Finance and Risk Committee
CHAIR
Edward J. Kelly, III
MEMBERS
Gerald L. Hassell
David L. Herzog
William E. Kennard
Catherine R. Kinney
Diana L. McKenzie
Number of meetings
in 2021: 6 | | | The Finance and Risk Committee:
• oversees the Company’s financial policies and strategies;
• in consultation with the Compensation Committee, oversees the appointment, retention, and performance of the Chief Risk Officer;
• reviews the Company’s key financial, risk, and business metrics;
• reviews and monitors all aspects of the Company’s capital plan, actions, and policies (including the guiding principles used to evaluate all proposed capital actions), targets, and structure (including the monitoring of capital adequacy and of compliance with the Company’s capital plan);
• reviews proposals and reports concerning and, within the scope of the authority delegated to it by the Board of Directors, makes recommendations to the Board regarding, or provides approvals of, certain capital actions (including the issuance, sale or repurchase of, or dividends on, the Company’s equity securities), strategic actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles, and applicable law;
• in coordination with the Audit Committee, reviews policies, practices, and procedures regarding risk assessment and management;
• reviews reports from the Chief Risk Officer and management of the steps taken to measure, monitor, and manage risk exposures in the enterprise (consulting with advisors and other Board committees as appropriate); and
• reviews benchmarks and target metrics related to financial and risk topics and monitors performance against these benchmarks and targets. The Finance and Risk Committee met five times in 2019. For further discussion of the Finance and Risk Committee’s responsibilities for oversight of risk management, see “Risk Management Oversight” in Information about the Board of Directors.
Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee:
assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
develops and recommends to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
ensures there is an adequate process for the Board to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and Chief Actuary;
oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
oversees the Company’s policies concerning its corporate citizenship programs, including the Company's activities related to sustainability, environmental stewardship, and corporate responsibility.
Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors on the Board’s and its Committees’ performance, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. The Committee reports these results to the full Board for discussion, and the Board also considers topics recommended by Directors for future Board and Committee meetings. In addition, the Board conducts biennial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director.
The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. Under its charter, the Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. Mr. Kandarian participated in Board consideration and approval of Dr. Hubbard’s independent Chairman retainer fee. None of the Company’s Executive Officers had any other role in determining or recommending the amount or form of non-employee Director compensation for 2019. The Board engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2019. For more information on Director Compensation, see Director Compensation.The Governance and Corporate Responsibility Committee also oversees the management and mitigation of risks related to failure to comply with required or appropriate corporate governance standards.
The Governance and Corporate Responsibility Committee Charter provides a more detailed description of the role and responsibilities of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee met six times in 2019.
Director Nomination. In 2019, the Governance and Corporate Responsibility Committee led the recruitment of Mark A. Weinberger to the Board.
Investment Committee. The Investment Committee oversees the management of the Company’s investment activities and, on a consolidated basis, of the Company and all of its direct and indirect subsidiaries. In performing its oversight responsibilities, the Committee reviews reports from the investment officers on (i) the investment activities and performance of the investment portfolios of MetLife and its subsidiaries; and (ii) the conformity of investment activities with the Investment Committee’s general authorizations and investment guidelines. The Investment Committee, in coordination with the Finance and Risk Committee, also oversees the management and mitigation of risks associated with the Company’s investment portfolios and of the consolidated enterprise. The Investment Committee met five times in 2019.
TABLE OF CONTENTS | Governance and Corporate Responsibility Committee
CHAIR
Denise M. Morrison
MEMBERS
Cheryl W. Grisé
Carlos M. Gutierrez
R. Glenn Hubbard
Mark A. Weinberger
Number of meetings
in 2021: 5 | | | | | 38 | |
The Governance and Corporate Responsibility Committee:
• assists the Board in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
• proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
• develops and recommends to the Board for adoption corporate governance guidelines applicable to the Company;
• ensures adequate Board processes to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and the Chief Actuary;
• oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
• oversees the Company’s corporate citizenship programs and policies, including the Company's activities related to sustainability, environmental stewardship, human rights, corporate social responsibility, and diversity and inclusion.
| | | | | | | Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors about the performance of Contentsthe Board and its Committees, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. The Committee reports these results to the full Board, and the Board also considers topics recommended by Directors for future Board and Committee meetings. In addition, the Board conducts biennial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director. | | | |  | | 2020 Proxy Statement | | The Governance and Corporate Responsibility Committee monitors developments in corporate governance and makes recommendations to the Board. | | | | In 2021, the Governance and Corporate Responsibility Committee retained a search firm to assist with the recruitment of Carla A. Harris to the Board. |
Investment Committee
CHAIR
William E. Kennard
MEMBERS
Carlos M. Gutierrez
Gerald L. Hassell
R. Glenn Hubbard
Denise M. Morrison
Number of meetings
in 2021: 5 | | | The Investment Committee:
• oversees the management of the Company’s investment activities;
• reviews management reports on the Company’s investment activities and performance and on the conformity of those activities to authorizations and guidelines; and
• in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the Company’s investment portfolio. |
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TABLE OF CONTENTS Procedures for Reviewing Related Person Transactions The Company has established a written policy and procedures for the review, approval, or ratification of related person transactions. A related person transaction includes certain financial transactions, arrangements, or relationships in which the Company is or is proposed to be a participant and the amount involved exceeds $120,000, and in which a Director, Director nominee, or Executive Officer of the Company, beneficial owner of more than 5% of any class of Company voting securities or any of their immediate family members has or will have a material interest. Related person transactions may include: Legal, investment banking, consulting, or management services provided to the Company by a related person or an entity with which the related person is affiliated; Sales, purchases, and leases of real or personal property between the Company and a related person or an entity with which the related person is affiliated; Material investmentsInvestments by the Company in an entity with which a related person is affiliated;affiliated or by such entity in the Company, except where the related person has no material interest;
Contributions by the Company to a civic or charitable organization for which a related person serves as an executive officer;Executive Officer; and Indebtedness or guarantees of indebtedness involving the Company and a related person or an entity with which the related person is affiliated. Under the procedures, Directors, Director nominees, and Executive Officers, and more than 5% beneficial owners of the Company are required to report related person transactions in writing to the Company.Chair of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee reviews, approves, or ratifies related person transactions involving Directors, Director nominees, and the CEO or any of their immediate family members.transactions. A vote of a majority of disinterested Directors of the Governance and Corporate Responsibility Committee is required to approve or ratify a transaction. The CEO reviews, approves, or ratifies related person transactions involving Executive Officers of the Company (other than the CEO) or any of their immediate family members. The CEO may refer any such transaction to the Governance and Corporate Responsibility Committee for review, approval, or ratification if he believes that such referral would be appropriate. The Governance and Corporate Responsibility Committee or the CEO will approve a related person transaction if it determines the transaction is fair and reasonable to the Company and consistent with the best interests of the Company, taking into account factors including: the business purpose of the transaction and the potential benefits to the Company; the materiality of the transaction to the Company; whether the transaction is entered into on an arm’s-length basis onwas proposed and considered in accordance with the Company’s ordinary business practices, and whether its terms are fair to the Company, at arm’s length and at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; any required public disclosure; any impact on Director independence; whether the transaction is consistent with applicable codes of conduct of the Company.Company; and any other information that would be material to investors. If a transaction is not approved or ratified, itthe matter may be referred to legal counsel for review and consultation regarding possible further action, by the Company. Such action may includeincluding terminating the transaction if not yet entered into or, if it is an existing transaction, rescinding the transaction or modifying it in a manner that would allow it to be ratified or approved in accordance with the procedures. Related Person Transactions The Company has no requiredrelated person transactions requiring disclosure under Regulation S-K item 404(b).
Codes of Conduct Financial Management Code of Business Ethics.Ethics. The Company has adopted the MetLife Financial Management Code of Business Ethics, a “code of ethics” as defined under the rules of the SEC that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and all professionals in finance and finance-related departments. A current, printable version of the Financial Management Code of Business Ethics is available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct by selecting the appropriate link under the heading “Reports.” Directors’ Code of Business Conduct and Ethics and Code of ConductBusiness Ethics for Employees. The Company has adopted the Directors’ Code of Business Conduct and Ethics, which is applicable to all members of the Company’s Board of Directors including the Chief Executive Officer, and the Code of Conduct,Business Ethics, which applies to all employees, including the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. Current, printable versions of the Directors’ Code of Business Ethics and the Code of ConductBusiness Ethics for MetLife employees are available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct by selecting the appropriate link under the heading “Reports.” Director Share Ownership RequirementsRequirement MetLife expectsrequires each Non-Management Director to achieve Share ownership of at least five times the cash component of the annual retainer by December 31 of the year in which the fifth anniversary of election to the Board occurs. As of January 2, 2020,3, 2022, each Non-Management Director who had served beyond the fifth anniversary of election to the Board had met these requirements.this requirement.
TABLE OF CONTENTS | | | | | | 39 | | | 2022 Proxy Statement
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Director Indemnity Plan The Company’s By-Laws provide for the Company to indemnify, and advance expenses to, a person who is threatened with litigation or made a party to a legal proceeding because of the person’s service as a Director of the Company.Company, if the Director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In addition, the Company’s Director Indemnity Plan affirms that a Director’s rights to this indemnification and expense advancement are contract rights. The indemnity plan also provides for expenses to be advanced to former Directors on the same basis as they are advanced to current Directors. Any amendment or repeal of the rights provided under the indemnity plan would be prospective only and would not affect a Director’s rights with respect to events that have already occurred.
Hedging and Pledging Prohibited The Company prohibits Directors and employees, including Executive Group members,Officers, from engaging in short sales, hedging, trading in put and call options, and other transactions involving speculation with respect to the Company’s securities, whether paid to them as compensation or otherwise. The Company’s policy also prohibits Directors and employees, including Executive Group members,Officers, from pledging any MetLife securities, i.e., creating any form of pledge, security interest, deposit, or lien, or holding of securities in a margin account, or any other arrangement that entitles a third party to foreclose against or sell the securities. These policies are intended to prevent a misalignment of interests with Company shareholders or the appearance of such a misalignment.
TABLE OF CONTENTS
Sustainability at MetLife Governance and Oversight Monitoring and managing environmental, social and governance (ESG) issues, including those involving diversity, equity and inclusion (DEI), are fully integrated into all parts of MetLife’s Sustainability group is led byoperations and management. Recognizing the Chief Sustainability Officer, who periodically reportsincreased importance of ESG matters to both MetLife’s business and stakeholders, the Board in 2021 enhanced its framework for oversight of ESG strategy and execution to ensure that MetLife’s sustainability efforts are coordinated across all parts of the enterprise. The Board oversees the assessment and management of various ESG matters, including ESG risks, risk associated with the enterprise investment portfolio, and policies concerning climate change. MetLife’s management provides regular updates to the Governancefull Board and Corporate Responsibility Committee.its committees on various ESG matters, including diversity and inclusion, climate action, philanthropy, responsible investments, and regular updates on cybersecurity and privacy. The Sustainability group hasoversight of certain ESG matters falls within the responsibilities relating to, among other things:of various Board committees. ESG performance is reflected in aspects of executive officer performance assessments, which impacts their Total Compensation. MetLife’s annual corporate responsibility report;
MetLife’s index of disclosures aligned to the Global Reporting Initiative requirements, a widely-adopted and established framework for corporate sustainability reporting; andBOARD OF DIRECTORS MetLife Foundation, the primary mission of which is to build financial health for underserved people and communities.
• Oversees the Company’s assessment and management of material risk, including environmental risk, and reviews policies, practices and procedures regarding risk assessment and management | | | • Investment activities
• Investment portfolio risk management | | | • Corporate governance
• Compliance responsibilities and activities
• Sustainability/ESG strategy
• Board diversity | | | • Disclosures, controls and procedures
• Legal and regulatory compliance related to financial reporting
• Ethics and business conduct
• Information security and related controls | | | • Avoiding incentives to take excessive or inappropriate risk
• Human capital and talent strategy |
MetLife’s Sustainability Strategy MetLife is committed to promoting a more secure future for individuals, families, and communities around the world. The Company demonstrates its commitment to operating responsibly through the security MetLife provides customers, the claims MetLife pays during times of need, its activities and investments in the communities that the Company serves, and MetLife’s long-term investments in the broader economy. Sustainability is about managing business and responsibly delivering long-term value for all stakeholders. For MetLife, sustainability is about achievingdeploying the full strength of its people, products, services, and investments to create long-term value for all of its stakeholders and drive progress, while serving as a positive societal impact while improvinggreater force for good in the long-termworld. MetLife’s comprehensive sustainability ofstrategy highlights the Company. In 2019, MetLife built out its newly-created sustainability function and developed a comprehensiveCompany’s strategic approach to environmental,monitoring and managing ESG issues. As MetLife adapts to meet the needs of a rapidly changing world, it has recently flexed its business strategy to strengthen its commitment to address critical challenges such as climate change, gender and racial inequity, and disadvantaged communities. MetLife’s sustainability strategy is closely aligned with the seventeen United Nations Sustainable Development Goals (U.N. SDGs). MetLife supports all 17 U.N. SDGs, however it prioritizes five U.N SDGs: good health and well-being, gender equality, decent work and economic growth, reduced inequalities, and climate action, as reflected in our overall strategy. TABLE OF CONTENTS In addition to oversight by the Board and its committees, MetLife has a robust management-level risk oversight structure. MetLife’s leaders prioritize sustainability and it is part of their annual performance objectives through a shared sustainability goal for MetLife’s executive leadership team. In addition, all employees are responsible for living MetLife’s purpose and driving progress towards MetLife’s sustainability commitments. MetLife’s risk and control framework operates under a “Three Lines of Defense” model where each employee is responsible for risk management. ESG risks, including climate risks are within the purview of multiple senior management committees, as they underpin all aspects of risk management at the Company. In 2021, MetLife deepened its DEI commitment and accountability to its employees with a new Global Diversity, Equity and Inclusion Leadership Council led by MetLife’s President and CEO. The Council leaders are charged with driving and executing DEI strategy across businesses, functions, and regions, providing strategic guidance and insight to improve performance, and promoting and championing DEI internally and externally. Additionally, in 2022, MetLife launched a global Climate Advisory Council to enhance its governance of climate risk. The Council includes MetLife’s Chief Risk Officer, who serves as Chair of the Council, Chief Financial Officer, Chief Investment Officer, General Counsel and Head of Legal Affairs, Head of Corporate Affairs, Chief Auditor, Head of Investor Relations, and other executive-level and management-level staff. To date the Council has addressed topics including climate regulation, climate risk modeling, and climate risk analysis of the U.S. energy portfolio. MetLife’s Sustainability function is part of MetLife’s Corporate Affairs, and is dedicated to ESG strategy, management and reporting. MetLife’s Sustainability efforts are led by the Chief Sustainability Officer and overseen by MetLife’s Executive Vice President, Head of Corporate Affairs, who reports directly to the CEO. The Chief Sustainability Officer works across the company to establish, implement and help coordinate sustainability-related strategies and goals. The Sustainability function has responsibilities relating to, among other things: MetLife’s sustainability strategy, target-setting activities, commitments, policies and key performance indicators; and Sustainability reporting, including MetLife’s annual sustainability report and disclosures aligned to reporting frameworks. TABLE OF CONTENTS 2021 Awards, Recognitions and Achievements MetLife is proud of the external awards and recognition it received in 2021, some of which are listed below: • Named to Dow Jones Sustainability Index (North America), for the sixth consecutive year
• Joined the UN Global Compact’s Target Gender Equality Initiative, a gender-equality accelerator program for companies that have signed on to the UN Global Compact
• Joined the Human Rights Campaign’s Business Coalition for the Equality Act and signed the Business Statement on Anti-LGBTQ State Legislation
• Named to Fortune Magazine’s list of the “World’s Most Admired Companies” | | | • Named to Seramount’s list of the “2021 Top Companies for Executive Women,” MetLife’s 14th time being recognized
• Included on the Bloomberg
Gender- Equality Index, for the seventh consecutive year
• Named to Seramount’s list of the “2021+ Best Companies for Multicultural Women,” in recognition of its success in promoting workplace inclusion for multicultural women
• Achieved 100% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ-inclusive workplace policies and practices, for the 18th consecutive year
• Named to Seramount's 2021 Inclusion Index | | | • Received U.S. Environmental Protection Agency’s 2021 ENERGY STAR Partner of the Year- Sustained Excellence Award, for being recognized the third consecutive year
• Received 5-star ratings from the Global Real Estate Sustainability Benchmark for two of MIM’s real estate partnership funds |
TABLE OF CONTENTS | | | • Provided more than a quarter billion dollars of relief to help people around the world cope with the impacts of COVID-19—through premium credits and contributions from MetLife and MetLife Foundation
• Expanded the 360Health app to serve Bangladesh (in addition to Australia, China, and Korea), which provides free doctor consultation, specialist doctor appointments, online medicine ordering, health assessments, and more
• Expanded the BeWell program which supports the physical, mental and emotional well-being of MetLife’s employees | | | | • Women comprise 38% of MetLife’s Board of Directors
• Joined the UN Global Compact’s Target Gender Equality Initiative, a gender-equality accelerator program for companies that have signed on to the UN Global Compact
• Committed to expanding opportunities for women and girls through MetLife Foundation partnerships that support financial health programs, careers in technology, and entrepreneurship | | | | • MetLife general account totals nearly half a trillion dollars and provides a vital source of patient capital for long-term economic growth and job creation
• Raised minimum wage to $20 per hour for all U.S. employees
• Launched MyPath, a global platform to foster internal talent mobility and career opportunities
• Since its founding in 1976, MetLife Foundation has contributed over $900 million to strengthen communities, with its financial health work reaching 17.3 million low- and moderate-income individuals in 42 markets | | | | • Joined the Human Rights Campaign’s Business Coalition for the Equality Act and signed the Business Statement on Anti-LGBTQ State Legislation
• Established a comprehensive suite of public-facing long-term DEI goals for 2030
• $5 million granted by MetLife Foundation to advance racial equity in the U.S. since June 2020 (as of April 2022) | | | | • Achieved Carbon Neutrality for the sixth consecutive year
• MetLife Foundation donated approximately $1 million worth of grants in 2021 as part of our climate goal to contribute $10 million by 2030
• Originated approximately $4 billion of new MIM-managed green investments in 2020, against our 2030 goal of $20 billion
• Planted more than 200,000 trees around the world since 2020 |
TABLE OF CONTENTS Goals and Commitments As a purpose-driven company, MetLife must continuously expand and adapt to meet the needs of a changing world. Over the last few years, MetLife has refined its ESG goals and commitments to look further ahead to 2030 and to focus on the areas that it can make the greatest impact and sustain our environment for generations to come. MetLife is continuing its efforts to make a long-term impact by contributing to social and governance (ESG) issues. These priorities were determined basedenvironmental benefits and encouraging change that will build a more sustainable future. MetLife’s 2030 Climate Goals In 2020, MetLife announced its 2030 climate goals—11 goals that aim to reduce the environmental impact of MetLife’s global operations and supply chain, while leveraging its investments, products, and services to help protect communities and drive innovative solutions. Over the course of the next decade, MetLife will continue to make progress towards these goals for a meaningful impact on inputthe sustainability of its business, workforce, communities, and the environment. In 2021, MetLife made continued progress toward achieving each of these 2030 goals, including planting more than 200,000 trees and MetLife Foundation granting approximately $1 million to environmental causes. A complete update will be included in MetLife’s 2021 Sustainability Report (which will be available later this year at www.metlife.com/sustainability). This report, or any other information from institutionalthe MetLife website, is not part of or incorporated by reference into this Proxy Statement. TABLE OF CONTENTS 2030 DEI Commitments Furthering MetLife’s commitment to having a diverse workforce and promoting an inclusive and equitable culture, MetLife recently announced, in March 2022, seven comprehensive DEI goals to achieve by 2030, which align directly with MetLife’s purpose. Each commitment is anchored to MetLife’s business strategy and informed by the U.N. SDGs. The commitments are designed to address the needs of the underserved and underrepresented through MetLife’s investments, products and services, supply chain, volunteering and community efforts. The financial components of these DEI commitments will total more than $2.5 billion by 2030. Measuring MetLife’s progress and maintaining accountability is central to these commitments. MetLife will track its performance and share it with its employees, shareholders and other external stakeholders research into leading practices, benchmarking of peer companies,in MetLife’s annual Sustainability Report, starting in 2023. MetLife’s latest diversity, equity, and feedback from employees and businessinclusion information is available at: www.metlife.com/about-us/global-diversity-equity-inclusion/. leaders at MetLife, among others. The result is a strategic focus that enhances the value propositions for stakeholders, supports the Company’s corporate purpose statement, enhances the MetLife brand, and supports its businesses. MetLife’s sustainability efforts emphasize its role as:
A responsible investor, managing a long-term, value-creating portfolio, and embedding ESG principles in its decision-making;
A market leader in insurance45
TABLE OF CONTENTS Human Capital Management MetLife strives to build a purpose-driven and inclusive culture where our employees are energized to make a difference. The success of MetLife’s business is dependent on the accomplishments and well-being of its employees. As a financial services providing specialized products, services,company, MetLife relies significantly on its global workforce, leveraging a wide variety of professional, scientific, management, business, and solutions tailoredother skills and expertise, to create value for all of its stakeholders. To continue strengthening and cultivating a diverse workforce that can thrive now and, in the specific needs of each market to provide financial health, protection,future, we focus on the following: Talent Attraction and Retention | | | MetLife strives to attract and retain a talented, motivated and diverse workforce to execute its business objectives, delivering excellence for all of its stakeholders. | Health and Safety | | | MetLife places the highest value on protecting its employees' health and safety. MetLife encourages its employees to prioritize health and emphasizes the importance of overall well-being.
For example, in response to the COVID-19 pandemic, MetLife provided its employees with resources for working from home, managing dispersed teams and for parents and caregivers. MetLife also recently launched a global platform known as BeWell, providing resources to help employees with resilience and coping, staying balanced, maintaining physical and financial well-being, and building healthy relationships. | Diversity, Equity and Inclusion | | | MetLife aspires to cultivate an inclusive culture where its diversity of talent positions MetLife to meet the needs of its employees, customers, shareholders, and the global communities it serves. | Talent and Skill Development | | | MetLife’s success as a company begins with its employees. MetLife aims to create a culture of continuous learning through a variety of opportunities for professional development, building a future forward workforce to deliver on its strategic goals | Compensation and Benefits | | | MetLife recognizes the importance of providing market-aligned compensation opportunities and comprehensive, cost-effective benefits to attract, retain, engage, and motivate talented employees. |
Additional information regarding human capital management can be found in MetLife’s Annual Report on Form 10-K for the year ended December 31, 2021, and opportunity; in MetLife’s annual Sustainability Report accessible at www.metlife.com/sustainability.A preferred employer, committed to diversity and inclusion, gender equality, and employee wellbeing;
A responsible steward of the environment, dedicated to reductions in waste, energy use, and GHG emissions, and an increase in Renewable Sources of Energy; and
A force for good through philanthropy and volunteerism, contributing millions of dollars and more than 100,000 hours of employee time to building and supporting communities.
MetLife is committed to operating responsibly and promoting transparency. Each year, the Company publishes a Global Impact Report, its annual Corporate ResponsibilitySustainability Report. The report is prepared consistent with the standards of the Global Reporting Initiative, a nonprofit organization that establishes standards for SASB, TCFD, and the U.N. Global Compact, and demonstrates how the Company’s actions support the U.N. SDGs. Learn More about ESG Matters at MetLife Please visit www.metlife.com/sustainability reporting. Toto learn more about MetLife’s sustainability efforts and viewto access MetLife’s annual Sustainability Report. This report, or any other information from the report, visit www.metlife.com/corporate-responsibility. Renewable SourcesMetLife website, is not a part of Energy encompass solar, wind, hydropower, biomass, geothermal resources, and hydrogen derived from renewable resources.or incorporated by reference into this Proxy Statement.
TABLE OF CONTENTS Cybersecurity and Privacy The Board of Directors oversees MetLife’s information security program that institutes and maintains controls for the systems, applications, and databases of the Company and of its third-party providers. MetLife’s Chief Information Security Officer (CISO) manages the program, with collaboration across the Company’s businesses and functions. The CISO and the head of Global Technology & Operations present updates to the Audit Committee quarterly and, as necessary, to the full Board. They also promptly inform and update the Board about any information security incidents that may pose significant risk to the Company. Designed to protect the confidentiality, integrity and availability of all data MetLife owns or possesses, the program includes controls and procedures for monitoring, reporting, managing, and remediating cyber threats. It is a risk-based approach program built on the cybersecurity framework developed by the U.S. National Institute of Standards and Technology. Among the key features of the program are: a cybersecurity incident response team under the CISO’s direction, which is responsible for establishing and maintaining awareness of threats, vulnerabilities, and incidents an incident response plan that is jointly owned by the CISO and the Privacy Office and tested through cross-functional annual exercises in all geographical regions of the Company, many of which include participation from senior executives and the Board information security policies and procedures that are reviewed at least annually and updated to reflect changes in law, technology, practice and emerging threats network and application testing and surveillance periodic review of threats, vulnerabilities and other cybersecurity risks, internal and external risk mitigation strategies, including annual internal and third-party risk assessments, as well as cybersecurity and privacy liability insurance that would defray the costs of an information security breach multiple employee training programs on information security, data security, and cybersecurity practices and protection of data against cyber threats, at least annually a cross-functional approach to addressing cybersecurity risk, with participation from Global Technology & Operations, Risk, Compliance, Legal, Privacy and Internal Audit functions. TABLE OF CONTENTS | | | | | | 41 | | | 2022 Proxy Statement
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Director Compensation in 2019 (1)2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) (2) | | | All Other Compensation ($) | | | Total ($) | | | | | | | | | | | | | | | | | | | | Cheryl W. Grisé (3) | | | 175,096 |
| | | 150,035 |
| | | 1,717 |
| | | 326,848 |
| | | | Carlos M. Gutierrez | | | 150,000 |
| | | 150,035 |
| | | 1,717 |
| | | 301,752 |
| | | | Gerald L. Hassell | | | 150,000 |
| | | 150,035 |
| | | 1,717 |
| | | 301,752 |
| | | | David L. Herzog (3) | | | 190,000 |
| | | 150,035 |
| | | 1,717 |
| | | 341,752 |
| | | | R. Glenn Hubbard, Ph.D. (4) | | | 275,000 |
| | | 238,525 |
| | | 6,717 |
| | | 520,242 |
| | | | Edward J. Kelly, III (3) | | | 185,000 |
| | | 150,035 |
| | | 1,717 |
| | | 336,752 |
| | | | William E. Kennard (3) | | | 175,000 |
| | | 150,035 |
| | | 1,717 |
| | | 326,752 |
| | | | James M. Kilts (3) | | | 179,423 |
| | | 150,035 |
| | | 6,717 |
| | | 336,175 |
| | | | Catherine R. Kinney | | | 150,000 |
| | | 150,035 |
| | | 6,717 |
| | | 306,752 |
| | | | Diana L. McKenzie | | | 150,000 |
| | | 150,035 |
| | | 1,717 |
| | | 301,752 |
| | | | Denise M. Morrison (3) | | | 150,481 |
| | | 150,035 |
| | | 1,717 |
| | | 302,233 |
| | | | Mark A. Weinberger (5) | | | 48,626 |
| | | 48,679 |
| | | 793 |
| | | 98,098 |
| | | | | | | | | | | | | | | | | |
Cheryl W. Grisé (3) | | | 180,000 | | | 150,096 | | | 1,729 | | | 331,825 | Carlos M. Gutierrez | | | 150,000 | | | 150,096 | | | 1,729 | | | 301,825 | Gerald L. Hassell | | | 150,000 | | | 150,096 | | | 1,729 | | | 301,825 | David L. Herzog (3) | | | 190,000 | | | 150,096 | | | 1,729 | | | 341,825 | R. Glenn Hubbard, Ph.D. (3) | | | 275,000 | | | 275,138 | | | 1,729 | | | 551,867 | Edward J. Kelly, III (3) | | | 185,000 | | | 150,096 | | | 1,729 | | | 336,825 | William E. Kennard (3) | | | 175,000 | | | 150,096 | | | 6,729 | | | 331,825 | Catherine R. Kinney | | | 150,000 | | | 150,096 | | | 6,729 | | | 306,825 | Diana L. McKenzie | | | 150,000 | | | 150,096 | | | 1,729 | | | 301,825 | Denise M. Morrison (3) | | | 175,000 | | | 150,096 | | | 1,729 | | | 326,825 | Mark A. Weinberger | | | 150,000 | | | 150,096 | | | 1,729 | | | 301,825 |
| | 1
| The Directors included in this table, and the discussion pertaining to it, are limited to those who served asthe Non-Management Directors during 2019. Mr. Kandarian and2021. Mr. Khalaf werewas compensated as employeesan employee for 2019,2021 and received no compensation for theirhis service as membersa member of the Board of Directors. For information about compensation for Mr. Kandarian and Mr. Khalaf for 2019,2021, see the Summary Compensation Table and the accompanying discussion. |
2
| | 2 | The reported dollar amounts are the grant date fair value of such ShareStock awards as computed for financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718)(ASC 718). The grant date fair value is the number of Shares granted multiplied by the NYSE closing price of a Share on the grant date: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Grant Date Fair Value
($) | | | | | | | | | | | | | | Grant Date | | R. Glenn Hubbard, Ph.D. | | Mark A. Weinberger | | Each Other Non-Management Director | | | | January 2, 2019 | | 37,503 |
| | 0 |
| | 37,503 |
| | | | April 1, 2019 | | 37,511 |
| | 0 |
| | 37,511 |
| | | | May 1, 2019 | | 25,963 |
| | 0 |
| | 0 |
| | | | June 18, 2019 | | 68,779 |
| | 0 |
| | 37,507 |
| | | | August 21, 2019 | | 0 |
| | 11,165 |
| | 0 |
| | | | October 1, 2019 | | 68,769 |
| | 37,514 |
| | 37,514 |
| | | | | | | | | | | |
January 4, 2021 | | | 68,751 | | | 37,509 | April 1, 2021 | | | 68,807 | | | 37,514 | June 15, 2021 | | | 68,808 | | | 37,561 | October 1, 2021 | | | 68,772 | | | 37,512 |
| | 3 | During 2019,2021, Mr. Herzog served as Audit Committee Chair, Ms. Grisé served as Compensation Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, and Mr. Kennard served as the Investment Committee Chair. Ms. GriséMorrison served as Governance and Corporate Responsibility Committee Chair, from January until December 2019, and Mr. KiltsKennard served as the Compensation Committee Chair from January until December 2019. In December 2019, Ms. Morrison became the Governance and Corporate ResponsibilityInvestment Committee Chair, and Ms. Grisé becameDr. Hubbard served as independent Chairman of the Compensation Committee Chair.Board. Each received additional net cash retainer fees, prorated by period as applicable, as described under “Fees Earned or Paid in Cash and Stock Awards.” |
TABLE OF CONTENTS | | 4 | Dr. Hubbard served as independent Lead Director from January until April 2019 and was paid a prorated portion of the annual Lead Director cash retainer fee of $50,000. In May 2019, Dr. Hubbard became the independent Chairman of the Board upon Steven A. Kandarian’s retirement. | | | | 2022 Proxy Statement
|
| | 5 | Mr. Weinberger joined the Board of Directors in August 2019. |
Fees Earned or Paid in Cash and Stock Awards The Company payspaid each active Non-Management Director a retainer at an annual rate of $300,000 in four installments. The Company also payspaid the independent ChairChairman of the Board an additional retainer at an annual rate of $250,000 in four installments. One-half of each installment is payable in cash. The other half is payable in Shares. The grant date fair value of the Share award was slightly higher than one-half of the total because the Company rounded up to a whole number of Shares payable to the Director. In addition, the Company payspaid cash retainer fees (unchanged from 2018)2020) to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments: Committee | | | | | | | | | | | | Committee | |
Retainer for
Committee Chair
($) | Audit Committee | | | 40,000 | | | | | | | Audit Committee | | 40,000 |
| | | Finance and Risk Committee | | 35,000 |
| 35,000 | | Compensation Committee | | 30,000 |
| 30,000 | | Governance and Corporate Responsibility Committee | | 25,000 |
| 25,000 | | Investment Committee | | 25,000 |
| | | | | | 25,000 |
The Governance Committee is responsible for reviewing the compensation and benefits of the Company’s Non-Management Directors and recommending any changes to the Board. During 2019,2021, Meridian provided the BoardGovernance Committee with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. Meridian’s analysis was based on the same Comparator Group that the Compensation Committee used to review the competitiveness of MetLife’s Total Compensation framework for Executive Officers, as described in the Compensation Discussion and Analysis. The MetLife, Inc. 2015 Non-Management Director Stock Compensation Plan (2015 Director Stock Plan), which was approved by the Company’s shareholders in 2014, authorizes the Company to issue Shares in payment of Director retainer fees. Share awards granted to the Non-Management Directors as part of their annual retainer vest and become deliverable immediately upon their grant. As a result, no Share awards were outstanding for any of the Non-Management Directors as of December 31, 2019.2021. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2019.2021. Some Non-Management Directors have chosen to defer the receipt of all or part of their retainer fees under the MetLife Non-Management Director Deferred Compensation Plan. Each directorDirector chooses in advance to receive deferrals either at a later specified date the director specifies or when ceasing to serve as a Director. MetLife credits any Deferred Shares with imputed reinvested dividends at times and rates it pays dividends on Shares. All Other Compensation The Non-Management Directors’ 20192021 benefits, gift programs, and reportable perquisites and other personal benefits are included under “All Other Compensation” in the Director Compensation table. Life Insurance Programs.Insurance. MetLife paid $1,584 in premiums for each Non-Management Director who served the entirety of 2019.2021. This provided each with $200,000 of group life insurance coverage during 2019. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Weinberger (a cost of $660), who served as a Director for a portion of 2019.2021. Business Travel Insurance Program.Insurance. MetLife provided each Non-Management Director with business travel accident insurance coverage for travel on MetLife business. MetLife’s per Director pre-tax cost for this coverage in 20192021 was $133.$145. Charitable and Matching Gifts Programs.Gifts. The MetLife Foundation provides up to $5,000 annually to match contributions by an employee or director to colleges and universities. In 2019,2021, the MetLife Foundation matched a maximum contributionscontribution made by each of Dr. Hubbard, Mr. Kilts, and Ms. Kinney. Mr. Kennard made a maximum contribution in 2021 to be matched by MetLife in 2022. Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 20192021 were less than $10,000, and as a result are not reported.
TABLE OF CONTENTS
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR | | | | | | | | | The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal
year ending December 31, 2020.2022.
|
The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent registered public accounting firm and independent auditor for the fiscal year ending December 31, 2020.2022. Deloitte’s long-term knowledge of MetLife and the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out audits of the Company’s consolidated financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders. The appointment of Deloitte by the Audit Committee is being presented to the shareholders for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider its decision and may continue to retain Deloitte. If the shareholders ratify the appointment, the Audit Committee continues to have the authority to and may change such appointment at any time during the year. The Audit Committee will make its determination regarding such retention or change in light of the best interests of MetLife and its shareholders. In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee reviewedengages in an annual assessment of the firm’s qualifications, competenciesindependent registered public accounting firm to conclude whether the retention of the firm is in the best interests of the company and performance, including the following factors:its shareholders. This assessment considered a number of factors, including: Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB; Deloitte’s independence and its processes for monitoring and maintaining its independence; Deloitte’s report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review; the global reachprofessional qualifications and experience of the Deloitte network of member firms and its alignment with MetLife’s worldwide business activities; the key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;
Deloitte’s depth of understanding of MetLife’s global businesses, accounting policies and practices and internal control over financial reporting;Deloitte’s global footprint and its alignment with MetLife’s worldwide business activities; Deloitte’s performance during its engagement for the fiscal year ended December 31, 2019 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;2021; the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards; Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office; and Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.auditing; and the appropriateness of Deloitte’s fees for audit and non-audit services. Deloitte has served as independent auditor of the Company since 1999, and as auditor of affiliates of the Company since at least 1968, but the specific year of its commencement of service to affiliates has not been determined.1968. Under current legal requirements, the lead or concurring audit partner for the Company may not serve in that role for more than five consecutive fiscal years, and the Audit Committee ensures the regular rotation of the audit engagement team partners as required by law. The Chair of the Audit Committee, together with other members of the Audit Committee and management of MetLife, Inc., is actively involved in the selection process for the lead and concurring partners. Representatives of Deloitte will attend the Annual Meeting. They will have an opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions. The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2022. TABLE OF CONTENTS Independent Auditor’s Fees for 2021 and 2020 The Audit Committee approves Deloitte’s audit and non-audit services in advance as required under Sarbanes-Oxley and SEC rules. Before the commencement of each fiscal year, the Audit Committee appoints the independent auditor to perform pre-approved audit services and pre-approved audit related, tax and other permitted non-audit services that the Company expects to be performed for the fiscal year. The Audit Committee or a designated member of the Audit Committee to whom authority has been delegated may, from time to time, pre-approve additional audit and non-audit services to be performed by the Company’s independent auditor. Any pre-approval of services between Audit Committee meetings must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee is responsible for approving fees for the audit and for any audit-related, tax or other permitted non-audit services. If the audit, audit-related, tax, and other permitted non-audit fees for a particular period or service exceed the amounts previously approved, the Audit Committee determines whether or not to approve the additional fees. Representatives The Audit Committee requests management and Deloitte to continually strive to optimize value through greater audit efficiency and effectiveness, without impacting quality. They review the services provided against a broad spectrum of Deloitte will attend the Annual Meeting. They will have an opportunity to make a statement if they desire to do so,cost, speed and they will be available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2020.
Independent Auditor’s Fees for 2019 and 2018quality benchmarks.
The following table presents fees for professional services rendered by Deloitte for the audit of the annual consolidated financial statements of MetLife, Inc. and its subsidiaries and affiliates, audit-related services, tax services, and all other services for the years ended December 31, 20192021 and 2018.2020. All fees shown in the table were related to services that were approved by the Audit Committee. The fees that the Company incurs for audit, audit-related, tax, and other professional services reflect the complexity and scope of the Company’s operations, including: operations of the Company’s subsidiaries and branches in multiple, global jurisdictions (approximately 40 markets in 2019)2021); the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions; the operating health, insurance, and reinsurance companies’ responsibility for preparing audited consolidated financial statements; and the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant. The Audit Committee has advised the Board of Directors that, in its opinion, the non-audit services rendered by Deloitte during the most recent fiscal year are compatible with Deloitte’s maintaining its independence. Non-audit services, as a percentage of the total amount paid, was 14% and 6% for 2019 and 2018, respectively. | | | | | | | | | | | | | | | | | | | | | | (in millions) | | 2019 ($) | | 2018 ($) | | | | | | | | | | | | Audit Fees (1) | | | 63.4 |
| | | 63.1 |
| | | | Audit-Related Fees (2) | | | 8.3 |
| | | 17.6 |
| | | | Tax Fees (3) | | | 3.1 |
| | | 3.3 |
| | | | All Other Fees (4) | | | 8.4 |
| | | 1.9 |
| | | | | | | | | | | |
Audit Fees (1) | | | 59.4 | | | 62.7 | Audit-Related Fees (2) | | | 7.0 | | | 8.4 | Tax Fees (3) | | | 3.2 | | | 4.5 | All Other Fees (4) | | | 4.5 | | | 4.4 |
| | 1
| Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. In 2019, Deloitte issued approximately 280The trend of the audit reports.fees from 2020 to 2021 reflects a decrease driven by management’s business simplification efforts and streamlined legal entity reporting combined with the impact of divestitures. |
| | 2
| Fees for assurance and related services, that are traditionally performedincluding System and Organization Control (SOC) audit reports, as mandated by the Company’s independent auditor, such as audit and related servicesStatement on Standards for employee benefit plan audits, due diligence related to mergers, acquisitions and divestitures, accounting consultations and audits in connection with proposed or consummated acquisitions and divestitures, control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. The decrease in audit-related fees is attributable to work related to actuarial modeling performed in 2018, which was not performed in 2019.Attestation Engagements No. 18 (SSAE 18). |
| | 3
| Fees for tax compliance, consultation, and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of advisory services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers, acquisitions and divestitures, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. The 2020 tax fees include $3.1 million related to multi-year engagements completed in 2020, of which $1.0 million and $1.0 million related to services rendered in 2019 and 2018, respectively. Tax compliance and tax preparation fees totaled $1.0$2.2 million and $2.0$3.5 million in 20192021 and 2018,2020, respectively. Tax advisory fees totaled $2.1 million and $1.3$1.0 million in 2019each of 2021 and 2018, respectively.2020. |
| | 4
| Fees for other types of permitted services including employee benefit advisory services, risk and other consulting, services, financial advisory services and valuationactuarial services. The increase in other fees is primarily attributable to advisory services related to the Company’s enhancement of its embedded value process. |
TABLE OF CONTENTS | | | | | | 46 | | | 2022 Proxy Statement
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Audit Committee Report This report (this Report) is submitted by the Audit Committee of the Board of Directors of MetLife, Inc. (MetLife or the Company). No portion of this Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this Reportor a portion of it by reference. In addition, this Reportshall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act. The Audit Committee currently consists of six independent Directors. The Board of Directors whohas determined that all Audit Committee members satisfy the independence standards of the Securities and Exchange Commission (SEC) and the New York Stock Exchange. Exchange (NYSE). The Board of Directors has also determined that all six Audit Committee members are financially literate in accordance with NYSE listing requirements, and that three qualify as “audit committee financial experts” as defined by SEC rules. The Audit Committee appointed by the Board of Directors, overseesthe Company’s accounting and financial reporting processes and the audits of its consolidated financial statements, the adequacy of the Company’s internal control over financial reporting, and the integrity of the Company’s consolidated financial statements. The Audit Committee also oversees the qualifications and independence of the Company’s independent auditor, the appointment, retention, performance and compensation of the Company’s independent auditor and the performance of the internal audit function, as well as the Company’s compliance with legal and regulatory requirements. that apply to matters within the scope of the Audit Committee’s responsibilities. More information on the Audit Committee and its qualifications and responsibilities is included elsewhere in the proxy statement and in the Audit Committee Charter on the Company’s website at www.metlife.com/about-us/corporate-governance. Management is responsible for the preparation of MetLife’s consolidated financial statements and the reporting process. Management is also responsible for designing internal control over financial reporting, and for the annual assessment, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of internal control over financial reporting. Deloitte & Touche LLP (Deloitte), as MetLife’s independent auditor, is responsible for auditing MetLife’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB).
