DEF 14A 1 a2020metlifeproxy.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 28, 2020
Fellow Shareholders:
I write this letter while working from home, as the country and the world struggle to turn back a global pandemic whose social and economic effects, in the United States and the other countries where MetLife operates, are still largely ahead of us.
While we do not yet know the full dimension or duration of these still-emerging public health, social, and economic crises, as Chairman of MetLife I take comfort from the Company’s long institutional experience overcoming crises. One of the ways MetLife will manage now, as it has in the past, is by focusing on the business and the customers, partners, communities, and employees who sustain it. MetLife builds value for shareholders not in isolation from other stakeholders, but with them.
The Board’s long-standing and ongoing focus on risk management is proving invaluable as MetLife responds to COVID-19. The Company immediately launched well-rehearsed Business Continuity Plans globally, averting any core operating failures it was within our power to prevent, and transitioned quickly and seamlessly to a work-from-home model for employees in multiple markets. The Company implemented extensive Human Resources actions, including talent balancing and redeployment, to enable a better response to the impacts of COVID-19, and completed a 10-year senior notes offering, ensuring that the Company had more than significant liquidity to weather the crisis.
The Board, which has met and will continue to meet virtually and often throughout the crisis, is deeply engaged in reviewing these and other measures as part of the Company’s comprehensive response. Through this moment of crisis, I see MetLife emerging with a renewed confidence in its purpose, its leadership, and its future.
As we look toward the future, our CEO Michel Khalaf and senior executive team have been focused on both extending MetLife’s record of consistent execution and launching our Next Horizon strategy. The Company launched this strategy from a position of strength. MetLife’s earnings growth has been healthy, returns on equity have been above the Company’s cost of capital, and strong free cash flow allowed the Company to return roughly $4 billion to shareholders. With its three pillars of “focus, simplify, and differentiate,” and an abiding attention to generating free cash flow, the Next Horizon strategy will help MetLife expand upon the significant improvements it has made in recent years to its risk profile and business mix.
At the same time, we continue to look for ways to evolve the Board alongside the business. Last August, we welcomed Mark Weinberger, well known for his transformational leadership over a distinguished career as CEO of EY, who brings financial acumen, global operating experience, and deep insight into the challenges many large global companies face and how to address them. In June, we will say goodbye to Jim Kilts, whose contributions over his 15-year tenure have helped move MetLife onto the strong footing it enjoys today.
Even as the refreshment of our Board continues, however, our commitment to diversity, sustainability, and corporate social responsibility remains consistent.




MetLife’s Board has historically embraced a diversity of voices, experiences, and perspectives, the results of which are evident in our current composition. Diversity is a key consideration in our succession planning process and in our Board evaluation, as we affirmed in 2019 when searching for Directors and senior executives, including the CEO. The Board is deeply engaged with management on the Company’s diversity initiatives, to ensure MetLife is identifying top talent across all dimensions of diversity, continually developing and improving our diverse workforce, and appropriately supporting our talented employees through inclusive policies and practices. The Company’s global diversity and inclusion community, which includes executive champions, diversity councils, regional councils, and the Diversity Business Resource Networks (DBRNs), enables the engagement of 20,000 employees in championing diversity and inclusion across the Company. DBRNs offer peer support and career development resources for all employees, including women, veterans, people with different abilities, LGBTQ individuals, working families, and multicultural and young professionals. MetLife sponsors seven such networks through 43 chapters around the world. In August, Michel also signed the Business Roundtable’s new Statement on the Purpose of the Corporation, which echoes publicly the principles that have long guided MetLife’s approach to sustainability.
I began this letter by noting the sudden, breathtaking challenge this pandemic presents to the health of our employees, our communities, and the global economy. Let me close on a more hopeful – and what I believe will be a more enduring – note. Over the long-term – and 152 years certainly qualifies as the long-term – a successful business must become much, much more than its income statement at any given moment. Under this management team and Board, supported by MetLife’s talented, committed, and engaged employees around the world, I am confident that the Company’s focus on all of its stakeholders, the communities in which it operates, and the purpose it serves in the world, will bear the Company through this challenge as well.
I look forward to sharing highlights of that story with you a year from now.
Sincerely,
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R. Glenn Hubbard
Chairman of the Board
MetLife, Inc.




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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
   Place:
   200 Park Avenue
   New York, New York
   10166
 
   Date:
   June 16, 2020
 
   Time:
   2:30 p.m., Eastern Time
 
   Record Date:
   April 23, 2020
 
  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 2020;
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 23, 2020 will be entitled to vote at the meeting or any adjournment or postponement thereof.
We are monitoring coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health authorities and federal, state, and local governments. If we determine necessary, we will announce alternative arrangements for the Annual Meeting, which may include a change in venue or holding the meeting solely by means of remote communication. We will announce any such change and the details on how to participate by press release, which will be available on our website at https://investor.metlife.com, and filed with the Securities and Exchange Commission as additional proxy materials. Please check our website in advance of the meeting date if you are planning to attend in person. We retain the right, as always, to postpone or adjourn the meeting.
By Order of the Board of Directors,
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Jeannette N. Pina
Vice President and Secretary
New York, New York
April 28, 2020

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 16, 2020:
The accompanying Proxy Statement, the MetLife, Inc. 2019 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The directions to the location of the 2020 annual meeting of shareholders are available at https://investor.metlife.com under “Quick Links.”



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2020 Proxy Statement



PROXY STATEMENT
This Proxy Statement contains information about the 2020 annual meeting of shareholders (Annual Meeting) of MetLife, Inc. (including its corporate affiliates, where applicable, MetLife or the Company). The Company is providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors (the Board of Directors or the Board). It is sending certain shareholders a Notice of Internet Availability of Proxy Materials (Notice) on or about April 29, 2020. The Notice includes instructions on how to access the Proxy Statement, 2019 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 29, 2020. See “Accessing your proxy materials” in Information About the Annual Meeting, Proxy Voting, and Other Information for additional information.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
i
 

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2020 Proxy Statement



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
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2020 Proxy Statement



A NOTE ABOUT FINANCIAL 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)
 
2015
 
 
2016
 
 
2017
 
 
2018
 
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to MetLife, Inc.’s common shareholders
 
 
 
 
$
747

 
 
$
3,907

 
 
$
4,982

 
 
$
5,721

 
 
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share
 
 
 
 
$
0.67

 
 
$
3.62

 
 
$
4.91

 
 
$
6.06

 
 
Return on MetLife, Inc.’s common stockholder equity
 
 
 
 
1.0
%
 
 
6.3
%
 
 
9.6
%
 
 
9.8
%
 
 
Book value per common share
 
 
 
 
 
 
 
 
 
 
$
51.53

 
 
$
68.62

 
 
Expense ratio
 
24.6
%
 
 
22.9
%
 
 
21.7
%
 
 
18.9
%
 
 
19.9
%
 
 
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders
 
 
 
 
 
 
 
165
%
 
 
110
%
 
 
73
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (1)
 
218
%
 
 
57
%
 
 
 
 
 
 
 
 
 
 
 

1 As published; has not been modified for restatements, acquisitions or dispositions, discontinued operations or new accounting standards operations.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
 
($ in millions)
 
U.S.
 
