Due to the COVID-19 pandemic, Brighthouse will hold its Annual Meeting solely by means of remote communication via the internet (a “ virtual meeting ”). We are sensitive to our stockholders’ health concerns and widespread restrictions on travel and gatherings, and therefore have determined it is not advisable to hold an in-person meeting. All stockholders as of April 13, 2020 (the “ Record Date ”) will be able to vote and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see “ Attending the Annual Meeting ” in the accompanying Proxy Statement.

Proposal 1: Election of eight (8) Directors to serve a one-year term ending at the 2021 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 2020;

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

Proposal 4: Approval of the amendment of the Brighthouse Financial, Inc. Employee Stock Purchase Plan; and

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

Proposal

Board Recommendation

Page

1.  Election of eight (8) Directors to serve a one-year term ending at the 2021 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 2020

FOR

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

FOR

4.  Approval of the amendment of the Brighthouse Financial, Inc. Employee Stock Purchase Plan

FOR

Who We Are

Brighthouse is an established U.S. retail franchise and one of the largest providers of annuities and life insurance in the United States. Brighthouse became an independent, publicly traded company in August 2017, following our separation (the “ Separation ”) from MetLife, Inc. (“ MetLife ”), and the listing of our common stock on The Nasdaq Stock Market LLC (“ Nasdaq ”).

Our Purpose

Our Strategy

We believe our focused strategy will generate long-term stockholder value. Our strategy consists of the following core elements, which are fully aligned with our risk appetite and our approach to managing our business:

•  Offering a tailored set of annuity and life insurance solutions that are simpler, more transparent and provide value to our distribution partners and the clients they serve. We aim to continue to shift our business mix profile over time, with the addition of more cash flow-generating and less capital-intensive new business, along with the runoff of less profitable business.

•  Selling our products through a diverse, well-established network of distribution partners, and continuing to build strategic relationships and entering new channels as we expand our distribution footprint in the United States.

•  Becoming a cost-competitive manufacturer over time by adopting an operating model that reduces our run-rate expenses.

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

our talent management strategy;

our future state technology platform;

our investment strategy and operating model;

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

•  Normalized Statutory Earnings – approximately $1.87 billion, exceeding our 2019 target. Generating normalized statutory earnings remains a focus of our financial management strategy. Normalized statutory earnings is used by management to measure our insurance companies’ generation of statutory distributable cash flows (or distributable earnings) and is reflective of whether our hedging program functions as intended.

•  Capital Return – we repurchased approximately $442 million of our Shares in 2019 and are on track to return our target of $1.5 billion of capital to stockholders by the end of 2021.

•  Total Adjusted Capital – we ended the year with approximately $9.7 billion of statutory total adjusted capital, up $2.3 billion compared with 2018, and with a combined Risk-Based Capital (“ RBC ”) ratio of 552% for 2019. RBC is a method of measuring an insurance company’s capital, taking into consideration its relative size and risk profile, in order to ensure compliance with minimum regulatory capital requirements set by the National Association of Insurance Commissioners (“ NAIC ”).

•  Prudent Financial Management – we revised our variable annuity (“ VA ”) hedging program in late 2019, fundamentally lowering Brighthouse’s risk profile and preserving our projected distributable earnings across different capital market scenarios. In 2019, we also added to our already significant protection against low interest rates. These prudent actions, among others, have provided Brighthouse with a strong balance sheet and financial position that we believe will help us manage through a challenging environment.

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

Sales

•  Annuity Sales – approximately $7.28 billion, exceeding our 2019 target, and a significant increase over our target at Separation of annual annuity sales in excess of $4 billion by 2020.

•  Life Insurance Sales – introduced Brighthouse SmartCare ^® , our first new life insurance product launch as an independent, public company, exceeding our 2019 sales target.

•  Brand Awareness – achieved 76% awareness of our brand with financial professionals as of the end of 2019, a three-fold increase since the first quarter of 2017.

Expenses

•  Corporate Expenses – approximately $998 million, above our 2019 target of $985 million. We continue to project $150 million of corporate expense reduction on a run-rate basis by year-end 2020, and an additional $25 million of corporate expense reduction in 2021.

