DEF 14A 1 a2019metlifeproxy.htm DEF 14A Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
 
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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 25, 2019
Fellow Shareholders:
I am writing to you as MetLife’s Lead Director to share the Board’s perspective on MetLife’s performance in 2018.
I want to thank you for the confidence that you have placed in us. The Board recognizes that we are directly accountable to you, our shareholders, for our oversight of the Company’s performance, strategy, leadership and risk management. Your feedback and perspective are valuable to us as we conduct this oversight. We appreciate your continued engagement with us.
The Board was pleased that the Company’s 2018 financial results demonstrated that its strategy is working. MetLife achieved a Core Free Cash Flow ratio that enabled the Company to return a MetLife record $5.7 billion to shareholders through share repurchases and common stock dividends. The Company made additional progress toward its target of $800 million in expense margin improvement by 2020. The Board continues to believe that the Company’s strategy of growing responsibly in businesses with high internal rates of return, low capital intensity, and strong cash generation is a compelling path to long-term value creation.
The Directors take seriously our role in holding management accountable for consistent execution. In 2018, the Board oversaw remediation of the material weaknesses associated with the U.S. group annuity business and the run-off Japan variable annuity business in the MetLife Holdings segment. Just as important to the Board, MetLife strengthened its practices and procedures to deliver better service to its customers.
The Company also formed a new sustainability function in 2018 to ensure a strategic, coordinated approach in this important area. This function will provide periodic updates to the Board on the Company’s sustainability strategy and efforts, and environmental and social issues management and reporting. MetLife has a long-standing commitment to investing for the long-term benefit of all of its stakeholders, and making its commitment public. At the same time, we have noted the growing interest among investors in how companies report their performance on environmental, social and governance (ESG) issues. The creation of this sustainability function is consistent with this developing investor focus and a desire for better reporting among current and potential shareholders.
MetLife and its shareholders benefit from a diverse and independent set of Directors. As a Board, we remain committed to maintaining a diversity of perspectives and voices. Using a matrix of the relevant skills and experiences that evolve as the Company’s business and strategy evolve, we continue to recruit highly-capable new Directors who are equipped with the right skills and experiences to oversee the success of the business and effectively represent shareholder interests. We were pleased to have Diana McKenzie, chief information officer for Workday, Inc. through April 30, 2019, join the Board in November. Diana is a technology leader and innovator who brings digital and cyber security knowledge to the Board at a critical time in MetLife’s efforts to build out its digital capabilities.
We also continue to refine our corporate governance practices to address the Company’s needs and shareholder perspectives. The Board continues to believe, as we have discussed with shareholders previously, that it is important for any Board to be unconstrained in electing the Director best suited to the Chairman role at the time - whether an executive or independent. In keeping with this philosophy, in January 2019 the Board determined, after careful consideration, that following the retirement of the current Chairman and Chief Executive Officer (CEO) it would be appropriate to elect a non-executive Chairman to lead the Board while the new CEO leads the management team. On May 1, 2019, I will transition



from independent Lead Director to MetLife’s non-executive Chairman. I am both excited about, and honored by, the opportunity to help oversee this great Company.
In one of my last acts as Lead Director, I would like to recognize Steve Kandarian for the many contributions he has made to the Company and welcome Michel A. Khalaf to the CEO role.
Steve had multiple regulatory, macroeconomic and operational issues to resolve during his tenure as Chairman, President and CEO. In each case, he took bold action that set the Company on the right course for profitable growth. As Steve himself put it, MetLife’s strong results in 2018 were but a down payment to the Company’s patient investors.
Future payments will be the responsibility of Michel A. Khalaf, and the Board and I look forward to working with him. Michel has a proven track record of meeting and beating ambitious plans, and was the Board’s unanimous selection following a rigorous CEO search process. As the financial services landscape continues to evolve, we are confident that Michel is the right executive to strengthen MetLife’s customer focus, drive innovation, and create long-term shareholder value.
Thank you for your continued engagement with, and confidence in, the Board and MetLife.
Sincerely,
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R. Glenn Hubbard
Lead Director
MetLife, Inc.




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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
   Place:
   200 Park Avenue
   New York, New York
   10166
 
   Date:
   June 18, 2019
 
   Time:
   2:30 p.m., Eastern Time
 
   Record Date:
   April 22, 2019
 
  ITEMS OF BUSINESS:
1. The election of 12 Directors named in the Proxy Statement, each for a one-year term;
2. The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independent auditor for 2019;
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, 2019 will be entitled to vote at the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
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Jeannette N. Pina
Vice President and Secretary
New York, New York
April 25, 2019

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 18, 2019:
The accompanying Proxy Statement, the MetLife, Inc. 2018 Annual Report to Shareholders, the Chairman’s Letter, and directions to the location of the 2019 annual meeting of shareholders are available at http://investor.metlife.com by selecting the appropriate link under either “Financials” or "Quick Links."

.


Proxy Statement Introduction / Table of Contents

PROXY STATEMENT
This Proxy Statement contains information about the 2019 annual meeting of shareholders (Annual Meeting) of MetLife, Inc. (including its corporate affiliates, where applicable, MetLife or the Company). We are providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors (the Board). We are sending certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice) on or about April 25, 2019. The Notice includes instructions on how to access our Proxy Statement, 2018 Annual Report to Shareholders, and Chairman’s Letter 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 25, 2019. See “Accessing your proxy materials” in "Information About the Annual Meeting, Proxy Voting, and Other Information" for additional information.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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2019 Proxy Statement
i




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2019 Proxy Statement
ii



A NOTE ABOUT NON-GAAP MEASURES
In this Proxy Statement, MetLife presents certain measures of its performance that are not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). Non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in millions, except per share data and as otherwise indicated)
 
 
2016
 
 
2017
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to MetLife, Inc.’s common shareholders
 
 
$
747

 
 
$
3,907

 
 
$
4,982

 
 
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share
 
 
 
 
 
$
3.62

 
 
$
4.91

 
 
Return on MetLife, Inc.’s common stockholder equity
 
 
 
 
 
6.3
%
 
 
9.6
%
 
 
Book value per common share
 
 
 
 
 
$
54.24

 
 
$
51.53

 
 
Expense ratio
 
 
 
 
 
21.7
%
 
 
18.9
%
 
 
MetLife, Inc. (parent company only) net cash provided by operating activities ($ in billions)
 
 
$
3.7

 
 
$
6.5

 
 
$
5.5

 
 
 
 
 
 
 
 
 
 
 
 
 
This Proxy Statement refers to Core financial measures, including:
Core Adjusted Earnings;
Core Adjusted Earnings Per Share (or Core Adjusted EPS);
Core Adjusted Return on Equity (or Core Adjusted ROE);
Core Adjusted Expense Ratio;
Core Direct Expense Ratio; and
Core Free Cash Flow.
Core financial measures (except Core Free Cash Flow) are based on Adjusted measures. All Core financial measures, including Core Free Cash Flow, are modified for Notable Items.
 
Notable Items reflect the unexpected impact of events that affect the Company’s results, but that were unknown and that the Company could not anticipate when it devised its Business Plan. Notable Items also include certain items, regardless of the extent anticipated in the Business Plan, to help investors have a better understanding of Company results and to evaluate and forecast those results. In 2018, Notable Items identified in the Company’s Quarterly Financial Supplements are: (1) actuarial assumption review and other insurance adjustments; (2) litigation reserves & settlement costs; (3) expense initiative costs; (4) other expense-related items; and (5) tax adjustments. In 2017, Notable Items also included variable investment income as well as catastrophe experience and prior year development, net. Notable Items represent a positive or negative impact to adjusted earnings available to common shareholders.

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2019 Proxy Statement
iii


All 2017 Core financial measures have also been modified for Brighthouse Financial results. MetLife separated Brighthouse Financial during 2017 (the Separation or Brighthouse Financial Separation).
Core Adjusted Return on Equity for 2017 has also been modified for:
MetLife’s net equity of assets and liabilities of disposed subsidiary, as well as MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end; and
Separation-related items (e.g., transaction costs).
Core Free Cash Flow has also been modified for Separation-related items (e.g., transaction costs).
Core Adjusted ROE excludes accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA).
 
Core Direct Expense Ratio also excludes pension risk transfers (PRTs).
Book Value Per Share excludes AOCI other than FCTA. Book Value Per Share is not presented in Core form.
MetLife’s Business Plan (Business Plan) measures are on a Core basis, except:
Business Plan goals for the purposes of the MetLife Annual Variable Incentive Plan (AVIP) for 2018 were based on Adjusted Earnings, but not modified for Notable Items or other Core modifications; and
2016-2018 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings excluding historical Brighthouse Financial results, MetLife’s equity investment in Brighthouse Financial from the Separation through year-end 2017 and Separation-related items, but not modified for Notable Items.
See Appendix B for further information.

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2019 Proxy Statement
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Proxy Summary

PROXY SUMMARY
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, 2019
 
 
 
 
Voting
 
 
Shareholders as of the record date are entitled to vote. Each share of MetLife common stock (a Share) 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 in person 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. Participants in the MetLife 401(k) Plan should refer to voting instructions in "Information About the Annual Meeting, Proxy Voting, and Other Information."
 
 
 
 
 
 
 
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Internet
 
 
Telephone
 
 
Mail
www.proxyvote.com no later than
11:59 p.m., Eastern Time, June 17, 2019.
 
 
1-800-690-6903 until 11:59 p.m.,
Eastern Time, June 17, 2019.
 
 
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 12 Directors named in this Proxy Statement to one-year terms
 
FOR each nominee
 
Majority of Shares voted
 
 
Ratification of appointment of Deloitte & Touche LLP
as MetLife’s independent auditor for 2019
 
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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2019 Proxy Statement
1




Proxy Summary

Company Strategy
The Company has taken, and continues to take, numerous actions to maximize shareholder value.
Enterprise Strategy
MetLife’s strategy prioritizes businesses with strong risk-adjusted internal rates of return, lower capital intensity, and a higher ratio of Free Cash Flow to Adjusted Earnings.
a49strategy1.jpg
 
Optimize value and risk
 
Focus on in-force and new business opportunities using Accelerating Value analysis
Optimize cash and value
Balance risk across MetLife
 
Drive operational excellence
 
Become a more efficient, high performance organization
Focus on the customer with a disciplined approach to unit cost improvement
 
 
Deliver the right solutions for the right customers
 
Use customer insights to deliver differentiated value propositions - products, services and experiences to win the right customers and earn their loyalty
 
Strengthen distribution advantage
 
Transform our distribution channels to drive productivity and efficiency through digital enablement, improved customer persistency and deeper customer relationships  
“One MetLife,” “Digital,” and “Simplified” are the key enablers of our strategy

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2019 Proxy Statement
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Proxy Summary

Company Initiatives
The Board remains supportive of the Company’s strategy and its ability to drive shareholder value, while holding management accountable for consistent execution.
 
 
Operational Excellence

 

 
 
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Maintained strict capital budgeting to drive profitable growth.
 
 
 
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Continued to make progress toward achieving our target of $800 million in expense margin improvement by 2020, and have improved the Core Direct Expense ratio by 140 basis points from 2015, the year before MetLife’s unit cost initiative began.
 
 
 
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Continued the Company’s digital transformation by building out core technology and developing new digital platforms.
 
 
 
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Successfully remediated material weaknesses in internal control over financial reporting.
 
 
 
 
 
Returning Capital to Shareholders

 
 
 
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Returned a MetLife record of approximately $5.7 billion in 2018, surpassing goal to return almost $5 billion. Established new common stock repurchase authorizations of $3.5 billion.
 
 
 
 
 
Systemically Important Financial Institution (SIFI) Designation Court Victory
 
 
 
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The U.S. government dropped its appeal of MetLife’s U.S. District Court victory rescinding the Company’s designation as a SIFI. Maintained level competitive playing field with rest of industry.
    


