UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Preliminary Proxy Statement
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METLIFE, INC.
(Name of Registrant as Specified in Its Charter)
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MetLife, Inc.
200 Park Avenue, New York, NY 10166
April 28, 202129, 2022
Dear Fellow Shareholder:
While much in the world is different, the strength and resilience of MetLife has remained constant. Over the company’s 153-year history, it has delivered protection for customers, opportunity for employees, and sustainable value for shareholders, even in times of crisis, loss and disruption.
That preparation has paid off. The Company has delivered another year of strong financial results for investors, while continuing to innovate and develop agile and digital tools to better serve customers. Employees recently returned to their offices under a Future Work model designed to provide flexibility while also promoting productivity. And MetLife accelerated efforts to prove itself as a champion of diversity and inclusion, and a responsible steward of the environment. Management has done an outstanding job executing on each of these, and many other essential elements of the Company had a strong year. MetLife’s diversification has been a sourcestrategy, to optimize the value of strength and the executive team has successfully managed unanticipated variability in claims, service utilization and investment returns, while remaining extremely disciplined on expenses and risk exposure.your investment.
Perhaps the most critical way that the Board prepares for the future is by securing the right skills and Differentiate – have served MetLife wellexperience in the boardroom to face the challenges that lie ahead. Recently, we were fortunate to welcome Carla Harris, a strong motivational leader with extensive experience in investments and will guide its future success.
Sincerely,
R. Glenn Hubbard
Chairman of the Board
MetLife, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Place: Virtually via the Internet at www.virtualshareholdermeeting.com/ Date: June 21, 2022 2:30 p.m., Eastern Time Record Date: April 22, | | | | | ITEMS OF BUSINESS: | |||
| | 1.The election of | |||||||
| | 2.The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independent auditor for | |||||||
| | 3.An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and | |||||||
| | 4.Such other matters as may properly come before the meeting. | |||||||
Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement.
MetLife, Inc. common stock shareholders of record at the close of business on April 22, 20212022 will be entitled to vote at the meeting or any adjournment or postponement thereof.
Due to the ongoing COVID-19 pandemic, and in order to protect the health and well-being of our shareholders, employees and Directors, we will hold the Annual Meeting solely by means of remote communication. There will be no in-person meeting at our offices. For additional details, including information on how to participate in the virtual-only Annual Meeting, see Information AboutAbout the Annual Meeting, Proxy Voting, and the Board of Directors.
By Order of the Board of Directors,
Timothy J. Ring
Vice President and Secretary
New York, New York
April 28, 202129, 2022
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June The accompanying Proxy Statement, the MetLife, Inc. |
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PROXY STATEMENT
This Proxy Statement contains information about the 20212022 annual meeting of shareholders (the Annual Meeting)Meeting) of MetLife, Inc. (including its corporate affiliates, where applicable, MetLifeor the Company)Company). The Company is providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors (the Board of Directors or the BoardBoard)). It is sending certain shareholders a Notice of Internet Availability of Proxy Materials (Notice)(Notice) on or about April 29, 2021.2022. The Notice includes instructions on how to access the Proxy Statement, 20202021 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 29, 2021.2022. See “Accessing your proxy materials” in Information About the Annual Meeting, Proxy Voting, and the Board of Directors for additional information.
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In this Proxy Statement, MetLife presents certain measures of its performance that are not calculated in accordance with accounting principles generally accepted inin the United States of America (GAAP(GAAP)). You should not view these Non-GAAP financial measures as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:
| ($ in millions, except per share data and as otherwise indicated) | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) available to MetLife, Inc.’s common shareholders | $ | 747 | $ | 3,907 | $ | 4,982 | $ | 5,721 | $ | 5,191 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share | $ | 0.67 | $ | 3.62 | $ | 4.91 | $ | 6.06 | $ | 5.68 | ||||||||||||||||||||||||||||||||||||||||||||||
| Return on MetLife, Inc.’s common stockholder equity | 1.0% | 6.3% | 9.6% | 9.8% | 7.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | $ | 17,117 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Book value per common share | $ | 51.53 | $ | 68.62 | $ | 78.67 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expense ratio | 24.6% | 22.9% | 21.7% | 18.9% | 19.9% | 18.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders | 110% | 73% | 67% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | 2013 | |||||||||||||||||||||||||
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (1) | 218% | 57% | ||||||||||||||||||||||||
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| ($ in millions) | U.S. | Asia | Latin America | EMEA | MetLife Holdings | Corporate & Other | ||||||||||||||||||||||||||||||||||||||
| Adjusted earnings available to common shareholders | $ | 3,224 | $ | 1,565 | $ | 280 | $ | 327 | $ | 976 | $ | (749) | ||||||||||||||||||||||||||||||||
($ in millions, except per share data and as otherwise indicated) | | | 2019 | | | 2020 | | | 2021 |
Net income (loss) available to MetLife, Inc.’s common shareholders | | | | | | $ 5,191 | | | $ 6,353 |
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share | | | | | $5.68 | | | $7.31 | |
Return on MetLife, Inc.’s common stockholder equity | | | 9.8% | | | 7.6% | | | 9.7% |
Net investment income | | | | | | | $21,395 | ||
Book value per common share | | | | | $78.67 | | | $77.12 | |
Expense ratio | | | 19.9% | | | 18.4% | | | 18.2% |
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders | | | 73% | | | 67% | | | 59% |
2021 | ||||||||||||||||||||||||
($ in millions) | | | U.S. | | | Group Benefits | | | Retirement and Income Solutions | | | Asia | | | Latin America | | | EMEA | | | MetLife Holdings | | | Corporate & Other |
Adjusted earnings available to common shareholders | | | $ 3,221 | | | $ 472 | | | $ 2,749 | | | $ 2,298 | | | $ 291 | | | $ 301 | | | $ 2,242 | | | $ (399) |
EMEA refers to Europe, the Middle East, and Africa.
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This Proxy Statement refers to Core (underlined terms have the meanings ascribed to them in the Glossary) financial measures, including:
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CoreDirect Expense Ratio excludes pension risk transfers.
Book Value Per Share excludes AOCI other than FCTA. Book Value Per Share is not presented in Core form.
MetLife’s Business Plan measures are on a Core basis, except:
| • | Business Plan goals for the purposes of the 2021 AVIP were based on Adjusted Earnings, and are not modified for Notable Items or other Core modifications; and |
| • | 2019-2021 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings and are not modified for Notable Items. |
See Appendix B for further information.
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This summary provides highlights of information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.
Voting Your Shares
Record Date | | | April 22, 2022 | ||||||||
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Voting | | ||||||||||
| | Shareholders as of the record date are entitled to vote. Each share of MetLife common stock (aShare) is entitled to one vote for each Director nominee and one vote for each of the other proposals. | ||||||||||
Your vote is important. Shareholders of record may vote their Shares electronically at the Annual Meeting or by using any of the following methods. Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions received from such nominee.
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Internet | | | Telephone | | | Mail | ||||||||||||||
www.proxyvote.com no later than 11:59 p.m., Eastern Time, June | | | 1-800-690-6903 no later than 11:59 p.m., Eastern Time, June | | | Complete, sign, and return your proxy card by mail (if you received printed copies of the proxy materials) so that it is received by MetLife c/o Broadridge prior to the Annual Meeting. | ||||||||||||||
Proposals for Your Vote
Proposals | | | Board Recommendation | | | Vote Required | ||||||||||||||
Election of | | | FOR each nominee | | | Majority of Shares voted | ||||||||||||||
Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditor for | | FOR | | | Majority of Shares voted | |||||||||||||||
Advisory vote to approve compensation paid to the Company’s Named Executive Officers | | FOR | | | Majority of Shares voted | |||||||||||||||
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MetLife at a Glance
1 As of December 31, 2021.
2 As of December 31, 2021. At estimated fair value.
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MetLife: Key 2021 Accomplishments
✔ Executed on Next Horizon Strategy
✔ Successfully managed in COVID-19 environment
✔ Generated strong top-line growth and robust investment returns
✔ Delivered on key financial commitments
◆ CoreAdjusted ROE of 16.5%, above target range of 12-14%
◆ Generated strong free cash of $3.8 billion, above expectations
◆ CoreDirect Expense Ratio of 11.6%, down 40 basis points year-over-year
✔ Returned a record of $6 billion to shareholders
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MetLife continues to demonstrate its commitment to superior execution of its
Next Horizon strategy.
Deploying capital to businesses with attractive returns and payback periods | | | | | ||||
Reinvested to enable growth and enhance the customer experience
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MetLife’s Long-Term ValueCreation
Five-year period beginning 1/1/2020 through 12/31/2024.
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MetLife’s Globally-Diversified, Market-Leading Businesses
1 Excludes Corporate & Other
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Executive Pay for Performance
The Company maintained its pay for performance practices in 2020.2021. The vast majority of the Total Compensation for 2020 performance2021 for the individuals listed in the Summary Compensation Table (the(the Named Executive Officers)Officers) was variable and depended on performance.
MetLife’s compensation design continues to align its executives and other senior management with the creation of shareholder value. MostThe vast majority of MetLife’s Named Executive Officers Officers’ Total CompenCompensationsation 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 Return (TSR)(TSR) relative to peers.
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MetLife’s Compensation Committee continued to link pay and performance by:by:
| ✔ | considering the Company’s successful financial performance and progress on Next Horizon strategic objectives - as well as individual executive performance and shared goals, including on ESG and DEI - in determining compensation actions for 2021. |
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approving the settlement of 2019-2021 Performance Shares at 141.3% of target shares, a notable improvement over the prior period (2018-2020) outcome largely due to outstanding TSR relative to peers, resulting in maximum performance achievement, while the Adjusted ROE | |||||
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| ✔ | 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 ROE against the Business Plan goals. |
| ✔ | incorporating sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review. |
| ✔ | using executive compensation practices with strong risk-mitigation and corporate governance features, as shown in Key Features of MetLife’s Executive Compensation Program. |
Key highlights of performance the Compensation Committee considered in making Total Compensation decisions for the Executive Officers, and how it aligned those decisions with performance, are described in the Compensation Discussion and Analysis.
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Sustainability Highlights at MetLife
At MetLife, sustainability means being able to live our purpose—Always with you, building a more confident future—for the long-term. MetLife has focused on deploying the full strength of its people, products, services, and investments to create long-term value for all of its stakeholders, while serving as a force for good in the world. MetLife’s comprehensive sustainability strategy highlights the Company’s strategic approach to monitoring and managing environmental, social, and governance (ESG) issues, including those involving diversity, equity and inclusion (DEI).