Awards and Recognition

In 2019, we became a member of the Fortune 500 ^TM , which lists the top 500 U.S. companies by total revenue.

Name

Age

Principal Professional Experience

Independent

Committee

Memberships

Irene Chang Britt

Director since 2017

57

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

Yes

•  Compensation and Human Capital

•  Investment

•  Nominating and Corporate Governance (Chair)

Chuck Chaplin

Chairman of the Board Director since 2017

63

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

Yes

•  Audit

•  Executive

•  Finance and Risk (Chair)

Eileen Mallesch

Director since 2018

64

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

Yes

•  Compensation and Human Capital

•  Investment

•  Nominating and Corporate Governance

Meg McCarthy

Director since 2018

Executive Vice President, Technology Integration of Operations and Technology, CVS Health Corporation (Retired)

Yes

•  Audit

•  Finance and Risk

Diane Offereins

Director since 2017

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

Yes

•  Compensation and Human Capital (Chair)

•  Finance and Risk

•  Nominating and Corporate Governance

Pat Shouvlin

Director since 2017

Partner, PricewaterhouseCoopers LLP (Retired)

Yes

•  Audit (Chair)

•  Executive

•  Investment

Eric Steigerwalt

Director since 2016

President and Chief Executive Officer, Brighthouse

No

•  Executive (Chair)

Paul Wetzel

Director since 2017

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

Yes

•  Compensation and Human Capital

•  Finance and Risk

•  Nominating and Corporate Governance

Bill Wallace ⁽¹⁾

Director since 2017

72

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

Yes

•  Audit

•  Investment (Chair)

In accordance with our mandatory retirement age policy, Bill Wallace will retire from the Board and will not stand for reelection at the Annual Meeting.

Chairman of the Board (the “ Chairman ”);

Chair of the Compensation and Human Capital Committee;

Chair of the Finance and Risk Committee; and

Chair of the Nominating and Corporate Governance Committee.

Awards and Recognition

•  Nominated for National Association of Corporate Directors NXT ^TM recognition for exemplary board leadership practices that promote greater diversity and inclusion.

•  Recognized by the Women’s Forum of New York at the 2019 Breakfast of Corporate Champions for our Board’s gender diversity.

Board and Committee Oversight

The Board recognizes that the incorporation of sustainability considerations into our strategy requires commitment by the entire Company and has delegated to its Committees the responsibility to assist it in overseeing aspects of Brighthouse’s sustainability-related practices.

•  Nominating and Corporate Governance Committee – has broad oversight of Brighthouse’s sustainability program. In 2019, its charter was amended to provide that it will oversee Brighthouse’s activities related to environmental stewardship and corporate social responsibility.

•  Compensation and Human Capital Committee – in 2019, the Compensation Committee’s charter was amended to provide that it will oversee Brighthouse’s human capital matters, including pay equity, diversity and inclusion, leadership development, culture and succession planning for the CEO and other executives. Its name was changed to “Compensation and Human Capital Committee” to reflect these oversight responsibilities.

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

•  Finance and Risk Committee – oversees Brighthouse’s enterprise risk program, including risks associated with its financial management practices.

•  Investment Committee – oversees Brighthouse’s investment portfolio, including our consideration of ESG factors in our asset management program (see “ Sustainable Business Practices ” below).

Our Culture and Values

Our culture is rooted in three core values. We are:

•  Collaborative : We foster an inclusive environment by building trust and respectfully working together.

•  Adaptable : We focus on what matters and evolve as necessary to grow the long-term value of our business while helping employees build fulfilling careers.

•  Passionate : We bring care and thoughtfulness to our work, and consistently strive for high performance in everything we do.

We believe these values help us build an organization where talented people from all backgrounds can make meaningful contributions to our success and grow their careers. Our core values guide how we work together and deliver on our mission.

We bring our values to life with programs and policies that foster and enhance our culture. Examples include:

•  Recognition programs, including an annual Values Award, which recognizes employees who embody our values and make strong contributions to our culture.

•  Talent management and development strategies that focus on regular coaching and feedback, collaboration and inclusivity to foster strong partnerships.

