Proposal 1: Election of four (4) Class II Directors to serve a one-year term ending at the 2020 Annual Meeting of Stockholders;

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse’s independent registered public accounting firm for fiscal year 2019;

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

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

The Brighthouse Story

Named Executive Officers

Compensation Philosophy

What’s New in Our 2018 Compensation Program

2018 Say-on-Pay Vote and Stockholder Engagement

Compensation Highlights

CEO Compensation

Key Executive Compensation Practices

Planned Changes for 2019

2018 Compensation Setting Process

Role of the Compensation Committee and Others in Determining Compensation

2018 Target Total Direct Compensation

Elements of 2018 Compensation

2018 Short-Term Incentive Awards

2018 Long-Term Incentive Awards

Founders’ Grants

Temporary Incentive Deferred Compensation Plan

2018 Say-on-Pay Vote and Stockholder Engagement

Stock Ownership and Retention Guidelines

Benefit Plans

Termination and Change in Control Benefits

Stock-Based Award Timing Practices

Tax Deductibility of Executive Compensation

Hedging and Pledging Prohibition

Clawback Policy

Risk Assessment

Proposal

Board Recommendation

Page(s)

1.  Election of four (4) Class  II Directors to serve a one-year term ending at the 2020 Annual Meeting of Stockholders

FOR each of the

Board’s nominees

2.  Ratification of the appointment of Deloitte & Touche LLP as Brighthouse’s independent registered public accounting firm for fiscal year 2019

FOR

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

FOR

Sales – our 2018 full year annuity sales (approximately $5.9 billion) were up 36% compared to 2017 (approximately $4.3 billion), and our fourth quarter 2018 annuity sales (approximately $1.7 billion) were our highest since becoming an independent company.

Product Development – we updated our FlexChoice Variable Annuity (“VA”) offering, launched two new fixed rate annuity products and developed and prepared to launch Brighthouse SmartCare^sm (”SmartCare”), our new hybrid life insurance product (launched in February 2019).

Operational Performance – we exited 66 transition service agreements (“TSAs”) with MetLife in 2018, in line with our target, to position us for further expense reductions and cost control to achieve our previously communicated expense reduction target of $150 million in run-rate savings by year-end 2020.

Investments – through the end of 2018, we completed approximately 80% of our portfolio repositioning program.

Capital Return – we announced a $200 million common stock repurchase program in August 2018, two years ahead of our original expectation to start returning capital in 2020, and repurchased $105 million of our common stock in 2018.

Financial Strength – VA assets remained in excess of CTE98 at December 31, 2018. (“CTE” is a statistical measure that assesses the “worst case” loss by calculating the average amount of total assets required to satisfy obligations over the life of a contract or policy in the worst x% of future market scenarios, represented by CTE(100 less x) (e.g., CTE98 represents the total assets required in the worst two percent of a set of future market scenarios)).

the competitive landscape in which we operate;

our product and sales growth strategy and plans;

our business pricing process, including the Company’s pricing program that evaluates the profitability of new business;

our operational model, including our business process outsourcing strategy;

our future state technology platform;

our investment strategy and investment operating model;

our financial and risk profile under various capital market scenarios; and

key financial drivers of our financial plan, including capital return and other targets.

offer a tailored set of annuity and life insurance solutions that are simpler, more transparent and provide value to our advisors and clients, as well as our stockholders;

sell our products to clients through a broad network of independent distribution partners; and

leverage our strong expense management discipline to become a cost-competitive manufacturer over time.

Name

Age

Principal Professional Experience

Expiration
of Term⁽¹⁾

Independent

Committee

Memberships

Irene Chang Britt⁽²⁾

56

Senior Vice President, Campbell Soup Company and President, Pepperidge Farm Inc. (Retired)

2020

Yes

•  

•  

Compensation

Investment

Nominating and Corporate Governance (Chair)

Chuck Chaplin⁽²⁾

Chairman of the Board

62

President, Chief Financial Officer and Chief Administrative Officer, MBIA Inc. (Retired)

2020

Yes

•  

•  

Audit

Executive

Finance and Risk (Chair)

Eileen Mallesch⁽²⁾

63

Senior Vice President and Chief Financial Officer of the property and casualty business of Nationwide Mutual Insurance Company (Retired)

2020

Yes

•  
•  

Compensation

Investment

Nominating and Corporate Governance

Meg McCarthy

65

Executive Vice President of Operations and Technology, CVS Health Corporation (acquired Aetna, Inc.)

