DEF 14A 1 a2021metlifeproxynextgen.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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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material under § 240.14a-12
 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, 2021
Dear Fellow Shareholder:
This past year has been unlike any other in contemporary history. It is remarkable how dramatically the world changed in 2020, and how quickly we all had to adapt.
While much in the world is different, the strength and resilience of MetLife has remained constant. Over the company’s 153-year history, it has delivered protection for customers, opportunity for employees, and sustainable value for shareholders, even in times of crisis, loss and disruption.
It has been more than a year since the Board has all been in the same room, yet we met twice as many times in 2020 as we did the year before. Our strong focus has been on overseeing the Company’s risk management, operations, investments, and emerging threats, while also ensuring that compensation practices keep the incentives of management strongly aligned with those of shareholders.
Of particular importance in 2020 was the Company’s response to the COVID-19 pandemic. MetLife’s first priority is the health and safety of its customers and employees. These risks have been expertly managed by accelerating the development of flexible, agile and digital methods for continuing to serve and support customers when in-person interactions are not possible.
Even amid the challenges of the global pandemic, the Company had a strong year. MetLife’s diversification has been a source of strength and the executive team has successfully managed unanticipated variability in claims, service utilization and investment returns, while remaining extremely disciplined on expenses and risk exposure.
At a day-long session in September, the Board and management pressure-tested every aspect of the Company’s Next Horizon strategy. We came away firmly convinced that the strategy remains the best path forward. Its key pillars – Focus, Simplify and Differentiate – have served MetLife well and will guide its future success.
Another way MetLife stands apart is its long-established reputation for corporate social responsibility. Environmental, social and governance (ESG) principles are an increasingly important part of the Company’s operations and decision-making.
We know these principles are important to the Company’s stakeholders as they choose where to invest and work, and with whom they do business. The Board wants MetLife to be that choice every time. To better inform those decisions, we have bolstered our sustainability reporting to align with the relevant elements of the third-party reporting frameworks developed by the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures, in response to feedback from our shareholders.
No one knows how they will perform in a crisis until one arrives. In 2020, MetLife responded with compassion and urgency to the pandemic while remaining focused on its long-term objectives. The Company’s success speaks for itself. On behalf of the entire Board of Directors, we are very proud of all MetLife has done on behalf of its stakeholders.
To our shareholders specifically, whose patience with MetLife is being rewarded with a significant increase in value, thank you for your continued confidence in this great company.
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:
    Virtually via the Internet at www.virtualshareholdermeeting.com/MET2021
 
   Date:
   June 15, 2021
 
   Time:
   2:30 p.m., Eastern Time
 
   Record Date:
   April 22, 2021
  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 2021;
3.An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and
4.Such other matters as may properly come before the meeting.
Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement.
MetLife, Inc. common stock shareholders of record at the close of business on April 22, 2021 will be entitled to vote at the meeting or any adjournment or postponement thereof.
Due to the ongoing COVID-19 pandemic, and in order to protect the health and well-being of our shareholders, employees and Directors, we will hold the Annual Meeting solely by means of remote communication. There will be no in-person meeting at our offices. For additional details, including information on how to participate in the virtual-only Annual Meeting, see Information About the Annual Meeting, Proxy Voting, and the Board of Directors.
By Order of the Board of Directors,
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Timothy J. Ring
Vice President and Secretary
New York, New York
April 28, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 15, 2021:
The accompanying Proxy Statement, the MetLife, Inc. 2020 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The 2021 annual meeting of shareholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/MET2021.



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2021 Proxy Statement
PROXY STATEMENT
This Proxy Statement contains information about the 2021 annual meeting of shareholders (the 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, 2021. The Notice includes instructions on how to access the Proxy Statement, 2020 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 29, 2021. See “Accessing your proxy materials” in Information About the Annual Meeting, Proxy Voting, and the Board of Directors for additional information.
TABLE OF CONTENTS
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2021 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). You should not view these Non-GAAP financial measures as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:
($ in millions, except per share data and as otherwise indicated)
201520162017201820192020
Net income (loss) available to MetLife, Inc.’s common shareholders
$747$3,907$4,982$5,721$5,191
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share
$0.67$3.62$4.91$6.06$5.68
Return on MetLife, Inc.’s common stockholder equity
1.0%6.3%9.6%9.8%7.6%
 Net investment income $17,117
Book value per common share
$51.53$68.62$78.67
Expense ratio
24.6%22.9%21.7%18.9%19.9%18.4%
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders110%73%67%
20122013
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.

2020
($ in millions)U.S. AsiaLatin AmericaEMEAMetLife HoldingsCorporate & Other
Adjusted earnings available to common shareholders
$3,224 $1,565 $280 $327 $976 $(749)
EMEA refers to Europe, the Middle East, and Africa.
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2021 Proxy Statement
This Proxy Statement refers to Core (underlined terms have the meanings ascribed to them in the Glossary) financial measures, including:
Core Free Cash Flow; and
Core Adjusted ROE excludes accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA).
Core Direct Expense Ratio excludes pension risk transfers.
Book Value Per Share excludes AOCI other than FCTA. Book Value Per Share is not presented in Core form.

MetLife’s Business Plan measures are on a Core basis, except:
Business Plan goals for the purposes of the 2020 AVIP were based on Adjusted Earnings, and are not modified for Notable Items or other Core modifications; and
2018-2020 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings and are not modified for Notable Items.
See Appendix B for further information.