•  Ongoing communications with employees, including on our employee intranet and in regular all-company meetings and Town Halls.

Our Employees

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, financial professionals that sell our products and their clients.

We practice fair labor standards at every level and respect human rights for all. We demonstrate our commitment to ethical practices through mandatory training courses, including courses on preventing harassment in the workplace and 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.

Our Diversity and Inclusion Council includes representatives from across Brighthouse who collaborate to create programs, development opportunities and policies that impact the diverse makeup of the Company and further enhance our inclusive culture.

Brighthouse is an equal opportunity employer committed to attracting, retaining and maximizing the performance of a diverse and inclusive workforce. It is our 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.

Employee Wellbeing

We regularly survey our employees to find opportunities to make Brighthouse an even better place to work. We seek ways to positively impact the health and wellness of our employees and their families, and we offer two comprehensive health plan options that provide our employees choice in meeting their needs.

We also are dedicated to supporting our employees’ wellbeing each and every day – both at work and at home. Our programs are focused on physical, mental and financial wellbeing. To support physical wellbeing, we offer our employees a program that provides information on and encourages healthy eating, fitness and mindfulness, while providing rewards for participation. To support mental wellbeing, we offer employees and their families unlimited access to an employee assistance program that includes resources for stress management and emotional support, among other areas. To support financial wellbeing, we offer all employees a 401(k) savings plan, to which the Company makes matching contributions and an annual non-discretionary contribution, and also offer employees an opportunity to participate in our Employee Stock Purchase Plan. Our employees also have access to a program that offers financial wellness educational resources, as well as voluntary personal financial wellness assessments and coaching.

As part of our commitment to work-life balance, we provide flexible work arrangements, paid parental leave for both birth and non-birth parents, access to a minimum of 18 days of paid time off, as well as paid study time and military leave.

Our Community

The Brighthouse Foundation was established 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 Thompson Child & Family Focus, Habitat for Humanity and the Bechtler Museum of Modern Art.

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 non-profit groups, including Heart Math Tutoring (additional help in math for elementary students), E2D – Eliminate the Digital Divide (providing laptops and technology training to low-income students) and many others.

Our Planet

Brighthouse understands and respects our impact on the environment and recognizes the importance of operating sustainably while delivering on our mission. We do not own any of our office space, but we consider environmental factors in our leasing decisions and incorporate environmentally sound design features into our real estate upfitting whenever possible. For example, 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.

Sustainable Business Practices

ESG considerations play an important role in creating long-term value for our stockholders, employees, distribution partners, and the clients they serve, and we seek to incorporate these factors into our culture and decision-making processes across all our business functions.

Products – Our mission is to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S., we specialize in products designed to help people protect what they’ve earned and ensure it lasts. We aim to manufacture simpler, more transparent products with a focus on addressing the specific financial needs of our customers.

Investments – Brighthouse primarily utilizes an outsourced investment management model, in which we engage external asset management firms to manage the investment of our assets, including those in our general account portfolio. Our selection process for asset management firms incorporates ESG factors among other criteria, including past performance, management experience, and cost and efficiency. We also give consideration to asset management firms who are signatories of the United Nations-supported Principles for Responsible Investment (UN PRI).

Vendor Management – In our procurement and vendor selection process, we seek out environmentally friendly vendors and suppliers and strive to support diverse companies, including U.S. small businesses and women-, veteran-, LGBT+-, minority- and disabled-owned firms.

Awards and Recognition

We are proud that our efforts to promote health and wellness have earned us a Charlotte Business Journal 2019 Healthiest Employers of Greater Charlotte Award.

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

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

aligning executives’ interests with stockholders’ interests: a significant portion of our 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 multi-year, 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 employees with incentives to take excessive risks.

Base Salary

•  Fixed compensation for services during the year.

Short-Term

Incentive

Awards

•  Annual cash award based on Company and individual performance.

•  Performance metrics measure our achievement of three equally weighted strategic drivers:

•  Corporate Expense Target – strategic driver that supports our pursuit of becoming a cost-competitive company over time.

•  Sales – key driver of growth and franchise stability, with annuity sales as the core component and sales of SmartCare ^® , our new hybrid life insurance product, as a payout modifier.

