Brighthouse Financial^® will hold its Annual Meeting solely by means of remote communication via the internet (a “virtual meeting”). All stockholders as of April 10, 2023 (the “Record Date”) will be able to attend, vote, and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see “Attending the Annual Meeting” in the accompanying Proxy Statement.

Proposal 1: Election of nine (9) Directors to serve a one-year term ending at the 2024 Annual Meeting of Stockholders;

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2023;

Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers;

Proposal 4: Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation (“Charter”) to remove (i) supermajority voting requirements currently required to amend certain provisions of the Charter and the Amended and Restated Bylaws (“Bylaws”) and (ii) obsolete provisions related to classes of Directors;

Proposal 5: Approval of an amendment to the Charter to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law; and

Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

You may attend the Annual Meeting and cast your vote at

www.virtualshareholdermeeting.com/BHF2023.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 8, 2023, at 8:00 a.m., Eastern Time

The accompanying Proxy Statement, our 2022 Annual Report to Stockholders, and additional information about
our Annual Meeting are available at http://investor.brighthousefinancial.com by selecting the appropriate link under “Financial Information” or “News & Events.”

Proposal

Board Recommendation

Page

1.  Election of nine (9) Directors to serve a one-year term ending at the 2024 Annual Meeting of Stockholders;

FOR each of the

Board’s nominees

2.  Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2023;

FOR

3.  Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers (the “Say-on-Pay” vote);

FOR

4.  Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove (i) supermajority voting requirements currently required to amend certain provisions of the Charter and the Amended and Restated Bylaws (the “Bylaws”) and (ii) obsolete provisions related to classes of Directors; and

FOR

5.  Approval of an amendment to the Charter to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law.

FOR

our product, sales, and marketing and distribution strategy and plans, as well as the competitive landscape in which we operate;

our financial plan, including capital return and other financial drivers and goals;

our human capital management strategy, including talent development and succession planning;

strengthening our culture, including programs to advance Diversity, Equity, and Inclusion (“DEI”);

our future state operations and technology platform;

our investment strategy; and

our financial and risk profile in various market scenarios.

Financial and Capital Strength

Prudent Financial Management – we continued to manage the Company using a multiyear, multiscenario framework to evaluate capital, liquidity, and subsidiary dividend plans. We maintained a strong capital position at both our holding company and our operating companies despite the uncertain market and macroeconomic environments.

Normalized Statutory Earnings – generating normalized statutory earnings remains a focus of our financial management strategy. Normalized statutory earnings is used by management to measure our insurance companies’ ability to pay future distributions and is reflective of whether our hedging program functions as intended. For the full year 2022, we had normalized statutory earnings of $1.0 billion, driven by strong core performance in the variable annuity (“VA”) business.

Capital Return – we repurchased $488 million of our common stock in 2022 and reduced shares outstanding by 12% relative to year-end 2021. As of year-end 2022, we reduced the number of shares outstanding by 43% since we began our common stock repurchase program in August 2018.

Capital and Liquidity Management – we continued to optimize statutory capital to further strengthen our balance sheet and ended 2022 with holding company liquid assets of $1.0 billion.

Statutory Capital – we ended 2022 with $8.1 billion of combined statutory total adjusted capital and with a combined risk-based capital (“RBC”) ratio of 441% (at the high end of our target of 400% to 450% in normal market conditions). RBC ratio is a method of measuring an insurance company’s capital, taking into consideration its relative size and risk profile, to ensure compliance with minimum regulatory capital requirements.

Ratings – we maintained our operating companies’ strong financial strength ratings.

Products and Sales

Annuity Sales – we achieved record annuity sales of approximately $11.5 billion, exceeding our 2022 target and representing an increase of 26% over 2021.

Life Insurance Sales – our life insurance sales were $80 million. As a result of the prevailing macroeconomic headwinds, life insurance sales decreased 28% over 2021.

New Products – we launched a new annuity product, Brighthouse Shield Level Pay Plus^SM, expanding our flagship Shield^® Level Annuities Product Suite. This product is designed to help meet an important need in retirement planning: income that lasts for life. We plan to introduce a new life insurance product in 2023 to further diversify and strengthen our life product suite.

Expenses

Corporate Expenses – corporate expenses were $869 million for full year 2022, a reduction from 2021 corporate expenses of $890 million. We remain focused on maintaining our disciplined expense management.

Technology

Future State Platform – we completed all our major system conversions. This marks the full implementation of our future state operations and technology platform, which is foundational to our ability to grow our sales in the future.