1As of December 31, 2020. Comprised of premium credits and contributions from MetLife Foundation; 2Reflects the approximate total amount spent since the inception of MetLife’s Supplier Development and Inclusion Program, as of December 31, 2021; 3As of December 31, 2021, at estimated fair value; 4As of December 31, 2020. Responsible investments at MetLife are defined as those investments that achieve both a market financial return and promote social and/or environmental benefits. These investments include green investments, infrastructure, municipal bonds, impact and affordable housing investments; 5By MetLife employees; 6MetLife’s goals for GHG emissions and carbon neutrality apply to all of its owned and leased offices across the world, its fleet of automobiles (Scope 1 and 2 emissions), and its employee business travel (Scope 3 emissions); 7As of December 31, 2020. Green investments at MetLife are defined as investments in projects, infrastructure, or companies that support or provide environmentally friendly products and practices.
ESG Governance and Oversight
ESG is fully integrated into all parts of MetLife’s operations and management. The Board and its committees oversee the assessment and management of various ESG matters, including ESG risks, risk associated with the enterprise investment portfolio, and policies concerning climate change. In addition, MetLife’s management provides periodic updates to the full Board and its committees on various ESG matters, and reviews and guides strategies, initiatives, and policies across the organization related to MetLife’s sustainability efforts. ESG performance is reflected in aspects of executive officer performance assessments, which impacts their Total Compensation.
2030 Climate Goals
MetLife continues to build on its longstanding commitment to environmental stewardship with its previously announced 2030 climate goals—eleven 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. In 2021, MetLife made progress toward achieving each of these 2030 climate goals.
2030 DEI Commitments
MetLife recently announced, in March 2022, comprehensive DEI commitments to achieve by 2030. The commitments address the needs of the underserved and underrepresented through MetLife’s investments, products and services, supply chain, volunteering and community efforts.
For more information on MetLife’s sustainability practices, please refer to Sustainability at MetLife.
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Best Practices in Corporate Governance
The Company has a proven track record of implementing best practices in corporate governance.
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Governance Best Practices | | | | | Robust Shareholder Rights | |
Independent Chairman of the Board Independent Board Committees Diverse Board Frequent Board executive sessions Comprehensive annual Board and Committee assessment process Publicly disclosed political contributions Committee Chair rotation Robust shareholder engagement program | | |  | | | Annual election of all Directors Shareholder right to call special meeting Shareholder proxy access Majority vote standard for uncontested Director elections No “poison pill” |
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| | | Sound Policies | | | ||
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| | | Share ownership requirements for executives and Directors Policy prohibiting hedging or pledging Company securities Performance-based compensation recoupment (“clawback”) policy Directors encouraged to limit public company board service to no more than three other boards | | |
Cybersecurity Risk Oversight and Safeguards
In conjunction with the Finance and Risk Committee’s oversight of the management of material risks, 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. 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. 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. For more information on MetLife’s Cybersecurity risk management, please refer to Cybersecurity and Privacy.
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Human Capital Management
MetLife believes that the ability to attract, retain, protect, develop, and competitively compensate its diverse workforce is a vital component in its success. In 2021, MetLife enhanced its focus on each of these elements. By championing inclusion at every level of the Company, MetLife continues to build a purpose-driven and inclusive culture where employees are comfortable and confident.
For more information about ESG Oversight and Governance, MetLife’s DEI commitments and human capital management practices, please refer to Sustainability at MetLife.
Board Oversight of Risk Management
The Company’s Board of Directors has active and robust practices in risk-management oversight:
The Finance and Risk Committee oversees assessment, management, and mitigation of material risks, as well as capital and liquidity management practices.
Other committees also have significant risk-management oversight responsibilities:
| ✔ | Audit: internal controls, information security and cybersecurity, and relevant legal and regulatory compliance; |
| ✔ | Governance and Corporate Responsibility: ethics, compliance programs, sales practices, management succession, and reputation, as well as strategies, activities and initiatives related to sustainability and DEI; |
| ✔ | Investment: investment portfolio risks; and |
| ✔ | Compensation: compensation plan risks (e.g., avoiding incentives to take excessive risk). |
In 2020,2021, in addition to the ongoing outreach of the Company’s Investor Relations team, Chief Executive Officer (the CEO)CEO) and Chief Financial Officer (the CFO)CFO), MetLife conducted its annual governance-focused shareholder engagement process led by the Corporate Secretary and involving the Chief Sustainability Officer, the Senior Vice President, Executive Compensation, and other members of management. The Company invited holders of approximately 55.8%more than 50% of MetLife outstanding shares (not including MetLife Policyholder Trust shares) and leading proxy advisory firms to meet and share their views on issues important to them, andthem. The Company ultimately engaged with holders of approximately 14.2% of MetLife outstanding shares (notthose shareholders wishing to discuss the Company’s sustainability practices, including MetLife Policyholder Trust shares).corporate governance, board composition, sustainability commitments, metrics and disclosures, and DEI efforts. Many shareholders who declined an invitation to engage statedindicated that they had no concerns which merited engagement.discussion. No shareholder expressed concerns about the Company’s executive compensation, Board composition or governance structure.
The business impact of the COVID-19 pandemic and the Company’s response were top-of-mind among the shareholders with whom the Company engaged. Diversity, equity and inclusion remained key areas of focus, as did sustainability, including sustainable investing and sustainability disclosure. In response to their feedback, the Company has continued to enhance its sustainability disclosure and align it to the relevant elements of the reporting frameworks developed by the Sustainability Accounting Standards Board (now known as the Value Reporting Foundation) (SASB) and the Task Force on Climate-related Financial Disclosures.Disclosures (TCFD). For more information about the Company’s sustainability efforts and achievements, see Sustainability at MetLife.
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Director Nominees’ Diversity, Independence, Tenure, and Experience
The Company has nominated highly qualified independent leaders to serve on its Board of Directors.
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For a more detailed description of the above skills and experiences, see Board Composition and Refreshment.
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The following table provides summary information about each Director nominee. The designations below will be effective June 15, 2021,21, 2022, immediately following the Annual Meeting, provided that each Director is re-elected.
| 1 | Committee Membership will be determined by the Board at a later date. |
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PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 20222023 ANNUAL MEETING OF SHAREHOLDERS
  | | | | | The Board of Directors recommends that you vote FOR the election of each of the Director nominees. | |||
The Company’s success and long-term value depend on the judgment, skills, and experiences of its Directors. As a Board, these individuals oversee MetLife’s business policies and strategies. They also oversee the CEO, and the other Executive Officers and the other most senior members of management in their management of the Company’s business.
The Board of Directors currently has 1213 members serving terms of office ending at the Annual Meeting.
Each Director nominee is currently serving as a MetLife Director and has agreed to continue to serve if elected. The Board of Directors has no reason to believe that any nominee would be unable to serve if elected. However, if for any reason a nominee should become unable to serve at or before the Annual Meeting, the Board could reduce theits size of the Board or nominate a replacement candidate for election. If you granted a proxy to vote your Shares for the election of an unavailable candidate, the individuals who have your
proxy could use their discretion to vote for a replacement candidate nominated by the Board. The proxies will not have authority to vote for a greater number of nominees than the number of nominees named on the proxy card.
Each of the Director nominees also serves as a director of Metropolitan Life, a direct, wholly-owned subsidiary of MetLife with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the issuance of certain insurance products. The common stock of Metropolitan Life is not publicly traded.
In light of the individual skills and experiences of each of our Director nominees, the Board of Directors has concluded that each Director nominee should be elected at the Annual Meeting and recommends that you vote FORthe election of each of the Director nominees.
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The Company believes that an effective, experienced, and diverse Board of Directors is crucial to the Company’s governance framework and business success. The Governance and Corporate Responsibility Committee (the Governance Committee)Committee), which is principally responsible for identifying and recommending director candidates, looks for candidates with sound judgment and character who are committed to MetLife’s values, and can effectively oversee the Company’s business. To assist with candidate assessment, the Committee utilizes a matrix, which is reviewed annually, of the relevant skills and experiences that evolve with the Company’s business and strategy. With this in mind, the Board, led by the Governance Committee Chair, identified the following skills and experiences as most relevant for the Company’s Board at this time:
Executive Leadership. Public company CEO or senior executive experience managing a complex organization. | | | Financial Expertise, CFO and Audit. Experience as financial expert and/or a public company CFO or audit partner. | |||||||||||
Corporate Governance / Public Company Board. Experience in public company corporate governance related issues, policies, and best practices. | | | Risk Management. Experience in risk management with oversight of different types of risk. | |||||||||||
Financial Services. Experience working as a senior finance executive or insurance industry expertise. | | | Consumer Insight / Analytics. Experience in marketing and interpreting consumer behaviors. | |||||||||||
Global Literacy. Experience as a senior executive working for an international company or working or living in countries outside of the U.S. | | | Technology. Experience with innovative technology, digital, cybersecurity and technology-driven issues, and the related regulatory landscape. | |||||||||||
Regulated Industry / Government. Experience in operating businesses in similar, highly regulated industries, interacting with regulators, and policymakers and/or working in government. | | | Corporate Affairs. Experience in corporate affairs, philanthropy, community development, and environmental or corporate responsibility. | |||||||||||
Investments. Experience in financial investments markets and investment decisions and strategy. | | | ||||||||||||
The Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds, and diversity, though the Company does not have a formal Board diversity policy. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board. | | | | | Five new directors since | |||||||||
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Director Nominees
  | Cheryl W. Grisé age | ||||||||||
Director since 2004 Ms. Grisé’s experience as the Chief Executive Officer of a major enterprise subject to complex regulations has provided her with a substantive understanding of the challenges of managing a highly regulated company such as MetLife. With her executive background and her experience as General Counsel and Corporate Secretary, Ms. Grisé brings a unique perspective on the Board’s responsibility for overseeing the management of a regulated enterprise and the effective functioning of the Company’s corporate governance structures. | |||||||||||
Primary Qualifications | Executive Leadership Regulated Industry / Government | Corporate Governance / Public Company Board Corporate Affairs | |||||||||
 | | | Professional Highlights: |
| – | Executive Vice President (December 2005 – July 2007) |
| – | Chief Executive Officer of principal operating subsidiaries (September 2002 – January 2007) |
| – | President, Utility Group, Northeast Utilities Service Company (May 2001 – January 2007) |
| – | President, Utility Group (May 2001 – December 2005) |
| – | Senior Vice President, Corporate Secretary and General Counsel (1998 – 2001) |
 | | | Other Professional and Leadership Experience: |
 | | | Education: |
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  | Carlos M. Gutierrez age | ||||||||||
Director since 2013 As Chairman and Chief Executive Officer of Kellogg Company, Secretary Gutierrez gained deep insight into the complex challenges of guiding a large enterprise in a competitive global economy and a deep understanding of what drives consumers. As Secretary of Commerce, he worked with government and business leaders to promote America’s economic interests. Secretary Gutierrez’s unique mix of experience gives him a valuable perspective and ability to oversee management’s efforts to grow and develop MetLife’s global business and its interactions with domestic and foreign governments, and regulators. | |||||||||||
Primary Qualifications | Executive Leadership Global Literacy | Corporate Governance / Public Company Board Consumer Insight / Analytics | |||||||||
| | | Professional Highlights: |
| – | Co-Chair (February 2014 – July 2020) |
| – | Vice Chair (April 2013 – February 2014) |
| – | Chairman and Chief Executive Officer (2000 – 2005) |
| – | Chief Executive Officer (1999 – 2000) |
| – | President and Chief Operating Officer (1998 – 1999) |
| | | Other Professional and Leadership Experience: |
Former member, U.S. Chamber of Commerce’s U.S.-India Business Council
| | | Education: |
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Carla A. Harris age 59, Senior Client Advisor, Morgan Stanley | ||||||||||||
 With more than thirty years of experience as a senior leader of a global financial services firm, Ms. Harris brings a keen understanding of investments, global markets and strategic transactions. Over the course of her career, she has executed equity and M&A transactions and led initiatives focused on enhancing client connectivity and improving revenue generation. Ms. Harris is a published author, award-winning podcaster, public speaker and widely-recognized leader in efforts to promote equity and inclusion who has developed and led initiatives to create opportunities for diverse future leaders. This background enables Ms. Harris to contribute significantly to the development and execution of MetLife’s business and sustainability strategies. | ||||||||||||
Primary Qualifications | Executive Leadership Financial Services | Corporate Governance / Public Company Board Investments | ||||||||||
| | | Professional Highlights: |
Morgan Stanley, a multinational investment bank and financial services firm (1987 – present)
| – | Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy |
(2012 – 2021)
| – | Member and leader of various teams focused on mergers and acquisitions, equity capital markets, and asset management (1987 – 2012) |
| | | Other Professional and Leadership Experience: |
Director, Sponsors for Educational Opportunity (SEO)
Director, Mother Cabrini Health Foundation
Director, Sesame Workshop
Member, Harvard University Board of Overseers
Former Chair, Morgan Stanley Foundation
Former Chair, Executive Leadership Foundation
Former Chair, The Foodbank of New York City
Other public company directorships: Walmart, Inc., Cummins, Inc.