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2019 Proxy Statement
3



Proxy Summary

Executive Pay for Performance
The Company maintained its pay for performance practices in 2018. The vast majority of the Named Executive Officers’ Total Compensation for 2018 performance was variable and depended on performance. In addition, the Compensation Committee allocated a greater portion of variable compensation to stock-based long-term incentives (LTI) than to annual cash incentives.
MetLife’s Compensation Committee's decisions reflected the Company's performance by:
ü
considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2018.
ü
approving funding for MetLife Annual Variable Incentive Plan (AVIP) at 115.7%, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
ü
approving the issuance of 2016-2018 Performance Shares at 87.7%, which was a higher performance factor than for the prior period (2015-2017) largely from improvement in relative Total Shareholder Return (TSR).
ü
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value (formerly 50% in 2017) to further enhance executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
MetLife’s Compensation Programs:
ü
provide the largest portion of executives’ Total Compensation in variable, performance-dependent awards.
ü
align executives’ interests with shareholders’ through Share-based awards and Share ownership requirements.
ü
incorporate sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.
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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2019 Proxy Statement
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Proxy Summary

Executive Compensation Practices with Strong Corporate Governance Features, including:
 
 
 
 
 
 
Compensation Promotes MetLife’s Success
 
Safeguards to Protect Shareholder Interests
 
 
ü Vast majority of compensation is performance-based
ü 3-year vesting period for LTI, with Performance Shares based on both internal goals and relative performance 
ü Share ownership requirements 
ü Incentive award total funding determined by business performance and individual awards driven by individual contributions 
ü Incentives promote prudent risk-taking (no formulaic awards; key performance indicator excludes net investment gains/losses, net derivative gains/losses, and variable investment income +/-10% from goal; use multi-year performance to determine the payout value of LTI) 
ü Performance-based compensation recoupment (clawback) policy 
 
No supplemental retirement plan for Executive Group 
No excessive perquisites 
No repricing/replacing stock options unless shareholder approved 
No “single trigger” change-in-control severance pay or vesting of LTI awards without the opportunity to substitute with alternative deferred awards 
No change-in-control severance beyond 2x average salary and annual cash incentive pay
No excise tax payment/gross-up for change-in-control payments, or tax gross-up for any perquisites or benefits (except certain relocation/other transitionary arrangements) 
No pledging, hedging, short sales, or trading in puts/calls 
No employment contracts with U.S.-based Executive Group 
 
 
 
 
 
 

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2019 Proxy Statement
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Proxy Summary

Shareholder Engagement

In 2018, in addition to the ongoing outreach of the Company’s Investor Relations team, CEO and Chief Financial Officer (CFO), MetLife continued its annual governance-focused shareholder engagement process conducted by the Corporate Secretary, involving other executives and members of the Board of Directors where appropriate. The Company invited holders of approximately 37% of outstanding shares into the process to share their views on issues important to them. A number of those contacted indicated that while they appreciated the Company’s outreach and valued the opportunity to engage, many declined, stating they had no concerns which merited engagement. They also did not express concerns about the Company’s executive compensation.

Consistent with that feedback, every director received shareholder support of at least 97.3% of votes cast at the Company's 2018 Annual Meeting, and the advisory vote on the Company's executive compensation program “Say-on-Pay” received support from 96.9% of votes cast.

Also at the Company's 2018 Annual Meeting, 69.8% of votes cast for or against voted, in line with the Board’s recommendation, against a shareholder proposal to separate the roles of Chairman of the Board (Chairman) and CEO. The Board’s recommendation was based on both its belief that the then-current structure was the most appropriate for the Company at that point in its lifecycle and its conviction that any future Board, which would always have a responsibility to select the most appropriate director as its Chairman, should not be artificially constrained in executing that responsibility. In January 2019 the Company announced its then-current Chairman, President and CEO would retire effective April 30, 2019. Consistent with its responsibility to shareholders to select the director best suited to lead the Board at that point in time, the Board elected an independent director to serve as its next Chairman effective upon the current Chairman’s retirement.

The Company continues to believe shareholder input is an important part of good governance practice and enriches Board discussion. MetLife looks forward to continuing to engage with its shareholders, formally and informally, on issues important to them.

Corporate Responsibility
Our notable achievements during the year included:
We paid approximately $48 billion in claims and benefits to policyholders, demonstrating the vital role we play in the social safety net.
We committed $7 billion to Responsible Investments around the world on behalf of MetLife and its institutional investor clients. These are included as part of Total Assets Under Management in the impact and affordable housing investments, green investments, infrastructure Investments, and municipal bonds categories.
MetLife Foundation fulfilled its five-year commitment to provide $200 million in grants to improve financial inclusion worldwide, and is expanding its focus to financial health.
We were named to the Dow Jones Sustainability Index (North America) for the third year in a row.
We were named among America's 100 Most JUST Companies by JUST Capital and Forbes for the first time. The list recognizes high-performing U.S. companies on the issues that Americans define as priorities for good corporate behavior.
We received a grade of “A minus” from CDP (formerly the Carbon Disclosure Project) for reporting and management of climate issues, placing MetLife in the top quartile “Leadership” category.
We announced a $10 million Workforce of the Future Development Fund to deliver learning programs to our employees focused on digital skills, innovation and collaboration.
We created a new sustainability function to bring a strategic and coordinated approach to the Company’s efforts, and appointed a Chief Sustainability Officer to lead that function and report periodically to the Board.


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2019 Proxy Statement
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Proxy Summary

Best Practices in Corporate Governance
The Company has a proven track record of implementing best practices in corporate governance.

Governance Best Practices
 

Robust Shareholder Rights
Independent Lead Director through April 30, 2019

Independent Chairman of the Board, effective May 1, 2019

Independent Board Committees
 
Frequent Board executive sessions
 
Comprehensive annual Board and
Committee assessment process
 
Publicly disclosed political contributions
 
Committee Chair rotation

Robust shareholder engagement program
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Annual election of all Directors

Shareholder right to call special meeting

Shareholder proxy access

Majority vote standard for Director elections

No "poison pill"
 
 
 
 

Sound Policies
 
Share ownership requirements for executives and Directors
 
Policy prohibiting hedging or pledging Company securities
 
Performance-based compensation recoupment policy

 
 
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:
ü
Audit: legal and regulatory compliance and internal controls;
ü
Governance and Corporate Responsibility: ethics, compliance programs and sales practices;
ü
Investment: investment portfolio risks; and
ü
Compensation: compensation plan risks (e.g., avoiding incentives to take excessive risk).

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2019 Proxy Statement
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Director Nominees’ Independence, Diversity, Tenure and Experience
The Company has nominated highly qualified, independent leaders to serve on its Board of Directors.

 
 
 
 
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2019 Proxy Statement
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Proxy Summary

 
metlifedivoftenure.jpg
 
 
 
For a more detailed description of the above skills and experiences, see “Board Composition and Refreshment.”


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2019 Proxy Statement
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Proxy Summary

The following table provides summary information about each Director nominee. The designations below will be effective June 18, 2019, immediately following the Annual Meeting, provided that each Director is re-elected.chart1v5.jpg







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2019 Proxy Statement
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Proxy Summary

    
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2019 Proxy Statement
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PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 2020 ANNUAL MEETING OF SHAREHOLDERS
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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, initiative, and efforts 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 in their management of the Company’s business.
The Board of Directors currently has 12 members. One current member, Steven A. Kandarian, will not seek re-election at the Annual Meeting as he will retire as Chairman of the Board, President and Chief Executive Officer April 30, 2019.
Each Director nominee, other than Michel A. Khalaf, who will become a Director May 1, 2019, 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 the 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, other than Michel A. Khalaf, who will become a Director May 1, 2019, is also currently serving as a director of Metropolitan Life Insurance Company (MLIC), 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 MLIC is not publicly traded.

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2019 Proxy Statement
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Board Composition and Refreshment
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 (Governance 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 as the Company’s business and strategy shift. 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 generation and technology-driven issues, and the 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
While the Company does not have a formal Board diversity policy, the Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds and cognitive diversity. 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.
 
In November 2018, the Company welcomed Diana McKenzie to its Board. As described in her biography in "Director Nominees," Ms. McKenzie is the Chief Information Officer of Workday, Inc. through April 30, 2019, and brings extensive digital, technology and cybersecurity expertise to the Board. In the last five years, the Company has refreshed approximately half of its Board.
 
Six new directors
since 2014
 
 
 
 
 
 

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2019 Proxy Statement
13


Corporate Governance

Director Nominees
 
 
 
 
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Cheryl W. Grisé
age 66, Former Executive Vice President, Northeast Utilities
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Northeast Utilities, a public utility holding company engaged in the distribution of electricity and natural gas (1980 – 2007)
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, Secretary and General Counsel (1998 – 2001)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Trustee Emeritus, University of Connecticut Foundation
Senior Fellow, American Leadership Forum

Other public company directorships: PulteGroup, Inc.; ICF International

Prior public company directorships (past five years): Pall Corporation
a2018metlifeproxyfin_image24.jpgEducation:
B.A., University of North Carolina at Chapel Hill
J.D., Thomas Jefferson School of Law
Executive Management Program, Yale University School of Organization and Management

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2019 Proxy Statement
14


Corporate Governance


 
 
 
 
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Carlos M. Gutierrez
age 65, Co-Chair, The Albright Stonebridge Group
 

Director since 2013
As Chairman and Chief Executive Officer of Kellogg, 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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
The Albright Stonebridge Group, a consulting firm (April 2013 – Present)
Co-Chair (February 2014 – Present)
Vice Chair (April 2013 – February 2014)
Vice Chairman, Institutional Client Group, Citigroup Inc., a financial services corporation (January 2011 – February 2013)
Chairman and Founding Consultant of Global Political Strategies, a division of APCO Worldwide, Inc., a consulting firm (2010 – 2011)
Secretary of Commerce of the United States (February 2005 – January 2009)
Kellogg Company, a manufacturer of packaged food products (1975 – 2005)
Chairman and Chief Executive Officer (2000 – 2005)
Chief Executive Officer (1999 – 2000)
President and Chief Operating Officer (1998 – 1999)
 
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Chairman, National Foreign Trade Council
Chairman, Board of Trustees, Meridian International Center (through June 12, 2019)
Co-founder, TheDream.US
Member, Board of Directors of:
Viridis Learning, Inc.
PwC (United States)

Other public company directorships: Occidental Petroleum Corporation

• Prior public company directorships (past five years): Time Warner, Inc.
a2018metlifeproxyfin_image24.jpgEducation:
Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies

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2019 Proxy Statement
15


Corporate Governance

 
 
 
 
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Gerald L. Hassell
age 67, Former Chairman of the Board and Chief Executive Officer, The Bank of New York Mellon Corporation
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
BNY Mellon, a financial services corporation
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
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of :
Board of Visitors, Columbia University Medical Center
Board of Directors, Lincoln Center for the Performing Arts
Board of Trustees, Duke University
Board of Directors, Big Brothers and Big Sisters of New York City
Business Council
Economic Club of New York

Other public company directorships: Comcast Corporation

Prior public company directorships (past five years): BNY Mellon
a2018metlifeproxyfin_image24.jpgEducation:
B.A., Duke University
M.B.A., New York University Stern School of Business

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2019 Proxy Statement
16


Corporate Governance

 
 
 
 
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David L. Herzog
age 59, Former Chief Financial Officer and Executive Vice President, American International Group
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
American International Group (AIG), an insurance company (2000 – 2016)
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
Various executive positions, GenAmerica Corporation (1991 – 2000), including:
Chief Financial Officer (1999 – 2000)
President, GenAm Shared Services (1998 – 1999)
Controller, Family Guardian Life Insurance Company, later known as Citicorp Life Insurance Company (1987 – 1991)
Coopers & Lybrand, a predecessor firm of PricewaterhouseCoopers LLP (1982 – 1987)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:

Member, Board of Directors, PCCW Limited (Hong Kong)
Member of numerous professional and civic organizations, including:
Investment Advisory Committee, University of Missouri
Strategic Development Board, University of Missouri Business School
Former member of Federal Advisory Committee on Insurance

Other public company directorships: Ambac Financial Group, Inc.; DXC Technology Company

Prior public company directorships (past five years): AerCap Holdings N.V.
a2018metlifeproxyfin_image24.jpgEducation:
B.S., University of Missouri-Columbia
M.B.A., University of Chicago Booth School of Business

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2019 Proxy Statement
17


Corporate Governance

 
 
 
 