Name ⁽¹⁾

Phil Bancroft

Director since 2023

•  White/
Caucasian

•  Senior Leadership

•  Accounting/Financial Reporting

•  Insurance Industry

•  Investments

•  Audit (Expected Chair)

•  Investment

Irene Chang Britt

Director since 2017

•  Asian

•  Senior Leadership

•  Brand and Marketing

•  Public Company Board Experience

•  Human Capital Management

•  Compensation and Human Capital

•  Investment

•  Nominating and Corporate Governance (Chair)

Chuck Chaplin

Chairman of the Board

Director since 2017

•  Black/
African
American

•  Senior Leadership

•  Insurance Industry

•  Financial Services Industry

•  Accounting/Financial Reporting

•  Public Company Board Experience

•  Audit

•  Executive

•  Finance and Risk (Chair)

Steve Hooley

Director since 2020

•  White/
Caucasian

•  Senior Leadership

•  IT/Cybersecurity

•  Financial Services Industry

•  Public Company Board Experience

•  Audit

•  Investment

Carol Juel

Director since 2021

•  White/
Caucasian

•  IT/Cybersecurity

•  Financial Services Industry

•  Risk Management

•  Regulation

•  Audit

•  Finance and Risk

Eileen Mallesch

Director since 2018

•  White/
Caucasian

•  Accounting/Financial Reporting

•  Insurance Industry

•  Financial Services Industry

•  Investments

•  Compensation and Human Capital

•  Investment (Chair)

•  Nominating and Corporate Governance

Name ⁽¹⁾

Diane Offereins

Director since 2017

•  White/
Caucasian

•  IT/Cybersecurity

•  Financial Services Industry

•  Human Capital Management

•  Regulation

•  Compensation and Human Capital (Chair)

•  Finance and Risk

•  Nominating and Corporate Governance

Eric Steigerwalt

Director since 2016

•  White/
Caucasian

•  Senior Leadership

•  Insurance Industry

•  Financial Services Industry

•  Investments

•  Risk Management

•  Executive (Chair)

Paul Wetzel

Director since 2017

•  White/
Caucasian

•  Senior Leadership

•  Financial Services Industry

•  Regulatory

•  Risk Management

•  Compensation and Human Capital

•  Finance and Risk

•  Nominating and Corporate Governance

Pat Shouvlin is not standing for reelection at the Annual Meeting pursuant to our mandatory retirement age policy and, accordingly, is not included in this table.

Senior Leadership

Provides Directors with valuable organizational, strategic planning, and risk management skills to oversee and advise management

Insurance

Aids in Director oversight of our strategy, including product development, sales, and financial management

Financial Services

Supports Director oversight of various aspects of our business, including product development, marketing, and distribution

Accounting/Financial Reporting

Enables Directors to oversee our financial reporting processes and controls

Brand and Marketing

Supports oversight of the development and execution of our strategy to build our brand and market our products

Human Capital Management

Supports oversight of our talent management, succession planning, and executive compensation practices, as well as our DEI activities

Information Technology/Cybersecurity

Enables Directors to manage and oversee our technology-related strategic objectives and to oversee cybersecurity risk

Investments

Facilitates effective management and oversight of our investment portfolio to drive returns and manage investment risk

Regulation

Enables Director oversight of our compliance programs and assists the Company in navigating the complex and highly regulated environment in which we operate

Risk Management

Facilitates Director oversight of management’s policies and practices to identify, monitor, and manage the complex risks facing our Company

Other Public Company Board Experience

Exposes Directors to diverse perspectives, trends, and governance practices that can enhance oversight

Table and graphics include Mr. Shouvlin, who identifies as Male and White. Mr. Shouvlin is not standing for reelection at the Annual Meeting.

Chairman of the Board (the “Chairman”); and

Chair of the Finance and Risk Committee.

Compensation and Human Capital Committee;

Investment Committee; and

Nominating and Corporate Governance Committee.

Adopt a majority voting standard for uncontested Director elections via amendment of our Bylaws in January 2023; and

Recommend stockholders approve the Company’s proposal to remove provisions in our Charter that currently require a supermajority of outstanding shares to amend certain provisions of our Charter and Bylaws (see Proposal 4).

Responsiveness and Accountability

NEW    

Diversity, Equity, and Inclusion (DEI): At Brighthouse Financial, we are committed to advancing DEI across our organization and culture through various business policies and practices, including our talent acquisition strategy; employee learning, development, and engagement initiatives; procurement decisions; and strategic partnerships.

Being a Great Place to Work: We recognize that our employees are one of our most valuable assets. We continue to adapt, as needed, our activities, policies, and practices to attract, engage, develop, and retain employees and to ensure that Brighthouse Financial remains a great place to work. These efforts include our commitment to continually enhance our culture, which is rooted in our three core values of collaboration, adaptability, and passion.

Advancing Financial Security: Our mission is to help people achieve financial security. As one of the largest providers of annuities and life insurance in the United States, we believe that annuities and life insurance play an essential role in financial security. Our products are designed to uphold three core pillars: simplicity, transparency, and competitive value for our customers. Recognizing the various risks that can surface across our Company’s value chain – from our marketing practices to our product disclosures – we are committed to responsible product governance, marketing, and communications.