Deloitte has discussed with the Audit Committee the matters required to be discussed by the independent auditor with the Audit Committee under the rules adopted by the PCAOB and under Rule 2-07 of Regulation S-X promulgated by the SEC. Deloitte has also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence from MetLife. During 2019, management updated its internal control documentation for changes in internal control and tested and evaluated MetLife’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. In doing so, management utilized the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee has discussed with and received regular status reports from management, MetLife’s Chief Auditor and Deloitte on the overall scope and plans for their audits of MetLife, including their scope and plans for evaluating the effectiveness of internal control over financial reporting. The Audit Committee meets with the Company’s Chief Auditor and Deloitte, with and without management present, to discuss the results of their respective audits, in addition to private meetings with the Chief Financial Officer, Chief Risk Officer, and General Counsel.
The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 20192021 Annual Report on Form 10-K (the 20192021 Form 10-K), which has been filed with the SEC. The Audit Committee also reviewed Deloitte’s report regarding its audit of the effectiveness of the Company’s internal control over financial reporting, in which Deloitte expressed an unqualified opinion on the Company’s internal control over financial reporting as of December 31, 2019.2021. The Audit Committee reviewed and discussed with management, and with Deloitte, MetLife’s audited consolidated financial statements for the year ended December 31, 20192021 and Deloitte’s Report of Independent Registered Public Accounting Firm dated February 21, 202017, 2022 regarding the 20192021 audited consolidated financial statements included in the 20192021 Form 10-K. The Deloitte report states that MetLife’s 20192021 audited consolidated financial statements present fairly, in all material respects, the consolidated financial position of MetLife and its subsidiaries as of December 31, 20192021 and 2018,2020, and the
results of their operations and cash flows for each of the three years in the period ended December 31, 20192021 in conformity with accounting principles generally accepted in the United TABLE OF CONTENTS States of America. In reliance upon the reviews and discussions with management and Deloitte described in this Report, and the Board of Directors’ receipt of the Deloitte report, the Audit Committee recommended to the Board that MetLife’s 20192021 audited consolidated financial statements be included in the 20192021 Form 10-K. Respectfully, David L. Herzog, Chair
Cheryl W. Grisé
Edward J. Kelly, III
Catherine R. Kinney
Diana L. McKenzie
Mark A. Weinberger TABLE OF CONTENTS
PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | | | | | | | | | | The Board of Directors recommends that you vote FOR this proposal: “RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
|
In accordance with Section 14A of the Exchange Act, this proposal will give shareholders the opportunity to approve, or not approve, the Company’s executive compensation programs and policies,program, and the resulting compensation for the individuals listed in the Summary Compensation Table(the (the Named Executive Officers)Officers), as described in this Proxy Statement. The Compensation Discussion and Analysis summarizes our executive compensation program. The Compensation Committee and Board’s actions aligned each Named Executive Officer’s pay with individual and Company performance for 2019.2021. The Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements, including those for the Executive Officers. Because the vote is advisory, the result will not be binding on the Compensation Committee and it will not affect, limit, or augment any existing compensation or awards. The Board has approved an annual frequency for shareholder votes to approve executive compensation. As a result, the Company currently expects to hold the next such vote at the Company’s 20212023 Annual Meeting. The Compensation Committee and Board of Directors believe that the Company’s compensation programs and policies, and the compensation of the Named Executive Officers, promote the Company’s business objectives with appropriate compensation delivered in appropriate forms. See the Compensation Discussion and Analysis. Accordingly,the Board of Directors recommends that you vote FOR this proposal.
TABLE OF CONTENTS | | | | | | 49 | | | 2022 Proxy Statement
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Compensation Committee Report This report is furnished by the Compensation Committee of the MetLife Board of Directors. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis in the Company’s 20202022 Proxy Statement and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the 20202022 Proxy Statement. No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Reportreport appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act. Respectfully, Cheryl W. Grisé, Chair
Gerald L. Hassell
David L. Herzog
Edward J. Kelly, III James M. Kilts
Catherine R. Kinney
Denise M. Morrison TABLE OF CONTENTS
Compensation Discussion and Analysis The Compensation Discussion and Analysis describes the objectives and policies underlying MetLife’s executive compensation program for the Named Executive Officers and the rest of the executive officersExecutive Officers of MetLife (the Executive Officers or the Executive Group).MetLife. It also describes the key factors that the Compensation Committee (in this discussion referred to as the Committee) considered in determining the compensation of the CEO and other members of the Executive Group.Officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TABLE OF CONTENTS The Company maintained its pay for performance practices in 2019.2021. The vast majority of the Total Compensation for the full-year Named Executive Officers for 2019 performance2021 was variable and depended on performance. The Named Executive Officers are the individuals listed in the Summary Compensation Table. MetLife’s compensation design continues to align its executives and other senior management with the creation of shareholder value. MostThe vast majority of the MetLife’s Named Executive Officers’ Total Compensation of the Executive Officers depends directly on Share value and performance, and 70% of theirthe stock-based long-term incentives (LTI)LTI granted depends on performance against Business Plan goals and Total Shareholder ReturnTSR relative to competitors.peers.MetLife’s Compensation Committee maintained focus on the Company’scontinued to link pay and performance by:by: | | ü✔
| considering the Company’s successful financial performance and progress on Next Horizon strategic and operational objectives - as well as individual executive performance and shared goals, including on ESG and DEI - in determining compensation actions for 2019.2021. |
| | ü✔
| approving the settlement of 2017-20192019-2021 Performance Shares at 91.4%141.3% of target reflecting anshares, a notable improvement over the prior period (2016-2018) payout(2018-2020) outcome largely due to improved Adjusted Return on Equityoutstanding TSR relative to Business Planpeers, resulting in maximum performance achievement, while Total Shareholder Return (TSR)the Adjusted ROE relative to competitors remained the same (near median)Business Plan goals exceeded target performance, as described in Stock-Based Long-Term Incentives (LTI). |
✔
| | ü | maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on EquityROE against the Business Plan.Plan goals. |
| | ü✔
| incorporating sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review. |
TABLE OF CONTENTS | | | | | | 51 | | | 2022 Proxy Statement
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Overview of Compensation Program MetLife uses a competitive total compensationTotal Compensation framework that consists of base salary, annual incentive awards, and LTI opportunities. The Compensation Committee considers and recommends the amount of these three elements together.elements. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other Executive Group membersOfficers for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Group member means the total ofOfficer only includes these three elements. ItemsOther items such as sign-on payments and others that are not determined under the Company’s general executive compensation framework are endorsed by the Committee but are not included inexcluded from descriptions of Total Compensation in this Proxy Statement. and described separately, as appropriate. The Committee’s Total Compensation decisions recommendations are driven by performance. Each Executive Group member’s Officer’s Total Compensation reflects the Committee’s assessment of the Company’s and the executive’s performance as well as competitive market data based on peer compensation comparisons. Decisions on the award or payment amount of one element of Total Compensation impact the decisions on the amount of other elements. The Committee’s Total Compensation approach means that it does not structure particular elements of Total Compensation to relate to separate individual goals or performance. The Committee allocates a greater portion of the Executive Group members’ Officers’ Total Compensation to variable components that depend on performance or the value of Shares rather than ato the fixed component. It also allocates a greater portion of the Executive Group members’Officers’ variable compensation to Share-based LTI than it allocates to annual cash incentives. Given this mix of pay and other features of MetLife’s compensation programs,program, Executive Group members’Officers’ interests are aligned with those of shareholders. The Company’s Share ownership requirements further align executives’ interests with those of shareholders and reinforce the focus on long-term shareholder value. The Committee also reviews annually the other compensation and benefit programs, such as retirement benefits and potential termination payments that would be made if an Executive Group member’sOfficer’s employment were to end. However, benefits such as retirement and medical programs do not impact Total Compensation decisions since they apply to substantially all employees. Decisions about retirement and medical benefits do not vary based on decisions about an Executive Group member’s base salary or annual awards or LTI, or the amount realizable from prior awards.The Committee’s independent executive compensation consultant, Meridian, assisted in the design and review of the Company’s compensation program. For more information on the role of Meridian regarding the Company’s executive compensation program, see “Compensation Committee” in Information about Board Committees. Generally, the forms of compensation and benefits provided to Executive Group membersOfficers in the United States are similar to those provided to other U.S.-based officer-level employees. None of the Executive Group membersOfficers based in the United States is a party to any agreement with the Company that governs the executive’s employment.
TABLE OF CONTENTS | | | | | | 52 | | | 2022 Proxy Statement
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MetLife’s Position of Strength and Next Horizon Strategy Highlights of Business Results 20192021 Business Results
In spite ofMetLife faced another challenging year given the 2020 COVID-19continued pandemic conditions. Interest rates remained at historically low levels while steadily rising throughout the year. MetLife remains committedreacted to meeting the expense target we set as part of our unit cost initiative program. Perhaps no area gives us greater opportunity to demonstrate our commitment tothese challenges with resilience and consistent execution, inexceeding most of its unadjusted key performance goals set at the current environment than expense discipline.
The volatility we are experiencing in 2020 should not overshadow the strong performance our consistent execution delivered in 2019. Despite lower recurring interest margins, MetLife generated $5.7 billion in net income and $5.7 billion in Core Adjusted Earnings. We grew Core Adjusted Earnings Per Share by 10 percent from 2018, driven by capital management and volume growth. We posted a Core Adjusted Return on Equitybeginning of 13.0 percent, and our Core Direct Expense Ratio came in at 12.6 percent, down 30 basis points from the prior year.
By executing consistently and driving strong free cash flow, we were able to return approximately $4 billion to shareholders in the form of common dividends and share repurchases in 2019. Just as important, to drive cash generation tomorrow, we deployed approximately $3.6 billion to support new business at internal rates of return above our hurdle rate.
2019 Business Plan Versus 2018 Core Performance2021.
MetLife anticipated responsible business growth under its 2019 Business Plan, consistent with execution of its capital management strategy. The Company expected to drive 2019 performance by achieving challenging goals, including: continuing unit cost initiative expense savings;
maintainingdelivered very favorable underwriting margins; and
volume growth.
The Company expected that unfavorable market factors and less favorable taxes compared to 2018 would more than offset these achievements.
MetLife set Core Adjusted ROE and Core Adjusted EPS targets of 12.6% and $5.75, respectively, and a goal to return excess capital of $4.1 billion to shareholdersfinancial results through common stock dividends and share repurchases.
MetLife’s 2019 Business Plan assumed continued low long-term interest rates, a flatter yield curve, lower variable investment income than in 2018, and that the U.S. dollar would grow stronger compared to most foreign currencies. The Company also expected several 2018 favorable tax items, such as a one-time benefit resulting from a transfer of assets from a U.K. entity to a U.S. entity, would not reoccur in 2019.
2019 Core Performance Versus 2019 Business Plan
The Company’s 2019 performance met or exceeded Business Plan goals. Strong market factors, including equity market performance and higher variable investment income, as well as favorable tax items, drove MetLife’s results. MetLife’sreturns, volume growth, also exceeded its Business Plan.
Strong equity market performance drove results in MetLife Holdingsexpense discipline and Latin America. Higher mortgage and bond pre-payment income and private equity results also helped investments performance across most of our businesses. MetLife overcame headwinds from lower recurring investment margins, primarily in Retirement and Income Solutions, continued low interest rates and a flat yield curve.capital management.
MetLife’s volume growth exceeded its goal, most significantly in Asia, Retirement & Income Solutions and Group Benefits. The Company’s underwriting results met its goal; Group Benefits and Retirement and Income Solutions performance offset less-stellar Property and Casualty and Asia results.
°
| Exercised exceptional expense discipline which, together with favorable revenue growth, drove a CoreDirect Expense Ratio of 11.6%, an improvement of 40 basis points from 2020 and better than our guidance of 12.3%. |
| • | Book Value per Share was lower than 2021 Business Plan primarily due to: |
°
| higher derivative losses resulting from higher long-term interest rates, and |
°
| the impact of a higher MetLife average stock price |
| • | 53For the two-year period 2020-2021, MetLife’s CoreFree Cash Flow Ratio was 59%. While the ratio was below the 65-75% target, due to the strength of CoreAdjusted Earnings in 2021, Core Free Cash Flow – in absolute dollar terms – remained strong. As a result, the Company: |
°
| deployed $6.0 billion in common dividends and share repurchases, and |
°
| invested approximately $2.9 billion to support new business. |
Our investment returns performed exceptionally well in an otherwise challenging environment. °
| Investment results, which included variable investment income, were significantly above our 2021 Business Plan driven by extremely favorable private equity returns. |
Performance and Compensation Decisions
The Compensation Committee’s and Board’s decisions on Executive Group compensation for 2019, including compensation to the Named Executive Officers, reflected their view of the Company’s performance and each executive’s performance relative to goals and other challenges and opportunities that arose in 2019. The Committee’s and Board’s review of performance included the results shown in Highlights of Business Results. The Company’s 2018 results, modified as noted below, are included for reference.
Thisfollowing presentation reflects the Compensation Committee’s and Board’s review of the 2019 2021 Business Plan and 20192021 MetLife performance results for purposes of determining the Executive Group members’ Officers’ Total Compensation, including itstheir assessment of the CEO’s 20192021 performance. The Company’s 2020 results, modified as noted, are included for reference. 59
TABLE OF CONTENTS
For 2019, MetLife measured its performance by Core Direct Expense Ratio rather than Core Adjusted Expense Ratio, as it had in 2018. Core Direct Expense Ratio excludes expenses that vary in direct proportion to premiums, fees, and other revenues, and excludes pension expense, which varies with market performance and interest rates. As a result, it is a more accurate reflection of the Executive Group members’ expense management.
The 2019 results, on a non-Core basis, for Adjusted Earnings, Adjusted EPS, Adjusted ROE, and Direct Expense Ratio were $5,767 million, $6.11, 13.1%, and 12.2%, respectively.
The 2019, 2018, and 2017 Core Free Cash Flow Ratios were 87%, 56%, and 75%, respectively. On a non-Core basis, the 2019, 2018, and 2017 Free Cash Flow as a Percentage of Adjusted Earnings were 86%, 62%, and 134%, respectively.
See Appendix B for definitions of these non-GAAP measures and reconciliations to the most directly comparable measures that are based on GAAP. For Adjusted Earnings and Adjusted ROE results the Committee used to determine performance factors for certain incentive compensation purposes, see Appendix A.60
TABLE OF CONTENTS 2021 Business Plan Versus 2020 Core Performance Aside from those plan assumptions, MetLife anticipated modest business growth under its 2021 Business Plan, consistent with the execution of its capital management strategy. The Company expected to drive 2021 performance by achieving challenging goals, including: continued expense discipline; volume growth; and positive underwriting margins. The Company expected unfavorable market factors and higher taxes compared to 2020 that would more than offset these achievements. MetLife’s 2021 Business Plan assumed continued low long-term interest rates and a flatter yield curve. In addition, it also assumed a higher tax rate in 2021 as compared to 2020 due to the occurrence of favorable tax items in 2020 as well as lower tax credits and tax exempt income planned for 2021. 2021 Core Performance Versus 2021 Business Plan Variable investment income far exceeded its goal primarily from private equity investment performance Recurring interest margins also exceeded its goal driven by the effects of a steeper yield curve on our business Non COVID-19 underwriting was modestly favorable across the enterprise. Favorable impacts due to changes in DAC amortization, primarily in our MetLife Holdings segment were also favorable.
Successful negotiation of several IRS audit settlements and other tax items were favorable as well.
SignificanceCOVID-19 underwriting was unfavorable, most significantly in our Group Benefits business and in our Latin America segment. Vaccine hesitancy, mainly in the U.S., and the emergence of the COVID-19 Pandemic
This Compensation DiscussionDelta and Analysis, andOmicron variants were the other compensation disclosure in this Proxy Statement, relate to performance in and compensation for 2019 and earlier periods.primary reasons.
Since February 2020, when the Committee and Board made their compensation decisions for performance-year 2019, the COVID-19 pandemic has escalated.
This pandemic, countermeasures such as quarantines and social distancing, and other major public health issues have had a major impact on the global economy and financial markets, and may continue to do so. These events could have a materially adverse effect on the Company’s 2020 operations, business, financial results, or financial condition, and as a result the Company’s compensation actions in or for 2020.
Highlights of Executive Performance and Compensation For 2019,2021, MetLife maintained its commitment to its pay for performancepay-for-performance philosophy. The Compensation Committee’s decisions on the compensation of the Named Executive Officers who served the entirety of 2019 (the Full-Year Named Executive Officers) reflected the Committee’s view of the Company’s overall strategic direction and financial performance, and each executive’s performance relative to goals and other challenges and opportunities that arose in 2019. 2021. The Full-Year Named Executive Officers in this Proxy Statement are: President and CEO Michel A. Khalaf; Executive Vice President and Chief Financial Officer John D. McCallion; Executive Vice President and Chief Investment Officer Steven J. Goulart; Executive Vice President, Global Technology & Operations Bill Pappas; and President, U.S. Business Ramy Tadros. The other Named Executive Officers are:
former Chairman of the Board, President and CEO Steven A. Kandarian, who retired April 30, 2019;
Executive Vice President, Global Technology and Operations Bill Pappas, who joined MetLife on November 19, 2019; and
former Executive Vice President, Global Technology and Operations Martin J. Lippert.
Compensation for 20192021 Performance Under the leadership of Mr. Khalaf Mr. Kandarian, and the Executive Group,Officers, the Company delivered strong financial performance for 20192021 and demonstrated progress on multiple important goals. MetLife met or exceeded eachgoals including most of its Core financial metricsgoals for 2019.2021.The vast majority of Mr. Khalaf’s and the other Full-Year Named Executive Officers’ Total Compensation was variable and depended on performance. TheFollowing the end of the year, the Committee endorsed a 2019 2021 AVIP funding performance factor of 105.8%126.8% of target for the approximately 28,000 AVIP-eligible24,000 AVIP-eligible employees globally. The AVIP funding for 2021 was higher than for 2020, thus most Executive Officer awards are higher than last year. Recognizing strong 2021 financial and operational performance as well as continued progress on Next Horizon objectives and expectations for the impact that progress will have on the future performance of the Company, new stock-based long-term incentive awards made in early 2022 were generally higher than the prior year. The Committee’s specific decisions and rationale for individual AVIP and LTI awards based on 20192021 performance are highlighted on the following pages. The Compensation
TABLE OF CONTENTS To ensure that these compensation decisions continue to align with performance, the Committee awarded 70% of Executive Group members’Officers’ total LTI award value in Performance Shares. The performance metrics for the Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted ROE performance against the Business Plan.Plan. The ultimate value of the Executive Group members’Officers’ LTI in Restricted Stock Units and Stock Options is also aligns withdependent on the value of Shares.Shares at settlement or exercise. As a result, the LTI granted in 2020, and2022, as well as the Executive Officers’ outstanding LTI awards, align executives’ potential rewards with shareholder returns.
The following table presents a holistic view of the incentive compensation decisions for AVIP and LTI the Compensation Committee endorsed in early 20202022 based on 20192021 performance. This table is not a substitute for the Summary Compensation Table. The following pages present additional detail on how the Committee took account of individual performance. The 2019 versus 2018 comparisons in this tablecompensation decisions reflect a variety of unique individual factors, including: strong Company performance throughout 2021, which led to AVIP funding being higher than for 2020. In 2021, every business, function and geography contributed to MetLife's success as Mr. Khalaf was appointed President and CEO effective May 1, 2019 after servingheld his leadership team accountable for delivering results against shared goals, as President, U.S. Business & EMEA.well as goals specific to each executive's remit. The compensation outcomes also considered potential for future contributions, particularly on the LTI component. 20192021 was Mr. McCallion’s firstKhalaf's second full year as CFO; in 2019 he also assumed responsibility for MetLife Holdings which in 2019 delivered $1.2 billion of Core Adjusted Earnings.
CEO, and Mr. Goulart’s 2018 compensation reflected his leadership of the Asia Region for much of theMcCallion's third full year as well as leading Investments. His AVIP awardCFO. The value of their new LTI awards depends on continued effectiveness in financial, operational and strategic progress toward Next Horizon, positioning the Company for 2019 also reflects that overall AVIP funding was lowerfuture success, and enhancing alignment of their Total Compensation with the competitive market for 2019 than for 2018.such talent. Mr. Pappas joined MetLife on November 19, 2019 as Executive Vice President, Global Technology and Operations; as a late-year new hire, the Committee did not consider him for a 2019 AVIP award or a standard LTI grant in 2019 or 2020.
Mr. Tadros was appointed President, U.S. Business effective May 1, 2019 after serving as Executive Vice President and Chief Risk Officer; this is his first year as a MetLife Named Executive Officer.
Michel A. Khalaf | | | 1,350,000 | | | 4,650,000 | | | 13,100,000 | | | 19,100,000 | | | 9.4% | | | 13.9% | | | 11.9% | John D. McCallion | | | 900,000 | | | 2,650,000 | | | 4,500,000 | | | 8,050,000 | | | 10.4% | | | 12.5% | | | 10.5% | Steven J. Goulart | | | 925,000 | | | 2,300,000 | | | 4,400,000 | | | 7,625,000 | | | 9.5% | | | 10.0% | | | 8.6% | Bill Pappas | | | 850,000 | | | 2,200,000 | | | 3,850,000 | | | 6,900,000 | | | 10.0% | | | 10.0% | | | 8.7% | Ramy Tadros | | | 825,000 | | | 2,200,000 | | | 3,875,000 | | | 6,900,000 | | | 10.0% | | | 10.7% | | | 9.2% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Compensation Committee Performance-Year Incentive Decisions | | | | | | | | | | | | 2019 | 1
| 2019
Versus 2018
| | | | | | | | | | | | | | | | | | | | Name | | Base
Salary
Earned
($)
| | AVIP
Award
($) (1)
| | LTI
($) (2)
| | Total
Compen-
sation
($) (3)
| | AVIP
Award
(4)
| | LTI | | Total
Compen-
sation
(5)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | 1,083,333 |
| | 4,500,000 |
| | 10,000,000 |
| | 15,583,333 |
| | 28.6% | | 11.1% | | 16.8% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | John D. McCallion | | 808,333 |
| | 2,500,000 |
| | 3,600,000 |
| | 6,908,333 |
| | 25.0% | | 20.0% | | 23.4% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Steven J. Goulart | | 870,000 |
| | 2,200,000 |
| | 4,000,000 |
| | 7,070,000 |
| | (26.7)% | | 0.0% | | (9.1)% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Bill Pappas (6) | | 100,256 |
| | 0 |
| | 0 |
| | 100,256 |
| | n/a | | n/a | | n/a | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Ramy Tadros (6) | | 766,250 |
| | 1,750,000 |
| | 3,000,000 |
| | 5,516,250 |
| | n/a | | n/a | | n/a | |
| | 2
| Reflects the award value of standard LTI granted in 2020.2022. This is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 20212023 Proxy Statement. |
| | 3
| Total Compensation for 20192021 comprises base salary earned during 2019, 2021, AVIP awards for 20192021 performance, and award value of LTI granted in 2020.2022. |
4
| | 4 | Reflects the AVIP award for 2019 performance paid in 2020 compared with the award for 2018 performance paid in 2019, which was reported in the Company’s 2019 Proxy Statement on the Summary Compensation Table. |
| | 6 | Not a Named Executive Officer with respect to Total Compensation for 2018 in the 2019 Proxy Statement.2020. |
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Aspects of Individual Performance The Compensation Committee endorsed the Executive Group members’ Officers’ base salary and AVIP awards for 20192021 performance and LTI granted in 20202022 considering the Company’s key financial performance goals and results as discussed in Highlights of Business Results. The Compensation Committee also considered aspects of each executive’s performance in relation to established goals,financial, operational, strategic, and ESG objectives, including collective ownership for financial performance and Next Horizon strategic initiatives. In addition, all compensation decisions were made within the context of MetLife’s executive compensation programs andprogram framework and internal equity considerations, as well as alignment with and appropriate competitive positioning against external market peers. The AVIP awards for the Full-Year Named Executive Officers for 20192021 reflect shared ownership for financial performance, individual performance against objectives established at the beginning offor the year, and other challenges and opportunities that arose in 2019.2021. The Full-Year Named Executive OfficersOfficers’ LTI granted in 20202022 reflects individual performance, progress on Next Horizon strategic initiatives, as well asand expectations of future performance. The Committee’s endorsement of Mr. Kandarian’s cash incentive award was on the same basis as the Full-Year Named Executive Officers’ AVIP awards.
Michel A. Khalaf, President and Chief Executive Officer
Mr. Khalaf was appointed President and Chief Executive Officer effective May 1, 2019. Since becoming CEO, Mr. Khalaf has reinforced MetLife’s commitment to consistent execution and risk management while launching the Next Horizon strategy. In 2019, MetLife demonstrated strong financial performance resulting in at or above plan results on all key metrics.
The Company met its unit cost initiative (UCI) commitment for 2019.
The 2018-2019 two-year average Core Free Cash FlowRatio was within the 65% to 75% target range (72%). For 2019, that ratio was 87%.
To position MetLife for the future, the Company developed its Next Horizon strategy to accelerate resource allocation to the highest value opportunities and promote sustainable competitive differentiation, anchored by a new purpose statement "Always with you, building a more confident future." MetLife expects this strategic foundation to optimize its performance in 2020 and beyond.
With Mr. Khalaf’s leadership, the Company successfully remediated material weaknesses in the Retirement & Income Solutions (RIS) business and in our MetLife Holdings segment, and continued to enhance risk management practices, and escalation procedures.
MetLife risk management improved resilience. All 2019 key risk metrics were within risk tolerance levels set in the Company’s Enterprise and Segment Risk Appetite Statements.
The Company engaged employees to drive alignment. MetLife launched systematic efforts to engage with employees on key Company priorities and prepare the organization for MetLife’s Next Horizon, empowering employees to deliver superior value to customers and shareholders, promoting an ownership mindset.
MetLife attracted talent to drive execution. The Company made progress in diversity and strengthened leadership with key executive appointments including new head of U.S. Business, Chief Risk Officer, head of Global Technology and Operations, and head of Strategy. In early 2020, Mr. Khalaf announced the appointment of a new Chief Auditor, and a new Chief Compliance Officer.
MetLife engaged external stakeholders. MetLife pursued targeted engagement with key external stakeholders - customers, shareholders, regulators, and the media to promote Company interests.
The Company prioritized environmental, social, and governance (ESG) objectives. MetLife developed a sustainability strategy to advance corporate purpose by focusing on how MetLife contributes to a more confident future as an investor, an employer, and a provider of financial solutions and expertise.
Share performance improved. Shares ended 2019 at $50.97. The Company achieved a one-year TSR of 28.9%, reflecting stock price performance and dividends, and putting MetLife near the median of our TSR peers for 2019.
Compensation:
The Committee endorsed AVIP and LTI awards for Mr. Khalaf that reflected its assessment of his performance as CEO for the majority of 2019, including delivering strong financial performance as well as meaningful progress on strategic, and operational objectives.
Steven A. Kandarian, former Chairman of the Board, President and CEO
Mr. Kandarian retired as Chairman, President and Chief Executive Officer effective April 30, 2019. Consistent with goals established by the Board for 2019 prior to retirement, Mr. Kandarian led a systematic process to drive a successful CEO transition consisting of dedicated knowledge transfer, introductions to key stakeholders, and purposeful internal and external communications. In addition, the Board held Mr. Kandarian and Mr. Khalaf jointly responsible for 2019 financial performance, which delivered at or above plan results on all key metrics. As a result, the Committee made a cash incentive award to Mr. Kandarian for his partial-year 2019 performance, which is reported on the Summary Compensation Table.
John D. McCallion, Executive Vice President and Chief Financial Officer
In 2019, Mr. McCallion continued as Executive Vice President and CFO, and also became responsible for MetLife Holdings effective May 1, 2019. MetLife Holdings includes products and businesses, previously included in MetLife’s former retail business as well as the assumed variable annuity guarantees from MetLife’s former operating joint venture in Japan.
With Mr. McCallion’s leadership, the Company:
exceeded its 2019 Business Plan for Core Adjusted Earnings, Book Value Per Share, and Value of New Business.
maintained key capital adequacy ratios (National Association of Insurance Commissioners Combined Risk-Based Capital, Japan Solvency Margin Ratio) above minimums.
delivered Core Free Cash Flow Ratio within the 2018-2019 two-year average target range.
Mr. McCallion also:
facilitated consistent execution of management expense initiatives, exceeding the Company’s 2019 Business Plan for Core Direct Expense Ratio.
partnered with the CEO and managed Investor Relations team to clearly communicate MetLife’s value proposition through conferences, one-on-one meetings, and a successful Investor Day for the investor community.
led MetLife's successful first ever yen-denominated senior notes offering, one of the largest ever offerings of yen debt by a U.S. financial services company ($1.4 billion).
led MetLife Holdings to deliver Core Adjusted Earnings above its 2019 Business Plan, driven by the strength of performance in equity markets and disciplined expense management.
Compensation:
Mr. Khalaf recommended, and the Committee endorsed, AVIP and LTI awards for 2019 that reflected Mr. McCallion's first full year as CFO as well as strong MetLife Holdings performance.
Steven J. Goulart, Executive Vice President and Chief Investment Officer
With Mr. Goulart’s leadership:
The Company exceeded its 2019 Net Investment Income goal of $17.8 billion despite the continued low interest rate environment, while continuing proactive portfolio repositioning.
MetLife Investment Management (MIM) delivered adjusted earnings above the Business Plan goal, achieved its Business Plan goal for Third Party Assets Under Management, and exceeded its Value of New Business (VNB) goal.
The Company advanced the growth of MIM by strengthening the distribution platform, enhancing the client service operating model, creating a client value proposition based on deep client and market research, and fostering sustainability in investing strategies.
MetLife signed on to U.N. Principles of Responsible Investment, which focus on understanding the investment implications of ESG factors and incorporating these factors into investment decisions.
Investments’ multiple initiatives contributed to the Company meeting its UCI run-rate cost savings commitment for 2019.
Compensation:
Mr. Khalaf recommended, and the Committee endorsed, AVIP and LTI awards for 2019 that reflected strong Investments organization performance and third-party MIM business growth.
Bill Pappas, Executive Vice President, Global Technology and Operations
As a result of Mr. Pappas’ joining MetLife late in 2019, he forfeited certain compensation from his former employer. As a result, MetLife provided the following amounts in 2019: $1.9 million cash to address former-employer awards that would have vested in 2020; $300,000 cash to address transition considerations; and Restricted Stock Units valued at $2.7 million to address former-employer awards that would have vested 2020-2023. Should Mr. Pappas voluntarily leave MetLife, or the Company end his employment for “cause,” as defined under the 2015 Stock and Incentive Plan, within 24 months of each cash payment, he must repay the full amount of the cash payments to the extent permissible under law. Mr. Pappas’ LTI is also subject to forfeiture or recoupment on the same bases as that of other Executive Group members.
Ramy Tadros, President, U.S. Business
Mr. Tadros was appointed President, U.S. Business effective May 1, 2019 after serving as Chief Risk Officer. For the majority of 2019, he led the Group Benefits, Retirement and Income Solutions and Property & Casualty businesses across the U.S. Together, these businesses generated approximately 50% of the Company’s Core Adjusted Earnings for 2019.
Under Mr. Tadros’ leadership:
U.S. business exceeded all key financial goals including Adjusted Premiums, Fees, and Other Revenues; Core Adjusted Earnings; Adjusted ROE; and cash available for business reinvestment or distribution to Shareholders; and remained within budget for spending as well as Core Direct Expense Ratio.
MetLife’s flagship U.S. Group Benefits business generated Core Adjusted Earnings of $1.3 billion, nearly double the earnings from this business just 3 years earlier.
Retirement and Income Solutions capitalized on market trends and delivered MetLife's second-best year ever in the pension risk transfer business, with sales of $4.3 billion.
MetLife expanded its U.S. voluntary benefit offerings through new product launches by acquiring Bequest, INC (d/b/a Willing, a leading digital estate planning service) as well as PetFirst Healthcare, LLC (a fast-growing pet health insurance administrator).
The Company simplified the customer experience across all lines of business through analytics, employee training and robotics.
Compensation:
Mr. Khalaf recommended, and the Committee endorsed, AVIP and LTI awards for 2019 that reflect Mr. Tadros’s achievements as President, U.S. Business for the majority of the year, including new milestones in MetLife’s flagship U.S. Group Benefits business and Retirement & Income Solutions.
The amounts in the compensation pie charts abovebelow reflect the base salary earned in 2019,2021, the AVIP awards for 20192021 performance, and the LTI granted in 2020.2022.Some of the performance measures in this section entitled “Aspects of Individual Performance”below are not calculated based on GAAP. They should be read in conjunction with the information in “Non-GAAP and Other Financial Disclosures” in Appendix B of this Proxy Statement, which includes non-GAAP financial information, definitions and/or reconciliations to the most directly comparable measures that are based on GAAP. See also A Note About Financial Measures. TABLE OF CONTENTS Michel A. Khalaf, President and Chief
Executive Officer In 2021 Mr. Khalaf successfully led the Company through a highly dynamic environment, through challenges stemming from the pandemic, while executing consistently to deliver on commitments to stakeholders. Despite this period of continued uncertainty, with Mr. Khalaf’s leadership MetLife delivered strong financial and operational performance as well as significant progress on MetLife’s “Next Horizon” strategy including sustainability commitments, demonstrating that the Company has continued its evolution to a focus on consistent execution and responsible growth. Under Mr. Khalaf’s leadership, MetLife delivered strong financial performance: Book Value per Share of $57.65 per share, up 6% from $54.18 per share at December 31, 2020. Total Shareholder Return of 37.3% for the year ended December 31, 2021, outperforming the S&P 500 Index by 870 basis points. Next Horizon continues to prove itself an all-weather strategy as the Company maintained resilience in a challenging environment. MetLife’s purpose, “Always with you, building a more confident future,” anchors its strategy. Mr. Khalaf drove significant progress on strategic priorities, shifting the portfolio towards a business mix that drives more value, including through M&A, resulting in more efficient capital allocation. For example, in 2021 the Company divested operations in three non-strategic businesses (Argentina, Russia and U.S. Property & Casualty) and announced two more divestitures (Poland, which closed in April 2022, and Greece, which closed in January 2022). Topline sales were strong across multiple markets, and MetLife is investing billions each year in organic growth with attractive payback periods and internal rates of return. In the face of rising customer expectations, MetLife is evolving how it operates to become faster, simpler, adaptable, and more resilient. Mr. Khalaf additionally led the Company in these key areas: Reinforced commitment to effective risk management to protect and enhance performance resilience. Proactively managed changes in the macroeconomic environment and enhanced stress testing. Mitigated insurance and product design risk. Championed sustainability efforts. Continued executing Next Horizon’s strategic pillars of Focus, Simplify and Differentiate. Focus on deploying scarce capital and resources to the highest value opportunities, Simplify by driving operational efficiency and improving the customer experience to enhance customer loyalty, and Differentiate to drive competitive advantage in the market, including pursuing digital technology transformation and strengthened sustainability efforts. Accelerate Next Horizon strategy through Winning the Future initiatives. We launched Winning the Future as an extension of our strategy to address the rapidly changing environment. Through Winning the Future, we are re-imagining how we work and how we differentiate in the market. Key focus areas include driving more efficient and agile execution, and enhancing our digital engagement and sustainability capabilities. We are also introducing a new model globally called Future Work designed to provide associates with flexibility while enhancing collaboration and innovation. Ultimately, by becoming a faster, simpler, adaptable and more resilient company, we will protect and grow our competitive advantages into the future. Enhanced culture to enable strategy. MetLife continued systematic efforts to engage with employees on key Company priorities and align the organization for MetLife’s Next Horizon strategy to increase understanding and ownership, with a focus on DEI. MetLife also continued promoting communication and transparency through senior management network meetings and continued candid rapport with all its employees through global town hall sessions. MetLife’s 2021 all-employee survey results demonstrated that employees continue to feel a strong culture of collaboration, customer focus, and experimentation and value the Company’s focus on their well-being. Employees were also motivated to support sustainability efforts through volunteer opportunities. Attracted diverse talent to drive execution. Driving DEI remains core to strategy and in 2021 female officer representation and ethnic/racial diversity representation increased. Building and sustaining a strong, diverse leadership team with the expansion of the executive leadership team continued to reinforce a shared commitment to the overall success of MetLife. In TABLE OF CONTENTS furtherance of MetLife’s inclusive practices in the areas of talent advancement among historically underrepresented groups, leadership accountability and demographic diversity for women and racial/ethnic minorities, MetLife has established a Global Diversity, Equity, and Inclusion Council, chaired by Mr. Khalaf, which focuses on driving the company’s DEI strategy across its business, functions and regions. To ensure that DEI continues to be a focus and key element of MetLife’s culture, the Global Chief Diversity & Inclusion Officer reports to both the CHRO and Mr. Khalaf. Focused on external stakeholder engagement. MetLife pursued targeted engagement with key external stakeholders – customers, shareholders, regulators, and the media – to promote Company interests. This included a major focus in 2021 on continuing to tell MetLife’s story on ESG issues, with a special focus on DEI. Compensation: The Committee endorsed compensation actions for Mr. Khalaf that reflected its assessment of his performance as CEO for 2021, including delivering strong financial performance and meaningful progress on strategic and operational objectives, as well as expectations of future contributions. TABLE OF CONTENTS John D. McCallion, Executive Vice
President and Chief Financial Officer In 2021, Mr. McCallion continued as Executive Vice President and CFO as well as leading MetLife Holdings. The MetLife Holdings segment consists of operations relating to products and businesses that the Company no longer actively markets in the United States. These include variable, universal, term and whole life insurance; variable, fixed and index-linked annuities; and long-term care insurance. With Mr. McCallion’s leadership, the Company: | • | Delivered Book Value Per Share near Business Plan while strategically managing share repurchases which were more conservative than Business Plan due to the higher price of MET, |
Mr. McCallion also: Effectively managed the company’s risk profile in response to the global pandemic, including maintaining key capital adequacy ratios above minimum targets, Directed the deployment of capital to promote responsible growth from new business and M&A; closed on the sale of the Property & Casualty business at an attractive multiple; and completed divestitures in Russia and Argentina, | • | Led MetLife Holdings to deliver $2.3 billion CoreAdjusted Earnings, exceeding the Business Plan goal by $1.2 billion, driven by favorable equity markets, strong investment and underwriting results, dividend management, and expense discipline, |
Served as vice-chair of MetLife’s Diversity Equity & Inclusion Council to drive outcomes aligned with business strategy and served as executive champion of MetLife's Veterans Initiative, and Drove progress towards achieving vendor greenhouse gas reduction targets, securing commitments from multiple MetLife suppliers. Compensation: Mr. Lippert leftKhalaf recommended, and the Committee endorsed, compensation actions for Mr. McCallion for 2021 that reflected his performance as CFO and solid MetLife effective April 30, 2019. The Company did not grant Mr. Lippert any bonus, cash incentive award, or LTI in respectHoldings performance, as well as expectations of 2019 performance.future contributions.
TABLE OF CONTENTS | | | | | | 67 | | | 2022 Proxy Statement
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Steven J. Goulart, Executive Vice
President and Chief Investment Officer With Mr. Goulart’s leadership as Chief Investment Officer throughout 2021: In an environment of economic recovery still marked by the global pandemic, the Company achieved above-plan 2021 Adjusted Net Investment Income of $21.3 billion, while operating within Investment Committee-approved guidelines and limits. | • | MetLife Investment Management (MIM) delivered significant growth in Adjusted Earnings, and at-plan VNB and above-plan Assets Under Management. |
MIM achieved record annual net new flows and commitments, gained multiple new third-party client relationships and successfully launched 7 new funds and 5 strategies raising $2 billion across asset sectors to meet client needs. MIM exceeded Plan production for private securities, residential loans and agricultural mortgages. MIM was selected for Pensions & Investments “Best Places to Work in Money Management” for 2021, primarily based on employee survey feedback. Mr. Goulart and his team engaged multiple veteran, women and ethnically and racially diverse owned boutique investment banking firms for a $500 million funding agreement-backed note issue and launched private equity/venture capital commitment to diverse emerging managers. His team refreshed MIM’s ESG investment policy and launched a Sustainability Tracking and Reporting project that will automate reporting of responsible investments, enabling more meaningful and timely metrics for regulators and clients. Compensation: Mr. Khalaf recommended, and the Committee endorsed, compensation actions for Mr. Goulart for 2021 that reflected his strong Investments organization performance and third-party MIM business growth, and expectations of future contributions. TABLE OF CONTENTS Bill Pappas, Executive Vice President,
Global Technology & Operations Mr. Pappas leads Global Technology & Operations including customer care across MetLife’s businesses. In 2021 with Mr. Pappas’ leadership, MetLife: Delivered end-to-end technology solutions in support of Next Horizon strategic priorities, including the deployment of new platforms, enhancements, distribution channels, and digital applications to meet evolving sales, distribution, and servicing needs. Reduced risk and protected the company through strengthened cyber and risk management capabilities; exceeded industry benchmark for security capabilities and controls performance as measured by independent external assessments. Maintained and improved customer experience for service as measured by improved customer satisfaction scores across regions. MetLife’s Retirement and Income Solutions has been recognized by J.D. Power by providing “An Outstanding Customer Service Experience” for Phone support (5th award in 6 years and 3rd in a row). Delivered on the expense plan by strategically managing the workforce, investing in critical skills as well as in cyber, data, infrastructure, and risk management while introducing a more flexible and agile way of working through an internal service delivery model. Contributed to enterprise DEI efforts, such as hosting MetLife’s “Triangle Tech X” conference for third successive year to help women advance and thrive in the workplace with 20 sessions, 50 speakers and over 2,500 attendees across industries. Contributed to enterprise sustainability initiatives, including hundreds of participants in MetLife’s 2021 EcoChallenge and Earth Week activities. Co-led the creation of a new way of working across office-based, hybrid and virtual roles. This Future Work model is designed to provide flexibility and collaboration while also enabling employees to deliver for customers and other stakeholders. Compensation: Mr. Khalaf recommended, and the Committee endorsed, compensation actions for Mr. Pappas for 2021 that reflected his leadership of Global Technology & Operations including customer care, and expectations of future contributions. TABLE OF CONTENTS Ramy Tadros, President, U.S.