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R. Glenn Hubbard, Ph.D.
age 60, Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University
 

Lead Director through April 30, 2019
Independent Chairman of the Board, effective May 1, 2019
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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Columbia University
Dean, Graduate School of Business (2004 – June 30, 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)
Co-Chair, Committee on Capital Markets Regulation, an independent nonprofit research organization (2006 – Present)
Chairman, President’s Council of Economic Advisers, an agency within the Executive Office of the President of the United States (2001 – 2003)
Chairman of the Economic Policy Committee, Organization for Economic Cooperation and Development, an international economic and trade organization (2001 – 2003)
Deputy Assistant Secretary for Tax Policy, United States Department of the Treasury (1991 – 1993)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of numerous professional and civic organizations, including:
Economic Advisory Panel, Federal Reserve Bank of New York
Council on Foreign Relations
Advisory Board of the National Center on Addiction and Substance Abuse

Other public company directorships: Automatic Data Processing, Inc.; BlackRock Closed-End Funds

Prior public company directorships (past five years): KKR Financial Holdings LLC
a2018metlifeproxyfin_image24.jpgEducation:
B.A. and B.S., University of Central Florida
Ph.D. and A.M., Harvard University


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2019 Proxy Statement
18


Corporate Governance

 
 
 
 
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Edward J. Kelly, III
age 65, Former Chairman, Institutional Clients Group, Citigroup Inc.
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Citigroup Inc., a financial services corporation
Chairman, Institutional Clients Group (January 2011 – July 2014)
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 2008 – March 2008)
Managing Director, The Carlyle Group, an asset management firm (July 2007 – January 2008)
Executive and leadership positions at various organizations, including:
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)
Partner, Davis Polk & Wardwell LLP, a law firm (January 1988 – October 1994)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Trustee, Sweet Briar College
Member, Board of Directors, Focused Ultrasound Foundation, a non-profit entity
Lecturer, University of Virginia School of Law
Former Senior Advisor, Corsair Capital, a private equity firm

Other public company directorships: Citizens Financial Group

Prior public company directorships (past five years): CSX Corporation; XL Group Ltd
a2018metlifeproxyfin_image24.jpgEducation:
A.B., Princeton University
J.D., University of Virginia School of Law


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2019 Proxy Statement
19


Corporate Governance

 
 
 
 
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William E. Kennard
age 62, Former U.S. Ambassador to the European Union
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Co-Founder and Non-Executive Chairman, Velocitas Partners LLC, an asset management firm (November 2013 – Present)
Co-Founder, Astra Capital Management, a private equity firm (June 2016 – Present)
Member of Operating Executive Board, Staple Street Capital, a private equity firm (November 2013 – Present)
United States Ambassador to the European Union (December 2009 – August 2013)
Managing Director, The Carlyle Group, an asset management firm (May 2001 – December 2009)
United States Federal Communications Commission (December 1993 – January 2001)
Chairman (November 1997 – January 2001)
General Counsel (December 1993 – November 1997)
Partner, Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper), a law firm (April 1984 – December 1993)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of:
Board of Directors, Eagle Hill School
Board of Directors, International African American Museum
Trustee, Yale University
Advisory Board, Artificial Intelligence Foundation, Menlo Park, CA

Other public company directorships: Duke Energy Corporation; AT&T Inc.; Ford Motor Company
a2018metlifeproxyfin_image24.jpgEducation:
B.A., Phi Beta Kappa, Stanford University
J.D., Yale Law School

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2019 Proxy Statement
20


Corporate Governance

 
 
 
 
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Michel A. Khalaf
age 55, President and Chief Executive Officer, MetLife, Inc. (effective May 1, 2019)
 

Director since May 1, 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 Asia, EMEA 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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
MetLife, Inc.
President and Chief Executive Officer (Effective May 1, 2019)
President, U.S. Business and EMEA (July 2017 – April 2019)
President, EMEA (November 2011 – June 2017)
Member of MetLife’s Executive Group (since November 2011)
Executive Vice President, Middle East, Africa and South Asia (MEASA) Region (November 2010 – November 2011)
Alico / AIG
Regional President - MEASA Region, Alico (2008 – 2010)
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 (1994 – 1996)
Deputy General Manager, Alico Bahamas (1992 – 1994)
Regional Investment Manager, Alico Paris (1990 – 1992)
Mr. Khalaf began his career as an investment officer at Alico headquarters in Wilmington, Delaware

 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of:
Board of Directors and Executive Committee of the American Council of Life Insurers
Board of Directors, MetLife Foundation
Fellow of the Life Management Institute
a2018metlifeproxyfin_image24.jpgEducation:
B.S., Engineering, Syracuse University
M.B.A., Finance, Syracuse University


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2019 Proxy Statement
21


Corporate Governance

 
 
 
 
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James M. Kilts
age 71, Founding Partner, Centerview Capital
 

Director since 2005
As a private equity firm founding partner and as a senior executive of several major consumer product companies with global sales and operations, Mr. Kilts brings an in-depth understanding of the business challenges and opportunities of diversified global enterprises and the related financial, risk management, talent management, and shareholder value creation considerations. These experiences and knowledge enhance the Board’s ability to oversee MetLife management.
 
Primary
Qualifications
 
Executive Leadership
Global Literacy
Corporate Governance / Public Company Board
Consumer Insight / Analytics
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Founding Partner, Centerview Capital, a private equity firm (October 2006 – Present)
Vice Chairman, Board of Directors, The Procter & Gamble Company, a consumer products company (October 2005 – October 2006)
The Gillette Company, a consumer products company
Chairman of the Board (January 2001 – October 2005)
Chief Executive Officer (February 2001 – October 2005)
President (November 2003 – October 2005)
President and Chief Executive Officer, Nabisco Group Holdings Corp. and Nabisco Inc., manufacturer and marketer of packaged food products (January 1998 –December 2000)
Executive Vice President, Worldwide Food, Philip Morris, a manufacturer and marketer of packaged food products (1994 – 1997)
Various positions, Kraft, a manufacturer and marketer of packaged food products (1989 – 1994), including:
President, Kraft USA and Oscar Mayer
Senior Vice President, Strategy and Development
President, Kraft Limited in Canada
Senior Vice President, Kraft International
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of:
Board of Overseers, Weill Cornell Medicine
Board of Trustees, University of Chicago
Board of Directors, Cato Institute
Life Trustee, Knox College
Founder and Member, Steering Committee, Kilts Center for Marketing, University of Chicago Booth School of Business

Other public company directorships: Pfizer Inc.; Unifi, Inc.; Chairman of The Simply Good Foods Company

Prior public company directorships (past five years): MeadWestvaco Corporation; Nielsen Holdings plc; Conyers Park Acquisition Corp
a2018metlifeproxyfin_image24.jpgEducation:
B.A., Knox College
M.B.A., University of Chicago

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2019 Proxy Statement
22


Corporate Governance

 
 
 
 
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Catherine R. Kinney
age 67, Former President and Co-Chief Operating Officer, New York Stock Exchange, Inc.
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
NYSE Euronext, a provider of financial services including securities exchange and clearing operations
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, New York Stock Exchange, Inc. (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008)
Ms. Kinney joined the New York Stock Exchange 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)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:

Member of Economic Club of New York
Member of Finance and Investment Committees of Archdiocese of New York
Member of Board and the Investment and Regional Grant Committees of Mother Cabrini Health Foundation
Former Chair, Board of Trustees, Catholic Charities of the Archdiocese of New York

Other public company directorships: MSCI Inc.; QTS Realty Trust, Inc.; SolarWinds Corporation

Prior public company directorships (past five years): NetSuite, Inc.
a2018metlifeproxyfin_image24.jpgEducation:
B.A., magna cum laude, Iona College
Advanced Management Program, Harvard Graduate School of Business
Honorary Degrees: Georgetown University; Fordham University; Rosemont College

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2019 Proxy Statement
23


Corporate Governance

 
 
 
 
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Diana McKenzie
age 54, Chief Information Officer, Workday, Inc. through April 30, 2019
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:
Workday, Inc., a cloud based financial management and human capital management and planning software company
Chief Information Officer (February 2016 – April 2019)
• Amgen Inc., a biotechnology company
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)
• Eli Lilly and Company, a pharmaceutical company
Group Director, Lilly Research Laboratories, Product Development and Commercialization (January 2000 – February 2004)
Director, Global Information Technology Strategy, Planning and Architecture (August 1997 – December 1999)
Manager, Information Technology, Global Regulatory Affairs and Enterprise Document Management (March 1995 – July 1997)
Human Resources Specialist, System Analyst and Team Leader, Clinical Information and Engineering Systems (January 1987 – April 1995)


 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
Member of:
Athena Alliance
Greylock Partners CIO Advisory Council
Accel Partners Technology Advisory Council
T200, Advancing Women in Technology
Co-Founder, Silicon Valley Women's CIO Council
Former Co-Chair, Board of Directors, Long Term Services of Ventura County, Inc.
Founding Board Member, Clinical Research Information Exchange International (2005 – 2007)
Former Chair, Information Management Leadership Committee, Pharmaceutical Research and Manufacturers of America
a2018metlifeproxyfin_image24.jpgEducation:
B.S., Purdue University
Information Technology Management Program, University of California, Los Angeles


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2019 Proxy Statement
24


Corporate Governance

 
 
 
 
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Denise M. Morrison
age 65, Former President and Chief Executive Officer, Campbell Soup Company
 

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
 
a2018metlifeproxyfin_image22.jpgProfessional Highlights:

Founder, Denise Morrison & Associates LLC, a consulting firm (2018 – Present)
Campbell Soup Company, a food and beverage company (2003 – 2018)
President and Chief Executive Officer (August 2011 – May 2018)
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)
Kraft Foods, Inc., a food and beverage company (1995 – 2003)
Various leadership roles, including: Executive Vice President and General Manager, Kraft Snacks (2001 –2003); Executive Vice President and General Manager, Kraft Confections (2001); Senior Vice President and General Manager, Nabisco Down the Street (2000); Senior Vice President, Nabisco Sales and Integrated Logistics (1998 – 2000)
Various senior marketing and sales positions, Nestlé USA, Inc., a food and beverage company (1984 – 1995)
Various trade and business development positions, PepsiCo, Inc., a food and beverage company (1982 – 1984)
The Procter & Gamble Company, a consumer products company (1975 – 1982)
 
a2018metlifeproxyfin_image23.jpgOther Professional and Leadership Experience:
 
Trustee, Boston College
Member, Business Council
Member, Advisory Council, Just Capital
Former Co-Chair, Boards of Directors, Consumer Goods Forum
Former member, Board of Directors, Catalyst, Inc., a nonprofit organization that strives to expand opportunities for women in business
Former member of Business Roundtable

Other public company directorships: Visa, Inc.; Quest Diagnostics Inc.

Prior public company directorships (past five years): The Goodyear Tire & Rubber Company; Campbell Soup Company
a2018metlifeproxyfin_image24.jpgEducation:

B.S., Boston College
Honorary Doctorate, St Peter’s University

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2019 Proxy Statement
25


Corporate Governance

Corporate Governance
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.
Corporate Governance Guidelines
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 qualification standards, independence requirements and responsibilities;
identification of candidates for Board positions;
management succession;
Director access to management and outside advisors, including certain restrictions on the retention by Directors of an outside advisor that is otherwise engaged by the Company for another purpose;
Director compensation;
Director Share ownership requirements;
election of a Lead Director by the Independent Directors if the Chairman of the Board is not an Independent Director;
Director orientation and continuing education;
Annual Board performance evaluation; and
Annual Corporate Governance Guidelines review.
 
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 as a Board member 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/corporate-profile/corporate-governance/ under the link “Corporate Governance Guidelines.”