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2021 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 22, 2021
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 electronically at the Annual Meeting or by using any of the following methods. Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions received from such nominee.
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InternetTelephoneMail
www.proxyvote.com
no later than
11:59 p.m., Eastern Time, June 14, 2021
1-800-690-6903
no later than
11:59 p.m., Eastern Time, June 14, 2021
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
ProposalsBoard
Recommendation
Vote Required
Election of 12 Directors named in this Proxy Statement to one-year terms
FOR each nomineeMajority of Shares voted
Ratification of appointment of Deloitte & Touche LLP
as the Company’s independent auditor for 2021
FORMajority of Shares voted
Advisory vote to approve compensation paid to the Company’s Named Executive Officers
FORMajority of Shares voted

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2021 Proxy Statement
Next Horizon Strategy
MetLife continues to demonstrate its commitment to superior execution of its Next Horizon strategy.


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2021 Proxy Statement

MetLife’s Long-Term Value Creation
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The Core Adjusted ROE improvement is measured from January 1, 2016 to December 31, 2020.
The Core Free Cash Flow Ratio for the 2012-2013 average is without modification for acquisitions or dispositions, discontinued operations, or new accounting standards.
The Value of New Business (VNB) increase is a compounded annual growth rate from 2016 to 2020.




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2021 Proxy Statement
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2021 Proxy Statement
MetLife’s Globally-Diversified, Market-Leading Businesses
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Regional percentages of 2020 Core Adjusted Earnings, excluding Corporate & Other. U.S. includes MetLife Holdings.

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2021 Proxy Statement
Executive Pay for Performance
The Company maintained its pay for performance practices in 2020. The vast majority of the Total Compensation for 2020 performance for the individuals listed in the Summary Compensation Table (the Named Executive Officers) was variable and depended on performance.
MetLife’s compensation design continues to align its executives and other senior management with shareholder value. Most of MetLife’s Named Executive Officers Total Compensation 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 (TSR) relative to peers.
Named Executive Officers
Total Compensation for 2020
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Business Plan Goal
Met or Exceeded
Core Adjusted Earnings
ü
Core Adjusted Earnings Per Share
ü
Core Adjusted ROE
ü
Core Direct Expense Ratio
ü
Book Value Per Share
ü
Core Free Cash Flow Ratio
ü

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2021 Proxy Statement
MetLife’s Compensation Committee continued to link pay and performance by:
ü    considering the Company’s successful financial performance and progress on Next Horizon strategic objectives - as well as individual executive performance - in determining compensation actions for 2020 without making any adjustments to goals set before the COVID-19 pandemic.
ü    approving funding for MetLife AVIP at 100.8% of target based on the Company’s 2020 Adjusted Earnings performance, meeting the Business Plan goal as originally set prior to the COVID-19 pandemic.
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ü    approving the settlement of 2018-2020 Performance Shares at 110.8% of target, an improvement over the prior period (2017-2019) payout largely due to improved Total Shareholder Return (TSR) relative to peers while the Adjusted ROE relative to Business Plan once again exceeded target performance.
Adjusted ROETSR
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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 ROE 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.
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2021 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 Officers 
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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2021 Proxy Statement
Shareholder Engagement
In 2020, in addition to the ongoing outreach of the Company’s Investor Relations team, Chief Executive Officer (the CEO) and Chief Financial Officer (the CFO), MetLife conducted its annual governance-focused shareholder engagement process led by the Corporate Secretary and involving the Chief Sustainability Officer, the Senior Vice President, Executive Compensation, and other members of management. The Company invited holders of approximately 55.8% of MetLife outstanding shares (not including MetLife Policyholder Trust shares) and leading proxy advisory firms to meet and share their views on issues important to them, and ultimately engaged with holders of approximately 14.2% 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, Board composition or governance structure.
The business impact of the COVID-19 pandemic and the Company’s response were top-of-mind among the shareholders with whom the Company engaged. Diversity, equity and inclusion remained key areas of focus, as did sustainability, including sustainable investing and sustainability disclosure. In response to their feedback, the Company has continued to enhance its sustainability disclosure and align it to the relevant elements of the reporting frameworks developed by the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures. 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.

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2021 Proxy Statement
Sustainability at MetLife
MetLife focuses on creating a positive impact for customers, employees, shareholders, communities, and the environment, by aligning the Company’s environmental, social, and governance (ESG) objectives with its purpose and business mission.
2020 METLIFE HIGHLIGHTS
$58
billion
MetLife Investment Management (MIM) assets under management in Responsible Investments (as of December 31, 2019, the latest data available)
$25
million
Granted by MetLife Foundation to assist in COVID-19 relief and recovery in the communities where it does business
60,000
hours
Of volunteering completed by MetLife employees globally
$5
million
Of additional support committed by MetLife Foundation over three years to advance racial equity in the U.S.
$3.4
billion
In spend annually with diverse suppliers
$750
million
Green bond issuance, the industry’s first “green” funding agreement-backed note
30%
women
Comprise MetLife’s Executive Officers
1st
U.S.-based insurer
To sign on to the United Nations Women’s Empowerment Principles
2020 AWARDS AND RECOGNITIONS
Corporate Sustainability Practices
Diversity, Equity, and InclusionClimate and Environmental Action
First U.S.-based life insurer to join the U.N. Global Compact, the world’s largest corporate sustainability initiative
Fortune Magazine’s list of the “World’s Most Admired Companies”
Highest-ranked insurer (19th) on Newsweek’s inaugural 2020 list of “Most Responsible Companies”
Included on the FTSE4Good Index
Named to Dow Jones Sustainability Index (North America), for the fifth consecutive year
Recognized by Women’s Forum of New York as a “Corporate Champion”
Named to Working Mother Media’s list of the “2020 Top Companies for Executive Women”
Included on the Bloomberg Gender- Equality Index, for the sixth consecutive year
Named “America’s Top Corporations for Women’s Business Enterprises” by the Women’s Business Enterprise National Council
Achieved 100% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ-inclusive workplace policies and practices, for the 18th consecutive year
Ranked 15th in the S&P 500 Index for gender equality by Equileap
Received U.S. Environmental Protection Agency’s 2020 ENERGY STAR Partner of the Year Award, for the second consecutive year
Received 5-star ratings from the Global Real Estate Sustainability Benchmark for two of MIM’s real estate partnership funds