Asia
 
Latin America
 
EMEA
 
MetLife Holdings
 
Corporate & Other
 
 
Adjusted earnings available to common shareholders
 
$
2,838

 
$
1,405

 
$
609

 
$
282

 
$
1,034

 
$
(401
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EMEA refers to Europe, the Middle East, and Africa.

 
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2020 Proxy Statement



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 Direct Expense Ratio;
Core Free Cash Flow; and
Core Free Cash Flow Ratio.
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. 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) interest on tax adjustments; and (5) tax adjustments. Notable Items represent a positive or negative impact to adjusted earnings available to common shareholders.
 
Core Free Cash Flow has also been modified for costs related to the separation of Brighthouse Financial from the Company (the Separation) (e.g., transaction costs).
Core Adjusted ROE also excludes accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA).
Core Direct Expense Ratio also excludes pension risk transfers.
Core Free Cash Flow Ratio is the ratio of Core Free Cash Flow to Core Adjusted Earnings.
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 2019 were based on Adjusted Earnings, but not modified for Notable Items or other Core modifications; and
2017-2019 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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2020 Proxy Statement



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 23, 2020
 
 
 
 
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.
 
 
 
 
 
 
 
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Internet
 
 
Telephone
 
 
Mail
www.proxyvote.com no later than
11:59 p.m., Eastern Time, June 15, 2020.
 
 
1-800-690-6903 until 11:59 p.m.,
Eastern Time, June 15, 2020.
 
 
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 the Company’s independent auditor for 2020
 
FOR
 
Majority of Shares voted
 
 
Advisory vote to approve compensation paid to the Company’s Named Executive Officers
 
FOR
 
Majority of Shares voted
 
 
 
 
 
 
 
 


 
1
 

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2020 Proxy Statement



Next Horizon Strategy
MetLife launched
its Next Horizon strategy
from a position of strength, deriving value
from globally-diversified, market-leading businesses.

MetLife’s Next Horizon strategy drivers are
Focus, Simplify, and Differentiate.

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2020 Proxy Statement




MetLife’s Position of Strength

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The Core Adjusted ROE improvement is measured from January 1, 2016 to year-end 2019.
The Core Free Cash Flow Ratio for the 2012-2013 average is without modification for acquisitions or dispositions, discontinued operations, or new accounting standards operations.
The Value of New Business (VNB) increase is a compounded annual growth rate from 2016 to 2019.





 
3
 

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2020 Proxy Statement



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4
 

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2020 Proxy Statement



MetLife’s Globally-Diversified, Market-Leading Businesses

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Regional percentages of 2019 Core Adjusted Earnings, excluding Corporate & Other. U.S. includes MetLife Holdings.



 
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2020 Proxy Statement



Executive Pay for Performance
The Company maintained its pay for performance practices in 2019. The vast majority of the Total Compensation for the full-year Named Executive Officers for 2019 performance was variable and depended on performance. The Named Executive Officers are the individuals listed in the Summary Compensation Table.
MetLife’s compensation design continues to align its executives and other senior management with shareholder value. Most of the Total Compensation of MetLife’s executive officers (the Executive Officers or the Executive Group) depends directly on Share value and performance, and 70% of their stock-based long-term incentives (LTI) depends on performance against Business Plan goals and Total Shareholder Return relative to competitors.
MetLife’s Compensation Committee maintained focus on 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 2019.
ü
approving funding for MetLife Annual Variable Incentive Plan (AVIP) at 105.8% of target, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
ü
approving the settlement of 2017-2019 Performance Shares at 91.4% of target, reflecting an improvement over the prior period (2016-2018) payout largely due to improved Adjusted Return on Equity relative to Business Plan while Total Shareholder Return (TSR) relative to competitors remained the same (near median).
ü
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
ü
incorporating 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.

 
6
 

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2020 Proxy Statement



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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2020 Proxy Statement



Shareholder Engagement
In 2019, in addition to the ongoing outreach of the Company’s Investor Relations team, CEO and Chief Financial Officer (CFO), MetLife conducted its annual governance-focused shareholder engagement process led by the Corporate Secretary and involving the Chief Sustainability Officer and Senior Vice President, Executive Compensation. The Company invited holders of approximately 46.1% of MetLife outstanding shares (not including MetLife Policyholder Trust shares) to meet either in person or telephonically to share their views on issues important to them, and ultimately engaged with holders of approximately 13.3% of MetLife outstanding shares (not including MetLife Policyholder Trust shares). Many shareholders who declined an invitation to engage stated that they had no concerns which merited engagement. No shareholder expressed concerns about the Company’s executive compensation or governance structure.
Diversity, inclusion, and sustainability, including sustainable investing and sustainability disclosure, were top-of-mind among those shareholders with whom the Company engaged. In response to their feedback, the Company has enhanced its sustainability disclosure including in this proxy statement. For more information about the Company’s sustainability efforts and achievements, see “Sustainability at MetLife.”
The Company continues to believe shareholder engagement is an important component 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.


 
8
 

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2020 Proxy Statement



Sustainability at MetLife

MetLife’s Sustainability group is led by the Chief Sustainability Officer, who periodically reports to the Governance and Corporate Responsibility Committee. The Sustainability group has responsibilities relating to, among other things:
MetLife’s annual corporate responsibility report;
MetLife’s index of disclosures aligned to the Global Reporting Initiative requirements, a widely-adopted and established framework for corporate sustainability reporting; and
MetLife Foundation, the primary mission of which is to build financial health for underserved people and communities.