| | | Education: |
A.B. and M.B.A., Harvard University
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| | | | | | 2022 Proxy Statement |
 | Gerald L. Hassell age | ||||
Director since 2018 A seasoned executive in financial services, Mr. Hassell brings extensive financial services expertise to MetLife. As the Chairman and Chief Executive Officer of The Bank of New York Mellon Corporation (BNY Mellon), he successfully led a large and complex financial institution and oversaw risk management in a highly regulated industry, with a sophisticated understanding of shareholder value creation. These experiences and expertise are important to the Board’s oversight of the Company’s design and approach to risk management. In addition, his commitment to social responsibility and community development makes him a valuable resource for MetLife’s corporate and social responsibility initiatives. | |||||
Primary Qualifications | Executive Leadership Financial Expertise, CFO and Audit | Regulated Industry / Government Risk Management | |||
| | | Professional Highlights: |
| – | Chairman of the Board (August 2011 – December 2017) |
| – | Chief Executive Officer (August 2011 – July 2017) |
| – | President, The Bank of New York Company, Inc. (merged with Mellon Financial Corporation in 2007 to form BNY Mellon) (September 1998 – July 2007) |
| – | Various other executive leadership positions |
| | | Other Professional and Leadership Experience: |
| – | Board of Trustees, Duke University |
| – | Board of Directors, Duke University Health System |
| – | Lincoln Center for the Performing Arts |
| – | Big Brothers and Big Sisters of New York City |
| | | Education: |
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  | David L. Herzog age | ||||||||||
Director since 2016 Mr. Herzog brings more than three decades of life insurance and financial services expertise to MetLife. His experience as the Chief Financial Officer of a global insurance company uniquely positions him to enhance shareholder value by leveraging his financial and risk management expertise, executive leadership experience, and deep understanding of the insurance business. These qualities and his broad knowledge of and experience in accounting are valuable to the Board’s oversight of MetLife management. | |||||||||||
Primary Qualifications | Executive Leadership Global Literacy | Financial Services Financial Expertise, CFO and Audit | |||||||||
| | | Professional Highlights: |
| – | Chief Financial Officer and Executive Vice President (October 2008 – April 2016) |
| – | Senior Vice President and Comptroller (June 2005 – October 2008) |
| – | Chief Financial Officer for worldwide life insurance operations (April 2004 – June 2005) |
| – | Vice President, Life Insurance (2003 – 2004) |
| – | Various senior officer positions, including Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG |
| – | Chief Financial Officer (1999 – 2000) |
| – | President, GenAm Shared Services (1998 – 1999) |
(1982 – 1987)
| | | Other Professional and Leadership Experience: |
| – | Federal Advisory Committee on Insurance |
| – | Dean’s Advisory Board, University of Missouri, Trulaske College of Business |
| – | Multiple Sclerosis Association of America |
| | | Education: |
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  | R. Glenn Hubbard, Ph.D. age | ||||||||||
Independent Chairman of the Board Director since 2007 As an economic policy advisor to the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions and emergent regulations, and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions and developing regulations, and economic policies may impact MetLife’s investments, businesses, and operations worldwide. | |||||||||||
Primary Qualifications | Corporate Governance / Public Company Board Investments | Regulated Industry / Government Corporate Affairs | |||||||||
| | | Professional Highlights: |
| – | Dean Emeritus, Graduate School of Business |
| – | Dean, Graduate School of Business (2004 – 2019) |
| – | Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present) |
| – | Professor of Economics, Faculty of Arts and Sciences (1997 – Present) |
(2006 – Present)
| | | Other Professional and Leadership Experience: |
| – | Council on Foreign Relations |
| – | Advisory Board of the National Center on Addiction and Substance Abuse |
| – | Board of Directors, Resources for the Future |
| | | Education: |
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  | Edward J. Kelly, III age | ||||||||||
Director since 2015 Mr. Kelly’s extensive leadership experience as an executive in the financial services industry further strengthens the Board’s strong qualifications to oversee the execution of MetLife’s strategies in complex legal and regulatory environments. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. Further, Mr. Kelly’s deep knowledge of investments and financial products and services makes him a valuable asset to MetLife and its shareholders. | |||||||||||
Primary Qualifications | Executive Leadership Financial Services | Corporate Governance / Public Company Board Global Literacy | |||||||||
| | | Professional Highlights: |
| – | Chairman, Institutional Clients Group (January |
| – | Chairman, Global Banking (April 2010 – January 2011) |
| – | Vice Chairman (July 2009 – March 2010) |
| – | Chief Financial Officer (March 2009 – July 2009) |
| – | Head of Global Banking (September 2008 – March 2009) |
| – | President and Chief Executive Officer, Citi Alternative Investments (March 2008 – August 2008) |
| – | President, Citi Alternative Investments (February |
| – | The PNC Financial Services Group, Inc., a financial services corporation (March 2007 – June 2007) |
| – | Mercantile Bankshares Corporation, a financial services corporation (March 2001 – March 2007) |
| – | J.P. Morgan Chase & Co. (and its predecessor company J.P. Morgan & Co. Incorporated), a financial services corporation (November 1994 – January 2001) |
| | | Other Professional and Leadership Experience: |
| | | Education: |
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  | William E. Kennard age | ||||||||||
Director since 2013 Mr. Kennard’s career has provided him with public policy and global investment expertise. As United States Ambassador to the European Union, Mr. Kennard worked to promote transatlantic trade and investment and reduce regulatory barriers to commerce. In his years of public service, Mr. Kennard advanced technology access to underserved populations. Mr. Kennard’s extensive regulatory and international experience enhances the Board’s ability to oversee MetLife’s strategies. | |||||||||||
Primary Qualifications | Corporate Governance / Public Company Board Regulated Industry / Government | Global Literacy Investments | |||||||||
| | | Professional Highlights: |
| – | Chairman (November 1997 – January 2001) |
| – | General Counsel (December 1993 – November 1997) |
| | | Other Professional and Leadership Experience: |
| – | Board of Directors, Eagle Hill School |
| – | Advisory Board, Artificial Intelligence Foundation |
Trustee, Yale University
| | | Education: |
B.A., Phi Beta Kappa, Stanford University
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  | Michel A. Khalaf age | ||||||||||
Director since 2019 Mr. Khalaf brings to the Board deep knowledge of the insurance industry, an entrepreneurial spirit, and strong leadership skills, which he developed during his long and successful career in the life insurance industry. With significant global experience spanning Europe, Middle East and Africa (EMEA), Asia, and the U.S., he has excelled across a wide range of markets, businesses, and cultures. Since joining MetLife in 2010 with the acquisition of American Life Insurance Company (Alico), he has driven innovation, capital efficiency, and profitable growth in the markets he has led. | |||||||||||
Primary Qualifications | Executive Leadership Global Literacy | Financial Services Regulated Industry / Government | |||||||||
| | | Professional Highlights: |
| – | President and Chief Executive Officer (May |
| – | President, U.S. Business and EMEA (July 2017 – April 2019) |
| – | President, EMEA |
| – | MetLife Executive Officer (since November 2011) |
| – | Executive Vice President, Middle East, Africa and South Asia (MEASA) Region (November |
2010 – November 2011)
| – | Regional President, MEASA Region, Alico |
| – | Deputy President & Chief Operating Officer, AIG-Philamlife, Philippines (2006 – 2008) |
| – | Regional Senior Vice President, AIG-Amplico Life, Poland (2001 – 2006) |
| – | General Manager, Alico Egypt (1996 – 2001) |
| – | Chief Operating Officer, Alico Unionvita, Italy |
| – | Deputy General Manager, Alico Bahamas |
| – | Regional Investment Manager, Alico Paris |
| – | Mr. Khalaf began his career as an investment officer at Alico headquarters in Wilmington, Delaware |
| | | Other Professional and Leadership Experience: |
| – | Advisory Board, U.S. Chamber of Commerce China Center |
| – | Board of Directors, U.S.-China Business Council |
| – | Board of Directors, Geneva Association |
| – | Board of Directors, New York City Partnership |
| | | Education: |
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  | Catherine R. Kinney age | ||||||||||
Director since 2009 Ms. Kinney’s experience as a senior executive and Chief Operating Officer of a multinational, regulated entity, her key role in transforming the New York Stock Exchange (NYSE) to a publicly held company, and her leadership in developing and establishing the NYSE corporate governance standards for its listed companies (including MetLife) demonstrate her knowledge of and experience with issues of corporate development, transformation, and governance. These qualities are relevant to ensuring that the Board establishes and maintains effective governance structures appropriate for a global provider of insurance and financial products and services. | |||||||||||
Primary Qualifications | Executive Leadership Financial Services | Corporate Governance / Public Company Board Regulated Industry / Government | |||||||||
| | | Professional Highlights: |
| – | Served in Paris, France, with responsibility for overseeing the global listing program, marketing, and branding (July 2007 – March 2009) |
| – | President and Co-Chief Operating Officer, NYSE (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008) |
| – | Ms. Kinney joined the NYSE in 1974 and held management positions in several divisions, with responsibility for all client relationships (1996 – 2007), trading floor operations and technology (1987 – 1996), and regulation (2002 – 2004) |
| | | Other Professional and Leadership Experience: |
| | | Education: |
B.A., magna cum laude, Iona College
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  | Diana L. McKenzie age | ||||||||||
Director since 2018 With nearly three decades of experience, culminating in her role as Chief Information Officer of Workday, Inc., Ms. McKenzie is a technology leader and innovator who brings deep digital, technology, and cybersecurity knowledge and perspective to the Board. This expertise provides guidance to the Board as MetLife continues to build out its digital capabilities, navigate the regulatory landscape, and support its global operations to best serve its customers. | |||||||||||
Primary Qualifications | Executive Leadership Consumer Insight / Analytics | Regulated Industry / Government Technology | |||||||||
| | | Professional Highlights: |
| – | Advisor (May 2021 – Present) |
BrightInsight, Inc., a provider of digital health platforms for biopharma and medical device companies
| – | Advisor (October 2020 – Present) |
| – | Advisor (October 2020 – August 2021) |
| – | Consultant (May 2020 – Present) |
| – | Senior Advisor (July 2019 – Present) |
| – | Executive in Residence (August 2019 – December 2019) |
| – | Chief Information Officer (February 2016 – July 2019) |