Promoting Business Resilience Through Sustainable Operations: Our ability to deliver on our commitments to our stakeholders begins with responsible business practices. Through effective governance, compliance, and risk management; proactive cybersecurity and data privacy programs; and our ongoing commitment to responsible investment, we believe our approach to operating sustainably promotes business resilience across our value chain.

Climate Change and the Environment: Climate change continues to impact communities, economies, and natural ecosystems worldwide. We recognize that climate change poses various risks to our Company, global financial markets, society, and our planet. We are committed to enhancing our efforts to identify, measure, assess, and manage material climate-related risks to Brighthouse Financial, as well as the environmental impact of our operations.

Compensation and Human Capital Committee – oversees Brighthouse Financial’s human capital matters, including pay equity, DEI, leadership development, culture, and succession planning for the CEO and other executives.

Audit Committee – oversees Brighthouse Financial’s regulatory compliance and cybersecurity program.

Finance and Risk Committee – oversees Brighthouse Financial’s enterprise risk program, including climate risk and its related impacts on the Company’s risk profile.

Investment Committee – oversees Brighthouse Financial’s investment portfolio, including assessment of our exposures to ESG risk and consideration of ESG factors in our asset management program.

Paying for performance: a majority of executive compensation is in the form of variable elements that are based on individual and Company performance results that drive increases in stockholder value;

Providing competitive Target Total Direct Compensation (“Target TDC”) opportunities (defined as base salary plus STI and long-term incentive (“LTI”) compensation opportunities): we aim to offer compensation that enables Brighthouse Financial to attract, motivate, and retain high-performing executives;

Aligning executives’ interests with stockholders’ interests: a majority of our CEO’s Target TDC and a significant portion of our other NEOs’ Target TDC is delivered in the form of stock-based incentives;

Encouraging long-term decision-making: our long-term incentive compensation program includes awards with multiyear, overlapping performance or restriction periods;

Avoiding problematic pay practices: we do not provide excessive perquisites, excessive change-of-control severance pay, or excise tax gross-ups, and we will not reprice stock options without stockholder approval; and

Reinforcing strong risk management: our compensation program is designed to avoid providing our executives with incentives to take excessive risks.

•  Fixed compensation for service during the year.

•  Annual cash award based on Company and individual performance.

•  Performance metrics measure our achievement of three strategically important corporate goals for the 2022 performance period (weighting):

•  Expense Target (40%) – aligns with our strategic goal of adopting and maintaining an operating model that reduces our run-rate expenses.

•  Sales (40%) – key driver of growth and the strength of our franchise.

•  Normalized Statutory Earnings (20%) – important indicator of financial strength that is used by management to measure our insurance companies’ ability to pay future distributions and is reflective of whether our hedging program functions as intended.

•  DEI achievements are factored into individual qualitative performance assessments.

•  LTI vehicle mix is weighted more toward performance-based compensation – 70% Performance Share Units (“PSUs”) and 30% Restricted Stock Units (“RSUs”) for the CEO; 60% PSUs and 40% RSUs for our other NEOs.

•  PSU metrics measure our achievement of two strategic goals over the 2022-2024 performance period (weighting):

•  Statutory Expense Ratio (60%) – operating efficiency metric that measures both expense management and sales growth, two of our key strategic drivers.

•  Net Cash Flow to the Holding Company (40%) – measures net capital distributions from Brighthouse Financial’s operating companies, which strengthen our holding company balance sheet and provide management with flexibility to deploy our capital for various purposes, including return of capital to stockholders.

Stock Ownership Guidelines. We have established stock ownership and retention guidelines that require our NEOs to maintain significant stock ownership, thereby aligning their interests with those of our stockholders.

Clawback Policy. We adopted a robust compensation recoupment policy (the “Clawback Policy”) that allows the Company to recoup incentive compensation earned by executive officers or other employees in the event of a material restatement of the Company’s financial statements or certain misconduct.

Minimum Vesting Periods. Equity awards that are subject to achievement of performance goals or that vest based solely on continued service generally have three-year vesting periods (the latter generally at a rate not greater than one-third per year).

Stockholder Engagement. We actively engage with our stockholders on various topics, including our executive compensation program. We recognize the importance of our stockholders’ perspectives in the compensation-setting process and consider their feedback in the design of our compensation program.

Independent Compensation Consultant. Our Compensation and Human Capital Committee has retained Semler Brossy Consulting Group (“Semler Brossy”) as its independent compensation consultant to advise it on our executive compensation program.

Double-Trigger Vesting of Equity Awards Upon a Change of Control. Outstanding awards that are substituted or assumed in a change of control only vest if the NEO is terminated or resigns with good reason.

Gross-ups on Excise Taxes. We do not provide tax gross-up benefits in connection with payments upon a change of control.

Reprice Stock Options. Our equity incentive plans prohibit us from repricing stock options or stock appreciation rights without stockholder approval.

