Proposal 1: Election of nine (9) Directors to serve a one-year term ending at the 2023 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 2022;

Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers; 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/BHF2022.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 8, 2022, at 8:00 a.m., Eastern Time

The accompanying Proxy Statement, our 2021 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 2023 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 2022

FOR

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

FOR

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

the impact of the COVID-19 pandemic on our business;

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

our sustainability program, including integration of Environmental, Social, and Governance (“ESG”) factors into our strategy;

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

our future state operations and technology platform;

our investment strategy, including the launch of our institutional spread margin business;

our financial and risk profile in various market scenarios; and

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

Financial and Capital Strength

Prudent Financial Management – we continue to manage the Company using a multiyear, multiscenario framework to evaluate capital, liquidity, and subsidiary dividend plans.

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 2021, we had a normalized statutory loss⁽¹⁾ of $264 million, as strong core performance in the variable annuity (“VA”) business was more than offset by weaker results in non-VA business.

Capital Return – we repurchased approximately $499 million of our common stock in 2021, representing approximately 12% of Shares outstanding relative to year-end 2020. We also achieved our target of returning $1.5 billion to our stockholders by year-end 2021, and reduced Shares outstanding by 35% relative to the time we became an independent, public company in 2017.

Capital Management – we ended 2021 with holding company liquid assets of $1.6 billion. We continued to optimize statutory capital to further strengthen our balance sheet. During 2021, we opportunistically extended debt maturities and added permanent equity capital to our balance sheet. We have no debt maturities until 2027.

Statutory Capital – we ended 2021 with $9.5 billion of combined statutory total adjusted capital (an increase of approximately $900 million from year-end 2020) and with a combined Risk-Based Capital (“RBC”) ratio of approximately 500% (above our target of 400-450% in normal market conditions). RBC 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.

Institutional Spread Margin Business – we launched our institutional spread margin business, which we expect will enhance and diversify our earnings profile over time.

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

Products and Sales

Annuity Sales – we achieved annuity sales of approximately $9.15 billion, exceeding our 2021 target and an increase of approximately 1% over 2020.

Life Insurance Sales – our life insurance sales were approximately $111 million, exceeding our 2021 target and an increase of approximately 98% over 2020.

Expanded Distribution – we expanded our distribution network, including by adding new distribution partners to our existing channels and entering into new channels, such as the SIMON marketplace and the brokerage general agency (“BGA”) distribution channel. We also continued to enhance the way we support financial professionals and the clients they serve.

Product Enhancements – we rolled out enhancements to our Brighthouse Shield^® Level Annuities and Brighthouse SmartCare^® products.

Expenses

Corporate Expenses – our run-rate corporate expenses were $890 million. While 2021 expenses were higher than target, we achieved almost 90% of our run-rate expense reduction target relative to our first year post-Separation while simultaneously making strategic investments to launch our institutional spread margin business and to fund future growth. Some of these investments allowed us to provide better support to our distributors and their financial professionals, as well as our policyholders and contract holders.

Technology

Future State Platform – we made significant progress, including a major platform conversion, in our multiyear effort to implement our future state operations and technology platform, which is foundational to our ability to grow our sales in the future.

(1)  We use the term “normalized statutory loss” throughout this Proxy Statement to refer to negative normalized statutory earnings.

Name

Irene Chang Britt

Director since 2017

•  Asian

•  Brand and Marketing

•  Corporate Governance

•  Public Company Board Experience

•  Human Capital/Compensation

•  Compensation and Human Capital

•  Investment

•  Nominating and Corporate Governance (Chair)

Chuck Chaplin

Chairman of the Board

Director since 2017

•  Black/
African
American

•  Executive Leadership

•  Financial Expertise

•  Insurance Industry

•  Risk Management

•  Audit

•  Executive

•  Finance and Risk (Chair)

Steve Hooley

Director since 2020

•  White/
Caucasian

•  Executive Leadership

•  Information Technology and Cybersecurity

•  Financial Services Industry

•  Public Company Board Experience

•  Audit

•  Investment

Carol Juel

Director since 2021

•  White/
Caucasian

•  Information Technology and Cybersecurity

•  Financial Services Industry

•  Risk Management

•  Legal/Regulatory

•  Audit

•  Finance and Risk

Name

Eileen Mallesch

Director since 2018

•  White/
Caucasian

•  Financial Expertise

•  Insurance Industry

•  Public Company Board Experience

•  Investments

•  Compensation and Human Capital

•  Investment (Chair)

•  Nominating and Corporate Governance

Diane Offereins

Director since 2017

•  White/
Caucasian

•  Information Technology/Cybersecurity

•  Financial Services Industry

•  Human Capital/Compensation

•  Legal/Regulatory

•  Compensation and Human Capital (Chair)