2020

Yes

•  

Audit

Finance and Risk

Diane Offereins

61

Executive Vice President and President – Payments Services, Discover Financial Services

2020

Yes

•  

•  

Compensation (Chair)

Finance and Risk

Nominating and Corporate Governance

Pat Shouvlin

68

Partner, PricewaterhouseCoopers LLP (Retired)

2020

Yes

•  

•  

Audit (Chair)

Executive

Investment

Eric Steigerwalt

57

President and Chief Executive Officer, Brighthouse

2020

No

Executive (Chair)

Bill Wallace

71

Managing director and co-head of the Global Insurance Investor Client Practice, J.P. Morgan Chase & Co. (Retired)

2020

Yes

•  

Audit

Investment (Chair)

Paul Wetzel⁽²⁾

59

Chairman of the Global Financial Institutions Group, Deutsche Bank Securities Inc. (Retired)

2020

Yes

•  

•  

Compensation

Finance and Risk

Nominating and Corporate Governance

The Board will be declassified by the 2020 Annual Meeting.

These Directors are nominated for election at this Annual Meeting.

Chairman of the Board;

Chair of the Compensation Committee;

Chair of the Finance and Risk Committee; and

Chair of the Nominating and Corporate Governance Committee.

Independent Chairman of the Board

Majority of our Board is independent

All committees of the Board (other than the Executive Committee) (each a “Committee” and collectively, the “Committees”) are comprised solely of Independent Directors (as defined below, see “Director Independence”)

Directors possess a deep and diverse set of skills and experience relevant to oversight of our business strategies

Proactive assessment of Director skills and commitment to Director refreshment to ensure the Board meets the Company’s evolving oversight needs

Robust risk oversight framework to assess and manage risks

Comprehensive annual self-assessment of the Board and Committees, including an action plan to implement Directors’ suggestions

Commitment to Board diversity of perspective, gender and ethnicity

Regular executive sessions of the Independent Directors

Robust stockholder engagement program, with the participation of the Chairman, to share our perspectives and solicit feedback

Majority voting for Directors, with resignation policy for Directors who do not receive a majority of the votes cast

Development and regular review of succession plans for the Chief Executive Officer (the “CEO”) and other members of senior management

Annual assessment of Committee charters and the Board’s Corporate Governance Principles

All Directors to be elected annually for one-year terms beginning with 2020 Annual Meeting

Our Values

We aim to build an organization where talented, passionate people from all backgrounds can make meaningful contributions to our success and grow their careers. We value collaboration, accountability and respect, and the health and safety of our employees, customers and communities. We strive to create a diverse and inclusive work environment, practice fair labor standards at every level, and recognize and respect basic human rights for all. We demonstrate our commitment to ethical practices through mandatory training on anti-harassment and on our Code of Conduct – which includes our commitment to maintaining the highest standard of ethical awareness, integrity and business conduct, and putting honesty, fairness and trustworthiness at the center of everything we do.

Diversity and Inclusion

We foster a culture where diverse backgrounds and experiences are celebrated, and different ideas are heard and respected. We believe that by creating an inclusive workplace, we are better able to attract and retain talent and provide valuable solutions that meet the needs of our distribution partners, our advisors and their clients. We have established a Diversity and Inclusion Council that develops policies designed to increase inclusion in our offices and educate the Brighthouse community about the impact of diversity and inclusion on our corporate culture and business results.

Brighthouse is a proud equal opportunity employer committed to attracting, retaining and maximizing the performance of a diverse and inclusive workforce. It is Brighthouse’s policy to ensure equal employment opportunity without discrimination or harassment based on race, color, religion, sex (including pregnancy, childbirth, or related medical conditions), sexual orientation, gender identity or expression, age, disability, national origin, marital or domestic/civil partnership status, genetic information, citizenship status, uniformed service member or veteran status, or any other characteristic protected by law.

Community Involvement

Brighthouse is committed to making a positive impact on our communities, and we encourage employees to take advantage of three paid volunteer days per year to help support local organizations. As a company, Brighthouse directly supports charitable endeavors through corporate contributions, fundraising campaigns and engagement in community groups such as Habitat for Humanity, Operation Sandwich (food drive for the hungry), Dress for Success (support services and professional attire for women in need) and many others.

Brighthouse Foundation

The Brighthouse Foundation (the “Foundation”) was founded to enhance the quality of life in communities in which we live and work. The Foundation provides grants to high-impact, non-profit organizations, with a specific focus on organizations supporting women, children, veterans and the arts. Some of these organizations include the Foundation for the Carolinas, Habitat for Humanity and the Bechtler Museum of Modern Art.

Sustainability

Brighthouse understands and respects our impact on the environment. Our headquarters in Charlotte, North Carolina, is LEED Platinum certified and our involvement in the construction process ensured we had a say in sourcing local building materials, and implementing a recycling program and light-harvesting system. These actions have allowed us to take meaningful steps toward conserving energy and resources.

Pay-for-performance by tying variable compensation to achievement of Company and individual goals;

Aligning the interests of our executives with stockholders by having a significant portion of our NEOs’ total compensation delivered in the form of stock-based incentives;

Avoiding problematic pay practices by incorporating market best practices into our compensation program; and

Reinforcing strong risk management by avoiding incentives that encourage NEOs to take excessive risks.