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2019 Proxy Statement
26


Corporate Governance

Information About the Board of Directors
Composition and Independence of the Board of Directors. The Board currently consists of 12 Directors, 11 of whom are both Non-Management Directors and Independent Directors. A Non-Management Director is a Director who is not an officer of the Company or of any entity in a consolidated group with the Company. An Independent Director is a Non-Management Director who the Board of Directors has affirmatively determined has no material relationships with the Company or any of its consolidated subsidiaries and is independent within the meaning of the New York Stock Exchange (NYSE) Corporate Governance Standards. 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 of Directors has adopted categorical standards to assist it in making determinations regarding Director independence. None of the relationships between the Independent Directors and MetLife is material, as provided by the Company’s categorical standards. The categorical standards are included in the Company Corporate Governance Guidelines, which are available on MetLife’s website at www.metlife.com/about/corporate-profile/corporate-governance/ at the link “Corporate Governance Guidelines.”
The Board has affirmatively determined that all of the Directors, other than Michel A. Khalaf, the Company’s President and Chief Executive Officer, effective May 1, 2019, and Steven A. Kandarian, who will not stand for re-election, are Independent Directors.
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 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.
Effective May 1, 2019, R. Glenn Hubbard, currently MetLife’s Lead Director, will be the Company’s Chairman of the Board. 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. As Lead Director, Dr. Hubbard brought a strong and independent voice to the
 
boardroom to effectively lead the Independent Directors as they challenge management and support the Company’s long-term success for its shareholders.
Our Chairman’s duties and responsibilities focus on promoting sound corporate governance practices and fostering a culture of effective oversight on behalf of our shareholders. These duties and responsibilities include:
presiding over Board of Directors meetings and executive sessions of the Independent Directors;
establishing a relationship of trust with the CEO, providing support and advice while respecting the executive responsibility of the CEO;
promoting effective communication and serving as the primary conduit between the Board and the CEO and other members of management;
approving information sent to the Board for Board meetings, as appropriate;
setting the agenda for Board meetings with input from the CEO;
approving Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items;
conferring 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;
providing guidance regarding the ongoing development of Directors;
participating in the Compensation Committee’s annual performance evaluation of the CEO;
with the Chair of the Governance and Corporate Responsibility Committee, overseeing CEO and management succession planning;
ensuring the efficient and effective performance and functioning of the Board;
assisting the Board, the Governance and Corporate Responsibility Committee and management in promoting corporate governance best practices; and
being available, if requested by shareholders, when appropriate, for consultation and direct communication.
Our Corporate Governance Guidelines provide that if the Chairman of the Board is not an Independent Director, the Independent Directors shall elect from among themselves a Director to serve as Lead Director.

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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 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 robust Committee chair rotation practices. Since December 2016, it has appointed new chairs of the 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. Effective May 1, 2019 the independent Chairman of the Board will preside at the executive sessions of the Independent Directors.
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. 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 of Directors 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, having regard to 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 of Directors 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 of Directors:
Financial Literacy. Such person should be “financially literate,” as such qualification is interpreted by the Board of Directors in its business judgment.
Leadership Experience. Such person should possess significant leadership experience, such as experience in business, finance, accounting, regulated industries, and technology, and shall possess qualities reflecting a proven record of accomplishment and an ability to work with others.
Commitment to the Company’s Values. Such person shall be committed to promoting the Company’s financial success and preserving and enhancing the Company’s reputation as a global leader in business and shall be in agreement with Company values as embodied in its codes of conduct.
Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Company Director.
Reputation and Integrity. Such person shall be of high repute and recognized integrity, and shall not have been convicted in a criminal proceeding or be named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law, and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity.
Other Factors. Such person shall have other characteristics considered appropriate for membership on the Board of Directors, including significant experience and accomplishments, an understanding of consumer insight and analytics and finance, sound business judgment, and an appropriate educational background.

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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 150 calendar days 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. Recommendations for nominations of candidates for election at MetLife’s 2020 annual meeting of shareholders must be received by the Corporate Secretary of MetLife, Inc. no earlier than January 20, 2020 and no later than the close of business on February 19, 2020 or such other date as may be announced by the Company in accordance with the Company’s By-Laws.
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 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/corporate-profile/corporate-governance/.
Shareholder Proxy Access. In December 2015, the Board of Directors adopted amendments to the Company’s By-Laws to implement shareholder proxy access. Under the 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 Information.”
 
Risk Management Oversight. The Board of Directors oversees management in its design and implementation of the Company’s risk management approach. 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 of Directors also oversees the development and implementation of processes and procedures to mitigate the risk of failing to ensure the orderly succession of the Chief Executive Officer 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.
The Board of Directors has allocated its oversight of risk management among the Board as a whole and to Board Committees, which meet regularly and report back to the full Board. The Committees play significant roles in risk 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

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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. It also coordinates management oversight with the other Board Committee Chairs.
The Audit Committee oversees the Company’s compliance with legal and regulatory requirements, reviews the Company’s policies on ethical conduct and periodically discusses the guidelines and policies with respect to the process by which the Company undertakes risk assessment and management, including risks relating to MetLife information security systems and vendor risk management programs. The Audit Committee also reviews with management, the internal 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 financial statements.
The Compensation Committee is responsible for reviewing the Company’s compensation practices and overseeing risk management with respect to the Company’s compensation arrangements. For example, 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 Committee annually to review the Company’s compensation arrangements for this purpose, and, on other occasions, at the Committee’s request, to assist the Committee in its risk management oversight role.
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. It also oversees the Company’s goals and strategies concerning legislative and regulatory initiatives that impact the Company's interests.
 
The Investment Committee, 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. In particular, the Finance and Risk Committee reviews reports from the Chief Risk Officer and other senior management of the steps taken to measure, monitor and manage risk exposure in the enterprise. At each regularly scheduled meeting of the Finance and Risk Committee, 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.
For further discussion of the Committees’ responsibilities, see “Information About Board Committees” and the discussion of the “Audit Committee,” “Compensation Committee,” “Finance and Risk Committee,” “Governance and Corporate Responsibility Committee” and “Investment Committee” in that section.
Board Membership. For information about the current membership of the Board and the Board Committees among directors nominated for re-election, see "Director Nominees’ Independence, Diversity, Tenure and Experience." Mr. Steven A. Kandarian, who will not stand for reelection and is therefore not included in that discussion, serves on the Executive Committee.
Board Meetings and Director Attendance. In 2018, the Board held eight meetings and the MetLife Board Committees held a total of 41 meetings. Each of the current Directors who served during 2018 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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Information About Board Committees
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 of Directors 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) and the NYSE to the extent applicable. Current, printable versions of these charters are available on MetLife’s website at www.metlife.com/about/corporate-profile/corporate-governance/.
Audit Committee. The Audit Committee oversees:
the Company’s accounting and financial reporting processes and the audits of its financial statements;
the adequacy of the Company’s internal control over financial reporting;
the integrity of the Company's 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.
In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the internal auditor and the independent auditor several significant issues regarding accounting and auditing principles and practices and financial statement presentations. From time to time, these matters may include critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles, and the adequacy of the Company’s internal control over financial reporting, including special audit steps adopted in light of material control deficiencies. The Audit Committee discusses with management the Company’s practices regarding earnings press releases and reviews in advance the
 
financial and earnings information prepared for earnings announcements. The Audit Committee periodically discusses 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.
The Audit Committee meets at least six times a year, or more frequently as circumstances may require, and meets regularly in executive sessions separately with management and with the Company’s internal and external auditors. The Audit Committee met 14 times in 2018. The Audit Committee’s activities during 2018 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." The Audit Committee Charter provides a more detailed description of the role and responsibilities of the Audit Committee.
Independence, Financial Literacy and Audit Committee Financial Experts. All six 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. The Board of Directors has 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, Gerald L. Hassell, and Edward J. Kelly, III.
Compensation Committee. The Compensation Committee:
assists the Board in fulfilling its responsibility to oversee the development and administration of the Company’s compensation programs, including equity based incentive programs, for executives and other employees;
endorses the corporate goals and objectives relevant to the Chief Executive Officer’s Total Compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the Chief Executive Officer’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

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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 LTI;
oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk taking;
reviews the Company’s Performance-Based Compensation Recoupment Policy and oversees its 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 of Directors 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.
A more detailed description of the role and responsibilities of the Compensation Committee is set forth in the Compensation Committee Charter. Under its charter, the Compensation Committee may delegate to a subcommittee or to the Chief Executive Officer 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. Management’s delegated authority does not include granting salary increases or incentive compensation to any Executive Officer, or to any officer subject to the reporting requirements under Section 16 of the Exchange Act. The Compensation Committee met eight times in 2018.
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 risk management oversight.
Executive Compensation Advisors. 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. It is not required to implement or act consistently with the advice or recommendations of any advisor, but retains
 
discretion to act according to its own judgment. The Compensation Committee may retain or obtain the advice of an advisor only after taking into consideration factors related to that person’s independence that it determines are relevant, including each of the factors it is required to take into consideration under the Corporate Governance Standards of the NYSE, unless the retention of the advisor is exempt from this requirement under NYSE rules. The Compensation Committee is responsible for the appointment, compensation, and oversight of any advisor it retains. The Company is obligated to provide appropriate funding for reasonable compensation of any such advisor, as determined by the Compensation Committee.
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 has provided the Compensation Committee with competitive market compensation data and overall market trends about executive compensation, has advised the Compensation Committee about the overall design and implementation of MetLife’s executive compensation programs, including decisions made under the programs, and has advised the Compensation Committee about regulatory, governance and accounting developments that may affect the Company’s executive compensation programs.
The Compensation Committee believes that its compensation consultant must be able to provide it with candid, direct, independent and objective advice. In order to promote the objectivity, independence, and candor of Meridian’s advice:
Meridian reports directly to the Committee about executive compensation matters;
Meridian meets with the Committee in executive sessions that are not attended by Company management;
Meridian has direct access to the Committee’s Chair and Committee members between meetings; and
the Committee has not directed Meridian to perform its services in any particular manner or under any particular method.
To help ensure that the Committee continues to receive independent and objective advice, the Company’s Corporate Governance Guidelines provide that any consultant retained by the Compensation Committee on executive compensation matters should not be retained

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to provide any other services to the Company. Meridian did not provide any such other services in 2018.
In addition, Meridian has provided the Compensation Committee with information regarding its relationship with MetLife and Meridian’s independence. This included information covering factors the Compensation Committee is required under NYSE rules to take into consideration before selecting an advisor. The Compensation Committee did not find that Meridian’s work raised any conflict of interest.
The Company’s processes for determining executive compensation and the central role of the Compensation Committee in those processes, the key factors that the Compensation Committee considers, and the role of the Chief Executive Officer and the Executive Vice President and Chief Human Resources Officer in those processes are described in the Compensation Discussion and Analysis. Also see the Compensation Discussion and Analysis for information about compensation paid to the persons listed in the Summary Compensation Table.
Compensation Committee Interlocks and Insider Participation. No Compensation Committee member has ever been an officer or employee of the Company or any of its subsidiaries. During 2018, no MetLife Executive Officer served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity where one of the executive officers of that other entity is or has been a Company Director or a member of the Company's Compensation Committee.
Executive Committee. The Executive Committee may exercise the powers and authority of the Board of Directors during intervals between meetings of the Board of Directors. The Executive Committee did not meet in 2018.
Finance and Risk Committee. The Finance and Risk Committee oversees the Company’s financial policies and strategies; its capital structure, plans and policies, including capital adequacy, dividend policies and share issuances and repurchases; its proposals on certain capital actions, strategic actions and other financial matters; its assessment and management of material risks; and in consultation with the Compensation Committee, the appointment, retention and performance of the Chief Risk Officer. The Finance and Risk Committee has in the past engaged, and is likely from time to time in the future to engage, external consultants to assess the alignment of the Company’s risk models and practices to industry best practices.
 
Specifically, the Finance and Risk Committee:
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, makes recommendations to the Board regarding, or provides approvals of, certain capital actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles and applicable law;
reviews policies, practices and procedures regarding risk assessment and management;
reviews reports from the Chief Risk Officer and management of the steps taken to measure, monitor and manage risk exposures in the enterprise (consulting with advisors and other Board committees as appropriate); and
reviews benchmarks and target metrics related to financial and risk topics and monitors performance against these benchmarks and targets.
The Finance and Risk Committee met six times in 2018. For further discussion of the Finance and Risk Committee’s responsibilities for oversight of risk management, see “Risk Management Oversight” in "Information about the Board of Directors."
Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee:
assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
develops and recommends to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
reviews proposed succession plans for the Chief Executive Officer and the Company’s other executive officers, and makes recommendations to the Board of Directors with respect to such plans;

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oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
oversees the Company’s policies concerning its corporate citizenship programs, including the Company's activities related to sustainability, environmental stewardship and corporate responsibility.
Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors on the Board’s and its Committees’ performance, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. Directors are also invited to recommend topics for the Board to consider at future meetings. The Committee reports these results to the full Board for discussion. The Board also conducts biennial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director.
The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. During 2018, Meridian provided the Board with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. For more information on Director Compensation, see “Director Compensation in 2018.”
 