Excessive Perquisites. We provide limited perquisites to our executive officers.

Hedging and Pledging. Our insider trading policy prohibits all employees and Directors from engaging in hedging or pledging transactions in Brighthouse Financial securities.

Age: 64

Director since: 2023

Committees:

•  Audit (Expected Chair)

•  Investment

Philip V. (“Phil”) Bancroft

Independent Director

Skills and Qualifications

Mr. Bancroft is qualified to serve on our Board on the basis of his extensive experience in the insurance industry, service as the chief financial officer of a large, publicly traded insurance company, as well as accounting and financial expertise.

Career Highlights

•  Chubb Limited, a property and casualty insurance company (2016 – 2021)

•  Chief Financial Officer and Executive Vice President

•  ACE Limited, a property and casualty insurance company (acquired Chubb in 2016) (2002 – 2016)

•  Chief Financial Officer (2002 – 2016)

•  PricewaterhouseCoopers (PwC), an accounting and professional services firm (1982 – 2001)

•  Partner-In-Charge, New York Regional Insurance Group (1996 – 2001)

•  Partner (1991 – 1996)

•  Manager (1982 – 1991)

Other Public Company Directorships

•  Regional Management Corp. (2022 – present)

Past Public Company Directorships

None

Other Experience and Service

•  Certified Public Accountant

•  American Institute of Certified Public Accountants, Member

•  Pennsylvania Institute of Certified Public Accountants, Member

Education

•  BA, Temple University

Age: 60

Director since: 2017

Committees:

•  Compensation and Human Capital

•  Investment

•  Nominating and Corporate Governance (Chair)

Irene Chang Britt

Independent Director

Skills and Qualifications

Ms. Chang Britt is qualified to serve on our Board on the basis of her brand and marketing expertise, corporate governance expertise, and experience leading multibillion-dollar divisions of Fortune 500 companies.

Career Highlights

•  Campbell Soup Company, a food and beverage company (2005 – 2015)

•  President, Pepperidge Farm Inc. and Senior Vice President, Global Baking and Snacking (2012 – 2015)

•  Global Chief Strategy Officer (2010 – 2012)

•  President, North America Foodservice; General Manager, Sauces and Beverages; and other senior positions in multiple brand divisions (2005 – 2010)

•  Kraft Foods and Kraft/Nabisco, a food and beverage company (1999 – 2005)

•  Kimberly-Clark, a consumer products company (1986 – 1999)

Other Public Company Directorships

•  Victoria’s Secret & Co., a specialty retail company (2021 – present)

Past Public Company Directorships

•  Dunkin’ Brands Group, Inc. (2014 – 2020)

•  Tailored Brands, Inc. (2015 – 2020)

•  TerraVia Holdings, Inc. (2016 – 2018) (non-executive chairperson from 2017)

Other Experience and Service

•  National Association of Corporate Directors, Board Leadership Fellow

•  Amica Senior Lifestyles, Chairperson of the Board (2017 – present)

•  Peloton Capital Management, Limited Partner and member of the Advisory Board (2019 - present)

•  MikMak, Member, Board of Directors (2021 – present)

•  Higher Ambition Leadership Alliance, Member, Board of Directors (2021 – present)

•  Partake Foods, Member, Board of Directors (2021 – present)

•  W.O.M.E.N. in America, Member, Board of Directors (2022 – 2023)

Education

•  BA, University of Toronto

•  MBA, Ivey Business School – Western University, University of Western Ontario

Age: 66

Director since: 2017

Committees:

•  Audit

•  Executive

•  Finance and Risk (Chair)

C. Edward (“Chuck”) Chaplin

Chairman of the Board

Independent Director

Skills and Qualifications

Mr. Chaplin is qualified to serve on our Board on the basis of his leadership skills, financial expertise, and deep experience in the insurance industry.

Career Highlights

•  MBIA, Inc., a provider of financial guarantee insurance (2006 – 2017)

•  President, Chief Financial Officer, and Chief Administrative Officer (2008 – 2016)

•  Vice President and Chief Financial Officer (2006 – 2008)

•  Prudential Financial, Inc., a global insurance and financial services firm (1983 – 2006)

•  Positions of increasing responsibility, culminating with Senior Vice President and Treasurer

Other Public Company Directorships

•  MGIC Investment Corp. (2014 – present)

Past Public Company Directorships

None

Other Experience and Service

•  Rutgers University Foundation, Trustee

•  Executive Leadership Council, Member

Education

•  BA, Rutgers College

•  Master of City and Regional Planning, Harvard University

Age: 60

Director since: 2020

Committees:

•  Audit

•  Investment

Stephen C. (“Steve”) Hooley

Independent Director

Skills and Qualifications

Mr. Hooley is qualified to serve on our Board on the basis of his experience as a chief executive officer, expertise in technology and financial services, and public company board experience.