•  Normalized Statutory Earnings – important driver of financial strength that is used by management to measure our insurance companies’ generation of statutory distributable cash flows (sometimes referred to as distributable earnings) and is reflective of whether our hedging program functions as intended.

Long-Term

Incentive

Awards

•  LTI vehicle mix is weighted more towards 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 2019-2021 performance period:

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

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

Pay-for-Performance. A substantial portion of our NEOs’ Target TDC is in the form of variable, at-risk elements that reward our executives only if we achieve performance goals that we believe are linked to stockholder value creation.

Stock Ownership Guidelines. We have established stock ownership and retention guidelines that call for 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 on all aspects of 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.

Age: 57

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 public company board experience.

Career Highlights

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

•  President, Pepperidge Farm Inc. & 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)

Education

•  BA, University of Toronto

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

Other Public Company Directorships

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

•  Tailored Brands, Inc. (2015 – present)

Past Public Company Directorships

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

Other Experience and Service

•  National Association of Corporate Directors (“NACD”) Board Leadership Fellow

Age: 63

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 knowledge of 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

Education

•  BA, Rutgers College

•  Master of City and Regional Planning, Harvard University

Other Public Company Directorships

•  MGIC Investment Corp. (2014 – present)

Past Public Company Directorships

None

Other Experience and Service

•  Rutgers University Foundation

•  Vice Chair of the Board of Overseers

•  Member of the Executive Leadership Council

Age: 64

Director since: 2018

Committees:

•  Compensation and Human Capital

•  Investment

•  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, an accounting and professional services firm (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)

Education

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

Other Public Company Directorships

•  State Auto Financial Corporation (2010 – present)

•  Libbey Inc. (2016 – present)

•  Fifth Third Bancorp (2016 – present)

Past Public Company Directorships

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

Other Experience and Service

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

•  Certified Public Accountant (“CPA”)

•  National Association of Corporate Directors (“NACD”) Governance Fellow

•  Trustee, Columbus College of Art & Design (2011 – present)

Age: 66

Director since: 2018

Committees:

•  Audit

•  Finance and Risk

Margaret M. (“Meg”) McCarthy

Independent Director

Skills and Qualifications

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

Career Highlights

•  CVS Health Corporation, a pharmacy and healthcare company (acquired Aetna Inc. in November 2018) (2018 – 2019)

•  Executive Vice President (2018 – 2019)

•  Aetna Inc., a healthcare benefits company (2003 – 2018)

•  Executive Vice President of Operations and Technology (2010–2018)

•  Other positions included Chief Information Officer and Vice President and Head of Business Solutions Delivery

•  CIGNA Healthcare, a healthcare benefits company (2000 – 2003)

•  Senior Vice President of Information Technology

•  Technology-related roles at Catholic Health Initiatives, a nonprofit health system (1996 – 2000), and Andersen Consulting (Accenture), a professional services company (1980 – 1988)

•  Consulting partner, Ernst & Young, an accounting and professional services firm

Education

•  BA, Philosophy and Social Work, Providence College

•  Master of Public Health (MPH), Hospital Administration, Yale University

Other Public Company Directorships

•  American Electric Power (2019 – present)

•  First American Financial Corporation (2015 – present)

•  Marriott International, Inc. (2019 – present)

Past Public Company Directorships

None

Other Experience and Service

•  Director of vArmour, a privately owned data center and cloud security company (2015 – 2018)

•  Various advisory boards and councils, including the Financial Services Information Sharing and Analysis Center, and MIT Center for Information Systems Research

•  Member, Board of Trustees, Providence College

Age: 62

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. Ms. Offereins also brings valuable experience gained as a senior officer of Discover during its spinoff from Morgan Stanley.