The Governance and Corporate Responsibility Committee also oversees the management and mitigation of risks related to failure to comply with required or appropriate corporate governance standards.
The Governance and Corporate Responsibility Committee Charter provides a more detailed description of the role and responsibilities of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee met seven times in 2018.
Director Nomination. In 2018, the Governance and Corporate Responsibility Committee retained a search firm to assist with the recruitment of Diana McKenzie to the Board.
Investment Committee. The Investment Committee oversees the management of the Company’s investment activities and, on a consolidated basis, of the Company and all of its direct and indirect subsidiaries. In performing its oversight responsibilities, the Committee reviews reports from the investment officers on (i) the investment activities and performance of the investment portfolios of MetLife and its subsidiaries and (ii) the conformity of investment activities with the Investment Committee’s general authorizations and investment guidelines. The Investment Committee, in coordination with the Finance and Risk Committee, also oversees the management and mitigation of risks associated with the Company’s investment portfolios and of the consolidated enterprise. The Investment Committee met six times in 2018.


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Procedures for Reviewing Related Person Transactions
The Company has established written 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 in which a Director, Director nominee or Executive Officer of the Company or any of their immediate family members has or will have a material interest. Related person transactions may include:
Legal, investment banking, consulting or management services provided to the Company by a related person or an entity with which the related person is affiliated;
Sales, purchases and leases of real property between the Company and a related person or an entity with which the related person is affiliated;
Material investments by the Company in an entity with which a related person is affiliated;
Contributions by the Company to a civic or charitable organization for which a related person serves as an executive officer; and
Indebtedness or guarantees of indebtedness involving the Company and a related person or an entity with which the related person is affiliated.
Under the procedures, Directors, Director nominees and Executive Officers of the Company are required to report related person transactions in writing to the Company. The Governance and Corporate Responsibility Committee reviews, approves or ratifies related person transactions involving Directors, Director nominees and the Chief Executive Officer or any of their
immediate family members. A vote of a majority of disinterested Directors of the Governance and Corporate Responsibility Committee is required to approve or ratify a transaction. The Chief Executive Officer reviews, approves or ratifies related person transactions involving Executive Officers of the Company (other than the Chief Executive Officer) or any of their immediate family members. The Chief Executive Officer 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 Chief Executive Officer will approve a related person transaction if it is fair and reasonable to the Company and consistent with the best interests of the Company, taking into account the business purpose
 
of the transaction, whether the transaction is entered into on an arm’s-length basis on terms fair to the Company, and whether the transaction is consistent with applicable codes of conduct of the Company. If a transaction is not approved or ratified, it may be referred to legal counsel for review and consultation regarding possible further action by the Company. Such action may include 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.

Codes of Conduct
Financial Management Code of Professional Conduct. The Company has adopted the MetLife Financial Management Code of Professional Conduct, 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 Professional Conduct is available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct/ by selecting the appropriate link under the heading “Reports.”
Directors’ Code of Business Conduct and Ethics and Code of Conduct for Employees. The Company has adopted the Directors’ Code of Business Conduct and Ethics, which is applicable to all members of the Company’s Board of Directors including the Chief Executive Officer, and the Code of Conduct, which applies to all employees of the Company and its affiliates, including the Executive Officers of the Company. Current, printable versions of the Directors’ Code and the Code of Conduct for MetLife employees are available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct/ by selecting the appropriate link under the heading “Reports.”
Director Share Ownership Requirements
Each Non-Management Director is expected to achieve a level of Share ownership equal in value to at least five times the cash component of the annual retainer by December 31 of the year in which the fifth anniversary of election to the Board occurs. As of January 2, 2019, each Non-Management Director who had served beyond the fifth anniversary of election to the Board had met these requirements.

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Director Indemnity Plan
The Company’s By-Laws provide for the Company to indemnify, and advance expenses to, a person who is threatened with litigation or made a party to a legal proceeding because of the person’s service as a Director of the Company. In addition, the Company’s Director Indemnity Plan affirms that a Director’s rights to this indemnification and expense advancement are contract rights. The indemnity plan also provides for expenses to be advanced to former Directors on the same basis as they are advanced to current Directors. Any amendment or repeal of the rights provided under the indemnity plan would be prospective only and would not affect a Director’s rights with respect to events that have already occurred.

 
Hedging and Pledging Prohibited
The Company prohibits Directors and employees, including Executive Group members, from engaging in short sales, hedging, trading in put and call options, and other transactions involving speculation with respect to the Company’s securities, whether paid to them as compensation or otherwise. The Company’s policy also prohibits Directors and employees, including Executive Group members, 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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Corporate Responsibility
MetLife’s Sustainability Strategy
MetLife is committed to promoting a more secure future for individuals, families and communities around the world. MetLife’s core purpose is providing financial protection that helps people navigate life’s challenges.
    
MetLife demonstrates its commitment to operating responsibly through the security the Company provides customers, the claims MetLife pays during their times of need, its activities and investments in the communities that the Company serves, and MetLife’s long-term investments in the broader economy. MetLife manages its business with the goal of responsibly delivering long-term value for all of the Company’s stakeholders:
For customers. MetLife listens closely and intends to shape products and services to fulfill their needs and meet their rapidly-evolving expectations.
For our workforce. MetLife helps its global workforce of 48,000 people across more than 40 countries grow and thrive by providing training and development, supporting health and wellness and promoting diversity and inclusion.
For our business. MetLife’s weaves its culture of ethics, integrity and risk management into the fabric of the organization - employees at all levels are responsible for managing risk.

 
For the communities we serve. MetLife invests for the long-term so the Company can deliver on its promises to its customers and be an economic force.
For the underserved. MetLife is focused on improving financial health. MetLife and MetLife Foundation provided more than $44 million in grants in 2018, including nearly $29 million for financial health.
For the environment. MetLife has reduced its environmental footprint and is committed to promoting a healthy planet for generations to come.

In 2018, MetLife created a new sustainability function to bring a strategic and coordinated approach to the company’s efforts, and appointed a Chief Sustainability Officer to lead the function and report to the Board periodically. The function will work closely with the businesses and functions to implement an integrated strategy that ensures alignment of the Company’s ESG efforts with its business mission.

Sustainability Report
Part of MetLife’s commitment to operating responsibly includes promoting transparency and a commitment to reporting on our sustainability efforts through our annual sustainability report, Global Impact. To learn more about our sustainability efforts and view the report, visit www.MetLife.com/about/corporate-responsibility/.



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Director Compensation in 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
 
Fees Earned or
Paid in Cash
($)
 
 
Stock
Awards
($)
 
 
All Other
Compensation
($)
 
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cheryl W. Grisé (1)
 
 
175,000

 
 
150,063

 
 
1,620

 
 
326,683

 
 
Carlos M. Gutierrez
 
 
150,000

 
 
150,063

 
 
1,620

 
 
301,683

 
 
Gerald L. Hassell (2)
 
 
121,154

 
 
121,203

 
 
1,488

 
 
243,845

 
 
David L. Herzog (1)
 
 
190,000

 
 
150,063

 
 
1,620

 
 
341,683

 
 
R. Glenn Hubbard, Ph.D.
 
 
200,000

 
 
150,063

 
 
6,620

 
 
356,683

 
 
Alfred F. Kelly, Jr. (2)
 
 
75,000

 
 
75,036

 
 
828

 
 
150,864

 
 
Edward J. Kelly, III (1)
 
 
185,000

 
 
150,063

 
 
1,620

 
 
336,683

 
 
William E. Kennard (1)
 
 
175,000

 
 
150,063

 
 
6,620

 
 
331,683

 
 
James M. Kilts (1)
 
 
180,000

 
 
150,063

 
 
6,620

 
 
336,683

 
 
Catherine R. Kinney
 
 
150,000

 
 
150,063

 
 
6,620

 
 
306,683

 
 
Diana L. McKenzie (2)
 
 
17,588

 
 
17,615

 
 
300

 
 
35,503

 
 
Denise M. Morrison
 
 
150,000

 
 
150,063

 
 
1,620

 
 
301,683

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
During 2018, Ms. Grisé served as the Governance and Corporate Responsibility Committee Chair, Mr. Herzog served as the Audit Committee Chair, Edward J. Kelly, III served as the Finance and Risk Committee Chair, Mr. Kennard served as the Investment Committee Chair, and Mr. Kilts served as the Compensation Committee Chair. Each received additional cash fees as described under "Fees Earned or Paid in Cash and Stock Awards".
2
Mr. Hassell joined the Board of Directors in February 2018, Alfred F. Kelly, Jr. retired from the Board of Directors in June 2018, and Ms. McKenzie joined the Board of Directors in November 2018.
The Non-Management Directors included in the 2018 Director Compensation table, and the following discussion pertaining to the table, are limited to those who served as Directors during 2018.
Fees Earned or Paid in Cash and Stock Awards
The Non-Management Directors’ annual retainer fees are reported under “Fees Earned or Paid in Cash” and “Stock Awards” in the Director Compensation table.
The Company pays each active Non-Management Director at an annual rate of $300,000 payable in four installments. One-half of each installment is payable in cash. The other half is paid through the grant of Shares at a grant date fair value per share equal to the closing price of a Share on the NYSE on the grant date. In each case, the grant date fair value of the Share award was slightly higher than one-half of the total installment because the number of Shares the Company delivered to the director was rounded up to a whole number of Shares.
 
In addition, the Company pays cash retainer fees 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

 
 
 
 
 
 


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The Governance Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. During 2018, Meridian provided the Board with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. Meridian’s analysis was based on the same Comparator Group that the Compensation Committee used to review the competitiveness of MetLife’s Total Compensation framework for Executive Officers, as described in the Compensation Discussion and Analysis.
The MetLife, Inc. 2015 Non-Management Director Stock Compensation Plan (2015 Director Stock Plan), which was approved by the Company’s shareholders in 2014, authorizes the Company to issue Shares in payment of Director retainer fees. The dollar amounts reported under “Stock Awards” represent the grant date fair value of such Share 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 represents the number of Shares granted multiplied by the closing price of the Shares on the NYSE on the grant date. 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, 2018. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2018.
A Non-Management Director may defer the receipt of all or part of his or her fees payable in cash or deliverable in Shares (and any imputed reinvested dividends on such deferred Shares) until a later date or until after he or she ceases to serve as a Director.
 
All Other Compensation
The Non-Management Directors’ 2018 benefits, gift programs, and reportable perquisites and other personal benefits are included under “All Other Compensation” in the Director Compensation table.
Life Insurance Programs. MetLife paid $1,584 in premiums for each Non-Management Director who served the entirety of 2018. This provided each with $200,000 of group life insurance coverage during 2018. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Hassell, Alfred F. Kelly, Jr., and Ms. McKenzie (a cost of $1,452, $792, and $264, respectively), who each served as a Director for a portion of 2018.
Business Travel Insurance Program. MetLife provided each Non-Management Director with business travel accident insurance coverage for travel on MetLife business. MetLife’s per Director cost for this coverage in 2018 was $36.
Charitable and Matching Gifts Programs. The MetLife Foundation provided $5,000 to match contributions by each of Dr. Hubbard, Mr. Kennard, Mr. Kilts, and Ms. Kinney to colleges and universities in 2018 under a program for employees and directors.
In addition, the MetLife Foundation provided $5,000 to match contributions by each of Ms. Kinney and Mr. Kennard in 2017. Because these contributions related to the directors’ 2017 contributions, they are not reported on the table above. They were not reported in the Company’s 2018 Proxy Statement because the Company did not determine the matching contributions until after that Proxy Statement was filed.
Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 2018 were less than $10,000, and as a result are not reported.
Compensation of Mr. Kandarian
Mr. Kandarian was compensated as an employee for 2018, and received no compensation in his capacity as a member of the Board of Directors. For information about compensation for Mr. Kandarian for 2018, see the Summary Compensation Table and the accompanying discussion.