Business Mr. Tadros is President, U.S. Business and leads Group Benefits, Retirement and Income Solutions (RIS), and MetLife’s new Financial Wellness & Engagement (FW&E) business which together represent approximately 40% of the Company’s CoreAdjusted Earnings for 2021. Under Mr. Tadros’ leadership: | • | The U.S. Business exceededBusiness Plan goals for CoreAdjusted Earnings, Sales, Adjusted Premiums, Fees & Other Revenues, and Value of New Business despite COVID-19 pandemic challenges continuing throughout 2021. |
| • | While U.S. Group Benefits CoreAdjusted Earnings were unfavorably impacted by COVID-19 life claims, Adjusted Premiums, Fees & Other Revenues grew at the top-end of the guidance range for 2021 driven by strong persistency and record sales. |
| • | RIS generated $2.75 billion of CoreAdjusted Earnings, significantly above plan and prior year benefiting from strong investment margins. Growth remained strong with sales above plan expectations driven by $12 billion in UK Longevity transfer market sales and five new Pension Risk Transfer deals worth $3.6 billion. |
The successful integration of the PetFirst and Versant acquisitions and the sale of MetLife’s Property & Casualty business were completed with a long-term distribution agreement. In partnership with the Global Technology team, the Financial Wellness & Engagement business created and launched MetLife’s new digital Upwise™ financial wellness app. MetLife provided thought leadership through MetLife’s U.S. “Employee Benefit Trends Study” and highlighted product features that support customers’ DEI goals. Sponsored and participated in the National African American Insurance Association. Compensation: Mr. Khalaf recommended, and the Committee endorsed, compensation actions for Mr. Tadros for 2021 that reflected his performance as President, U.S. Business, and expectations of future contributions.
| | | | | | What are our executive compensation practices?
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Compensation Philosophy and Objectives | | | | | | | | Provide competitive Total Compensation opportunities to attract, retain, engage, and motivate high-performing executives | | | | | | Align compensation plans with short- and long-term business strategies | | | | | |
| | | | | | | | Align the financial interests of executives with shareholders’ through LTI and Share ownership requirements | | | | | | Make a vast majority of Total Compensation variable and subject to Company and individual performance. | | | | | |
Key Features of MetLife’s Executive Compensation Program | | | | | | | | | MetLife’s compensation program has multiple features that promote the Company’s success, including: | | | | | | | | | paying for performance: vast majority of compensation is variable without guarantee, and dependent on achievement ofachieving business results. | | | | | | aligning executives’ interests with those of shareholders: vast majority of incentive compensation is Share-based, and executives are expected to meet Share ownership requirements. | | | | | | encouraging long-term decision-making: Stock Options and Restricted Stock Units vest over three years, Stock Options may normally be exercised over 10 years, and the ultimate value of Performance Shares is determined by the Company’s performance over three3 years, Stock Options and Restricted Stock Units vest over 3 years, Stock Options may normally be exercised over 10 years. | | | | | | rewarding achievement of the Company’s business goals: amounts available for annual incentive awards are based on Company performance compared to its Business Plan; individual awards take account of individual performance relativecontributions to individualachieving annual goals. | | | | | | avoiding incentives to take excessive risk: the Company does not make formulaic individual awards, uses Adjusted Earnings (which excludes net investment gains and losses and net derivative gains and losses) as a key performance indicator, avoids incentives to take excessive risk in the Company’s investment portfolio, and uses multi-year performance to determine the payout of LTI. | | | | | | maintaining a performance-based compensation recoupment (“clawback”) policy: the Company may seek recovery for employee fraudulent or other wrongful conduct that harmed MetLife, including an accounting restatement as a result of material noncompliance with financial reporting requirements, and from Executive Group membersOfficers based on materially inaccurate performance measures regardless of fault. | | | | | |
| | | | | | | | | The Company’s compensation program excludes practices
that would be contrary to the Company’s compensation
philosophy and contrary to shareholders’ interests. For example, the Company: | | | | | | | | | does not offer Executive Group membersOfficers a supplemental executive retirement plan that adds years of service or includes long-term incentiveLTI compensation in the benefits formula. | | | | | | does not provide excessive perquisites. | | | | | | does not allow repricing or replacing of Stock Options without prior shareholder approval. | | | | | | does not provide any “single trigger” change-in-control severance pay, or “single trigger” vesting of LTI upon a change-in-control without the opportunity for the Company or a successor to substitute alternative awards that remain subject to vesting. | | | | | | does not provide any change-in-control cash severance pay beyond two times average salary and annual cash incentive pay. | | | | | | does not provide for any excise tax payment or tax gross-up for change-in-control related payments, or for tax gross-up for any perquisites or benefits, other than in connection with relocation or other transition arrangements. | | | | | | does not allow directors, executives, or other associates, to engage in pledging, hedging, short sales, or trading in put and call options with respect to the Company’s securities. | | | | | | does not offer employment contracts to U.S.-based Executive Group members.Officers. | | | | | |
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20202022 Say-on-Pay Vote and Shareholder Engagement
In 2019, the Company’s shareholders2021, 97% of Shares voted by 95% of shares casting votes to approve the Company’s executive compensation programs and policiesprogram and the resulting compensation described in the 20192021 Proxy Statement.Statement (excluding abstentions). Since 2011, the Company’s average vote has been over 95%96% positive. Because the 2021 vote was advisory, the result was not binding on the Compensation Committee. However, the Committee considered the vote to be an endorsement of the Company’s executive compensation programs and policies, and took into account that strong support in reviewing those programs and policies.the program. The Company has also discussed the vote, along with aspects of its executive compensation, business strategy, and corporate governancecorporate-governance practices, talent management, and corporate responsibility initiatives, with several of our largest shareholders to gain a deeper understanding of their perspectives. See Shareholder Engagement for more information. With regard to executive compensation, in recent years shareholders generally: praised the quality of the Company’s disclosure, consistency in program design, performance metrics, and articulation of business strategy.strategy; supported the Company’s executive compensation program design and its alignment with the Company’s business strategy.strategy; urgedencouraged management to continue to execute consistently and improve TSR performance.consistently;
agreed that the Committee’s selective use of discretion in the design and administration of incentive plans is reasonable, so long as it aligns pay with performance.performance; and were pleased with the Company’s growing focus on ESG practices and its sustainability initiatives.
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Components of Compensation and Benefits The primary components of the Company’s regular executive compensation and benefits program play various strategic roles: | | | | | | | | | | | | | Description | | | Strategic Role | | | | | | | | | Total Compensation
| | | Base Salaryis determined based on position, scope of responsibilities, individual performance and experience, and competitive data. | | | | | | Provides fixed compensation for services during the year. | | | Annual Incentive Awards are:
• variable based on performance relative to Company and individual goals and additional business challenges or opportunities that arose during the year.year
• determined through the Compensation Committee assessment of all of these factors as a whole.
whole
| | | | | | • Serve as the primary compensation vehicle for recognizing and differentiating individual performance each year.
• Motivate Executive Group membersOfficers and other employees to achieve strong annual business results that will contribute to the Company’s long-term success, without creating an incentive to take excessive risk. | | | Stock-Based Long-Term IncentiveLTI Awards are:
• based on the Compensation Committee’s assessment of individual responsibility, performance, relative contribution, and potential for assuming increased responsibilities, and future contributions.contributions
• dependent on a combination of MetLife’s performance and the value of Shares (Restricted(Performance Shares), or the value of Shares (Restricted Stock Units)Units), or increases in the price of Shares (Stock Options), or a combination of MetLife’s performance as well as the value of Shares (Performance Shares)(Stock Options). Cash-paid equivalents are used outside the U.S.
• granted each year to provide overlapping vesting and performance cycles.cycles
• delivered beginning with awards made in 2018 to Executive Group membersOfficers as part of Total Compensation, in these proportions: | | | | | | • Align executives’ interests with those of shareholders.
• Encourage decisions and reward performance that contribute to the long-term growth of the Company’s business and enhance shareholder value.
• Motivate Executive Group membersOfficers to outperform MetLife’s competition.
• Encourage executives to remain with MetLife. | | | Stock-Based Long-Term IncentiveLTI Mix for CEO and other Executive Group MembersOfficers
| | | | | | | | | | | | | | | | Benefits
| | | | | | | | | Retirement Program and Other Benefits include post-retirement income (pension) and the opportunity to save a portion of current compensation for retirement and other future needs (401(k) program and nonqualified deferred compensation). | | | | | | Attract and retain executives and other employees. | | | Potential Termination Payments | | | Severance Pay and Related Benefits include transition assistance if employment ends due to job elimination or, in limited circumstances, performance. | | | | | | Encourage focus on transition to other opportunities and allow the Company to obtain a release of employment-related claims. | | | Change-in-Control Benefits include:
• double-trigger severance pay and related benefits, if the Executive Group member’sOfficer’s employment is terminated without cause or the Executive Group memberOfficer resigns with good reason following a change-in-control.change-in-control
• replacement or vesting of LTI. | | | | | | • Retain Executive Group membersOfficers during a change-in-control.
• Promote the unbiased efforts of the Executive Group membersOfficers to maximize shareholder value during and after a change-in-control.
• Keep executives whole in situations where Shares may no longer exist or awards otherwise cannot or will not be replaced. |
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Determining Total Compensation for 20192021 Performance In determining executive compensation for performance year 2019,2021, the Compensation Committee considered the Executive Group’sOfficer performance both as a whole and individually. The Committee made its decisions in the context of its review of business results, including those described in Highlights of Business Results. The Committee also reviewed reports and analyses on competitive compensation for comparable positions at peer companies, and in the broader market where the Company competes for executive talent. Process for Determining CEO Compensation
Early in 2019, now former CEO Mr. Kandarian, then CEO-designate2021, Mr. Khalaf and the Committee established goals and objectives for Mr. Khalaf that were designed to drive Company performance, including executives’ shared responsibility for 20192021 financial performance. Mr. Khalaf succeeded Mr. Kandarian as CEO on May 1, 2019 upon Mr. Kandarian’s retirement. The Committee assessed Mr. Kandarian’s and Mr. Khalaf’s 20192021 performance against these goals in early 2020.2022. The Committee endorsed Total Compensation for each,Mr. Khalaf, including annual incentive and - for Mr. Khalaf - LTI, based on these assessments,this assessment, and recommended it to the Independent Directors for their approval. For a description of the Business Plan goals and the performance that the Committee and Board reviewed, see Highlights of Business Results and Aspects of Individual Performance. As CEO, Mr. Khalaf’s compensation is higher than other Executive Group members due to the position’s broader responsibilities and higher levels of accountability relative to other senior executives in the Company in 2019, as well as competitive market data.
Process for Determining Compensation of Other Executive Group MembersOfficers
Early in 2019, Mr. Kandarian and2021, Mr. Khalaf met withand each of the other Executive Group member to agreeOfficers agreed on the executive’s goals for 2019. Mr. Khalaf and Mr. Kandarian also partnered on the evaluation of each Executive Group member’s 2019 performance.2021. In early 2020,2022, Mr. Khalaf evaluated and shared with the Committee an assessment of each of the other Executive Group members’Officers performance during 20192021 relative to theirthe executive’s goals and the additional business challenges and opportunities that arose during the year. Based on this assessment, Mr. Khalaf recommended and discussed with the Committee the Total Compensation amounts for each such Executive Group member,Officer, other than himself and former CEO Mr. Kandarian.himself. The Committee reviewed and endorsed the components of each Executive Group member’s Officer’s Total Compensation for the Board of Directors’ approval. In each case, Mr. Khalaf and the Committee considered the executive’s performance, future potential, available competitive data, compensation opportunities for each position, retention needs, and fit within the executive talent market, aligned with MetLife’s compensation philosophy and objectives. The Executive Vice President and Chief Human Resources Officer of the Company (the CHRO) provided the Committee with advice and recommendations on the form and overall level of executive compensation. The CHRO provided guidance and information to Mr. Khalaf to assist in this process, other than with respect to the CHRO’s own compensation. The CHRO also provided guidance to the Committee on its general administration of the programs and plansprogram provisions in which Executive Group members,Officers, as well as other employees, participate. Other than as described above, no Executive Group memberOfficer played a role in determining the compensation of any of the other Executive Group members.Officers. No Executive Group memberOfficer took part in the Board’s consideration of the executive’s own compensation. The CEO does not have any authority to grant Share-based awards of any kind to any Executive Group members,Officer, the Chief Accounting Officer, or Non-Management Directors of the Company.
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| | | | | | How did we compensate our CEO and other Named Executive Officers??
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Base Salary
The base salaries earned by the Named Executive Officers in 20192021 are reported in the Summary Compensation Table. The Compensation Committee endorsed the following None of MetLife’s Executive Officers received a base salary increasesincrease during the Committee’s annual review process in 2019: $350,000 for Mr. Khalaf, reflecting his promotion to CEO May 1, 2019.
$150,000 for Mr. McCallion, basedearly 2021. MetLife focused its limited salary increase budget in the U.S. and most other markets on his 2018 performance and additional responsibility for MetLife Holdings.
$120,000 for Mr. Goulart, based on his 2018 performance.
$110,000 for Mr. Tadros, based on his 2018 performance and promotion toemployees below the Assistant Vice President U.S. Business May 1, 2019.level.
Annual Incentive Awards The MetLife Annual Variable Incentive Plan (AVIP), provides eligible employees, including Executive Group members,Officers, the opportunity to earn annual cash incentive awards. For awards for 20192021 performance, AVIP was administered as a Cash-Based Awards program under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (2015 Stock and IncentivePlan). The 2019 2021 AVIP awards are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The Committee also made a cash incentive award to Mr. Kandarian for his partial-year 2019 performance. This award is also reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
AVIP Performance Funding Each year, the Committee endorses the maximum aggregate amountfunding available for AVIP awards for administrative (non-sales) employees around the world, approximately 28,00024,000 employees for 2019.2021.Consistent with past practice, this approach uses an AVIP PerformanceFunding Level, a number based on the Company’s Adjusted Earnings compared to the Company’s 2019 2021 Business Plan, multiplied by the total annual incentive compensation planning targets for all eligible employees, subject to the Committee’s assessment of overall performance and other relevant factors. The Committee uses Adjusted Earnings as a key metric because doing so aligns compensation with bottom-line performance that generates shareholder value over time. Using Adjusted Earnings, rather than GAAP net income, focuses on the Company’s primary businesses excluding the impact of market volatility, which could distort results, and revenues and costs related to areas such as non-core products, divested businesses, and discontinued operations. Adjusted Earnings excludes the impact of net investment gains and losses and net derivative gains and losses, which helps mitigate the potential for excessive risk-taking. Adjusted Earnings also enhances shareholders’ understanding of MetLife’s results without the impact of asymmetrical and non-economic accounting for certain net derivatives gains and losses and certain hedging activity. To facilitate prudent risk management, the Company’s Company calculates Adjusted Earnings is modified to eliminate for AVIP by eliminating the impact (if any) of variable investment income (VII) on an after-tax basis (VII) that was higher or lower than the Business Plan goal by 10% or more (Adjusted Earnings for AVIP).more.
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The Committee’s methodology to determine the AVIP Performance Funding Level is outlined in the following chart, indicating how the Performance Funding Level changes relative to Adjusted Earnings performance against the Business Plan goal:
The Compensation Committee used the same methodology for 20192021 to determine totalmaximum available AVIP funding for awards to all eligible employees, based on Adjusted Earnings compared to Business Plan, as it has used for the past several years. The following chart outlines the methodology and the Company’s 2021 performance:The Committee’s approach avoids providing incentives for employees to take excessive risk.risk: | • | Adjusted Earnings excludes net investment gains and losses and net derivative gains and losses. |
| • | The AVIP funding formula further excludes VII on an after-tax basis that is more than 10% higher or lower than the Business Plan goal. This avoids excessive rewards or penalties due to volatile investment returns. As a result, it eliminates any incentive to take excessive risk in the Company’s investment portfolio and so facilitates prudent risk management. VII for 2021 was significantly above this range on an after-tax basis by $3,157 million, net of income tax. As a result, Adjusted Earnings for AVIP purposes was reduced by that amount. |
| • | The AVIP funding formula is not an unlimited function of revenues. Rather, this approach caps the amount available for AVIP awards and is a function of financial measures that take account of the Company’s costs and liabilities. |
The Adjusted Earnings excludes net investment gains that the Committee used for 2021 AVIP Performance Funding was above the 2021 Business Plan target. These results were driven by favorable market factors, non-COVID-19 related business performance and losses and net derivative gains and losses.tax items, partially offset by the unfavorable impact of the annual actuarial assumption review. TheFor purposes of determining 2021 AVIPAdjusted Earnings, as noted, Adjusted Earnings was reduced by $3,157 million per the VII collar design feature (i.e., the formula excludes VII on an after-tax basis that is more than 10% higher or lower than the Business Plan goal. This avoids excessive rewards or penalties due to volatile investment returns. goal). As a result, it does not create an incentive to take excessive risk indescribed below, the Company’s investment portfolio and so facilitates prudent risk management. VIICommittee also modified Adjusted Earnings for 2019 was $103COVID-19 catastrophe losses above-Plan by $1,051 million, net of income tax, above this range. As a result, the Committee reduced Adjusted Earnings by that amount. This approach is not an unlimited function of revenues. Rather, this approach caps the amount that can be generated for AVIP awards, and is a function of financial measures that take account of the Company’s costs and liabilities.
The Adjusted Earnings that the Committee used for AVIP Performance Funding was above the 2019 Business Plan target. These results reflected favorable performance as well as favorable tax items and market factors, partially offset by the annual actuarial assumption review.
For purposes of determining 2019 AVIP Adjusted Earnings, the Committee modified Adjusted Earnings for certain items. tax. The net result was a 6.7% reduction$2,106 million (net of income tax) or 26.5% decrease to Adjusted Earnings for AVIP Purposes. purposes as shown below:VII adjustment per AVIP design feature | | | | | | | | ($3,157) | COVID-19 above-Plan adjustment | | | | | $1,051 | | Reason for Decrease | | |
(Decrease)
(in millions)
| | | | | | | | Reversal of prior U.S. tax reform charges | | |
| ($164 | ) | | | Reversal of a prior uncertain tax position | | |
| ($222 | ) | | | Total decreasechange to Adjusted Earnings for AVIP | | | ($2,106) |
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COVID-19.Reversal Based on facts and circumstances at the time that the Business Plan was prepared, COVID-19 was not expected to continue to be an unprecedented catastrophic event for the full year 2021. In late 2020 and into early 2021, the rollout of priorvaccines was imminent and external experts predicted improvements in the first half of 2021. As such, the 2021 Business Plan assumed that COVID-19 would diminish significantly in the third quarter and become insignificant in the fourth quarter. The degree of vaccine hesitancy—notably in the U.S. Tax Reform charges., MetLife’s largest life insurance business—and the Delta variant’s emergence (which had greater global impact on mortality than earlier strains) had a significant impact. The Omicron variant also had an impact in certain parts of the world during 2021. Consistent with past practice, Despite the 2021 Business Plan having been informed by detailed internal analysis and external thought leadership, management’s assumptions at the time of its creation could not have anticipated the length and continued impact of the pandemic, the incidence and nature of claims, and the extent of death benefits payable throughout 2021. Therefore, the Committee, neutralizedfocusing on the beneficial as well as detrimental effectsimpact for MetLife’s 24,000 AVIP participants, applied informed judgment to neutralize for AVIP funding purposes the above-Plan claims for these catastrophic losses experienced in 2021. This action recognized the extraordinary dedication of U.S. tax reform beyond providedAVIP participants around the world during this unprecedented pandemic, and supported the Company’s ability to attract and retain talent during a particularly challenging period in MetLife’s Business Plan. In determining Adjusted Earningsthe labor market. Without adjusting for prior years’ AVIP,COVID-19, the Company excluded U.S. tax reform-related charges. In 2019, the Company reversed such a charge by $164 million, net of income tax, as it resolved issues with the Internal Revenue Service (IRS2021 AVIP funding performance factor would have been 84.8% (versus 126.8%). The Committee believed this formulaic result to be inconsistent with Company management recommended —results that included increased CoreAdjusted EPS of 42% from 2020 results, CoreAdjusted ROE of 16.5% (well above our 12%-14% target), and a CoreDirect Expense Ratio of 11.6% (40 basis points better than 2020). However, while the Committee endorsed — that management should not benefit from this charge reversal,approved an AVIP funding performance factor approximately 26% above target and that 2019 Adjusted Earningsprior year by excluding COVID-19 catastrophe losses above-Plan for AVIP purposes should be reduced by this amount. 2021, Reversal of a Prior Uncertain Tax Position. In determining Adjusted Earnings for prior years’ AVIP, the Company excluded charges related to an uncertain tax position for a wholly-owned U.K. subsidiary. As disclosed in its 2019 Proxy Statement, the Company settled with the IRS for a portion of this charge in 2018, and excluded a reserve release of $338 million, net of income tax, from Adjusted Earnings for 2018 AVIP purposes. In 2019, the Company reached a settlement with the IRS for the remainder of this charge and released reserves of $222 million, net of income tax. Company management recommended — and the Committee endorsed —did not apply the same degree of relief in determining Executive Officers’ AVIP awards. As noted earlier, the Committee approved CEO and Executive Officer AVIP awards that management should not benefit fromwere generally 10% above the prior year, reflecting accountability for Business Plan goals while aligning executive pay with a strong year of enterprise performance in an unpredictable external environment. The final AVIP funding, and moderated Executive Officer AVIP awards, reflect the strong Company performance and recognize remarkable employee dedication to customers and delivery on commitments for all stakeholders during this settlement, and that 2019 Adjusted Earnings for AVIP purposes should be reduced by this amount.unprecedented pandemic. Individual Annual Incentive Awards The Committee endorsed the Executive Group members’ 2019Officers’ 2021 individual annual awards in consideration of the Company’s key financial performance goals and results described in Highlights of Business Results and key aspects of the performance of each of the Named Executive Officers who remain with MetLife (Active Named Executive Officers) relative to their objectives as discussed in Aspects of Individual Performance. Each of these awards is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
Stock-Based Long-Term Incentives (LTI) TheEach year, the Committee endorses the award value of LTI for approval by the Independent Directors in consideration of the Company’s key financial performance goals and results as part of MetLife’s Total Compensation program. The Company’s LTI is comprised ofincludes Performance Shares, Restricted Stock Units, Stock Options, and, in some cases outside the United States, cash payable equivalents. The Committee endorses the number of Performance Shares and Restricted Stock Units (and cash payable equivalents) inunder each award by dividing that portion of the LTI award value by the Share closing price on the grant date. The number of Stock Options (and cash-payable equivalents) inunder the award is determined by dividing that portion of the LTI award value by one-third of the Share closing price on the grant date. If the Share closing price on the grant date is outside a 15% range (higher or lower) of the average Share closing price for the year to date, MetLife uses that average closing price instead of the closing price on the grant date to determine the number of units inunder each LTI award. Stock Options The Company grants Stock Options with an exercise price equal to the closing price of Shares on the grant date. The value of Stock Options depends exclusively on increases in the price of Shares. One-third of each award of Stock Options becomes exercisable on each of the first three anniversaries of the date of grant. TABLE OF CONTENTS Restricted Stock Units The Company delivers Shares for Restricted Stock Units after the end of a predetermined vesting period. Awards generally vest in thirds, and Shares are delivered, after each of the first three anniversaries of the grant date (assuming for awards the Committee granted in 2017 and earlier that the Company met goals set for purposes of Section 162(m) of the United States Internal Revenue Code (the Code)) (see “Tax Considerations” in How Do We Manage Risk Related to Our Compensation Program).date. From time to time, the Company grants Restricted Stock Units that vest in their entirety on the third or later anniversary of their grant date. It does so in order to encourage a candidate to begin employment with MetLife (especially where the candidate would forfeit long-term compensation awards from another employer by doing so) or as a means of reinforcing retention efforts, particularly in cases of exceptional performance, critical skills, or key roles. Performance Shares The CompanyMetLife delivers Shares forto settle Performance SharesShare awards after the end of a three-year performance period. The Performance Factor MetLife uses to determineperiod, with the number of Shares paid dependsdetermined by Company performance.performance against pre-established goals for each three-year period.
The Compensation Committee has established performance metrics for Performance Share awards using: the Company’s Adjusted ROE compared to its Business Plan goals; and
The Committee chose uses Adjusted ROE because it directly supports the Company’s strategy to achieve superior shareholder returns. Adjusted ROE focuses employees on the efficient use of capital, which will drive TSR over time. Adjusted ROEis Adjusted Earnings divided by average common stockholders’ equity. The use of TSR ensures that final awards are aligned with our shareholders’ experience. The Performance Share metrics thus include one absolute measure, (Adjusted ROE)Adjusted ROE, to directly link to the Company’s Business Plan, and one relative measure, (TSR)TSR, based on the TSR Peer Group, which reflects our business model and global reach, and includes key competitors for business and/or investors.Each of these two factors is measured over the three-year performance period and each is weighted equally. The overall maximum performance factor is 175%. For awards made in 2017 and earlier, payment was subject to the satisfaction of the applicable Section 162(m) goals. The performance goal for Adjusted ROE is established at the beginning of each three-year performance period and is based on a rigorous long-range business planBusiness Plan vetted, and approved by the Board of Directors. This Business Plan is informed by macroeconomic forecasts as well as industry and peer performance. For awards made in 2018 and earlier, the Committee may consider how events such as significant unplanned acquisitions or dispositions, unplanned tax, accounting and accounting presentation changes, and unplanned restructuring or reorganization costs affect the Company’s Adjusted ROE.
For awards made in 2019 and later, the Committee may modify the Adjusted ROE performance factor component only if it determines that a significant event, standing alone, changed the Adjusted ROE performance result compared to the Company’s Business Plan. “Significant Events” include accounting changes, business combinations, restructuring, nonrecurring tax events, common share issuance or repurchases, catastrophes, litigation, and regulatory settlements, asbestos and environment events, certain specified classes of non-coupon investments, and other significant nonrecurring, infrequent, or unusual items.
If the Committee determines in its informed judgment that an event has or will have a substantial effect on the business or TSR of a TSR Peer Group company, it will remove that company from the list. Such events include bankruptcies, insolvencies, delisting, and divestitures, mergers, acquisitions, or similar transactions that significantly change the major markets or operational scope of business.
Notably, and consistent with previous years, the performance metrics call for a cap to the Performance Factor at 100% if the Company’s TSR for the performance period is zero or negative. This applies even if the Company’s Adjusted ROE exceeds the performance goal and the Company’s TSR outperforms its peers. This cap is an overall safeguard to ensure alignment with shareholders.
The Board has also set Adjusted ROEBusiness Plan goals that require a meaningful stretch from prior goals and performance, considering the Company’s commitment to responsible growth through management performance, while also considering tax changes, accounting changes, and movements in currency exchange rates, interest rates, and other market factors. The payout for these Performance Share awards will beare disclosed after the end of each performance period. The Committee will modify the Adjusted ROE performance factor component if it determines that a “Significant Event”, standing alone, changed the Adjusted ROE performance result by at least 1% compared to the Company’s Business Plan. “Significant Events” include accounting changes, business combinations, restructuring, nonrecurring tax events, common share issuance or repurchases, catastrophes, litigation and regulatory settlements, asbestos and environment events, certain specified classes of non-coupon investments, and other significant nonrecurring, infrequent, or unusual items. If an event has or will have a substantial effect on the business or TSR of a TSR Peer Group company, the Committee will remove that company from the list. Such events include bankruptcies, insolvencies, delisting, and divestitures, mergers, acquisitions, or similar transactions that significantly change the major markets or operational scope of business. Notably, and consistent with previous awards, the performance factor will be capped at 100% if the Company’s TSR for the performance period is zero or negative. This applies even if the Company’s Adjusted ROE exceeds the performance goal and the Company’s TSR outperforms its peers. This cap is an overall safeguard to ensure alignment with shareholders. TABLE OF CONTENTS
With respect toFor the TSR component of the Performance Factor, the Committee assessesperformance factor, the Company’s performance is compared against competitors around the world to reflect MetLife’s business model and global reach. As a result, the TSR metric reflectsuses the TSR Peer Group, a group of competitors for capital, business, and executive talent that is more globally diverse than the Comparator Group the Committee uses for peer Total Compensation purposes. The Compensation Committee reviewed the TSR Peer Group in 2018 and updated it for 2019 awards to ensure it reflected key competitors for business and/or investors. See the 2019 Proxy Statement for more information. The Committee made no changes for 20202022 awards. TABLE OF CONTENTS
2019-2021 Performance Share Payout
The following charts show the metrics the Committee usesused to determine the Performance Factor,performance factor for awards granted in 2019 and how the outcome iswas tied to Company performance. The charts also reflectperformance relative to the Committee’s determination of the Performance Factorperformance goals for the 2017-20192019-2021 performance period; this award vested at the end of 2019.period. The Committee established Adjusted ROE performance goals for the 2017-20192019-2021 Performance Shares (and cash equivalents) in early 2017. 2019.TABLE OF CONTENTS In determiningmeasuring performance for this period, as required under the performance factor for that period,terms of the Performance Share Awards (Awards), the Committee modified:modified the calculation of the Adjusted ROE performance component based on “Significant Events” as defined in the Awards, each of which had an effect on Adjusted ROE performance result by at least 1% compared to the Company’s three-year Business Plan. These “Significant Events” were:the goalTax matters: The Committee made adjustments for certain tax matters specifically for a reserve reversal for an uncertain tax position related to exclude Brighthouse Financiala wholly-owned U.K. subsidiary and the impacteffects of its separation;U.S. tax reform that met the criteria of a Significant Event, not contemplated at the time the three-year Business Plan was developed, to eliminate both benefits as well as detriments. This resulted in a $386 million decrease to Adjusted Earnings and the corresponding average equity impact. VII outside +/- 10% of earnings: For the three-year period, VII was well above the three-year Business Plan, driven by very favorable private equity performance and met the criteria of a Significant Event, resulting in a $3.3 billion decrease to Adjusted ROE results for 2019Earnings and the corresponding average equity impact. Sale of Property & Casualty business: The sale of the MetLifeProperty & Casualty business announced during the fourth quarter of 2020 was finalized in the second quarter of 2021, and met the criteria of a Significant Event, resulting in a $335 million increase to Adjusted Earnings and corresponding decrease in average equity to adjust for the same items it excludedgain on the sale of the MetLife Property & Casualty business. Change in determiningcommon share issuances or repurchases (average equity only): Over the total fundingthree-year period, share repurchases were impacted most significantly in 2020 as the Company stopped repurchasing shares for 2019 AVIP awards, and for the same reasons (see “Annual Incentive Awards” above); Adjusted ROE results for 2019 to exclude a $389 million, net of income tax, benefit from a lower than expected effective tax rateseveral quarters due to tax reformthe economic uncertainty resulting from the COVID-19 pandemic. This change met the criteria of a Significant Event, resulting in a decrease to average equity.
COVID-19 catastrophe losses: COVID-19 was considered a “catastrophe,” as a catastrophe for life insurers is understood to include a pandemic as a mortality-related catastrophe. As such, the United States enactedpandemic met the criteria of a Significant Event, resulting in 2018, long after the Company set its 2017-2019 Business Plan;a $1.5 billion increase to Adjusted Earnings and corresponding average equity impact. Without these Significant Event adjustments for Adjusted ROE results for 2018 and 2017. Each year is included as either, the first, second, or third year of one of three Performance Share performance periods. The Company explainedPerformance Factor under the modifications for 2018 and 2017 in MetLife’s prior Proxy Statements for purposes of prior Performance Share performance factors.
2019-2021 period would have been higher: 156.3% versus 141.3%. TABLE OF CONTENTS | | | | | | 78 | | | 2022 Proxy Statement
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Value Realized From Performance Shares/Units Vested in 20192021 This table shows how the performance factor and change in Share value affected the value that award holders realized from 2017-20192019-2021 Performance Shares (or cash equivalents): At Grant | | | 1,000 | | | February 26, 2019 | | | 44.65 | | | 44,650 | At Board approval of 141.3% Performance Factor | | | 1,413 | | | February 22, 2022 | | | 68.96 | | | 97,440 | Award Value at Board approval of Performance Factor
as a % of Award Value at Grant
(reflects Performance Factor and change in Share price) | | | 218% |
| | | | | | | | | | | | | | | | | | | | | | | | | | 2017-2019 Performance Shares/Units - Realized Value Illustration | | | | | | | | | | | | | | | | Event | | # of Shares/Units
(example only) | | Date | | Share Price ($) | | Award Value
(pre-tax) ($) | | | | | | | | | | | | | | At Grant | | 1,000 | | February 28, 2017 | | 46.85 | | | 46,850 | | | | At Board approval
of 91.4% Performance Factor | | 914 | | February 25, 2020 | | 47.58 | | | 43,488 | | | | | | | | | | | | | | | | | | | | | | Award Value at Board approval of Performance Factor
as a % of Award Value at Grant
(reflects Performance Factor and change in Share price) | | 92.8% | | | | | | | | | | | | | | | | | | | |
The Share Price At Grant reflects an adjustment to the February 28, 2017 closing price due to the Brighthouse Financial Separation, which occurred after the Committee granted the Performance Shares. The adjustment is necessary for illustration of this hypothetical because award holders, unlike shareholders, received no Brighthouse Financial, Inc. common stock. The Share Price At Board approval of the performance factor is the Share closing price on February 25, 2020.
Award Value differs from the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718; the grant date fair value was disclosed in the Company's 20182019 Proxy Statement on the Grants of Plan-Based Awards table. For more information, see Option Exercises and Stock Vested. Outstanding Performance Shares continue to vest, subject to the same performance metricsdesign as recent awards.the 2019-2021 award. As a result, theirthose Performance Shares continue to reflect MetLife’s Adjusted ROE performance and TSR. For more information, see Outstanding Equity Awards.
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Phantom Stock-Based Awards The Company grants cash-settled stock-based awards (Phantom Awards) to employees based outside the United States, if paying cash is more appropriate than delivering Shares in light of tax and other regulatory circumstances. Each such vehicle has the same LTI award value, performance metrics, and vesting requirements as its Share-payable equivalent. Each Unit Option represents the right to receive a cash payment equal to the closing price of a Share on the surrender date chosen by the employee, less the closing price on the grant date. One-third of each award of Unit Options becomes exercisable on each of the first three anniversaries of the date of grant.
Performance Units are units that, if they vest, are multiplied by the same performance factor used for Performance Shares for the applicable period and payable in cash equal to the closing price of a Share. Payment for Performance Units granted in 2017 and earlier was contingent on Company achievement of goals set for Section 162(m) purposes.
Restricted Units are units that vest on the same schedules as Restricted Stock Units and, if they vest, each is payable in cash equal to the closing price of a Share on the vesting date. Payment for Restricted Units granted in 2017 and earlier that vest and pay out in three annual installments was contingent on Company achievement of goals set for Section 162(m) purposes.
Vesting Employees whose combined age and complete years of MetLife employment is 65 or more, with at least 5 complete years of MetLife employment (the Rule of 65)65), will retain their awards following the end of their employment, unless discharged for cause.cause, and subject to the below restrictive covenants. Restrictive Covenants In order to protect the Company, MetLife’s LTI provides that Executive Group membersOfficers who leave MetLife and provide services to a competitor, or any employee who violates MetLife’s U.S. agreement to protect corporate property or disparages MetLife, may lose those awards. The agreement to protect corporate property protects MetLife’s ownership of its property and information (including intellectual property), and prohibits the employee from interfering with MetLife’s business or soliciting MetLife’s employees or certain of its agents to leave MetLife until 18 months following the end of employment.
Retirement and Other Benefits MetLife recognizes the importance of providing comprehensive, cost-effective benefits to attract, retain, engage, and motivate talented employees. The Company reviews its benefits program from time to time and makes adjustments to the design of the program to meet these objectives and to remain competitive with other employers. U.S.-Based Pension Program The Company sponsors a pension program in which all eligible U.S.-based employees, including each U.S.-based Executive Group member,Officer, participate after one year of service. The program rewards employees for the length of their service and, indirectly, for their job performance because the amount of benefits increases with the length of employees’ service and the salary and annual incentive awards they earn. The program includes the MetLife Retirement Plan (the Retirement Plan)Plan) and the MetLife Auxiliary Retirement Plan (. The Auxiliary Retirement Plan), an unfunded nonqualified plan. The Auxiliary Retirement Plan provides pension benefits that would apply under the (qualified) Retirement Plan if U.S. tax limits on eligible compensation did not apply. It provides no additional or special benefits for Executive Group members.Officers. The same compensation formulaformulas were used for benefits accrued in both plans in 2019.2021.Pension Plans Applicable to Mr. Khalaf From January through April, 2019, Mr. Khalaf accrued benefits for his compensation and service underis a legacy participant in the Deferred Compensation Plan for Globally Mobile Employees (the Globally MobileGlobal Plan),which rewards employees with benefits based in part on length of service and in part on final average base salary. From May, 2019 to year-end 2019,the Overseas Plan. Mr. Khalaf accrueddid not accrue any benefits for his compensation and service in 2021 under either plan. However, his potential early retirement reduction factor under each plan changed as a result of the U.S.-Based Pension Program.difference in his age from year-end 2020 to year-end 2021.
At no time did Mr. Khalaf accrue benefits for his 2019 compensation and service under more than one program.
For additional information about pension benefits for the Named Executive Officers, see Pension Benefits.
401(k) Program for U.S.-Based Executives The Company sponsors a 401(k) program for U.S. based employees in which each U.S.-based Executive Group memberOfficer is eligible to contribute a portion of eligible compensation. U.S. employees are also eligible for employer matching contributions in order to encourage and reward such savings. The program includes the MetLife 401(k) Plan (the 401(k) Plan)Plan), a tax-qualified defined contribution plan that includes pre-tax deferrals,contributions, Roth contributions, and after-tax employee contributions, and employer matching contributions under Internal RevenueU.S. Tax Code Section 401(k). The program also includes the MetLife Auxiliary Match Plan (Auxiliary Match Plan), an unfunded nonqualified deferred compensation plan. The Auxiliary Match Plan provides employer matching contributions for employees who elect to contribute to the 401(k) Plan and who have compensation beyond annual Internal RevenueU.S. Tax Code limits. Employer matching contributions for the Named Executive Officers are included in the “All Other Compensation” column of the Summary Compensation Table. Because the Auxiliary Match Plan is a nonqualified deferred compensation plan, the Company’s contributions to the Named Executive Officers’ accounts, and the Named Executive Officers’ accumulated account balances and any payouts made during 2019,2021, are reported in the table entitled Nonqualified Deferred Compensation. TABLE OF CONTENTS U.S.-Based Nonqualified Deferred Compensation Program The Company sponsors a nonqualified deferred compensation program for employees at the Assistant Vice President level and above in the U.S., including each Executive Group member.Officer. The opportunity to delay paying taxes on the compensation, and for tax-deferred simulated investment returns, encourage employees to remain with the Company. See Nonqualified Deferred Compensation for amounts of nonqualified deferred compensation reported for the Named Executive Officers.
Perquisites The Company provided Executive Group membersOfficers limited perquisites in 2019. The Company leases an aircraft for purposes of efficient business travel by the Company’s executives. The CEO may occasionally use the Company’s aircraft for personal travel, but the Company does not require the CEO to use the Company’s aircraft for business or personal purposes. The CEO must reimburse the Company for any personal use that exceeds $200,000 in incremental cost in any calendar year.2021.
To maximize the accessibility of Executive Group members,Officers, the Company makesmade leased vehicles and drivers or other car services available to executives for commuting and personal use. The Company leases an aircraft for purposes of efficient business travel by the Company’s executives. While the CEO may occasionally use the Company’s aircraft for personal travel, Company policy does not require him to use the Company’s aircraft for all personal travel. The Company also does not pay, or gross-up any compensation to cover, the CEO’s income taxes on this or other perquisites. For recordkeeping and administrative convenience, of the Company the Company payspaid certain other costs, such as thoseincidental personal expenses for travelExecutive Officers related to business functions. The Company’s incremental cost for these items was less than $1,300 for each of the Named Executive Officers. Each of Mr. Khalaf’s and mealsMcCallion’s previous MetLife service in EMEA caused multi-jurisdiction tax complexity that persisted for family members accompanying Executive Group members on business functions.several years after transfer to the U.S. As a result, MetLife, Inc. provided each with tax return preparation services in 2021. To promote the CEO’s safety while not at MetLife’s offices, the Company provides limited security services to Mr. Khalaf. The Company holds events to facilitate and strengthen its relationship with customers, potential customers, and other business partners, such as events at MetLife Stadium. The Company occasionally allows employees, including the Executive GroupOfficers, their family members, and their family members,personal guests, personal use of its facilities at MetLife Stadium, to the extent space at such events is available or the facilities are not in use for business purposes.
MetLife transferred Mr. Khalaf from the United Arab Emirates to the United States beginning in 2017. In 2019, MetLife provided home purchase support, professional tax services, final shipmentEach of his family’s home furnishings, and tax make whole for the shipment benefit, each consistent with the Company’s current policy.
Mr. McCallion’s previous MetLife service in EMEA caused multi-jurisdiction tax complexity that persisted for several years after his return to the U.S. As a result, MetLife, Inc. agreed to provide Mr. McCallion with tax return preparation services with respect to 2019.
Aside from limited tax equalization and gross-ups forthese Executive Group members based outside or relocating to the United States, each Executive Group memberOfficers is responsible for any personal income taxes due as a result of receiving these benefits.
The incremental cost of perquisites provided to the Named Executive Officers in respect of 2019for 2021 is included in the “All Other Compensation” column of the Summary Compensation Table, if the total cost of those perquisites for that executive exceeded $10,000.
Potential Termination Payments Severance Pay and Related Benefits The following describes the Company’s standard severance program and how it was applied in 2019.program. The Company may, in the future, enter into severance agreements that differ from the general terms of the program where business circumstances warrant. If the employment of a U.S.-based Executive Group memberOfficer ends involuntarily due to job elimination or, in limited circumstances, due to performance, he or she may be eligible for the severance program available to substantially all salaried employees. The program generally provides employees with severance pay, outplacement services, and other benefits. Employees terminated for cause, as defined under the program, are not eligible. The amount of severance pay reflects the employees’ salary grade, base salary rate, and length of service. The severance pay formula for officer-level employees is potentially higher than that for other employees. Longer-service employees receive greater payments than shorter-service employees, given the same salary grade and base salary. Depending on the terms of the individual’s particular award, employees who meet the Rule of 65 or other applicable age and service criteria retain their outstanding LTI. Otherwise, employees who receive severance pay also generally receive a pro rata cash payment in consideration of certain unretainedforfeited Performance Shares and Performance Units (generally, those awards granted in prior calendar years). On April 30, 2019, Executive Vice President, Global Technology and Operations, Martin J. Lippert, left MetLife. The Company entered into a separation agreement with Mr. Lippert. For more information, see “Separation Arrangements for Mr. Lippert” in Potential Payments upon Termination or Change-in-Control .Change-in-Control Arrangements The Company has adopted arrangements that wouldregarding the impact on the Executive Group members’Officers’ compensation and benefits uponin the event of a change-in-control of MetLife. None of the Executive Group members isOfficers are entitled to any excise tax gross-up either on severance pay or on any other benefits payable in connection withthe event of a change-in-control of the Company. The Company established the MetLife Executive Severance Plan ((the Executive Severance Plan) in 2007 to apply to all Executive Group membersOfficers and replace individual change-in-control agreements. TABLE OF CONTENTS The Board determined the terms of the plan based on its judgment of what is necessary to maximize shareholder value should a change-in-control occur. The Company designed the elements of its change-in-control definition to include circumstances where effective control over the Company would be captured by interests that differ substantially from those of the broad shareholder base the Company now has, without impinging on the Company’s flexibility to engage in transactions that are unlikely to involve such a transformation. An Executive Group memberOfficer who receives benefits under the Executive Severance Plan would not also be eligible to receive severance pay under the Company’s severance plan that is available to substantially all salaried employees. The Executive Severance Plan does not provide for any payments or benefits based solely on a change-in-control of MetLife. Rather, the Plan provides for severance pay and related benefits only if the executive’s employment also ends under certaindefined circumstances. The Company’s LTI also includes change-in-control arrangements.provisions. Under these arrangements,provisions, MetLife or its successor may substitute an alternative award of equivalent value and vesting provisions no less favorable than the award being replaced. Only if such substitution does not occur would the awards vest immediately upon a change-in-control.