MetLife’s notable achievements during 2019 include the following:
First U.S.-based insurer to sign on to the United Nations Women’s Empowerment Principles.
Signed on to the CEO Action for Diversity & Inclusion and the Catalyst CEO Champions for Change, two major initiatives to advance women in leadership and accelerate diversity, inclusion, and gender equality in the workplace.
Recognized by the McKinsey & Company Women in the Workplace 2019 report for MetLife’s Developing Women’s Career Experience, a 14-month program for high-potential female employees that helped many participants expand their roles and responsibilities, and resulted in increased representation of female managers at MetLife.
Established MetLife’s first comprehensive statement on climate change and committed to support solutions for this critical issue.
Achieved Carbon Neutrality across MetLife’s global offices, Auto & Home vehicle fleet, and business travel for fourth consecutive year.
MetLife Investment Management (MIM), the Company’s third-party asset management business, signed the Principles for Responsible Investment and formed a cross-functional environmental, social, governance Integration Council.
Increased MIM assets under management in green investments, infrastructure, municipal bonds, and impact and affordable housing investments to over $58 billion as of year-end 2019.
MetLife employees spent more than 106,000 hours volunteering for community initiatives.
Additionally, during the recent COVID-19 pandemic, MetLife responded by committing $25 million from MetLife Foundation to address food insecurity, public health, and basic needs in the communities where it does business; donating healthcare-related materials including masks, hand sanitizers, and disinfecting wipes where they were needed most; and offering the use of MetLife facilities to hospitals and other medical providers.
The Company has been recognized by third parties for success across multiple areas, including:
Recognized by Women’s Forum of New York as “Corporate Champion” for high representation of women on our Board.
Received leadership grade (A-) on climate change in the annual CDP Investor Report for the fourth consecutive year, placing MetLife in the top 6% of companies.
Earned Energy Star Partner of the Year Award from the U.S. Environmental Protection Agency for the Company’s commitment to energy efficiency.
Listed among Fortune magazine’s “World’s Most Admired Companies.”
Ranked #19 (among 300 companies), and highest-rated insurer, on Newsweek’s inaugural “Most Responsible Companies” list, which considers performance indicators related to environmental, social, and governance (ESG) topics.
Listed on the Bloomberg Gender Equality Index for the fifth consecutive year, which evaluates companies on their employee policies, representation of women within leadership, product offerings for women, and community engagement.
Listed as one of America’s Top Corporations for Women’s Business Enterprises by the Women’s Business Enterprise National Council for demonstrating a sustained commitment to the inclusion of women-owned businesses in the Company’s supply chains.

 
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2020 Proxy Statement



Included on the FTSE4Good Index and named to the Dow Jones Sustainability Index (North America) for the fourth consecutive year.

Carbon Neutrality means eliminating or offsetting all greenhouse gas (GHG) emissions across a company’s operations. For MetLife, this goal applies to GHG emissions from all of MetLife’s owned and leased properties across the world, as well as its fleet of automobiles in the Auto & Home business line (Scope 1 and 2 Emissions). The goal also applies to the company’s employee business travel (Scope 3 emissions).




 
10
 

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2020 Proxy Statement



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 Chairman of the Board

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 (“clawback”) 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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2020 Proxy Statement



 
 
 
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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12
 

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2020 Proxy Statement



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

 
13
 

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2020 Proxy Statement



The following table provides summary information about each Director nominee. The designations below will be effective June 16, 2020, immediately following the Annual Meeting, provided that each Director is re-elected.
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2020 Proxy Statement




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2020 Proxy Statement



PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 2021 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 13 members serving terms of office ending at the Annual Meeting. One current member, James M. Kilts, will not seek re-election at the Annual Meeting.
Each Director nominee is currently serving as a MetLife Director and has agreed to continue to serve if elected. The Board of Directors has no reason to believe that any nominee would be unable to serve if elected. However, if for any reason a nominee should become unable to serve at or before the Annual Meeting, the Board could
 
reduce 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, and will accordingly not have authority to fill the vacancy resulting from the departure of Mr. Kilts.
Each of the Director nominees also serves 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.
In light of the individual skills and experiences of each of our Director nominees, the Board of Directors has concluded that each Director nominee should be elected at the Annual Meeting and recommends that you vote FOR the election of each of the Director nominees.


 
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2020 Proxy Statement



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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds, and cognitive diversity, though the Company does not have a formal Board diversity policy. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board.
 
In August 2019, the Company welcomed Mark A. Weinberger to its Board. As described in Director Nominees, Mr. Weinberger is the former Global Chairman and Chief Executive Officer of EY, and he brings financial expertise and extensive experience in executive leadership and government service to the Board. In the last five years, the Company has refreshed approximately half of its Board.
 
Six new directors
since 2015
 
 
 
 
 
 

 
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2020 Proxy Statement




Director Nominees
 
 
 
 
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Cheryl W. Grisé
age 67, 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_imagf29.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_imagf22.jpgOther Professional and Leadership Experience:
Trustee Emeritus, University of Connecticut Foundation
• Trustee Emeritus, Kingswood Oxford School
Senior Fellow, American Leadership Forum

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

Prior public company directorships (past five years): Pall Corporation
a2018metlifeproxyfin_imagf42.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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Carlos M. Gutierrez
age 66, 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_imagf29.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_imagf22.jpgOther Professional and Leadership Experience:
Chairman, National Foreign Trade Council
Member, U.S. Chamber of Commerce’s U.S.-India Business Council
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_imagf42.jpgEducation:
Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies

 
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Gerald L. Hassell
age 68, 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_imagf29.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_imagf22.jpgOther Professional and Leadership Experience:
Member of:
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
Board of Directors, Duke University Health System

Other public company directorships: Comcast Corporation

Prior public company directorships (past five years): BNY Mellon
a2018metlifeproxyfin_imagf42.jpgEducation:
B.A., Duke University
M.B.A., New York University Stern School of Business

 
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David L. Herzog
age 60, 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_imagf29.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, an insurance company (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, an insurance company (1987 – 1991)
Coopers & Lybrand, an accounting firm and a predecessor firm of PricewaterhouseCoopers LLP (1982 – 1987)
 
a2018metlifeproxyfin_imagf22.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_imagf42.jpgEducation:
B.S., University of Missouri-Columbia
M.B.A., University of Chicago Booth School of Business

 
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R. Glenn Hubbard, Ph.D.
age 61, Dean Emeritus and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University, and Professor of Economics, Faculty of Arts and Sciences, Columbia University
 

Independent Chairman of the Board
Director since 2007
As an economic policy advisor to the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions and emergent regulations, and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions and developing regulations, and economic policies may impact MetLife’s investments, businesses, and operations worldwide.
 