Base Salary

•  Fixed compensation for services during the year

Short-Term

Incentive

•  Annual cash award based on Company and individual performance

•  Performance metrics measure our achievement of three equally-weighted key strategic goals:

•  TSA Exits – measures our ability to reduce expenses and operate as a cost-competitive company

•  Annuity Sales – measures our growth, which is vital to the stability of our business

•  Adjusted Statutory Earnings – measures our ability to pay future distributions and is reflective of the performance of our hedging program

Long-Term

Incentive

•  Variable equity awards, in a mix of three equally-weighted elements: Restricted Stock Units (“RSUs”), Performance Share Units (“PSUs”) and Nonqualified Stock Options (“NQSOs”)

•  Performance metrics apply only to our PSUs and measure our achievement of two strategic goals over the 2018-2020 performance period:

•  Corporate Expense Reduction (weighted 60%) – measures reduction in our annualized expenses

•  Capital Return (weighted 40%) – measures alignment of our financial and operational goals with long-term stockholder interests

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.

Meeting

Directors Standing for Election

Term

One-year term expiring at 2020 Annual Meeting

2020 Annual Meeting and all

future annual meetings

Irene Chang Britt

Independent Director

Committee Memberships: Compensation; Investment; Nominating and
Corporate Governance (Chair)

Age: 56

Director since: 2017

Other public company directorships: Dunkin’ Brands Group, Inc.; Tailored Brands, Inc.

Past public company directorships: TerraVia Holdings, Inc.

Professional Experience: Ms. Chang Britt retired from Campbell Soup Company (“Campbell”), a
food and beverage company, in February 2015. At Campbell, Ms. Chang Britt served in positions of
increasing responsibility, culminating with her service from August 2012 through February 2015 as
President of Pepperidge Farm Inc., a subsidiary of Campbell, and from March 2012 through
February 2015 as Senior Vice President of Global Baking and Snacking. Ms. Chang Britt joined
Campbell in 2005 as General Manager, Sauces and Beverages, and served in senior positions in
multiple brand divisions. She also served as Global Chief Strategy Officer of Campbell from
October 2010 to July 2012. Prior to joining Campbell, Ms. Chang Britt served in various executive
roles at Kraft Foods and Kraft/Nabisco from 1999 to 2005 and Kimberly-Clark from 1986 to 1999.
Ms. Chang Britt has served as a director of Dunkin’ Brands Group, Inc. since May 2014, currently
serving on the Audit and Nominating and Corporate Governance (Chair) Committees, and as a
director of Tailored Brands, Inc. (formerly Men’s Warehouse, Inc.) since December 2015, currently
serving as Chair of the Nominating and Corporate Governance Committee and a member of the
Audit Committee. Ms. Chang Britt previously served as a director of TerraVia Holdings, Inc., from
March 2016 to January 2018, and as non-executive chairperson from March 2017. Ms. Chang Britt
is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and a member
of the board of directors of the NACD New York Chapter.

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 public company board
experience.

C. Edward (“Chuck”) Chaplin

Independent Director

Chairman of the Board

Committee Memberships: Audit; Executive; Finance and Risk (Chair)

Age: 62

Director since: 2017

Other public company directorships: MGIC Investment Corp.

Professional Experience: Mr. Chaplin retired from MBIA, Inc. (“MBIA”), a provider of financial guarantee insurance for the public and structured finance markets, in January 2017. At MBIA, Mr. Chaplin served as the President, Chief Financial Officer and Chief Administrative Officer from 2008 through March 2016, after beginning his MBIA tenure as the Chief Financial Officer in 2006. Prior to joining MBIA, Mr. Chaplin had a 23-year career with Prudential Financial, Inc., a global insurance and financial services firm, with positions of increasing responsibility culminating with his service as Senior Vice President and Treasurer. Mr. Chaplin has been a director of MGIC Investment Corporation since January 2014, and serves on its Risk Management and Securities Investment Committees.

Skills and Qualifications: Mr. Chaplin is qualified to serve on our Board on the basis of his leadership skills, finance experience, and deep knowledge of the insurance industry.

Eileen A. Mallesch

Independent Director

Committee memberships: Compensation; Investment; Nominating and
Corporate Governance

Age: 63

Director since: 2018

Other public company directorships: State Auto Financial Corporation; Libbey Inc.; Fifth Third Bancorp

Past public company directorships: Bob Evans Farms, Inc.