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2021 Proxy Statement
Working Toward Achieving the United Nations Sustainable Development Goals - 2020 Company Highlights
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Committed $25 million through MetLife Foundation to assist in COVID-19 relief and recovery
Donated healthcare-related materials to hospitals and communities
Enhanced benefits to support MetLife employees during the pandemic
First U.S.-based insurer to sign on to the United Nations Women’s Empowerment Principles
Worked with external initiatives such as the U.N. Women Global Innovation Coalition for Change, Catalyst’s Gender and Diversity KPI Alliance, CEO Champions for Change, and CEO Action for Diversity and Inclusion
As of December 31, 2020, women represented 52 percent of the Company's workforce, and 42 percent of managers
Achieved over $58 billion in Responsible Investments for MIM assets under management, as of December 31, 2019 (latest data available)
Launched a mandatory inclusion education course for all employees
Paid out $30 billion in claims and benefits to customers
MetLife Foundation committed an additional $5 million over three years to advance racial equity in the U.S.
Promoted 22 percent of participants in MetLife’s leadership development program for women within two years
Announced 11 new 2030 Environmental Goals
Established MetLife’s first Global Environmental Policy
Achieved Carbon Neutrality for the fifth consecutive year


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2021 Proxy Statement
For definitional purposes:
Carbon Neutrality means eliminating or offsetting all greenhouse gas emissions across a company’s operations. For MetLife, in 2020, this goal applied 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).
Green Investments means investments in projects, infrastructure, or companies that support or provide environmentally friendly products and practices.
Impact Investments means investments made with the intention to generate positive, measurable social and environmental impact alongside a financial return.
Responsible Investments means investments that achieve both a market financial return and promote social and/or environmental benefits. Responsible investments at MetLife include infrastructure, Green Investments, municipal bonds, affordable housing, and Impact Investments.
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2021 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
Diverse Board
  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: internal controls, information security and cybersecurity, and relevant legal and regulatory compliance;
ü    Governance and Corporate Responsibility: ethics, compliance programs, sales practices, management succession, and activities, initiatives and efforts related to sustainability, diversity and inclusion, and reputation and culture;
ü    Investment: investment portfolio risks; and
ü    Compensation: compensation plan risks (e.g., avoiding incentives to take excessive risk).
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2021 Proxy Statement
Director Nominees’ Diversity, Independence, Tenure, and Experience
The Company has nominated highly qualified independent leaders to serve on its Board of Directors.
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1Based on Directors self-identifying their race and ethnicity based on the following categories, developed by Institutional Shareholder Services: Asian; Black/African American; Caucasian/White; Hispanic/Latin American; Indian/South Asian; Middle Eastern/North African; Native American/Alaskan Native; Native Hawaiian/Other Pacific Islander; Other; and Prefer not to disclose.

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2021 Proxy Statement
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For a more detailed description of the above skills and experiences, see Board Composition and Refreshment.
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2021 Proxy Statement
The following table provides summary information about each Director nominee. The designations below will be effective June 15, 2021, immediately following the Annual Meeting, provided that each Director is re-elected.

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2021 Proxy Statement



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2021 Proxy Statement
PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 2022 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, skills, and experiences of its Directors. As a Board, these individuals oversee MetLife’s business policies and strategies. They also oversee the CEO and the other Executive Officers in their management of the Company’s business.
The Board of Directors currently has 12 members serving terms of office ending at the Annual Meeting.
Each Director nominee is currently serving as a MetLife Director and has agreed to continue to serve if elected. The Board of Directors has no reason to believe that any nominee would be unable to serve if elected. However, if for any reason a nominee should become unable to serve at or before the Annual Meeting, the Board could reduce the size of the Board or nominate a replacement candidate for election. If you granted a proxy to vote your Shares for the election of an unavailable candidate, the individuals who have your proxy could use their discretion to vote for a replacement candidate nominated by the Board. The proxies will not have authority to vote for a greater number of nominees than the number of nominees named on the proxy card.

Each of the Director nominees also serves as a director of Metropolitan Life, a direct, wholly-owned subsidiary of MetLife with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the issuance of certain insurance products. The common stock of Metropolitan Life is not publicly traded.
In light of the individual skills and experiences of each of our Director nominees, the Board of Directors has concluded that each Director nominee should be elected at the Annual Meeting and recommends that you vote FOR the election of each of the Director nominees.

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2021 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 (the 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 with the Company’s business and strategy. With this in mind, the Board, led by the Governance Committee Chair, identified the following skills and experiences as most relevant for the Company’s Board at this time:
Executive Leadership. Public company CEO or senior executive experience managing a complex organization.
Financial Expertise, CFO and Audit. Experience as financial expert and/or a public company CFO or audit partner.
Corporate Governance / Public Company Board. Experience in public company corporate governance related issues, policies, and best practices.
Risk Management. Experience in risk management with oversight of different types of risk.
Financial Services. Experience working as a senior finance executive or insurance industry expertise.
Consumer Insight / Analytics. Experience in marketing and interpreting consumer behaviors.
Global Literacy. Experience as a senior executive working for an international company or working or living in countries outside of the U.S.
Technology. Experience with innovative technology, digital and technology-driven issues, and the related regulatory landscape.
Regulated Industry / Government. Experience in operating businesses in similar, highly regulated industries, interacting with regulators, and policymakers and/or working in government.
Corporate Affairs. Experience in corporate affairs, philanthropy, community development, and environmental or corporate responsibility.
Investments. Experience in financial investments markets and investment decisions and strategy.
The Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds, and diversity, though the Company does not have a formal Board diversity policy. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board.Five new directors
since 2016
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2021 Proxy Statement