Primary
Qualifications
 
Corporate Governance / Public Company Board Investments
Regulated Industry / Government
Corporate Affairs
 
a2018metlifeproxyfin_imagf29.jpgProfessional Highlights:
Columbia University
– Dean Emeritus, Graduate School of Business (2019 – Present)
Dean, Graduate School of Business (2004 – 2019)
Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present)
Professor of Economics, Faculty of Arts and Sciences (1997 – Present)
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_imagf22.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 or registered investment company directorships: Automatic Data Processing, Inc.; BlackRock Fixed Income Funds (a fund complex comprised of 109 mutual funds)

Prior public company directorships (past five years): KKR Financial Holdings LLC
a2018metlifeproxyfin_imagf42.jpgEducation:
B.A. and B.S., University of Central Florida
Ph.D. and A.M., Harvard University


 
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Edward J. Kelly, III
age 66, 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_imagf29.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_imagf22.jpgOther Professional and Leadership Experience:
Lecturer, University of Virginia School of Law

Other public company directorships: Citizens Financial Group

Prior public company directorships (past five years): CSX Corporation; XL Group Ltd
a2018metlifeproxyfin_imagf42.jpgEducation:
A.B., Princeton University
J.D., University of Virginia School of Law


 
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William E. Kennard
age 63, 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_imagf29.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_imagf22.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_imagf42.jpgEducation:
B.A., Phi Beta Kappa, Stanford University
J.D., Yale Law School

 
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Michel A. Khalaf
age 56, President and Chief Executive Officer, MetLife, Inc.
 

Director since 2019
Mr. Khalaf brings to the Board deep knowledge of the insurance industry, an entrepreneurial spirit, and strong leadership skills, which he developed during his long and successful career in the life insurance industry. With significant global experience spanning Europe, Middle East and Africa (EMEA), Asia, and the U.S., he has excelled across a wide range of markets, businesses, and cultures. Since joining MetLife in 2010 with the acquisition of American Life Insurance Company (Alico), he has driven innovation, capital efficiency, and profitable growth in the markets he has led.
 
Primary
Qualifications
 
Executive Leadership
Global Literacy
Financial Services
Regulated Industry / Government
 
a2018metlifeproxyfin_imagf29.jpgProfessional Highlights:
MetLife, Inc.
President and Chief Executive Officer (May 2019 - Present)
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_imagf22.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_imagf42.jpgEducation:
B.S., Engineering, Syracuse University
M.B.A., Finance, Syracuse University



 
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Catherine R. Kinney
age 68, 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_imagf29.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, NYSE (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008)
Ms. Kinney joined the NYSE in 1974 and held management positions in several divisions, with responsibility for all client relationships (1996 – 2007), trading floor operations and technology (1987 – 1996), and regulation (2002 – 2004)
 
a2018metlifeproxyfin_imagf22.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
Former Trustee, Georgetown University

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

Prior public company directorships (past five years): NetSuite, Inc.
a2018metlifeproxyfin_imagf42.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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Diana L. McKenzie
age 55, Former Chief Information Officer, Workday, Inc.
 

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_imagf29.jpgProfessional Highlights:
• Metis Strategy, a consulting firm
– Executive in Residence (August 2019 – Present)
• Brighton Park Capital, an investment firm
– Senior Advisor (July 2019 – Present)
• Workday, Inc., a cloud based financial management and human capital management and planning software company
Chief Information Officer (February 2016 – July 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_imagf22.jpgOther Professional and Leadership Experience:
• Executive Advisor, World 50 CIO Community    
• 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.

Other public company directorships: Change Healthcare
a2018metlifeproxyfin_imagf42.jpgEducation:
B.S., Purdue University
Information Technology Management Program, University of California, Los Angeles


 
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Denise M. Morrison
age 66, 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_imagf29.jpgProfessional Highlights:

Senior Advisor, PSP Capital, a private equity firm (2019 – Present)
• 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)
Various sales management positions, The Procter & Gamble Company, a consumer products company (1975 – 1982)
 
a2018metlifeproxyfin_imagf22.jpgOther Professional and Leadership Experience:
 
Trustee, Boston College
• Member, Advisory Board, Tufts University Friedman School of Nutrition Science and Policy
• Member, Business Council
Member, Advisory Council, Just Capital
Former Co-Chair, Boards of Directors, Consumer Goods Forum
Former Member, Board of Directors, Catalyst
Former member, 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_imagf42.jpgEducation:

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

 
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Mark A. Weinberger
age 58, Former Global Chairman and Chief Executive Officer, EY
 

Director since 2019
Mr. Weinberger brings his experience leading a global organization, working at the highest levels of government, and as an entrepreneur to MetLife. During Mr. Weinberger’s tenure as the Global Chairman and CEO of EY, a leading global professional services organization, he championed increasing diversity at all levels and creating a more inclusive culture. Mr. Weinberger provides a unique lens to the MetLife boardroom, having served throughout his career in a variety of diverse leadership roles, including as Chairman and Chief Executive Officer, operating executive, government leader, advisor, and startup founder.
 
Primary
Qualifications
 
Executive Leadership
Financial Expertise, CFO and Audit
Corporate Governance / Public Company Board
Corporate Affairs
 
a2018metlifeproxyfin_imagf29.jpgProfessional Highlights:

EY, a leading global professional services organization
– Global Chairman and Chief Executive Officer (July 2013 – June 2019)
Global Chairman and CEO-elect (January 2012 – June 2013)
Global Vice Chairman, Tax (July 2008 – March 2012)
Various other leadership positions (1987 – 2008)
Assistant Secretary of the U.S. Department of the Treasury (Tax Policy) (2001 – 2002)
Co-Founder and Principal, Washington Counsel, P.C., a law and legislative advisory firm (1996 – 2000)
Partner, Oldaker, Ryan & Leonard, a law firm (1995 – 1996)
Chief of Staff, U.S. President Bill Clinton’s Bipartisan Commission on Entitlement and Tax Reform (1994)
Chief Tax and Budget Counsel, U.S. Senate (1991 – 1994)


 
a2018metlifeproxyfin_imagf22.jpgOther Professional and Leadership Experience:
 
Strategic Advisor, FCLTGlobal
Member of numerous professional and civic organizations, including:
Board of Trustees, U.S. Council for International Business
Board of Trustees, Emory University
Board of Trustees, Case Western Reserve University
Former Audit Committee Chair and Member of the Board of Directors, U.S. Business Roundtable
• Former Audit Committee Chair and Member of the Board of Directors, Catalyst

Other public company directorships: Johnson & Johnson; Saudi Aramco
a2018metlifeproxyfin_imagf42.jpgEducation:

B.A., Emory University
M.B.A. and J.D., Case Western Reserve University
L.L.M., Georgetown University Law Center
Honorary Doctorate, American University


 
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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;
Director membership on other public company boards;
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-us/corporate-governance under “Corporate Governance Guidelines.”