Professional Experience: Ms. Mallesch served as Senior Vice President and Chief Financial Officer
of the property and casualty insurance business of Nationwide Mutual Insurance Company, a U.S.
insurance and financial services company, from 2005 to 2009. Previously, Ms. Mallesch was
employed by General Electric, a multinational conglomerate, where she served as Senior Vice
President and Chief Financial Officer of Genworth Financial Life Insurance Company from 2003 to
2005; Vice President and Chief Financial Officer of GE Financial Employer Services Group from
2000 to 2003; and Controller for GE Americom from 1998 to 2000. Ms. Mallesch’s positions prior to
2000 include International Business Area Controller, Energy Ventures, for Asea Brown Boveri, Inc., a
multinational power and automation technologies company, and financial management positions
with PepsiCo, Inc., a food and beverage company. Ms. Mallesch is a certified public accountant and
began her career as a senior auditor with Arthur Andersen, an accounting and professional services
firm. She is a director of State Auto Financial Corporation (since 2010), currently serving on the
Audit (Chair) and Compensation Committees; Libbey Inc. (since 2016), currently serving on the
Audit and Compensation Committees; and Fifth Third Bancorp (since 2016), currently serving on
the Audit and Human Capital and Compensation Committees. Ms. Mallesch also served on the
board of directors of Bob Evans Farms, Inc. from 2008 to January 2018, when it was sold to Post
Holdings, Inc. Ms. Mallesch is an NACD Governance Fellow.

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 service on various public company boards.

Paul M. Wetzel

Independent Director

Committee Memberships: Compensation; Finance and Risk; Nominating and
Corporate Governance

Age: 59

Director since: 2017

Professional Experience: Mr. Wetzel has served as a Senior Advisor to Rockefeller Capital
Management, a financial services firm, since October 2018. Mr. Wetzel retired from Deutsche Bank
Securities Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank
AG (“Deutsche Bank”) providing broker-dealer and investment advisory services, in October 2016.
Mr. Wetzel held positions of increasing responsibility at Deutsche Bank or its subsidiaries and
served as the Chairman of the Global Financial Institutions Group from 2013 until his retirement.
He was the Head of the Japan Investment Banking Coverage and Advisory Group at Deutsche Bank
and was based in Japan from 2011 to 2013. Prior to joining Deutsche Bank, Mr. Wetzel worked at
Merrill Lynch & Co., Inc., a global investment bank and financial services firm, in investment
banking for 17 years, with positions of increasing responsibility and a focus on financial
institutions. Mr. Wetzel is an NACD Board Leadership Fellow.

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.

Margaret M. (“Meg”) McCarthy

Independent Director

Committee memberships: Audit; Finance and Risk

Age: 65

Director since: 2018

Other public company directorships: First American Financial Corporation; Marriott International, Inc.

Professional Experience: Ms. McCarthy is currently Executive Vice President of Operations and
Technology for CVS Health Corporation, a pharmacy and healthcare company which acquired
Aetna, Inc. (“Aetna”) in November 2018, where she is responsible for technology, data security,
procurement, real estate and service operations. Prior to the acquisition, Ms. McCarthy held the
same position for Aetna, a diversified healthcare benefits company, since 2010. Prior to joining
Aetna in 2003, she served as Senior Vice President of Information Technology at CIGNA
Healthcare, a global health services company, and in information technology-related roles at
Catholic Health Initiatives, a nonprofit health system. Ms. McCarthy also worked in technology
consulting at Accenture and was a consulting partner at Ernst & Young, an accounting and
professional services firm. She has served as a director of First American Financial Corporation
since 2015, currently serving on its Nominating and Corporate Governance Committee (Chair), and
of Marriott International, Inc., since 2019, currently serving on its Audit Committee. Ms. McCarthy
also has served as a director of vArmour, a privately-owned data center and cloud security
company, since 2015, and serves on various advisory boards and councils, including the Financial
Services Information Sharing and Analysis Center, Oracle Presidents Council, MIT Center for
Information Systems Research and the Board of Trustees of Providence College.

Skills and Qualifications: Ms. McCarthy is qualified to serve on our Board on the basis of her deep
expertise in technology, cybersecurity and operations and her public company board experience.

Diane E. Offereins

Independent Director

Committee memberships: Compensation (Chair); Finance and Risk;

Nominating and Corporate Governance

Age: 61

Director since: 2017

Past public company directorships: West Corporation

Professional Experience: Ms. Offereins has served as Executive Vice President and President –
Payments Services for Discover Financial Services (“Discover”), a direct banking and payment
services company, since April 2010. She is also a member of the Discover Executive Committee.
Previously, Ms. Offereins served at Discover as Executive Vice President, Payment Services (2008
to 2010) and Executive Vice President and Chief Information Officer (1998 to 2010). Ms. Offereins
served as a director of West Corporation, from April 2017 until it was taken private in October 2017.

Skills and Qualifications: Ms. Offereins is qualified to serve on our Board on the basis of her
financial services industry experience and her information technology and cybersecurity expertise.
Ms. Offereins also brings to the Board valuable experience gained as a senior officer of Discover
during its spinoff from Morgan Stanley.