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| | | | | | How do we review compensation against peer companies??
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The Compensation Committee periodically reviews the competitiveness of MetLife’s Total Compensation framework using data reflecting a comparator group of companies in the insurance and broader financial services industries with which MetLife competes for executive talent (the Compensation Comparator Group). The Committee chose the members of the Comparator Group based on the size of the firms relative to MetLife and the extent of their global presence or their similarity to MetLife in the importance of investment, and risk management to their businesses, as well as their being competitors for executive talent. It reviews the composition of the Comparator Group from time to time to ensure that the group remains an appropriate comparator group for the Company. In determining the Executive Group member’s Officer’s Total Compensation for 2019,2021, the Committee considered the increasingly global nature of the Company’s business and the Company’s size, scope, and complexity relative to its peers, the challenges the Executive GroupOfficer manages, and the Committee’s expectations for the executive’s and the Company’s performance. MetLife’s competitive compensation philosophy is generally to provide Total Compensation around the size-adjusted median for like positions at Comparator Group companies, taking into account MetLife’s assets, revenue, and market capitalization relative to other companies in the Comparator Group. As a result, the Committee considered an Executive Group member’s Officer’s Total Compensation to be competitive if it fell within a reasonable range of that size-adjusted median. While the Committee considers the competitive range, its compensation decisions are also based on individual factors such as performance, expectations of contributions to future performance, experience, and retention considerations. The Committee reviewed individual elements of the Executive Group members’ Officers’ Total Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation.Compensation. For 20192021 performance and expectations of future contributions, each Full-Year Named Executive Officer’s Total Compensation fell within or close to the 80% to 120% range of the point representing the size-adjusted median for the executive’s 20192021 position.
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MetLife is excluded from the Comparator Group when determining its percentile.
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Comparator Group and Performance Share TSR Peer Group MetLife competes for executive talent with the compensation Comparator Groupcompanies in the insurance and broader financial services industries. These companies also disclose compensation data that allows the Company to make useful comparisons. The Performance Share global TSR Peer Group includes MetLife’s key publicly-traded insurance company competitors for business and/or investors. These competitors face business challenges similar to those MetLife faces, and therefore make more appropriate performance comparators than do some of the Comparator Group companies. TABLE OF CONTENTS | | | | | | | | | | | | | | | Performance Share
TSR Peers
(Insurance Companies)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Aflac | Manulife | | American Express | JPMorgan Chase | | Compensation2022 Proxy Statement
Comparator Group
(Insurance and
Financial Services
Companies)
| | | | AIG | Prudential | | Bank of America | Morgan Stanley | | | | | Allstate | Sun Life | | Citigroup | U.S. Bancorp | | | | | AXA | Travelers | | HSBC | Wells Fargo | | | | | The Hartford | | | | | | | | | | | | | | | | | | | | Allianz | Lincoln National | | | | | | | | | | Chubb | Principal Financial | | | | | | | | | | Dai-ichi | Prudential plc | | | | | | | | | | Globe Life Inc. | Unum | | | | | | | | | | Legal & General | Zurich | | | | | | | | | | | | | | | | |
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| | | | | | How do we manage risk related to our compensation program??
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Risk Management MetLife’s compensation program leverages best practices and has a number of features that contribute to prudent decision making and do not incent executives to take excessive risks. | | | | | | | | | | | | Incentive compensation
aligned with risk
management | | | • Adjusted Earnings – an important incentive compensation metric – excludes net investment gains and losses, and net derivative gains and losses -– Executives are not penalized for hedging business exposures to various risks inherent in a number of products, and not rewarded when the hedging positions benefit the Company
-– Executives are not rewarded for harvesting capital gains beyond prudent capital and risk management
-– Aligns with Company policy not to use derivatives for speculative purposes
• AVIP VII collar facilitates prudent risk management • Company assesses Executives’ performance in risk management and governance practices | | | | | | | | | | | | | Long-term focus | | | • Three-year overlapping performance periods and vesting for long-term incentive compensation
• Time horizons for compensation reflect the extended time horizons forto realize the results of many business decisions | | | | | | | | | | | | | Performance-based compensation recoupment (“clawback”) policy | | | • Applies to all employees, including Executive Group membersOfficers
• Company may seek to recoup performance-based compensation with respect to period of misconduct
• Misconduct is fraudulent or other wrongful conduct that causes the Company or its business financial or reputational harm, including an accounting restatement required by material noncompliance with financial reporting requirements
• For Executive Group members,Officers, Company may also seek to recoup compensation based on materially inaccurate performance measures, regardless of fault • Reinforces Company’s intent to consider recovering compensation where the policy applies
| | | | | | | | | | | | | Hedging and pledging policies | | | • Directors and employees, including Executive Group members,Officers, may not short-sell, hedge, trade in put and call options in, or pledge their Company securities
• Intended to prevent a misalignment, or appearance of misalignment, of interests with shareholders | | | | | | | | | | | | | Annual risk-review of incentive compensation programs | | | • Chief Risk Officer reviews programs and reports to the Compensation Committee
• Intended to ensure that programs do not encourage excessive risk-taking
• Analyzes performance measures, performance periods, payment determination processes, management controls, and risk management processes
• Chief Risk Officer concluded for 2021 that compensation programs did not encourage excessive risk-taking and, as a result, are not reasonably likely to have a material adverse effect on the Company | | | | | | | | | | | | | Share ownership requirements | | | • Ensure that executives’ interests are aligned with those of shareholders
• Encourage prudent risk-taking to the long-term benefit of shareholders
• Apply to employees at Senior Vice-President level and above, including Executive Group membersOfficers
• Require retention of all net Shares acquired from compensation awards to achieve and maintain ownership at or above the requirement | |
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Executive Share Ownership The Share ownership of the Active Named Executive Officers was, as of year-end 2019:March 15, 2022: Name | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | | Requirement
(Multiple of
Annual Base
Salary Rate) | | | Ownership
at or Above
Requirement | | | Compliant with
100% Net
Share Retention
Requirements (1) | | | | | | | | | | | | | | | | | Michel A. Khalaf | | | 7 | | | ✔ | | | ü | | ✔ | | John D. McCallion | | | 4 | | | ✔ | | | ü | | ✔ | | Steven J. Goulart | | | 4 | | | ü✔ | | | ü | | ✔ | | Bill Pappas | | | 4 | | | | | | ü | | ✔ | | Ramy Tadros | | | 4 | | | ✔ | | | ü | | | | | | | | | | | | | | | ✔ |
| | 1
| Requires retention of all net Shares acquired from compensation awards to achieve and maintain ownership at or above the requirement. |
The Company sets Share ownership requirements by level of executive responsibilities, and increases those requirements immediately upon the executive assuming additional responsibilities: Michel Khalaf became CEO on May 1, 2019. His Shareresponsibilities. An executive must retain all net Shares acquired from compensation awards to achieve and maintain ownership requirement increased to 7 times his annual base salary rate at that time. Because he was based outsideor above the United States until mid-2017, MetLife historically granted Mr. Khalaf primarily cash-payable LTI to avoid securities law and other complications. Since 2018, MetLife has granted Mr. Khalaf stock-payable LTI and he is focused on increasing his Share ownership from this LTI.
John McCallion became CFO in 2018. His Share ownership requirement also increased at that time.
Ramy Tadros became President, U.S. Business in 2019. His Share ownership requirement increased at that time.
requirement. Employees may count the value of Shares they or their immediate family members own directly or in trust. They may also count Shares deferred under the Company’s nonqualified deferred compensation program. All Named Executive Officers are at or above the Share ownership requirement with the exception of Bill Pappas, who joined MetLife on November 19, 2019. Mr. Pappas received Share-payable awards in 2019 and 2020 to replace LTI awards he forfeited when he left his former employer, in addition to annual LTI grants, all of which are leading to progress towards his Share ownership requirement. The Company does not count outstanding LTI awards toward these requirements. Nevertheless, each Named Executive Officer has significant outstanding awards deliverable in Shares that further align the executive’s interests with those of shareholders. Bill Pappas joined MetLife on November 19, 2019, and in 2020 received Share-payable awards to replace long-term incentive awards he relinquished when he left his former employer.
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Stock-Based Award Timing Practices The Compensation Committee grants LTI to Executive Group membersOfficers at or around its regularly scheduled meeting in February of each year. The exercise price of Stock Options or Unit Options is the closing price of a Share on the grant date. On the rare occasions when the Committee grants awards in connection with the hiring or change in responsibilities of an Executive Group member,Officer, or in order to encourage the executive to remain employed, it does so coincident with (or shortly after) the hiring, original vesting or payment date of awards from a prior employer forfeited to join MetLife, change in responsibilities, or other related changes. The Company has never granted, and has no plans to grant, any LTI to current or new employees in anticipation of the release of non-public information about the Company or any other company. Tax Considerations Section 162(m) of the United States Internal RevenueU.S. Tax Code limits the deductibility of certain compensation paid to certain executives, but, priorexecutives. The Committee grants nondeductible compensation as it determines to be in the enactmentinterests of the Tax Cuts and Jobs Act of 2017 (the TCJA), exempted certain “performance-based” compensation set before 2018 from those limits. The Company designed Performance Shares, Stock Options, and (with respect to regular awards to Executive Group members), Restricted Stock Units, and cash equivalents granted in 2017 and earlier with the intention of making them eligible for the “performance-based compensation” exemption from Section 162(m) limits. However, the Committee has reserved the right to grant compensation that does not meet Section 162(m) requirements if it determines it is appropriate to do so. The Company expects that some compensation granted or paid after 2017 will no longer be deductible in light of the repeal of the “performance-based” exemption following the enactment of the TCJA.
Company.
Accounting Considerations Stock Options, Performance Shares and Restricted Stock Units qualify as equity-classified instruments whose fair value for determining compensation expense under current accounting rules is fixed on the date of grant. The Compensation Committee endorsed metrics to determine the performance factor applicable to Performance Shares granted from 2013 through 2018, and retained the ability to adjust them, or to consider other factors, should it find that it is appropriate to do so. As a result, MetLife re-measures the fair value of these awards quarterly and recognizes compensation expense that varies from period to period. The Compensation Committee updated the methodology to determine the performance factor applicable to Performance Shares granted in 2019; MetLife expects those awards will qualify for expense reporting on a fixed basis based on the grant date fair value.
MetLife records Phantom Awards, which are settled in cash, as liabilities. It re-measures the liability and corresponding expense quarterly.
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Summary Compensation Table | Michel A. Khalaf
President and
Chief Executive
Officer | | | 2021 | | | 1,350,000 | | | 0 | | | 8,743,585 | | | 1,150,008 | | | 4,650,000 | | | 449,706 | | | 278,074 | | | 16,621,373 | | | 2020 | | | 1,312,500 | | | 0 | | | 7,483,523 | | | 853,094 | | | 4,250,000 | | | 1,270,246 | | | 264,892 | | | 15,434,255 | | | 2019 | | | 1,083,333 | | | 0 | | | 6,741,993 | | | 939,921 | | | 4,500,000 | | | 1,095,313 | | | 210,021 | | | 14,570,581 | John D. McCallion
Executive Vice
Pres. and
Chief Financial
Officer | | | 2021 | | | 900,000 | | | 0 | | | 3,041,310 | | | 400,000 | | | 2,650,000 | | | 347,260 | | | 151,895 | | | 7,490,465 | | | 2020 | | | 887,500 | | | 0 | | | 2,694,114 | | | 307,113 | | | 2,400,000 | | | 358,180 | | | 153,953 | | | 6,800,860 | | | 2019 | | | 808,333 | | | 0 | | | 2,247,358 | | | 313,307 | | | 2,500,000 | | | 301,443 | | | 148,917 | | | 6,319,358 | Steven J. Goulart
Executive
Vice Pres. and
Chief Investment
Officer | | | 2021 | | | 925,000 | | | 0 | | | 3,041,310 | | | 400,000 | | | 2,300,000 | | | 341,030 | | | 121,000 | | | 7,128,340 | | | 2020 | | | 918,750 | | | 0 | | | 2,993,460 | | | 341,245 | | | 2,100,000 | | | 361,179 | | | 124,750 | | | 6,839,384 | | | 2019 | | | 870,000 | | | 0 | | | 2,996,424 | | | 417,746 | | | 2,200,000 | | | 449,969 | | | 154,800 | | | 7,088,939 | Bill Pappas
Executive
Vice Pres., Global
Technology &
Operations | | | 2021 | | | 850,000 | | | 0 | | | 2,661,121 | | | 350,007 | | | 2,200,000 | | | 280,871 | | | 114,000 | | | 6,455,999 | | | 2020 | | | 850,000 | | | 1,800,000 | | | 2,377,132 | | | 0 | | | 2,000,000 | | | 3,542 | | | 32,583 | | | 7,063,257 | | | 2019 | | | 100,256 | | | 2,200,000 | | | 2,394,024 | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,694,280 | Ramy Tadros
President,
U.S. Business | | | 2021 | | | 825,000 | | | 0 | | | 2,661,121 | | | 350,007 | | | 2,200,000 | | | 285,974 | | | 113,000 | | | 6,435,102 | | | 2020 | | | 818,750 | | | 0 | | | 2,245,095 | | | 255,933 | | | 2,000,000 | | | 258,594 | | | 102,750 | | | 5,681,122 | | | 2019 | | | 766,250 | | | 0 | | | 1,498,212 | | | 208,878 | | | 1,750,000 | | | 204,550 | | | 82,650 | | | 4,510,540 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and
Principal
Position
| | | Year (1) | | | Salary
($)
| | | Bonus
($)
| | | Stock
Awards
($)
| | | Option
Awards
($)
| | | Non-Equity
Incentive
Plan
Compen-
sation
($)
| | | Change in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
| | | All Other
Compen-
sation
($)
| | | Total
($)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf
President and Chief Executive Officer (2) | | | 2019 | | | 1,083,333 |
| | | 0 |
| | | 6,741,993 |
| | | 939,921 |
| | | 4,500,000 |
| | | 1,095,313 |
| | | 210,021 |
| | | 14,570,581 |
| | | | | | 2018 | | | 837,492 |
| | | 200,000 |
| | | 2,612,171 |
| | | 410,797 |
| | | 3,500,000 |
| | | 104,564 |
| | | 3,107,238 |
| | | 10,772,262 |
| | | | | | 2017 | | | 740,169 |
| | | 299,988 |
| | | 1,217,739 |
| | | 356,297 |
| | | 2,100,000 |
| | | 505,499 |
| | | 928,324 |
| | | 6,148,016 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven A.
Kandarian
former President and Chief Executive Officer (3) | | | 2019 | | | 512,692 |
| | | 0 |
| | | 8,240,205 |
| | | 1,148,800 |
| | | 1,830,000 |
| | | 0 |
| | | 305,405 |
| | | 12,037,102 |
| | | | | | 2018 | | | 1,550,000 |
| | | 0 |
| | | 8,209,525 |
| | | 1,291,076 |
| | | 5,500,000 |
| | | 584,814 |
| | | 291,330 |
| | | 17,426,745 |
| | | | | | 2017 | | | 1,550,000 |
| | | 0 |
| | | 7,103,183 |
| | | 2,078,380 |
| | | 3,000,000 |
| | | 670,763 |
| | | 324,395 |
| | | 14,726,721 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John D. McCallion
Executive Vice Pres. and Chief Financial Officer | | | 2019 | | | 808,333 |
| | | 0 |
| | | 2,247,358 |
| | | 313,307 |
| | | 2,500,000 |
| | | 301,443 |
| | | 148,917 |
| | | 6,319,358 |
| | | | | | 2018 | | | 597,834 |
| | | 0 |
| | | 428,064 |
| | | 127,151 |
| | | 2,000,000 |
| | | 118,776 |
| | | 71,928 |
| | | 3,343,753 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven J. Goulart
Executive Vice Pres. and Chief Investment Officer | | | 2019 | | | 870,000 |
| | | 0 |
| | | 2,996,424 |
| | | 417,746 |
| | | 2,200,000 |
| | | 449,969 |
| | | 154,800 |
| | | 7,088,939 |
| | | | | | 2018 | | | 776,250 |
| | | 0 |
| | | 2,238,997 |
| | | 352,112 |
| | | 3,000,000 |
| | | 268,474 |
| | | 91,050 |
| | | 6,726,883 |
| | | | | | 2017 | | | 761,250 |
| | | 0 |
| | | 1,691,259 |
| | | 494,863 |
| | | 1,500,000 |
| | | 260,583 |
| | | 90,450 |
| | | 4,798,405 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bill Pappas
Executive Vice Pres., Global Technology & Operations (4) | | | 2019 | | | 100,256 |
| | | 2,200,000 |
| | | 2,394,024 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 4,694,280 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ramy Tadros
President, U.S. Business | | | 2019 | | | 766,250 |
| | | 0 |
| | | 1,498,212 |
| | | 208,878 |
| | | 1,750,000 |
| | | 204,550 |
| | | 82,650 |
| | | 4,510,540 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Martin J. Lippert
former Executive Vice Pres., Global Technology & Operations (3) (5) | | | 2019 | | | 301,923 |
| | | 0 |
| | | 3,370,996 |
| | | 469,961 |
| | | 0 |
| | | 0 |
| | | 1,324,827 |
| | | 5,467,707 |
| | | | | | 2018 | | | 900,000 |
| | | 0 |
| | | 2,612,171 |
| | | 410,797 |
| | | 3,500,000 |
| | | 338,133 |
| | | 120,000 |
| | | 7,881,101 |
| | | | | | 2017 | | | 847,500 |
| | | 0 |
| | | 2,029,549 |
| | | 593,833 |
| | | 2,100,000 |
| | | 324,514 |
| | | 4,500 |
| | | 5,899,896 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1
| | 1 | Under SEC rules, the Summary Compensation Table includes compensation to a Named Executive Officer for 2018 or 2017 solely to the extent that it was disclosed in either of the Proxy Statements for the prior two years. Mr. McCallion was not a Named Executive Officer in the Company's 2018 Proxy Statement. Neither Mr. Pappas nor Mr. Tadros was a Named Executive Officer in the Company’s 2019 or 2018 Proxy Statement. |
| | 2 | Amounts for Mr. Khalaf in this table and other executive compensation disclosure in this Proxy statement that were denominated, accrued, earned, or paid in United Arab Emirates Dirham (AED); dollars have been converted to U.S. dollars at a rate of U.S.$1 = AED3.673.
|
The “Bonus” column presents Mr. Khalaf’s transition allowances in 2017 and 2018 for purposes such as travel and other incidental costs in connection with his transfer to the United States in lieu of a variety of benefits generally available to other relocating employees. Mr. Khalaf agreed to repay his relocation-related payments, in whole or in part, if he left MetLife voluntarily or MetLife terminated his employment for misconduct within 12 months after his transition.
The Company reported $2,892,980 in estimated tax make-whole as a component of Mr. Khalaf’s 2018 All Other Compensation in the 2019 Proxy Statement. The Company based that amount on an estimate of such benefits. It could not timely determine the precise amount because some non-U.S. sources reported information on income, deductions, and other tax reporting matters fundamental to Mr. Khalaf’s tax returns in a variety of jurisdictions after the Company’s Proxy Statement filing. In addition, some tax years applicable to Mr. Khalaf were inconsistent with the Company’s fiscal year. The Company has now determined that the benefit for 2018 was $2,857,742. The Company has reflected this amount in Mr. Khalaf’s All Other Compensation and Total for 2018 in this table. Accordingly, the Company has disclosed different amounts for Mr. Khalaf’s All Other Compensation and Total for 2018 in this table than it did in the Company’s 2019 Proxy Statement.
| | 3 | Mr. Kandarian’s actuarial present value of pension benefits decreased from $5,161,137 at year-end 2018 to $0 at year-end 2019 because in 2019 he received all of his pension benefits. Mr. Lippert’s actuarial present value of pension benefits decreased from $1,736,920 at year-end 2018 to $173,599 at year-end 2019 because in 2019 he received a portion of his pension benefits. Per SEC rules, each of their change in actuarial present value for 2019 is reported as $0 rather than a negative number. None of the Company’s executive officers had any above-market or preferential earnings on nonqualified deferred compensation in 2019 or any other year presented.
|
| | 4 | The “Bonus” column presents Mr. Pappas’ sign-on payments. Based on Mr. Pappas joiningjoined MetLife late in 2019 heand forfeited certain compensation from his former employer. As a result, MetLife provided the following cash amounts in 2019:him: (i) $1.9 million in 2019 to address former-employer awards that would have vested in 2020; and (ii) $300,000 in 2019 to address transition considerations.considerations; and (iii) $1,800,000 in 2020 to address former-employer forfeited 2019 cash incentives. Should Mr. Pappas voluntarily leave MetLife, or the Company end his employment for “cause,” as defined under the 2015 Stock and Incentive Plan within 24 months of each payment, he must repay these amounts to the extent permissible under law. |
2
| | 5 | Mr. Lippert’s service with MetLife ended April 30, 2019. This table reflects his salary earnedNone of the Company’s executive officers had any above-market or preferential earnings on nonqualified deferred compensation in 2019 through that date, and the stock and option awards in respect of 2018 performance that the Committee granted him in early 2019. The Company did not grant Mr. Lippert2021 or any bonus, cash incentive award, or LTI in respect of 2019 performance. |
| | | | | | 2020 Proxy Statementother year presented. |
91
TABLE OF CONTENTS The amounts reported in the table above for 20192021 include several elements that were not paid to the Named Executive Officers in 2019.2021. The table includes items such as salary and cash incentive compensation that have been earned. It also includes the grant date fair value of Share-based long-term incentiveLTI awards granted in 20192021 which may never become payable or be delivered, or may ultimately have a value that differs substantially from the values reported in this table. The table also includes changes in the value of pension benefits from prior year-end to year-end 20192021 which will become payable only after the Named Executive Officer ends employment. The same is true of the items and amounts reported in the table above for 20182020 and 2017 bear a similar relationship to performance and amounts paid or payable in those years.2019. In addition, the amounts in the Total column do not represent “Total Compensation”Total Compensation as defined for purposes of the Company’s compensation framework and philosophy, and include elements that do not relate to 20192021 performance. For additional information, see the Compensation Discussion and Analysis. Amounts in the Summary Compensation Table are further discussed in the following. Salary Bonus Stock Awards Performance Shares and Performance Units.Shares.The Company granted Performance Shares or Performance Units to each Named Executive OfficerOfficers in 20192021 pursuant to the 2015 Stock and Incentive Plan.Plan. No monetary consideration was paid by a Named Executive Officer for any awards. No dividends or dividend equivalents are earned on any awards. Performance Shares are delivered in Shares. Performance Units are paid in cash using the price of Shares after the end of the three-year performance period from January 1, 20192021 to December 31, 2021.2023. The number of Shares the Company delivers (or amount of cash it pays, in the case of Performance Units) at the end of the performance period is calculated by multiplying the number of Performance Shares or Performance Units by a performance factor (from 0% to 175%). The metrics call for the performance factor to beis determined in consideration ofbased on the Company’s Adjusted ROE compared to its three-year business planBusiness Plan and TSR during the performance period compared to the Company’s peers. For a further discussion of the performance goals applicable to the Performance Share and Performance Unit awards in 2019,2021, see the Compensation Discussion and Analysis. For a discussion of the 20182020 and 20172019 Performance Share and Performance Unit awards (or phantom equivalents), see the Company’s 20192021 and 20182020 Proxy Statements, respectively. For a description of the effect on the awards of a termination of employment or change-in-control of MetLife, see Potential Payments upon Termination or Change-in-Control. Restricted Stock Units and Restricted Units.The Company granted Restricted Stock Units or Restricted Units to each Named Executive OfficerOfficers in 20192021 pursuant to the 2015 Stock and Incentive Plan. One-third of each of thesethe awards vests on the first business day in March on or shortly following each of the first three anniversaries of the grant date. No monetary consideration was paid by a Named Executive Officer for any awards. No dividends or dividend equivalents are earned on any awards. Restricted Stock Units are delivered in Shares. Restricted Units are paid in cash using the price of Shares. For a discussion of the 20182020 and 20172019 Restricted Stock Unit and Restricted Unit awards (or phantom equivalents), see the Company’s 20192021 and 20182020 Proxy Statements. For a description of the effect on the awards of a termination of employment or change-in-control of MetLife, see Potential Payments upon Termination or Change-in-Control.
TABLE OF CONTENTS | | | | | | 92 | | | 2022 Proxy Statement
|
Method for Determining Amounts Reported.The amounts reported in this column for Stock Awards were calculated by multiplying the number of Shares or units(or phantom equivalents) by their respective grant date fair value: $51.37 for February 23, 2021 $41.89 for February 25, 2020 $39.35 for February 26, 2019. $39.95 for March 2, 2018.
$47.30 for February 28, 2017.2019
Those amounts are the aggregate grant date fair value of the awards under ASC 718 consistent with the estimate of aggregate compensation cost to be recognized over the service period. For Performance Shares and Performance Units,a (or phantom equivalents), the amounts are based on target performance, which is a total performance factor of 100%. This is the “probable outcome” of the performance conditions to which those awards are subject, determined under ASC 718. The grant date fair values of the Performance Shares and Performance Units assuming the highest level of performance conditions would be 1.75 times the amounts included in this column, rounded down to the nearest whole Share, (or Share equivalent), because the same grant date fair value per share would be used but the total performance factor used would be 175%. For 20192021 Performance Share and Performance Unit awards, that would produce the following hypothetical Grant Date Fair Values: Name | | | | | | | | | | | | | | Name | | | Hypothetical Grant
Date Fair Value of 2019-2021
2021-2023
Performance Shares and Performance Units at
Maximum Performance
Level ($) | | | Michel A. Khalaf | | | 9,716,341 |
| 12,601,010 | | Steven A. Kandarian | | | 11,875,515 |
| | | John D. McCallion | | | 3,238,780 |
| 4,383,043 | | Steven J. Goulart | | | 4,318,348 |
| 4,383,043 | | Bill Pappas | | | 0 |
| 3,835,079 | | Ramy Tadros | | | 2,159,174 |
| | | Martin J. Lippert | | | 4,858,151 |
| | | | | | | 3,835,079 |
For a description of the assumptions made in determining the expenses of Share awards, see Notes 1 and 16 to the Consolidated Financial Statements in the 20192021 Form 10-K, Notes 1 and 1516 to the Consolidated Financial Statements in the 20182020 Form 10-K, and Notes 1 and 1516 in the 20172019 Form 10-K. In determining these expenses, it wasthe Company assumed that each Named Executive Officer would satisfy any service requirements for vesting of the award. As a result, while a discount for the possibility of forfeiture of the award for this reason was applied to determine the expenses of these awards as reported in the Company’s Annual Reports on Form 10-K, no such discount was applied in determining the expenses reported in this column. Option Awards The Company granted Stock Option awards in 20192021 to each Named Executive OfficerOfficers pursuant to the 2015 Stock and Incentive Plan.Plan. The Stock Options will normally become exercisable at the rate of one-third of each grant on each of the first three anniversaries of the grant date, and expire on the day before the tenth anniversary of that grant date. Each of these awards had a per option exercise price equal to the closing price of a Share on the grant date: $47.58.$57.43. No monetary consideration was paid by a Named Executive Officer for any awards. For a discussion of the 20182020 and 20172019 Stock Options (or phantom equivalents), see the Company’s 20192021 and 20182020 Proxy Statements, respectively. For a description of the effect on the awards of a termination of employment or change-in-control of MetLife, see Potential Payments upon Termination or Change-in-Control. Method for Determining Amounts Reported.The amounts reported in this column were calculated by multiplying the number of Stock Options (or phantom equivalents) by a grant date fair value per option of: $12.76 for February 23, 2021 $9.02 for February 25, 2020 $10.36 for February 26, 2019. $11.87 for March 2, 2018.
$13.84 for February 28, 2017.2019
Those amounts are the aggregate grant date fair value of the Stock Options granted in each year under ASC 718, consistent with the estimate of aggregate compensation cost to be recognized over the service period.
TABLE OF CONTENTS | | | | | | 93 | | | 2022 Proxy Statement
|
For a description of the assumptions made in determining the expenses of Stock Option awards, see Notes 1 and 16 to the Consolidated Financial Statements in the 20192021 Form 10-K, Notes 1 and 1516 to the Consolidated Financial Statements in the 20182020 Form 10-K, and Notes 1 and 1516 in the 20172019 Form 10-K. In determining these expenses, it was assumed that each Named Executive Officer would satisfy any service requirements for vesting of the award. As a result, while a discount for the possibility of forfeiture of the award was applied to determine the expenses of these awards as reported in the Company’s Annual Reports on Form 10-K, no such discount was applied in determining the expenses reported in this column. In each case, theThe grant date of the awards was the date that the Compensation Committee endorsedBoard approved the awards. Non-Equity Incentive Plan Compensation The amounts reported in the Non-Equity Incentive Plan Compensation column for each Full-Year Named Executive Officer are 2019 2021 AVIP awards, which the Compensation Committee made in February 20202022 based on 20192021 performance and payable in cash by March 15, 2020.2022. The awards were made pursuant to the 2015 Stock and Incentive Plan.Plan. The factors considered and analyzed by the Compensation Committee in determining the awards are discussed in the Compensation Discussion and Analysis. Amounts reported in this column for 20182020 and 20172019 are AVIP awards with a similar relationship to performance in those years. The basis of these awards to the Named Executive Officers who appear in the Company’s 20192021 and 20182020 Proxy Statements, respectively, is discussed further in those Proxy Statements. The amount reported in this column for Mr. Kandarian reflects a cash incentive award for his partial-year 2019 performance.
Change in Pension Value and Nonqualified Deferred Compensation Earnings The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 20192021 represent only any aggregate increase during 20192021 in the actuarial present value of accumulated pension benefits for each of the Named Executive Officers. Any increase in the actuarial present value of the benefits for those who participate in the U.S.-based pension program reflects additional service in 2019,2021, base salary compensation earned in 20192021 (reflecting any increases in base salary rate) and annual incentive awards payable in March 20192021 for 20182020 performance, to the extent applicable under each plan. If the total actuarial present value of pension benefits decreased during 2019, as was the case for Mr. Kandarian and Mr. Lippert, a zero value is reported.
The Named Executive Officers who participate in the U.S.-based pension program participate in the same U.S.-based pension program that applies toas do other administrative employees in the U.S. On account of his prior compensation and service based outside the U.S., Mr. Khalaf also participated in the Overseas Plan under which the increase in the present value of benefits solely reflects the difference in his age from 2018 year-end to 2019 year-end, and the Globally Mobile Plan, under which the increase in the present value of benefits reflects base salary earned and service from January 1, 2019 to April 30, 2019, and the difference in his age from 2018 year-end to 2019 year-end.Global Plan. For a description of pension benefits, including the formula for determining benefits, seePension Benefits. None of the Named Executive Officers’ earnings on their nonqualified deferred compensation in 2019, 2018,2021, 2020, or 20172019 were above-market or preferential. As a result, the Company has not included any earnings credited on their nonqualified deferred compensation are not required to be, nor are they, reflected in this column. For a description of the Company’s nonqualified deferred compensation plans and the simulated investments used to determine earnings, see Nonqualified Deferred Compensation.
TABLE OF CONTENTS
All Other Compensation The amounts reported in this column for 20192021 include all other items of compensation: Michel A. Khalaf | | | 224,000 | | | 54,074 | | | 278,074 | John D. McCallion | | | 132,000 | | | 19,895 | | | 151,895 | Steven J. Goulart | | | 121,000 | | | 0 | | | 121,000 | Bill Pappas | | | 114,000 | | | 0 | | | 114,000 | Ramy Tadros | | | 113,000 | | | 0 | | | 113,000 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name (1) | | | Employer
401(k)
Program and
Other Defined1
Contribution
Program
Contributions
($)
| | | Severance
($)
| | | Tax
Make-Whole
($) | | Perquisites
and Other
Personal
Benefits
($) (2)
| | | Total
($)
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | | 30,000 |
| | | 0 |
| | | 33,789 |
| | | 146,232 |
| | | 210,021 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | Steven A. Kandarian | | | 240,667 |
| | | 0 |
| | | 0 |
| | | 64,738 |
| | | 305,405 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | John D. McCallion | | | 112,333 |
| | | 0 |
| | | 0 |
| | | 36,584 |
| | | 148,917 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | Steven J. Goulart | | | 154,800 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 154,800 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | Ramy Tadros | | | 82,650 |
| | | 0 |
| | | 0 |
| | | 0 |
| | | 82,650 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | Martin J. Lippert | | | 152,077 |
| | | 1,172,750 |
| | | 0 |
| | | 0 |
| | | 1,324,827 |
| | | | | | | | | | | | | | | | | | | | |
| | 1 | Mr. Pappas had no reportable items of All Other Compensation for 2019. |
| | 2 | Each of Mr. Goulart’s, Mr. Pappas’, Mr. Tadros’, and Mr. Lippert’sTadros’ aggregate amounts of perquisites and other personal benefits in 20192021 were less than $10,000 and are therefore reported at $0. |
Employer 401(k) Program and Other Defined Contribution Program Contributions. U.S. based eligible employees may make contributions to the 401(k) Plan, which is tax-qualified under the U.S. Internal RevenueTax Code. Employer matching contributions arewere also made to that plan. In 2019, matching contributions to that plan of $11,200 were made for Mr. Kandarian, Mr. McCallion, Mr. Goulart, Mr. Tadros and Mr. Lippert, and $9,200 was made for Mr. Khalaf. In addition, employer contributions are made to the Auxiliary Match Plan due to U.S. Internal Revenue Code limits on the amount of compensation that is eligible for contributions to the 401(k) Plan.
The amount of contributions for each Named Executive Officer, other than those made to the 401(k) Plan isin 2021. In addition, the Company made employer contributions to the Match Plan that allows contributions beyond the U.S. Tax Code annual limits on the compensation an employee may contribute to the 401(k) Plan. These employer contributions to the Match Plan (but not to the 401(k) Plan) are also reflected in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation Table.
Perquisites and Other Personal Benefits; Tax Make-Whole. Benefits.Goods or services provided to the Named Executive Officers are perquisites or personal benefits only if they confer a personal benefit on the executive. However, goods or services that are directly and integrally related to the executive’s job duties, or are offered generally to all employees, or for which the executive fully reimbursed the Company, are not perquisites or personal benefits. Perquisites and other personal benefits are reported at the Company’s aggregate incremental cost. The following describes each type of perquisite or other personal benefit. Personal Car Service. The Company provided limited personal automobile travel, incurring the cost of tolls, fuel, driver overtime compensation, and other costs reported in the table above. Where the executive used an outside car service for personal travel, the Company’s cost is also included. Personal Company Aircraft Use. The reported amounts include the $60,646 variableaggregate incremental costs of $29,355 for Mr. Kandarian’sKhalaf's personal use of the Company’s leased aircraft determined by calculating the variable costs that were charged to the Company by the vendor that operates the Company’s leased aircraft for trip-related crew hotels and meals, landing and ground handling fees, hangar and parking costs, in-flight catering and telephone usage, and similar items. Fuel costs were calculated and included based on average fuel cost per flight hour for each hour of personal use. Because the aircraft is leased primarily for business use, fixed costs such as lease payments are not included in these amounts. The Company does not require the CEO to use the Company’s aircraft for all personal and business travel. Security. To promote the CEO’s safety while not at MetLife’s offices, the Company provides limited security services. Personal Conference, Event, and Travel. The reported amounts include the costs incurred by the Company for personal items for the Named Executive Officer at or in connection with a Company business conference, meeting, or other events, and for personal guests of the Named Executive Officer at such events. Costs paid to a vendor to make personal travel reservations for the Named Executive Officers or their family members are also included. The Company also purchased a retirement gift of artwork for Mr. Kandarian. Relocation and Tax Make-Whole. In connection with completing Mr. Khalaf’s transfer to the United States from the United Arab Emirates, the Company provided him $96,671 in home closing costs support, and $29,700 to ship personal articles, in 2019.
MetLife also made Mr. Khalaf whole for taxes on the shipping costs, consistent with its practice for other employees. No further tax make-whole benefits are due to Mr. Khalaf in connection with his transfer to the U.S. The amount included above reflects an estimate of the Company’s tax costs, as some matters necessary to Mr. Khalaf’s tax returns will not be available until after the Company’s Proxy Statement filing.
Tax Preparation.MetLife provided Mr. Khalaf with professional tax return preparation services in connection with histo Mr. McCallion and Mr. Khalaf, the latter at an incremental cost of $15,895. In each case, previous MetLife service based outside the U.S. caused the executive and MetLife multi-jurisdiction tax complexity persisting for several years after transfer to the U.S. MetLife also provided Mr. McCallion with professional tax return preparation services because his previous MetLife service in EMEA caused multi-jurisdiction tax complexity that persisted for several years after his return to the U.S.
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Grants of Plan-Based Awards in 20192021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant Date | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) | | All Other
Option
Awards:
Num- ber of
Secu- rities Under- lying
Options
(#) | | Exercise or Base Price of
Option
Awards
($/Sh) | | Grant Date
Fair Value of
Stock and
Option Awards
($) | | | | Thres -hold (#) | | Tar- get (#) | | Maxi- mum (#) | | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | February 26, 2019 | | 35,274 | | 141,098 | | | 246,921 | | | | | | | | | 5,552,206 | | | | | | February 26, 2019 | | | | | | | | 30,236 | | | | | | | 1,189,787 | | | | | | February 26, 2019 | | | | | | | | | | 90,726 | | | 44.65 | | | 939,921 | | | | | Steven A. Kandarian | | February 26, 2019 | | 43,113 | | 172,453 | | | 301,792 | | | | | | | | | 6,786,026 | | | | | | February 26, 2019 | | | | | | | | 36,955 | | | | | | | 1,454,179 | | | | | | February 26, 2019 | | | | | | | | | | 110,888 | | | 44.65 | | | 1,148,800 | | | | | John D. McCallion | | February 26, 2019 | | 11,758 | | 47,033 | | | 82,307 | | | | | | | | | 1,850,749 | | | | | | February 26, 2019 | | | | | | | | 10,079 | | | | | | | 396,609 | | | | | | February 26, 2019 | | | | | | | | | | 30,242 | | | 44.65 | | | 313,307 | | | | | Steven J. Goulart | | February 26, 2019 | | 15,677 | | 62,710 | | | 109,742 | | | | | | | | | 2,467,639 | | | | | | February 26, 2019 | | | | | | | | 13,438 | | | | | | | 528,785 | | | | | | February 26, 2019 | | | | | | | | | | 40,323 | | | 44.65 | | | 417,746 | | | | | Bill Pappas | | November 19, 2019 | | | | | | | | 54,934 | | | | | | | 2,394,024 | | | | | Ramy Tadros | | February 26, 2019 | | 7,838 | | 31,355 | | | 54,871 | | | | | | | | | 1,233,819 | | | | | | February 26, 2019 | | | | | | | | 6,719 | | | | | | | 264,393 | | | | | | February 26, 2019 | | | | | | | | | | 20,162 | | | 44.65 | | | 208,878 | | | | | Martin J. Lippert | | February 26, 2019 | | 17,637 | | 70,549 | | | 123,460 | | | | | | | | | 2,776,103 | | | | | | February 26, 2019 | | | | | | | | 15,118 | | | | | | | 594,893 | | | | | | February 26, 2019 | | | | | | | | | | 45,363 | | | 44.65 | | | 469,961 | | | | | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | February 23, 2021 | | | 35,042 | | | 140,171 | | | 245,299 | | | | | | | | | | | | 7,200,584 | | | February 23, 2021 | | | | | | | | | | | | 30,037 | | | | | | | | | 1,543,001 | | | February 23, 2021 | | | | | | | | | | | | | | | 90,126 | | | 57.43 | | | 1,150,008 | John D. McCallion | | | February 23, 2021 | | | 12,189 | | | 48,756 | | | 85,323 | | | | | | | | | | | | 2,504,596 | | | February 23, 2021 | | | | | | | | | | | | 10,448 | | | | | | | | | 536,714 | | | February 23, 2021 | | | | | | | | | | | | | | | 31,348 | | | 57.43 | | | 400,000 | Steven J. Goulart | | | February 23, 2021 | | | 12,189 | | | 48,756 | | | 85,323 | | | | | | | | | | | | 2,504,596 | | | February 23, 2021 | | | | | | | | | | | | 10,448 | | | | | | | | | 536,714 | | | February 23, 2021 | | | | | | | | | | | | | | | 31,348 | | | 57.43 | | | 400,000 | Bill Pappas | | | February 23, 2021 | | | 10,665 | | | 42,661 | | | 74,656 | | | | | | | | | | | | 2,191,496 | | | February 23, 2021 | | | | | | | | | | | | 9,142 | | | | | | | | | 469,625 | | | February 23, 2021 | | | | | | | | | | | | | | | 27,430 | | | 57.43 | | | 350,007 | Ramy Tadros | | | February 23, 2021 | | | 10,665 | | | 42,661 | | | 74,656 | | | | | | | | | | | | 2,191,496 | | | February 23, 2021 | | | | | | | | | | | | 9,142 | | | | | | | | | 469,625 | | | February 23, 2021 | | | | | | | | | | | | | | | 27,430 | | | 57.43 | | | 350,007 |
Equity Incentive Plan Awards The amounts in these columns reflect a range of Shares the Company may deliver forto settle Performance Shares or Share equivalents it may pay in cash for Performance Units, granted to each Named Executive Officer in 2019.2021. In each case, it is also possible that no Shares will be delivered or cash paid. If the 25% threshold performance factor in the metrics endorsed by the Compensation Committee applies, each Named Executive Officer would receive the number of Performance Shares or Performance Units reflected in the Threshold column of this table. If the target performance factor applies, each Named Executive Officer would receive the number of Performance Shares or Performance Units reflected in the Target column of the table. The maximum performance factor of 175% is reflected in the Maximum column of the table. For a more detailed description of the material terms and conditions of these awards, see the Summary Compensation Table and the text accompanying that table. All Other Stock Awards The amounts in this column reflect the potential number of Shares the Company may deliver forto settle Restricted Stock Units, or Share equivalents it may pay in cash for Restricted Units granted to each Named Executive Officer in 2019. 2021. In each case, it is also possible that no Shares will be delivered or cash paid. For a more detailed description of the material terms and conditions of these awards, see the Summary Compensation Table and the text accompanying that table. All Other Option Awards For a description of the material terms and conditions of these awards, see the Summary Compensation Table and the text accompanying that table. Non-Equity Incentive Plans Each Named Executive Officer serving as of February, 20202022 was formally eligible for an a 2021 AVIP award at that time. The technical maximum amount prescribed by the 2016governing plan (the 2015 Stock and Incentive Plan) in any given year is $10 million. The amounts of the 20192021 AVIP awards paid to the Named Executive Officers do not approach this limit. For more information about non-equity incentive plan eligibility and awards made in 20202022 based on 20192021 performance, see the Summary Compensation Table and the text accompanying that table.