| – | Senior Vice President and Chief Information Officer (December 2010 – February 2016) |
| – | Vice President, Amgen Enterprise Technology Services and Enterprise Architecture (February 2007 – December 2010) |
| – | Executive Director, Amgen Information Systems, Product Development and Commercialization (February 2004 – February 2007) |
| – | Group Director, Lilly Research Laboratories, Product Development and Commercialization (January |
| – | Various Information Systems leadership roles supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning (January 1987 – December 1999) |
| | | Other Professional and Leadership Experience: |
Co-Founder, Silicon Valley Women’s CIO Council
| | | Education: |
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  | Denise M. Morrison age | ||||||||||
Director since 2014 Ms. Morrison has a long and distinguished track record of building strong businesses and growing iconic brands. Her experience as Chief Executive Officer of a global company provides her with a strong understanding of the key strategic challenges and opportunities of running a large, complex business, including financial management, operations, risk management, talent management, and succession planning. Ms. Morrison’s strong commitment to corporate social responsibility and civic engagement make her a valuable resource for MetLife and its shareholders. | |||||||||||
Primary Qualifications | Executive Leadership Global Literacy | Corporate Governance / Public Company Board Consumer Insight / Analytics | |||||||||
| | | Professional Highlights: |
| – | President and Chief Executive Officer (August |
| – | Executive Vice President and Chief Operating Officer (October 2010 – July 2011) |
| – | President, North America Soup, Sauces and Beverages (October 2007 – September 2010) |
| – | President, Campbell USA (June 2005 – September 2007) |
| – | President, Global Sales and Chief Customer Officer (April 2003 – May 2005) |
(1995 – 2003)
| – | Various leadership roles, including: Executive Vice President and General Manager, Kraft Snacks |
(1982 – 1984)
(1975 – 1982)
| | | Other Professional and Leadership Experience: |
Member, Advisory Council, JUST Capital
Former Co-Chair, Board of Directors, Consumer Goods Forum
Former member, Board of Directors, Catalyst
Former member, Business Roundtable
Former Member, Advisory Board, Tufts University Friedman School of Nutrition Science and Policy
| | | Education: |
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  | Mark A. Weinberger age | ||||||||||
Director since 2019 Mr. Weinberger brings his experience leading a global organization, working at the highest levels of government, and as an entrepreneur to MetLife. During Mr. Weinberger’s tenure as the Global Chairman and CEO of Ernst & Young (EY), a leading global professional services organization, he championed increasing diversity at all levels and creating a more inclusive | |||||||||||
Primary Qualifications | Executive Leadership Financial Expertise, CFO and Audit | Corporate Governance / Public Company Board Corporate Affairs | |||||||||
| | | Professional Highlights: |
2008 – December 2019)
| – | Global Chairman and Chief Executive Officer (July 2013 – June 2019) |
| – | Global Chairman and CEO-elect (January 2012 – June 2013) |
| – | Global Vice Chairman, Tax (July 2008 – March 2012) |
| – | Various other leadership positions (1987 – 2008) |
(1995 – 1996)
(1991 – 1994)
| | | Other Professional and Leadership Experience: |
| – | Board of Trustees, U.S. Council for International Business |
| – | Board of Trustees, Emory University |
| – | Board of Trustees, Case Western Reserve University |
| – | Board of Trustees, JUST Capital |
| | | Education: |
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The Board of Directors recognizes the importance of effective corporate governance in fulfilling its responsibilities to shareholders. This section describes some of MetLife’s key governance practices.
The Board of Directors has adopted Corporate Governance Guidelines that set forth the Board’s policies on a number of governance-related matters, including:
Director orientation and continuing education;
The Corporate Governance Guidelines and the Company’s By-Laws provide for a majority voting standard in uncontested Director elections.
The Corporate Governance Guidelines provide that no Director may stand for election after he or she reaches the age of 72, and that a Director may continue to serve until the annual meeting coincident with or immediately following his or her 72nd birthday. In addition, each Director must offer to resign from the Board upon a change or discontinuance of his or her principal occupation or business responsibilities.
A printable version of the Corporate Governance Guidelines is available on MetLife’s website at www.metlife.com/about-us/corporate-governance under “Corporate Governance Guidelines.”
Composition and Independence of the Board of Directors. The Board currently consists of 1213 Directors, 1112 of whom are both Non-Management Directors and Independent Directors. ElevenTwelve are not officers of the Company or of any entity in a consolidated group with the Company (a Non-Management Director)Director) whom the Board has affirmatively determined hashave no material relationships with the Company or any of its consolidated subsidiaries and isare independent within the meaning of the NYSE Corporate Governance Standards (an Independent Director)Director). An Independent Director for Audit and Compensation Committee purposes meets additional requirements under the NYSE Corporate Governance Standards and Rules 10A-3 and 10C-1, as applicable, under the Exchange Act.
The Board has adopted categorical standards to assist it in making determinations regardingfor determining Director independence. None of the relationships between the Independent Directors and MetLife isare material, as provided by the Company’s categorical standards. The categorical standards are included in the Company’s Corporate Governance Guidelines, which are available on MetLife’s website at www.metlife.com/about-us/corporate-governance under “Corporate Governance Guidelines.”
The Board has affirmatively determined that all of the Directors, other than Michel A. Khalaf, the Company’s President and CEO, are Independent Directors. In addition, the Board previously determined that James M. Kilts, who served as Director during 2020 and did not stand for re-election at MetLife's 2020 annual meeting of shareholders, was an Independent Director.
Board Leadership Structure.The Board of Directors believes it is important to maintain flexibility in its Board leadership structure. The Board has determined that the best and most effective leadership structure for MetLife and its shareholders at this time is to have separate chief executive officer and chairman roles. This structure enhances the Board’s ability to exercise independent oversight of MetLife management on behalf of its shareholders.
R. Glenn Hubbard has served as the Company’s Chairman of the Board since May 1, 2019. The Board elected Dr. Hubbard to serve as Chairman of the Board on the strength of his leadership qualities, understanding of global economic conditions and markets, and expertise in public policy and regulatory developments.
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The Chairman’s duties and responsibilities focus on promoting sound corporate governance practices and fostering a culture of effective oversight on behalf of the Company’s shareholders.
The Chairman: | ||
• | presides over shareholder meetings, Board of Directors meetings and executive sessions of Directors, with authority to call meetings of the Board and of the Independent Directors; | |
• | establishes a relationship of trust with the CEO, providing guidance and advice; | |
• | promotes and facilitates effective communication, and serves as a conduit between the Board and the CEO and other members of management; | |
• | approves information sent to the Board for Board meetings, as appropriate; | |
• | sets the agenda for Board meetings with input from the CEO; | |
• | approves Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items; | |
• | confers with the CEO on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company; | |
• | provides guidance to the Board regarding the ongoing development of Directors; | |
• | participates in the Compensation Committee’s annual performance evaluation of the CEO; | |
• | oversees CEO and management succession planning with the Chair of the Governance and Corporate Responsibility Committee; | |
• | ensures the efficient and effective performance and functioning of the Board; | |
• | assists the Board, the Governance and Corporate Responsibility Committee, and management in promoting corporate governance best practices; and | |
• | remains available to shareholders, if requested | |
In addition, each of the Board Committees (with the exception of the Executive Committee) is chaired by an Independent Director with demonstrated expertise in the responsibilities of that Committee and strong leadership skills. Each of the Committees (except the Executive Committee) is also composed entirely of Independent Directors.
The successful partnership between the independent Chairman of the Board, Committee Chairs, Independent Directors and the CEO provides the Company with strong leadership and effective independent oversight of the Company and management. This demonstrates to the Board that this leadership structure is in the best interests of the Company and its shareholders at this time.
The Board also has robustperiodically rotates Committee chair rotation practices.chairs. Since December 2016,2019, it has appointed new chairs of the Compensation Committee and Governance and Corporate Responsibility Committee, Audit Committee, Finance and Risk Committee, and Investment Committee.
Executive Sessions of Independent Directors. At each regularly scheduled Board of Directors meeting, the Company’s Independent Directors meet in executive session without management present. The independent Chairman of the Board presides over the executive sessions of the Independent Directors.
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Director Nomination Process. Nominations for election as Director at the Company’s annual meetings may be made either by the Board or by a shareholder or shareholders in compliance with the requirements of the Company’s By-Laws, as described below.
Nominations by the Board of Directors.The Company’s Board nominates Director candidates upon the recommendation of the Governance and Corporate Responsibility Committee. Potential Director nominees are identified by the Governance and Corporate Responsibility Committee and the Board through a variety of means, including Board members, officers, and shareholders. The Board may also engage search firms, from time to time, to assist it to identify and evaluate potential Director nominees. Potential Director nominees provide information about their qualifications and participate in interviews conducted by individual Board members. Candidates are evaluated based on the information supplied by the candidates and information obtained from other sources, and considered in light of the Board competencies matrix.
In recommending candidates for election as Directors, the Governance and Corporate Responsibility Committee will take into consideration the ability of candidates to enhance the perspective and experience of the Board as a whole, the need for the Board to have a majority of Directors that meet the independence requirements of the NYSE Corporate Governance Standards, and any other criteria the Board establishes from time to time.
Under the Company’s Corporate Governance Guidelines, the following specific, minimum qualifications must be met by any candidate whom the Governance and Corporate Responsibility Committee would recommend for election to the Board:
factors.