Patrick J. (“Pat”) Shouvlin

Independent Director

Committee memberships: Audit (Chair); Executive; Investment

Age: 68

Director since: 2017

Professional Experience: Mr. Shouvlin retired from PricewaterhouseCoopers LLP (“PwC”), an
accounting and professional services firm, in 2012 after 35 years of service. During his career at
PwC, Mr. Shouvlin served as the Global Engagement Partner for several large, global insurance and
financial services companies. Mr. Shouvlin also served in various leadership roles while at PwC,
including leading its U.S. Insurance Group from 1996 to 2003. From 2005 to 2011, Mr. Shouvlin
served on PwC’s U.S. Board of Partners, including service as Chair of the Finance Committee and a
member of the Governance Committee. Since 2015, Mr. Shouvlin has been Chairman of the Board,
Chair of the Governance, Nominations and Remuneration Committee, and a member of the
Investment Committee of L&F Holdings Limited and L&F Indemnity Limited, PwC’s global reinsurers
based in Bermuda. He served on the board and as Chair of the Audit Committee of Cunningham
Lindsey, a privately-owned global claims management outsourcing firm, from 2013 to 2018.

Skills and Qualifications: Mr. Shouvlin is qualified to serve on our Board on the basis of his
extensive accounting and auditing experience, along with his deep knowledge of the insurance
industry.

Eric T. Steigerwalt

Committee Memberships: Executive (Chair)

Age: 57

Director since: 2016

Professional Experience: Mr. Steigerwalt has served as President and CEO of Brighthouse since
August 2016. Previously, Mr. Steigerwalt held various positions at MetLife, a global insurance and
financial services company, from 1998, including: Executive Vice President, U.S. Retail (September
2012 – August 2017); Executive Vice President and interim Chief Financial Officer (November 2011
– September 2012); Executive Vice President, Chief Financial Officer of U.S. Business (January
2010 – November 2011); Senior Vice President and Chief Financial Officer of U.S. Business
(September 2009 – January 2010); Senior Vice President and Treasurer (May 2007 – September
2009); Senior Vice President and Chief Financial Officer of Individual Business (July 2003 – May
2007); and Vice President, Financial Management (May 1998 – July 2003). Prior to joining MetLife,
Mr. Steigerwalt was a Vice President of AXA S.A., a financial services and insurance company from
1993 to 1998. Mr. Steigerwalt has been a member of the board of directors of The American
Council of Life Insurers (“ACLI”) since October 2018.

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.

William F. (“Bill”) Wallace

Independent Director

Committee Memberships: Audit; Investment (Chair)

Age: 71

Director since: 2017

Professional Experience: Mr. Wallace retired from J.P. Morgan Chase & Co. (“J.P. Morgan”), a
global financial services firm and banking institution, in March 2017 after 20 years of service.
During his career at J.P. Morgan, Mr. Wallace held various positions of increasing responsibility and
served as managing director and co-head of the global insurance investor client practice from 2009
to 2017. Mr. Wallace served as the Deputy Managing Director of the Office of Finance of the
Federal Home Loan Banks, a group of government-sponsored banks, from 1995 to 1996, and as a
managing director at Morgan Stanley Group Inc., a global financial services firm and banking
institution, from 1980 to 1994.

Skills and Qualifications: Mr. Wallace is qualified to serve on our Board on the basis of his deep
knowledge of investments, including asset allocation and risk management, and experience
advising insurance companies.

Irene

  Chang   Britt

  Chuck  

  Chaplin  

Eileen

  Mallesch  

Meg   McCarthy  

Diane

  Offereins  

Pat

  Shouvlin  

Eric

  Steigerwalt  

Bill

  Wallace  

Paul

  Wetzel  

Senior Management Experience

Financial Services

Insurance

Risk Management

Accounting

Brand and Marketing

Compensation/Human Resources

Information Technology/Cybersecurity

Investments

Legal/Regulatory

Public Company Board Experience

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 Board, the Chairman of the Board and the CEO, seeks individuals who possess the skills, experience and background appropriate for overseeing the development and execution of Brighthouse’s business strategies. The Board has identified the following qualifications, among others, in considering director candidates:

Leadership experience

Experience in insurance or financial services

Financial literacy

Risk management expertise, including in the areas of market, liquidity and cybersecurity risk

Investments expertise, including oversight of strategic asset allocation and portfolio construction

Gender and ethnic diversity

Information technology expertise

Experience serving on a public company board

Commitment to Brighthouse values

Director Independence – At least a majority of the Board is required to consist of Directors who satisfy the independence standards prescribed by various laws and regulations applicable to the Company, including the Nasdaq listing rules, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To determine independence, the Nominating and Corporate Governance Committee and the Board consider the independence requirements under the applicable Nasdaq listing rules, Exchange Act requirements and other factors that contribute to effective oversight and decision-making by the Board. In determining Ms. McCarthy’s independence, the Board considered Brighthouse’s relationship with her current employer, CVS Health Corporation (which acquired Aetna in November 2018). Aetna provides and administers insurance and other employee benefits services to Brighthouse and our employees. The Board

determined that this relationship does not exceed thresholds in applicable independence standards and does not interfere with Ms. McCarthy’s exercise of independent judgement in carrying out her responsibilities as a Director.

