifier in 2024 responsive to investor feedback .

Investment Implications

• Upcoming equity events: A significant RSU cliff vesting (23,468 shares) on July 1, 2025 may create potential selling pressure windows; continued annual RSU vestings each March and PSU settlements in early 2026 and 2027 contingent on metrics .
• Incentive alignment: Elevation to COO with higher LTI target (305%) and a $1.0M time- and performance-contingent retention award increases retention incentives and deepens multi-year alignment, while STI and PSU metrics maintain focus on expense discipline, sales growth, cash generation, and relative TSR .
• Risk controls: Strong clawbacks, no tax gross-ups, hedging/pledging prohibitions, and minimum vesting periods limit governance red flags; double-trigger CoC vesting reduces change-of-control windfalls without termination .
• Performance sensitivity: Statutory earnings shortfall (0% STI payout component) highlights execution risk around hedging and capital strain from Shield growth; PSU outcomes hinge on net cash flow and expense ratio improvements over 2024–2026 .

Notes: All data reflects disclosures in BHF’s DEF 14A (2025, 2024), 10-K (2025, 2023, 2022, 2020), and 8-K (Aug 27, 2025). Where targets for PSU metrics are not numerically disclosed, they are omitted per proxy. Citations: .