Steve Hooley
Brighthouse FinancialAbout Steve Hooley
Steve C. Hooley, age 62, has served as an independent director of Brighthouse Financial (BHF) since 2020; he chairs the Audit Committee and sits on the Executive and Investment Committees, bringing CEO, technology, financial services, and public board experience to the Board . He is designated an Audit Committee financial expert and contributes oversight across financial reporting, compliance, internal controls, and cybersecurity, under a committee charter aligned with SEC and Nasdaq requirements . Hooley holds a BS from Worcester Polytechnic Institute and previously led DST Systems and the State Street–DST joint venture Boston Financial Data Services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DST Systems, Inc. | Chairman, CEO & President | 2014–2018 | Led enterprise technology and operations; prior President & CEO (2012–2014); President & COO (2009–2012) |
| State Street Corporation / Boston Financial Data Services (JV) | CEO & President, Boston Financial Data Services | 2004–2009 | Oversaw processing and financial services operations in JV with DST; earlier leadership roles at State Street (1992–2009) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Q2 Holdings, Inc. | Director | 2020–present | Current public company directorship |
| Stericycle, Inc. | Director | 2019–2024 | Prior public company directorship |
| Legg Mason Inc. | Director | 2019–2020 | Prior public company directorship |
| DST Systems, Inc. | Director | 2012–2018 | Prior public company directorship |
Board Governance
- Committee assignments: Audit (Chair), Executive, Investment; Audit met 10 times in 2024, Investment met 5 times .
- Independence: Hooley is independent; eight of nine currently serving directors are independent overall .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings; the Board held seven meetings and committees held 34 meetings .
- Executive sessions: Independent directors meet regularly in executive session, at least twice annually; the Chairman presides .
- Audit Committee scope: Oversees accounting/financial reporting, internal control over financial reporting, compliance, IT/cybersecurity, and internal/external audit; Hooley is designated an audit committee financial expert .
- Overboarding and refresh: Policy limits additional public boards; directors must disclose conflicts and obtain consent before joining new boards; all directors comply with limits .
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual Board retainer | $285,000 | $120,000 cash / $165,000 equity | Standard non‑management director retainer |
| Audit Committee Chair retainer | $35,000 | 100% cash | Hooley serves as Audit Chair |
| 2024 Cash fees (Hooley) | $155,000 | Cash | Matches $120,000 base + $35,000 chair fee |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (Hooley) | June 6, 2024 | 3,850 | $164,973 | Vest on earlier of one year or next annual meeting |
Non‑management director equity is time‑vested RSUs; no performance‑based PSUs or option awards are disclosed for directors .
Other Directorships & Interlocks
- Current: Q2 Holdings, Inc. director (technology/fintech), which is outside BHF’s core annuities/life footprint; no related person transactions policy exceptions are disclosed in the proxy excerpts for him .
- Compliance: Brighthouse overboarding policy limits and conflict disclosures apply; directors must obtain consent before new board service, and all are in compliance .
Expertise & Qualifications
- CEO leadership and operations (DST Systems) .
- Technology and cybersecurity oversight; financial services domain expertise .
- Accounting/financial reporting experience; Audit Committee financial expert designation .
- Public company board experience across multiple issuers .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | RSUs Vesting within 60 Days | Unvested RSUs (12/31/24) |
|---|---|---|---|---|
| Steve Hooley | 17,879 | <1% (*) | 3,850 | 3,850 |
- Ownership guidelines: Independent directors must hold at least 4× the equity portion of annual retainer; retain ≥50% of net shares until compliant; directors >5 years are compliant and others are on track; as of the Record Date, no director has sold vested equity .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging by directors .
Governance Assessment
- Board effectiveness: As Audit Chair and a designated financial expert, Hooley’s profile strengthens oversight of financial reporting integrity, internal controls, and cybersecurity—core risk areas given BHF’s complex hedging programs and statutory capital focus .
- Alignment: Equity retainer structure and ownership guidelines (with retention requirements) promote skin‑in‑the‑game for directors; Hooley’s 2024 equity grant and beneficial ownership support alignment, though individual ownership remains below 1% as typical for directors .
- Independence and engagement: Independent status, regular executive sessions, and meeting attendance thresholds indicate appropriate governance posture; all nominees at the time attended the 2024 annual meeting .
RED FLAGS
- None disclosed specific to Hooley in the proxy excerpts reviewed: no hedging/pledging, no related person transactions, and compensation features avoid gross‑ups and option repricing; continuing to monitor for interlocks or business relationships with Q2 Holdings remains prudent .