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 organization. To ensure that Directors have requisite time to devote sufficient attention to their duties and responsibilities, 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 Nominating and Corporate Governance Committee Chair 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 referrals from current Directors, executive officers and stockholders or recommendations from professional search firms. We retained a professional search firm to identify and recruit candidates for the two directorships we filled in 2018. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, the 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. Our stockholders may bring nominations for Director 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 Diversity – The Board believes a diverse board is better able to effectively oversee Brighthouse and 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 ethnic and gender diversity of our Board.

Board Refreshment – The Board recognizes it must refresh itself to address Brighthouse’s oversight needs as it evolves over time. The Nominating and Corporate Governance Committee and Board annually review the skills and experience that allow the Board to best oversee Brighthouse’s strategy. We previously disclosed our intent for the Board to consist of nine directors as soon as reasonably practicable following the Separation. In September 2018, following MetLife’s divestiture of its remaining Shares, John McCallion resigned from the Board. In November 2018 (and as discussed in greater detail below), we added two new Directors, resulting in a Board consisting of nine Directors. During 2018, the Nominating and Corporate Governance Committee led a Director self-evaluation process where each Director ranked 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 considered the Directors’ self-evaluations in analyzing the aggregate representation of skills on the Board, and identified an opportunity to improve the Board’s effectiveness by adding one or more Directors with skills and experience in the areas of (i) information technology and cybersecurity and (ii) investments and overall finance expertise. The Nominating and Corporate Governance Committee, with the assistance of management and a third-party director search firm, led the director search and recruitment, and, in November 2018, the Board appointed two new Independent Directors who possessed the desired skills and fit, and who also added to the diversity of our Board. Ms. Mallesch brings more than 25 years of finance and strategy experience in a variety of industries, including insurance, telecommunications, consumer products and manufacturing. Ms. McCarthy brings over 30 years of experience as a senior leader in the insurance and healthcare industries with expertise in information technology, cybersecurity and operations.

Assessing the Board’s Performance – The Board views 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 overall process for the assessment, as well as the substantive matters to be addressed during the assessment. In 2018, 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 chair of the Nominating and Corporate Governance Committee discussed with each Director the results of the individual feedback. The Board addressed issues raised in the self-assessments with concrete steps, including discussions with management to enhance meeting materials, refining the focus on key areas and other actions to maximize the Board’s and Committees’ effectiveness.

Mandatory Retirement Age – Our Corporate Governance Principles state that Directors may not stand for re-election 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.

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. In 2018, the entire Board participated in continuing education programs. We also intend to 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’s business and operations.

promoting the highest standards of corporate governance;

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

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 serve as the primary conduit between the Board and 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, providing support and advice while respecting the executive responsibility of the CEO;

with the Chair of the Nominating and Corporate Governance Committee, overseeing CEO and management succession planning; and

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

our first full year as an independent company, including our publicly disclosed strategic objectives and performance;

the Board’s oversight of our Company’s strategy and business plan;

Board composition and refreshment, including our recent addition of two new Directors; our Board’s diverse mix of skills, experience and perspectives; the Board’s gender and ethnic diversity; and our commitment to building a well-functioning, effective Board through meaningful assessments and refreshment;

the Board’s annual evaluation of our governance profile and its commitment to continual assessment of our policies and practices;

our 2018 executive compensation programs, including our use of objective, quantitative metrics that are aligned with our long-term strategy; and

our corporate culture and the Board’s oversight of human capital management.

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

Cybersecurity – The Board periodically meets with our Chief Technology Officer and Chief Information Security Officer to review our information technology and cybersecurity risk profile and to discuss our activities to manage those risks. The Chief Information Security Officer is responsible for the Company’s cybersecurity program which is designed to protect and preserve the integrity, confidentiality, and continued availability of the information owned by, or in the care of, the Company. The Company’s cybersecurity program also establishes operational standards

that are designed to enable the Company to effectively identify, evaluate and respond to events that have the potential to negatively impact the Company’s operations. In addition, our Chief Compliance Officer reports to the Board on our compliance with regulations and guidance regarding information technology and cybersecurity. The Audit Committee will provide ongoing oversight of information technology and cybersecurity risk.

Human Capital Management – The Board recognizes the importance of maintaining a highly skilled and engaged workforce and a strong corporate culture that reinforces our values of collaboration, focus and accountability. The Board periodically meets with our Human Resources organization to discuss key human capital metrics. The Board and the Committees also assess employee engagement, turnover and workloads to help ensure that the Company has adequate resources to execute on its strategy.

Oversee our accounting and financial reporting processes, internal control over financial reporting and disclosure controls and procedures, to help preserve the integrity of our financial statements.

