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Paul Wetzel

Director at Brighthouse FinancialBrighthouse Financial
Board

About Paul M. Wetzel

Independent director at Brighthouse Financial (BHF) since 2017; age 65 (2025). Background in investment banking and corporate strategy, including Chairman of Deutsche Bank Securities’ Global Financial Institutions Group (2013–2016) and prior 17 years at Merrill Lynch focused on financial institutions. Education: BS, SUNY Buffalo; MBA, University of Chicago. Independent status affirmed; current committee roles include Compensation & Human Capital, Nominating & Corporate Governance, and Chair of Finance & Risk .

Past Roles

OrganizationRoleTenureNotes
Deutsche Bank Securities Inc.Chairman, Global Financial Institutions Group2013–2016Prior roles of increasing responsibility; Head of Japan Investment Banking Coverage & Advisory (2011–2013)
Merrill Lynch & Co., Inc.Investment Banking (Financial Institutions focus)1992–2009Positions of increasing responsibility
Brighthouse FinancialDirector2017–presentIndependent; committees: Compensation & Human Capital; Finance & Risk (Chair); Nominating & Corporate Governance

External Roles

OrganizationRoleTenureNotes
Rockefeller Capital ManagementConsultant / Senior Advisor2018–presentAdvisory capacity
Eleven CanterburyConsultant2021–presentAdvisory capacity
NACDBoard Leadership FellowN/AGovernance credential

Board Governance

  • Committee assignments (2025): Compensation & Human Capital; Nominating & Corporate Governance; Finance & Risk (Chair) .
  • Committee composition and meeting tempo (2024): Compensation & Human Capital (6 meetings; Wetzel member), Finance & Risk (6 meetings; Wetzel Chair), Audit (10 meetings; Wetzel not a member) .
  • Committee mandates: Finance & Risk oversees capital/liquidity strategies, capitalization, hedging strategy, and authorizes equity/debt issuances, repurchases, dividends, and M&A; Compensation & Human Capital oversees executive pay programs, stock ownership guidelines, hedging/pledging/clawback/recovery policies; Nominating & Corporate Governance oversees director independence, board structure, self-evaluations, orientation/education, related person transactions policy, sustainability program .
  • Attendance: In 2024 the Board held 7 meetings and Committees held 34; each director attended at least 75% of the aggregate meetings of the Board and Committees on which they served; directors are expected to attend annual meetings and all current directors attended the 2024 Annual Meeting .

Committee workload and Wetzel’s roles

Committee2022 Meetings2024 MeetingsWetzel Role
Compensation & Human Capital7 6 Member
Finance & Risk7 6 Chair
Nominating & Corporate Governance5 Not listed in 2025 committee tableMember
Audit10 10 Not a member

Fixed Compensation

Director pay structure is retainer-based (cash + annual RSU grant). Wetzel’s recent director compensation:

Metric2021202220232024
Fees Earned or Paid in Cash ($)$120,000 $120,000 $131,000 $142,000
Stock Awards ($)$164,989 $164,991 $164,969 $164,973
Total ($)$284,989 $284,991 $295,969 $306,973

Program features: annual cash retainer of $120,000; additional retainers for Chairman and standing committee chairs; retainers paid quarterly unless deferred under the Director Deferred Compensation Plan adopted Dec. 1, 2019 .

Performance Compensation

Annual equity is time-based RSUs; no performance-vested awards for directors.

Metric2021202220232024
RSUs Granted (units)3,615 3,361 3,703 3,850
Grant DateJun 10, 2021 Jun 8, 2022 Jun 8, 2023 Jun 6, 2024
Grant Date Fair Value ($)$164,989 $164,991 $164,969 $164,973
Vesting TermsEarlier of 1-year anniversary or next annual meeting Earlier of 1-year anniversary or next annual meeting Earlier of 1-year anniversary or next annual meeting Earlier of 1-year anniversary or next annual meeting

Plan: grants under the 2017 Non-Management Director Stock Compensation Plan, approved by stockholders in 2018; prorated grants for mid-year appointees; Chairman receives additional RSUs .

Other Directorships & Interlocks

  • Other public company directorships: None; past public company directorships: None (as disclosed) .
  • No interlocks with competitors/suppliers/customers identified in proxy disclosures reviewed .

Expertise & Qualifications

  • Senior leadership in financial services, regulation and risk management; investment banking expertise with FIG focus .
  • Governance: NACD Board Leadership Fellow .
  • Education: BS (SUNY Buffalo), MBA (University of Chicago) .

Equity Ownership

Metric20212022202320242025
Shares Beneficially Owned (units)11,277 14,883 18,253 21,956 25,806
Unvested RSUs at Year-End (units)3,615 3,361 3,703 3,850 3,850 (to vest within 60 days of 4/14/25)
NotesIncludes 9 shares held by spouse Includes 9 shares held by spouse Includes 9 shares held by spouse Includes 9 shares held by spouse Includes 9 shares held by spouse

Stock ownership guidelines: Independent directors must acquire stock equal to at least 4x the equity portion of the annual retainer, within five years; retain at least 50% of net shares from vesting until guideline met .

Governance Assessment

  • Strengths: Independent director with deep FIG expertise; chairs Finance & Risk overseeing capital, liquidity, hedging, and capital actions—directly relevant to BHF’s risk profile. He serves on Compensation & Human Capital and Nominating & Corporate Governance, supporting pay policies (including hedging/pledging/clawback/recovery), board composition, and independence determinations. Annual RSU grants and ownership guidelines promote alignment; disclosed beneficial ownership has increased steadily 2021–2025 .
  • Engagement/attendance: Board/committee meeting cadence is high; 2024 attendance met the company’s threshold (≥75%) and all directors attended the 2024 Annual Meeting. The proxy does not state 100% attendance, which is a mild caution versus best-practice disclosure, but meets policy .
  • Conflicts/related-party: Nominating & Corporate Governance Committee oversees related person transactions; no related-person transactions involving Wetzel were disclosed in the sections reviewed .
  • Compensation structure: Stable cash retainer plus time-based RSUs (no options/PSUs), with consistent grant values; optional deferral program for directors. No tax gross-ups or repricing disclosed for directors in reviewed materials .

RED FLAGS: None specifically disclosed for Wetzel in the proxy materials reviewed (no pledging/hedging reported; no related party transactions; attendance met policy threshold) .