Career Highlights

•  DST Systems, Inc., a provider of information processing software and services (2009 – 2018)

•  Chairman, Chief Executive Officer and President (2014 – 2018)

•  President and Chief Executive Officer (2012 – 2014)

•  President and Chief Operating Officer (2009 – 2012)

•  State Street Corporation, a financial services company (1992 – 2009)

•  Various leadership positions, culminating as Chief Executive Officer and President, Boston Financial Data Services Corporation, a financial services company which was a joint venture between State Street Corporation and DST Systems (2004 – 2009)

Other Public Company Directorships

•  Q2 Holdings, Inc. (2020 – present)

•  Stericycle Inc. (2019 – present)

Past Public Company Directorships

•  Legg Mason Inc. (2019 – 2020)

•  DST Systems, Inc. (2012 – 2018)

Education

•  BS, Worcester Polytechnic Institute

Age: 50

Director since: 2021

Committees:

•  Audit

•  Finance and Risk

Carol D. Juel

Independent Director

Skills and Qualifications

Ms. Juel is qualified to serve on our Board on the basis of her experience as a senior technology and operations executive with deep technology, cybersecurity, and financial services experience.

Career Highlights

•  Synchrony Financial, a financial services company (2014 – present)

•  Executive Vice President, Chief Technology and Operating Officer (2021 – present)

•  Executive Vice President, Chief Information Officer (2014 – 2021)

•  General Electric Company, a multinational conglomerate (2004 – 2014)

•  Chief Information Officer, GE Capital Retail Finance (2011 – 2014)

•  Vice President, Information Technology, GE Money (2004 – 2011)

•  Accenture, a professional services and consulting company (1995 – 2004)

•  Senior Manager, Financial Services

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Girls Who Code, Chair, Board of Directors

Education

•  BA, College of the Holy Cross

Age: 67

Director since: 2018

Committees:

•  Compensation and Human Capital

•  Investment (Chair)

•  Nominating and Corporate Governance

Eileen A. Mallesch

Independent Director

Skills and Qualifications

Ms. Mallesch is qualified to serve on our Board on the basis of her financial expertise, experience in the insurance industry, and public company board experience.

Career Highlights

•  Nationwide Mutual Insurance Company, a U.S. insurance and financial services company (2005 – 2009)

•  Senior Vice President and Chief Financial Officer of property and casualty insurance business

•  General Electric, a multinational conglomerate (1998 – 2005)

•  Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company (2003 – 2005)

•  Vice President and Chief Financial Officer of GE Financial Employer Services Group (2000 – 2003)

•  Controller, GE Americom (1998 – 2000)

•  Asea Brown Boveri, Inc., a multinational power and automation technologies company (1993 – 1998)

•  International Business Area Controller, Energy Ventures

•  PepsiCo, Inc., a multinational food and beverage company (1988 – 1993)

•  Arthur Andersen, a professional services firm (1985 – 1988)

Other Public Company Directorships

•  Arch Capital Group Ltd. (2021 – present)

•  Fifth Third Bancorp (2016 – present)

Past Public Company Directorships

•  State Auto Financial Corporation (2010 – 2021)

•  Libbey Inc. (2016 – 2020)

•  Bob Evans Farms, Inc. (2008 – 2018)

Other Experience and Service

•  Certified Public Accountant

•  American Institute of Certified Public Accountants, Member

Education

•  BS, City University of New York (CUNY)

Age: 65

Director since: 2017

Committees:

•  Compensation and Human Capital (Chair)

•  Finance and Risk

•  Nominating and Corporate Governance

Diane E. Offereins

Independent Director

Skills and Qualifications

Ms. Offereins is qualified to serve on our Board on the basis of her deep financial services, information technology, and cybersecurity experience.

Career Highlights

•  Discover Financial Services, a direct banking and payment services company (1998 –present, retiring effective June 30, 2023)

•  Executive Vice President and President, Payment Services (2010 – present)

•  Executive Vice President, Payment Services (2008 – 2010)

•  Executive Vice President and Chief Technology Officer (1998 – 2008)

Other Public Company Directorships

•  Flywire Corporation (2023 – present)

Past Public Company Directorships

•  West Corporation (2015 – 2017)

Other Experience and Service

•  The Chicago Network, former Chair

•  Children’s Home + Aid, Member, Board of Trustees

Education

•  BBA, Loyola University, New Orleans

Age: 61

Director since: 2016

Committees:

•  Executive (Chair)

Eric T. Steigerwalt

President and Chief Executive Officer

Skills and Qualifications

Mr. Steigerwalt is qualified to serve on our Board on the basis of his deep knowledge of our business, extensive experience in the insurance industry, leadership skills, and broad knowledge of corporate strategy, finance, and investments.