Oversee the audit of the Company’s financial statements and recommend to the Board whether the audited financial statements should be included in our Annual Report on Form 10-K (“Form 10-K”).

Review and discuss with management and the independent auditor our unaudited quarterly financial statements and the Company’s statutory financial results.

Review earnings press releases prior to their release to the public.

Oversee our compliance with legal and regulatory requirements.

Oversee the internal audit function.

Oversee procedures for the receipt, analysis and resolution of complaints concerning accounting, internal control over financial reporting, or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting or auditing matters.

Oversee our operational risks.

Review reports on our compliance processes and programs.

Appoint, engage, evaluate, approve the compensation of, and oversee the work and the continued independence of our independent auditor (the Audit Committee’s role in oversight of Brighthouse’s independent auditor is discussed further in Proposal 2).

Coordinate with the Nominating and Corporate Governance Committee regarding the review of transactions between the Company and Related Persons (see “Certain Relationships and Related Party Transactions”), where appropriate.

Discuss with management our risk assessment and risk management policies and practices.

Oversee the management of our risks relating to financial statements, financial systems, financial reporting processes, internal control over financial reporting, compliance and auditing, as well as the policies for monitoring and mitigating such risks.

Oversee the disclosure of material risks in our public filings.

Provide ongoing oversight of operational risk, including information technology and cybersecurity risk, as well as the policies for monitoring and mitigating such risks.

Discuss with management the state of regulatory compliance risk.

Review and approve, on an annual basis, our corporate goals and objectives with respect to CEO compensation, evaluate the CEO’s performance in light of these goals and objectives and recommend to the Independent Directors for approval the CEO’s annual compensation, including salary, bonus and equity and non-equity incentive compensation.

Review and approve, on an annual basis, the compensation for our other executive officers, including such officers’ salary, bonus and equity and non-equity incentive compensation, based on the CEO’s initial recommendations and evaluation of their performance.

Review and approve the Company’s equity and non-equity incentive compensation plans and arrangements, and approve awards to employees under such plans.

Review and discuss with management the Company’s Compensation Discussion and Analysis, and recommend to the Board that it be included in the Company’s Form 10-K or proxy statement.

Consider the results of the most recent stockholder advisory vote on executive compensation, as required by Section 14A of the Exchange Act.

Review and approve the Company’s severance arrangements and related plans.

Approve and oversee compensation-related policies, including stock ownership guidelines, and hedging, pledging and clawback policies.

Oversee the Company’s succession planning for its CEO and other executive officers.

Review, with the assistance of the Compensation Committee’s independent compensation consultant and Brighthouse’s Chief Risk Officer, incentive compensation arrangements to confirm that incentive compensation does not encourage unnecessary risk taking.

Review and discuss the relationship between risk management policies and practices, corporate strategy and compensation of senior executives.

Act on behalf of the entire Board with respect to certain exigent matters between meetings of the Board.

Oversee the Company’s financial plans, policies and strategies.

Review business and financial metrics to measure Brighthouse’s performance against its business and financial plans, in alignment with our multi-year strategy.

Approve, or recommend for Board approval, equity and debt issuances, share repurchase programs, dividends and mergers and acquisitions.

Oversee the Company’s capital management and liquidity management strategies, including the review and approval of capital and liquidity policies and plans, the availability and use of liquidity management tools and the review of liquidity benchmarks and metrics.

Oversee the capitalization of Brighthouse and its subsidiaries.

Oversee the Company’s hedging strategy, including the use of derivative instruments.

Oversee the management, budget and business plan of Brighthouse’s finance and risk management organizations.

Broad oversight of risk management, including approval of our risk appetite statement, and review of our significant risk policies and our performance against risk metrics and targets.

Discuss with management our risk management practices, including how we measure, monitor and manage risk exposures in the enterprise.

Regularly review with the Chief Risk Officer an assessment of our risk profile, including credit risk, market risk, liquidity risk, operational risk and model risk.

Review the finance and risk management functions, including their management, budget and business plan.

Oversee management’s use of risk metrics and targets and monitor performance against such benchmarks and targets.

Coordinate, through the Finance and Risk Committee’s chair, with management, and with the chairs of the other Committees, to help ensure that all Committees receive necessary information to oversee our risks.

Coordinate, through the Finance and Risk Committee’s chair, with management and the Compensation Committee chair, the Compensation Committee’s oversight of compensation-related risk matters.

Review management’s Own Risk and Solvency Assessment report, a required regulatory filing which assesses our risk exposures and solvency, and describes our risk management organization, structure and processes.

Oversee, on a consolidated basis, the investment activities of Brighthouse and its subsidiaries’ general accounts and consolidated separate accounts.

Oversee the enterprise investment strategy, including strategic and tactical asset allocation decisions.

Review the performance of the investments in our general and consolidated separate accounts, including our derivatives activity.

Review and approve Enterprise Investment Authorities (“EIAs”) relating to our general accounts and consolidated separate accounts.