The Governance and Corporate Responsibility Committee will consider shareholder recommendations of candidates for nomination as Director. To be timely, a shareholder recommendation must be submitted to the Governance and Corporate Responsibility Committee, MetLife, Inc., 200 Park Avenue, New York, NY 10166, Attention: Corporate Secretary, no earlier than 150the close of business on the 150th calendar daysday and no later than the close of business on the 120th calendar day prior to the first anniversary of the previous year’s annual meeting. RecommendationsFor further information about shareholder recommendations for nominations of candidates, for election at MetLife’s 2022 annual meetingsee Information About the Annual Meeting, Proxy Voting, and the Board of shareholders must be received by the Corporate Secretary of MetLife, Inc. no earlier than January 16, 2022 and no later than the close of business on February 15, 2022 or such other date as may be announced by the Company in accordance with the Company’s By-Laws.Directors.
The Governance and Corporate Responsibility Committee makes no distinctions in evaluating nominees based on whether or not a nominee is recommended by a
shareholder. Shareholders recommending a nominee must satisfy the notification, timeliness, consent, and information requirements set forth in the Company’s By-Laws concerning Director nominations by shareholders. Among other things, the shareholder’s recommendation must set forth all the information regarding the recommended candidate that is required to be disclosed in solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and related regulations, and must include the recommended candidate’s written consent to being named in the Proxy
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Statement as a nominee and to serving as a Director if elected. The recommendation must also be accompanied by a completed Stockholder Disclosure Questionnaire. The Company’s By-Laws are available at www.metlife.com/about-us/corporate-governance.
Shareholder Proxy Access. Under the Company’s By-Laws, a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s annual meeting proxy materials Director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholders and nominees satisfy the requirements specified in the By-Laws. For further information on procedures governing the submission of shareholder nomination of Director nominees, see Information About the Annual Meeting, Proxy Voting, and Other Informationthe Board of Directors.
Risk Management Oversight. The Board of Directors oversees management in its design and implementation of the Company’s risk management. For example, the Board oversees management’s development and execution of appropriate business strategies to mitigate the risk that such strategies will fail to generate long-term value for the Company and its shareholders or that such strategies will motivate management to take excessive risks.
The Board also oversees the development and implementation of processes and procedures to mitigate the risk of failing to ensure the orderly succession of the CEO and the senior executives of the Company. The Board believes that the continuing development of the Company’s managerial leadership is critically important to the Company’s success. The Board, in coordination with the Governance and Corporate Responsibility Committee, periodically reviews the skills, experience, and development plans of the Company’s senior leaders who may ultimately be candidates for senior executive positions. The Directors meet regularly with senior leaders in the context of Board business, giving them an opportunity to assess the qualifications of these individuals. In addition, the Board plans for executive succession to ensure that the Company will have managerial talent available to replace current executives when that becomes necessary.
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| | | | | | 2022 Proxy Statement |
In addition to the oversight performed by the full Board, the Board Committees play a significant role in risk management oversight.
The Finance and Risk Committee has broad oversight responsibilities for the Company’s risk management. The Committee
oversees the Company’s financial policies and strategies, risk targets and risk positions, capital planning and adequacy, certain capital actions, mergers and acquisitions projects, and other financial matters. Annually, the Committee
reviews, and recommends for Board approval, the Company’s Enterprise Risk Appetite Statement, which establishes quantitative and qualitative risk appetite measures and risk exposure considerations and guidelines, and the Company’s Capital Policy and Liquidity Risk Management Policy. The Committee
reviews the Company’s assessment and management of material risks, including its performance against applicable policies and procedures and related benchmarks and target metrics. The Committee also receives and
reviews the Own Risk and Solvency Assessment report, which summarizes the results of the Company’s analysis of its current and future risks, on an annual basis. The Committee coordinates its oversight with the efforts of the Chief Risk Officer (who oversees and coordinates risk assessment and mitigation enterprise-wide) and other members of management. The Committee also
reviews reports from the Chief Risk Officer at every regularly scheduled Committee meeting and other members of management regarding the steps taken to measure, monitor and manage risk exposure in the enterprise. At each regularly scheduled Committee meeting, the Chief Risk Officer provides a report on enterprise risk management and meets in executive session of the independent Committee members without the Company’s other Executive Officers to further discuss enterprise risk management.
The Committee also coordinates risk management oversight with the other Board Committee Chairs.
provides oversight of and reviews with management, the Chief Auditor and the independent auditor, the Company’s system of internal control over financial reporting that is relied upon to provide reasonable assurance of the integrity of the Company’s consolidated financial statements. The Audit Committee also
assists the Board in fulfilling its responsibility to oversee the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities, reviews the Company’s policies on ethical business conduct, responsibilities.
periodically discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management (including risks relating to MetLife information security systems and vendor risk management programs), and .
reviews with management the adequacy and effectiveness of the Company’s
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policies and internal controls regarding information security and cybersecurity.
The Compensation Committee is responsible for reviewing
reviews the Company’s compensation practices, and overseeing risk management with respect to the Company’s compensation arrangements. As part of these duties,
consults with the Committee oversees the design of the Company’s compensation arrangements to avoid creating incentives to take excessive or inappropriate risks. The Chief Risk Officer meets with the Compensation Committeeat least annually to review the Company’s compensation arrangements for this purpose, and on other occasions, at the Committee’s request,practices to assist the Committee in itsensure that they do not encourage excessive or inappropriate risk management oversight role.taking.
The Governance and Corporate Responsibility Committee, in coordination with the Board,
reviews the Company’s proposed succession and development plans for Executive Officers.It
reviews the Company’s ethics and compliance programs and its sales practices to mitigate the risk of non-compliance, customer and regulatory complaints, and other reputational risks, and it risks.
reviews and approves the annual compliance plan. It also
oversees the Company’s goals and strategies concerning legislative, regulatory, and corporate responsibility initiatives that impact the Company’s interests, as well as the Company’s diversity and inclusion activities and initiatives.interests.
The Investment Committee,
oversees, in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the MetLife investment portfolios and of the consolidated MetLife enterprise, including credit risk, portfolio allocation and diversification risk, derivatives risk, and counterparty risk associated with such portfolios.
Throughout the year, the Board and its Committees receive reports from the Chief Risk Officer and other senior management on enterprise risk management and specific risk topics.
Board Membership. For information about the current membership of the Board of Directors and the Board Committees among directors nominated for re-election, see Director Nominees’ Diversity, Independence, Tenure and Experience.
Board Meetings and Director Attendance. In 2020,2021, the Board of Directors held 145 meetings, and the MetLife Board Committees held a total of 32 meetings. Each of the current Directors who served during 20202021 attended more than 75% of the aggregate number of meetings of the Board and the Committees on which the Director served.
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MetLife’s Board of Directors has designated six standing Board Committees: Audit; Compensation; Executive; Finance and Risk; Governance and Corporate Responsibility; and Investment. All Committees, other than the Executive Committee, are chaired by and consist entirely of Independent Directors. The Committee Chairs review and approve agendas for all meetings of their respective Committees.
The Board has delegated authority to the Committees to assist the Board in overseeing the management of the Company. The responsibilities of each Committee are defined in its charter and summarized below. The charters for the Audit, the Compensation, and the Governance and Corporate Responsibility Committees incorporate the requirements of the U.S. Securities and Exchange Commission (SEC)(SEC) and the New York Stock Exchange (NYSE) to the extent applicable. Current, printable versions of these charters are available on MetLife’s website at https://www.metlife.com/about-us/corporate-governance/.
Audit Committee CHAIR David L. Herzog MEMBERS Cheryl W. Grisé Edward J. Kelly, III Catherine R. Kinney Diana L. McKenzie Mark A. Weinberger Number of meetings in 2021: 10 | | | |
The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee: •the 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; •the integrity of the Company's consolidated financial statements; •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; and •the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities. | |||
| | In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the Chief Auditor and the independent auditor significant issues regarding accounting and auditing principles and practices and financial statement presentations. These matters may include existing, new or changing critical audit matters, critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles, the adequacy of the Company’s internal control over financial reporting, and the Company’s practices with respect to non-GAAP financial information. The Audit Committee reviews the Company’s earnings press releases and related practices with management in advance of such disclosure. | ||
| | | The Audit Committee periodically discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management (including risks relating to MetLife information security systems and vendor risk management programs), and reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity. | |
| | | The Audit Committee’s activities during 2021 with respect to the oversight of the independent auditor are described in more detail in Proposal 2 — Ratification of Appointment of the Independent Auditor, and its responsibilities for oversight of risk management are further discussed under “Risk Management Oversight” in Information About the Board of Directors. | |
| | | All members of the Audit Committee are Independent Directors who meet the additional independence requirements of the NYSE Corporate Governance Standards and Rule 10A-3 under the Exchange Act and are financially literate, as such qualification is interpreted by the Board of Directors. One member of the Audit Committee, Mark A. Weinberger, serves on the audit committees of three other public companies; however, the Board has determined that Mr. Weinberger’s simultaneous service on three other public company audit committees would not impair his ability to serve effectively on the Company’s Audit Committee. The Board has also determined that the following three members of the Audit Committee qualify as “audit committee financial experts,” as such term is defined by the SEC: David L. Herzog, Edward J. Kelly, III, and Mr. Weinberger. |
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Compensation Committee CHAIR Cheryl W. Grisé MEMBERS Gerald L. Hassell David L. Herzog Edward J. Kelly, III Catherine R. Kinney Denise M. Morrison Number of meetings in 2021: 6 | | | |
The Compensation Committee: •assists the Board of Directors in fulfilling its responsibility to oversee the development and administration of the Company’s compensation •approves the corporate goals and objectives relevant to the CEO’s Total Compensation, evaluates the CEO’s performance in light of such goals and objectives, and recommends, for approval by the Independent Directors, the CEO’s Total Compensation level based on such evaluation; •reviews, and recommends for approval by the Board, the Total Compensation of each person who is an “executive officer” of the Company under the Exchange Act and related regulations or an “officer” of the Company under Section 16 of the Exchange Act and related regulations, including their base salaries, annual incentive compensation, and stock-based •oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk taking; •reviews compensation governance policies and practices, including the Company’s Performance-Based Compensation Recoupment (“clawback”) Policy, and oversees their application; and •reviews and discusses with management the Compensation Discussion and Analysis to be included in the Proxy Statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) oversees preparation of and issues the Compensation Committee Report for inclusion in the Proxy Statement. | |||
| | | The Chairs of the Finance and Risk, Governance and Corporate Responsibility, and Audit Committees serve on the Compensation Committee. These Directors bring information and perspective from the work of other committees directly to bear on the Compensation Committee’s decisions. This enhances the Compensation Committee’s execution of its responsibilities, including its role in overseeing management’s efforts to ensure that the Company’s compensation program does not encourage excessive risk-taking. | |
| | | The Compensation Committee has sole authority to retain or obtain the advice of a compensation consultant, independent legal counsel, or other advisor to the committee. Before the Compensation Committee retains or obtains the advice of an external advisor, it considers factors related to that person’s independence, including the factors that the Corporate Governance Standards of the NYSE require to be considered. The Compensation Committee is responsible for the appointment, compensation, and oversight of any advisor it retains. | |
| | | To assist the Compensation Committee in carrying out its responsibilities, the Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its executive compensation consultant. Meridian provided the Compensation Committee with information and data covering competitive market compensation levels and mix, and overall market trends concerning executive compensation and related governance practices. Meridian has advised the Compensation Committee about the overall design and implementation of MetLife’s executive compensation program, including decisions made under the program, and has advised the Compensation Committee about regulatory, governance, and technical developments that may affect the Company’s executive compensation program. Meridian also advises the Governance and Corporate Responsibility Committee on Non-Management Director compensation. | |
| | | To ensure the objectivity, independence, and candor of its advice, Meridian: • reports directly to the committees on executive and Non-Management Director compensation matters; • meets with the committees in executive sessions that are not attended by Company management; • has direct access to the committees’ chairs and members between meetings; and • provides no other services to the Company or its affiliates or subsidiaries. |
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Compensation Committee (Continued) | | | The Company’s Corporate Governance Guidelines provide that any consultant retained by the Compensation Committee on executive compensation matters should not be retained to provide any services to management of the Company and Meridian did not provide any such other services in 2021. |
| | | In addition, Meridian has provided the Compensation Committee with information regarding its relationship with MetLife as well as Meridian’s independence and policies for avoiding conflicts of interest. The Compensation Committee determined that Meridian’s work did not raise any conflict of interest. | |
| | | Under its charter, the Compensation Committee may delegate to a subcommittee or to the CEO or other Company officers 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. |
Executive Committee CHAIR Michel A. Khalaf MEMBERS Cheryl W. Grisé David L. Herzog R. Glenn Hubbard Edward J. Kelly, III William E. Kennard Denise M. Morrison Number of meetings in 2021: 0 | | | TheExecutive Committee |
| | The Executive Committee exercises the powers of the Board of Directors, as needed, between meetings of the Board. |
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. |
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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 | | |
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 the 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. | |
| | | The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s independent Directors and recommending any changes to the Board. None of the Company’s Executive Officers had any role in determining or recommending the amount or form of independent Director compensation for 2021. The Committee engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2021. 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. For more information on Director Compensation, see Director Compensation. | |
| | | 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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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:
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, the matter may be referred to legal counsel for review and consultation regarding possible further action, including 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.