 
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2020 Proxy Statement



Information About the Board of Directors
Composition and Independence of the Board of Directors. The Board currently consists of 13 Directors, 12 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 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’s Corporate Governance Guidelines, which are available on MetLife’s website at www.metlife.com/about-us/corporate-governance under “Corporate Governance Guidelines.”
The Board has affirmatively determined that all of the Directors, other than Michel A. Khalaf, the Company’s President and CEO, are Independent Directors. Steven A. Kandarian, who served as a Director until his retirement in April 2019, was not an Independent Director due to his service as the Company’s former CEO.
Board Leadership Structure. The Board of Directors believes it is important to maintain flexibility in its Board leadership structure. The Board has determined that the best and most effective leadership structure for MetLife and its shareholders at this time is to have separate chief executive officer and chairman roles. This structure enhances the Board’s ability to exercise independent oversight of MetLife management on behalf of its shareholders.
R. Glenn Hubbard has served as the Company’s Chairman of the Board since May 1, 2019. The Board elected Dr. Hubbard to serve as Chairman of the Board on the strength of his leadership qualities, understanding of global economic conditions and markets, and expertise in public policy and regulatory developments.
 
The Chairman’s duties and responsibilities focus on promoting sound corporate governance practices and fostering a culture of effective oversight on behalf of the Company’s shareholders. These duties and responsibilities include:
presiding over Board of Directors meetings and executive sessions of 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.
The Company’s 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.
In addition, each of the Board Committees (with the exception of the Executive Committee) is chaired by an Independent Director with demonstrated expertise in the responsibilities of that Committee and strong leadership skills. Each of the Committees (except the Executive

 
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Committee) is also composed entirely of Independent Directors.
The successful partnership between the independent Chairman of the Board, Committee Chairs, Independent Directors and the CEO provides the Company with strong leadership and effective independent oversight of the Company and management. This demonstrates to the Board that this leadership structure is in the best interests of the Company and its shareholders at this time.
The Board also has robust Committee chair rotation practices. Since December 2016, it has appointed new chairs of the Compensation Committee, Governance and Corporate Responsibility Committee, Audit Committee, Finance and Risk Committee, and Investment Committee.
Executive Sessions of Independent Directors. At each regularly scheduled Board of Directors meeting, the Company’s Independent Directors meet in executive session without management present. The independent Chairman of the Board presides over the executive sessions of the Independent Directors.
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 2021 annual meeting of shareholders must be received by the Corporate Secretary of MetLife, Inc. no earlier than January 17, 2021 and no later than the close of business on February 16, 2021 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-us/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 CEO and the senior executives of the Company. The Board believes that the continuing development of the Company’s managerial leadership is critically important to the Company’s success. The Board, in coordination with the Governance and Corporate Responsibility Committee, periodically reviews the skills, experience, and development plans of the Company’s senior leaders who may ultimately be candidates for senior executive positions. The Directors meet regularly with senior leaders in the context of Board business, giving them an opportunity to assess the qualifications of these individuals. In addition, the Board plans for executive succession to ensure that the Company will have managerial talent available to replace current executives when that becomes necessary.
Under the Chairman of the Board’s leadership, 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

 
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Assessment report, which summarizes the results of the Company’s analysis of its current and future risks, on an annual basis. The Committee coordinates its oversight with the efforts of the Chief Risk Officer (who oversees and coordinates risk assessment and mitigation enterprise-wide) and other members of management. It also coordinates management oversight with the other Board Committee Chairs.
The Audit Committee provides oversight of and 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 consolidated financial statements. The Audit Committee also assists the Board in fulfilling its responsibility to oversee the Company’s compliance with legal and regulatory requirements, 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 Compensation Committee is responsible for reviewing the Company’s compensation practices and overseeing risk management with respect to the Company’s compensation arrangements. As part of these duties, 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, regulatory, and corporate responsibility 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. James M. Kilts, who will not stand for reelection and is therefore not included in that discussion, serves on the Compensation Committee, Investment Committee, and Governance and Corporate Responsibility Committee.
Board Meetings and Director Attendance. In 2019, the Board held seven meetings and the MetLife Board Committees held a total of 32 meetings. Each of the current Directors who served during 2019 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 https://www.metlife.com/about-us/corporate-governance/.
Audit Committee. The Audit Committee oversees:
the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements;
the adequacy of the Company’s internal control over financial reporting;
the integrity of the Company's consolidated financial statements;
the qualifications and independence of the Company's independent auditor;
the appointment, retention, performance, and compensation of the Company's independent auditor and the performance of the internal audit function; and
the Company’s compliance with legal and regulatory requirements.
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 existing, new or changing critical audit matters, critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles, the adequacy of the Company’s internal control over financial reporting, and the Company’s practices with respect to non-GAAP financial information. The Audit Committee discusses the Company’s earnings press releases and related
 
practices with management in advance of such disclosure. 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 ten times in 2019. The Audit Committee’s activities during 2019 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, Edward J. Kelly, III, and Mark A. Weinberger.
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;
approves the corporate goals and objectives relevant to the CEO’s Total Compensation, evaluates the CEO’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the CEO’s Total Compensation level based on such evaluation;
reviews, and recommends for approval by the Board, the Total Compensation of each person who is an “executive officer” of the Company under the Exchange Act and related regulations or an “officer” of the Company under Section 16 of the Exchange Act and

 
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related regulations, including their base salaries, annual incentive compensation, and stock-based long-term incentives (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 (“clawback”) 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 CEO or other Company officers any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. 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 seven times in 2019.
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. Before the Compensation Committee retains or obtains the advice of an external advisor, it considers factors related
 
to that person’s independence, including the factors that the Corporate Governance Standards of the NYSE require. 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 provided the Compensation Committee with information and data covering competitive market compensation levels and mix, and overall market trends about executive compensation. Meridian 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 to provide any other services to the Company. Meridian did not provide any such other services in 2019.
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

 
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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 CEO and the Executive Vice President, and Chief Human Resources Officer in those processes are described in the Compensation Discussion and Analysis.
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 2019, 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 2019.
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 five times in 2019. For further discussion of the Finance and Risk Committee’s responsibilities for oversight of risk management, see “Risk Management Oversight” in Information about the Board of Directors.