Review the compliance of our investments with our EIAs.

Authorize or approve investments and the retention and termination of investment advisers, as required by the EIAs.

Oversee the implementation and execution of our investments operating model.

Oversee our engagement of investment advisers to manage general account and the separate account investments.

Review the investment activities and performance of the separate accounts.

Discuss with management the economic and market outlook, and the Company’s invested asset sectors and asset allocation.

Review Brighthouse’s annual investment plan and monitor performance against it.

Oversee the management and mitigation of risks associated with our investment portfolios, including credit risk, portfolio allocation and diversification risk, and counterparty risk.

Oversee the management and mitigation of the risks associated with our investments operating model.

Review our corporate governance policies and practices, and recommend appropriate changes to the Board.

Recommend qualifications for director candidates to the Board, and periodically review such qualifications with the Board.

Lead the search for qualified director candidates, including the development of search criteria and specifications, and consider director candidates recommended by our stockholders pursuant to the procedures set forth in our Corporate Governance Principles.

Oversee the Director orientation process and continuing education programs.

Recommend to the Board policies and procedures to enhance the Board’s effectiveness, the size and composition of the Board, and the frequency and structure of Board meetings.

Review the Board’s committee structure and composition and recommend committee appointments to the Board.

Review the Company’s Code of Conduct for Directors, Code of Conduct for Financial Management and Code of Conduct for Employees.

Review transactions between the Company and related persons, and coordinate with the Audit Committee where appropriate.

Review and evaluate any conflicts of interest of prospective and current Directors and executive officers. If it is determined that such review involves an investigation or complaint within the purview of the Audit Committee, the Nominating and Corporate Governance Committee may seek guidance from and coordinate the review with the Audit Committee.

Develop standards for determining director independence and make recommendations regarding such determinations to the Board.

Develop and oversee the annual self-evaluations for the Board and Committees.

Review Director compensation on an annual basis.

Oversee the Company’s government relations and political activities in accordance with its political strategy and public policy objectives.

Oversee risks related to the Company’s governance.

Oversee our related person transaction policy.

Oversee our regulatory and compliance programs, including the development and implementation of our codes of conduct.

  Description

Amount

Form

Pay for Board Service

Annual retainer

Pay for Service as Chair of the Board or a Board Committee

Chairman of the Board retainer

Audit Committee

Other Committees (Compensation Committee; Nominating and Corporate Governance Committee; Finance and Risk Committee; Investment Committee)

 Name

Fees Earned or
Paid in Cash⁽¹⁾

Stock Awards^{(2, 3)}

Total

 Irene Chang Britt

$137,500     

$225,781     

$363,281

 Chuck Chaplin⁽⁴⁾

$237,500     

$325,781     

$563,281

 Eileen Mallesch⁽⁵⁾

$30,000     

$59,962     

$89,962

 Meg McCarthy⁽⁶⁾

$30,000     

$59,962     

$89,962

 Diane Offereins

$137,500     

$225,781     

$363,281

 Pat Shouvlin

$142,500     

$225,781     

$368,281

 Bill Wallace

$137,500     

$225,781     

$363,281

 Paul Wetzel

$120,000     

$225,781     

$345,781

Fees Earned or Paid in Cash. Each Independent Director is entitled to receive an annual cash retainer of $120,000, or a prorated amount for a lesser period of service. We provide additional retainers to the Chairman of the Board and to each Director who serves as the Chair of a standing Committee, the amounts of which are set forth above under the heading “Director Compensation.” All cash retainers are paid in quarterly installments in arrears. For their service in 2018, Ms. Mallesch and Ms. McCarthy each received one installment of the annual cash retainer.

Stock Awards. Amounts in this column represent the aggregate grant date fair value of each applicable award of RSUs, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

Annual and Prorated Awards. As part of their annual retainers, each of Ms. Britt, Ms. Offereins, Mr. Shouvlin, Mr. Wallace and Mr. Wetzel was granted an equity award of 2,494 RSUs on May 23, 2018, each with an aggregate grant date fair value equal to $119,961. Mr. Chaplin was granted an equity award of 4,573 RSUs on May 23, 2018 for his service as Director (2,494 RSUs) and Chairman of the Board (2,079 RSUs), with an aggregate grant date fair value equal to $219,961. The Directors’ awards will vest on May 23, 2019, the one-year anniversary of the grant. Ms. Mallesch and Ms. McCarthy were each granted a prorated annual equity award of 1,482 RSUs on November 15, 2018, each with a grant date fair value equal to $59,962, which will vest on the date of the 2019 Annual Meeting.

The amount includes cash and equity payments for service as Chairman of the Board.

Ms. Mallesch joined the Board on November 15, 2018 and was assigned to the Compensation, Investment, and Nominating and Corporate Governance Committees.

Ms. McCarthy joined the Board on November 15, 2018 and was assigned to the Audit and Finance and Risk Committees.