Director Nominees
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Cheryl W. Grisé
age 68, 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
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Northeast Utilities (now Eversource Energy), 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, Corporate Secretary and General Counsel (1998 – 2001)
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Trustee Emeritus, University of Connecticut Foundation
Trustee Emeritus, Kingswood Oxford School
Senior Fellow, American Leadership Forum

Other public company directorships: PulteGroup, Inc.; ICF International
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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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2021 Proxy Statement
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Carlos M. Gutierrez
age 67, Former U.S. Secretary of Commerce

Director since 2013
As Chairman and Chief Executive Officer of Kellogg Company, Secretary Gutierrez gained deep insight into the complex challenges of guiding a large enterprise in a competitive global economy and a deep understanding of what drives consumers. As Secretary of Commerce, he worked with government and business leaders to promote America’s economic interests. Secretary Gutierrez’s unique mix of experience gives him a valuable perspective and ability to oversee management’s efforts to grow and develop MetLife’s global business and its interactions with domestic and foreign governments, and regulators.
Primary
Qualifications

Executive Leadership
Global Literacy
Corporate Governance / Public Company Board
Consumer Insight / Analytics
professionalhighlights112.jpgProfessional Highlights:
Co-Founder, Chairman and Chief Executive Officer, EmPath, Inc., a human capital technology company (August 2020 – Present)
The Albright Stonebridge Group, a consulting firm (April 2013 – July 2020)
Co-Chair (February 2014 – July 2020)
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)
 
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member, Tent Partnership for Refugees Advisory Council
Co-founder, TheDream.US
Former Chairman, National Foreign Trade Council
Former member, U.S. Chamber of Commerce’s U.S.-India Business Council
Member, Board of Directors, PwC (United States)

Other public company directorships: Occidental Petroleum Corporation

Prior public company directorships (past five years): Time Warner, Inc.
education112.jpgEducation:
Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies
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2021 Proxy Statement
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Gerald L. Hassell
age 69, 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
professionalhighlights112.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
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member of:
Board of Trustees, Duke University
Board of Directors, Duke University Health System
Director Emeritus of:
Lincoln Center for the Performing Arts
Big Brothers and Big Sisters of New York City
Former member, the Financial Services Forum
Other public company directorships: Comcast Corporation

Prior public company directorships (past five years): BNY Mellon
education112.jpgEducation:
B.A., Duke University
M.B.A., New York University Stern School of Business
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2021 Proxy Statement
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David L. Herzog
age 61, 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
professionalhighlights112.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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member, Board of Directors, PCCW Limited (Hong Kong)
Member of numerous professional and civic organizations, including the Investment Advisory Committee, University of Missouri
Former member of numerous professional and civic organizations, including:
Federal Advisory Committee on Insurance
Dean’s Advisory Board, University of Missouri,Trulaske College of Business
Multiple Sclerosis Association of America

Other public company directorships: Ambac Financial Group, Inc.; DXC Technology Company
education112.jpgEducation:
B.S., University of Missouri-Columbia
M.B.A., University of Chicago Booth School of Business
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2021 Proxy Statement
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R. Glenn Hubbard, Ph.D.
age 62, 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 InvestmentsRegulated Industry / Government
Corporate Affairs
professionalhighlights112.jpgProfessional Highlights:
Columbia University, a private research 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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member of numerous professional and civic organizations, including:
Council on Foreign Relations
Advisory Board of the National Center on Addiction and Substance Abuse
Board of Directors, Resources for the Future

Other public company or registered investment company directorships: BlackRock Fixed Income Funds (a fund complex comprised of 109 mutual funds)

Prior public company directorships (past five years): Automatic Data Processing, Inc.
education112.jpgEducation:
B.A. and B.S., University of Central Florida
Ph.D. and A.M., Harvard University

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2021 Proxy Statement
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Edward J. Kelly, III
age 67, 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
professionalhighlights112.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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Lecturer, University of Virginia School of Law
Former Trustee, Sweet Briar College
Former Trustee, The Focused Ultrasound Foundation

Other public company directorships: Citizens Financial Group

Prior public company directorships (past five years): CSX Corporation; XL Group Ltd
education112.jpgEducation:
A.B., Princeton University
J.D., University of Virginia School of Law

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2021 Proxy Statement
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William E. Kennard
age 64, 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
professionalhighlights112.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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member of:
Board of Directors, Eagle Hill School
Board of Directors, International African American Museum
Advisory Board, Artificial Intelligence Foundation
Trustee, Yale University

Other public company directorships: Duke Energy Corporation (until May 2021); AT&T Inc.; Ford Motor Company
education112.jpgEducation:
B.A., Phi Beta Kappa, Stanford University
J.D., Yale Law School
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2021 Proxy Statement
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Michel A. Khalaf
age 57, 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
professionalhighlights112.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)
MetLife Executive Officer (since November 2011)
Executive Vice President, Middle East, Africa and South Asia (MEASA) Region (November 2010 – November 2011)
Alico / AIG, an insurance company
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

otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member of:
Advisory Board, U.S. Chamber of Commerce China Center (Chair)
Board of Directors, U.S.-China Business Council
Board of Directors, Geneva Association
Board of Directors, New York City Partnership
education112.jpgEducation:
B.S., Engineering, Syracuse University
M.B.A., Finance, Syracuse University