Career Highlights

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

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

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

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

Education

BBA, Loyola University Maryland

Other Public Company Directorships

None

Past Public Company Directorships

•  West Corporation (2015 – 2017)

Other Experience and Service

•  Chair, The Chicago Network

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

Age: 69

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, along with 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)

•  Governance Committee member (2005 – 2011)

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

Education

•  BA, History, Denison University

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

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Certified Public Accountant, retired (“CPA”)

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

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

•  Member of Investment Advisory Committee (2019 – present)

•  Chairman of the Board, Chair of the Governance, Nominations and Remuneration Committee, and member of the Investment Advisory Committee (2015 – 2019)

•  Cunningham Lindsey, a privately owned global claims management outsourcing firm (2013 – 2018)

•  Board Member

•  Audit Committee, Chair

Age: 58

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)

Education

•  BA, Drew University

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Member, Board of Directors, The American Council of Life Insurers (2018 – present)

Age: 60

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

Education

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

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

Other Public Company Directorships

None

Past Public Company Directorships

None

Other Experience and Service

•  Senior Advisor, Rockefeller Capital Management, a financial services firm (2018 – Present)

•  National Association of Corporate Directors (“NACD”) Board Leadership Fellow

Irene

  Chang   Britt

  Chuck  

  Chaplin  

Eileen

  Mallesch  

Meg   McCarthy  

Diane

  Offereins  

Pat

  Shouvlin  

Eric

  Steigerwalt  

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

ISG Principle

Brighthouse Practice

Principle 1:

Boards are accountable to shareholders

•  We have fully declassified our Board as of the Annual Meeting, and all Directors will be elected annually for one-year terms (beginning with this Annual Meeting).

•  Our majority voting policy for Director elections requires Director nominees who do not receive a majority of the votes cast to tender their resignation.

•  The Company has not adopted a shareholder rights plan (“poison pill”).

•  Chairman’s letter to stockholders provides our stockholders with insight into Board strategy and oversight objectives.

Principle 2:

Shareholders should be entitled to voting rights in proportion to their economic interest

•  We have one class of common stock, and all stockholders have one vote per Share.

Principle 3:

Boards should be responsive to shareholders and be proactive in order to understand their perspectives

•  Management and the Chairman invited stockholders owning approximately 62% of our Shares (at that time) to engage with us, meeting with stockholders representing 32% of our Shares (at that time) (see “ Stockholder Engagement ”).

•  Engagement topics included Brighthouse’s strategy, Board composition and refreshment, the Board’s annual evaluation of its governance profile, the executive compensation program, corporate culture and human capital management.

•  The Board considers stockholder feedback as part of its annual review of our governance and executive compensation policies and practices.

Principle 4:

Boards should have a strong, independent leadership structure

•  Our Board is led by an independent Chairman, with robust and clearly defined duties and responsibilities (see “ Board Leadership Structure ”).

•  All Committees (other than the Executive Committee) are chaired by an Independent Director.

•  The Board evaluates and considers the appropriateness of its leadership structure as Brighthouse evolves over time.

ISG Principle

Brighthouse Practice

Principle 5:

Boards should adopt structures and practices that enhance their effectiveness

•  Directors possess a deep and diverse set of skills and experience relevant to oversight of our strategy.

•  Eight of our nine Directors (all except our President and CEO) are independent.

•  Five of our eight Independent Directors are diverse.

•  All Committees have written Charters that set forth robust and clearly defined oversight responsibilities and all (except for the Executive Committee) are composed solely of Independent Directors.

•  Our Board overboarding policy helps ensure that all Directors are able to commit the time necessary to meet their duties and responsibilities (see “ – Building Our Board of Directors – Director Criteria and Nomination Process – Other Directorships ”).

•  Proactive assessment of Director skills, mandatory retirement policy and a commitment to Director refreshment to ensure the Board meets the Company’s evolving oversight needs.

•  The Board and each Committee conduct an annual review of their effectiveness.

•  In 2019, every Director attended 100% of the meetings of the Board and the Committees on which he or she served.

Principle 6:

Boards should develop management incentive structures that are aligned with the long-term strategy of the company

•  Our “Say-on-Pay” proposal received more than 97% stockholder support in 2019.

•  The Compensation and Human Capital Committee annually reviews and approves our incentive program design, goals and objectives for alignment with compensation and business strategies.

•  Our compensation program is rooted in a pay-for-performance philosophy that incentivizes and rewards our management for achievement of performance metrics that are aligned with key strategic goals (see “ Compensation Discussion & Analysis ”).