•  Finance and Risk

•  Nominating and Corporate Governance

Pat Shouvlin

Director since 2017

•  White/
Caucasian

•  Accounting and Auditing

•  Insurance Industry

•  Investments

•  Risk Management

•  Audit (Chair)

•  Executive

•  Investment

Eric Steigerwalt

Director since 2016

•  White/
Caucasian

•  Deep knowledge of Brighthouse Financial’s business

•  Insurance Industry

•  Leadership

•  Corporate Strategy

•  Finance and Investments

•  Executive (Chair)

Paul Wetzel

Director since 2017

•  White/
Caucasian

•  Financial Services Industry

•  Corporate Strategy

•  Investment Banking

•  Legal/Regulatory

•  Compensation and Human Capital

•  Finance and Risk

•  Nominating and Corporate Governance

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

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.

Proxy Summary

Compensation and Human Capital Committee – oversees Brighthouse Financial’s human capital matters, including pay equity, DE&I, 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: the majority of executive compensation is in the form of variable elements based on individual performance 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

Proxy Summary

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 2021 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 franchise stability.

•  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.

•  DE&I 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%) – measures both expense management and sales growth, two of our key strategic drivers.

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

Proxy Summary

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 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 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 (“SBCG”) 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.

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Age: 59

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 her 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

•  Transformational CPG Acquisition Corp., a blank check company (2021 – present)

•  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, (“NACD”) Board Leadership Fellow

•  Peloton Capital Management, Limited Partner and member of the Advisory Board

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

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

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

Education

•  BA, University of Toronto

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

Proposal 1 – Election of Directors

Age: 65

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, Vice Chair, Board of Directors

•  Executive Leadership Council, Member

Education

•  BA, Rutgers College

•  Master of City and Regional Planning, Harvard University

Proposal 1 – Election of Directors

Age: 59

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, 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, Mechanical Engineering, Worcester Polytechnic Institute, USA

Proposal 1 – Election of Directors

Age: 49

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 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, Member, Board of Directors

Education

•  BA, College of the Holy Cross

Proposal 1 – Election of Directors

Age: 66

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 (“CPA”)

•  American Institute of Certified Public Accounts (“AICPA”), Member

Education

•  BS, Accounting, City University of New York (CUNY)

Proposal 1 – Election of Directors

Age: 64

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 financial services industry experience and her information technology and cybersecurity expertise.

Career Highlights

•  Discover Financial Services, a direct banking and payment services company (1998 –present)

•  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

None

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

Proposal 1 – Election of Directors

Age: 71

Director since: 2017

Committees:

•  Audit (Chair)

•  Executive

•  Investment

Patrick J. (“Pat”) Shouvlin

Independent Director

Skills and Qualifications

Mr. Shouvlin is qualified to serve on our Board on the basis of his extensive accounting and auditing experience, as well as his knowledge of the insurance industry.

Career Highlights

•  PricewaterhouseCoopers LLP (“PwC”), an accounting and professional services firm (1977 – 2012)

•  Global Engagement Partner for large, global insurance and financial services companies

•  U.S. Board of Partners, Finance Committee Chair (2005 – 2011)

•  Member of Governance Committee (2005 – 2011)

•  U.S. Insurance Group leader (1996 – 2003)

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Certified Public Accountant (“CPA”), retired

•  American Institute of Certified Public Accountants (“AICPA”), Member

•  L&F Holdings Limited and L&F Indemnity Limited (PwC’s global captive reinsurance companies) (2015 – present)

•  Member, Investment Advisory Committee (2019 – present)

•  Chairman, Board of Directors; Chair, Governance, Nominations and Remuneration Committee; and Member, Investment Advisory Committee (2015 – 2019)

•  Cunningham Lindsey, Member, Board of Directors and Chair, Audit Committee (2013 – 2018)

Education

•  BA, History, Denison University

•  MBA, Accounting and Finance, Wharton School of the University of Pennsylvania

Proposal 1 – Election of Directors

Age: 60

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 – 2021)

•  Member, Board of Directors

•  Member, Consumer and Tax Steering Committees

•  Wells Fargo Championship, Member, Board of Directors (2017 – present)

Education

•  BA, Drew University

Proposal 1 – Election of Directors

Age: 62

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 (“NACD”), 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 strategies. 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 literacy; 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 and compensation; legal and regulatory expertise; commitment to Brighthouse Financial’s values; and diversity, including gender and racial or ethnic diversity.

