[8-K] Brighthouse Financial, Inc. Reports Material Event
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2025 (August 27, 2025)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
11225 North Community House Road, Charlotte, North Carolina | |||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (980 ) 365-7100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2025, the Board of Directors of Brighthouse Financial, Inc. (the “Company”) appointed Myles J. Lambert as the Company’s Executive Vice President and Chief Operating Officer (“COO”), effective August 30, 2025.
Mr. Lambert, age 50, has served as the Company’s Executive Vice President and Chief Distribution and Marketing Officer since August 2017. In addition to his new responsibilities overseeing the Company’s operations, he will continue to lead the distribution and marketing of the Company’s annuity and life insurance solutions through third-party partners as well as corporate strategy.
Pursuant to an offer letter entered into in connection with his appointment (the “Offer Letter”), Mr. Lambert will receive an annual base salary of $700,000. In addition, he will have a target annual short-term incentive opportunity under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan (the “STI Plan”) of 140% of his annual base salary and a target long-term incentive opportunity under the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “LTI Plan”) of 305% of his annual base salary (consisting of 40% restricted stock units (“RSUs”) and 60% performance share units (“PSUs”)), in each case, subject to the terms of the applicable plan and award agreement (including the award agreement supplement), individual performance and the Company’s achievement of certain specified performance goals. The foregoing description of the Offer Letter is qualified in its entirety by reference to the complete terms and conditions of the Offer Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
In addition, pursuant to a special award letter entered into in connection with his appointment (the “Special Award Letter”), Mr. Lambert will receive a special cash award of $1.0 million payable on July 1, 2027 subject to, among other things, Mr. Lambert’s continued employment with the Company and satisfaction of management’s expectations for his new role through July 1, 2027. In the event Mr. Lambert is involuntarily terminated by the Company without cause on or prior to July 1, 2027, he will remain eligible to receive the special cash award. The foregoing description of the Special Award Letter is qualified in its entirety by reference to the complete terms and conditions of the Special Award Letter, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Furthermore, on August 27, 2025, the Company’s Board of Directors appointed Melissa Pavlovich as the Company’s Chief Accounting Officer (“CAO”), effective August 30, 2025. Ms. Pavlovich succeeded Richard Cook, who served as Interim CAO since November 9, 2024. Effective August 30, 2025, Mr. Cook assumed the role as the Company’s Deputy CAO and ceased serving as Interim CAO.
Since joining the Company in July 2020, Ms. Pavlovich, age 53, has led the Tax department, initially as Tax Director and subsequently as Head of Tax. In addition to her new responsibilities as CAO, she will continue to oversee the Company’s Tax department. Prior to joining the Company, Ms. Pavlovich was Head of Tax Planning and Business Support at CVS Health Corporation. She joined CVS Health Corporation in connection with its 2018 acquisition of Aetna Inc., where she held several tax-related roles from 2003 through 2018, including Vice President, Tax. Before joining Aetna Inc., Ms. Pavlovich held roles at Ernst & Young LLP and Arthur Andersen LLP.
Pursuant to an offer letter entered into in connection with her appointment, Ms. Pavlovich will receive an annual base salary of $425,000. In addition, she will have a target annual short-term incentive opportunity under the STI Plan of 60% of her annual base salary and a target long-term incentive opportunity under the LTI Plan valued at $219,500 (consisting of 40% RSUs and 60% PSUs), in each case, subject to the terms of the applicable plan and
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award agreement (including the award agreement supplement), individual performance and the Company’s achievement of certain specified performance goals.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
10.1* | Offer Letter, effective as of August 30, 2025, between Brighthouse Services, LLC and Myles Lambert. | ||||
10.2* | Special Award Letter, effective as of August 30, 2025, between Brighthouse Services, LLC and Myles Lambert. | ||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIGHTHOUSE FINANCIAL, INC. | |||||||||||
| By: | /s/ Jacob M. Jenkelowitz | ||||||||||
| Name: | Jacob M. Jenkelowitz | ||||||||||
| Title: | Corporate Secretary | ||||||||||
Date: September 2, 2025
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Brighthouse Finl Inc