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2021 Proxy Statement
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Catherine R. Kinney
age 69, 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
professionalhighlights112.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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Member, Economic Club of New York
Member, Finance and Investment Committees, Archdiocese of New York
Member, Board of Directors and Investment and Regional Grant Committees, Mother Cabrini Health Foundation
Member, Women’s Forum of New York
Member and 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.
education112.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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2021 Proxy Statement
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Diana L. McKenzie
age 56, 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
professionalhighlights112.jpgProfessional Highlights:
BrightInsight, Inc., a provider of digital health platforms for biopharma and medical device companies
Advisor (October 2020 – Present)
EmPath, Inc., a human capital technology company
Advisor (October 2020 – Present)
DLM Horizons, LLC, a consulting company
Consultant (May 2020 – Present)
Brighton Park Capital, an investment firm
Senior Advisor (July 2019 – Present)
Metis Strategy, a consulting firm
Executive in Residence (August 2019 – December 2019)
Workday, Inc., a financial and human capital management 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)
Various Information Systems leadership roles supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning (January 1987 – December 1999)


otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Executive Advisor, World 50 CIO Community    
Member of:
Athena Alliance
T200, Advancing Women in Technology
Ridge Ventures CIO Advisory Council
Co-Founder, Silicon Valley Women’s CIO Council
Independent Director, Paradox
Former Co-Chair, Board of Directors, Long Term Services of Ventura County, Inc.

Other public company directorships: Change Healthcare Inc.; Vertex Pharmaceuticals Incorporated
education112.jpgEducation:
B.S., Purdue University
Information Technology Management Program, University of California, Los Angeles

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2021 Proxy Statement
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Denise M. Morrison
age 67, 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
professionalhighlights112.jpgProfessional Highlights:
Senior Advisor, PSP Capital, a private equity firm (August 2019 – December 2020)
Founder, Denise Morrison & Associates LLC, a consulting firm (October 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)
otherprofessionalandleaderd.jpgOther Professional and Leadership Experience:
Trustee, Boston College
Member, Advisory Board, Tufts University Friedman School of Nutrition Science and Policy
Member, The Business Council
Member, Advisory Council, Just Capital
Former Co-Chair, Board 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): Campbell Soup Company
education112.jpgEducation:
B.S., Boston College
Honorary Doctorate, Saint Peter’s University
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2021 Proxy Statement
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Mark A. Weinberger
age 59, 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 Ernst & Young (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
professionalhighlights112.jpgProfessional Highlights:
Partner, EYEA, LLP, a member firm of EY (July 2008 – December 2019)
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)


otherprofessionalandleaderd.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, Board of Directors, Business Roundtable
Former Audit Committee Chair and member, Board of Directors, Catalyst

Other public company directorships: Johnson & Johnson; Saudi Aramco; Accelerate Acquisition Corp.
education112.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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2021 Proxy Statement
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 provisions to ensure that any advisor or consultant retained to advise the Compensation Committee on executive compensation matters does not provide other services to the Company;
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 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.”



Information About the Board of Directors
Composition and Independence of the Board of Directors. The Board currently consists of 12 Directors, 11 of whom are both Non-Management Directors and Independent Directors. Eleven are not officers of the Company or of any entity in a consolidated group with the Company (a Non-Management Director) whom the Board 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). An Independent Director for Audit and Compensation Committee purposes meets additional requirements under the NYSE Corporate Governance Standards and Rules 10A-3 and 10C-1, as applicable, under the Exchange Act.
The Board has adopted categorical standards to assist it in making determinations 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. In addition, the Board previously determined that James M. Kilts, who served as Director during 2020 and did not stand for re-election at MetLife's 2020 annual meeting of shareholders, was an Independent Director.
Board Leadership Structure. The Board of Directors believes it is important to maintain flexibility in its Board leadership structure. The Board has determined that the best and most effective leadership structure for MetLife and its shareholders at this time is to have separate chief executive officer and chairman roles. This structure enhances the Board’s ability to exercise independent oversight of MetLife management on behalf of its shareholders.
R. Glenn Hubbard has served as the Company’s Chairman of the Board since May 1, 2019. The Board elected Dr. Hubbard to serve as Chairman of the Board on the strength of his leadership qualities, understanding of global economic conditions and markets, and expertise in public policy and regulatory developments.

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2021 Proxy Statement
The Chairman’s duties and responsibilities focus on promoting sound corporate governance practices and fostering a culture of effective oversight on behalf of the Company’s shareholders.
The Chairman:
presides over shareholder meetings, Board of Directors meetings and executive sessions of Directors, with authority to call meetings of the Board and of the Independent Directors;
establishes a relationship of trust with the CEO, providing guidance and advice;
promotes and facilitates effective communication, and serves as a conduit between the Board and the CEO and other members of management;
approves information sent to the Board for Board meetings, as appropriate;
sets the agenda for Board meetings with input from the CEO;
approves Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items;
confers with the CEO on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company;
provides guidance to the Board regarding the ongoing development of Directors;
participates in the Compensation Committee’s annual performance evaluation of the CEO;
oversees CEO and management succession planning with the Chair of the Governance and Corporate Responsibility Committee;
ensures the efficient and effective performance and functioning of the Board;
assists the Board, the Governance and Corporate Responsibility Committee, and management in promoting corporate governance best practices; and
remains available, 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 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.