Career Highlights

•  Brighthouse Financial, Inc. (2016 – present)

•  President and Chief Executive Officer

•  MetLife, Inc., a global insurance and financial services company (1998 – 2017)

•  Executive Vice President, U.S. Retail (2012 – 2017)

•  Executive Vice President and Interim Chief Financial Officer (2011 – 2012)

•  Executive Vice President, Chief Financial Officer of U.S. Business (2010 – 2011)

•  Senior Vice President and Chief Financial Officer of U.S. Business (2009 – 2010)

•  Senior Vice President and Treasurer (2007 – 2009)

•  Senior Vice President and Chief Financial Officer of Individual Business (2003 – 2007)

•  Vice President, Financial Management (1998 – 2003)

•  AXA S.A., a financial services and insurance company (1993 – 1998)

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  American Council of Life Insurers (2018 – present)

•  Member, Board of Directors

•  Member, Consumer and Tax Steering Committees

•  Wells Fargo Champions for Education, Member, Board of Directors (2017 – present)

Education

•  BA, Drew University

Age: 63

Director since: 2017

Committees:

•  Compensation and Human Capital

•  Finance and Risk

•  Nominating and Corporate Governance

Paul M. Wetzel

Independent Director

Skills and Qualifications

Mr. Wetzel is qualified to serve on our Board on the basis of his extensive experience advising financial services firms and knowledge of investment banking and corporate strategy.

Career Highlights

•  Deutsche Bank Securities Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank AG (“Deutsche Bank”) (2009 – 2016)

•  Chairman, Global Financial Institutions Group (2013 – 2016)

•  Head of the Japan Investment Banking Coverage and Advisory Group (2011 – 2013)

•  Other positions of increasing responsibility at Deutsche Bank or its subsidiaries

•  Merrill Lynch & Co., Inc., a global investment bank and financial services firm (1992 – 2009)

•  Positions of increasing responsibility in investment banking with a focus on financial institutions

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Eleven Canterbury, Consultant (2021 – present)

•  Rockefeller Capital Management, Consultant (2018 – present)

•  National Association of Corporate Directors, Board Leadership Fellow

Education

•  BS, Business Administration, State University of New York at Buffalo

•  MBA, Finance and Accounting, University of Chicago Graduate School of Business

Board Membership Criteria – The Nominating and Corporate Governance Committee leads the search for, and recommends, candidates to serve on the Board based on their business and professional experience, judgment, diversity, age, skills, and background. All candidates must possess high integrity and be able to meet the demands of serving on our Board.

Director Qualifications – In seeking qualified director candidates, the Nominating and Corporate Governance Committee, in consultation with the Chairman, the CEO, and the other members of the Board, seeks individuals who possess the skills, experience, and background appropriate for overseeing the development and execution of Brighthouse Financial’s business strategy. The Board has identified the following qualifications, among others, in considering director candidates: financial services or insurance industry experience; senior management leadership experience; accounting and financial reporting experience; information technology and cybersecurity expertise; brand management and marketing experience; public company board experience; risk management expertise, including in the areas of market, liquidity, and cybersecurity risk; investments expertise, including oversight of strategic asset allocation and portfolio construction; experience in human capital management; regulatory expertise; commitment to Brighthouse Financial’s values; and diversity, including gender and racial or ethnic diversity.

Board Diversity – The Board believes a diverse board is better able to effectively oversee the Company’s management and strategy and to position Brighthouse Financial to deliver long-term value for our stockholders. The Board seeks Directors who possess a broad range of skills, experience, and perspectives, and who contribute to the gender and racial or ethnic diversity of our Board. While the Company does not have a formal Board diversity policy, our Corporate Governance Principles place an emphasis on diversity. The Nominating and Corporate Governance Committee and the Board consider diversity when recruiting and nominating directors for election and when assessing the effectiveness of the Board. In recent Board candidate searches, the Nominating and Corporate Governance Committee has instructed the third-party search firms it has engaged to include candidates who would contribute to the gender and racial or ethnic diversity of our Board in the initial pool from which it selects director candidates. We believe the current composition of the Board reflects those efforts and the importance of diversity to the Board.

Director Independence – At least a majority of the Board must be Directors who satisfy applicable independence standards. To determine independence, the Nominating and Corporate Governance Committee and the Board consider independence requirements under Nasdaq listing rules, applicable rules promulgated by the U.S. Securities and Exchange Commission (“SEC”), as well as other factors that contribute to effective oversight and decision-making by the Board.

Other Directorships – Directors must confirm the absence of, or disclose, any material actual or potential conflict of interest, and receive the consent of the Chair of the Nominating and Corporate Governance Committee before accepting an invitation to serve on the board or committee of another public company. Directors are also required to inform the Chair of the Nominating and Corporate Governance Committee before joining the board of a private, non-profit, or other type of organization. To ensure that Directors have requisite time to devote sufficient attention to their duties and responsibilities and to avoid overboarding concerns, the Board believes that: (1) Directors should not serve on more than three other public company boards; (2) Independent Directors who serve as chief executive officer of another public company and also serve on that company’s board of directors should not serve on any additional public company board other than our Board; and (3) Directors who serve on more than three public company audit committees should not serve on our Audit Committee if their ability to effectively serve on our Audit Committee is impaired, as determined by the Chair of the Nominating and Corporate Governance Committee and the Board.