TABLE OF CONTENTS | | | | | | 98 | | | 2022 Proxy Statement
|
Outstanding Equity Awards at 20192021 Fiscal Year-End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards (1) (6) | | Stock Awards (6) | | | | | | | | | | | | | | | | | | | | | | | Name | Number of
Securities
Underlying
Unexercised
Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexer- cisable | | Option Exercise Price
($) | | Option Expiration Date | | Number of Shares orUnits of Stock That Have NotVested (#) (2) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested (#) (4) | | Equity Incent Plan Awards: Market or Payout Value of Unearned Shrs, Units or Other Rights Not Vested ($) (5) | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | 29,383 |
| | 0 |
| | 40.91 |
| | February 22, 2021 | | | | | | | | | | | | 52,498 |
| | 0 |
| | 34.21 |
| | February 27, 2022 | | | | | | | | | | | 35,616 |
| | 0 |
| | 31.15 |
| | February 25, 2023 | | | | | | | | | | | 25,181 |
| | 0 |
| | 45.15 |
| | February 24, 2024 | | | | | | | | | | | 26,138 |
| | 0 |
| | 45.91 |
| | February 23, 2025 | | | | | | | | | | | 39,322 |
| | 0 |
| | 34.33 |
| | February 22, 2026 | | | | | | | | | | | 19,210 |
| | 9,607 |
| | 46.85 |
| | February 27, 2027 | | | | | | | | | | | 11,536 |
| | 23,072 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | 0 |
| | 90,726 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | 41,132 |
| | 2,096,498 |
| | 341,153 |
| | 17,388,568 |
| | | | | | | | | | | | | | | | | | | | | Steven A. Kandarian | 89,549 |
| | 0 |
| | 40.91 |
| | February 22, 2021 | | | | | | | | | | | | 167,905 |
| | 0 |
| | 39.84 |
| | March 20, 2021 | | | | | | | | | | | | 367,292 |
| | 0 |
| | 34.21 |
| | February 27, 2022 | | | | | | | | | | | | 203,521 |
| | 0 |
| | 31.15 |
| | February 25, 2023 | | | | | | | | | | | | 146,077 |
| | 0 |
| | 45.15 |
| | February 24, 2024 | | | | | | | | | | | | 163,364 |
| | 0 |
| | 45.91 |
| | February 23, 2025 | | | | | | | | | | | | 229,379 |
| | 0 |
| | 34.33 |
| | February 22, 2026 | | | | | | | | | | | | 112,064 |
| | 56,033 |
| | 46.85 |
| | February 27, 2027 | | | | | | | | | | | | 36,256 |
| | 72,512 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | | 0 |
| | 110,888 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | | 79,810 |
| | 4,067,916 |
| | 597,946 |
| | 30,477,308 |
| | | | | | | | | | | | | | | | | | | | | | | John D. McCallion | 8,619 |
| | 0 |
| | 40.91 |
| | February 22, 2021 | | | | | | | | | | | | 10,745 |
| | 0 |
| | 34.21 |
| | February 27, 2022 | | | | | | | | | | | | 4,355 |
| | 2,178 |
| | 46.85 |
| | February 27, 2027 | | | | | | | | | | | | 3,570 |
| | 7,142 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | | 0 |
| | 30,242 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | | 13,188 |
| | 672,192 |
| | 94,807 |
| | 4,832,313 |
| | | | | | | | | | | | | | | | | | | | | | | Steven J. Goulart | 19,141 |
| | 0 |
| | 31.13 |
| | February 22, 2020 | | | | | | | | | | | | 20,484 |
| | 0 |
| | 40.91 |
| | February 22, 2021 | | | | | | | | | | | | 78,691 |
| | 0 |
| | 34.21 |
| | February 27, 2022 | | | | | | | | | | | | 40,704 |
| | 0 |
| | 31.15 |
| | February 25, 2023 | | | | | | | | | | | | 26,859 |
| | 0 |
| | 45.15 |
| | February 24, 2024 | | | | | | | | | | | | 32,673 |
| | 0 |
| | 45.91 |
| | February 23, 2025 | | | | | | | | | | | | 54,615 |
| | 0 |
| | 34.33 |
| | February 22, 2026 | | | | | | | | | | | | 26,681 |
| | 13,343 |
| | 46.85 |
| | February 27, 2027 | | | | | | | | | | | | 9,888 |
| | 19,776 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | | 0 |
| | 40,323 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | | 24,479 |
| | 1,247,695 |
| | 190,511 |
| | 9,710,346 |
| | | | | | | | | | | | | | | | | | | | | | Bill Pappas | | | | | | | | | 54,934 |
| | 2,799,986 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Ramy Tadros | 1,977 |
| | 3,956 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | | 0 |
| | 20,162 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | | 42,416 |
| | 2,161,944 |
| | 71,025 |
| | 3,620,144 |
| | | | | | | | | | | | | | | | | | | | | | | Martin J. Lippert | 44,108 |
| | 0 |
| | 45.91 |
| | February 23, 2025 | | | | | | | | | | | | 61,167 |
| | 0 |
| | 34.33 |
| | February 22, 2026 | | | | | | | | | | | | 32,018 |
| | 16,010 |
| | 46.85 |
| | February 27, 2027 | | | | | | | | | | | | 11,536 |
| | 23,072 |
| | 45.50 |
| | March 1, 2028 | | | | | | | | | | | | 0 |
| | 45,363 |
| | 44.65 |
| | February 25, 2029 | | | | | | | | | | | | | | | | | | | | 28,148 |
| | 1,434,704 |
| | 217,692 |
| | 11,095,761 |
| | | | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | 35,616 | | | 0 | | | 31.15 | | | February 25, 2023 | | | | | | | | | | | | | | | 25,181 | | | 0 | | | 45.15 | | | February 24, 2024 | | | | | | | | | | | | | | | 26,138 | | | 0 | | | 45.91 | | | February 23, 2025 | | | | | | | | | | | | | | | 39,322 | | | 0 | | | 34.33 | | | February 22, 2026 | | | | | | | | | | | | | | | 28,817 | | | 0 | | | 46.85 | | | February 27, 2027 | | | | | | | | | | | | | | | 34,608 | | | 0 | | | 45.50 | | | March 1, 2028 | | | | | | | | | | | | | | | 60,484 | | | 30,242 | | | 44.65 | | | February 25, 2029 | | | | | | | | | | | | | | | 31,526 | | | 63,052 | | | 47.58 | | | February 24, 2030 | | | | | | | | | | | | | | | 0 | | | 90,126 | | | 57.43 | | | February 22, 2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | 61,134 | | | 3,820,264 | | | 502,760 | | | 31,417,472 | John D. McCallion | | | 6,533 | | | 0 | | | 46.85 | | | February 27, 2027 | | | | | | | | | | | | | | | 10,712 | | | 0 | | | 45.50 | | | March 1, 2028 | | | | | | | | | | | | | | | 20,161 | | | 10,081 | | | 44.65 | | | February 25, 2029 | | | | | | | | | | | | | | | 11,349 | | | 22,699 | | | 47.58 | | | February 24, 2030 | | | | | | | | | | | | | | | 0 | | | 31,348 | | | 57.43 | | | February 22, 2031 | | | 21,375 | | | 1,335,724 | | | 178,010 | | | 11,123,845 | Steven J. Goulart | | | 78,691 | | | 0 | | | 34.21 | | | February 27, 2022 | | | | | | | | | | | | | | | 40,704 | | | 0 | | | 31.15 | | | February 25, 2023 | | | | | | | | | | | | | | | 26,859 | | | 0 | | | 45.15 | | | February 24, 2024 | | | | | | | | | | | | | | | 32,673 | | | 0 | | | 45.91 | | | February 23, 2025 | | | | | | | | | | | | | | | 54,615 | | | 0 | | | 34.33 | | | February 22, 2026 | | | | | | | | | | | | | | | 40,024 | | | 0 | | | 46.85 | | | February 27, 2027 | | | | | | | | | | | | | | | 29,664 | | | 0 | | | 45.50 | | | March 1, 2028 | | | | | | | | | | | | | | | 26,882 | | | 13,441 | | | 44.65 | | | February 25, 2029 | | | | | | | | | | | | | | | 12,610 | | | 25,222 | | | 47.58 | | | February 24, 2030 | | | | | | | | | | | | | | | 0 | | | 31,348 | | | 57.43 | | | February 22, 2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,336 | | | 1,458,267 | | | 188,308 | | | 11,767,367 | Bill Pappas | | | 0 | | | 27,430 | | | 57.43 | | | February 22, 2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | 65,286 | | | 4,079,722 | | | 74,656 | | | 4,665,253 | Ramy Tadros | | | 5,933 | | | — | | | 45.50 | | | March 1, 2028 | | | | | | | | | | | | | | | 13,441 | | | 6,721 | | | 44.65 | | | February 25, 2029 | | | | | | | | | | | | | | | 9,458 | | | 18,916 | | | 47.58 | | | February 24, 2030 | | | | | | | | | | | | | | | 0 | | | 27,430 | | | 57.43 | | | February 22, 2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,688 | | | 1,105,323 | | | 151,895 | | | 9,491,919 |
| | 1 | Each of these Option Awards are Stock Options, except that Mr. Khalaf’s Option Awards expiring in 2021 are Unit Options. Each Option Award has an expiration date that is the day before the tenth anniversary of its grant date. Mr. Kandarian’sEach Option Awards that expire on March 20, 2021 became exercisable on the third anniversary of their grant date, subject to conditions. Each of the other Option Awards will becomeAward becomes exercisable at a rate of one-third of each annual grant on each of the first three anniversaries of the grant date, subject to conditions. |
| | 2
| Each of these Stock Awards is Restricted Stock Units except that 3,203vest in thirds on the first business day of Mr. Khalaf’s Stock Awards are Restricted Units MetLife granted in 2017. MetLife has subsequently granted him stock-payable Restricted Stock Units.March on or following each of the first three anniversaries of the grant date. |
| | 3
| The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Restricted Stock Units and Restricted Units reflected in the column entitled “Number of Shares or Units of Stock That Have Not Vested” multiplied by the closing price of a Share on December 31, 2019,2021, the last business day of that year. |
TABLE OF CONTENTS 4
| Each of these Stock Awards is Performance Shares. The number of Stock Awards reported is the maximum number of Shares that the Company could deliver (or pay the equivalent in cash) for the following performance periods: |
Michel A. Khalaf | | | 257,461 | | | 245,299 | John D. McCallion | | | 92,687 | | | 85,323 | Steven J. Goulart | | | 102,985 | | | 85,323 | Bill Pappas | | | 0 | | | 74,656 | Ramy Tadros | | | 77,239 | | | 74,656 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Maximum Performance
Shares | | | | | | | | | | | | | Name | | | 2018-2020 (#) | | | 2019-2021 (#) | | | | | | | | | | | | | | Michel A. Khalaf | | | 94,232 |
| | | 246,921 | | | | | Steven A. Kandarian | | | 296,154 |
| | | 301,792 | | | | | John D. McCallion | | | 12,500 |
| | | 82,307 | | | | | Steven J. Goulart | | | 80,769 |
| | | 109,742 | | | | | Bill Pappas | | | 0 |
| | | 0 | | | | | Ramy Tadros | | | 16,154 |
| | | 54,871 | | | | | Martin J. Lippert | | | 94,232 |
| | | 123,460 | | | | | | | | | | | | |
The Company has not yet delivered any Shares for these Performance Shares, which vest at the end of the three-year performance period. The number of Shares the Company delivers may be lower than the amounts reflected in this table. Under the terms of the awards, the number of Shares the Company delivers, if any, will depend on a performance factor that the Board determines based upon a three-year performance period. The maximum performance factor has been used to report these outstanding awards because it was not possible to determine the Company’s performance in 20202022 or 20212023 at the time this Proxy Statement was filed. See the Summary Compensation Table and the text accompanying that table for a description of the terms of the Performance Shares. | | 5
| The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Performance Shares reflected in the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of a Share on December 31, 2019,2021, the last business day of that year. |
| | 6
| The Option Awards and Stock Awards granted in 2017 and earlier reflect an adjustment made as of August 4, 2017. On that date, MetLife, Inc. completed the separation of Brighthouse Financial through a distribution of Brighthouse Financial, Inc. common stock to MetLife, Inc. common shareholders. LTI award holders did not receive anything in that distribution. As a result, in order to maintain the intrinsic value of the LTI pursuant to the anti-dilution provisions of the 2015 Stock and Incentive Plan (or other applicable plan), the Company increased Option Awards and Stock Awards outstanding as of that date by an adjustment ratio, and lowered the Option Awards’ exercise price by dividing it by the same adjustment ratio (the Separation Adjustment).ratio. The Company determined the adjustment ratio by dividing the $53.92 closing price of MetLife, Inc. common stock on August 4, 2017 by the $48.17 opening price of MetLife, Inc. common stock on August 7, 2017, the next trading day. |
The table above presents information about: Option Awards MetLife granted to the Named Executive Officers that were outstanding on December 31, 20192021 because they had not been exercised or forfeited as of that date. Performance Shares and Performance UnitsMetLife granted to the Named Executive Officers that were outstanding on December 31, 20192021 because they had not vested as of that date. Restricted Stock Units and Restricted UnitsMetLife granted to the Named Executive Officers that were outstanding on December 31, 20192021 because they had not vested as of that date. TABLE OF CONTENTS
Option Exercises and Stock Vested in 20192021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | | | | | | | | | | Name | | | Number of Shares Acquired on Exercise
(#) | | | Value Realized on Exercise
($) | | | Number of Shares Acquired on Vesting
(#) | | | Value Realized on Vesting
($) | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | | 0 | | | 0 | | | 28,977 | | | 1,415,490 | | | | Steven A. Kandarian | | | 85,072 | | | 1,541,505 | | | 158,686 | | | 7,784,631 | | | | John D. McCallion | | | 10,577 | | | 225,641 | | | 7,477 | | | 362,286 | | | | Steven J. Goulart | | | 15,671 | | | 369,163 | | | 38,201 | | | 1,872,595 | | | | Ramy Tadros | | | 0 | | | 0 | | | 659 | | | 30,090 | | | | Martin J. Lippert | | | 181,714 | | | 2,581,227 | | | 45,247 | | | 2,220,040 | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | 52,498 | | | 1,393,297 | | | 223,805 | | | 13,909,204 | John D. McCallion | | | 19,364 | | | 369,759 | | | 74,791 | | | 4,647,699 | Steven J. Goulart | | | 20,484 | | | 288,312 | | | 100,588 | | | 6,247,626 | Bill Pappas | | | 0 | | | 0 | | | 37,226 | | | 2,221,706 | Ramy Tadros | | | 0 | | | 0 | | | 50,356 | | | 3,127,971 |
Mr. Pappas did not hold or exercise any Options in 2019, and none of his Stock Awards vested in 2019.
Option Awards The amount for the value realized on exercise of Option Awards is the market value of Shares when the executive exercised the Stock OptionsOption (or phantom equivalents) less the exercise price of the Stock Options.price. Stock Awards Restricted Stock Units and Restricted Units. These amounts include Shares the Company delivered for Restricted Stock Units or equivalent in cash it paid for Restricted Units,(or phantom equivalents) that vested in 2019.2021. The value realized on vesting was determined using the closing price of a Share on the vesting date. None of the Named Executive Officers had the opportunity to defer the Shares that they might receive for these awards.
2017-2019 Performance Shares and Performance Units. These amounts also include Shares deliverable for Performance Sharesor for Mr. Khalaf the equivalent cash payable for Performance Units, (or phantom equivalents) for the 2017-20192019-2021 performance period, which vested on December 31, 2019.2021. The value realized on vesting was determined using the number of Shares deliverable, or Sharecash equivalent, payable incash, multiplied by the closing price of Shares on the vesting date. The number of Shares deliverable for this award (or cash equivalent) was calculated by multiplying the number of Performance Shares by the performance factor that pertained to the awards, which was 91.4%141.3%. For more information, see “Performance Shares” in How Did We Compensate Our CEO and Other Named Executive Officers?Each Named Executive Officer who had a Performance Share award for the 2017-20192019-2021 performance period had the opportunity to defer Shares deliverable for that award. None of them chose to defer any of those Shares. TABLE OF CONTENTS
Pension Benefits at 20192021 Fiscal Year-End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name (1) | | Plan Name | | | | | Number of Years Credited Service (#) (2) | | | | Present Value of Accumulated Benefit ($) (3) | | | Payments During Last Fiscal Year ($) | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | Retirement Plan | | | 0.67 |
| | | 21,702 |
| | | 0 |
| | | | | Auxiliary Retirement Plan | | | 0.67 |
| | | 52,304 |
| | | 0 |
| | | | | Globally Mobile Plan | | | 2.42 |
| | | 1,359,690 |
| | | 0 |
| | | | | Overseas Plan | | | 27.66 |
| | | 2,663,769 |
| | | 0 |
| | | | Steven A. Kandarian (4) | | Retirement Plan | | | 0.00 |
| | | 0 |
| | | 288,228 |
| | | | | Auxiliary Retirement Plan | | | 0.00 |
| | | 0 |
| | | 5,620,481 |
| | | | John D. McCallion | | Retirement Plan | | | 12.50 |
| | | 298,463 |
| | | 0 |
| | | | | Auxiliary Retirement Plan | | | 12.50 |
| | | 635,034 |
| | | 0 |
| | | | Steven J. Goulart | | Retirement Plan | | | 12.50 |
| | | 306,899 |
| | | 0 |
| | | | | Auxiliary Retirement Plan | | | 12.50 |
| | | 1,957,936 |
| | | 0 |
| | | | Ramy Tadros | | Retirement Plan | | | 1.33 |
| | | 33,130 |
| | | 0 |
| | | | | Auxiliary Retirement Plan | | | 1.33 |
| | | 182,270 |
| | | 0 |
| | | | Martin J. Lippert (5) | | Retirement Plan | | | 6.67 |
| | | 173,599 |
| | | 0 |
| | | | | Auxiliary Retirement Plan | | | 0.00 |
| | | 0 |
| | | 1,993,609 |
| | | | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | Retirement Plan | | | 2.67 | | | 67,085 | | | Auxiliary Plan | | | 2.67 | | | 1,161,421 | | | Global Plan | | | 2.42 | | | 1,550,779 | | | Overseas Plan | | | 27.66 | | | 3,038,132 | John D. McCallion | | | Retirement Plan | | | 14.50 | | | 354,713 | | | Auxiliary Plan | | | 14.50 | | | 1,284,224 | Steven J. Goulart | | | Retirement Plan | | | 14.50 | | | 363,484 | | | Auxiliary Plan | | | 14.50 | | | 2,603,560 | Bill Pappas | | | Retirement Plan | | | 1.08 | | | 25,739 | | | Auxiliary Plan | | | 1.08 | | | 258,674 | Ramy Tadros | | | Retirement Plan | | | 3.33 | | | 78,932 | | | Auxiliary Plan | | | 3.33 | | | 681,035 |
| | | 1 | Bill Pappas had insufficient service as of year-end 2019 to be eligible for a benefit. |
| | 2
| Number of Years Credited Service are thosereflects the number of years of service credited for determination of the amount of benefits, for those with sufficient service for purposes of eligibility, as of December 31, 2019,2021, each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 20192021 audited financial statements. Service for eligibility is determined separately and by different criteria.criteria from service for the determination of amount of benefits. |
| | 32
| Present ValuesValue of Accumulated Benefit are thosereflects the actuarial present value of accumulated pension benefits as of December 31, 2019,2021, each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 20192021 audited financial statements. |
3
| | 4 | Mr. Kandarian’s credited service under each of the Retirement Plan and the Auxiliary Retirement Plan at the end of his employment in 2019 was 13.08 years. Mr. KandarianNo Named Executive Officer received payment of his total pension benefits payments in 2019, in accordance with the terms of the applicable plans. As a result, Mr. Kandarian’s credited service and present value of accumulated benefits at the plans’ measurement date of December 31, 2019 were each zero. |
| | 5 | Mr. Lippert’s credited service under the Auxiliary Retirement Plan at the end of his employment in 2019 was 6.67 years. Mr. Lippert received payment of his total Auxiliary Retirement Plan benefit in 2019, in accordance with the terms of that plan. As a result, Mr. Lippert’s credited service and present value of accumulated benefits at the Auxiliary Retirement Plan’s measurement date of December 31, 2019 were each zero. Mr. Lippert had not yet received his Retirement Plan benefit as of year-end 2019, and as a result retained credited service and present value of accumulated benefit as of that date. |
| | | | | | 2020 Proxy Statement2021. |
100
TABLE OF CONTENTS Mr. Khalaf’s 2019 Pension Accruals
At no time in 2019 did Mr. Khalaf accrue benefits for his compensation and service under more than one program.
From January through April, 2019, Mr. Khalaf accrued benefits for his base salary earnings and service under the Globally Mobile Plan.
From May, 2019 to year-end 2019, Mr. Khalaf accrued benefits for his compensation and service under the U.S.-Based Pension Program.
Mr. Khalaf accrued no benefits during 2019 under the Alico Overseas Pension Plan (the Overseas Plan); however, his potential early retirement reduction factor changed as a result of the difference in his age from year-end 2018 to year-end 2019.
U.S.-Based Pension Program Each of the Named Executive Officers except Mr. Pappas, werewas eligible to participate in the U.S.-based Retirement Plan and Auxiliary Retirement Plan for all or a portion of 2019.2021. Eligible employees qualify for pension benefits after one year of service and become vested in their accrued benefits after three years of service. For Mr. Khalaf, his service with MetLife outside the U.S. prior to May 1, 2019 counts towards both his eligibility for and vesting in a benefit under the plans.Pension Plans. Pension benefits are paid under two separate plans, primarily due to U.S. Internal RevenueTax Code requirements. The Retirement Plan is a tax-qualified defined benefit pension plan that provides benefits for eligible employees on the United States payroll. The U.S. Internal RevenueTax Code imposes annual limitations on eligible compensation and on the amounts that can be paid under the Retirement Plan. The purpose of the Auxiliary Retirement Plan is to provide benefits which eligible employees would have received under the Retirement Plan if these limitations were not imposed. Benefits under the Auxiliary Retirement Plan are calculated in substantially the same manner as they are under the Retirement Plan. The Auxiliary Retirement Plan is unfunded, and benefits under that plan are general unsecured promises of payment. Determination of Benefits. Each Named Executive Officer’s benefit under the U.S.-based plans will be determined under the PersonalRetirement AccountFormula, which isa formula based on monthly credits for each employee based on the employee’s eligible compensation, plus interest. (the Account Formula). This formula is the standard formula that applies to all similarly-situated employees. With the exception ofEach Named Executive Officer, except Mr. Tadros and Mr. Pappas, each other eligible Named Executive Officer had sufficient service as of year-end 20192021 to be fully vested in his Personal Retirement Account Formula benefit. Under the Personal Retirement Account Formula, an eligible employee’s account is credited each month with an amount equal to five percent5% of eligible compensation up to the Social Security wage base (for 2019, $132,900)2021, $142,800), plus 10% of eligible compensation in excess of that wage base. Eligible compensation includes base salary and eligible annual incentive awards. In addition, amounts credited to each employee earn interest at an approximation of the U.S. government’s 30-year Treasury securities rate. For pension benefit purposes, the 2009 annual incentive awards, which were paid outside of AVIP, are considered on the same basis as AVIP awards.Once the employee’s eligible compensation exceeds the IRS annual limitation on eligible compensation, monthly credits continue in the Auxiliary Retirement Plan.Plan.Form and Timing of Payment of Benefits. An employee may choose to receive vested Personal Retirement Account Formula benefits from the Retirement Plan as a single lump-sum payment or as one of several forms of annuity at termination of employment or deferred until no later than age 65. Amounts accrued under the Auxiliary Retirement Plan that are determined by the Personal Retirement Account Formula are paid in a lump sum at termination of employment or death, subject to any elections and other terms described under “Code Section“Section 409A Requirements” below. Code Section 409A RequirementsRequirements. . Personal Retirement Account Formula benefits in the Auxiliary Retirement Plan are subject to the requirements of U.S. Internal RevenueTax Code Section 409A (Section 409A). Eligible participants had the opportunity in 2008 to choose their form of payment (including a lump sum or annuity) for their accrued benefit, so long as they did not begin receiving payments in the year of the election. Payments of amounts that are subject to the requirements of Section 409A payable to the top 50 highest paid officers in the Company that are due upon separation from service are delayed for six months following their separation, as required by Section 409A.Present Value Calculation Assumptions. The present value of each eligible Named Executive Officer participant’s accumulated pension benefits is equal to his Personal Retirement Account Formula balance at December 31, 2019.2021. Each Named Executive Officer, except Mr. Tadros, who participated in the U.S.-based plansPappas, was vested in such benefit as of that date.
Retirement Eligibility. Personal Retirement Account Formula participants qualify to be paid their full vested benefit when their employment ends. Because Personal Retirement Account Formula benefits are based on total amounts credited for the employee and not final average compensation, those benefits are not reduced for any early retirement. Normal Retirement Eligibility applies at age 65 with at least one year of service. An employee is eligible for early Retirement Eligibility beginning at age 55 with 15 years of service. Each year of age over age 57 1/57-1/2 reduces the number of years of service required to qualify for early retirement, until normal Retirement Eligibility at age 65 and at least one year of service. While attaining Retirement Eligibility does not affect Personal Retirement Account Formula benefits, attaining Retirement Eligibility does effect whether a departed employee may continue to exercise vested Stock Options or Unit Options granted in 2014 or earlier and whether distribution elections of compensation deferred under the MetLife Leadership Deferred Compensation Plan or (the Leadership Plan), in 2014 or earlier will be honored. See the text accompanying Potential Payments upon Termination or Change-in-Control for a discussion of these effects as of 20192021 year-end. Of the Named Executive Officers, based in the U.S., only Mr. Kandarian and Mr. Goulart werewas Retirement Eligible during 2019.by year-end 2021. Globally MobileMr. Khalaf’s Legacy Pension Benefits
Mr. Khalaf did not accrue any benefits for his compensation and service in 2021 under either the Global Plan and or the Alico Overseas Pension Plan (the Overseas Plan). However, his potential early retirement reduction factor under each plan changed as a result of the difference in his age from year-end 2020 to year-end 2021. TABLE OF CONTENTS Overseas Plan.Mr. Khalaf has participated in the Overseas Plan for over 27 years, dating back to his service with Alico and its affiliates prior to MetLife’s 2010 acquisition of that company. The Overseas Plan is for non-U.S.-based employees, and does not count compensation earned for services in the United States. The purpose of the Globally Mobile Plan is to provide benefits determined using the same formulae as the Overseas Plan, but based on eligible compensation earned for services to the Company in the U.S. As a result, Mr. Khalaf became eligible for the Globally Mobile Plan upon his appointment as President, U.S. and EMEA during 2017, and was immediately credited with service on the same basis as the Overseas Plan. He continued to accrue benefits in the Globally Mobile Plan for the portion of his 2019 compensation and service while working in the U.S., but prior to his becoming a U.S.-based employee.
Globally Mobile Plan benefits are paid in a single lump sum when employment ends and, because that plan is subject to Section 409A, any payments to the top 50 highest paid officers in the Company that are due upon separation from service must be delayed for six months following separation. The Globally Mobile Plan is unfunded, and benefits under that plan are general unsecured promises of payment.
Mr. Khalaf accrued no benefits during 2019 under the Overseas Plan, however, his potential early retirement reduction factor changed as a result of the difference in his age from year-end 2018 to year-end 2019. The purpose of the Overseas Plan is to provide benefits for eligible employees based on length of service and base salary, excluding compensation for services to the Company while in the U.S. Eligible employees qualify for pension benefits after six months of service and become vested in their benefits after five years of service. The Overseas Plan is unfunded, and benefits under that plan are employer’s general unsecured promises of payment.
Mr. Khalaf’s service for purposes of the Overseas Plan includes his period of service with Alico and its affiliates prior to the Company’s acquisition of Alico on the same basis as such service is credited to other similarly-situated employees. The Overseas Plan does not recognize service by any employee for the first six months of employment or service by an employee in the United States while the employee is a U.S. taxpayer, resident, or citizen. An employee’s annual benefit under the Overseas Plan is determined by multiplying the employee’s years of service since January 1, 1966, but not exceeding 40 years, by 1.75% of the employee’s average final compensation, less each of the following: (1) approximately 1.43% of any social security benefit which the employee is eligible to receive, multiplied by the employee’s years of service, limited to 35 years; (2) the actuarial equivalent of the employer-contributed portion of any government-mandated defined contribution retirement plan, i.e., a “Provident Fund”; (3) any termination indemnity or severance allowance due under applicable law or labor agreement, not including any Company or affiliate severance plan, policy or agreement; (4) the actuarial equivalent of any employer contributions to any applicable defined contribution plan, and earnings on such contributions; and (5) the actuarial equivalent of the amount due to a participant from any other defined benefit plan sponsored by the Company or a Company affiliate.
An employee’s final average compensation is calculated by looking back at the 10-year period prior to retirement or termination of employment and determining the consecutive three-year period during which the employee’s eligible compensation produces the highest average annual compensation. Eligible compensation is limited to base salary, but does not include salary for services to the Company while in the U.S. A participant may choose to receive benefits under the Overseas Plan as a 100% joint and survivor annuity, a 75% joint and survivor annuity, a 50% joint and survivor annuity, life annuity, or life and 10 year term certain annuity. The actuarial value of all forms of payment is substantially equivalent. Benefits may not be paid to an employee before the employee becomes retirement eligible. Participants qualify for normal retirement at age 65 with at least five years of service, and early retirement beginning at age 55 with at least 10 years of service. Early retirement payments are reduced from normal retirement benefits by an early retirement factor that depends on the employee’s age and years of service at the time payments begin. For each year prior to normal retirement that benefit payments begin,a participant’s payment starts, the annual payment is reduced by a stated percentage. For employees who were not yet age 54 as of January 1, 2006, including Mr. Khalaf, benefits accrued prior to January 1, 2006 are reduced by an early retirement factor of 3%. Benefits for such employees that accrued on or after January 1, 2006 are subject to the following early retirement reduction factors: | | | | | | | | | | | | | | | | | | | | | | Minimum Age | | | Minimum Number
of Years of Service | | | Reduction Factor (%) | | | | | | | | | | | | | | 60 | | | 30 | | | 3 | | | | 60 | | | 25 | | | 4 | | | | 55 | | | 10 | | | 5 | | | | | | | | | | |
60 | | | 30 | | | 3 | 60 | | | 25 | | | 4 | 55 | | | 10 | | | 5 |
Mr. Khalaf was eligible for early retirement benefits under the Globally Mobile Plan and Overseas Plan in 2019.2021. Global Plan. The purpose of the Global Plan is to provide benefits determined using the same formula as the Overseas Plan, but based on eligible compensation earned for services to the Company in the U.S. As a result, Mr. Khalaf became eligible for the Global Plan upon his appointment as President, U.S. Business and EMEA during 2017, and was immediately credited with service on the same basis as the Overseas Plan. Global Plan benefits are paid in a single lump sum when employment ends and, because that plan is subject to Section 409A, any payments to the top 50 highest paid officers in the Company that are due upon separation from service must be delayed for six months following separation. The Global Plan is unfunded, and benefits under that plan are general unsecured promises of payment. Mr. Khalaf was eligible for early retirement benefits under the Global Plan in 2021. TABLE OF CONTENTS Present Value Calculation.The present value of Mr. Khalaf’s accumulated pension benefits under each of these legacy plans is reported in the table above using assumed retirement at the earliest date Mr. Khalaf could retire with full benefits. This is the date Mr. Khalaf will reach age 65. Otherwise, the assumptions used were the same as those used for financial reporting under GAAP. The discount rates used to determine the present value of the benefits were 4.35%2.65% as of December 31, 20182020 and 3.30%2.95% as of December 31, 2019.2021. For a discussion of the other assumptions made regarding this valuation, see Notes 1 and 18 of the Notes to Consolidated Financial Statements included in the 20192021 Form 10-K.
TABLE OF CONTENTS
Nonqualified Deferred Compensation at 20192021 Fiscal Year-End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name (1) | | | Plan Name | | | Registrant Contributions in Last FY ($) (2) | | | Aggregate Earnings in Last FY ($) (3) | | | Aggregate Withdrawals/ Distributions ($) (4) | | | Aggregate Balance at Last FYE ($) (5) | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | | | Auxiliary Match Plan | | | 20,800 |
| | | 714 |
| | | 0 |
| | | 21,514 | | | | | Steven A. Kandarian | | | Auxiliary Match Plan | | | 229,467 |
| | | 54,528 |
| | | 2,255,609 |
| | | 0 | | | | | | | Leadership Plan | | | 0 |
| | | 1,239,762 |
| | | 8,013,841 |
| | | 0 | | | | | John D. McCallion | | | Auxiliary Match Plan | | | 101,133 |
| | | 59,902 |
| | | 0 |
| | | 333,396 | | | | | Steven J. Goulart | | | Auxiliary Match Plan | | | 143,600 |
| | | 213,401 |
| | | 0 |
| | | 1,083,124 | | | | | | | Leadership Plan | | | 0 |
| | | 27,983 |
| | | 0 |
| | | 153,934 | | | | | Ramy Tadros | | | Auxiliary Match Plan | | | 71,450 |
| | | 9,885 |
| | | 0 |
| | | 88,084 | | | | | Martin J. Lippert | | | Auxiliary Match Plan | | | 140,877 |
| | | 37,854 |
| | | 0 |
| | | 284,698 | | | | | | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | Match Plan | | | 212,400 | | | 59,059 | | | 568,637 | John D. McCallion | | | Match Plan | | | 120,400 | | | 98,325 | | | 800,107 | Steven J. Goulart | | | Match Plan | | | 109,400 | | | 234,004 | | | 1,806,864 | | | Leadership Plan | | | 0 | | | 31,728 | | | 206,940 | Bill Pappas | | | Match Plan | | | 102,400 | | | 13,028 | | | 139,589 | Ramy Tadros | | | Match Plan | | | 101,400 | | | 41,678 | | | 384,302 |
| | | 1 | Bill Pappas was not eligible to participate in a defined contribution nonqualified deferred compensation plan in 2019. |
| | 2
| Amounts in this column are reported as components of Employer 401(k) Program for 20192021 in the “All Other Compensation” column of the Summary Compensation Table. |
| | 32
| None of the amounts in this column are reported for 20192021 in the Summary Compensation Table. See the text pertaining to the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of that table. |
3
| | 4 | Mr. Kandarian received payment of his entire defined contribution nonqualified deferred compensation in 2019, in accordance with his deferral elections and the terms of the applicable plans. |
| | 5 | A portion of the amounts reported in this column is attributable to Auxiliary Match Plan contributions. These contributions are reflected in the “All Other Compensation” column of the Summary Compensation Tables in the Company’s previous Proxy Statements (beginning in 2007) for Named Executive Officers who were also named in those Proxy Statements: $0$241,900 for Mr. Khalaf; $1,821,117 for Mr. Kandarian; $32,707$257,940 for Mr. McCallion; $367,767$624,717 for Mr. Goulart; and $109,000$22,600 for Mr. Lippert. MetLife has not previously namedPappas and $162,800 for Mr. TadrosTadros. |
4
| No Named Executive Officer received payment of defined contribution nonqualified deferred compensation in a Proxy Statement. |
| | | | | | 2020 Proxy Statement2021. |
104
TABLE OF CONTENTS Leadership Plan The Company’s U.S.-based nonqualified deferred compensation program offers defined contribution deferral opportunities to hundreds of eligible employees. The program includes the MetLife Leadership Deferred Compensation Plan or (the Leadership Plan). Under the Leadership Plan, employees may generally elect to defer receipt of their base salary, AVIP awards, and Performance Shares. Income taxation on such compensation is delayed until the employee receives payment. Amounts deferred under the Leadership Plan are subject to the requirements of Section 409A. None of the Named Executive Officers deferred any compensation under the Leadership Plan in 2019.2021. Under the Leadership Plan, eligible employees may elect to defer receipt of up to 75% of their base salary, all of their AVIP awards, and any Shares deliverable for Performance Share awards. These deferrals are voluntary contributions of the Named Executive Officers’ own earnings. Compensation that would have been made in Shares, but is deferred, remains deliverable in Shares. This includes Shares deliverable for Performance Shares, Restricted Stock Units, and the Shares deliverable under the Long Term Performance Compensation Plan formerly maintained by the Company. Cash awards under the Long Term Performance Compensation Plan that were irrevocably deferred in the form of Shares are also delivered in Shares. All other deferred cash compensation is payable in cash. Participants may elect to receive compensation they have deferred at a specified date before, upon or after separation of employment. In addition, participants may elect to receive payments in a single lump sum or in up to 15 annual installments. However, MetLife pays out the deferred compensation in a single lump sum when the employee leaves MetLife, unless the participant has met certain age and/or service milestones. With respect to compensation that would otherwise have been paid in 2014 and earlier but is instead deferred, the employee’s choice of form and timing of payment is honored if the employee becomes Retirement Eligible or BridgeEligible (meetmeets the requirements for age and service and havehas a final separation agreement under a particular severance plan, making the employee eligible for post-retirement medical benefits despite not being Retirement Eligible)Eligible (Bridge Eligible). With respect to compensation that would have been paid in 2015 or later but was instead deferred, the employee’s choice of form and timing of payment is honored if the employee has completed five or more years of service or is at least age 60 when employment ends. Payments to the top 50 highest paid officers that are due upon separation from service are delayed for six months following their separation, in compliance with Section 409A. The Company offers a number of simulated investments under the Leadership Plan. Participants may generally choose the simulated investments for their deferred cash compensation at the time they elect to defer compensation, and may change the simulated investment selections for their existing account balances at any time. The rate set for the Auxiliary Fixed Income Fund cannot exceed 120% of the applicable federal long term rate under U.S. Internal RevenueTax Code Section 1274(d) at the time that rate is set. The MetLife Deferred Shares Fund is available exclusively for compensation payable in Shares that the employee has deferred (Deferred Shares). Its returns reflect changes in the value of Shares plus the value of imputed reinvested dividends. The MetLife Common Stock Fund was available for deferred cash compensation. Its return reflected changes in value of Shares plus the value of imputed reinvested dividends, and returns on a limited proportion of simulated investments in instruments other than Shares. The Company no longer offered the MetLife Common Stock Fund after December 16, 2019.
The following table reflects the simulated investment returns for 20192021 on each of the alternatives offered under the Leadership Plan. | | | | | | | | | | | | | | | Simulated Investment | | | 20192021 Returns
(%) | | | | | | | | | Auxiliary Fixed Income Fund | | | 3.05 | | 1.40 | | Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio - Class A | | | 14.49 | | 2.82 | | Oakmark Fund® - Investor Class | | | 26.98 | | 34.20 | | Small Cap Equity Fund | | | 25.59 | | 14.75 | | Oakmark International Fund - Investor Class | | | 24.21 | | 9.03 | | S&P 500® Index | | | 31.49 | | 28.71 | | Russell 2000® Index | | | 25.52 | | 14.82 | | MSCI EAFE® Index | | | 22.01 | | 11.26 | | Bloomberg Barclays U.S. Aggregate Bond Index | | | 8.72 | | (1.54) | | Bank of America (BofA) Merrill Lynch U.S. High Yield Index | | | 14.40 | | 5.29 | | MSCI Emerging Markets Index SM | | | 18.44 | | (2.54) | | MetLife Deferred Shares Fund | | | 28.85 | | | | MetLife Common Stock Fund (1) | | | 27.61 | | | | | | | | |
33.10 | | 1 | Returns for the MetLife Common Stock Fund in the table above are for the portion of 2019 during which it was available. Each other simulated investment was available for the entirety of 2019. |
TABLE OF CONTENTS Eligible U.S.-based Named Executive Officers and other eligible U.S.-based employees who elected to contribute a portion of their eligible compensation under the tax-qualified 401(k) Plan in 20192021 received an employer matching contribution of their eligible compensation in that planthe 401(k) Plan in 2019:2021: | | | | | | | | | | | | | | | | Employee Contribution (as a percentage of eligible compensation) (%) | | | Employer
Matching Contribution
(as a percentage of eligible compensation) (%) | | | | | | | | | | | 3 | | | 3.0 | | | | 4 | | | 3.5 | | | | 5 or more | | | 4.0 | | | | | | | | |
3 | | | 3.0 | 4 | | | 3.5 | 5 or more | | | 4.0 |
The employee’s eligible compensation under the 401(k) Plan includes base salary and eligible annual incentive awards. Match Plan The U.S. Internal RevenueTax Code limits annual compensation that is eligible for employer contributions under the 401(k) Plan. In 2019,2021, the Company could not make contributions based on compensation over $280,000.$290,000. Named Executive Officers and other eligible employees who elected to participate in the 401(k) Plan during 20192021 were credited with a percentage of their eligible compensation beyond that limit. The employer matching contribution was determinedlimit in the (nonqualified) Match Plan, using the same employee contribution rate as applied under the 401(k) Plan. This employer matching contribution is credited to an account established for the employee under the nonqualified Auxiliary Match Plan.