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Proposal 2 — Ratification of Appointment of the Independent Auditor

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR
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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, 2019.
The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent auditor for the fiscal year ending December 31, 2019. Deloitte’s long-term knowledge of MetLife and the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out audits of the Company’s 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 non-audit services, the Audit Committee reviewed the firm’s qualifications, competencies and performance, including the following factors:
Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB;
Deloitte’s independence and its processes for maintaining its independence;
the results of the independent review of the firm’s quality control system;
the global reach of the Deloitte network of member firms and its alignment with MetLife’s worldwide business activities;
the key members of the engagement team, including the lead audit partner, for the audit of the Company’s financial statements;
 
 
Deloitte’s performance during its engagement for the fiscal year ended December 31, 2018 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;
the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;
Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office; and
Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.
Deloitte has served as independent auditor of the Company since 1999, and as auditor of affiliates of the Company since at least 1968, but the specific year of its commencement of service to affiliates has not been determined. 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 is actively involved in the selection process for the lead and concurring partners.
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 audit services that the Company expects to be performed for the fiscal year and appoints the auditor to perform audit-related, tax and other permitted non-audit services. 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.

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Proposal 2 — Ratification of Appointment of the Independent Auditor / Independent Auditor’s Fees for 2018 and 2017

The Audit Committee is responsible for approving fees for the audit and for any audit-related, tax or other permitted non-audit services. If the audit, audit-related, tax and other permitted non-audit fees for a particular period or service exceed the amounts previously approved, the Audit Committee determines whether or not to approve the additional fees.
Representatives 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, 2019.
Independent Auditor’s Fees for 2018 and 2017
The table below presents fees for professional services rendered by Deloitte for the audit of the Company’s annual financial statements, audit-related services, tax services and all other services for the years ended December 31, 2018 and 2017. All fees shown in the table were related to services that were approved by the Audit Committee.
The fees that the Company incurs for audit, audit-related, tax and other professional services reflect the complexity and scope of the Company’s operations, including:
operations of the Company’s subsidiaries in multiple, global jurisdictions (approximately 40 countries and branches in 2018);
the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions;
the operating insurance companies’ responsibility for preparing audited financial statements; and
the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant.
The Audit Committee has advised the Board of Directors that, in its opinion, the non-audit services rendered by Deloitte during the most recent fiscal year are compatible with Deloitte’s maintaining its independence. Non-audit services, as a percentage of the total amount paid, was 6% for both 2018 and 2017.
 
 
 
 
 
 
 
 
 
(in millions)
 
2018
($)
 
2017
($)
 
 
 
 
 
 
 
 
 
Audit Fees (1)
 
 
63.1

 
 
68.6

 
 
Audit-Related Fees (2)
 
 
17.6

 
 
14.7

 
 
Tax Fees (3)
 
 
3.3

 
 
4.4

 
 
All Other Fees (4)
 
 
1.9

 
 
1.1

 
 
 
 
 
 
 
 
 
 
1
Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. In 2018, Deloitte issued approximately 279 audit reports. The decrease in audit fees in 2018 as compared to 2017 is attributable to a reduction in audit procedures related to Brighthouse Financial, Inc. as it is no longer part of MetLife.
2
Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers, acquisitions and divestitures, accounting consultations and audits in connection with proposed or consummated acquisitions and divestitures, control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. The increase in audit-related fees is attributable to additional work related to actuarial modeling.
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. In 2018, tax compliance and tax preparation fees total $2.0 million and tax advisory fees total $1.3 million and in 2017, tax compliance and tax preparation fees total $1.5 million and tax advisory fees total $2.9 million.
4
Fees for other types of permitted services, including employee benefit advisory services, risk and other consulting services, financial advisory services and valuation services.

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Audit Committee Report

Audit Committee Report
This report (this Report) is submitted by the MetLife, Inc. (MetLife or the Company) Board of Directors Audit Committee. No portion of this Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this
Report or a portion of it by reference. In addition, this Report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.
The Audit Committee currently consists of six independent Directors who satisfy the SEC and NYSE audit committee independence standards. The Audit Committee, appointed by the Board of Directors, oversees the Company’s accounting and financial reporting processes and the audits of its financial statements, the adequacy of the Company’s internal control over financial reporting, and the integrity of the Company’s financial statements. The Audit Committee also oversees the qualifications and independence of the Company’s independent auditor, the appointment, retention, performance and compensation of the Company’s independent auditor and the performance of the internal audit function, as well as the Company’s compliance with legal and regulatory requirements. More information on the Audit Committee and its qualifications and responsibilities is included elsewhere in the proxy statement and in the Audit Committee Charter on the Company’s website at www.metlife.com/about/corporate-profile/corporate-governance/.
Management is responsible for the preparation of MetLife’s consolidated financial statements and the reporting process. Deloitte & Touche LLP (Deloitte), as MetLife’s independent auditor, is responsible for auditing MetLife’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB).
Deloitte has discussed with the Audit Committee those matters described in the PCAOB Standard, Communications with Audit Committees (Auditing Standard No. 1301) and Rule 2-07 of Regulation S-X promulgated by the Securities and Exchange Commission. Deloitte has also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee
 
concerning independence, and the Audit Committee has discussed with Deloitte its independence from MetLife.
During 2018, management updated its internal control documentation for changes in internal control and completed its testing and evaluation of MetLife’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. In doing so, management utilized the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee has discussed with and received regular status reports from MetLife's Chief Auditor and Deloitte on the overall scope and plans for their audits of MetLife, including their scope and plans for evaluating the effectiveness of internal control over financial reporting. The Audit Committee meets with the Company's Chief Auditor and Deloitte, with and without management present, to discuss the results of their respective audits, in addition to private meetings with the Chief Financial Officer, Chief Risk Officer and General Counsel.
The Audit Committee worked closely with the Company’s management and Deloitte to oversee the strengthening of the Company’s internal control over financial reporting to address the two material weaknesses identified in the Company’s 2017 Annual Report on Form 10-K. The Company engaged third party advisors and employees to examine and analyze the facts and circumstances giving rise to the material weaknesses and addressed those findings. The Company changed its accounting procedures and administrative and search practices to locate missing annuitants and implemented enhanced internal controls associated with timely internal communications and escalation procedures. The Company also enhanced its reconciliation, analytic controls and change management to ensure the completeness and accuracy of the assumed reinsurance-in-force data.
The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 2018 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission (the 2018 Form 10-K). The Audit Committee also reviewed Deloitte’s report regarding its audit of the effectiveness of the Company’s internal control over financial reporting, in which Deloitte expressed an unqualified opinion on the Company’s internal control over financial reporting as of December 31, 2018. The Audit Committee reviewed and discussed with management,

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Audit Committee Report

and with Deloitte, MetLife’s audited consolidated financial statements for the year ended December 31, 2018 and Deloitte’s Report of Independent Registered Public Accounting Firm dated February 21, 2019 regarding the 2018 audited consolidated financial statements included in the 2018 Form 10-K. The Deloitte report states that MetLife’s 2018 audited consolidated financial statements present fairly, in all material respects, the consolidated financial position of MetLife and its subsidiaries as of December 31, 2018 and 2017 and the results of their operations and cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United 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 2018 audited consolidated financial statements be included in the 2018 Form 10-K.
Respectfully,
David L. Herzog, Chair
Cheryl W. Grisé
Gerald L. Hassell
Edward J. Kelly, III
Catherine R. Kinney
Diana McKenzie


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Proposal 3 — Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
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The Board of Directors recommends that you vote FOR this proposal: “RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” 
In accordance with Section 14A of the Exchange Act, this proposal will give shareholders the opportunity to approve, or not approve, the Company’s executive compensation programs and policies and the resulting compensation for the individuals listed in the Summary Compensation Table (the Named Executive Officers), as described in this Proxy Statement.
The Compensation Discussion and Analysis summarizes our executive compensation program. The Compensation Committee and Board’s actions aligned each Named Executive Officer’s pay with individual and Company performance for 2018.
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 vote at the 2020 Annual Meeting.
The Compensation Committee and Board of Directors believe that the Company’s compensation programs and policies, and the compensation of the Named Executive Officers, promote the Company’s business objectives with appropriate compensation delivered in appropriate forms. See the Compensation Discussion and Analysis. Accordingly, the Board of Directors recommends that you vote FOR this proposal.

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Compensation Committee Report

Compensation Committee Report
This report is furnished by the Compensation Committee of the MetLife Board of Directors. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis in the Company’s 2019 Proxy Statement and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the 2019 Proxy Statement.
No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.
Respectfully,
James M. Kilts, Chair
Cheryl W. Grisé
Gerald L. Hassell
David L. Herzog
Edward J. Kelly, III
Denise M. Morrison


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Compensation Discussion and Analysis

Compensation Discussion and Analysis
The Compensation Discussion and Analysis describes the objectives and policies underlying MetLife’s executive compensation program for the Named Executive Officers and the rest of the Executive Group. It also describes the key factors that the Compensation Committee (in this discussion, also referred to here as the Committee) considered in determining the compensation of the CEO and other members of the Executive Group.
Key Highlights
 
 
In 2018, MetLife:
 
 
 
 
 
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ü
 
continued its transformation into a simpler and less capital intensive Company with stronger Free Cash Flow.
 
 
 
 
 
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ü
 
achieved a two-year average ratio of Core Free Cash Flow to Core Adjusted Earnings within our two-year average target of 65-75%
 
 
 
 
 
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ü
 
met or exceeded its key Core financial metrics.
 
 
 
 
 
a11checka03.jpg
 
ü
 
successfully remediated the material weaknesses in internal controls over financial reporting.
 
 
 
 
 
a12climba013.jpg
 
ü
 
made continued progress toward achieving our target of $800 million in expense margin improvement by 2020; improved the Core Direct Expense Ratio by 40 basis points from 2017 and 140 basis points from 2015, the year before MetLife’s unit cost initiative began.
 

 
    
    

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Compensation Discussion and Analysis

MetLife’s Compensation Committees decisions reflected the Companys performance by:
ü
considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2018.
ü
approving funding for AVIP at 115.7%, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
ü
approving the issuance of 2016-2018 Performance Shares at 87.7%, which was a higher performance factor than for the prior period (2015-2017).
ü
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value (formerly 50% in 2017) to further enhance executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
MetLife’s Compensation Programs:
ü
provide the largest portion of executives’ Total Compensation in variable, performance-dependent awards.
ü
align executives’ interests with shareholders’ through Share-based awards and Share ownership requirements.
ü
incorporate sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.

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Compensation Discussion and Analysis

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 together. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other Executive Group members for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Group member means the total of only these three elements. Items such as sign-on payments and others that are not determined under the Company’s general executive compensation framework are endorsed by the Committee, but are not included in descriptions of Total Compensation in this Proxy Statement.
The Committee’s Total Compensation decisions are driven by performance. Each Executive Group member’s Total Compensation reflects the Committee’s assessment of the Company’s and the executive’s performance as well as competitive market data based on peer compensation comparisons. Decisions on the award or payment amount of one element of Total Compensation impact the decisions on the amount of other elements. The Committee’s Total Compensation approach means that it does not structure particular elements of Total Compensation to relate to separate individual goals or performance.
The Committee allocates a greater portion of the Executive Group members’ Total Compensation to variable components that depend on performance or the value of Shares rather than a fixed component. It also allocates a greater portion of the Executive Group members’ variable compensation to Share-based LTI than it allocates to annual cash incentives. Given this mix of pay and other features of MetLife’s compensation programs, Executive Group members’ interests are aligned with those of shareholders. The Company’s Share ownership requirements further align executives’ interests with those of shareholders and reinforce the focus on long-term shareholder value.
 