•  Short-and long-term incentive programs are designed to reward financial and operational performance that supports our strategic objectives.

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’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

Public company board experience

Commitment to Brighthouse values

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 and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), 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 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 from professional search firms and referrals from current Directors, executive officers and stockholders. 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 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. While the Company does not have a formal Board diversity policy, our Corporate Governance Principles place great emphasis on diversity. The Nominating and Corporate Governance Committee and the Board consider diversity when recruiting and nominating directors, and when assessing the effectiveness of the Board. 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 itself to address Brighthouse’s oversight needs as the Company 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. 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. Since 2018, we have added two new Directors.

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 overall assessment process, as well as the topics and areas to be addressed during the assessment. In 2019, 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 on enhancing meeting discussions, 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 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’s business and operations. In 2019, the Board held five meetings and the Committees held a total of 36 meetings. Every Director attended 100% 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 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;

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

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.

•  The Board has a superior gender diversity and skill mix.

•  Skills described in the skills matrix are aligned with oversight of Brighthouse’s strategy.

•  The Board is appropriately focused on recruiting Directors with diversity of thought.

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

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

•  The Board is approaching governance in an appropriate and forward-thinking way.

•  Brighthouse 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.

•  Brighthouse’s robust program proactively builds relationships with stockholders.

•  We have continually expanded and enhanced our engagement program since our establishment. The Board considers stockholder feedback in its regular assessment of our governance and compensation programs, and in its oversight of Brighthouse’s strategy and risks.

•  The Board and Committees exercise appropriate oversight of human capital management and culture.

•  Brighthouse’s corporate responsibility activities are appropriately aligned with its strategy.

•  Brighthouse management and our Board are focused on developing a sustainable strategy for delivering long-term value (see “ Our Sustainability Journey ”).

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, the Chief Operating Officer (“ COO ”), the Chief Financial Officer (“ CFO ”) and the 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 Chief Risk Officer prepares an enterprise risk dashboard that assesses our risk profile and our performance against targets in key risk areas, including credit, market, liquidity, operational, model, information technology and cybersecurity, and third-party risk. The Chief Risk Officer, or his designee, also periodically presents 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 and with respect 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 amended charter, the Compensation and Human Capital Committee has broad oversight regarding the Company’s human capital matters, including pay equity, diversity and inclusion, leadership development, culture, and succession planning. At least annually, the Board discusses human capital issues with our Human Resources organization, including succession planning for certain executive positions, including the CEO, and 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 its strategy.

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 and information technology and cybersecurity risk; regulatory compliance risks; and risks relating to Brighthouse’s public disclosures.

Compensation and Human Capital Committee – broad oversight of human capital management matters, including the design and operation of Brighthouse’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 risk management, including regular review of the Chief Risk Officer’s assessment of Brighthouse’s risk profile, which includes credit risk, market risk, liquidity risk, operational risk and model risk; approval of Brighthouse’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 portfolios, including credit risk, portfolio allocation and diversification risk, and counterparty 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’s governance, related person transaction policy, government relations and the development and implementation of Brighthouse’s codes of conduct.

  Committee

Members in 2019

Description

Audit Committee  ⁽¹⁾

Meetings held in 2019: 10        

Pat Shouvlin (Chair)            

Chuck Chaplin

Meg McCarthy

Bill Wallace

The Audit Committee oversees the Company’s accounting and financial reporting processes; internal controls over financial reporting and disclosure and controls procedures; and the work of internal audit and the independent auditor, including their respective audit plans and results. The Audit Committee also oversees the engagement and continued independence of the Company’s independent auditor, assesses its performance, and approves its compensation. The Audit Committee oversees our legal and regulatory compliance processes and programs, as well as issues relating to the integrity of management and adherence with the Company’s codes of conduct.