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2021 Proxy Statement
Director Nomination Process. Nominations for election as Director at the Company’s annual meetings may be made either by the Board or by a shareholder or shareholders in compliance with the requirements of the Company’s By-Laws, as described below.
Nominations by the Board of Directors. The Company’s Board nominates Director candidates upon the recommendation of the Governance and Corporate Responsibility Committee. Potential Director nominees are identified by the Governance and Corporate Responsibility Committee and the Board through a variety of means, including Board members, officers, and shareholders. The Board may also engage search firms, from time to time, to assist it to identify and evaluate potential Director nominees. Potential Director nominees provide information about their qualifications and participate in interviews conducted by individual Board members. Candidates are evaluated based on the information supplied by the candidates and information obtained from other sources, and considered in light of the Board competencies matrix.
In recommending candidates for election as Directors, the Governance and Corporate Responsibility Committee will take into consideration the ability of candidates to enhance the perspective and experience of the Board as a whole, the need for the Board to have a majority of Directors that meet the independence requirements of the NYSE Corporate Governance Standards, and any other criteria the Board establishes from time to time.
Under the Company’s Corporate Governance Guidelines, the following specific, minimum qualifications must be met by any candidate whom the Governance and Corporate Responsibility Committee would recommend for election to the Board:
• Financial Literacy. Such person should be “financially literate,” as such qualification is interpreted by the Board 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, including significant experience and accomplishments, an understanding of consumer insight and analytics and finance, sound business judgment, and an appropriate educational background.

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 2022 annual meeting of shareholders must be received by the Corporate Secretary of MetLife, Inc. no earlier than January 16, 2022 and no later than the close of business on February 15, 2022 or such other date as may be announced by the Company in accordance with the Company’s By-Laws.
The Governance and Corporate Responsibility Committee makes no distinctions in evaluating nominees based on whether or not a nominee is recommended by a shareholder. Shareholders recommending a nominee must satisfy the notification, timeliness, consent, and information requirements set forth in the Company’s By-Laws concerning Director nominations by shareholders. Among other things, the shareholder’s recommendation must set forth all the information regarding the recommended candidate that is required to be disclosed in solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and related regulations, and must include the recommended candidate’s written consent to being named in the Proxy
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Statement as a nominee and to serving as a Director if elected. The recommendation must also be accompanied by a completed Stockholder Disclosure Questionnaire. The Company’s By-Laws are available at www.metlife.com/about-us/corporate-governance.
Shareholder Proxy Access. Under the Company’s By-Laws, a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s annual meeting proxy materials Director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholders and nominees satisfy the requirements specified in the By-Laws. For further information on procedures governing the submission of shareholder nomination of Director nominees, see Information About the Annual Meeting, Proxy Voting, and Other Information.
Risk Management Oversight. The Board of Directors oversees management in its design and implementation of the Company’s risk management. For example, the Board oversees management’s development and execution of appropriate business strategies to mitigate the risk that such strategies will fail to generate long-term value for the Company and its shareholders or that such strategies will motivate management to take excessive risks.
The Board also oversees the development and implementation of processes and procedures to mitigate the risk of failing to ensure the orderly succession of the CEO and the senior executives of the Company. The Board believes that the continuing development of the Company’s managerial leadership is critically important to the Company’s success. The Board, in coordination with the Governance and Corporate Responsibility Committee, periodically reviews the skills, experience, and development plans of the Company’s senior leaders who may ultimately be candidates for senior executive positions. The Directors meet regularly with senior leaders in the context of Board business, giving them an opportunity to assess the qualifications of these individuals. In addition, the Board plans for executive succession to ensure that the Company will have managerial talent available to replace current executives when that becomes necessary.
In addition to the oversight performed by the full Board, the Board Committees play a significant role in risk management oversight.
The Finance and Risk Committee has broad oversight responsibilities for the Company’s risk management. The Committee oversees the Company’s financial policies and strategies, risk targets and risk positions, capital planning and adequacy, certain capital actions, mergers and acquisitions projects, and other financial matters. Annually, the Committee reviews, and recommends for Board approval, the Company’s Enterprise Risk Appetite Statement, which establishes quantitative and qualitative risk appetite measures and risk exposure considerations and guidelines, and the Company’s Capital Policy and Liquidity Risk Management Policy. The Committee reviews the Company’s assessment and management of material risks, including its performance against applicable policies and procedures and related benchmarks and target metrics. The Committee also receives and reviews the Own Risk and Solvency Assessment report, which summarizes the results of the Company’s analysis of its current and future risks, on an annual basis. The Committee coordinates its oversight with the efforts of the Chief Risk Officer (who oversees and coordinates risk assessment and mitigation enterprise-wide) and other members of management. The Committee also reviews reports from the Chief Risk Officer and other members of management regarding the steps taken to measure, monitor and manage risk exposure in the enterprise. At each regularly scheduled Committee meeting, the Chief Risk Officer provides a report on enterprise risk management and meets in executive session of the independent Committee members without the Company’s other Executive Officers to further discuss enterprise risk management. The Committee also coordinates risk management oversight with the other Board Committee Chairs.
The Audit Committee provides oversight of and reviews with management, the Chief Auditor and the independent auditor, the Company’s system of internal control over financial reporting that is relied upon to provide reasonable assurance of the integrity of the Company’s consolidated financial statements. The Audit Committee also assists the Board in fulfilling its responsibility to oversee the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities, reviews the Company’s policies on ethical business conduct, periodically discusses with management 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), and reviews with management the adequacy and effectiveness of the Company’s
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policies and internal controls regarding information security and cybersecurity.
The Compensation Committee is responsible for reviewing 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, and it reviews and approves the annual compliance plan. It also oversees the Company’s goals and strategies concerning legislative, regulatory, and corporate responsibility initiatives that impact the Company’s interests, as well as the Company’s diversity and inclusion activities and initiatives.