The Committee also reviews annually the other compensation and benefit programs, such as retirement benefits and potential termination payments that would be made if an Executive Group member’s employment were to end. However, benefits such as retirement and medical programs do not impact Total Compensation decisions since they apply to substantially all employees. Decisions about retirement and medical benefits do not vary based on decisions about an Executive Group member’s base salary or annual awards or LTI, or the amount realizable from prior awards.
The Committee’s independent executive compensation consultant, Meridian, assisted in the design and review of the Company’s compensation program. For more information on the role of Meridian regarding the Company’s executive compensation program, see "Compensation Committee” in “Information about Board Committees."
Generally, the forms of compensation and benefits provided to Executive Group members in the United States are similar to those provided to other U.S.-based officer-level employees. None of the Executive Group members based in the United States is a party to any agreement with the Company that governs the executive’s employment.


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Compensation Discussion and Analysis

howdidweperform.jpg
 
How did we perform?
MetLife’s Strategy
The Company’s strategy focuses on the principle of One MetLife, where digital and simplified are the key enablers of MetLife’s four strategic cornerstones:
optimizing value and risk by focusing on our businesses with higher internal rates of return, lower capital intensity, and maximum cash generation;
driving operational excellence, by transforming into a high-performance operating company with a competitive cost structure;
strengthening our distribution channels to drive efficiency and productivity through digitalization and improved customer persistency; and
taking a targeted approach to deliver the right solutions for the right customers through differentiated customer value propositions.
By executing this enterprise strategy. MetLife intends to:
succeed in the right markets;
build clear differentiators; and
continue to make the right investments to deliver customer and shareholder value.
Highlights of Business Results
2018 Business Results
Under the leadership of CEO Steven A. Kandarian, 2018 was a pivotal year for MetLife. The Company completed the final stage of the spinoff of Brighthouse Financial. The U.S. government dropped its appeal of MetLife’s U.S. District Court victory rescinding the Company’s designation as a systemically important financial institution. MetLife also celebrated its 150th anniversary.
MetLife’s capital management philosophy has remained consistent. The Company pursues attractive organic opportunities and merger and acquisition opportunities that align with its strategy and culture. But if MetLife concludes that organic and inorganic growth cannot clear a risk-adjusted hurdle rate, MetLife intends to return excess capital to its rightful owners, the shareholders.
 
The Company achieved a ratio of Core Free Cash Flow to Core Adjusted Earnings that fell within its target of 65-75% on average over two years, enabling the Company to return a MetLife record $5.7 billion to shareholders through common stock dividends and share repurchases in 2018. The Company’s Core Adjusted EPS also grew by 22 percent from 2017.
The Company continued to make progress toward achieving its target of $800 million in expense margin improvement by 2020, and improved the Core Direct Expense Ratio by 40 basis points from 2017, and by 140 basis points from 2015, the last year before MetLife’s unit cost initiative began. Ensuring that these savings fall to the bottom line is imperative for MetLife to demonstrate its management team’s ability to execute.
MetLife strengthened internal controls and improved operations in the group annuities business in the U.S. and in variable annuity guarantees in the MetLife Holdings segment. The Company’s focus since self-identifying and self-reporting the issues has been to enhance processes to deliver better service to customers. MetLife remediated both material weaknesses in internal control over financial reporting as of 2018 year-end.
2018 Business Plan Compared to 2017 Performance
MetLife anticipated responsible business growth under its 2018 Business Plan, consistent with execution of its capital management strategy. The Company expected to drive 2018 performance by achieving challenging goals, including:
continuing unit cost initiative expense savings, net of one-time costs;
improved underwriting margins; and
volume growth;
each partially offset by unfavorable market factors.
MetLife also set Core Adjusted ROE and Core Adjusted EPS targets, and a goal to return excess capital to shareholders through common stock dividends and share repurchases.

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Compensation Discussion and Analysis

MetLife used 2018 macroeconomic assumptions of lower long-term interest rates, a flatter yield curve, and lower variable investment income than in 2017. The Company expected the favorable impact of U.S. tax reform to drive a lower effective tax rate.
2018 Performance Compared to 2018 Business Plan
The Company’s 2018 performance met or exceeded Business Plan goals. MetLife’s expense margin improvement, underwriting results, and volume growth drove its strong performance. MetLife also had favorable investment results, partially offset by less favorable equity market performance and a stronger U.S. dollar.
MetLife’s unit cost initiative improved expense management, driving expense margin performance to exceed the Company’s goal. The Company’s underwriting results exceeded expectations, primarily within our Group Benefits and Retirement & Income Solutions businesses. Its volume growth exceeded MetLife’s enterprise goal, most significantly in Retirement & Income Solutions and Asia.
 
The Company’s investment results exceeded its goal primarily from higher investment yields and variable investment income, partially offset by a stronger U.S. dollar affecting Latin America and EMEA results, and less favorable equity market performance primarily in MetLife Holdings.
Performance and Compensation Decisions
The Compensation Committee’s and Board’s decisions on Executive Group compensation for 2018, including compensation to the Named Executive Officers, reflected their view of the Company’s performance and each executive’s performance relative to goals and other challenges and opportunities that arose in 2018. MetLife uses a competitive Total Compensation framework that consists of base salary, AVIP and LTI opportunities. The Committee’s and Board’s review of performance included the results shown in "Highlights of Business Results." The Company’s 2017 results, modified as noted below, are included for reference.

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Compensation Discussion and Analysis

This presentation reflects the Compensation Committee’s and Board’s review of the 2018 Business Plan and 2018 MetLife performance results for purposes of determining the Executive Group members’ Total Compensation, including its assessment of the CEO’s 2018 performance.page51.jpg
The Core Free Cash Flow as a Percentage of Core Adjusted Earnings Business Plan goal is a 2017-2018 two-year average range, as MetLife routinely communicates on its earnings calls and other investor presentations.

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Compensation Discussion and Analysis

The Company's 2017 Core Adjusted ROE of 12.5% and Book Value Per Share of $42.92 are different from the 2017 result reported in the 2018 Proxy Statement, which were 12.6% and $42.24, respectively. The 2018 Proxy Statement reflected the Committee’s and Board’s review of 2017 performance in early 2018, which excluded the 2017 positive financial impact of the release of reserves related to variable annuity guarantees assumed from a former operating joint venture in Japan. The reserve release slightly decreased (by 10 basis points) 2017 Core Adjusted ROE and slightly increased (by $0.68) 2017 Book Value Per Share. 
The 2018 results, on a non-Core basis, for Adjusted Earnings, Adjusted EPS, Adjusted ROE, and Adjusted Expense Ratio were $5,461 million, $5.39, 12.6%, and 18.3%, respectively.
The 2018, 2017 and 2016 Core Free Cash Flow as a Percentage of Core Adjusted Earnings were 56%, 75%, and 98%, respectively. On an unmodified basis, the 2018, 2017, and 2016 Free Cash Flow as a Percentage of Adjusted Earnings were 62%, 134%, and 60%, respectively.
See Appendix B for definitions of these non-GAAP measures and reconciliations to the most directly comparable measures that are based on GAAP.
For Adjusted Earnings and Adjusted ROE results the Committee used to determine performance factors for certain incentive compensation purposes, see Appendix A.

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Compensation Discussion and Analysis

Highlights of Executive Performance and Compensation
MetLife maintained its commitment to its pay for performance philosophy for 2018. The Compensation Committee’s decisions on the compensation of the Named Executive Officers active through March, 2019 (the Active Named Executive Officers) reflected the Committee’s view of the Company’s overall strategic direction and financial performance, and each executive’s performance relative to goals and other challenges and opportunities that arose in 2018. The Active Named Executive Officers in this Proxy Statement are:
Chairman of the Board, President and CEO Steven A. Kandarian;
Executive Vice President and Chief Financial Officer John D. McCallion;
President, U.S. Business and Europe, the Middle East, and Africa (EMEA) Michel A. Khalaf;
Executive Vice President, Global Technology & Operations Martin J. Lippert; and
Executive Vice President and Chief Investment Officer Steven J. Goulart.
Compensation for 2018 Performance
Under the leadership of Mr. Kandarian and his Executive Group, the Company delivered strong financial performance for 2018 and demonstrated progress on multiple important goals relating to MetLife's strategic transformation.
The Company exceeded its Business Plan Core Adjusted Earnings goal by delivering responsible growth over the prior year. It accomplished this performance through a combination of expense margin improvement, underwriting results, and volume growth, as well as investment results.
MetLife met or exceeded its Core financial metrics for 2018.
 
The vast majority of the CEO’s and other Named Executive Officers’ Total Compensation was variable and depended on performance. In addition, the Committee allocated a greater portion of the Named Executive Officers’ variable compensation to Share-based LTI than to cash AVIP awards. LTI aligns executive and shareholder interests and encourages future contributions to performance. Ultimately, the value of LTI depends on future Company performance, including stock price performance.
The Committee endorsed a 2018 AVIP funding performance factor of 115.7% of target for the approximately 28,000 AVIP-eligible employees globally. After considering the strong year of financial performance, the continued progress on strategic initiatives, and that each Active Named Executive Officer (except the CEO) managed additional responsibilities over time, the Committee endorsed AVIP awards for each Named Executive Officer for 2018 that were higher than for 2017. Similarly, the Committee granted each Active Named Executive Officer (except the CEO) LTI in 2019 that was higher than the executive's prior awards.
The Compensation Committee awarded 70% of Executive Group members’ 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 Executive Group members' LTI in Restricted Stock Units and Stock Options also aligns with the value of Shares. As a result, the LTI granted in 2019, and the Executive Officers’ outstanding LTI, aligns executives’ potential rewards with shareholder returns.


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Compensation Discussion and Analysis

The following table presents a holistic view of the incentive compensation decisions for AVIP and LTI the Compensation Committee endorsed in early 2019 based on 2018 performance. It is not a substitute for the Summary Compensation Table.
The 2018 versus 2017 comparisons in this table reflect a variety of factors, including:
2017 Executive Officer AVIP awards were flat or notably lower than 2016 (e.g., 25% lower for the CEO) due to the Committee’s consideration of the Company’s 2017 operational challenges, TSR compared to peer companies, and other aspects of performance;
each Active Named Executive Officer (except the CEO) managed additional responsibilities over time; and
2018 AVIP funding was above target based on a strong year of financial performance, and higher than 2017.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation Committee Performance-Year Incentive Decisions
 
 
 
 
 
 
 
 
 
 
 
2018
 
2018 Increase
Versus 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
Base 
Salary  
Earned
($)
 
AVIP 
Award
($) (6)
 
LTI
($) (7)
 
Total 
Compen-
sation
($) (8)
 
AVIP 
Award
(9) 
 
LTI    
 
Total 
Compen-
sation
(10)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Steven A. Kandarian (1)
 
1,550,000

 
5,500,000

 
11,000,000

 
18,050,000

 
83%
 
0%
 
16%
 
 
John D. McCallion (2)
 
597,834

 
2,000,000

 
3,000,000

 
5,597,834

 
n/a
 
n/a
 
n/a
 
 
Michel A. Khalaf (3)
 
837,492

 
3,500,000

 
9,000,000

 
13,337,492

 
67%
 
157%
 
110%
 
 
Martin J. Lippert (4)
 
900,000

 
3,500,000

 
4,500,000

 
8,900,000

 
67%
 
29%
 
38%
 
 
Steven J. Goulart (5)
 
776,250

 
3,000,000

 
4,000,000

 
7,776,250

 
100%
 
33%
 
48%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
Mr. Kandarian’s 2018 Total Compensation reflected the Company’s strong financial performance in 2018 and significant progress on strategic and operational objectives.
2
Mr. McCallion was MetLife’s Executive Vice President and Chief Financial Officer for a portion of 2018. Mr. McCallion was not a Named Executive Officer in the Company’s 2018 Proxy Statement.
3
Mr. Khalaf’s 2018 Total Compensation reflected his first full year following his promotion to President U.S. Business and EMEA, and the Board took account of his impending CEO role, effective May 1, 2019, in determining his 2019 LTI.
4
Mr. Lippert’s 2018 Total Compensation reflected his first full year as head of MetLife Holdings as well as Global Technology and Operations.
5
Mr. Goulart’s 2018 Total Compensation reflected his service as interim head of Asia as well as continued service as Chief Investment Officer.
6
Reflects the AVIP award for 2018 performance paid in 2019, reported on the Summary Compensation Table. The AVIP Company performance factor was 115.7%.
7
The award value of LTI granted in 2019 is shown in this table. It is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 2020 Proxy Statement.
8
Total Compensation for 2018 comprises base salary earned during 2018, AVIP awards for 2018 performance, and award value of LTI granted in 2019.
9
Reflects the AVIP award for 2018 performance paid in 2019, compared with the award for 2017 performance paid in 2018, reported in the Company’s 2018 Proxy Statement on the Summary Compensation Table. The 2017 AVIP Company funding performance factor was 111.2%. However, 2017 executive AVIP awards reflected the Company's operational challenges.
10
Reflects Total Compensation for 2018, as described in note 8 above, compared to Total Compensation for 2017.
For more information, see "Aspects of Individual Performance."