Director Nomination Process – Nominations for election as a Director at our annual meetings may be made by our Board in the Company’s notice of meeting or any supplement thereto, or by a stockholder or stockholders in compliance with

the stockholder nomination requirements set forth in our Bylaws. Our Board nominates Director nominees upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board may identify potential nominees through a variety of means, including recommendations and referrals from current Directors, management, and stockholders. The Nominating and Corporate Governance Committee also uses professional search firms to help identify and assess potential nominees. Mr. Bancroft is being nominated for election as Director for the first time at the Annual Meeting and was originally proposed to us as a Director nominee by a third-party search firm engaged by the Nominating and Corporate Governance Committee to identify potential director candidates. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, Nasdaq listing requirements, the ability of candidates to enhance the diversity of our Board as a whole, and any other criteria the Board may establish from time to time. The Nominating and Governance Committee will consider candidates recommended by stockholders, and our stockholders may bring Director nominations before an annual meeting of our stockholders by following the procedures described in our Bylaws. For more information on how and when to submit a nomination for future annual meetings, see “Other stockholder proposals and director nominations.”

Board Refreshment – The Board recognizes it must refresh its composition to address Brighthouse Financial’s oversight needs as the Company evolves over time. The Nominating and Corporate Governance Committee and Board annually review the skills and experience the Board needs to best oversee Brighthouse Financial’s strategy. The Nominating and Corporate Governance Committee leads a Director self-evaluation process in which each Director ranks his or her expertise and experience in a number of key skill areas that are relevant to service on our Board. The Nominating and Corporate Governance Committee considers the Directors’ self-evaluations in analyzing the aggregate representation of skills on the Board. Our Board includes four Directors added since 2018, including Mr. Bancroft in March 2023. In accordance with our mandatory retirement policy, one Director retired from the Board as of the 2020 annual meeting, and one Director will retire from the Board as of the 2023 Annual Meeting.

Assessing the Board’s Performance – The Board views its annual self-assessment as an important tool for candid evaluation of its composition, performance, and proper functioning, as well as an important component of our Board refreshment strategy. The Nominating and Corporate Governance Committee oversees the assessment process, including the topics and areas to be addressed during the assessment. For 2022, each Director completed assessments of the Board’s and each Committee’s effectiveness, including with respect to Board and Committee composition; the quality of meeting materials and discussions during Board and Committee meetings; appropriateness of meeting agenda topics; and interactions with management. Each Director also provided feedback on the other Directors. The Nominating and Corporate Governance Committee reviewed and reported the results of the assessments to the full Board and to management. The Board continues to address any issues and implement constructive suggestions raised in the self-assessments to further enhance its effectiveness.

Mandatory Retirement Age – Our Corporate Governance Principles state that Directors may not stand for reelection or be appointed to the Board after reaching the age of 72. The Board may approve exceptions to this policy. We have not adopted term limits for our Directors.

Significant Changes in Director Commitments – Under our Corporate Governance Principles, if a Director’s employment status, principal professional position or other substantial business commitments change, such Director is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee, which evaluates such change and makes a recommendation to the Board. This process was followed in connection with Ms. Offereins’s expected retirement from Discover Financial Services on June 30, 2023, with the Board determining, upon the recommendation of the Nominating and Corporate Governance Committee (other than Ms. Offereins, who abstained from that committee’s deliberations and recommendation), to decline her resignation based upon her exceptional qualifications for service on our Board.

Director Orientation and Continuing Education – The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new Directors with an orientation program when they join the Board.

The orientation consists of presentations by our senior management to familiarize the Directors with our business, operations, financial condition, risk management, and governance, as well as Directors’ legal duties and requirements. We also encourage, and will provide funding for, both new and longer-serving Directors to attend continuing education programs delivered by third parties to develop and enhance their skills and knowledge. We also incorporate continuing education into our regular Board and Committee meetings from time to time.

Attendance at Meetings – Directors are expected to regularly attend meetings of the Board and the Committees of which they are members, and to spend the time needed outside of meetings to keep themselves informed about Brighthouse Financial’s business and operations. In 2022, the Board held five meetings and the Committees held a total of 34 meetings. Each Director attended at least 75% of the meetings of the Board and the Committees on which he or she served.

providing thought leadership for the Board through understanding the views of our Directors, stockholders, and management;

representing the Board in engagements with our stockholders;

setting the agenda for Board meetings, with input from the CEO;

presiding over Board meetings and executive sessions of the Independent Directors;

promoting effective communication and serving as the primary conduit among the Board as well as the CEO and other members of management;

setting the tone of Board discussions to promote a Board culture of the highest level of integrity, active engagement, open communication, constructive debate, and effective decision-making;

establishing a close relationship of trust with the CEO by providing support and advice while respecting the executive responsibility of the CEO;

consulting with the Compensation and Human Capital Committee in its oversight of CEO and senior management succession planning; and

together with the Chair of the Nominating and Corporate Governance Committee, reviewing Committee and Committee chair assignments, leading recruitment of Director candidates, and overseeing annual evaluations for the Board and its Committees.