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.
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 of Directors and the Board Committees among directors nominated for re-election, see Director Nominees’ Diversity, Independence, Tenure and Experience.
Mr. Kilts served on the Compensation Committee, Governance and Corporate Responsibility Committee, and Investment Committee, as well as the Board, until MetLife's 2020 annual meeting of shareholders. He did not seek re-election at that meeting.
Board Meetings and Director Attendance. In 2020, the Board of Directors held 14 meetings, and the MetLife Board Committees held a total of 32 meetings. Each of the current Directors who served during 2020 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 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 assists the Board of Directors in fulfilling its responsibility to oversee:
the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements;
the adequacy of the Company’s internal control over financial reporting;
the integrity of the Company's consolidated financial statements;
the qualifications and independence of the Company's independent auditor;
the appointment, retention, performance, and compensation of the Company's independent auditor and the performance of the internal audit function; and
the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities.

In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the Chief Auditor and the independent auditor 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 with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management (including risks relating to MetLife information security systems and vendor risk management programs), and reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity.
The Audit Committee meets at least five 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 2020. The Audit Committee’s activities during 2020 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 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.
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Compensation Committee.
The Compensation Committee:
assists the Board of Directors 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 recommends, for approval by the Independent Directors, the CEO’s Total Compensation level based on such evaluation;
reviews, and recommends for approval by the Board, the Total Compensation of each person who is an “executive officer” of the Company under the Exchange Act and related regulations or an “officer” of the Company under Section 16 of the Exchange Act and related regulations, including their base salaries, annual incentive compensation, and stock-based long-term incentives (LTI);
oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk taking;
reviews compensation governance policies and practices, including the Company’s Performance-Based Compensation Recoupment (“clawback”) Policy, and oversees their application; and
reviews and discusses with management the Compensation Discussion and Analysis to be included in the Proxy Statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) oversees preparation of and issues the Compensation Committee Report for inclusion in the Proxy Statement.
The Compensation Committee charter provides a more detailed description of the role and responsibilities of the Compensation Committee. 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 six times in 2020.
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 to be considered. 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:
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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 2020.
In addition, Meridian has provided the Compensation Committee with information regarding its relationship with MetLife and Meridian’s independence. This included information covering factors the Compensation Committee is required under NYSE rules to take into consideration before selecting an advisor. The Compensation Committee did not find that Meridian’s work raised any conflict of interest.
The Company’s processes for determining executive compensation and the central role of the Compensation Committee in those processes, the key factors that the Compensation Committee considers, and the roles 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 2020, 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 exercises the powers of the Board of Directors, as needed, between meetings of the Board.
The Executive Committee did not meet in 2020.
Finance and Risk Committee. 
The Finance and Risk Committee:
oversees the Company’s financial policies and strategies; capital structure, plans, and policies, including capital adequacy, dividend policies, and share issuances and repurchases; proposals on certain capital actions, strategic actions, and other financial matters; in coordination with the Audit Committee, the Company’s assessment and management of material risks; and in consultation with the Compensation Committee, the appointment, retention, and performance of the Chief Risk Officer;
reviews the Company’s key financial, risk, and business metrics;
reviews and monitors all aspects of the Company’s capital plan, actions, and policies (including the guiding principles used to evaluate all proposed capital actions), targets, and structure (including the monitoring of capital adequacy and of compliance with the Company’s capital plan);
reviews proposals and reports concerning and, within the scope of the authority delegated to it by the Board of Directors, makes recommendations to the Board regarding, or provides approvals of, certain capital actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles, and applicable law;
in coordination with the Audit Committee, reviews policies, practices, and procedures regarding risk assessment and management;
reviews reports from the Chief Risk Officer and management of the steps taken to measure, monitor, and manage risk exposures in the enterprise (consulting with advisors and other Board committees as appropriate); and
reviews benchmarks and target metrics related to financial and risk topics and monitors performance against these benchmarks and targets.

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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.
The Finance and Risk Committee met six times in 2020. For further discussion of the Finance and Risk Committee’s responsibilities for oversight of risk management, see “Risk Management Oversight” in Information about the Board of Directors.
Governance and Corporate Responsibility Committee. 
The Governance and Corporate Responsibility Committee:
assists the Board in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
develops and recommends to the Board for adoption corporate governance guidelines applicable to the Company;
ensures adequate Board processes to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and Chief Actuary;
oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
oversees the Company’s corporate citizenship programs policies, including the Company's activities related to sustainability, environmental stewardship, human rights, corporate social responsibility, and diversity and inclusion.
Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors 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. None of the Company’s Executive Officers had any role in determining or recommending the amount or form of non-employee Director compensation for 2020. The Committee engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2020. 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 five times in 2020.
Investment Committee. 
The Investment Committee:
oversees the management of the Company’s investment activities;
reviews management reports on  the Company’s investment activities and performance and on the conformity of those activities to authorizations and guidelines; and
in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the Company’s investment portfolio.
The Investment Committee met five times in 2020.
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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 or personal 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, the matter may be referred to legal counsel for review and consultation regarding possible further action, including terminating the transaction if not yet entered into or, if it is an existing transaction, rescinding the transaction or modifying it in a manner that would allow it to be ratified or approved in accordance with the procedures.
Related Person Transactions
The Company has no related person transactions requiring 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 Ethics and Code of Business Ethics for Employees. The Company has adopted the Directors’ Code of Business Ethics, which is applicable to all members of the Company’s Board of Directors including the Chief Executive Officer, and the Code of Business Ethics, which applies to all employees, including the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. Current, printable versions of the Directors’ Code of Business Ethics and the Code of Business Ethics for MetLife employees are available on the Company’s website at www.metlife.com/about-us/corporate-governance/corporate-conduct by selecting the appropriate link under the heading “Reports.”
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 4, 2021, 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, if the Director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In addition, the Company’s Director Indemnity Plan affirms that a Director’s rights to this indemnification and expense advancement are contract rights. The indemnity plan also provides for expenses to be advanced to former Directors on the same basis as they are advanced to current Directors. Any amendment or repeal of the rights provided under the indemnity plan would be prospective only and would not affect a Director’s rights with respect to events that have already occurred.