If the employee makes no election otherwise, Auxiliary Match Plan balances are paid in a lump sum one year after termination of employment. Employees can elect to receive their Auxiliary Match Plan balances in up to 15 annual installments and/or may elect to delay their payment, or the beginning of their annual payments, for up to 10 years after termination of employment. Amounts in the Auxiliary Match Plan are subject to the requirements of Section 409A. Participants were able to elect the time and form of their payments through 2008, which was within the time period permitted for such elections under Section 409A. Since 2008, participants may change the time and form of their payments, but the election must be made during employment, must be made at least 12 months before payments would otherwise have begun, and must delay the start of benefit payments by at least five years from the date payments would have otherwise begun. Payments to the top 50 highest paid officers that are due upon separation from service are delayed for six months following their separation, in compliance with Section 409A. Employees may choose from a number of simulated investments for their Auxiliary Match Plan accounts. These simulated investments were identical to the core funds offered under the 401(k) Plan in 2019,2021, except that: (1)that the rate set for the Auxiliary Fixed Income Fund available under the Auxiliary Match Plan cannot exceed 120% of the applicable federal long term rate under U.S. Internal RevenueTax Code Section 1274(d) at the time that rate is set; and (2) while the 401(k) Plan offered funds consisting primarily of Brighthouse Financial, Inc. common stock and Reinsurance Group of America, Inc., respectively (due to the distribution of such stock to that plan from transactions involving its Share ownership), the Auxiliary Match Plan did not offer a similar simulated investment.set. Employees may change the simulated investments for new employer matching contributions to their Auxiliary Match Plan accounts at any time. Employees may change the simulated investments for their existing Auxiliary Match Plan accounts up to four times a month. Beginning in 2010,The Company charges employees could not allocate more than 10% of their existing Auxiliary Match Plan account balances to the MetLife Company Stock Fund (except for any account balance already in the MetLife Company Stock Fund as of January 1, 2010), and could not allocate more than 10% of future contributions to that fund. Fees are charged to employeesfees for moving existing balances out of certain international simulated investments prior to the expiration of pre-established holding periods. The MetLife Company Stock Fund’s return reflected changes in value of Shares plus the value of imputed reinvested dividends, and returns on a limited proportion of simulated investments in instruments other than Shares. MetLife no longer offered the MetLife Company Stock Fund after August 30, 2019.
The following table reflects the simulated investment returns for 20192021 on each of the alternatives offered under the Auxiliary Match Plan.Plan. | | | | | | | | | | | | | | | Simulated Investment | | | 20192021 Returns
(%) | | | | | | | | | Auxiliary Fixed Income Fund | | | 3.05 | | 1.40 | | Bond Index Fund | | | 8.70 | | (1.70) | | Balanced Index Fund | | | 19.84 | | 12.59 | | Large Cap Equity Index Fund | | | 31.42 | | 28.59 | | Large Cap Value Index Fund | | | 26.41 | | 24.99 | | Large Cap Growth Index Fund | | | 36.30 | | 27.50 | | Mid Cap Equity Index Fund | | | 26.12 | | 24.62 | | Small Cap Equity Fund | | | 25.59 | | 14.75 | | International Equity Fund | | | 33.07 | | | | MetLife Company Stock Fund (1) | | | 10.93 | | | | | | | | (0.35) |
| | 1 | Returns for the MetLife Company Stock Fund in the table above are for the portion of 2019 it was available. Each other simulated investment was available for the entirety of 2019. |
TABLE OF CONTENTS
Potential Payments upon Termination or Change-in-Control at 20192021 Fiscal Year-End The following table reflects hypothetical, estimated additional payments and benefits that would have been earned or accrued, or that would have vested or been issued or paid earlier than normal, for any of our Named Executive Officer employed through last business day of 2019 (an Active Named Executive Officer).Officers. It is based on a hypothetical end of the Active Named Executive Officer’s employment on the last business day of 20192021 (the Trigger Date)Date) and the closing price of a Share on the Trigger Date, $50.97$62.49 (the Trigger Date Closing Price)Price). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Death | | Severance-Eligible Termination
(No Change-in-Control) | | Change-in-Control
(Assuming No
Alternative Award) | | Change-in-Control
Severance Eligible
Termination | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Voluntary
Resig-
nation
($) | | Accelerated
Stock
Options
($) (1) | | Issuance of Shares (or
Payment of Cash
Equivalent)
for Share
Awards
($) (2) | | Severance
Pay
($) (3) | | Out-
placement
($) (4) | | Pro-Rata
Delivery
of Shares
(or Payment
of Cash
Equivalent)
for Share
Awards
($) (5) | | Accelerated
Stock
Options
($) (1) | | Issuance
of Shares (or
Payment of
Cash
Equivalent)
for Share
Awards
($) (2) | | Severance
Pay
($) (6) | | Benefits
Con-tinuation
($) (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | Michel A. Khalaf | 0 |
| | 739,173 | | 12,032,845 | | 876,924 | | 4,959 | | 3,733,400 | | 739,173 | | 12,032,845 | | 6,800,000 | | 125,842 | | | | John D. McCallion | 0 |
| | 239,169 | | 3,433,544 | | 670,193 | | 4,959 | | 916,700 | | 239,169 | | 3,433,544 | | 3,563,602 | | 87,343 | | | | Steven J. Goulart | 0 |
| | 417,989 | | 6,796,493 | | 709,616 | | 4,959 | | 0 | | 417,989 | | 6,796,493 | | 3,592,428 | | 90,311 | | | | Bill Pappas | 0 |
| | 0 | | 2,799,986 | | 457,693 | | 4,959 | | 0 | | 0 | | 2,799,986 | | 5,700,000 | | 48,002 | | | | Ramy Tadros | 0 |
| | 149,063 | | 4,230,611 | | 461,539 | | 4,959 | | 2,019,100 | | 149,063 | | 4,230,611 | | 3,291,570 | | 84,864 | | | | | | | | | | | | | | | | | | | | | | | | |
Michel A. Khalaf | | | 0 | | | 1,935,660 | | | 21,773,141 | | | 1,038,462 | | | 3,071 | | | 0 | | | 1,935,660 | | | 21,773,141 | | | 10,866,667 | | | 132,875 | John D. McCallion | | | 0 | | | 676,908 | | | 7,692,206 | | | 744,231 | | | 3,071 | | | 2,613,400 | | | 676,908 | | | 7,692,206 | | | 6,400,000 | | | 93,004 | Steven J. Goulart | | | 0 | | | 774,468 | | | 8,182,503 | | | 764,904 | | | 3,071 | | | 0 | | | 774,468 | | | 8,182,503 | | | 6,080,792 | | | 88,555 | Bill Pappas | | | 0 | | | 138,796 | | | 6,745,609 | | | 490,385 | | | 3,071 | | | 816,700 | | | 138,796 | | | 6,745,609 | | | 5,700,000 | | | 74,867 | Ramy Tadros | | | 0 | | | 540,737 | | | 6,529,331 | | | 507,692 | | | 3,071 | | | 2,216,700 | | | 540,737 | | | 6,529,331 | | | 1,748,979 | | | 101,409 |
| | 1
| Trigger Date unexercisable Options at Trigger Date Closing Price less exercise price. |
| | 2
| Trigger Date Outstanding Share Awards at Trigger Date Closing Price. Trigger Date Outstanding Share Awards,, consist of(a) Trigger Date Outstanding Performance Awards,, the executive’s 2018-20202020-2022 and 2019-20212021-2023 Performance Shares, and Performance Units, each of which was outstanding as of the Trigger Date, at 100% of Performance Shares granted (Target Performance); and (b) Trigger Date Outstanding Restricted Awards,, the executive’s Restricted Stock Units or Restricted Units outstanding as of the Trigger Date. |
| | 3
| Twenty-eight weeks of Trigger Date annual salary rate plus one week of Trigger Date annual salary for every year of service, up to an overall maximum of 52 weeks base salary. |
| | 4
| Company’s cost for outplacement services. |
| | 5
| For Active Named Executive Officers whose age and service did not meet the Rule of 65 as of the Trigger Date, Trigger Date Outstanding Performance Awards, prorated for the performance period through the Trigger Date, at Trigger Date Closing Price. |
| | 6
| Two times the sum of Trigger Date annual salary rate and the average annual incentive awards for the three fiscal years prior to the change-in-control, subject to a “modified cap” for any U.S. Internal RevenueTax Code excise taxes. The Company would not have made the executive whole for any such taxes. |
| | 7
| Three-year actuarial present value of continued benefits, using assumptions in MetLife’s GAAP financial statements. |
TABLE OF CONTENTS
The table above does not include payments or benefits under arrangements available on the same basis generally to all salaried employees in the jurisdiction in which the executive is employed. Any of the executive’s pension benefits and nonqualified deferred compensation are described in the Pension Benefits and Nonqualified Deferred Compensation tables. Voluntary Resignation None of the Named Executive Officers has a preferential arrangement that calls for any severance pay in connection with a voluntary resignation from employment prior to a change-in-control. Nor in such a case would any additional preferential payments or benefits have been earned or accrued, or have vested or been delivered or paid out earlier than normal, in favor of any Named Executive Officer. An ActiveA Named Executive Officer who had resigned but was Retirement Eligible (for awards granted in 2014 or earlier) or met the Rule of 65 (for awards granted in 2015 or later) as of the Trigger Date would have continued to receive the benefit of the executive’s outstanding LTI. The Company would have delivered Shares for each of the executive’s Performance Shares or paid cash for each of the executive’s Performance Units, after the conclusion of the performance period, and would have delivered Shares or paid cash for the executive’s Restricted Stock Units and Restricted Units after the conclusion of the restriction period, and all of the executive’s unexercised Stock Options would have continued to vest and remain exercisable for the remainder of their full ten-year term. These terms apply to all employees who meet age and service qualifications. Employees who retain their awards may forfeit them if they violate terms including non-disparagement, protection of Company property, interfering with MetLife business, soliciting MetLife employees to leave the Company, or, for executive officers of the Company, competing with MetLife. See Outstanding Equity Awards for details on the Performance Shares and Stock Options (and cash equivalents of each). As of the Trigger Date, Mr. Goulart was the only Retirement Eligible Active Named Executive Officer,Officer. Both he and only heMr. Khalaf met the Rule of 65. An executive terminated for “cause” on the Trigger Date would not have continued to receive the benefit of existing LTI described in the previous paragraph.above. For this purpose, “cause” is defined as engaging in a serious infraction of Company policy, theft of Company property or services or other dishonest conduct, conduct otherwise injurious to the interests of the Company, or demonstrated unacceptable lateness or absenteeism. Any other Active Named Executive Officer who had resigned on the Trigger Date would nevertheless have received any 2017-20192018-2020 Performance Shares or Performance Units previously granted to him, because these awards vested on December 31, 2019.2020. The executive would have had 30 days from the Trigger Date to exercise any Stock Options that had vested as of the Trigger Date. Such an Activea Named Executive Officer would have forfeited all other outstanding LTI. Death In the event that an Activea Named Executive Officer had died on the Trigger Date, that executive’s LTI would have vested and Shares would have become immediately deliverable, or cash become immediately payable. The Company would have delivered Shares for the executive’s unvested Performance Shares and paid cash for any of the executive’s Performance Units, using Target Performance, and would have delivered Shares or paid cash for the executive’s unvested Restricted Stock Units and paid cash for any Restricted Units. In each case, payment or delivery would have been made in a single lump sum. All of the executive’s Stock Options would have become immediately exercisable.exercisable and remain exercisable through the expiration date of the Stock Options. These terms apply to all employees. Severance-Eligible Termination
(No Change-in-Control) None of the Active Named Executive Officers has an employment agreement or other arrangement that calls for any severance pay in connection with a termination of employment for cause. If one of these Active Named Executive Officers had been terminated for cause on the Trigger Date, the executive’s unvested Performance Shares Performance Units, and Restricted Stock Units, and all of the executive’s Stock Options (and any cash-payable equivalents for each), would have been forfeited and the executive would have received no annual award for 20192021 performance. For the definition of cause for this purpose, see above under “Voluntary Resignation.” Had such an Activea Named Executive Officer been terminated from employment on the Trigger Date due to job elimination without a change-in-control having occurred, the executive would have been eligible for severance pay under a severance program for all officer-level employees. The severance pay would have been equal to 28 weeks base salary plus one week for every year of service, up to 52 weeks base salary, paid in a single lump sum. In order to receive any severance pay, the executive would have had to enter into a separation agreement including a release of employment-related
claims against the Company (a Separation Agreement)Agreement). Each executive would also have been entitled to outplacement services. If such an Activea Named Executive Officer’s termination had been due to performance, the amount of severance pay would have been one-half of what it would have been in the case of job elimination. If an employee had been Bridge Eligible and involuntarily terminated with severance pay on the Trigger Date, that TABLE OF CONTENTS employee would have received the benefit of all outstanding LTI made in 2005 through 2014 on the same basis as those who were Retirement Eligible. In order to be Bridge Eligible, an employee must enter into a Separation Agreement. None of the Active Named Executive Officers had the requisite age and service to qualify for Bridge Eligibility as of the Trigger Date. An ActiveA Named Executive Officer whose employment was terminated with severance pay and who was not Retirement Eligible, had not met the Rule of 65, and was not Bridge Eligible as of the Trigger Date would have had 30 days from the Trigger Date to exercise any Stock Options that had vested as of the Trigger Date. Such an Activea Named Executive Officer would have received Shares (or cash equivalent) for his 2017-20192019-2021 Performance Shares and Performance Units, because these awards vested at the end of the performance period on December 31, 2019.2021. Such an Activea Named Executive Officer would have been offered pro rata cash payments in consideration of any 2018-20202020-2022 and 2019-20212021-2023 Performance Shares, and Performance Units, contingent on a Separation Agreement. The amount of payment for these Performance Shares and Performance Units would have been determined using the amount of time that had passed in the performance period through the date of the termination of employment, the number of Performance Shares or Performance Units granted, the lesser of the performance factor ultimately determined for that three-year performance period or target performance (100%), and the lesser of the closing price of Shares on the date of grant and the closing price of Shares on the date the Board determined the performance factor for that performance period. Such payments would not have been made until after the end of the applicable performance period.
Such an Activea Named Executive Officer would also have been offered a pro rata cash payment for any outstanding Restricted Stock Units or Restricted Units that were to have vested in their entirety on the third or later anniversary of their grant date. Such a payment would have been based on the amount of time that had passed in the restriction period through the date of termination of employment. Any pro rata cash payment would have been in a single lump sum. The estimated cost of these Share-award-related pro rata payments for each Named Executive Officer is reflected in the table above, using the closing price of Shares on the date of grant and a hypothetical 100% performance factor. Change-in-Control (Assuming No Alternative Award) The Company’s definition of change-in-control is: any person acquires beneficial ownership of 25% or more of MetLife’s voting securities (for this purpose, persons include any group under Rule 13d-5(b) under the Exchange Act, not including MetLife, any affiliate of MetLife, any Company employee benefit plan, or the MetLife Policyholder Trust); a change in the majority of the membership of MetLife’s Board of Directors (other than any director nominated or elected by other directors) occurs within any 24-month period; or a completed transaction after which the previous shareholders of MetLife do not own the majority of the voting shares in the resulting company, or do not own the majority of the voting shares in each company that holds more than 25% of the assets of MetLife prior to the transaction. Had a change-in-control occurred on the Trigger Date, the Company could have chosen to substitute an award with at least the same value and at least equivalent material terms that complies with Section 409A (an Alternative Award), rather than accelerate the vesting of, and deliver Shares or pay cash for, the existing LTILTI. Otherwise, the Company would have delivered Shares for an Activea Named Executive Officer’s unvested Performance Shares or paid cash for the executive’s unvested Performance Units, using Target Performance and the change-in-control price of Shares, and would have delivered Shares or paid cash for the executive’s unvested Restricted Stock Units and Restricted Units using the change-in-control price of Shares. The Company would have made delivery or payment in a single lump sum within 30 days after the change-in-control, except that if the event did not qualify as a change-in-control as defined in Section 409A, then delivery or payment would have been made following the end of the three-year performance period originally applicable to the Performance Shares, or Performance Units, or following the end of the restriction period applicable to the Restricted Stock Units or Restricted Units.
In addition, if no Alternative Award had been made, each executive’s unvested Stock Options would have become immediately exercisable, and the Compensation Committee could have chosen to cancel each option in exchange for a single lump sum cash payment equal to the difference between the exercise price of the Stock Option and the change-in-control price. Change-in-Control Severance-Eligible Termination In addition to being eligible to receive the payments described above under “Change-in-Control,” each of the Active Named Executive Officers is eligible to participate in the Executive Severance Plan. Under this plan, had a change-in-control occurred on the Trigger Date, and had such an Activea Named Executive Officer’s terms and conditions of employment during the three-year period beginning with the Trigger Date (Employment Period) not satisfied specified standards, the Named Executive Officer could have terminated employment and received severance pay and related benefits. These standards include: TABLE OF CONTENTS base pay no lower than the level paid before the change-in-control; annual bonus opportunities at least as high as other Company executives; participation in all long-term incentive compensation programs for key executives at a level at least as high as for other executives of the Company of comparable rank; aggregate annual bonus and long-term compensation awards at least equal to the aggregate value of such awards for any of the three years prior to the change-in-control; a pro rata annual bonus for any fiscal year that extends beyond the end of the three-year period at least equal to the same pro rata portion of any of the three annual bonuses granted prior to the change-in-control; participation in all Company pension, deferred compensation, savings, and other benefit plans at the same level as or better than those made available to other similarly-situated officers; vacation, indemnification, fringe benefits, and reimbursement of expenses on the same basis as other similarly-situated officers; and a work location at the same office as the executive had immediately prior to the change-in-control, or within 50 miles of that location. In addition, if the Company had terminated an Activea Named Executive Officer’s employment without cause during the Employment Period, the executive would have received severance pay and related benefits. For these purposes, cause is defined as the executive’s conviction or plea of nolo contendere to a felony, dishonesty or gross misconduct which results or is intended to result in material damage to the Company’s business or reputation, or repeated, material, willful and deliberate violations by the executive of the executive’s obligations. Had an Activea Named Executive Officer listed in the table above qualified for severance pay as of the Trigger Date, the amount would have been two times the sum of the executive’s annual salary rate plus the average of the executive’s annual incentive awards for the three fiscal years prior to the change-in-control. If the executive would have received a greater net after-tax benefit by reducing the amount of severance pay below the U.S. Internal RevenueTax Code’s change-in-control excise tax threshold, the severance pay would have been reduced to an amount low enough to avoid that excise tax. Any such severance would have been paid in a single lump sum. The executive’s related benefits would have included up to three years continuation of existing medical, dental, and long-term disability plan benefits.benefits for a period up to three years. The estimated cost of these payments and benefits is reflected in the table above, using the Trigger Date Closing Price and the actuarial present value of continuation of benefits using the same assumptions or principles that are used by the Company for financial reporting purposes under GAAP. If severance pay and related benefits had become due because the executive voluntarily terminated employment because the Company failed to provide the terms and conditions specified above during the Employment Period, payment would have been delayed for six months in order to comply with Section 409A. Arrangements for Mr. Lippert
Mr. Lippert left MetLife effective April 30, 2019. The Company did not grant Mr. Lippert any bonus, cash incentive award, or LTI in respect of 2019 performance.
MetLife entered into a Separation Agreement and General Release with Mr. Lippert, effective June 16, 2019. Mr. Lippert released any claims against the Company and those associated with it and agreed not to disparage the Company and those associated with it. Mr. Lippert also agreed to assist and reasonably cooperate with the Company in connection with investigations, audits, examinations, inspections, or proceedings brought against or by the Company or any of its affiliates.
Mr. Lippert's Agreement to Protect Corporate Property remains effective. For example, Mr. Lippert must refrain from solicitation of MetLife employees or interfering with MetLife business for 18 months following the end of his employment.
Under the terms of previously-disclosed award agreements, Mr. Lippert will retain most of his outstanding Company stock-based long-term incentives. However, Mr. Lippert may forfeit his awards if he provides services (as an officer, director, employee, consultant, independent contractor, agent, or otherwise) to certain of MetLife’s key competitors before those awards vest or (in the case of options) before he exercises them.
For his agreement to these terms, the Company agreed to pay Mr. Lippert $1,172,750, subject to applicable tax withholding.
Arrangements for Mr. Kandarian
Mr. Kandarian served as the Company’s Chairman of the Board, President and Chief Executive Officer through April 30, 2019 and retired. In light of his age and service, under terms identical to all LTI awardholders, Mr. Kandarian retained the unvested and (in the case of Stock Options) unexercised LTI that MetLife had granted him in 2019 and earlier.
From time to time during retirement, Mr. Kandarian has received administrative support from MetLife office staff. Mr. Kandarian has also used his MetLife-paid, nonrefundable membership in an executive organization toward post-CEO membership.
Pay Ratio MetLife has calculated a reasonable estimate of the ratio of the CEO’s compensation to that of a median employee, using methods consistent with SEC rules for that purpose. MetLife has determined the 2021 median employee using the same compensation information and method it used to determine the 2020 and 2019 median employees as described in its 2020 Proxy Statement. The Company’s determinationCompany believes there have been no changes that would significantly affect its pay ratio because it has not significantly changed its employee population or employee compensation arrangements. However, it is not appropriate for MetLife to use the median employee it identified for 2020. The individual’s employment ended without payment of an AVIP award for 2021 performance, and as result the employee’s 2021 total compensation was not comparable to that of 2020. The Company has designated an employee for 2021 whose 2020 compensation was substantially similar to that of the 2020 median employee: included employees of its consolidated subsidiaries as of October 1, 2019 (the Measurement Date), determined byemployee, based on the jurisdiction’s general employment law criteria for who is an employee, excluding those identified below.
excluded 2,322 employees in the following jurisdictions: Malaysia (568), United Kingdom (374), Egypt (332), Ecuador (224), Nepal (139), Vietnam (126), Ukraine (102), Uruguay (100), Hungary (83), Jordan (75), Cyprus (71), Bulgaria (50), Oman (41), Qatar (17), Kuwait (11), Bahrain (7), Palestinian Authority (2). The total number of global employees, including these employees, was approximately 49,000 in over 40 markets.
used, as the Consistently Applied Compensation Measure for this purpose under SEC rules, the amount that employees were paid in salary, overtime pay, cash incentives, sign-on payments, recognition awards, tuition reimbursement, and employer allowances to cover a variety of personal expenses, each during the 12 months immediately preceding the Measurement Date.
annualized suchsame compensation for full- or part-time employees employed for less than the full 12-month period;
focused on employees in the median range with broadly representative compensation features, including employees who: were beyond first year of service, earned satisfactory or better performance ratings, were considered for AVIP awards, had dependent medical coverage, and participated in broadly-available retirement plans.measure.
The determination of the total compensation of the median employee for calendar year 20192021 included salary and incentive compensation earned for 2019,in 2021, employer contributions to defined contribution plans, change in pension value, estimated cost of group medical and dental benefits, and recognition awards. The median employee’s total compensation required no annualization. The median employee’s 20192021 total compensation was $77,359. MetLife has calculated the$76,392. The CEO’s estimated 20192021 total compensation for this purpose at $14,709,539. This reflectswas $16,643,340, which is $21,967 higher than the total column of the Summary Compensation Table for Mr. Khalaf increased for (1) base salary earnings annualized fromdue to the portionaddition of the year he served as CEO; and (2) estimated costscost of group medical and dental benefits, also annualized from the portion of the year he served as CEO.benefits. The resulting ratio of CEO to median employee 20192021 total compensation was approximately 190:218:1.
TABLE OF CONTENTS | | | | | | 116 | | | 2022 Proxy Statement
|
OTHER INFORMATION
Security Ownership of Directors and Executive Officers The table on this page shows the number of MetLife equity securities beneficially owned by each of the Directors and Named Executive Officers of MetLife and all the Directors and Executive Officers as a group. Other than as disclosed in note (7)Michel A. Khalaf | | | 187,852 | | | 373,502 | | | 0 | | | 561,354 | | | * | | | 0 | Steven J. Goulart | | | 241,266 | | | 300,532 | | | 0 | | | 541,798 | | | * | | | 0 | Cheryl W. Grisé | | | 4,708 | | | 0 | | | 16,891 | | | 21,599 | | | * | | | 52,126 | Carlos M. Gutierrez | | | 34,597 | | | 0 | | | 0 | | | 34,597 | | | * | | | 0 | Carla A. Harris (8) | | | 0 | | | 0 | | | 0 | | | 0 | | | * | | | 0 | Gerald L. Hassell | | | 10,029 | | | 0 | | | 14,868 | | | 24,897 | | | * | | | 1 | David L. Herzog | | | 12,967 | | | 0 | | | 1,108 | | | 14,075 | | | * | | | 4,436 | R. Glenn Hubbard, Ph.D. | | | 7,778 | | | 0 | | | 70,573 | | | 78,351 | | | * | | | 0 | Edward J. Kelly, III | | | 0 | | | 0 | | | 5,295 | | | 5,295 | | | * | | | 21,182 | William E. Kennard | | | 10 | | | 0 | | | 31,849 | | | 31,859 | | | * | | | 1 | Catherine R. Kinney | | | 19,567 | | | 0 | | | 34,448 | | | 54,015 | | | * | | | 0 | John D. McCallion | | | 84,231 | | | 80,634 | | | 0 | | | 164,865 | | | * | | | 0 | Diana L. McKenzie | | | 0 | | | 0 | | | 12,338 | | | 12,338 | | | * | | | 0 | Denise M. Morrison | | | 24,756 | | | 0 | | | 0 | | | 24,756 | | | * | | | 0 | Bill Pappas | | | 43,098 | | | 9,143 | | | 0 | | | 52,241 | | | * | | | 0 | Ramy Tadros | | | 54,085 | | | 54,154 | | | 0 | | | 108,239 | | | * | | | 0 | Mark A. Weinberger | | | 8,846 | | | 0 | | | 0 | | | 8,846 | | | * | | | 0 | Company Board of Directors, but not in any Director’s individual capacity (9) | | | 128,669,590 | | | 0 | | | 0 | | | 128,669,590 | | | 15.6% | | | 0 | All Directors and Executive Officers, as a group (10) | | | 896,467 | | | 1,025,031 | | | 187,370 | | | 2,108,868 | | | * | | | 77,746 |
1
| Other than as described in note (9) below, all information in the table and the notes thereto is as of the April 23, 2020 Record Date.Securities beneficially owned included, to the extent applicable to a Director, Named Executive Officer, or Executive Officer:
securities held in each individual’s name;
securities held by a broker for the benefit of the individual;
securities which the individual could have acquired within the following 60 days (as described in notes (3) and (4) below); and
other securities for which the individual directly or indirectly had or shared voting power or investment power (including the power to direct the disposition of the securities).
As of the Record Date, none of the Directors or Executive Officers of the Company beneficially owned any of the Company’s Preferred Stock.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock | | | | | | | | | | | | | | Name | | | Amount and Nature of
Beneficial
Ownership (1) (2) (3) (4) | | | Percent of Class | | | | | | | | | | | | | | Michel A. Khalaf | | | 66,798 |
| | | * | | | | Steven J. Goulart | | | 174,128 |
| | | * | | | | Cheryl W. Grisé | | | 19,324 |
| | | * | | | | Carlos M. Gutierrez | | | 28,882 |
| | | * | | | | Gerald L. Hassell | | | 18,370 |
| | | * | | | | David L. Herzog | | | 8,283 |
| | | * | | | | R. Glenn Hubbard, Ph.D. | | | 63,369 |
| | | * | | | | Steven A. Kandarian (5) | | | 203,521 |
| | | * | | | | Edward J. Kelly, III | | | 3,828 |
| | | * | | | | William E. Kennard | | | 24,149 |
| | | * | | | | James M. Kilts (6) | | | 31,647 |
| | | * | | | | Catherine R. Kinney | | | 49,557 |
| | | * | | | | Martin J. Lippert (5) | | | 0 |
| | | * | | | | John D. McCallion | | | 30,358 |
| | | * | | | | Diana L. McKenzie | | | 5,987 |
| | | * | | | | Denise M. Morrison | | | 19,041 |
| | | * | | | | Bill Pappas | | | 0 |
| | | * | | | | Ramy Tadros | | | 2,186 |
| | | * | | | | Mark A. Weinberger | | | 3,131 |
| | | * | | | | Board of Directors of MetLife, but not in each Director’s individual capacity (7) | | | 139,967,773 |
| | | 15.3% | | | | All Directors and Executive Officers, as a group (8) | | | 645,716 |
| | | * | | | | | | | | | | | |
| | * | Number of Shares represents less than one percent of the number of Shares outstanding as of the April 22, 2022 Record Date. None of the Directors or Executive Officers of the Company beneficially owned any of the Company’s Preferred Stock. |
| | 12
| Each Director and Named Executive Officer had sole voting and investment power over the Shares shown in this column opposite his or her name, except as indicated in notes (2),note (3) and (4) below. |
| | 23
| Includes, in the case of William E. Kennard and, therefore, all Directors and Executive Officers, as a group, 10 Shares held by the MetLife Policyholder Trust (the PH Trust) allocated to himMr. Kennard in his individual capacity as a beneficiary of the PH Trust. Directors and Executive Officers, as a group, had been allocated 10 Shares as beneficiaries of the PH Trust, in their individual capacities. The beneficiariesover which he had sole investment power and shared voting power with respect to such Shares. Note (7) below describes additional beneficial ownership attributed to the Board of Directors as an entity, but not to any Director in an individual capacity, of Shares held by the PH Trust.power. |
| | 3 | IncludesReflects Shares that were subject to Stock Options which were granted under the MetLife, Inc. 2005 Stock and Incentive Plan and the 2015 Stock and Incentive Plan that were exercisable on or would become so within 60 days after the Record Date (the 60-day Period), and havePeriod) with an exercise price lower than the Record Date closing price. The number of such Stock Options held by each Named Executive Officer is shown in the following table: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Number of
Stock Options
Exercisable
Within 60 Days | | Name | | Number of
Stock Options
Exercisable
Within 60 Days | | Name | | Number of
Stock Options
Exercisable
Within 60 Days | | | | | | | | | | | | | | | | | | Steven J. Goulart | | 40,704 | | Steven A. Kandarian | | 203,521 | | Michel A. Khalaf | | 35,616 | | | | | | | | | | | | | | | |
111
TABLE OF CONTENTS | | | | All Executive Officers, as a group, held 81,833 Stock Options exercisable within the 60-day Period. Mr. Kandarian was not an Executive Officer as of the Record Date and, therefore, his Stock Options are not included in this amount. Mr. Lippert was not an Executive Officer as of the Record Date and had no Stock Options exercisable in the 60-day Period. None of the Directors, except for Mr. Khalaf, held any Stock Options. Mr. Kandarian was not a Director as of the Record Date. | | | | 2022 Proxy Statement
|
| | 45
| Includes Shares deferred under the Company’s nonqualified deferred compensation program (Reflects Deferred Shares) that the Director or Active Named Executive Officer could have acquired acquirable within the 60-day Period, such as by ending employment or service as a Director, or by taking early distribution of the Shares (in some cases with a 10% reduction as provided under the applicable deferred compensation plan). The number, in each case regardless of such Deferred Shares held by individual Directors is shown in the following table:any delivery delayed to comply with Section 409A. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Number of
Deferred Shares
That Can
Be Acquired
Within 60 Days | | Name | | Number of
Deferred Shares
That Can
Be Acquired
Within 60 Days | | Name | | Number of
Deferred Shares
That Can
Be Acquired
Within 60 Days | | | | | | | | | | | | | | | | | | Cheryl W. Grisé | | 14,616 | | R. Glenn Hubbard, Ph.D. | | 55,591 | | James M. Kilts | | 10,384 | | | | Gerald L. Hassell | | 8,341 | | Edward J. Kelly, III | | 3,828 | | Catherine R. Kinney | | 32,048 | | | | David L. Herzog | | 1,031 | | William E. Kennard | | 24,139 | | Diana L. McKenzie | | 5,987 | | | | | | | | | | | | | | | |
The table immediately above includes Deferred Shares acquirable within the 60-day Period regardless of any delivery delayed outside that period to comply with Section 409A. All Directors and Executive Officers, as a group, held 155,965 Deferred Shares that could be acquired within the 60-day Period. None of the Active Named Executive Officers held any Deferred Shares.
6
| | 5 | Mr. Kandarian retired as Chairman, President and Chief Executive Officer effective April 30, 2019. Mr. Lippert’s service as Executive Officer with the Company ended April 30, 2019.Information reported in this table and the notes hereto with respect to Mr. Kandarian and Mr. Lippert is limited to Stock Options exercisable in the 60-day Period,Other than as described in note (3). Mr. Lippert had no Stock Options exercisable in(9) below, reflects percent of Shares outstanding as of the Record Date. Asterisk (*) indicates less than one percent.
|
7
| Reflects Deferred Shares not beneficially owned because they are not acquirable within the 60-day Period. |
8
| | 6 | Includes 236 Shares held by a limited partnership in which Mr. Kilts and members of his family hold indirect interests.Ms. Harris joined the Board effective April 27, 2022. |
9
| | 7 | This information is reportedReflects as of February 14, 2020. The Board11, 2022 number of Directors as an entity, but not any Director in his or her individual capacity, is deemed to beneficially own the Shares held by the PH Trust, as well as percent of Shares outstanding, deemed beneficially owned because the Board as an entity directs the votingvotes of those Shares on certain matters. This number of Shares deemed owned by the Board of Directors is reflected in Amendment No. 80 to Schedule 13D referred to under the heading Security Ownership of Certain Beneficial Owners. |
10
| | 8 | Does not includeRepresents total Shares in the PH Trust the Board of Directors beneficially owned as an entity, as described in note (7). Includes Shares in the PH Trust allocated toby the Directors and Executive Officers in their individual capacities, asover which they each exercised sole voting and sole dispositive power, except with respect to Shares described in note (2)(3). Includes 81,833Does not include Shares that were subject to Stock Options exercisable, and 155,965 Deferred Shares that could have been acquired, in the 60-day Period, by all Directors and Executive Officers of the Company, as a group, as described in notes (3) and (4), respectively. |
| | | | | | 2020 Proxy Statementnote (9). |
Deferred Shares Not Beneficially Owned
Deferred Shares are vested but unpaid Shares of MetLife, Inc. common stock. Deferred Shares are not beneficially owned if the holder could not acquire the Shares within the 60-day Period. The number of such Deferred Shares held by Directors, if any, is shown in the following table. None of the Active Named Executive Officers held any Deferred Shares as of the Record Date.
| | | | | | | | | | | | Name | | Deferred Shares
Not Beneficially Owned
| | | | | | | | Cheryl W. Grisé | | 44,101 | | | David L. Herzog | | 4,127 | | | Edward J. Kelly, III | | 15,313 | | | James M. Kilts | | 48,102 | | | Catherine R. Kinney | | 1 | | | | | | |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s Directors, certain officers of the Company, and beneficial owners of more than 10% of the Shares to file with the SEC initial reports of ownership and reports of changes in ownership of Shares and other equity securities of the Company. The Form 4 filed for Esther Lee on February 28, 2019 inadvertently excluded that 323 Shares were withheld to satisfy tax withholding. Based solely upon a review of the filings furnished to the Company during 2019 or written representations that no Form 5 was required, the Company believes that all other filings required to be made by reporting persons were timely made in accordance with the requirements of the Exchange Act.
112
TABLE OF CONTENTS
Security Ownership of Certain Beneficial Owners The following persons have reported to the SEC beneficial ownership of more than five percent of the Shares: | | | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | | | | | | | | | | | | | Beneficiaries of the MetLife Policyholder Trust (1) c/o Wilmington Trust Company, as Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890 | | | 139,967,773 |
| | | 15.3% | | | | BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055 | | | 69,013,076 |
| | | 7.5% | | | | The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 | | | 62,071,874 |
| | | 6.74% | | | | Dodge & Cox (4) 555 California Street, 40th Floor San Francisco, CA 94104 | | | 46,452,543 |
| | | 5.1% | | | | | | | | | | | |
Beneficiaries of the MetLife Policyholder Trust (1)
c/o Wilmington Trust Company, as Trustee
Rodney Square North
1100 North Market Street
Wilmington, DE 19890 | | | 128,669,590 | | | 15.6 % | BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055 | | | 71,686,373 | | | 8.5 % | The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355 | | | 56,951,725 | | | 6.77% | Dodge & Cox (4)
555 California Street, 40th Floor
San Francisco, CA 94104 | | | 58,725,183 | | | 7.0 % |
| | 1
| The Board of Directors of the Company has reported to the SEC that, as of February 14, 2020,11, 2022, it, as an entity, had shared voting power over 139,967,773128,669,590 Shares held in the MetLife Policyholder Trust (the PH Trust). The Board’s report is in Amendment No. 80,88, filed on February 21, 2020,18, 2022, to the Board’s Schedule 13D. MetLife created the PH Trust when MLIC,Metropolitan Life, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April 2000. At that time, eligible MLICMetropolitan Life policyholders received beneficial ownership of Shares, and MetLife transferred these Shares to the PH Trust, which is the record owner of the Shares. Wilmington Trust Company serves as trustee. The PH Trust beneficiaries have sole investment power over the Shares, and can direct the trustee to vote their Shares on matters identified in the PH Trust agreement. However, the PH Trust agreement directs the trustee to vote the Shares held in the PH Trust on some shareholder matters as recommended or directed by MetLife’s Board of Directors and, on that account, the Board, under SEC rules, shares voting power with the PH Trust beneficiaries and the SEC has considered the Board, as an entity, a beneficial owner under the rules. |
| | 2
| This information is based solely on a Schedule 13G/A filed with the SEC on February 5, 20203, 2022 by BlackRock, Inc., which reported beneficial ownership as of December 31, 20192021 of 69,013,07671,686,373 Shares, constituting 7.5%8.5% of the Shares, with sole voting power with respect to 59,209,43960,807,060 of the Shares, sole dispositive power with respect to 69,013,07671,686,373 of the Shares, and shared voting and dispositive power with respect to 0 of the Shares. |
| | 3
| This information is based solely on a Schedule 13G/A filed with the SEC on February 12, 20209, 2022 by The Vanguard Group, which reported beneficial ownership as of December 31, 20192021 of 62,071,87456,951,725 Shares, constituting 6.74%6.77% of the Shares, with sole voting power with respect to 1,156,4910 of the Shares, sole dispositive power with respect to 60,743,69753,983,101 of the Shares, shared voting power with respect to 227,9091,170,772 of the Shares, and shared dispositive power with respect to 1,328,1772,968,624 of the Shares. |
| | 4
| This information is based solely on a Schedule 13G13G/A filed with the SEC on February 13, 202014, 2022 by Dodge & Cox, which reported beneficial ownership as of December 31, 20192021 of 46,452,54358,725,183 Shares, constituting 5.1%7.0% of the Shares, with sole voting power with respect to 44,066,16355,632,033 of the Shares, sole dispositive power with respect to 46,452,54358,725,183 of the Shares, and shared voting and dispositive power with respect to 0 of the Shares. |
TABLE OF CONTENTS
Information About the Annual Meeting, Proxy Voting, and the Board of Directors The Board is not aware of any matters to be presented for a vote at the Annual Meeting other than those described in this Proxy Statement. If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders designated on the proxy card. Accessing your proxy materialsYour Proxy Materials MetLife is using “notice and access” procedures to distribute its proxy materials to its shareholders. MetLife is mailing a Notice of Internet Availability of Proxy Materials (Notice) to shareholders. Shareholders who received the Notice may access the proxy materials over the Internet or, on request, receive a paper copy of the materials by mail or an e-mail copy. The Notice includes instructions on how to access the materials over the Internet and how to request a paper or e-mail copy. The Notice further provides instructions on how shareholders may elect to receive proxy materials in the future in printed form or by electronic mail. Some of our shareholders, including shareholders who previously asked to receive paper copies of the proxy materials, will receive paper copies of the proxy materials. Electronic deliveryDelivery of the proxy statementProxy Statement and annual reportAnnual Report to shareholdersShareholders If you are a shareholder of record, you may choose to receive future proxy statements and annual reports to shareholders electronically by consenting to electronic delivery online by accessing your account at: www.computershare.com/metlife. If you choose to receive your proxy materials electronically, your choice will remain in effect until you notify MetLife that you wish to discontinue electronic delivery of these documents. You may provide your notice to MetLife by accessing your account via the Internet at www.computershare.com/metlife. If you hold your Shares in street name in a stock brokerage account or at a bank or other nominee, refer to the information provided by that entity for instructions on how to elect this option. AttendingParticipating in the Annual Meeting
MetLife shareholders of record or their duly appointed proxies are entitled to attendparticipate in the Annual Meeting.Meeting, submit questions, examine the list of shareholders, and vote their Shares electronically. Each shareholder may appoint only one representative to attendparticipate in the Annual Meeting on his, her or its behalf. Due to the ongoing COVID-19 pandemic, and in order to protect the health and well-being of our shareholders, employees and Directors, the Annual Meeting this year will be held solely by means of remote communication. There will be no in-person meeting at our offices. Holders of recordRecord. To participate in the Annual Meeting, shareholders must visit www.virtualshareholdermeeting.com/MET2022 (. If you are a MetLife shareholder of recordVirtual Meeting Site) on Tuesday, June 21, 2022, and wish to attendenter the meeting, you will be required to bring an admission ticket. If you received your proxy materials by mail, your admission ticket will be your16-digit control number (Control Number) on the Notice, of Internet Availability, proxy card, (shareholders of record only) or voting instruction form (beneficial owners only). If you received your proxy materialsthey received. Shareholders who enter their Control Number may submit questions, examine the list of shareholders, vote and exercise any other shareholder rights that shareholders would be entitled to exercise at the Annual Meeting by emailfollowing instructions on the Virtual Meeting Site. Anyone who does not enter a Control Number will not be able to submit questions, examine the list of shareholders or are accessingvote during the proxy materials overAnnual Meeting but may listen as a guest. Participants may access the Internet, you can print an admission ticketVirtual Meeting Site beginning at www.proxyvote.com. We encourage2:15 p.m., Eastern Time to log in prior to the start of the Annual Meeting at 2:30 p.m., Eastern Time. Question Period. Shareholders may submit questions during the Annual Meeting related to the proposals presented at the Annual Meeting. The Company will also hold a Question Period for general shareholder questions related to the business of the Company immediately following the adjournment of the Annual Meeting. Shareholders may submit questions by following instructions on the Virtual Meeting Site. A shareholder who wishes to submit a question in advance may do so at www.proxyvote.com upon logging in using their Control Number. The Company expects to post responses to any appropriate questions that it did not address during the Annual Meeting or the Question Period on investor.metlife.com under “Quick Links.” MetLife will make the Annual Meeting and Question Period Rules of Conduct available on the Virtual Meeting Site. The Rules of Conduct will address such matters as the types of questions the Company will address during the Annual Meeting and during the Question Period, how the Company will respond to such questions, the guidelines for submitting questions, and how questions and responses will be disclosed to shareholders. The Company asks all shareholders to pre-register in advanceprovide name and contact details when submitting a question through the Virtual Meeting Site. This will help MetLife address any individual concerns or follow-up matters as appropriate. For questions of personal interest that are not of general concern to all shareholders, or questions posed at the TABLE OF CONTENTS Annual Meeting not otherwise answered, please contact the Company after the Annual Meeting by visiting www.proxyvote.com. Oninvestor.metlife.com/contact-us/. Technical Support. Anyone who has technical difficulties accessing or using the dayVirtual Meeting Site during the Annual Meeting should call the technical support number on the Virtual Meeting Site. The Virtual Meeting Site is supported on browsers (e.g., Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of the meeting, please bring your admission ticket, together with government issued photo identification such as a driver’s licenseapplicable software and plugins. Each participant should ensure strong WiFi or passport, which you will be asked to present to gain entrance to the meeting at 200 Park Avenue, New York, New York.other internet connection. Holders in street name.Street Name. Beneficial owners whose Shares are held in street name in a stock brokerage account or by a bank or other nominee also are entitled to attendparticipate in the meeting. However, becauseAnnual Meeting. As part of your proxy materials provided by the Company may not have evidence that you are a beneficial owner,shareholder of record, you will need to bring proof of your ownership, together with government issued photo identification such as a driver’s license or passport, to be admitted to the meeting. A recent statement or letter from the record owner (your bank, broker or other nominee) confirming your beneficial ownership, together with such photo identification, will be acceptable proof. We are monitoring COVID-19 developments and the related recommendations and protocols issued by public health authorities and federal, state, and local governments. If we determine necessary, we will announce alternative arrangements for the Annual Meeting, which may include a change in venue or holding the meeting solely by means of remote communication. We will announce any such change and the detailsreceive instructions on how to access the Virtual Meeting Site and participate by press release, which willin the Annual Meeting. You must follow those instructions to be available on our website at https://investor.metlife.com and filed withable to participate in the SEC as additional proxy materials. Please check our website in advance of the meeting date if you are planning to attend in person. We retain the right, as always, to postpone or adjourn the meeting.Annual Meeting.