The Company has no related person transactions requiring disclosure under Regulation S-K item 404(b).
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 Ethics and Code of Business Ethics for Employees. The Company has adopted the Directors’ Code of Business Ethics, which is applicable to all members of the Company’s Board of Directors including the Chief Executive Officer, and the Code of 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 Business 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.”
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 4, 2021,3, 2022, each Non-Management Director who had served beyond the fifth anniversary of election to the Board had met these requirements.this requirement.
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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, 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.
The Company prohibits Directors and employees, including Executive 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 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.
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Monitoring and consists of staff dedicated tomanaging environmental, social and governance (ESG)(ESG) issues, including those involving diversity, equity and inclusion (DEI), are fully integrated into all parts of MetLife’s operations and management. Recognizing the increased importance of ESG matters to both MetLife’s business and stakeholders, the Board in 2021 enhanced its framework for oversight of ESG strategy management and reporting.execution to ensure that MetLife’s Sustainabilitysustainability efforts are led bycoordinated across all parts of the Chief Sustainability Officerenterprise. The Board oversees the assessment and overseen bymanagement of various ESG matters, including ESG risks, risk associated
with the enterprise investment portfolio, and policies concerning climate change. MetLife’s Executive Vice President, Head of Corporate Affairs, who reports directlymanagement provides regular updates to the CEO.full Board and its committees on various ESG matters, including diversity and inclusion, climate action, philanthropy, responsible investments, and regular updates on cybersecurity and privacy. The Chief Sustainability Officer periodically reports tooversight of certain ESG matters falls within the Governance and Corporate Responsibility Committee. The Sustainability function has 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.
BOARD OF DIRECTORS
Finance and Risk Committee | | | Investment Committee | | | Governance and Corporate Responsibility Committee | | | Audit Committee | | | Compensation Committee |
• 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-term sustainability of the Company.world.
MetLife’s comprehensive sustainability strategy highlights the Company’s strategic approach to 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 efforts focus on prioritizing five ofstrategy is closely aligned with the seventeen United Nations Sustainable Development Goals (SDGs), given their relevance to MetLife’s business. The Company leverages its products(U.N. SDGs). MetLife supports all 17 U.N. SDGs, however it prioritizes five U.N SDGs: good health and services, workforce, investmentswell-being, gender equality, decent work and community to drive progress of these five SDGs.economic growth, reduced inequalities, and climate action, as reflected in our overall strategy.
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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.
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| | | | | | 2022 Proxy Statement |
2021 Awards, Recognitions and Achievements
MetLife is proud of the external awards and recognition it received in 2021, some of which are listed below:
2021 AWARDS AND RECOGNITIONS | ||||||
Corporate Sustainability Practices | | | Diversity , Equity, and Inclusion | | | Climate and Environmental Action |
• 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 |
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U.N. SUSTAINABLE DEVELOPMENT GOALS | | RECENT ACHIEVEMENTS | |
 | | | • 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 • |
 | | | • • Joined the • Committed to expanding opportunities for women and girls through MetLife |
 | | | • • • Launched MyPath, a global platform to foster internal talent mobility and career opportunities • Since its |
 | | | • • Established a • |
 | | | • •MetLife • 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 |
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| | | | | | 2022 Proxy Statement |
Goals and Commitments
| ||||||||
MetLife’s 2030 EnvironmentalClimate Goals
In 2020, MetLife announced its 2030 Environmental Goals — climate goals—11 new 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 workcontinue to make progress againsttowards these goals which MetLife believes will havefor a meaningful impact on the sustainability of its business, workforce, communities, and the environment.
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2030 DEI Commitments
Furthering MetLife’s sustainability efforts emphasizecommitment 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 role as:performance and share it with its employees, shareholders and other stakeholders in MetLife’s annual Sustainability Report, starting in 2023.
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| | | | | | 2022 Proxy Statement |
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, and solutions tailored to the specific needs company, MetLife relies significantly on its global workforce, leveraging a wide variety of each market to provide financial health, protection, and opportunity;
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 which we operate;
MetLife’s annual Sustainability Report accessible at www.metlife.com/sustainability.
MetLife is committed to operating responsibly and promoting transparency. Each year, the Company publishes its annual Sustainability Report. The report is prepared consistent with the standards of the GRI,Global Reporting Initiative, SASB, TCFD, and the U.N. Global Compact, and demonstrates how the Company’s actions support the United NationsU.N. SDGs.
Please visit www.metlife.com/sustainability to learn more about MetLife’s sustainability efforts and to access the MetLife 2020MetLife’s annual Sustainability Report, please visit www.metlife.com/sustainability.Report. This report, or any other information from the MetLife website, is not a part of or incorporated by reference into this Proxy Statement.
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| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||
| Cheryl W. Grisé (3) | 180,000 | 150,104 | 1,717 | 331,821 | ||||||||||||||||||||||||||||||||||||||||
| Carlos M. Gutierrez | 150,000 | 150,104 | 1,717 | 301,821 | ||||||||||||||||||||||||||||||||||||||||
| Gerald L. Hassell | 150,000 | 150,104 | 1,717 | 301,821 | ||||||||||||||||||||||||||||||||||||||||
| David L. Herzog (3) | 190,000 | 150,104 | 1,717 | 341,821 | ||||||||||||||||||||||||||||||||||||||||
| R. Glenn Hubbard, Ph.D. (3) | 275,000 | 275,066 | 6,717 | 556,783 | ||||||||||||||||||||||||||||||||||||||||
| Edward J. Kelly, III (3) | 185,000 | 150,104 | 1,717 | 336,821 | ||||||||||||||||||||||||||||||||||||||||
| William E. Kennard (3) | 175,000 | 150,104 | 6,717 | 331,821 | ||||||||||||||||||||||||||||||||||||||||
| James M. Kilts (4) | 75,000 | 75,054 | 925 | 150,979 | ||||||||||||||||||||||||||||||||||||||||
| Catherine R. Kinney | 150,000 | 150,104 | 6,717 | 306,821 | ||||||||||||||||||||||||||||||||||||||||
| Diana L. McKenzie | 150,000 | 150,104 | 1,717 | 301,821 | ||||||||||||||||||||||||||||||||||||||||
| Denise M. Morrison (3) | 175,000 | 150,104 | 6,717 | 331,821 | ||||||||||||||||||||||||||||||||||||||||
| Mark A. Weinberger | 150,000 | 150,104 | 4,417 | 304,521 | ||||||||||||||||||||||||||||||||||||||||
| Grant Date Fair Value of Stock Awards ($) | ||||||||||||||||||||||||||
| Grant Date | R. Glenn Hubbard, Ph.D. | James M. Kilts | Each Other Non-Management Director | |||||||||||||||||||||||
| January 2, 2020 | 68,758 | 37,528 | 37,528 | |||||||||||||||||||||||
| April 1, 2020 | 68,774 | 37,526 | 37,526 | |||||||||||||||||||||||
| June 16, 2020 | 68,752 | 0 | 37,529 | |||||||||||||||||||||||
| October 1, 2020 | 68,782 | 0 | 37,521 | |||||||||||||||||||||||
| | ||||||||
| | | |||||||
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.
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Name (1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) (2) | | | All Other Compensation ($) | | | Total ($) |
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 the Non-Management Directors during 2021. Mr. Khalaf was compensated as an employee for 2021 and received no compensation for his service as a member of the Board of Directors. For information about compensation for Mr. Khalaf for 2021, see the Summary Compensation Table and the accompanying discussion. |
| 2 | The reported dollar amounts are the grant date fair value of such Stock awards as computed for financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 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 of Stock Awards ($) | ||||
Grant Date | | | R. Glenn Hubbard, Ph.D. | | | Each Other Non- Management Director |
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 2021, Mr. Herzog served as Audit Committee Chair, Ms. Grisé served as Compensation Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, Ms. Morrison served as Governance and Corporate Responsibility Committee Chair, Mr. Kennard served as Investment Committee Chair, and Dr. Hubbard served as independent Chairman of the 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.” |
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| | | | | | 2022 Proxy Statement |
Fees Earned or Paid in Cash and Stock Awards
The Company paid each active Non-Management Director a retainer at an annual rate of $300,000 in four installments. The Company also paid the independent ChairChairman of the Board an additional retainer at an annual rate of $250,000 in four installments. One-half of each installment is payable in cash. The other half is payable in Shares. The grant date fair value of the Share award was slightly higher than one-half of the total because the Company rounded up to a whole number of Shares payable to the Director.
In addition, the Company paid cash retainer fees (unchanged from 2019)2020) to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments:
Committee | | | ||||||||||||
Retainer for Committee Chair ($) | ||||||||||||||
Audit Committee | | | 40,000 | |||||||||||
Finance and Risk Committee | | 35,000 | ||||||||||||
Compensation Committee | | 30,000 | ||||||||||||
Governance and Corporate Responsibility Committee | | 25,000 | ||||||||||||
Investment Committee | | |||||||||||||
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 2020,2021, Meridian provided the Governance 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 2015 Director 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, 2020.2021. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2020.