 
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Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee:
assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
develops and recommends to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
ensures there is an adequate process for the Board to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and Chief Actuary;
oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
oversees the Company’s policies concerning its corporate citizenship programs, including the Company's activities related to sustainability, environmental stewardship, and corporate responsibility.
Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors on the Board’s and its Committees’ performance, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. The Committee reports these results to the full Board for discussion, and the Board also considers topics recommended by Directors for future Board and Committee meetings. In addition, the Board conducts biennial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director.
 
The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. Under its charter, the Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. Mr. Kandarian participated in Board consideration and approval of Dr. Hubbard’s independent Chairman retainer fee. None of the Company’s Executive Officers had any other role in determining or recommending the amount or form of non-employee Director compensation for 2019. The Board engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2019. For more information on Director Compensation, see Director Compensation.
The Governance and Corporate Responsibility Committee also oversees the management and mitigation of risks related to failure to comply with required or appropriate corporate governance standards.
The Governance and Corporate Responsibility Committee Charter provides a more detailed description of the role and responsibilities of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee met six times in 2019.
Director Nomination. In 2019, the Governance and Corporate Responsibility Committee led the recruitment of Mark A. Weinberger to the Board.
Investment Committee. The Investment Committee oversees the management of the Company’s investment activities and, on a consolidated basis, of the Company and all of its direct and indirect subsidiaries. In performing its oversight responsibilities, the Committee reviews reports from the investment officers on (i) the investment activities and performance of the investment portfolios of MetLife and its subsidiaries; and (ii) the conformity of investment activities with the Investment Committee’s general authorizations and investment guidelines. The Investment Committee, in coordination with the Finance and Risk Committee, also oversees the management and mitigation of risks associated with the Company’s investment portfolios and of the consolidated enterprise. The Investment Committee met five times in 2019.

 
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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 CEO 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 CEO reviews, approves, or ratifies related person transactions involving Executive Officers of the Company (other than the CEO) or any of their immediate family members. The CEO may refer any such transaction to the Governance and Corporate Responsibility Committee for review, approval, or ratification if he believes that such referral would be appropriate.
The Governance and Corporate Responsibility Committee or the CEO will approve a related person transaction if it 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.
Related Person Transactions
The Company has no required disclosure under Regulation S-K item 404(b).

Codes of Conduct
Financial Management Code of Business Ethics. The Company has adopted the MetLife Financial Management Code of Business Ethics, a “code of ethics” as defined under the rules of the SEC that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and all professionals in finance and finance-related departments. A current, printable version of the Financial Management Code of Business Ethics is available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct by selecting the appropriate link under the heading “Reports.”
Directors’ Code of Business Conduct and Ethics and Code of 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, including the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. 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
MetLife expects each Non-Management Director to achieve Share ownership of at least five times the cash component of the annual retainer by December 31 of the year in which the fifth anniversary of election to the Board occurs. As of January 2, 2020, 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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Sustainability at MetLife
MetLife’s Sustainability group is led by the Chief Sustainability Officer, who periodically reports to the Governance and Corporate Responsibility Committee. The Sustainability group has responsibilities relating to, among other things:
MetLife’s annual corporate responsibility report;
MetLife’s index of disclosures aligned to the Global Reporting Initiative requirements, a widely-adopted and established framework for corporate sustainability reporting; and
MetLife Foundation, the primary mission of which is to build financial health for underserved people and communities.
MetLife’s Sustainability Strategy
MetLife is committed to promoting a more secure future for individuals, families, and communities around the world. The Company demonstrates its commitment to operating responsibly through the security MetLife provides customers, the claims MetLife pays during times of need, its activities and investments in the communities that the Company serves, and MetLife’s long-term investments in the broader economy.
    
Sustainability is about managing business and responsibly delivering long-term value for all stakeholders. For MetLife, sustainability is about achieving a positive societal impact while improving the long-term sustainability of the Company. In 2019, MetLife built out its newly-created sustainability function and developed a comprehensive strategic approach to environmental, social, and governance (ESG) issues. These priorities were determined based on input from institutional shareholders and other external stakeholders, research into leading practices, benchmarking of peer companies, and feedback from employees and business
 
leaders at MetLife, among others. The result is a strategic focus that enhances the value propositions for stakeholders, supports the Company’s corporate purpose statement, enhances the MetLife brand, and supports its businesses. MetLife’s sustainability efforts emphasize its role as:

A responsible investor, managing a long-term, value-creating portfolio, and embedding ESG principles in its decision-making;
A market leader in insurance and financial services, providing specialized products, services, and solutions tailored to the specific needs of each market to provide financial health, protection, and opportunity;
A preferred employer, committed to diversity and inclusion, gender equality, and employee wellbeing;
A responsible steward of the environment, dedicated to reductions in waste, energy use, and GHG emissions, and an increase in Renewable Sources of Energy; and
A force for good through philanthropy and volunteerism, contributing millions of dollars and more than 100,000 hours of employee time to building and supporting communities.

MetLife is committed to operating responsibly and promoting transparency. Each year, the Company publishes a Global Impact Report, its annual Corporate Responsibility Report. The report is prepared consistent with the standards of the Global Reporting Initiative, a nonprofit organization that establishes standards for sustainability reporting. To learn more about MetLife’s sustainability efforts and view the report, visit www.metlife.com/corporate-responsibility.
Renewable Sources of Energy encompass solar, wind, hydropower, biomass, geothermal resources, and hydrogen derived from renewable resources.


 
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Director Compensation in 2019 (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
 
Fees Earned or
Paid in Cash
($)
 
 
Stock
Awards
($) (2)
 
 
All Other
Compensation
($)
 
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cheryl W. Grisé (3)
 
 
175,096

 
 
150,035

 
 
1,717

 
 
326,848

 
 
Carlos M. Gutierrez
 
 
150,000

 
 
150,035

 
 
1,717

 
 
301,752

 
 
Gerald L. Hassell
 
 
150,000

 
 
150,035

 
 
1,717

 
 
301,752

 
 
David L. Herzog (3)
 
 
190,000

 
 
150,035

 
 
1,717

 
 
341,752

 
 
R. Glenn Hubbard, Ph.D. (4)
 
 
275,000

 
 
238,525

 
 
6,717

 
 
520,242

 
 
Edward J. Kelly, III (3)
 
 
185,000

 
 
150,035

 
 
1,717

 
 
336,752

 
 
William E. Kennard (3)
 
 
175,000

 
 
150,035

 
 
