Eric Steigerwalt
FTI CONSULTINGAbout Eric T. Steigerwalt
Independent director at FTI Consulting (FCN), age 63, appointed effective March 28, 2025; currently President & CEO of Brighthouse Financial, Inc., where he led the 2017 spin‑off from MetLife . Prior MetLife roles include Executive Vice President, U.S. Retail (2012–2017), Interim CFO (2011–2012), CFO of the U.S. Business (2010–2011), SVP & Treasurer (2007–2009), CFO of the Individual Business (2003–2007), and SVP of Investor Relations & Financial Management (2000–2003) . The Board has affirmatively determined he is independent, notwithstanding that Brighthouse is a client of FCN, with engagements deemed ordinary course, no personal benefit, and aggregate fees below materiality thresholds (less than the greater of $1.0 million or 2% of the counterparty’s consolidated revenues in each of 2022–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brighthouse Financial, Inc. | President & CEO | 2017–present | Led spin‑off from MetLife in 2017 |
| MetLife, Inc. | Executive Vice President, U.S. Retail | 2012–2017 | Senior leadership of retail businesses |
| MetLife, Inc. | Interim Chief Financial Officer | 2011–2012 | Corporate finance leadership |
| MetLife, Inc. | CFO, U.S. Business | 2010–2011 | Business unit CFO |
| MetLife, Inc. | Senior Vice President & Treasurer | 2007–2009 | Treasury leadership |
| MetLife, Inc. | CFO, Individual Business | 2003–2007 | Segment CFO |
| MetLife, Inc. | SVP, Investor Relations & Financial Management | 2000–2003 | IR and financial management |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Brighthouse Financial, Inc. | Director; Chair of Executive Committee | Public | Executive Committee Chair |
| Brighthouse Financial Foundation | Chairman | Private | — |
| Brighthouse Scholar Connections, Inc. | Chairman | Private | — |
| American Council of Life Insurers | Director | Private | — |
Board Governance
- Committee assignments: appointed to the FCN Board in March 2025 and “not yet appointed to any committees”; NCGSR Committee expects to reconsider committee composition immediately following the June 4, 2025 Annual Meeting .
- Independence: Board concluded Steigerwalt is independent even though Brighthouse is a client; engagements are ordinary course, on substantially similar terms as other clients; no personal/pecuniary benefit; aggregate fees below the greater of $1.0 million or 2% of counterparty revenues for 2022–2024 .
- Attendance: FCN policy expects directors to attend all Board/committee meetings; in 2024 each director then serving attended at least 75% of meetings. 2024 meeting counts: Board 11; Audit 5; Compensation 6; NCGSR 6 (Steigerwalt joined in 2025) .
- Board structure context: Combined Chairman/CEO role effective upon re‑election of FCN’s CEO, with an empowered Lead Independent Director (ex‑officio on all committees) to preserve independent oversight .
Fixed Compensation
FCN non‑employee director compensation policy (applies to Steigerwalt on a prorated basis for appointments between annual meetings):
| Element | 2024 Value (USD) | Form | Vesting/Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | Cash or Deferred Stock Units | DSUs vest fully at grant; DSUs settle per 409A |
| Committee chair fees | Audit: $10,000; Compensation: $7,500; NCGSR: $5,000 | Cash or Deferred Stock Units | DSUs vest fully at grant |
| Non‑employee Chairman fee | $200,000 | Cash or Deferred Stock Units | Not applicable to Steigerwalt unless chair |
| Annual equity award | $250,000 | Restricted Stock (U.S.) or RSUs (non‑U.S.); may be deferred into DRSUs | Vests 1‑year from grant; acceleration upon death/disability/CIC or failure to renominate/elect (no cause) |
| Proration for mid‑year appointees | Prorated retainer & equity upon appointment | Same forms as above | Proration applies to Steigerwalt (appointed Mar 2025) |
| Meeting fees | None (FCN does not pay meeting fees) | — | — |
Ownership guidelines: Directors must hold FCN stock equal to 5x the base annual retainer; newly appointed directors must meet the guideline within 3 years; sales restricted if not in compliance (with limited exceptions) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based components for directors | None; FCN director equity is time-based with 1-year vesting; no meeting or per‑meeting fees |
| Accelerated vesting triggers | Death, disability, certain change‑in‑control separations, failure to renominate/elect (no cause) |
Other Directorships & Interlocks
| Company | Relationship to FCN | Independence/Conflict Assessment |
|---|---|---|
| Brighthouse Financial, Inc. | Client of FCN; Steigerwalt is CEO and a director | Board deemed Steigerwalt independent; engagements ordinary course on substantially similar terms; no personal benefit; aggregate fees < greater of $1.0M or 2% of Brighthouse revenues (each of 2022–2024) |
Expertise & Qualifications
- Board skills matrix identifies Steigerwalt with leadership, financial literacy, other public company board experience, and global perspective, supporting audit, finance, and strategic oversight .
- CEO/CFO track record and transformation leadership (Brighthouse spin‑off; multiple senior finance roles at MetLife) adds operational, culture, and strategy expertise to FCN’s Board .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Eric T. Steigerwalt | 0 (no shares listed as of Mar 6, 2025 record date) | <1% (*) |
Ownership alignment policy: Directors must hold 5x annual retainer within 3 years; restricted stock/RSUs/DSUs count toward compliance; stock options do not; all directors in office as of Dec 31, 2024 were in compliance (Steigerwalt appointed in 2025 and has 3 years) .
Governance Assessment
- Independence with potential client interlock: As CEO/director of Brighthouse, a client, Steigerwalt presents a potential conflict channel; FCN mitigates via Audit Committee review/approval of related‑party transactions, ordinary‑course terms, and explicit independence determination under NYSE/FCN standards with quantified fee thresholds (watch item, not a red flag based on current disclosures) .
- Ownership alignment: Steigerwalt held no FCN shares as of the record date; policy requires accumulation to 5x retainer within 3 years, supporting alignment over time; monitor initial grants/proration and subsequent accumulation for compliance trajectory .
- Board effectiveness signals: Pending committee assignment post‑Annual Meeting suggests targeted alignment of his skills with FCN’s committees; FCN’s empowered Lead Independent Director and 100% independent committee memberships support independent oversight even with combined Chair/CEO structure .
- Shareholder sentiment: FCN’s say‑on‑pay received ~99% support at the June 5, 2024 meeting, indicating strong investor confidence in compensation governance generally (context for board oversight culture) .
RED FLAGS to monitor:
- Client interlock intensity changes (e.g., expanded Brighthouse engagements or terms deviations) could elevate conflict risk; current fees are below material thresholds and no personal benefit is disclosed .
- Delays or shortfalls in meeting ownership guidelines would weaken alignment; track grants/accumulation versus the 3‑year deadline .
Notes
- Committee roles and any director‑specific compensation for 2025 will be set or updated immediately following the June 4, 2025 Annual Meeting; Steigerwalt had not been appointed to committees as of the proxy date .
- Insider trades: No Form 4 data is disclosed in the proxy for Steigerwalt; post‑appointment Form 4 filings, if any, would provide grant specifics and changes in beneficial ownership (not available in this document) .