Stage 1

Assessment
and Engagement Planning

•  Our Board and Committees review the outcome of votes on proposals during our annual meeting, as well as feedback received from our stockholders.

•  Our Board and Committees review governance and compensation trends at peer and other comparable companies.

•  The Board and Committees discuss our stockholder engagement plan, including topics for discussion and areas for stockholder feedback.

Stage 2

Engagement

•  We invite stockholders and proxy advisory firms to engage with us.

•  During our meetings, we discuss and solicit feedback on our strategy, governance, executive compensation, sustainability program, and other areas of importance to our stockholders.

Stage 3

Review Feedback
and Take Action

•  The Board and Committees consider stockholder feedback as part of their annual review of our governance and compensation policies and practices, as well as their oversight of our strategy, sustainability program, and other areas that are important to our stockholders. Potential changes are discussed and may be implemented.

•  We aim to enhance our sustainability disclosures to communicate our activities in areas that are most significant to our Company and to address stockholder feedback.

Stage 4

Proxy Statement
and Annual Meeting

•  We draft our proxy statement to disclose and communicate our governance and compensation practices, elect Directors, and seek stockholder approval of certain matters.

•  Brighthouse Financial continues to advance in its sustainability journey, including substantive disclosures in important areas.

•  Brighthouse Financial should focus on enhancing its disclosures and sustainability program in areas that are most significant to the Company and in line with stakeholder expectations, particularly with respect to human capital management, DEI, and climate risk.

•  We have enhanced our disclosures related to human capital management, DEI, and climate risk in our 2022 Annual Report.

•  Our inaugural Corporate Sustainability Report, which is located on our Corporate Responsibility webpage at www.brighthousefinancial.com/about-us/corporate-responsibility, was published in 2022. The Corporate Sustainability Report aligns with SASB and TCFD frameworks and includes comprehensive information about our sustainability program (see “Proxy Summary – Our Sustainability Journey”).

•  Our Board composition reflects our strong focus on diversity, including an appropriate mix of skills, experiences, backgrounds, and demographic diversity traits, which support generating diversity of thought.

•  We continue to recruit Directors whose skills enable them to effectively oversee the execution of Brighthouse Financial’s strategy and who add to the overall diversity of our Board (see “– Building Our Board of Directors”).

•  Brighthouse Financial has a reasonable and balanced governance profile.

•  Brighthouse Financial should regularly assess its governance practices to ensure that they remain appropriate over time.

•  Several stockholders expressed support for certain corporate governance initiatives, including:

•  the adoption of a majority voting standard for uncontested Director elections; and

•  the removal of supermajority voting provisions from the Charter in order to allow certain provisions of our Charter and Bylaws to be amended by a majority of the outstanding shares, as opposed to the 66²⁄₃% currently required.

•  Our Board regularly reviews our governance practices and considers whether to adopt any changes.

•  In January 2023, the Board amended our Bylaws to adopt a majority voting standard for uncontested director elections (among other things).

•  Our Board is asking stockholders to approve the Company’s proposals to amend the Charter to (i) remove provisions in our Charter that currently require a supermajority of outstanding shares to amend certain provisions of our Charter and Bylaws (see “Proposal 4”) and (ii) to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law (see “Proposal 5”).

Strategic Risk – in connection with its annual review of our strategy and ongoing oversight of our performance against such strategy, the Board oversees the management of strategic risks. In its discussions with the Board, senior management, including the CEO, Chief Financial Officer (“CFO”), Chief Investment Officer, Chief Risk Officer (“CRO”), and Chief Distribution and Marketing Officer, reviews the key risks relating to the execution of our strategy and describes management’s activities to identify, assess, and mitigate such risks.

Enterprise Risk – in connection with each regular meeting of the Board and the Committees, the CRO prepares an enterprise risk report that communicates our risk profile and our performance against targets and limits in key risk areas, including macro, credit, market, liquidity, operational, model, information technology and cybersecurity, third-party, and emerging risks. The CRO, or the CRO’s designee, also periodically reports to the Board on key risks and to the Committees on risk topics within the scope of the Committees’ respective responsibilities.

Cybersecurity Risk – the Audit Committee is primarily responsible for overseeing information technology and cybersecurity risks (as part of its oversight of operational risk), and the Board continues to be actively engaged with