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 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’ 20202021 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 2020.2021. This provided each with $200,000 of group life insurance coverage during 2020. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Kilts (a cost of $792), who served as a Director for a portion of 2020.2021.
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 20202021 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 2020,2021, the MetLife Foundation matched a maximum contributionscontribution made by each of Dr. Hubbard and Ms. Morrison.Kinney. Mr. Kennard and Ms. Kinney each made a maximum contribution in 20202021 to be matched by MetLife in 2021.2022.
Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 20202021 were less than $10,000, and as a result are not reported.
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| | | | | 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, | |||
The Audit Committee has appointed Deloitte & Touche LLP (Deloitte)(Deloitte) as the Company’s independent registered public accounting firm and independent auditor for the fiscal year ending December 31, 2021.2022. Deloitte’s long-term knowledge of 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 engages in an annual assessment of the independent registered public accounting firm to conclude whether the retention of the firm is in the best interests of the company and 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)(PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley)(Sarbanes-Oxley) and the Rules of the PCAOB;
the professional qualifications and experience of key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;
internal control over financial reporting;
Deloitte has served as independent auditor of the Company since 1999, and as auditor of affiliates of the Company since at least 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.
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| | | | | | 2022 Proxy Statement |
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. The Audit Committee requests management and MetLife managementDeloitte to continually strive to optimize value through greater audit qualityefficiency and value.effectiveness, without impacting quality. They review the services provided against a broad spectrum of cost, speed and quality 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, 20202021 and 2019.2020. 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:
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.
| (in millions) | 2020 ($) | 2019 ($) | ||||||||||||||||||||||||
| Audit Fees (1) | 62.7 | 63.7 | ||||||||||||||||||||||||
| Audit-Related Fees (2) | 8.4 | 8.3 | ||||||||||||||||||||||||
| Tax Fees (3) | 4.5 | 3.1 | ||||||||||||||||||||||||
| All Other Fees (4) | 4.4 | 8.4 | ||||||||||||||||||||||||
(in millions) | | | 2021 ($) | | | 2020 ($) |
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. The trend of the audit 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, including System and Organization Control (SOC) audit reports, as mandated by Statement on Standards for 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 $2.2 million and $3.5 million in 2021 and 2020, respectively. Tax advisory fees totaled $1.0 million in each of 2021 and 2020. |
| 4 | Fees for other types of permitted services including consulting, financial advisory services and actuarial services. 51
This report (this The Audit Committee currently consists of six independent Directors. The Board of Directors The Audit Committee 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 has also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOBregarding Deloitte’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence from MetLife.
The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 52
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 Respectfully, David L. Herzog, Chair Cheryl W. Grisé Edward J. Kelly, III Catherine R. Kinney Diana L. McKenzie Mark A. Weinberger 53
PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
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 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 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 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. 54
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 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 Respectfully, Cheryl W. Grisé, Chair Gerald L. Hassell David L. Herzog Edward J. Kelly, III Catherine R. Kinney Denise M. Morrison 55
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 Officers of MetLife. It also describes the key factors that the Compensation Committee (in this discussion referred to as the
56
The Company maintained its pay for performance practices in MetLife’s compensation design continues to align its executives and other senior management with the creation of shareholder value.
MetLife’s Compensation Committee continued to link pay and performance
Key highlights of performance the Compensation Committee considered in making Total Compensation decisions for the Named Executive Officers, and how it aligned those decisions with performance, are described in Highlights of Executive Performance and Compensation and Aspects of Individual Performance. 57
Overview of Compensation Program MetLife uses a competitive Total 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. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other Executive Officers for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Officer The Committee’s Total Compensation The Committee allocates a greater portion of the Executive Officers’ Total Compensation to variable components that depend on performance or the value of Shares greater portion of the Executive 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 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 Officer’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. 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 Officers in the United States are similar to those provided to other U.S.-based officer-level employees. None of the Executive Officers based in the United States is a party to any agreement with the Company that governs the executive’s employment. 58
MetLife remains committed to meeting its Next Horizon goals: CoreAdjusted ROE of 12-14%, CoreFree Flow Cash Ratio of 65-75%, and CoreDirect Expense Ratio below 12.3%. See Next Horizon Strategy in the Proxy Summary for details. MetLife faced year. MetLife reacted to these challenges with resilience and consistent execution,
Our investment returns performed exceptionally well in an otherwise challenging environment.
The following presentation reflects the Compensation Committee’s and Board’s review of the  59
60
2021 Business Plan Versus 2020 Core Performance Due to the sale of MetLife Property & Casualty, the 2021 Business Plan did not include Adjusted Earnings related to this business. The 2021 Business Plan included estimated COVID-19 impacts, primarily in the first half of 2021. 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. MetLife set CoreAdjusted ROE and CoreAdjusted EPS targets for 2021 of 10.9% and $6.12, respectively. The 10.9% CoreAdjusted ROE was lower than our 12% - 14% guidance due to the sale of our Property & Casualty business and due to the negative impact from COVID-19 claims. The CoreDirect Expense Ratio was set at 12.3% consistent with our guidance. 2021 Core Performance Versus 2021 Business Plan The Company’s 2021 performance exceeded most of its CoreBusiness Plan goals. 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. COVID-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 Delta and Omicron variants were the primary reasons. For The Named Executive Officers in this Proxy Statement are: Executive Vice President, Global Technology & Operations Bill Pappas; and Compensation for Under the leadership of Mr. Khalaf and the Executive Officers, the Company delivered strong financial performance for The vast majority of Mr. Khalaf’s and the other Named Executive Officers’ Total Compensation was variable and depended on performance. 61
To ensure that these compensation decisions continue to align with performance, the Committee awarded 70% of Executive 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. The ultimate value of the Executive Officers’ LTI in Restricted Stock Units and Stock Options is also
The following table presents a holistic view of the The
For more information, see Aspects of Individual Performance. 62
The Compensation Committee endorsed the Executive Officers’ base salary and AVIP awards for The AVIP awards for the Named Executive Officers for The amounts in the compensation pie charts below reflect the base salary earned in Some of the performance measures 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. 63
Michel A. Khalaf, President and Chief Executive Officer In 2021 Mr. Khalaf 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 Reinforced commitment to 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. Simplify Differentiate 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. Attracted diverse talent to drive execution. 64
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 Focused on external stakeholder engagement.
Compensation: The Committee endorsed   65
John D. McCallion, Executive Vice President and Chief Financial Officer In With Mr.
Mr. McCallion also: Effectively managed the Directed the
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 Drove progress towards achieving vendor greenhouse gas reduction targets, securing commitments from multiple MetLife Compensation: Mr. Khalaf recommended, and the Committee endorsed,  
66 
Steven J. Goulart, Executive Vice President and Chief Investment Officer With Mr. Goulart’s In an environment of
MIM exceeded Plan production for private securities, residential loansand 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 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,  67
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.  68
Ramy Tadros, President, U.S. Business Mr. Tadros Under Mr. Tadros’ leadership:
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. Compensation Mr. Khalaf recommended, and the Committee endorsed,  69
70
In Because the 2021 vote was advisory, the result was not binding on the Compensation Committee. However, the Committee The Company has also discussed the vote, along with aspects of its executive compensation, business strategy, With regard to executive compensation, in recent years shareholders generally: 71
The primary components of the Company’s regular executive compensation and benefits program play various strategic roles:
72
In determining executive compensation for performance year A description of the process for determining Total Compensation follows. Determining CEO Compensation Early in The Committee assessed Mr. Khalaf’s Determining Compensation of Other Executive Officers Early in In early The Executive Vice President and Chief Human Resources Officer of the Company (the Other than as described above, no Executive Officer played a role in determining the compensation of any of the other Executive Officers. No Executive Officer 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 Officer, the Chief Accounting Officer, or Non-Management Directors of the Company. 73
The base salaries earned by the Named Executive Officers in None of MetLife’s Executive Officers received a base salary increase during the Committee’s annual review process in early 2021. MetLife focused its limited salary increase budget in the U.S. and most other markets on employees below the Assistant Vice President level. AVIP Performance Funding Each year, the Committee endorses the maximum aggregate funding available for AVIP awards for administrative (non-sales) employees around the world, approximately Consistent with past practice, this approach uses an AVIPPerformance Funding Level, Company’s The Committee uses Adjusted Earnings as a key metric because doing so aligns compensation with bottom-line performance that generates shareholder value over time. UsingAdjusted 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 calculates Adjusted EarningsforAVIP by eliminating the impact (if any) of variable investment income (VII) on an after-tax basis that was higher or lower than the Business Plan goal by 10% or more. 74
The Compensation Committee used the same methodology for   See Appendix A for further details. The Committee’s approach avoids providing incentives for employees to take excessive risk:
The Adjusted Earnings 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 tax items, partially offset by the unfavorable impact of the annual actuarial assumption review. For purposes of determining 2021
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COVID-19. 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 vaccines 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., 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. 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, focusing on the impact 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 AVIP participants around the world during this Without adjusting for COVID-19, the 2021 AVIP funding performance factor would have been 84.8% (versus 126.8%). The Committee believed this formulaic result to However, while the Committee The final AVIP Individual Annual Incentive Awards The Committee endorsed the Executive Officers’
Stock-Based Long-Term Incentives (LTI) For information about the specific grants of LTI to the Named Executive Officers in 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. 76
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. 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 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 number of Shares The Compensation Committee has established performance metrics for Performance Share awards using:
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, to directly link to the Company’s Business Plan, and one relative measure, 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%. 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
The Board has 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. 77
For the TSR component of the performance factor, the 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   See Appendix A for further details. 78
The following charts show the metrics   The Committee established Adjusted ROE performance goals for the 79
In measuring performance for this period, as required under the terms of the Performance Share Tax matters: 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 Earnings and the corresponding average equity impact. Sale of Property & Casualty business: The Event, resulting in a $335 million increase to Adjusted Earnings and corresponding decrease in average equity to adjust for the gain on the sale of the MetLife Property & Casualty business. Change in common share issuances or repurchases (average equity only): Over the three-year period, share repurchases were impacted most significantly in 2020 as the Company stopped repurchasing shares for several quarters due to the 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 pandemic met the criteria of a Significant Event, resulting in a $1.5 billion increase to Adjusted Earnings and corresponding average equity impact. Without these Significant Event adjustments for Adjusted ROE Performance Factor under the 2019-2021 period would have been higher: 156.3% versus 141.3%. 80
Value Realized From Performance Shares/Units Vested in This table shows how the performance factor and change in Share value affected the value that award holders realized from
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 Outstanding Performance Shares continue to vest, subject to the same 81
Phantom Stock-Based Awards The Company grants cash-settled stock-based awards 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), will retain their awards following the end of their employment, unless discharged for cause, and subject to the below restrictive covenants. Restrictive Covenants In order to protect the Company, MetLife’s LTI provides that Executive Officers 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. 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 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. eligible compensation did not apply. It provides no additional or special benefits for Executive Officers. The same compensation formulas were used for benefits accrued in both plans in Pension Plans Applicable to Mr. Khalaf Mr. Khalaf is a legacy participant in the Deferred Compensation Plan for Globally Mobile Employees (the Global 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 Officer 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), a tax-qualified defined contribution plan that includes pre-tax Employer matching contributions for the Named Executive Officers are included in the “All Other Compensation” column of the Summary Compensation Table. Because the 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 . 82
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 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 Officers limited perquisites in For recordkeeping and administrative convenience, 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 Executive Officers, their family members, and their 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. Each of these Executive Officers 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 for Severance Pay and Related Benefits The following describes the Company’s standard severance 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 Officer 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
Change-in-Control Arrangements The Company has adopted arrangements The Company established the MetLife Executive Severance Plan (the Executive Severance 83
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 Officer 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 The Company’s LTI also includes change-in-control For additional information about change-in-control arrangements, including the Company’s definition of change-in-control for these purposes, see Potential Payments upon Termination or Change-in-Control. 84
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 Comparator 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 Officer’s Total Compensation for 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 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 Officers’ Total Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation. For 85
  MetLife is excluded from the Comparator Group when determining its percentile. See Appendix A for further details. 86
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.  87
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.