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, 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. 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, 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 Diversity – The Board believes a diverse board is better able to effectively oversee the Company’s management and strategy and better 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. We believe the current composition of the Board reflects those efforts and the importance of diversity to the Board.

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. We added two new Directors in 2018, one new Director in 2020, and one new Director in 2021. In accordance with our mandatory retirement policy, one Director retired from the Board as of the 2020 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 2021, 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; the Board’s performance in the COVID-19 pandemic; 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.

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 2021, the Board held six meetings and the Committees held a total of 35 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 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 and with our Chairman.

•  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 has made meaningful progress on its sustainability journey, including substantive disclosures in important areas.

•  Brighthouse Financial should continue to enhance its sustainability program and enhance disclosures in areas that are most significant to the Company and in line with stakeholder expectations, particularly in the areas of human capital management, DE&I, and climate risk.

•  We have enhanced our disclosures relating to human capital management, DE&I, and climate risk in our 2021 Annual Report and on our Corporate Responsibility website located at www.brighthousefinancial.com/about-us/corporate-responsibility.

•  Our inaugural corporate sustainability report, which we plan to publish by the third quarter of 2022, will include more comprehensive information about our sustainability program and will be aligned with SASB and TCFD frameworks (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.

•  Our Directors do not appear to have excessive commitments that may impact their ability to focus on Brighthouse Financial.

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

•  We actively monitor our Directors’ commitments to ensure they can exercise appropriate oversight of the Company.

•  Brighthouse Financial has a reasonable and balanced governance profile, given its position as a recently independent, public company.

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

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

•  See also “2021 Vote Results and Our Response” below.

•  Brighthouse Financial should continue to conduct virtual annual stockholder meetings in a way that ensures stockholders’ ability to participate fully.

•  At our Annual Meeting, we will continue our practices that protect stockholders’ ability to participate (see “The Annual Meeting, Voting and Other Information – Attending the Annual Meeting”).

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 also continues to be actively engaged with respect to these risks. The Audit Committee and the Board regularly meet with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) to review our information technology and cybersecurity risk profile and to discuss our activities to manage those risks. Our CTO has overall responsibility for our information technology program, which includes the cybersecurity program. Our CISO is directly 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 procedures that are designed to enable us to effectively identify, evaluate, and respond to events that have the potential to negatively impact our operations. In addition, our Chief Compliance Officer regularly reports to

the Audit Committee and the Board regarding the Company’s compliance with applicable regulations relating to information technology and cybersecurity.

Human Capital Management – the Board recognizes the importance of maintaining a highly skilled and engaged workforce, guided by a strong corporate culture and set of values. As described in its charter, the Compensation and Human Capital Committee has broad oversight of the Company’s human capital matters, including DE&I, pay equity, leadership development, culture, and succession planning. At least annually, the Board discusses human capital issues with our Human Resources organization, including succession planning for the CEO and certain executive positions, and key human capital metrics. The Board and Committees discuss with management its activities to attract, motivate, and retain high-performing employees. The Board and Committees also assess employee engagement, turnover, and workloads to help ensure that the Company has adequate resources to execute its strategy.

Climate Risk – the Board recognizes that climate risk could pose a systemic risk to the financial system and could have direct and indirect impacts on our Company. In addition to the Finance and Risk Committee’s oversight of climate risk, the Investment Committee oversees climate risk related to our investment portfolio.

Audit Committee – risks relating to financial statements, financial systems, financial reporting processes, internal control over financial reporting, compliance, and auditing; operational risks, including third-party risk management, cybersecurity, and information technology risk; legal risk; regulatory compliance risk; and risks relating to Brighthouse Financial’s public disclosures.

Compensation and Human Capital Committee – broad oversight of human capital management matters, including the design and operation of Brighthouse Financial’s compensation arrangements to confirm that incentive compensation does not encourage unnecessary risk taking, as well as the relationship between risk management policies and practices, corporate strategy, and the compensation of senior executives.

Finance and Risk Committee – broad oversight of capital and risk management, including regular review of the CRO’s report on Brighthouse Financial’s risk profile, which includes macro risk, credit risk, market risk, liquidity risk, operational risk, model risk, information technology and cybersecurity risk, third-party risk, and emerging risks; climate risk; approval of Brighthouse Financial’s risk appetite statement; and coordination with the Compensation and Human Capital Committee Chair to oversee compensation-related risk matters.

Investment Committee – risks associated with our investment portfolio, including credit risk, portfolio allocation and diversification risk, counterparty risk, and ESG and climate risk, as well as risks associated with our investments operating model and the selection and monitoring of our external asset managers.