1,717

 
 
326,752

 
 
James M. Kilts (3)
 
 
179,423

 
 
150,035

 
 
6,717

 
 
336,175

 
 
Catherine R. Kinney
 
 
150,000

 
 
150,035

 
 
6,717

 
 
306,752

 
 
Diana L. McKenzie
 
 
150,000

 
 
150,035

 
 
1,717

 
 
301,752

 
 
Denise M. Morrison (3)
 
 
150,481

 
 
150,035

 
 
1,717

 
 
302,233

 
 
Mark A. Weinberger (5)
 
 
48,626

 
 
48,679

 
 
793

 
 
98,098

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
The Directors included in this table, and the discussion pertaining to it, are limited to those who served as Non-Management Directors during 2019. Mr. Kandarian and Mr. Khalaf were compensated as employees for 2019, and received no compensation for their service as members of the Board of Directors. For information about compensation for Mr. Kandarian and Mr. Khalaf for 2019, see the Summary Compensation Table and the accompanying discussion.
2
The reported dollar amounts are 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 is the number of Shares granted multiplied by the NYSE closing price of a Share on the grant date:
 
 
 
 
 
 
 
 
 
 
 
 
Grant Date Fair Value
($)
 
 
 
 
 
 
 
 
 
 
 
  Grant Date
 
R. Glenn Hubbard, Ph.D.
 
Mark A. Weinberger
 
Each Other Non-Management Director
 
 
January 2, 2019
 
37,503

 
0

 
37,503

 
 
April 1, 2019
 
37,511

 
0

 
37,511

 
 
May 1, 2019
 
25,963

 
0

 
0

 
 
June 18, 2019
 
68,779

 
0

 
37,507

 
 
August 21, 2019
 
0

 
11,165

 
0

 
 
October 1, 2019
 
68,769

 
37,514

 
37,514

 
 
 
 
 
 
 
 
 
 



 
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3
During 2019, Mr. Herzog served as Audit Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, and Mr. Kennard served as the Investment Committee Chair. Ms. Grisé served as Governance and Corporate Responsibility Committee Chair from January until December 2019, and Mr. Kilts served as the Compensation Committee Chair from January until December 2019. In December 2019, Ms. Morrison became the Governance and Corporate Responsibility Committee Chair, and Ms. Grisé became the Compensation Committee Chair. Each received additional net cash retainer fees, prorated by period as applicable, as described under “Fees Earned or Paid in Cash and Stock Awards.”
4
Dr. Hubbard served as independent Lead Director from January until April 2019 and was paid a prorated portion of the annual Lead Director cash retainer fee of $50,000. In May 2019, Dr. Hubbard became the independent Chairman of the Board upon Steven A. Kandarian’s retirement.
5
Mr. Weinberger joined the Board of Directors in August 2019.

 

 
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Fees Earned or Paid in Cash and Stock Awards The Company pays each active Non-Management Director a retainer at an annual rate of $300,000 in four installments. The Company also pays the independent Chair of the Board an additional retainer at an annual rate of $250,000 in four installments. One-half of each installment is payable in cash. The other half is payable in Shares. The grant date fair value of the Share award was slightly higher than one-half of the total because the Company rounded up to a whole number of Shares payable to the Director.
In addition, the Company pays cash retainer fees (unchanged from 2018) to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments:
 
 
 
 
 
 
Committee
 
Retainer for
Committee Chair
($)
 
 
 
 
 
 
 
Audit Committee
 
40,000

 
 
Finance and Risk Committee
 
35,000

 
 
Compensation Committee
 
30,000

 
 
Governance and Corporate
Responsibility Committee
 
25,000

 
 
Investment Committee
 
25,000

 
 
 
 
 
 
The Governance Committee is responsible for reviewing the compensation and benefits of the Company’s Non-Management Directors and recommending any changes to the Board. During 2019, 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. Share awards granted to the Non-Management Directors as part of their annual retainer vest and become deliverable immediately upon their grant. As a result, no Share awards were outstanding for any of the Non-Management Directors as of December 31, 2019. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2019.
Some Non-Management Directors have chosen to defer the receipt of all or part of their retainer fees under the MetLife Non-Management Director Deferred Compensation Plan. Each director chooses to receive deferrals at a later date the director specifies or when ceasing to serve as a Director. MetLife credits any Deferred Shares with imputed reinvested dividends at times and rates it pays dividends on Shares.
All Other Compensation
The Non-Management Directors’ 2019 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 2019. This provided each with $200,000 of group life insurance coverage during 2019. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Weinberger (a cost of $660), who served as a Director for a portion of 2019.
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 2019 was $133.
Charitable and Matching Gifts Programs. The MetLife Foundation provides up to $5,000 annually to match contributions by an employee or director to colleges and universities. In 2019, the MetLife Foundation matched maximum contributions by each of Dr. Hubbard, Mr. Kilts, and Ms. Kinney.
Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 2019 were less than $10,000, and as a result are not reported.



 
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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, 2020.
The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent auditor for the fiscal year ending December 31, 2020. Deloitte’s long-term knowledge of MetLife and the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out audits of the Company’s consolidated financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.
The appointment of Deloitte by the Audit Committee is being presented to the shareholders for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider its decision and may continue to retain Deloitte. If the shareholders ratify the appointment, the Audit Committee continues to have the authority to and may change such appointment at any time during the year. The Audit Committee will make its determination regarding such retention or change in light of the best interests of MetLife and its shareholders.
In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee 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 monitoring and maintaining its independence;
Deloitte’s report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review;
the global 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 consolidated financial statements;
 
 
Deloitte’s performance during its engagement for the fiscal year ended December 31, 2019 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;
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 pre-approved audit services and pre-approved audit related, tax and other permitted non-audit services that the Company expects to be performed for the fiscal year. The Audit Committee or a designated member of the Audit Committee to whom authority has been delegated may, from time to time, pre-approve additional audit and non-audit services to be performed by the Company’s independent auditor. Any pre-approval of services between Audit Committee meetings must be reported to the full Audit Committee at its next scheduled meeting.