Shares outstandingOutstanding and holdersHolders of record entitledRecord Entitled to voteVote at the Annual Meeting There were 909,106,570814,447,349 Shares outstanding as of the April 23, 202022, 2022 Record Date. Each of those Shares is entitled to one vote on each matter to be voted on at the Annual Meeting.
All holders of record of Shares at the close of business on the April 23, 202022, 2022 record date are entitled to vote at the Annual Meeting. Your voteVote is importantImportant Whether or not you plan to attendparticipate in the Annual Meeting, please take the time to vote your Shares as soon as possible. You may vote your Shares on the Internet, by using a toll-free telephone number or by mailing your proxy card (see your Notice or proxy card for complete instructions, or refer to the instructions that follow). Voting yourYour Shares Holders of record.Record. If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you may vote by: attendingparticipating in the virtual-only Annual Meeting and voting in person;electronically;
voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 15, 2020;20, 2022; or mailing your proxy card so that it is received by MetLife, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting. Instructions about these ways to vote appear on your Notice orand proxy card. If you vote on the Internet or by telephone, please have your Notice or proxy card available for reference when you vote. For shareholders of record, votes submitted by mail, on the Internet or by telephone will be voted by the individuals named on the proxy card in the manner you indicate. If you do not specify how your Shares are to be voted, the proxies will vote your Shares FOR Proposal 1 (election of each Director nominee), Proposal 2 (ratification of the appointment of Deloitte as the Company’s independent auditor for 2020)2022) and Proposal 3 (advisory vote to approve compensation paid to the Company’s Named Executive Officers). Holders in street name.Street Name. If you are a beneficial owner whose Shares are held in street name and you wish to vote in personelectronically at the virtual-only Annual Meeting, you must contactobtain a proxy from your bank, broker or other nominee and follow the instructions on how to obtain its proxy. Bring that document with you toaccess the Virtual Meeting Site and vote at the meeting. If you do not instruct your broker how to vote on Proposals 1 or 3, your Shares will not be voted (a Broker Non-Vote). See “Tabulation of abstentions and Broker Non-Votes” following for additional details. Contact your bank, broker or other nominee directly if you have questions.
Changing your voteYour Vote or revoking your proxy afterRevoking Your Proxy After it is submittedSubmitted Holders of record.Record. You may change your vote or revoke your proxy by: subsequently voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 15, 2020;20, 2022; signing another proxy card with a later date and returning it so that it is received by MetLife, at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting; sending your notice of revocation so that it is received by MetLife, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting or sending your notice of revocation to MetLife via the Internet at www.proxyvote.com no later than 11:59 p.m., Eastern Time, June 15, 2020;20, 2022; or attendingparticipating in the virtual-only Annual Meeting and voting in person.electronically.
Holders in street name.Street Name. If you hold your shares in street name in a stock brokerage account or at a bank or other nominee, please contact the brokerage firm, bank or other nominee for instructions on how to change your vote. TABLE OF CONTENTS Voting of Shares heldHeld in the MetLife Policyholder Trust The beneficiaries of the MetLife Policyholder Trust may direct Wilmington Trust Company, as trustee, to vote their Shares held in the trust on certain matters that are identified in the trust agreement governing the trust, including approval of mergers and contested Directors’ elections. On all other matters, the trust agreement directs the trustee to vote the Shares held in the trust as recommended or directed by the Company’s Board of Directors. The beneficiaries of the trust may not direct the trustee to vote their shares on any matters to be presented at the Annual Meeting. Vote requiredRequired to electElect Directors Under the Company’s By-laws, in an uncontested election, such as the election of Directors at the Annual Meeting, the vote of a majority of the votes cast with respect to a Director’s election at a meeting at which a quorum is present will determine the election of the Director.
Under Delaware law, a Director holds office until the Director’s successor is elected and qualified or until the Director’s earlier resignation or removal. The Company’s By-Laws provide that, following the certification of the shareholder vote in an uncontested election, such as the election of Directors at the Annual Meeting, any incumbent Director who is a nominee for election as Director who receives a greater number of votes “against” his or her election than votes “for” his or her election will promptly tender his or her resignation. The Governance and Corporate Responsibility Committee of the Board of Directors will promptly consider the offer to resign and recommend to the Board whether to accept or reject it. The Board of Directors will decide within 90 days following certification of the shareholder vote whether to accept or reject the resignation. The Board’s decision and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Vote requiredRequired to approve matters otherApprove Matters Other than the electionElection of Directors The affirmative vote of the holders of a majority of the Shares voting will be sufficient to ratify the appointment of Deloitte as the Company’s independent auditor for 20202022 (Proposal 2) and to approve the advisory vote to approve the compensation paid to the Company’s Named Executive Officers (Proposal 3). 1. | | | Election of 13 Directors to one-year terms | | | Majority of Shares voted (1) | | | No effect | | | No effect | 2. | | | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2022 | | | Majority of Shares voted | | | No effect | | | Not applicable | 3. | | | Advisory vote to approve compensation paid to the Company’s Named Executive Officers | | | Majority of Shares voted | | | No effect | | | No effect |
1
| See “Vote Required to Elect Directors” above. |
Tabulation of abstentionsAbstentions and Broker Non-Votes If a shareholder abstains from voting as to the election of each Director nominee (Proposal 1), the ratification of the appointment of Deloitte as the Company’s independent auditor for 20202022 (Proposal 2), or the approval of the advisory vote to approve the compensation paid to the Company’s Named Executive Officers (Proposal 3), the shareholder’s Shares will not be counted as voting for or against that matter. If you are a beneficial owner whose Shares are held in street name and you do not submit voting instructions to your broker, your broker may generally vote your Shares in its discretion on routine matters. Proposal 2 is considered routine and may be voted upon by your broker if you do not submit voting instructions. However, brokers do not have the discretion to vote their clients’ Shares on non-routine matters, unless the broker receives voting instructions from the beneficial shareholder. Proposals 1 and 3 are considered non-routine matters. Consequently, if your Shares are held in street name, you must provide your broker with instructions on how to vote your Shares in order for your Shares to be voted on these proposals. If a broker does not cast a vote as to Proposal 1 or 3, the absence of a vote will have the same effect on those proposals as an abstention, and will not affect the outcome of the vote. Quorum To conduct business at the Annual Meeting, a quorum must be present. A quorum will be present if shareholders of record of one-third or more of the Shares entitled to vote at the meeting are present in person or are represented by proxies. Abstentions and Broker Non-Votes will be counted to determine whether a quorum is present. TABLE OF CONTENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposal | | | Vote Required | | | Effect of
Abstentions | | | Effect of Broker
Non-Votes | | | | | | | | | | | | | | | | | 1. | | Election of 12 Directors to one-year terms | | | Majority of Shares voted (1)2022 Proxy Statement
| | | No effect | | | No effect | | | 2. | | Ratification of the appointment of Deloitte &
Touche LLP as the Company’s independent auditor for 2020
| | | Majority of Shares voted | | | No effect | | | Not applicable | | | 3. | | Advisory vote to approve compensation paid to
the Company’s Named Executive Officers
| | | Majority of Shares voted | | | No effect | | | No effect | | | | | | | | | | | | | | | |
| | 1 | See “Vote required to elect Directors” above. |
Inspector of Election and confidential votingConfidential Voting The Board of Directors has appointed an agent of Broadridge Financial Solutions to be Inspector of Election at the Annual Meeting. The Company’s By-Laws provide for confidential voting. Directors’ attendanceAttendance at annual meetingsAnnual Meetings of shareholdersShareholders Directors are expected to attend annual meetings of shareholders, and 1112 out of 12 Directors serving at that time attended MetLife’s 20192021 annual meeting of shareholders. Cost of soliciting proxiesSoliciting Proxies for the Annual Meeting The Company has retained Georgeson LLC to assist with the solicitation of proxies from the Company’s shareholders of record. For these services, the Company will pay Georgeson LLC a fee of approximately $12,500,$14,000, plus expenses. The Company also will reimburse banks, brokers or other nominees for their costs of sending the Company’s proxy materials to beneficial owners. Directors, officers or other MetLife employees also may solicit proxies from shareholders in person, or by telephone, facsimile transmission or other electronic means of communication, but will not receive any additional compensation for such services.
Where to findFind the voting resultsVoting Results of the Annual Meeting The Company will announce preliminary voting results at the Annual Meeting and publish preliminary or final voting results in a Form 8-K within four business days following the meeting. If only preliminary voting results are available for reporting in the Form 8-K, the Company will amend the Form 8-K to report final voting results within four business days after the final voting results are known. Communications with the Company’s Directors The Board of Directors provides procedures through which security holders may send written communications to individual Directors or the Board, of Directors, and procedures through which interested parties may submit communications to the Non-Management Directors. In addition, the Audit Committee of the Board of Directors provides procedures through which interested parties may submit communications regarding accounting, internal accounting controls or auditing matters to the Audit Committee. Information about these procedures is available on MetLife’s website at www.metlife.com/about-us/corporate-governance by selecting “Corporate Conduct” and then the appropriate link under the “Corporate Conduct” section.
Additional Information Forward-Looking Statements This Proxy Statement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that theyevents and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “look forward,” “look toward,” “ongoing,“may,” “plan,” “project,“potential,” “remain,” “shall,” “shortly,“project,” “should,” “unlikely,“will,” “will,”“would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in connection with a discussion of future financial performance. In particular, theseeach case in all derivative forms. They include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results. Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknownMany factors determine Company results, and they involve unpredictable risks and uncertainties. Many such factors will be important in determining the actual future results of MetLife, its subsidiaries and affiliates. TheseMetLife’s forward-looking statements are baseddepend on currentour assumptions, our expectations, and our understanding of the current economic environment. They involve a number of risksenvironment, but they may be inaccurate and uncertainties that are difficult to predict. These statements aremay change. The Company does not guarantees ofguarantee any future performance. ActualIts results could differ materially from those expressedit expresses or impliedimplies in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include theThe risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. For example, MetLife’s 20192021 Form 10-K, any Quarterly Reports on Form 10-Q or Current Report on Form 8-K filed by MetLife with the SEC after the date ofCompany filed the 20192021 Form 10-K under the captions “Note Regarding Forward-Looking Statements” or “Risk Factors,” and other filings MetLife makes with the SEC. SEC identify some of these risks and uncertainties.
MetLife does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife makes on related subjects in reports to the SEC. 20212023 Shareholder Annual Meeting Shareholder Proposals and Nominations Deadline
Rule 14a-8 under the Exchange Act establishes the eligibility requirements and the procedures that must be followed for a shareholder’s proposal to be included in a public company’s proxy materials. Under the Rule, proposals submitted for inclusion in MetLife’s 20212023 proxy materials must be received by MetLife, Inc. at 200 Park TABLE OF CONTENTS Avenue, New York, NY 10166, Attention: Corporate Secretary, on or before the close of business on December 29, 2020.30, 2022. If the Company changes this deadline, it will disclose that fact and the new deadline in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Proposals must comply with all the requirements of Rule 14a-8. MetLife’s By-Laws permit a shareholder, or a group of up to 20 shareholders, owning Shares continuously for at least three years representing an aggregate of at least three percent of the voting power entitled to vote in the election of Directors, to nominate and include in MetLife’s proxy materials Director nominees constituting up to the greater of two nominees or 20% of MetLife’s Board, provided that the shareholders and the Director nominees satisfy the requirements in the By-Laws. Notice of Director nominees for inclusion in the proxy materials must be received by our Corporate Secretary at the address belowabove no earlier than the close of business on January 17, 202122, 2023 and no later than the close of business on February 16, 2021.21, 2023. A shareholder may present a matter for consideration at MetLife’s 20212023 annual meeting of shareholders (including any shareholder proposal not submitted under Rule 14a-8 or any Director nomination) without requesting that the matter be included in the Company’s Proxy Statement. To do so, the shareholder must deliver to the MetLife Corporate Secretary no earlier than the close of business on January 17, 202122, 2023 and no later than the close of business on February 16, 202121, 2023 or such other date as may be announced by the Company in accordance with its By-Laws a notice containing the information required by the advance notice and other provisions of the Company’s By-Laws. Copies of the By-Laws may be obtained by written request to MetLife, Inc., 200 Park Avenue, New York, NY 10166, Attention: Corporate Secretary. The By-Laws also are available on MetLife’s website at www.metlife.com/about-us/corporate-governance by selecting the appropriate category under the heading “Related Links.”
Legal Proceedings
Shareholders, seekingIn addition, to sue derivatively on behalfcomply with the universal proxy rules, shareholders who intend to solicit proxies in support of MetLife, commenced three separate actions against certain current and former members ofdirector nominees other than the Board of Directors and/or certain current and former officers of MetLife, Inc., alleging that, among other things, they breached their fiduciary and other dutiesCompany’s nominees must provide notice to the Company. In Kates v. Kandarian, et al. (E.D.N.Y., filed January 18, 2019) and Felt, et al. v. Grise, et al. (D. Del., filedMetLife Corporate Secretary that
sets forth the information required by Rule 14a-19 under the Exchange Act by no later than April 29, 2019), plaintiffs allege that the defendants disseminated or approved public statements that failed to disclose that MetLife’s practices and procedures for estimating reserves for certain group annuity benefits were inadequate and that MetLife had inadequate internal control over financial reporting. In Lifschitz v. Kandarian, et al. (Del. Ch., filed June 19, 2019), plaintiff alleges that the Board of Directors knew or should have known that MetLife’s practices and procedures for estimating reserves for certain group annuity benefits were inadequate. In all three actions, plaintiffs allege that because of the defendants’ breaches of duty, MetLife has incurred damage to its reputation and has suffered other unspecified damages. The defendants intend to defend these actions vigorously.22, 2023. Arrangements or Understandings Pursuant to Which A Company Director was Selected
In 2019, the Company agreed with Mark A. Weinberger that his appointment and service as a Director would create no obligations from the EY network or its associates (together, EY Network) to the Company. The Company also agreed it will make no claim against the EY Network relating to Mr. Weinberger's Director service.
Mr. Weinberger informed the Company that, through year-end 2019, he would resign from the Board if the EY Network determined that his Board service raised audit or independence issues and would recuse himself from investments-, Brighthouse Financial, Inc.-, and EY Network-related matters. Mr. Weinberger also reminded the Company that he could not use any EY Network information for the Company's benefit, due to confidentiality.
MetLife’s Annual Report on Form 10-K MetLife, Inc. will provide to shareholders without charge, upon written request, a copy of MetLife, Inc.’s Annual Report on Form 10-K (including financial statements and financial statement schedules, but without exhibits) for the fiscal year ended December 31, 2019.2021. MetLife, Inc. will furnish to requesting shareholders any exhibit to the 20192021 Form 10-K upon the payment of reasonable expenses incurred by MetLife, Inc. in furnishing such exhibit. Requests should be directed to MetLife Investor Relations, MetLife, Inc., 200 Park Avenue, New York, New York 10166 or via the Internet by going to https://investor.metlife.com and selecting “Request for Information” under the “Shareholder Services” section. The 20192021 Form 10-K may also be accessed at https://investor.metlife.com by selecting “SEC Filings” under the “Financials” section as well as at the website of the United States Securities and Exchange Commission at www.sec.gov. Principal executive officesExecutive Offices The principal executive offices of MetLife are at 200 Park Avenue, New York, NY 10166. Third Party Trademarks AnyAll third party trademarks and/or service marks (including logos and icons) used in this document areremain the intellectual property of their respective owners. Other thanUnless specifically identified as set forth in this document,such, MetLife’s use of third party trademarks does not indicate any relationship, sponsorship or endorsement between MetLife and its affiliatesthe owners of these marks. All references by MetLife to third party marks are not associated with suchto identify the corresponding third parties.party goods and/or services and intended to constitute nominative fair use under applicable trademark laws.
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APPENDIX A — COMPENSATION DISCUSSION AND ANALYSIS SUPPLEMENTARY INFORMATION Comparator Group and MetLife Revenues, Total Assets and Market Capitalization | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comparator Group Company | | Revenues ($) (1) (3) | | Total Assets ($) (1) (4) | | Market Capitalization ($) (2) (4) | | | | | | | | | | | | | | Aflac Inc. | | 22,307 | | | 152,768 | | | 38,447 |
| | | | Allstate Corp | | 44,675 | | | 119,950 | | | 35,872 |
| | | | American Express Company (6) | | 43,556 | | | 198,321 | | | 100,837 |
| | | | American International Group | | 49,746 | | | 525,064 | | | 44,657 |
| | | | AXA SA (5) (7) | | 116,256 | | | 876,848 | | | 68,143 |
| | | | Bank of America Corporation (6) | | 91,244 | | | 2,434,079 | | | 311,209 |
| | | | Citigroup Inc. (6) | | 74,286 | | | 1,951,158 | | | 168,897 |
| | | | Hartford Financial Services | | 20,740 | | | 70,817 | | | 21,851 |
| | | | HSBC Holdings plc (5) (6) | | 56,098 | | | 2,715,152 | | | 159,467 |
| | | | JPMorgan Chase & Co. (6) | | 115,627 | | | 2,687,379 | | | 429,913 |
| | | | Manulife Financial Corp. (5) (8) | | 61,253 | | | 622,868 | | | 39,549 |
| | | | Morgan Stanley (6) | | 41,419 | | | 895,429 | | | 81,484 |
| | | | Prudential Financial Inc. | | 64,807 | | | 896,552 | | | 37,387 |
| | | | Sun Life Financial Inc. (5) (8) | | 30,545 | | | 228,786 | | | 26,801 |
| | | | The Travelers Companies, Inc. | | 31,581 | | | 110,122 | | | 34,991 |
| | | | U.S. Bancorp (6) | | 22,986 | | | 495,426 | | | 90,960 |
| | | | Wells Fargo & Company (6) | | 85,063 | | | 1,927,555 | | | 222,432 |
| | | | MetLife | | 69,620 | | | 740,463 | | | 46,655 |
| | | | | | | | | | | |
Aflac Inc. | | | 22,106 | | | 157,542 | | | 38,078 | Allstate Corp | | | 50,588 | | | 99,440 | | | 33,060 | American Express Company (5) | | | 42,380 | | | 188,548 | | | 124,500 | American International Group | | | 52,057 | | | 596,112 | | | 46,551 | AXA SA (6) (7) | | | 113,781 | | | 882,974 | | | 72,197 | Bank of America Corporation (5) | | | 89,113 | | | 3,169,495 | | | 359,383 | Citigroup Inc. (5) | | | 71,884 | | | 2,291,413 | | | 119,835 | Hartford Financial Services | | | 22,390 | | | 76,578 | | | 23,123 | HSBC Holdings plc (5) (6) | | | 49,552 | | | 2,957,939 | | | 123,309 | JPMorgan Chase & Co. (5) | | | 121,649 | | | 3,743,567 | | | 466,206 | Manulife Financial Corp. (6) (8) | | | 48,882 | | | 725,580 | | | 37,041 | Morgan Stanley (5) | | | 59,755 | | | 1,188,140 | | | 173,962 | Prudential Financial Inc. | | | 70,934 | | | 937,582 | | | 40,729 | Sun Life Financial Inc. (6) (8) | | | 28,219 | | | 273,084 | | | 32,625 | The Travelers Companies, Inc. | | | 34,816 | | | 120,466 | | | 37,731 | U.S. Bancorp (5) | | | 22,827 | | | 573,284 | | | 83,328 | Wells Fargo & Company (5) | | | 78,492 | | | 1,948,068 | | | 186,441 | MetLife | | | 71,080 | | | 759,708 | | | 51,586 |
| | 1
| Source: 20192021 Annual Reports on Forms 10-K, 20-F or 40-F as applicable, except source for AXA S.A.: Universal Registration Document 20192021 - Annual Financial Report. |
| | 3
| Amounts in millions for fiscal year ended December 31, 2019.2021. |
| | 43
| Amounts in millions as of December 31, 2019.2021. |
5
| For these companies with banking operations, revenues are shown net of the interest expense associated with deposits, short-term borrowings, trading account liabilities, long-term debt, etc. This is consistent with the presentation in each company’s financial statements. |
6
| Amounts reported for “Revenues” and “Total Assets” under International Financial Reporting Standards. Amount reported for “Revenues” combines financial statement lines for Revenues and Net Investment Result for comparability to GAAP Revenues. All other companies’ information reported under GAAP. |
| | 6 | For these companies with banking operations, revenues are shown net of the interest expense associated with deposits, short-term borrowings, trading account liabilities, long-term debt, etc. This is consistent with the presentation in each company’s financial statements. |
| | 7
| Amounts converted from Euros at €1 = U.S.$1.1229,1.1386, the exchange rate as of December 31, 2019.2021. |
| | 8
| Amounts converted from Canadian dollars at CAD$1 = U.S.$0.7698,0.7907, the exchange rate as of December 31, 2019. |
| | | | | | 2020 Proxy Statement2021. |
A-1
TABLE OF CONTENTS Maximum AVIP Performance Funding Level and 20192021 Calculation The calculation has the following features: Adjusted Earnings is adjusted to eliminate the impact (if any) of variable investment income on an after-tax basis that was higher or lower than the Business Plan goal by 10% or more (Adjusted Earnings for AVIP).
For each one percent deviation in Adjusted Earnings for AVIP within three percent above or below Business Plan, the AVIP Performance Funding Level moves one percent up or down from 100%. For each one percent deviation outside of that three percent corridor, the Performance Funding Level moves 2.5% up or down from 100%, to a threshold funding level of 50% or maximum funding level of 150%.
If Adjusted Earnings for AVIP were less than 50% of the Business Plan Goal, the performance metrics call for AVIP Performance Funding Level at zero – generating no funds| • | For each one full percent that Adjusted Earnings for AVIP differs from the Business Plan target, up to and including three percent above or below the target, the AVIP Performance Funding Level moves one percent up or down from 100%, interpolated between whole numbers. If performance is at least four percent above or below target, then the Performance Funding Level moves 2.5% up or down from 100% for each one percent of performance above or below the target, to a threshold funding level of 50% or maximum funding level of 150%. See graphic below for additional detail on the funding scale. |
The Company’s Adjusted Earnings for AVIP produced the AVIP Performance Funding Level and resulting amount available for all AVIP awards for 20192021 shown below. | | | | | | | | | | | | | | | ($ in millions) |
| | | Adjusted Earnings (1) | | | 5,381 |
| 7,954 | | Add (Subtract) shortfall (excess) of variable investment income, to the extent more than 10% lower (higher) than the Business Plan target | | | (103) |
| (3,157) | Adjustment for COVID-19 above-Business Plan claims | Sum is | | 1,051 | Adjusted Earnings for AVIP purposes | | | 5,278 |
| 5,848 | | Business Plan Adjusted Earnings goal | | | 5,104 |
| 5,282 | | Adjusted Earnings for AVIP as a percentage of Business Plan Adjusted Earnings goal | | | 103.4 | % | 110.7% | | AVIP Performance Funding Level (for Adjusted Earnings for AVIP of 103.4%110.7% of Business Plan goal) | | | 105.8 | % | 126.8% | | Total target-performance planning amount of all employees’ AVIP (the AVIP Planning Target) | | | 451 |
| 417 | | Total amount available for all AVIP equals AVIP Performance Funding Level times AVIP Planning Target | | | 477529 |
TABLE OF CONTENTS Detail of the AVIP Funding Scale Around Target | • | Performance between 50% to 80% of Business Plan would be limited to 50% funding |
Performance above 120% would be capped at 150% funding TABLE OF CONTENTS Performance Share and Performance Unit
Performance Factor | | | | | | | | | | | | | | | | | | | | Adjusted ROE Performance as a Percentage of Business Plan Goal (%) | | Performance Factor (%) | | | | | | | | | | | | Below Threshold | | 0-79 | | 0 | | | | Threshold | | 80 | | 25 | | | | Target | | 100 | | 100 | | | | Maximum | | 120 | | 175 | | | | Above Maximum | | 121+ | | 175 | | | | | | | | | |
Below Threshold | | | 0-79 | | | 0 | Threshold | | | 80 | | | 25 | Target | | | 100 | | | 100 | Maximum | | | 120 | | | 175 | Above Maximum | | | 121+ | | | 175 |
| | | | | | | | | | | | | | | | | TSR Performance
as a Percentile
of Peers | | | Performance
Factor
(%) | Below Threshold | | | 0-24th %tile | | | 0 | Threshold | | | 25th %tile | | | 25 | Target | Below Threshold | | 0-24th50th %tile | | 0 | 100 | Maximum | Threshold | | 25th87.5th %tile | | 25 | 175 | | Target | | 50th %tile | | 100 | | | Maximum | | 87.5th %tile | | 175 | | | Above Maximum | | | 87.6th-99th %tile | | 175 | | | | | | | | 175 |
The performance metrics call for a cap to the entire performance factor at 100% if the Company’s TSR for the performance period is zero or negative. TABLE OF CONTENTS
Performance Share and Performance Unit TSR Peer Group
Aegon N.V. | | | ✔ | | | | | | | | | | | | | Aflac Incorporated | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | Company | | 2017-2019 Performance Period | | 2018-2020 Performance Period | | 2019-2021 Performance Period | | 2020-2022 Performance Period | | | | | | | | | | | | | | Aegon N.V. | | ü | | ü | | | | | | | Aflac Incorporated | | ü | | ü | | ü | | ü | | | AIA Group Limited | | ü | ✔ | ü | | | | | | | | | | | | | Allianz SE | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | American International Group, Inc. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Assicurazioni Generali S.p.A. | | ü | ✔ | ü | | | | | | | | | | | | | Aviva PLC | | ü | ✔ | ü | | | | | | | | | | | | | AXA S.A. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Chubb Limited | | | | | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Globe Life Inc. | | | | | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Legal & General Group PLC | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Lincoln National Corporation | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Manulife Financial Corporation | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Ping An Insurance (Group) Company of China, Ltd. | | ü | ✔ | ü | | | | | | | | | | | | | Principal Financial Group, Inc. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Prudential Financial, Inc. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Prudential plc | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Sun Life Financial Inc. | | | | | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | The Allstate Corporation | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | The Dai-ichi Life Insurance Company, Limited | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | The Hartford Financial Services Group Inc. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | The Travelers Companies, Inc. | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Unum Group | | ü | ✔ | ü | | ü✔ | | ü | ✔ | | | ✔ | | | ✔ | | Zurich Financial Services AG | | ü | | ü | | ü | | ü | | | | | | | | | | | | |
| | | | | | | | 2020 Proxy Statement | | ✔ | | | ✔ | | | ✔ | | | ✔ |
A-5
TABLE OF CONTENTS APPENDIX B – NON-GAAP AND OTHER FINANCIAL DISCLOSURES | | | | | Any references in this Proxy Statement (except in this section and the tables that accompany this section) to: | | | should be read as, respectively: | (i) | | | | | (i) | net income (loss); | | (i) | (i) | | | net income (loss) available to MetLife, Inc.’s common shareholders; | (ii) | | | | | (ii) | net income (loss) per share; | | (ii) | net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share; | | | | | | (iii) | adjusted earnings; | | (iii) | (ii) | | | adjusted earnings available to common shareholders; | (iii) | | | | | (iv) | adjusted earnings per share; | | (iv) | (iii) | | | adjusted earnings available to common shareholders per diluted common share; | (iv) | | | | | (v) | book value per share; and | | (v) | (iv) | | | book value per common share; | | | | | | (vi) | book value per share excluding accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA); and
| (v) | | (vi) | book value per common share,adjusted ROE, excluding AOCI other than FCTA; | | FCTA. | | | (v) | | (vii) | premiums, fees and other revenues; | | (vii) | premiums, fees and other revenues (adjusted); | | | | | | (viii) | return on equity; | | (viii) | return on MetLife, Inc.’s common stockholders’ equity; | | | | | | (ix) | return on equity, excluding AOCI other than FCTA; and | | (ix) | return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI, other than FCTA; and | | | | | | (x) | adjusted return on equity, excluding AOCI other than FCTA. | | (x) | adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA. | | | | | |
In this Proxy Statement, MetLife presents certain measures of its performance on a consolidated and segment basis that are not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). MetLife believes that these non-GAAP financial measures enhance the understanding for MetLife and its investors of MetLife’s performance by highlighting the results of operations and the underlying profitability drivers of the business. Segment-specific financial measures are calculated using only the portion of consolidated results attributable to that specific segment. TABLE OF CONTENTS The following non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:
| | | | | | | Non-GAAP financial measures: | | | Comparable GAAP financial measures: | (i) | | | | | (i) | adjusted premiums, fees and other revenues; | | (i) | (i) | | | premiums, fees and other revenues; | (ii) | | | | | (ii) | adjusted premiums, fees and other revenues, excluding pension risk transfer (PRT); | | (ii) | (ii) | | | premiums, fees and other revenues; | (iii) | | | adjusted net investment income; | | | (iii) | | | net investment income; | (iii)(iv) | | | adjusted capitalization of deferred policy acquisition costs (DAC), as reported on an adjusted basis;; | | (iii) | (iv) | | | capitalization of DAC; | (v) | | | | | (iv) | adjusted earnings available to common shareholders; | | (iv) | (v) | | | net income (loss) available to MetLife, Inc.’s common shareholders; | (vi) | | | | | (v) | adjusted earnings available to common shareholders, excluding total notable items; | | (v) | (vi) | | | net income (loss) available to MetLife, Inc.’s common shareholders; | (vii) | | | | | (vi) | adjusted earnings available to common shareholders per diluted common share; | | (vi) | (vii) | | | net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share; | (viii) | | | | | (vii) | adjusted earnings available to common shareholders, excluding total notable items, per diluted common share; | | (vii) | (viii) | | | net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share; | (ix) | | | Adjusted ROE; | | (viii) | adjusted | (ix) | | | return on equity; | | (viii) | return on equity; | (x) | | | | | (ix) | adjusted return on equity,Adjusted ROE, excluding AOCI other than FCTA; | | (ix) | (x) | | | return on equity; | (xi) | | | | | (x) | adjusted return on equity,Adjusted ROE, excluding total notable items (excludes AOCI other than FCTA); | | (xi) | (xi) | | | return on equity; | (xii) | | | | | (xi) | total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA; | | (xi) | (xii) | | | total MetLife, Inc.’s stockholders’ equity; | (xiii) | | | | | (xii) | total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA); | | (xii) | (xiii) | | | total MetLife, Inc.’s stockholders’ equity;
| (xiv) | | | | | (xiii) | book value per common share, excluding AOCI other than FCTA; | | (xiii) | (xiv) | | | book value per common share; | (xv) | | | | | (xiv) | free cash flow of all holding companies; | | (xiv) | (xv) | | | MetLife, Inc. (parent company only) net cash provided by (used in) operating activities; | (xvi) | | | adjusted other expenses; | | | (xvi) | | | other expenses; | (xv)(xvii) | other expenses, as reported on an | | adjusted basis; | | (xv) | other expenses; | | | | | | (xvi) | other expenses, net of adjusted capitalization of DAC, as reported on an adjusted basis;DAC; | | (xvi) | (xvii) | | | other expenses, net of capitalization of DAC; | (xviii) | | | | | (xvii) | adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses, as reported on an adjusted basis;expenses; | | (xvii) | (xviii) | | | other expenses, net of capitalization of DAC; | (xix) | | | | | (xviii) | adjusted expense ratio; | | (xviii) | (xix) | | | expense ratio; | (xx) | | | | | (xix) | adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT; | | (xix) | (xx) | | | expense ratio; | (xxi) | | | direct expenses; | | | (xxi) | | | other expenses; | (xx)(xxii) | direct expenses; | | (xx) | other expenses; | | | | | | (xxi) | direct expenses, excluding total notable items related to direct expenses; | | (xxi) | (xxii) | | | other expenses; | (xxiii) | | | | | (xxii) | direct expense ratio; and | | (xxii) | (xxiii) | | | expense ratio; and | (xxiv) | | | | | (xxiii) | direct expense ratio, excluding total notable items related to direct expenses and PRT. | | (xxiii) | (xxiv) | | | expense ratio. | | | | | |
TABLE OF CONTENTS Any of these financial measures shown on a constant currency basis reflect the impact of changes in foreign currency exchange rates and are calculated using the average foreign currency exchange rates for the most recent period and applied to the comparable prior period. Reconciliations of these non-GAAP financial measures to the most directly comparable historical GAAP financial measures are included in this section. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are not accessible on a forward-looking basis because we believe it is not possible without unreasonable effortseffort to provide other than a range of net investment gains and losses and net derivative gains and losses, which can fluctuate significantly within or outside the range and from period to period and may have a material impact on net income. MetLife’s definitions of non-GAAP and other financial measures discussed in this Proxy Statement may differ from those used by other companies: Adjusted earnings and related measures adjusted earnings; adjusted earnings available to common shareholders; adjusted earnings available to common shareholders, excluding total notable items; adjusted earnings available to common shareholders per diluted common share; and adjusted earnings available to common shareholders, excluding total notable items per diluted common share. These measures are used by management to evaluate performance and allocate resources. Consistent with GAAP guidance for segment reporting, adjusted earnings and components of, or other financial measures based on, adjusted earnings are also MetLife’s GAAP measures of segment performance. Adjusted earnings and other financial measures based on adjusted earnings are also the measures by which MetLife senior management’s and many other employees’ performance is evaluated for the purposes of determining their compensation under applicable compensation plans. Adjusted earnings and other financial measures based on adjusted earnings allow analysis of MetLife’s performance relative to its Business Plan and facilitate comparisons to industry results. Adjusted earnings is defined as adjusted revenues less adjusted expenses, net of income tax. Adjusted loss is defined as negative adjusted earnings. Adjusted earnings available to common shareholders is defined as adjusted earnings less preferred stock dividends. Adjusted revenues and adjusted expenses These financial measures, along with the related adjusted premiums, fees and other revenues, focus on our primary businesses principally by excluding the impact of market volatility, which could distort trends, and revenues and costs related to non-core products and certain entities required to be consolidated under GAAP. Also, these measures exclude results of discontinued operations under GAAP and other businesses that have been or will be sold or exited by MetLife but do not meet the discontinued operations criteria under GAAP and are referred to as divested businesses. Divested businesses also includesinclude the net impact of transactions with exited businesses that have been eliminated in consolidation under GAAP and costs relating to businesses that have been or will be sold or exited by MetLife that do not meet the criteria to be included in results of discontinued operations under GAAP. In addition, for the year ended December 31, 2016, adjusted revenues and adjusted expenses exclude the financial impact of converting MetLife’s Japan operations to calendar-year end reporting without retrospective application of this change to prior periods and is referred to as lag elimination. Adjusted revenues also excludes net investment gains (losses) (NIGL) and net derivative gains (losses) (NDGL). Adjusted expenses also excludes goodwill impairments. The following additional adjustments are made to revenues, in the line items indicated, in calculating adjusted revenues: Universal life and investment-type product policy fees excludes the amortization of unearned revenue related to NIGL and NDGL(Unearned revenue adjustments) and certain variable annuity guaranteed minimum income benefits (GMIB) fees (GMIB fees); Net investment income: (i) includes adjustments for earned income on derivatives and amortization of premium on derivatives that are hedges of investments or that are used to replicate certain investments, but do not qualify for hedge accounting treatment, (ii) excludes post-tax adjusted earnings adjustments relating to insurance joint ventures accounted for under the equity method, (iii) excludes certain amounts related to contractholder-directed equity securities, (iv) excludes certain amounts related to securitization entities that are variable interest entities TABLE OF CONTENTS (VIEs) consolidated under GAAP; and (v) includes distributions of profits from certain other limited partnership
interests that were previously accounted for under the cost method, but are now accounted for at estimated fair value, where the change in estimated fair value is recognized in NIGL under GAAP; and Other revenues is adjusted for settlements of foreign currency earnings hedges and excludes fees received in association with services provided under transition service agreements (TSA fees). The following additional adjustments are made to expenses, in the line items indicated, in calculating adjusted expenses: Policyholder benefits and claims and policyholder dividends excludes: (i) amortization of basis adjustments associated with de-designated fair value hedges of future policy benefits, (ii) changes in the policyholder dividend obligation related to NIGL and NDGL, (iii) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments and amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass-through adjustments, (iv) benefits and hedging costs related to GMIBs (GMIB costs), and (v) market value adjustments associated with surrenders or terminations of contracts (Market value adjustments); Interest credited to policyholder account balances includes adjustments for earned income on derivatives and amortization of premium on derivatives that are hedges of policyholder account balances but do not qualify for hedge accounting treatment and excludes certain amounts related to net investment income earned on contractholder-directed equity securities; Amortization of DAC and value of business acquired (VOBA) excludes amounts related to: (i) NIGL and NDGL, (ii) GMIB fees and GMIB costs, and (iii) Market value adjustments; Amortization of negative VOBA excludes amounts related to Market value adjustments; Interest expense on debt excludes certain amounts related to securitization entities that are VIEs consolidated under GAAP; and Other expenses excludes: (i) noncontrolling interests, (ii) implementation of new insurance regulatory requirements costs (Regulatory implementation costs), and (iii) acquisition, integration and other costs. Other expenses includes TSA fees. Adjusted earnings also excludes the recognition of certain contingent assets and liabilities that could not be recognized at acquisition or adjusted for during the measurement period under GAAP business combination accounting guidance. The tax impact of the adjustments mentioned above are calculated net of the U.S. or foreign statutory tax rate, which could differ from MetLife’s effective tax rate. Additionally, the provision for income tax (expense) benefit also includes the impact related to the timing of certain tax credits, as well as certain tax reforms. In addition, adjusted earnings available to common shareholders excludes the impact of preferred stock redemption premium, which is reported as a reduction to net income (loss) available to MetLife, Inc.’s common shareholders. Return on equity and related measures Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: total MetLife, Inc.’s common stockholders’ equity, excluding the net unrealized investment gains (losses) and defined benefit plans adjustment components of AOCI, net of income tax. Total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA): total MetLife, Inc.’s common stockholders’ equity, excluding the net unrealized investment gains (losses), defined benefit plans adjustment components of AOCI and total notable items, net of income tax. Return on MetLife, Inc.’s common stockholders’ equity: net income (loss) available to MetLife, Inc.’s common shareholders divided by MetLife, Inc.’s average common stockholders’ equity. Return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: net income (loss) available to MetLife, Inc.’s common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding AOCI other than FCTA.
Adjusted return on MetLife, Inc.’s common stockholders’ equity: adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity.
Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding AOCI other than FCTA. TABLE OF CONTENTS Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA): adjusted earnings available to common shareholders, excluding total notable items, divided by MetLife, Inc.’s average common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA). The above measures represent a level of equity consistent with the view that, in the ordinary course of business, MetLife does not plan to sell most investments for the sole purpose of realizing gains or losses. Also refer to the utilization of adjusted earnings and components of, or other financial measures based on adjusted earnings mentioned above. Expense ratio, direct expense ratio, adjusted expense ratio and related measures: Expense ratio: other expenses, net of capitalization of DAC, divided by premiums, fees and other revenues. • Direct expense ratio: adjusted direct expenses, on an adjusted basis, divided by adjusted premiums, fees and other revenues.
• Direct expense ratio, excluding total notable items related to direct expenses and PRT: adjusted direct expenses, on an adjusted basis, excluding total notable items related to direct expenses, divided by adjusted premiums, fees and other revenues, excluding PRT.
• Adjusted expense ratio: adjusted other expenses, net of adjusted capitalization of DAC, both on an adjusted basis, divided by adjusted premiums, fees and other revenues.
• Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT: adjusted other expenses, net of adjusted capitalization of DAC, both on an adjusted basis, excluding total notable items related to adjusted other expenses, divided by adjusted premiums, fees and other revenues, excluding PRT.
Statistical sales information: • U.S.:
Group Benefits: calculated using 10% of single premium deposits and 100% of annualized full-year premiums and fees from recurring premium policy sales of all products. Retirement and Income Solutions: calculated using 10% of single premium deposits and 100% of annualized full-year premiums and fees only from recurring premium policy sales of specialized benefit resources and corporate-owned life insurance. Property & Casualty: calculated based on first year direct written premium, net of cancellation and endorsement activity.
• Latin America, Asia and EMEA: calculated using 10% of single-premium deposits (mainly from retirement products such as variable annuity, fixed annuity and pensions), 20% of single-premium deposits from credit insurance and 100% of annualized full-year premiums and fees from recurring-premium policy sales of all products (mainly from risk and protection products such as individual life, accident & health and group).
Sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity. The following additional information is relevant to an understanding of MetLife’s performance results:results and outlook: Volume growth, as discussed in the context of business growth, is the period over period percentage change in adjusted earnings available to common shareholders attributable to adjusted premiums, fees and other revenues and assets under management levels, applying a model in which certain margins and factors are held constant. The most significant of such items are underwriting margins, investment margins, changes in equity market performance, expense margins and the impact of changes in foreign currency exchange rates. Asymmetrical and non-economic accounting refers to: (i) the portion of net derivative gains (losses) on embedded derivatives attributable to the inclusion of MetLife’s credit spreads in the liability valuations, (ii) hedging activity that generates net derivative gains (losses) and creates fluctuations in net income because hedge accounting cannot be achieved and the item being hedged does not a have an offsetting gain or loss recognized in earnings, (iii) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments and amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass-through adjustments, and (iv) impact of changes in foreign currency exchange rates on the re-measurement of
foreign denominated unhedged funding agreements and financing transactions to the U.S. dollar and the re- measurement of certain liabilities from non-functional currencies to functional currencies. MetLife believes that excluding the impact ofasymmetrical and non-economic accounting from total GAAP results enhances investor understanding of MetLife’s performance by disclosing how these accounting practices affect reported GAAP results. MetLife uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses or use in non-mandatory capital actions. MetLife defines free cash flow as the sum of cash available TABLE OF CONTENTS at MetLife’s holding companies from dividends from operating subsidiaries, expenses and other net flows of the holding companies (including capital contributions to subsidiaries), and net contributions from debt to be at or below target leverage ratios. This measure of free cash flow is prior to capital actions, such as common stock dividends and repurchases, debt reduction and mergers and acquisitions. Free cash flow should not be viewed as a substitute for net cash provided by (used in) operating activities calculated in accordance with GAAP. The free cash flow ratio is typically expressed as a percentage of annual adjusted earnings available to common shareholders. Notable items represent a positive (negative) impact to adjusted earnings available to common shareholders. Notable items reflect the unexpected impact of events that affect MetLife’s results, but that were unknown and that MetLife could not anticipate when it devised its Business Plan. Notable items also include certain items regardless of the extent anticipated in the Business Plan, to help investors have a better understanding of MetLife's results and to evaluate and forecast those results. Notable items represent a positive (negative) impact to adjusted earnings available to common shareholders. Third PartyTotal Assets Under Management (Total AUM) is comprised of GA AUM plus Institutional Client AUM (each, as defined below).
General Account AUM (GA AUM) is used by MetLife to describe assets in its general account (GA) investment portfolio which are actively managed and stated at estimated fair value. GA AUM is comprised of GA total investments, the portion of the GA investment portfolio classified within assets held-for-sale, and cash and cash equivalents, excluding policy loans, contractholder-directed equity securities, fair value option securities and certain other invested assets, as substantially all of these assets are not actively managed in MetLife’s GA investment portfolio. Mortgage loans (including commercial, agricultural and residential) and real estate equity (including real estate and real estate joint ventures) included in GA AUM (at net asset value, net of deduction for encumbering debt) have been adjusted from carrying value to estimated fair value. Classification of GA AUM by sector is based on the nature and characteristics of the underlying investments which can vary from how they are classified under GAAP. Accordingly, the underlying investments within certain real estate and real estate joint ventures that are primarily commercial mortgage loans (at net asset value, net of deduction for encumbering debt) have been reclassified to exclude them from real estate equity and include them as commercial mortgage loans. Institutional Client AUM is comprised of SA AUM plus TP AUM)AUM (each, as defined below). MetLife Investment Management manages Institutional Client AUM in accordance with client guidelines contained in each investment contract. Separate Account AUM (SA AUM) is comprised of separate account investment portfolios of MetLife insurance companies, which are managed by MetLife and included in MetLife, Inc.’s consolidated financial statements at estimated fair value. Third party AUM (TP AUM) is comprised of non-proprietary assets managed by MetLife on behalf of unaffiliated/third party clients, which are stated at estimated fair value. Such non-proprietary assets are owned by unaffiliated/third partythird-party clients and, accordingly, are not included in MetLife, Inc.’s consolidated financial statements. TABLE OF CONTENTS
Total Company—Reconciliation of Net Income (Loss) Available to MetLife, Inc.’s Common Shareholders to Adjusted Earnings Available to Common Shareholders
| | | | | | | | | | | | | Net income (loss) available to MetLife, Inc.’s common shareholders | | | $ 5,191 | | | $ 5.68 | | | $ 6,353 | | | $ 7.31 | Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders:
| | | | | | | | | | | | | Less: Net investment gains (losses) | | | (110) | | | (0.12) | | | 1,529 | | | 1.76 | Less: Net derivative gains (losses) | | | 1,349 | | | 1.48 | | | (2,228) | | | (2.56) | Less: Other adjustments to net income (loss) | | | (1,519) | | | (1.67) | | | (1,255) | | | (1.45) | Less: Provision for income tax (expense) benefit | | | (127) | | | (0.14) | | | 380 | | | 0.44 | Add: Net income (loss) attributable to noncontrolling interests | | | 11 | | | 0.01 | | | 21 | | | 0.02 | Add: Preferred stock redemption premium | | | 14 | | | 0.02 | | | 6 | | | 0.01 | Adjusted earnings available to common shareholders | | | 5,623 | | | 6.16 | | | 7,954 | | | 9.15 | Less: Total notable items | | | (203) | | | (0.22) | | | 66 | | | 0.08 | Adjusted earnings available to common shareholders, excluding total notable items | | | $5,826 | | | $6.38 | | | $7,888 | | | $9.07 | | | | | | | | | | | | | | Weighted average common shares outstanding—diluted | | | | | | 913.2 | | | | | | 869.4 | | | | | | | | | | | | | | Corporate & Other | | | | | | | | | | | | | Adjusted earnings available to common shareholders | | | | | | | | | $(399) | | | | Less: Total notable items | | | | | | | | | 206 | | | | Adjusted earnings available to common shareholders, excluding total notable items | | | | | | | | | $(605) | | | | | | | | | | | | | | | | | Adjusted earnings available to common shareholders, excluding Corporate & Other and total notable items | | | | | | | | | $8,493 | | | | |
TABLE OF CONTENTS | | | | | | B-6 | | | 2022 Proxy Statement
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| | | U.S. | | | Group
Benefits | | | Retirement
& Income
Solutions | | | Asia | | | Latin
America | | | EMEA | | | MetLife
Holdings | Adjusted earnings available to common
shareholders | | | $ 3,221 | | | $ 472 | | | $ 2,749 | | | $ 2,298 | | | $ 291 | | | $ 301 | | | $ 2,242 | Less: Total notable items | | | — | | | — | | | — | | | (79) | | | (2) | | | (6) | | | (53) | Adjusted earnings available to common shareholders, excluding total notable items | | | $ 3,221 | | | $ 472 | | | $ 2,749 | | | $ 2,377 | | | $ 293 | | | 307 | | | $ 2,295 |
(In millions) | | | 2021 | | | | | Less: Investment hedge adjustments | 2020 Proxy Statement | | (895) | Less: Operating joint venture adjustments | | | (1) | Less: Unit-linked contract income | | | 952 | Less: Certain partnership distributions | | | (8) | Less: Divested businesses | | | 67 | Adjusted net investment income | | | $ 21,280 |
B-8
TABLE OF CONTENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2018 | | | 2019 | | | | | | | (In millions, except per share data) | | | | | | | | | | Earnings Per Weighted Average Common Shares Diluted(1) | | | | | Earnings Per Weighted Average Common Shares Diluted(1) | | | | Total Company—Reconciliation of Net Income (Loss) Available to MetLife, Inc.’s Common Shareholders to Adjusted Earnings Available to Common Shareholders | | | | | | | | | | | | | | | | Net income (loss) available to MetLife, Inc.’s common shareholders | | | $ | 4,982 |
| | $ | 4.91 |
| | | | $ | 5,721 |
| | $ | 6.06 |
| | | | | Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders: | | | | | | | | | | | | | | | | Less: Net investment gains (losses) | | | (298 | ) | | (0.29 | ) | | | | 444 |
| | 0.47 |
| | | | | Less: Net derivative gains (losses) | | | 851 |
| | 0.84 |
| | | | 628 |
| | 0.66 |
| | | | | Less: Other adjustments to continuing operations | | | (941 | ) | | (0.95 | ) | | | | (881 | ) | | (0.93 | ) | | | | | Less: Provision for income tax (expense) benefit | | | (86 | ) | | (0.08 | ) | | | | (227 | ) | | (0.24 | ) | | | | | Add: Net income (loss) attributable to noncontrolling interests | | | 5 |
| | — |
| | | | 10 |
| | 0.01 |
| | | | | Adjusted earnings available to common shareholders | | | $ | 5,461 |
| | $ | 5.39 |
| | | | $ | 5,767 |
| | $ | 6.11 |
| | | | | Less: Total notable items | | | (103 | ) | | (0.10 | ) | | | | 47 |
| | 0.05 |
| | | | | Adjusted earnings available to common shareholders, excluding total notable items | | | $ | 5,564 |
| | $ | 5.49 |
| | | | $ | 5,720 |
| | $ | 6.06 |
| | | | | | | | | | | | | | | | | | | | | Weighted average common shares outstanding—diluted | | | | | 1,013.9 |
| | | | | | 944.4 |
| | | | | | | | | | | | | | | | | | | | | Corporate & Other | | | | | | | | | | | | | | | | Adjusted earnings available to common shareholders | | |
|
| | | | | | $ | (401 | ) | | | | | | | Less: Total notable items | | | | | | | | | 207 |
| | | | | | | Adjusted earnings available to common shareholders, excluding total notable items | | | | | | | | | $ | (608 | ) | | | | | | | | | | | | | | | | | | | | | | | Adjusted earnings available to common shareholders, excluding Corporate & Other and total notable items | | | | | | | | | $ | 6,328 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of Capitalization of DAC to Adjusted Capitalization of DAC | | | | | | | | | | Capitalization of DAC | | | $(3,358) | | | $(3,013) | | | $(2,718) | Less: Divested businesses | | | (20) | | | (5) | | | (119) | Adjusted capitalization of DAC | | | $(3,338) | | | $(3,008) | | | $(2,599) | | | | | | | | | | | Reconciliation of Other Expenses to Adjusted Other Expenses | | | | | | | | | | Other expenses | | | $13,229 | | | $12,135 | | | $11,863 | Less: Noncontrolling interest | | | (15) | | | (16) | | | (28) | Less: Regulatory implementation costs | | | 18 | | | 20 | | | 4 | Less: Acquisition, integration and other costs | | | 44 | | | 42 | | | 9 | Less: TSA fees | | | 246 | | | 159 | | | 221 | Less: Divested businesses | | | 158 | | | 58 | | | 358 | Adjusted other expenses | | | $12,778 | | | $11,872 | | | $11,299 | | | | | | | | | | | Other Detail and Ratios | | | | | | | | | | Other expenses | | | $13,229 | | | $12,135 | | | $11,863 | Capitalization of DAC | | | (3,358) | | | (3,013) | | | (2,718) | Other expenses, net of capitalization of DAC | | | $9,871 | | | $9,122 | | | $9,145 | | | | | | | | | | | Premiums, fees and other revenues | | | $49,680 | | | $49,486 | | | $50,384 | | | | | | | | | | | Expense ratio | | | 19.9% | | | 18.4% | | | 18.2% | | | | | | | | | | | Direct expenses | | | $5,977 | | | $5,342 | | | $5,196 | Less: Total notable items related to direct expenses | | | 338 | | | — | | | (84) | Direct expenses, excluding total notable items related to direct expenses | | | $5,639 | | | $5,342 | | | $5,280 | | | | | | | | | | | Adjusted other expenses | | | $12,778 | | | $11,872 | | | $11,299 | Adjusted capitalization of DAC | | | (3,338) | | | (3,008) | | | (2,599) | Adjusted other expenses, net of adjusted capitalization of DAC | | | $9,440 | | | $8,864 | | | $8,700 | Less: Total notable items related to adjusted other expenses | | | 338 | | | — | | | (84) | Adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses | | | $9,102 | | | $8,864 | | | $8,784 | | | | | | | | | | | Adjusted premiums, fees and other revenues | | | $49,144 | | | $49,137 | | | $48,964 | Less: PRT | | | 4,346 | | | 4,635 | | | 3,513 | Adjusted premiums, fees and other revenues, excluding PRT | | | $44,798 | | | $44,502 | | | $45,451 | | | | | | | | | | | Direct expense ratio | | | 12.2% | | | 10.9% | | | 10.6% | Direct expense ratio, excluding total notable items related to direct expenses and PRT | | | 12.6% | | | 12.0% | | | 11.6% | Adjusted expense ratio | | | 19.2% | | | 18.0% | | | 17.8% | Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT | | | 20.3% | | | 19.9% | | | 19.3% |
TABLE OF CONTENTS | | | | | | B-7 | | | 2022 Proxy Statement
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Return on Equity | | | | | | | | | | Return on MetLife, Inc.’s: | | | | | | | | | | Common stockholders’ equity | | | 9.8% | | | 7.6% | | | 9.7% | Adjusted return on MetLife, Inc.’s: | | | | | | | | | | Common stockholders’ equity | | | 9.8% | | | 8.3% | | | 12.2% | Common stockholders’ equity, excluding AOCI other than FCTA | | | 13.1% | | | 11.9% | | | 16.6% | Common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA) | | | 13.0% | | | 12.3% | | | 16.5% | Book Value (2) | | | | | | | | | | Book value per common share | | | | | | $78.67 | | | $77.12 | Less: Net unrealized investment gains (losses), net of income tax | | | | | | 26.58 | | | 21.41 | Less: Defined benefit plans adjustment, net of income tax | | | | | | (2.09) | | | (1.94) | Book value per common share, excluding AOCI other than FCTA | | | | | | $54.18 | | | $57.65 | Common shares outstanding, end of period (In millions) | | | | | | 892.9 | | | 825.5 |
MetLife, Inc.’s Common Stockholders’ Equity
| | | | | | | | | | Total MetLife, Inc.’s stockholders’ equity | | | $66,144 | | | $74,558 | | | $67,482 | Less: Preferred stock | | | 3,340 | | | 4,312 | | | 3,818 | MetLife, Inc.’s common stockholders’ equity | | | 62,804 | | | 70,246 | | | 63,664 | Less: Net unrealized investment gains (losses), net of income tax | | | 19,981 | | | 23,730 | | | 17,671 | Less: Defined benefit plans adjustment, net of income tax | | | (2,002) | | | (1,863) | | | (1,598) | Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA | | | 44,825 | | | 48,379 | | | 47,591 | Less: Total notable items | | | 47 | | | (203) | | | 66 | Total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA) | | | $44,778 | | | $48,582 | | | $47,525 | Average common stockholders’ equity | | | $58,575 | | | $67,869 | | | $65,203 | Average common stockholders’ equity, excluding AOCI other than FCTA | | | $43,929 | | | $47,251 | | | $47,917 | Average common stockholders’ equity, excluding total notable items (excluding AOCI other than FCTA) | | | $44,030 | | | $47,332 | | | $47,905 |
TABLE OF CONTENTS | | | | | | | | 2020 | | 2022 Proxy Statement
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2016 | | 2017 | | | | | | | (In millions) | | | | | | | | | Earnings Per Weighted Average Common Shares Diluted (1) | | | | Earnings Per Weighted Average Common Shares Diluted (1) | | | | Total Company - Reconciliation of Net Income (Loss) Available to MetLife, Inc.’s Common Shareholders to Adjusted Earnings Available to Common Shareholders | | | | | | | | | | | | | Net income (loss) available to MetLife, Inc.’s common shareholders | | | $ | 747 |
| | $ | 0.67 |
| | $ | 3,907 |
| | $ | 3.62 |
| | | | Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders: | | | | | | | | | | | | | Less: Net investment gains (losses) | | | 317 |
| | 0.29 |
| | (308 | ) | | (0.29 | ) | | | | Less: Net derivative gains (losses) | | | (690 | ) | | (0.64 | ) | | (590 | ) | | (0.55 | ) | | | | Less: Other adjustments to continuing operations | | | (481 | ) | | (0.43 | ) | | (1,622 | ) | | (1.51 | ) | | | | Less: Provision for income tax (expense) benefit | | | 306 |
| | 0.27 |
| | 3,188 |
| | 2.96 |
| | | | Less: Income (loss) from discontinued operations, net of income tax | | | (2,734 | ) | | (2.46 | ) | | (986 | ) | | (0.91 | ) | | | | Add: Net income (loss) attributable to noncontrolling interests | | | 4 |
| | — |
| | 10 |
| | 0.01 |
| | | | Adjusted earnings available to common shareholders | | | $ | 4,033 |
| | $ | 3.64 |
| | $ | 4,235 |
| | $ | 3.93 |
| | | | Less: Total notable items | | | (709 | ) | | (0.64 | ) | | (622 | ) | | (0.58 | ) | | | | Adjusted earnings available to common shareholders, excluding total notable items | | | $ | 4,742 |
| | $ | 4.28 |
| | $ | 4,857 |
| | $ | 4.50 |
| | | | | | | | | | | | | | | | | Weighted average common shares outstanding — diluted (in millions) | | | | | 1,108.5 |
| | | | 1,078.5 |
| |
| | | | | | | | | | | | | | | | | | | | | | | (In millions) | | 2019 | | | | U.S. | | Asia | | Latin America | | EMEA | | MetLife Holdings | | Adjusted earnings available to common shareholders | | $ | 2,838 |
| | $ | 1,405 |
| | $ | 609 |
| | $ | 282 |
| | $ | 1,034 |
| | Less: Total notable items | | — |
| | (19 | ) | | 10 |
| | (13 | ) | | (138 | ) | | Adjusted earnings available to common shareholders, excluding total notable items | | $ | 2,838 |
| | $ | 1,424 |
| | $ | 599 |
| | 295 |
| | $ | 1,172 |
| | | | | | | | | | | | |
Total Company—Premiums, Fees and Other Revenues | | | | | | | | | | Premiums, fees and other revenues | | | $49,680 | | | $49,486 | | | $50,384 | Less: Unearned revenue adjustments | | | 97 | | | 33 | | | 71 | Less: GMIB fees | | | 108 | | | 102 | | | 98 | Less: Settlement of foreign currency earnings hedges | | | 9 | | | — | | | — | Less: TSA fees | | | 246 | | | 159 | | | 221 | Less: Divested businesses | | | 76 | | | 55 | | | 1,030 | Adjusted premiums, fees and other revenues | | | $49,144 | | | $49,137 | | | $48,964 |
Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc. to Free Cash Flow of All Holding Companies | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $ 4.2 | | | $ 3.5 | | | $ 3.8 | Adjustments from net cash provided by operating activities to free cash flow: | | | | | | | | | | Add: Incremental debt to be at or below target leverage ratios | | | 0.5 | | | 1.4 | | | — | Add: Adjustments from net cash provided by operating activities to free cash flow (3) | | | (0.3) | | | (0.2) | | | (0.3) | MetLife, Inc. (parent company only) free cash flow | | | 4.4 | | | 4.7 | | | 3.5 | Other MetLife, Inc. holding companies free cash flow (4) | | | 0.5 | | | (0.7) | | | 0.3 | Free cash flow of all holding companies | | | $4.9 | | | $4.0 | | | $3.8 | Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders: | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $4.2 | | | $3.5 | | | $3.8 | Consolidated net income (loss) available to MetLife, Inc.’s common shareholders | | | $5.7 | | | $5.2 | | | $6.4 | Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (5) | | | 73% | | | 67% | | | 59% | Ratio of free cash flow to adjusted earnings available to common shareholders: | | | | | | | | | | Free cash flow of all holding companies (6) | | | $4.9 | | | $4.0 | | | $3.8 | Consolidated adjusted earnings available to common shareholders (6) | | | $5.8 | | | $5.6 | | | $8.0 | Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders (6) | | | 86% | | | 71% | | | 48% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | | | | (In millions, except ratio data) | | | Reconciliation of Capitalization of DAC to Capitalization of DAC, as reported on an adjusted basis | | | | | | | | | | | | | | | | | | Capitalization of DAC | | | $ | (3,319 | ) | | | $ | (3,152 | ) | | | $ | (3,002 | ) | | | $ | (3,254 | ) | | | $ | (3,358 | ) | | | Less: Divested businesses and lag elimination (2) | | | 120 |
| | | (1 | ) | | | 34 |
| | | (1 | ) | | | (20 | ) | | | Capitalization of DAC, as reported on an adjusted basis | | | $ | (3,439 | ) | | | $ | (3,151 | ) | | | $ | (3,036 | ) | | | $ | (3,253 | ) | | | $ | (3,338 | ) | | | | | | | | | | | | | | | | | | | | | Reconciliation of Other Expenses to Other Expenses, as reported on an adjusted basis | | | | | | | | | | | | | | | | | | Other expenses | | | $ | 14,105 |
| | | $ | 13,295 |
| | | $ | 12,953 |
| | | $ | 12,927 |
| | | $ | 13,229 |
| | | Less: Noncontrolling interest | | | (13 | ) | | | (6 | ) | | | (12 | ) | | | (10 | ) | | | (15 | ) | | | Less: Regulatory implementation costs | | | 2 |
| | | 1 |
| | | — |
| | | 11 |
| | | 18 |
| | | Less: Acquisitions, integration and other costs | | | 28 |
| | | 64 |
| | | 65 |
| | | 24 |
| | | 44 |
| | | Less: TSA fees | | | — |
| | | — |
| | | — |
| | | 305 |
| | | 246 |
| | | Less: Divested businesses and lag elimination (2) | | | 265 |
| | | 296 |
| | | 491 |
| | | 68 |
| | | 158 |
| | | Other expenses, as reported on an adjusted basis | | | $ | 13,823 |
| | | $ | 12,940 |
| | | $ | 12,409 |
| | | $ | 12,529 |
| | | $ | 12,778 |
| | | | | | | | | | | | | | | | | | | | | Other Detail and Ratios | | | | | | | | | | | | | | | | | | Other expenses | | | $ | 14,105 |
| | | $ | 13,295 |
| | | $ | 12,953 |
| | | $ | 12,927 |
| | | $ | 13,229 |
| | | Capitalization of DAC | | | (3,319 | ) | | | (3,152 | ) | | | (3,002 | ) | | | (3,254 | ) | | | (3,358 | ) | | | Other expenses, net of capitalization of DAC | | | $ | 10,786 |
| | | $ | 10,143 |
| | | $ | 9,951 |
| | | $ | 9,673 |
| | | $ | 9,871 |
| | | | | | | | | | | | | | | | | | | | | Premiums, fees and other revenues | | | $ | 43,900 |
| | | $ | 44,370 |
| | | $ | 45,843 |
| | | $ | 51,222 |
| | | $ | 49,680 |
| | | | | | | | | | | | | | | | | | | | | Expense ratio | | | 24.6 | % | | | 22.9 | % | | | 21.7 | % | | | 18.9 | % | | | 19.9 | % | | | | | | | | | | | | | | | | | | | | | Direct expenses | | | $ | 6,444 |
| | | $ | 5,754 |
| | | $ | 6,006 |
| | | $ | 5,874 |
| | | $ | 5,977 |
| | | Less: Total notable items related to direct expenses | | | 362 |
| | | 79 |
| | | 296 |
| | | 214 |
| | | 338 |
| | | Direct expenses, excluding total notable items related to direct expenses | | | $ | 6,082 |
| | | $ | 5,675 |
| | | $ | 5,710 |
| | | $ | 5,660 |
| | | $ | 5,639 |
| | | | | | | | | | | | | | | | | | | | | Other expenses, as reported on an adjusted basis | | | $ | 13,823 |
| | | $ | 12,940 |
| | | $ | 12,409 |
| | | $ | 12,529 |
| | | $ | 12,778 |
| | | Capitalization of DAC, as reported on an adjusted basis | | | (3,439 | ) | | | (3,151 | ) | | | (3,036 | ) | | | (3,253 | ) | | | (3,338 | ) | | | Other expenses, net of capitalization of DAC, as reported on an adjusted basis | | | $ | 10,384 |
| | | $ | 9,789 |
| | | $ | 9,373 |
| | | $ | 9,276 |
| | | $ | 9,440 |
| | | Less: Total notable items related to other expenses, as reported on an adjusted basis | | | 362 |
| | | 507 |
| | | 377 |
| | | 214 |
| | | 338 |
| | | Other expenses, net of capitalization of DAC excluding total notable items related to other expenses, as reported on an adjusted basis | | | $ | 10,022 |
| | | $ | 9,282 |
| | | $ | 8,996 |
| | | $ | 9,062 |
| | | $ | 9,102 |
| | | | | | | | | | | | | | | | | | | | | Adjusted premiums, fees and other revenues | | | $ | 44,329 |
| | | $ | 44,479 |
| | | $ | 46,200 |
| | | $ | 50,778 |
| | | $ | 49,144 |
| | | Less: PRT | | | 1,740 |
| | | 1,761 |
| | | 3,305 |
| | | 6,894 |
| | | 4,346 |
| | | Adjusted premiums, fees and other revenues, excluding PRT | | | $ | 42,589 |
| | | $ | 42,718 |
| | | $ | 42,895 |
| | | $ | 43,884 |
| | | $ | 44,798 |
| | | | | | | | | | | | | | | | | | | | | Direct expense ratio | | | 14.5 | % | | | 12.9 | % | | | 13.0 | % | | | 11.6 | % | | | 12.2 | % | | | Direct expense ratio, excluding total notable items related to direct expenses and PRT | | | 14.3 | % | | | 13.3 | % | | | 13.3 | % | | | 12.9 | % | | | 12.6 | % | | | Adjusted expense ratio | | | 23.4 | % | | | 22.0 | % | | | 20.3 | % | | | 18.3 | % | | | 19.2 | % | | | Adjusted expense ratio, excluding total notable items related to direct expenses and PRT | | | 23.5 | % | | | 21.7 | % | | | 21.0 | % | | | 20.6 | % | | | 20.3 | % | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | | | | | | | | | | | | | | | | | | Return on Equity | | | | | | | | | | | | | | | | Return on MetLife, Inc.’s: | | | | | | | | | | | | | | | | Common stockholders’ equity | | | 1.0 | % | | | 6.3 | % | | | 9.6 | % | | | 9.8 | % | | | | Common stockholders’ equity, excluding AOCI other than FCTA | | | 1.3 | % | | | 7.7 | % | | | 11.5 | % | | | 13.0 | % | | | | Adjusted return on MetLife, Inc.’s: | | | | | | | | | | | | | | | | Common stockholders’ equity | | | 5.6 | % | | | 6.8 | % | | | 10.6 | % | | | 9.8 | % | | | | Common stockholders’ equity, excluding AOCI other than FCTA | | | 7.0 | % | | | 8.4 | % | | | 12.6 | % | | | 13.1 | % | | | | Common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA) | | | 8.2 | % | | | 9.6 | % | | | 12.8 | % | | | 13.0 | % | | | | Book Value(3) | | | | | | | | | | | | | | | | Book value per common share | | | | | | | | | $ | 51.53 |
| | | $ | 68.62 |
| | | | Less: Net unrealized investment gains (losses), net of income tax | | | | | | | | | 9.03 |
| | | 21.84 |
| | | | Less: Defined benefit plans adjustment, net of income tax | | | | | | | | | (2.12 | ) | | | (2.19 | ) | | | | Book value per common share, excluding AOCI other than FCTA | | | | | | | | | $ | 44.62 |
| | | $ | 48.97 |
| | | | Common shares outstanding, end of period (In millions) | | | | | | | | | 958.6 |
| | | 915.3 |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | | | | | (In millions) | | | | MetLife, Inc.’s Common Stockholders’ Equity | | | | | | | | | | | | | | | | Total MetLife, Inc.’s stockholders’ equity | | | $ | 67,531 |
| | | $ | 58,676 |
| | | $ | 52,741 |
| | | $ | 66,144 |
| | | | Less: Preferred stock | | | 2,066 |
| | | 2,066 |
| | | 3,340 |
| | | 3,340 |
| | | | MetLife, Inc.’s common stockholders’ equity | | | 65,465 |
| | | 56,610 |
| | | 49,401 |
| | | 62,804 |
| | | | Less: Net unrealized investment gains (losses), net of income tax | | | 12,650 |
| | | 13,662 |
| | | 8,655 |
| | | 19,981 |
| | | | Less: Defined benefit plans adjustment, net of income tax | | | (1,972 | ) | | | (1,845 | ) | | | (2,028 | ) | | | (2,002 | ) | | | | Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA | | | $ | 54,787 |
| | | $ | 44,793 |
| | | $ | 42,774 |
| | | $ | 44,825 |
| | | | Less: Accumulated total notable items | | | (709 | ) | | | (622 | ) | | | (103 | ) | | | $ | 47 |
| | | | Total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA) | | | $ | 55,496 |
| | | $ | 45,415 |
| | | $ | 42,877 |
| | | $ | 44,778 |
| | | | | | | | | | | | | | | | | | | | Average common stockholders’ equity | | | $ | 71,959 |
| | | $ | 62,154 |
| | | $ | 51,668 |
| | | $ | 58,575 |
| | | | Average common stockholders’ equity, excluding AOCI other than FCTA | | | $ | 57,609 |
| | | $ | 50,491 |
| | | $ | 43,427 |
| | | $ | 43,929 |
| | | | Average common stockholders’ equity, excluding total notable items (excluding AOCI other than FCTA) | | | $ | 57,985 |
| | | $ | 50,651 |
| | | $ | 43,487 |
| | | $ | 44,030 |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | | | | | | (In millions) | | | | Total Company—Premiums, Fees and Other Revenues | | | | | | | | | | | | | | | Premiums, fees and other revenues | | | $ | 43,900 |
| | $ | 44,370 |
| | $ | 45,843 |
| | $ | 51,222 |
| | $ | 49,680 |
| | | | Less: Unearned revenue adjustments | | | 7 |
| | 30 |
| | 12 |
| | (7 | ) | | 97 |
| | | | Less: GMIB fees | | | 97 |
| | 124 |
| | 125 |
| | 120 |
| | 108 |
| | | | Less: Settlement of foreign currency earnings hedges | | | (37 | ) | | 4 |
| | 22 |
| | 19 |
| | 9 |
| | | | Less: TSA fees | | | — |
| | — |
| | — |
| | 305 |
| | 246 |
| | | | Less: Divested businesses and lag elimination (2) | | | (496 | ) | | (267 | ) | | (516 | ) | | 7 |
| | 76 |
| | | | Adjusted premiums, fees and other revenues | | | $ | 44,329 |
| | $ | 44,479 |
| | $ | 46,200 |
| | $ | 50,778 |
| | $ | 49,144 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 | | | 2018 | | | 2019 | | | | (In billions, except ratios) | | | Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc. to Free Cash Flow of All Holding Companies | | | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $ | 6.5 |
| | | $ | 5.5 |
| | | $ | 4.2 |
| | | Adjustments from net cash provided by operating activities to free cash flow: | | | | | | | | | | | | Add: Incremental debt to be at or below target leverage ratios | | | — |
| | | — |
| | | 0.5 |
| | | Add: Adjustments from net cash provided by operating activities to free cash flow (4) | | | (0.3 | ) | | | (1.1 | ) | | | (0.3 | ) | | | MetLife, Inc. (parent company only) free cash flow | | | 6.2 |
| | | 4.4 |
| | | 4.4 |
| | | Other MetLife, Inc. holding companies free cash flow (5) | | | (0.5 | ) | | | (1.0 | ) | | | 0.5 |
| | | Free cash flow of all holding companies (6) | | | $ | 5.7 |
| | | $ | 3.4 |
| | | $ | 4.9 |
| | | Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders: | | | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $ | 6.5 |
| | | $ | 5.5 |
| | | $ | 4.2 |
| | | Consolidated net income (loss) available to MetLife, Inc.’s common shareholders (6) | | | $ | 3.9 |
| | | $ | 5.0 |
| | | $ | 5.7 |
| | | Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (6),(7) | | | 165 | % | | | 110 | % | | | 73 | % | | | Ratio of free cash flow to adjusted earnings available to common shareholders: | | | | | | | | | | | | Free cash flow of all holding companies (8) | | | $ | 5.7 |
| | | $ | 3.4 |
| | | $ | 4.9 |
| | | Consolidated adjusted earnings available to common shareholders (8) | | | $ | 4.2 |
| | | $ | 5.5 |
| | | $ | 5.8 |
| | | Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders (8) | | | 134 | % | | | 62 | % | | | 86 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2012 | | | 2013 | | | | | | | (In billions, except ratios) | | | | Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc. to Free Cash Flow of All Holding Companies (9) | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $ | 2.6 |
| | | $ | 1.9 |
| | | | Adjustments from net cash provided by operating activities to free cash flow: | | | | | | | | | | Add: Incremental debt to be at or below target leverage ratios | | | — |
| | | — |
| | | | Add: Adjustments from net cash provided by operating activities to free cash flow (4) | | | (1.5 | ) | | | 0.2 |
| | | | MetLife, Inc. (parent company only) free cash flow | | | 1.1 |
| | | 2.1 |
| | | | Other MetLife, Inc. holding companies free cash flow (5) | | | 0.4 |
| | | 0.1 |
| | | | Free cash flow of all holding companies | | | $ | 1.5 |
| | | $ | 2.2 |
| | | | Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders: | | | | | | | | | | MetLife, Inc. (parent company only) net cash provided by operating activities | | | $ | 2.6 |
| | | $ | 1.9 |
| | | | Consolidated net income (loss) available to MetLife, Inc.’s common shareholders | | | $ | 1.2 |
| | | $ | 3.2 |
| | | | Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders | | | 218 | % | | | 57 | % | | | | Ratio of free cash flow to adjusted earnings available to common shareholders: | | | | | | | | | | Free cash flow of all holding companies | | | $ | 1.5 |
| | | $ | 2.2 |
| | | | Consolidated adjusted earnings available to common shareholders | | | $ | 5.6 |
| | | $ | 6.3 |
| | | | Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders | | | 26 | % | | | 36 | % | | | | | | | | | | | |
| | 1 | Adjusted earnings available to common shareholders, excluding total notable items, per diluted common share is calculated on a standalone basis and may not equal the sum of (i) adjusted earnings available to common shareholders excludingper diluted common share, less (ii) total notable items and (ii) total notable items.per diluted common share. |
| | | 2 | For the year ended December 31, 2016, Divested businesses and lag elimination includes adjustments related to the financial impact of converting MetLife’s Japan operations to calendar year end reporting without retrospective application of this change to prior periods. |
| | 3
| Book values exclude $3,340$3,818 million and $4,312 million of equity related to preferred stock at both December 31, 20192021 and 2018.2020, respectively. |
TABLE OF CONTENTS 43
| Adjustments include: (i) capital contributions to subsidiaries; (ii) returns of capital from subsidiaries; (iii) repayments on and (issuances of) loans to subsidiaries, net; and (iv) investment portfolio and derivatives changes and other, net. |
| | 54
| Components include: (i) dividends and returns of capital from subsidiaries; (ii) capital contributions from MetLife, Inc.;(iii) capital contributions to subsidiaries; (iv) repayments on and (issuances of) loans to subsidiaries, net; (v) other expenses; (vi) dividends and returns of capital to MetLife, Inc. and (vii) investment portfolio changes and other, net. |
| | 6 | Consolidated net income (loss) available to MetLife, Inc.’s common shareholders for 2018 includes costs related to the separation of Brighthouse Financial, Inc. (Brighthouse) and its subsidiaries (Separation) of $0.08 billion, net of income tax. Excluding this amount from the denominator of the ratio, this ratio, as adjusted, would be 109%. Consolidated net income (loss) available to MetLife, Inc.’s common shareholders for 2017 includes Separation-related costs of $0.3 billion, net of income tax. Excluding this amount from the denominator of the ratio, this ratio, as adjusted, would be 153%.
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| Including the free cash flow of other MetLife, Inc. holding companies of $ 0.5$0.3 billion, ($1.0)0.7) billion and ($0.5)$0.5 billion for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively, in the numerator of the ratio, this ratio, as adjusted, would be 64%, 54% and 83%, 90% and 153%, respectively. Including the free cash flow of other MetLife, Inc. holding companies in the numerator of the ratio and excluding the Separation-related costs from the denominator of the ratio, this ratio, as adjusted, would be 88% and 141% for the years ended December 31, 2018 and 2017, respectively. |
| | 8 | i)(i) In 2019,2021, consolidated adjusted earnings available to common shareholders was positively impacted by notable items, primarily related to tax related adjustments of $0.5$0.1 billion, net of income tax, partiallyand litigation reserves and settlement costs of $0.1 billion, net of income tax, offset by expense initiative costsactuarial assumption review and other insurance adjustments of $0.3$0.1 billion, net of income tax. Excluding such notable items impacting consolidated adjusted earnings available to common shareholders from the denominator of the ratio, the adjusted free cash flow ratio for 2019,2021, would be 87%49%. |
ii)(ii) In 2018, $0.3 billion of Separation-related items (comprised of certain Separation-related inflows primarily related to reinsurance benefit from Brighthouse) were included in free cash flow, which increased MetLife, Inc. holding companies’ liquid assets, as well as MetLife, Inc.’s free cash flow ratio. Excluding these Separation-related items, adjusted free cash flow would be $3.1 billion for the year ended December 31, 2018. Consolidated2020, consolidated adjusted earnings available to common shareholders for 2018 was negatively impacted by a notable items, primarilyitem, related to expense initiative costs of $0.3 billion, net of income tax, partially offset by taxactuarial assumption review and other insurance adjustments of $0.2 billion, net of income tax. Excluding the Separation-related items, which increased free cash flow, from the numerator of the ratio and excluding suchthis notable items negativelyitem impacting consolidated adjusted earnings available to common shareholders from the denominator of the ratio, the adjusted free cash flow ratio for 20182020, would be 56%69%.
iii)(iii) In 2017, $2.1 billion of Separation-related items (comprised of certain Separation-related inflows primarily related to dividends from Brighthouse, net of outflows) were included in free cash flow, which increased MetLife, Inc. holding companies’ liquid assets, as well as MetLife, Inc.'s free cash flow ratio. Excluding these Separation-related items, adjusted free cash flow would be $3.6 billion for the year ended December 31, 2017. Consolidated2019, consolidated adjusted earnings available to common shareholders for 2017 was negativelypositively impacted by notable items, primarily related to tax related adjustments of $0.6$0.5 billion, net of income tax, partially offset by expense initiative costs of $0.3 billion, net of income tax. Excluding the Separation-related items, which increased free cash flow, from the numerator of the ratio and excluding such notable items negatively impacting consolidated adjusted earnings available to common shareholders from the denominator of the ratio, the adjusted free cash flow ratio for 20172019, would be 75%87%.
TABLE OF CONTENTS | | 9 | As published, has not been modified for restatements, acquisitions or dispositions, discontinued operations or new accounting standards operations. | | | | 2022 Proxy Statement
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Press alt and left arrow to return to previous page viewed. 2015 Director Plan - the MetLife, Inc. 2015 Non-Management Director Stock Compensation Plan. 2015 Stock Plan - the MetLife, Inc. 2015 Stock and Incentive Compensation Plan. Account Formula - the personal retirement account formula, which is based on monthly credits for each employee based on the employee’s eligible compensation plus interest. Adjusted Earnings - a non-GAAP measure, based on net income available to MetLife’s common shareholders. Adjusted Earnings focuses on the Company's primary businesses, principally by excluding the impact of market volatility, which could distort trends, and revenues and costs related to non-core products and certain entities required to be consolidated under GAAP. It also excludes net investment gains (losses), net derivative gains (losses), and other adjustments related to revenues and expenses, all net of income tax, and the impact of net income (loss) attributable to noncontrolling interests and preferred stock redemption premium. See Appendix B for more information. Adjusted EPS - Adjusted Earnings divided by weighted average common shares outstanding - diluted. See Appendix B for more information. Adjusted ROE - Adjusted Earnings divided by average common stockholders’ equity, excluding accumulated other comprehensive income other than foreign currency translation adjustment. See Appendix B for more information. Auxiliary Plan - the MetLife Auxiliary Retirement Plan. AVIP - the MetLife Annual Variable Incentive Plan. Business Plan - MetLife crafts its Business Plan to set its targets, goals, and expectations for the year, and uses it for the Company’s planning and projections. The Board’s Finance and Risk Committee reviews and endorses the Business Plan for Board approval. Core - modified for Notable Items. Deferred Shares - compensation payable in shares of MetLife, Inc. common stock receipt of which the recipient has deferred. Direct Expense Ratio - adjusted direct expenses, divided by adjusted premiums, fees, and other revenues excluding pension risk transfers. See Appendix B for more information. Free Cash Flow Ratio - ratio of Free Cash Flow (the sum of cash available at MetLife’s holding companies from dividends from operating subsidiaries, expenses and other net flows of the holding companies (including capital contributions to subsidiaries), and net contributions from debt to be at or below target leverage ratios, determined prior to capital actions, such as common stock dividends and repurchases, debt reduction and mergers and acquisitions) divided by Adjusted Earnings. See Appendix B for more information. Press alt and left arrow to return to previous page viewed. TABLE OF CONTENTS Press alt and left arrow to return to previous page viewed. Match Plan - the MetLife Auxiliary Match Plan, an unfunded nonqualified deferred compensation plan to provide employer contributions for employees who elect to contribute to the 401(k) Plan and who have compensation beyond annual U.S. Tax Code limits. The contributions are similar to those that match employee contributions to the 401(k) Plan. MetLife Property & Casualty - MetLife Property and Casualty Insurance Company, formerly a wholly-owned subsidiary of MetLife, Inc., and certain of its wholly-owned subsidiaries. Metropolitan Life - Metropolitan Life Insurance Company, a direct, wholly-owned subsidiary of MetLife, Inc. with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Metropolitan Life’s common stock is not publicly traded. Notable Items - reflect the unexpected impact of events that affect the Company’s results, but that were unknown and that the Company could not anticipate when it devised its Business Plan. Notable Items also include certain items, regardless of the extent anticipated in the Business Plan, to help investors have a better understanding of Company results and to evaluate, and forecast those results. Notable Items identified in the Company’s Quarterly Financial Supplements are: (1) actuarial assumption review and other insurance adjustments; (2) expense initiative costs; (3) interest on tax adjustments; and (4) tax adjustments. Notable Items represent a positive or negative impact to adjusted earnings available to common shareholders. Total Compensation - with respect to a year, the total of base salary earnings during the year, annual incentive awards for performance in that year, and LTI awards in consideration of performance in that year and potential for future contributions. Items such as sign-on payments and others that the Compensation Committee recommends, but which are not determined under the Company’s general executive compensation framework, are not included. Retirement benefits, medical programs, and potential termination payments are also not included. TSR Peer Group - the group of Company competitors listed in Appendix A used to determine a part of the Performance Shares Performance Factor. Press alt and left arrow to return to previous page viewed. |
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