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The Share ownership of the Named Executive Officers was, as of March 15,
The Company sets Share ownership requirements by level of executive responsibilities, and increases those requirements immediately upon the executive assuming additional responsibilities. An executive must retain all net Shares acquired from compensation awards to achieve and maintain ownership at or above the 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 89
The Compensation Committee grants LTI to Executive Officers 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 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. Section 162(m) of the U.S. Tax Code limits the deductibility of certain compensation paid to certain executives. The to be in the interests of the Company.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. MetLife records Phantom Awards, which are settled in cash, as liabilities. It re-measures the liability and corresponding expense quarterly. 90
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The amounts reported in the table above for In addition, the amounts in the Total column do not represent Amounts in the Summary Compensation Table are further discussed in the following. Salary The amount reported in the Salary column is the amount of base salary earned by each Named Executive Officer in that year. For the relationship of each Named Executive Officer’s Bonus See the footnotes to the Summary Compensation Table. Stock Awards Performance Shares.The Company granted Performance Shares to Named Executive Officers in 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 after the end of the three-year performance period from January 1, The number of Shares the Company delivers at the end of the performance period is calculated by multiplying the number of Performance Shares by a performance factor (from 0% to 175%). The performance factor is determined based on the Company’s Adjusted ROEcompared to its three-year For a further discussion of the performance goals applicable to the Performance Share awards in Restricted Stock Units.The Company granted Restricted Stock Units to Named Executive Officers in For a discussion of the 92
Method for Determining Amounts Reported.The amounts reported in this column for Stock Awards were calculated by multiplying the number of Shares (or phantom equivalents) by their respective grant date fair value: $41.89 for February 25, 2020 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 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 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, because the same grant date fair value per share would be used but the total performance factor used would be 175%. For
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 Option Awards The Company granted Stock Option awards in For a discussion of the 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: $9.02 for February 25, 2020 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. 93
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 Non-Equity Incentive Plan Compensation The amounts reported in the Non-Equity Incentive Plan Compensation column for each Named Executive Officer are Amounts reported in this column for 2020 and 2019 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 The Named Executive Officers participate in the same U.S.-based pension program as 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 and the Global For a description of pension benefits, including the formula for determining benefits, see Pension Benefits. None of the Named Executive Officers’ earnings on their nonqualified deferred compensation in 2021, 2020, 94
The amounts reported in this column for
Employer 401(k) Program Contributions. U.S. based eligible employees may make contributions to the 401(k) Plan, which is tax-qualified under the U.S. Tax Code. Employer matching contributions were also made to the 401(k) Plan in Perquisites and Other Personal 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 aggregate incremental costs of $29,355 for Mr. Khalaf'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. Costs paid to a vendor to make personal travel reservations for the Named Executive Officers or their family members are also included. Tax Preparation.MetLife provided professional tax return preparation services to Mr. McCallion and Mr. Khalaf, the latter at an incremental cost of 95
Equity Incentive Plan Awards The amounts in these columns reflect a range of Shares the Company may deliver to settle Performance Shares granted to each Named Executive Officer in All Other Stock Awards The amounts in this column reflect the potential number of Shares the Company may deliver to settle Restricted Stock Units granted to each Named Executive Officer in 2021. 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, 96
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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
The table above presents information about: The awards reported in this table include awards granted in 98
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 Option (or phantom equivalents) less the exercise price. Stock Awards These amounts include Shares the Company delivered for Restricted Stock Units (or phantom equivalents) that vested in These amounts also include Shares deliverable for Performance Shares (or phantom equivalents) for the Each Named Executive Officer who had a Performance Share award for the 99
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U.S.-Based Pension Program Each of the Named Executive Officers Pension Plans. Pension benefits are paid under two separate plans, primarily due to U.S. Tax 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. Tax Code imposes annual limitations on eligible compensation and on the amounts that can be paid under the Retirement Plan. The purpose of the Auxiliary 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 Plan are calculated in substantially the same manner as they are under the Retirement Plan. The Auxiliary 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 a formula based on monthly credits (the Account Under the Account Formula, an eligible employee’s account is credited each month with an amount equal to Once the employee’s eligible compensation exceeds the IRS annual limitation on eligible compensation, monthly credits continue in the Auxiliary Plan. Form and Timing of Payment of Benefits. An employee may choose to receive vested 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 Plan that are determined by the Account Formula are paid in a lump sum at termination of employment or death, subject to any elections and other terms described under “Section 409A Requirements” below. Section 409A Present Value Calculation Assumptions. The present value of each eligible Named Executive Officer participant’s accumulated pension benefits is equal to his Account Formula balance at December 31, Retirement Eligibility.Account Formula participants qualify to be paid their full vested benefit when their employment ends. Because 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 While attaining Retirement Eligibility does not affect 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 (the Leadership Of the Named Executive Officers, only Mr. Goulart was Retirement Eligible by year-end
Mr. Khalaf’s Legacy Pension Benefits Mr. Khalaf did not accrue any benefits for his compensation and service in 101
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 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 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 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:
Mr. Khalaf was eligible for early retirement benefits under the Overseas Plan in Global Plan.The purpose of the Global Plan is to provide benefits determined using the same
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. 102
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 103
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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 (the Leadership 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 meets the requirements for age and service and has a final separation agreement under a particular severance plan, making the employee eligible for post-retirement medical benefits despite not being Retirement Eligible 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. Tax Code Section 1274(d) at the time that rate is set. The MetLife Deferred Shares Fund is available exclusively for compensation payable in Deferred Shares. Its returns reflect changes in the value of Shares plus the value of imputed reinvested dividends. The following table reflects the simulated investment returns for
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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
The employee’s eligible compensation under the 401(k) Plan includes base salary and eligible annual incentive awards. Match Plan The U.S. If the employee makes no election otherwise, Match Planbalances are paid in a lump sum one year after termination of employment. Employees can elect to receive their 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 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 Match Plan accounts. These simulated investments were identical to the core funds offered under the 401(k) Plan in Employees may change the simulated investments for their existing Match Plan accounts up to four times a month. The Company charges employees fees for moving existing balances out of certain international simulated investments prior to the expiration of pre-established holding periods. The following table reflects the simulated investment returns for
(0.35) 106
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 Officers. It is based on a hypothetical end of the Named Executive Officer’s employment on the last business day of
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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. A 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 after the conclusion of the performance period, and would have delivered Shares for the executive’s Restricted Stock 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 Named Executive Officer. Both he and Mr. 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 Any other Named Executive Officer who had resigned on the Trigger Date would nevertheless have received any 2018-2020 Performance Shares previously granted to him, because these awards vested on December 31, 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 a Named Executive Officer would have forfeited all other outstanding LTI. Death In the event that a 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 using Target Performance, and would have delivered Shares for the executive’s unvested Restricted Stock 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 Severance-Eligible Termination (No Change-in-Control) None of the 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 Named Executive Officers had been terminated for cause on the Trigger Date, the executive’s unvested Performance Shares 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 Had such a 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). Each executive would also have been entitled to outplacement services. If such a 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 108
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 Named Executive Officers had the requisite age and service to qualify for Bridge Eligibility as of the Trigger Date. A 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 a Named Executive Officer would have received Shares for his Such a Named Executive Officer would also have been offered a pro rata cash payment for any outstanding Restricted Stock 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 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 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 a Named Executive Officer’s terms and conditions of employment during the three-year period beginning with the Trigger Date 109
base pay no lower than the level paid before the change-in-control; In addition, if the Company had terminated a 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 a 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. Tax 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 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 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.
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 The determination of the total compensation of the median employee for calendar year The median employee’s 110
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The following persons have reported to the SEC beneficial ownership of more than five percent of the Shares:
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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 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 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 Delivery of the Proxy Statement and Annual Report to Shareholders 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. Participating in the Annual Meeting MetLife shareholders of record or their duly appointed proxies are entitled to participate in the Annual Meeting, submit questions, examine the list of shareholders, and vote their Shares electronically. Each shareholder may appoint only one representative to participate 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 Holders of Record.To participate in the Annual Meeting, shareholders must visit www.virtualshareholdermeeting.com/ Participants may access the Virtual Meeting Site beginning at 2:15 p.m., Eastern Time to log in prior to the start of the Annual Meeting at 2:30 p.m., Eastern Time. Question MetLife will make the Annual Meeting and Question Period Rules of Conduct The Company asks all shareholders to provide 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 114
Annual Meeting not otherwise answered, please contact the Company after the Annual Meeting by visiting Technical 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 applicable software and plugins. Each participant should ensure strong WiFi or other internet connection. Holders in 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 participate in the Annual Meeting. As part of your proxy materials provided by the shareholder of record, you will receive instructions on how to access the Virtual Meeting Site and participate in the Annual Meeting. You must follow those instructions to be able to participate in the Annual Meeting. Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting There were All holders of record of Shares at the close of business on the April 22, Your Vote is Important Whether or not you plan to participate 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 Your Shares Holders of Record.If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you may vote by: Instructions about these ways to vote appear on your Notice and 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 Holders in Street Name.If you are a beneficial owner whose Shares are held in street name and you wish to vote electronically at the virtual-only Annual Meeting, you must obtain a proxy from your bank, broker or other nominee and follow the instructions on how to access 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 Changing Your Vote or Revoking Your Proxy After it is Submitted Holders of Record.You may change your vote or revoke your proxy by:
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting; Holders in 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. 115
Voting of Shares Held 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 Required to Elect 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 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 Required to Approve Matters Other than the Election 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
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