 
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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, 2020.
Independent Auditor’s Fees for 2019 and 2018
The following table presents fees for professional services rendered by Deloitte for the audit of the annual consolidated financial statements of MetLife, Inc. and its subsidiaries, audit-related services, tax services, and all other services for the years ended December 31, 2019 and 2018. All fees shown in the table were related to services that were approved by the Audit Committee.
The fees that the Company incurs for audit, audit-related, tax, and other professional services reflect the complexity and scope of the Company’s operations, including:
operations of the Company’s subsidiaries and branches in multiple, global jurisdictions (approximately 40 markets in 2019);
the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions;
the operating health, insurance, and reinsurance companies’ responsibility for preparing audited consolidated financial statements; and
the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant.
The Audit Committee has advised the Board of Directors that, in its opinion, the non-audit services rendered by Deloitte during the most recent fiscal year are compatible with Deloitte’s maintaining its independence. Non-audit services, as a percentage of the total amount paid, was 14% and 6% for 2019 and 2018, respectively.
 
 
 
 
 
 
 
 
 
(in millions)
 
2019
($)
 
2018
($)
 
 
 
 
 
 
 
 
 
Audit Fees (1)
 
 
63.4

 
 
63.1

 
 
Audit-Related Fees (2)
 
 
8.3

 
 
17.6

 
 
Tax Fees (3)
 
 
3.1

 
 
3.3

 
 
All Other Fees (4)
 
 
8.4

 
 
1.9

 
 
 
 
 
 
 
 
 
 
1
Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. In 2019, Deloitte issued approximately 280 audit reports.
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 decrease in audit-related fees is attributable to work related to actuarial modeling performed in 2018, which was not performed in 2019.
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. Tax compliance and tax preparation fees totaled $1.0 million and $2.0 million in 2019 and 2018, respectively. Tax advisory fees totaled $2.1 million and $1.3 million in 2019 and 2018, respectively.
4
Fees for other types of permitted services, including employee benefit advisory services, risk and other consulting services, financial advisory services and valuation services. The increase in other fees is primarily attributable to advisory services related to the Company’s enhancement of its embedded value process.

 
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Audit Committee Report
This report (this Report) is submitted by the Audit Committee of the Board of Directors of MetLife, Inc. (MetLife or the Company). No portion of this Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this
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 independence standards of the Securities and Exchange Commission (SEC) and the New York Stock Exchange. The Audit Committee, appointed by the Board of Directors, oversees the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements, the adequacy of the Company’s internal control over financial reporting, and the integrity of the Company’s consolidated financial statements. The Audit Committee also oversees the qualifications and independence of the Company’s independent auditor, the appointment, retention, performance and compensation of the Company’s independent auditor and the performance of the internal audit function, as well as the Company’s compliance with legal and regulatory requirements. More information on the Audit Committee and its qualifications and responsibilities is included elsewhere in the proxy statement and in the Audit Committee Charter on the Company’s website at www.metlife.com/about-us/corporate-governance.
Management is responsible for the preparation of MetLife’s consolidated financial statements and the reporting process. Deloitte & Touche LLP (Deloitte), as MetLife’s independent auditor, is responsible for auditing MetLife’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB).
 

Deloitte has discussed with the Audit Committee the matters required to be discussed by the independent auditor with the Audit Committee under the rules adopted by the PCAOB and under Rule 2-07 of Regulation S-X promulgated by the SEC. Deloitte has also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence from MetLife.
During 2019, management updated its internal control documentation for changes in internal control and tested and evaluated MetLife’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. In doing so, management utilized the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee has discussed with and received regular status reports from MetLife’s Chief Auditor and Deloitte on the overall scope and plans for their audits of MetLife, including their scope and plans for evaluating the effectiveness of internal control over financial reporting. The Audit Committee meets with the Company’s Chief Auditor and Deloitte, with and without management present, to discuss the results of their respective audits, in addition to private meetings with the Chief Financial Officer, Chief Risk Officer, and General Counsel.
The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 2019 Annual Report on Form 10-K (the 2019 Form 10-K), which has been filed with the SEC. The Audit Committee also reviewed Deloitte’s report regarding its audit of the effectiveness of the Company’s internal control over financial reporting, in which Deloitte expressed an unqualified opinion on the Company’s internal control over financial reporting as of December 31, 2019. The Audit Committee reviewed and discussed with management, and with Deloitte, MetLife’s audited consolidated financial statements for the year ended December 31, 2019 and Deloitte’s Report of Independent Registered Public Accounting Firm dated February 21, 2020 regarding the 2019 audited consolidated financial statements included in the 2019 Form 10-K. The Deloitte report states that MetLife’s 2019 audited consolidated financial statements present fairly, in all material respects, the consolidated financial position of MetLife and its subsidiaries as of December 31, 2019 and 2018, and the

 
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results of their operations and cash flows for each of the three years in the period ended December 31, 2019 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 2019 audited consolidated financial statements be included in the 2019 Form 10-K.
Respectfully,
David L. Herzog, Chair
Cheryl W. Grisé
Edward J. Kelly, III
Catherine R. Kinney
Diana L. McKenzie
Mark A. Weinberger


 
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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 2019.
The Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements, including those for the Executive Officers. Because the vote is advisory, the result will not be binding on the Compensation Committee and it will not affect, limit, or augment any existing compensation or awards.
 
The Board has approved an annual frequency for shareholder votes to approve executive compensation. As a result, the Company currently expects to hold the next such vote at the Company’s 2021 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
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 2020 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 2020 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,
Cheryl W. Grisé, Chair
Gerald L. Hassell
David L. Herzog
Edward J. Kelly, III
James M. Kilts
Catherine R. Kinney
Denise M. Morrison


 
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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 officers of MetLife (the Executive Officers or the Executive Group). It also describes the key factors that the Compensation Committee (in this discussion referred to as the Committee) considered in determining the compensation of the CEO and other members of the Executive Group.
Key Highlights
The Company maintained its pay for performance practices in 2019. The vast majority of the Total Compensation for the full-year Named Executive Officers for 2019 performance was variable and depended on performance. The Named Executive Officers are the individuals listed in the Summary Compensation Table.
MetLife’s compensation design continues to align its executives and other senior management with shareholder value. Most of the Total Compensation of the Executive Officers depends directly on Share value and performance, and 70% of their stock-based long-term incentives (LTI) depends on performance against Business Plan goals and Total Shareholder Return relative to competitors.
MetLife’s Compensation Committee maintained focus on 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 2019.
ü
approving funding for MetLife Annual Variable Incentive Plan (AVIP) at 105.8% of target, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
ü
approving the settlement of 2017-2019 Performance Shares at 91.4% of target, reflecting an improvement over the prior period (2016-2018) payout largely due to improved Adjusted Return on Equity relative to Business Plan while Total Shareholder Return (TSR) relative to competitors remained the same (near median).
ü
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
ü
incorporating 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 this Compensation Discussion and Analysis.



 
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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 independe