Nominating and Corporate Governance Committee – risks relating to Brighthouse Financial’s governance, our sustainability program (including environmental stewardship and corporate social responsibility), related person transaction policy, government relations, and the development and implementation of Brighthouse Financial’s codes of conduct.

Board and Corporate Governance Practices — Information About Our Board Committees

Committee

Audit Committee ⁽¹⁾

Meetings held

in 2021: 10        

Pat Shouvlin (Chair)            

Chuck Chaplin

Steve Hooley

Carol Juel ⁽⁴⁾

Compensation and Human Capital Committee ⁽²⁾

Meetings held

in 2021: 7

Diane Offereins (Chair)

Irene Chang Britt

Eileen Mallesch

Paul Wetzel

Executive Committee

Meetings held

in 2021: None

Eric Steigerwalt (Chair)

Chuck Chaplin

Pat Shouvlin

Finance and Risk Committee ⁽³⁾

Meetings held

in 2021: 7

Chuck Chaplin (Chair)

Carol Juel ⁽⁴⁾

Diane Offereins

Paul Wetzel

Investment Committee ⁽³⁾

Meetings held

in 2021: 5

Eileen Mallesch (Chair)

Irene Chang Britt

Steve Hooley

Pat Shouvlin

Nominating and Corporate Governance Committee ⁽³⁾

Meetings held

in 2021: 6

Irene Chang Britt (Chair)

Eileen Mallesch

Diane Offereins

Paul Wetzel

Board and Corporate Governance Practices — Director Compensation

All Audit Committee members are independent under applicable SEC and Nasdaq rules and are “financially literate.” The Board has determined that Pat Shouvlin, the Committee’s Chair, and Chuck Chaplin each qualifies as an “audit committee financial expert” under applicable SEC rules.

All Compensation and Human Capital Committee members are independent under applicable SEC and Nasdaq rules and are “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All Finance and Risk Committee, Investment Committee, and Nominating and Corporate Governance Committee members are independent under applicable SEC and Nasdaq rules.

Carol Juel was elected to the Board on November 1, 2021, and assigned to the Audit Committee and the Finance and Risk Committee.

Description

Amount

Form

Amount

Form

 Pay for Board Service

 Annual retainer

 Additional Pay for Service as Chairman or Committee Chair

 Chairman of the Board

 Audit Committee Chair

 Other Committee Chairs (Compensation and Human Capital; Nominating and  Corporate Governance; Finance and Risk; Investment)

Board and Corporate Governance Practices — 2021 Director Compensation Table

Name

Fees Earned or     
Paid in Cash ⁽¹⁾     

Stock Awards ⁽²⁾     

Total    

Irene Chang Britt

$139,750     

$164,989     

$304,739    

Chuck Chaplin

$239,750     

$264,986     

$504,736    

Steve Hooley

$120,000     

$164,989     

$284,989    

Carol Juel

$  30,000     

$  96,248     

$126,248    

Eileen Mallesch

$139,750     

$164,989     

$304,739    

Meg McCarthy ⁽³⁾

$  60,000     

$           0     

$  60,000    

Diane Offereins

$139,750     

$164,989     

$304,739    

Pat Shouvlin

$148,750     

$164,989     

$313,739    

Paul Wetzel

$120,000     

$164,989     

$284,989    

Fees Earned or Paid in Cash. Each non-management Director is entitled to receive an annual cash retainer of $120,000, or a prorated amount for a shorter period of service. We provide additional retainers to the Chairman 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, unless deferred. Following Ms. Juel’s election to the Board on November 1, 2021, she received a prorated portion of the annual cash retainer.

Stock Awards. As part of their annual retainers for 2021, each non-management Director (other than Ms. Juel) was granted an equity award of 3,615 RSUs on June 10, 2021, with an aggregate grant date fair value equal to $164,989. Following Ms. Juel’s election to the Board on November 1, 2021, she received a prorated portion of the annual equity award of 1,791 RSUs, with an aggregate grant date fair value equal to $96,248. For his service as Chairman, Mr. Chaplin was granted an additional equity award of 2,191 RSUs on June 10, 2021, with an aggregate grant date fair value equal to $99,997. The Directors’ awards will vest on the earlier of the one-year anniversary of the grant date or the date of the next annual meeting of stockholders. 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. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of Share awards, see Note 10 of the Notes to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). As of December 31, 2021, the Directors listed in the above table held the following number of outstanding, unvested RSUs: Britt (3,615); Chaplin (5,806); Hooley (3,615); Juel (1,791); Mallesch (3,615); Offereins (3,615); Shouvlin (3,615); and Wetzel (3,615).

Ms. McCarthy served as a Director until June 10, 2021.

Proposal 2 – Ratification of the appointment of independent registered public accounting firm