  Committee

Members in 2019

Description

Compensation and Human Capital Committee  ⁽²⁾

Meetings held in 2019: 9

Diane Offereins (Chair)

Irene Chang Britt

Eileen Mallesch

Paul Wetzel

The Compensation and Human Capital Committee oversees the Company’s compensation and benefits policies and programs for our executives, including equity and non-equity incentive compensation plans and arrangements, awards under such plans, severance benefits, stock ownership guidelines, and hedging, pledging and clawback policies. The Compensation and Human Capital Committee also oversees human capital matters, including pay equity, diversity and inclusion, leadership development, culture and succession planning for the CEO and other executives.

For additional information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see “ Compensation Discussion and Analysis .”

Executive Committee

Meetings held in 2019: None

Eric Steigerwalt (Chair)

Chuck Chaplin

Pat Shouvlin

The Executive Committee acts on behalf of the entire Board with respect to certain exigent matters between meetings of the Board.

Finance and Risk Committee  ⁽³⁾

Meetings held in 2019: 7

Chuck Chaplin (Chair)

Meg McCarthy

Diane Offereins

Paul Wetzel

The Finance and Risk Committee oversees Brighthouse’s financial plan, policies and strategies (including capital and liquidity management strategies, the capitalization of Brighthouse and its subsidiaries, and our hedging strategy) and measures Brighthouse’s performance against its business and financial plans. The Finance and Risk Committee oversees and approves actions and policies relating to equity and debt issuances, share repurchase programs, dividends, and mergers and acquisitions.

Investment Committee  ⁽³⁾

Meetings held in 2019: 5

Bill Wallace (Chair)

Irene Chang Britt

Eileen Mallesch

Pat Shouvlin

The Investment Committee oversees, on a consolidated basis, the activities and performance of Brighthouse and its subsidiaries’ general accounts and consolidated separate accounts (including our non-variable annuity derivatives activity). The Investment Committee oversees the enterprise investment strategy, including the review and approval of Enterprise Investment Authorities (“ EIAs ”) relating to our general accounts and consolidated separate accounts and the compliance of our investments with our EIAs. The Investment Committee also oversees the implementation and execution of our investments operating model, which includes the oversight of our engagement of external asset managers.

  Committee

Members in 2019

Description

Nominating and Corporate Governance Committee  ⁽³⁾

Meetings held in 2019: 5

Irene Chang Britt (Chair)

Eileen Mallesch

Diane Offereins

Paul Wetzel

The Nominating and Corporate Governance Committee oversees Brighthouse’s corporate governance policies and practices, including the Board and Committees’ structure and composition, recruitment and recommendation of Director nominees, Committee assignments and determinations of Director independence. The Nominating and Corporate Governance Committee develops and oversees the annual self-evaluations for the Board and Committees, as well as the Director orientation process and continuing education programs. The Nominating and Corporate Governance Committee oversees Brighthouse’s ethics and conflict of interest policies, related party transaction policy (coordinating with the Audit Committee where appropriate), our government relations activities, and our activities related to environmental stewardship and corporate social responsibility.

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, 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 Exchange Act, and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

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

  Description

Amount

Form

Chairman

Audit Committee Chair

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

  Name

Fees Earned or    
Paid in Cash ⁽¹⁾     

Stock Awards ⁽²⁾      

Total    

  Irene Chang Britt

$119,995          

$257,495    

  Chuck Chaplin

$237,500          

$219,991          

$457,491    

  Eileen Mallesch

$120,000          

$119,995          

$239,995    

  Meg McCarthy

$120,000          

$119,995          

$239,995    

  Diane Offereins

$137,500          

$119,995          

$257,495    

  Pat Shouvlin

$142,500          

$119,995          

$262,495    

  Bill Wallace

$137,500          

$119,995          

$257,495    

  Paul Wetzel

$120,000          

$119,995          

$239,995    

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 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 in arrears.

Stock Awards . As part of their annual retainers for 2019, each Independent Director was granted an equity award of 3,120 RSUs on June 13, 2019, with an aggregate grant date fair value equal to $119,995. For his service as Chairman, Mr. Chaplin was granted an additional equity award of 2,600 RSUs on June 13, 2019, with an aggregate grant date fair value equal to $99,996. 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.

  Audit Fees ⁽¹⁾

  Audit-Related Fees ⁽²⁾

  Tax Fees ⁽³⁾

  All Other Fees ⁽⁴⁾

  Total