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Compensation Discussion and Analysis

Aspects of Individual Performance
The Compensation Committee endorsed the Executive Group members’ AVIP awards for 2018 performance and LTI granted in 2019 considering the Company’s key financial performance goals and results as discussed in “Highlights of Business Results." The Compensation Committee also considered aspects of each executive’s performance in relation to established goals, including collective ownership for ensuring operational excellence, and progress on long-term strategic objectives to continue MetLife’s transformation into a simpler company that performs well in any environment. In addition, all compensation decisions were made within the context of MetLife’s executive compensation programs and framework and internal equity considerations, as well as alignment and appropriate competitive positioning against external market peers.
The AVIP awards for the Named Executive Officers for 2018 reflect individual performance against objectives established at the beginning of the year and in response to other challenges and opportunities that arose in 2018. The Named Executive Officers’ LTI granted in 2019 reflects individual performance, shared progress on strategic objectives (which are focused on improving TSR over time) as well expectations of future performance.



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Compensation Discussion and Analysis

Steven A. Kandarian, Chairman of the Board, President and CEO
The Committee and Independent Directors assessed Mr. Kandarian’s performance relative to established objectives as well as new challenges and opportunities that arose during 2018. Mr. Kandarian delivered successfully on:
Strategy Execution. Mr. Kandarian and his management team have continued to transform MetLife into a simpler company that can perform well in virtually any macroeconomic environment and deliver sustainable, superior long-term value creation. During 2018, the Company made significant progress on enterprise strategy, including executing its digital transformation, completing the final stage of the spinoff of Brighthouse Financial, and improving the Company’s remaining business portfolio risk profile. MetLife also made significant progress in enhancing an ownership culture.
Financial Performance. MetLife met or exceeded its key Core financial metrics for 2018. Mr. Kandarian and his team delivered strong performance against the Company's 2018 Business Plan, through solid underwriting, good volume growth, and disciplined expense management. Core Adjusted EPS grew 22% over 2017. MetLife’s 2018 Core Adjusted ROE was 12.8%. For 2017-2018, the two-year average Core Free Cash Flow as a percentage of Core Adjusted Earnings was 66%, in line with the two-year target range of 65-75%, allowing MetLife to return a total of $5.7 billion dollars to shareholders in 2018. See “Highlights of Business Results.”
Risk Management. The Company took multiple steps in 2018 to enhance its risk management framework, including tightening risk limits and controls, enhancing risk mitigation, and driving responsible growth.
Talent Management. Under Mr. Kandarian’s leadership, MetLife executed the CEO succession plan and filled other key senior leadership appointments, including a new CFO, new General Counsel, and new Presidents of Latin America and Asia, with internal talent.
Regulatory. Mr. Kandarian’s multi-year advocacy of prudent regulation culminated as the U.S. government ended its efforts to re-designate the Company a non-bank systemically important financial institution. In January, 2018, the U.S. Court of Appeals for the District of Columbia Circuit dismissed the U.S. government’s appeal of the district court decision rescinding MetLife’s designation. Mr. Kandarian vigorously championed this result as the right outcome for MetLife’s customers, employees and shareholders, as well as for the broader
 
financial system. Throughout, Mr. Kandarian advocated MetLife's role as a force for financial stability.
Operational Execution. In 2018, Mr. Kandarian continued to enhance operational excellence by remediating material weaknesses in internal control over financial reporting, and demonstrating continuing progress on the Company’s unit cost initiative. MetLife is on track to deliver $800 million of pre-tax annual expense margin improvement by 2020.
Corporate Responsibility. In 2018, Mr. Kandarian established a sustainability function and appointed a Chief Sustainability Officer to bring a coordinated approach to this important area. The Company’s June 2018 Corporate Social Responsibility report included MetLife’s first global pay equity statement. Leading organizations recognized MetLife’s ongoing commitment to sustainability as well as diversity and inclusion. For example, in 2018:
MetLife was named to the Dow Jones Sustainability Index (North America) for the third year in a row.
MetLife achieved a grade of “A minus” from CDP (formerly known as the Carbon Disclosure Project) for reporting and management of climate issues. This rating places MetLife in CDP’s top quartile “Leadership” category.
Bloomberg Gender Equity Index recognized MetLife to its Gender-Equality Index for the fourth year in a row.
Corporate Knights named MetLife among the world's top 100 Most Sustainable Companies.
The U.S. Business Leadership Network and American Association of People with Disabilities named MetLife to the "Best Places to Work for Disability Inclusion" and recognizing MetLife's efforts to provide a more inclusive workplace for people with disabilities.
The Company and the MetLife Foundation made a combined $44 million in grants, including $29 million for financial health efforts to help low-income individuals and families access safe and affordable financial products and services.
Notably, MetLife celebrated its 150th anniversary, a milestone very few companies achieve. Mr. Kandarian has consistently focused on taking significant financial, strategic and operational steps to enhance MetLife’s ability to thrive for another 150 years.

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Compensation Discussion and Analysis

Compensation :
The Committee endorsed an AVIP award for Mr. Kandarian for 2018 that was higher than for 2017, reflecting the Committee’s review of Mr. Kandarian’s 2018 contributions to the Company’s achievements in financial performance as well as progress on strategic and operational objectives.
Mr. Kandarian’s LTI in 2019 was the same as in 2018. This reflected Mr. Kandarian’s achievements that will have long-lasting impact on the Company beyond his 2019 retirement, including:
enhancing MetLife’s ability to perform well in virtually any economic environment;
completing the final stage of the Brighthouse Financial separation;
shedding MetLife’s designation as a systemically important financial institution;
 
boosting Core Free Cash Flow as a proportion of Core Adjusted Earnings and the value of new business written;
expanding capital-light businesses with high internal rates of return and shorter payback periods;
improving MetLife’s operational efficiency;
making critical investments in technology, including digital capabilities;
creating a new Corporate Social Responsibility function; and
creating a new “Workforce of the Future” development fund to increase employees’ digital skills.
MetLife is well-positioned to deliver long-term shareholder value to customers and shareholders alike.
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The Committee believes Mr. Kandarian’s Total Compensation appropriately reflects the Company’s and his individual performance.

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Compensation Discussion and Analysis

John D. McCallion, Executive Vice President and Chief Financial Officer
Mr. McCallion was appointed Executive Vice President and Chief Financial Officer effective May 1, 2018. He also served as Treasurer until his successor was appointed August 16, 2018.
2018 Contributions Include:
Ensured the Company exceeded its 2018 Business Plan for Core Adjusted Earnings, Book Value Per Share, Capital Deployed to New Business, and Value of New Business; maintained key capital adequacy ratios (National Association of Insurance Commissioners Combined Risk-Based Capital, Japan Solvency Margin Ratio) above minimums; delivered Core Free Cash Flow as a percentage of Core Adjusted Earnings within the 2018 two-year average target range.
Led establishment of management practices to ensure execution of savings commitments including mitigating execution risk and identifying an accelerated path to savings commitments.
Effectively managed the material weaknesses remediation; enhanced internal controls and escalation processes.
Planned and executed the financial aspects of the disposal of MetLife’s remaining stake in Brighthouse Financial.
 
Compensation:
Mr. Kandarian recommended, and the Committee endorsed, an AVIP award for 2018 and LTI that reflected Mr. McCallion's promotion to CFO, a strong year for MetLife as a whole, his performance relative to established goals and to peers, and external competitiveness.
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Compensation Discussion and Analysis

Michel A. Khalaf, President, U.S. Business and EMEA
In mid-2017, Mr. Kandarian promoted Mr. Khalaf to President of U.S. Business and EMEA, which together represent approximately 55% of the Company’s Core Adjusted Earnings for 2018. In January 2019, the Board appointed Mr. Khalaf the Company’s next President and Chief Executive Officer effective May 1, 2019 following Mr. Kandarian’s retirement.
Throughout 2018, Mr. Khalaf led the Group Benefits, Retirement and Income Solutions and Property & Casualty businesses in the U.S, the Global Employee Benefits business, and continued to lead the EMEA business.
2018 Contributions Include:
U.S. Business: Exceeded financial objectives including sales, Core Adjusted Earnings, Adjusted Premiums, Fees, and Other Revenues, and Core Adjusted Expense Ratio.
U.S. Business: Secured a $6 billion Pension Risk Transfer deal and won the largest Global Employee Benefits case in MetLife’s history.
EMEA: Exceeded financial objectives for Core Adjusted Earnings on a constant currency basis and Core Adjusted Expense ratio.
EMEA: Accelerated major restructuring in the second quarter of 2018, eliminating sub-regional management layer and offering career opportunities to top talent.
In both regions, the value of new business and savings through the unit cost initiative exceeded 2018 Business Plan goals.
 
Compensation:
Mr. Kandarian recommended, and the Committee endorsed, an AVIP award for his performance relative to his full-year 2018 responsibilities and accomplishments, and a strong year for MetLife as a whole. Mr. Khalaf's 2019 LTI reflects his performance throughout 2018 as well as his 2019 promotion to Chief Executive Officer.
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Compensation Discussion and Analysis

Martin J. Lippert, Executive Vice President, Global Technology & Operations
In 2018, Mr. Lippert continued as MetLife’s Global Head of Technology and Operations and head of MetLife Holdings. MetLife Holdings includes operations relating to products and businesses that we no longer actively market in the United States as well as the assumed variable annuity guarantees from our former operating joint venture in Japan.
2018 Contributions Include:
Delivered 2018 MetLife Holdings financial performance that exceeded the Business Plan goals for Core Adjusted Earnings and Core Adjusted Expense Ratio.
Surpassed Business Plan Net Promoter Score targets in U.S. customer solutions centers, earning J.D. Power recognition of MetLife’s Global Solutions Disability Intake team for providing “An Outstanding Customer Service Experience” for the Live Phone Channel,” placing MetLife in the top quartile of insurance contact centers and in the top 20 percent of contact centers across industries.
Leveraged MetLife’s Digital Accelerator and Digital Ventures Fund to develop potentially industry-disrupting technologies and invested in select start-up companies to bring new value to MetLife's customers.
Achieved 3 additional LEED Platinum certifications for a total of 21 LEED (Leadership in Energy and Environmental Design) certified offices across the globe.
 
Compensation:
Mr. Kandarian recommended, and the Committee endorsed, an AVIP award and LTI that are higher than the prior year, reflecting a strong year for MetLife Holdings and the Company as a whole, and progress advancing the Company’s global digital strategy.
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Compensation Discussion and Analysis

Steven J. Goulart, Executive Vice President and Chief Investment Officer
From November 2017 through August 2018, Mr. Goulart also served as interim head of the Asia business while he continued to lead MetLife Investments.
2018 Contributions Include:
Exceeded 2018 Business Plan Net Investment Income; completed multiple portfolio actions to support corporate initiatives and reduce portfolio risk.
Continued growth of MetLife Investment Management (MIM), achieving Business Plan goal for pre-tax adjusted earnings and MIM-record levels of certain assets it manages and related revenue.
Implemented restructuring of MetLife Investments, including integration of Logan Circle Partners into MIM and formation of Affiliated Insurance Companies investment management unit.
For 2018, the Asia Region met or exceeded Business Plan goals for Core Adjusted Earnings, on a constant currency basis, value of new business, and free cash flow through volume growth and expense efficiencies.
 
Compensation:
Mr. Kandarian recommended, and the Committee endorsed, an AVIP award and LTI that are higher than the prior year, reflecting a strong year for MetLife's Investments team and the Company as a whole, as well as Mr. Goulart’s effectiveness as interim head of the Asia Region.
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