Hedging and Pledging Prohibited
The Company prohibits Directors and employees, including Executive Officers, from engaging in short sales, hedging, trading in put and call options, and other transactions involving speculation with respect to the Company’s securities, whether paid to them as compensation or otherwise. The Company’s policy also prohibits Directors and employees, including Executive Officers, from pledging any MetLife securities, i.e., creating any form of pledge, security interest, deposit, or lien, or holding of securities in a margin account, or any other arrangement that entitles a third party to foreclose against or sell the securities. These policies are intended to prevent a misalignment of interests with Company shareholders or the appearance of such a misalignment.


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Sustainability at MetLife

MetLife’s Sustainability function is part of MetLife’s Corporate Affairs function, and consists of staff dedicated to environmental, social, and governance (ESG) strategy, management and reporting. MetLife’s Sustainability efforts are led by the Chief Sustainability Officer and overseen by MetLife’s Executive Vice President, Head of Corporate Affairs, who reports directly to the CEO. The Chief Sustainability Officer periodically reports to the Governance and Corporate Responsibility Committee. The Sustainability function has responsibilities relating to, among other things:
MetLife’s sustainability strategy, commitments, policies and key performance indicators;
MetLife’s annual sustainability report;
MetLife’s index of disclosures aligned to key reporting frameworks, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-related Financial Disclosures (TCFD); and
MetLife’s monitoring and managing of material ESG issues.
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.
MetLife’s comprehensive sustainability strategy highlights the Company’s strategic approach to monitoring and managing ESG issues.
MetLife’s sustainability efforts focus on prioritizing five of the seventeen United Nations Sustainable Development Goals (SDGs), given their relevance to MetLife’s business. The Company leverages its products and services, workforce, investments and community to drive progress of these five SDGs.
















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U.N. SUSTAINABLE DEVELOPMENT GOALS
2020 ACHIEVEMENTS
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MetLife Foundation achieved its $25 million commitment to assist in COVID-19 relief and recovery
MetLife enhanced benefits to support MetLife employees, including free COVID-19 testing and additional cash protection for any MetLife employee hospitalized from COVID-19
MetLife donated healthcare-related materials to hospitals and communities
MetLife created the BeWell program to support the mental and emotional well-being of its employees
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MetLife was the first U.S.-based insurer to sign on to the United Nations Women’s Empowerment Principles
MetLife worked with external initiatives such as the U.N. Women Global Innovation Coalition for Change, Catalyst’s Gender and Diversity KPI Alliance, CEO Champions for Change, and CEO Action for Diversity and Inclusion
Globally, as of December 31, 2020, women accounted for more than half of MetLife’s workforce, nearly 42 percent of its managers and 30 percent of its Executive Group
MetLife established Women’s Business Networks and Peer Mentoring Circles in 34 countries
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MIM assets under management in Responsible Investments totaled over $58 billion as of December 31, 2019 (latest data available)
Engaged with approximately 400 Diverse Business Partners, annually spending over $3.4 billion since the inception of the MetLife supplier diversity program
MetLife launched a mandatory inclusion education course for all its employees
MetLife adjusted sick-leave and vacation policies, extended coverage for COVID-19 testing, treatment, and hospitalization, and developed new mental health resources
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MetLife established a Diversity, Equity, and Inclusion Leadership Council, chaired by the CEO, and managed by the Chief Diversity Officer
MetLife launched a financial wellness content hub for U.S. customers
MetLife Foundation committed an additional $5 million over three years to advance racial equity in the U.S.
MetLife promoted 22 percent of participants in its leadership development program for women at the assistant vice president level within two years
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Exceeded MetLife’s 2020 Environmental Goals, including reducing energy consumption by 33% and greenhouse gas emissions by 27%, between 2012 and 2019
Developed MetLife’s 2030 Environmental Goals
Established MetLife’s first Global Environmental Policy and updated the Company’s statement on climate change
Achieved Carbon Neutrality for the fifth consecutive year
MetLife issued the U.S. insurance industry’s first “green” funding agreement-backed note – a $750 million issuance that will support environmental improvement
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MetLife’s 2030 Environmental Goals
In 2020, MetLife announced its 2030 Environmental Goals — 11 new goals that aim to reduce the environmental impact of MetLife’s global operations and supply chain, while leveraging its investments, products, and services to help protect communities and drive innovative solutions. Over the course of the next decade, MetLife will work to make progress against these goals, which MetLife believes will have a meaningful impact on the sustainability of its business, workforce, communities, and the environment.
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MetLife’s sustainability efforts emphasize its role as:
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 well-being;
A responsible investor, managing a long-term, value creating portfolio, and embedding ESG principles in its decision-making;
A force for good in communities, through MetLife Foundation, volunteer efforts and other actions we undertake in the communities in which we operate;

As well as the Company’s role as a responsible steward of the environment, dedicated to reductions in waste, energy use, and greenhouse gas emissions, and an increase in Renewable Sources of Energy.

MetLife is committed to operating responsibly and promoting transparency. Each year, the Company publishes its annual Sustainability Report. The report is prepared consistent with the standards of the GRI, SASB, TCFD, and the U.N. Global Compact, and demonstrates how the Company’s actions support the United Nations SDGs.
To learn more about MetLife’s sustainability efforts and to access the MetLife 2020 Sustainability Report, please visit www.metlife.com/sustainability. This report, or any other information from the MetLife website, is not a part of or incorporated by reference into this Proxy Statement.
Diverse Business Partner means a majority owned, operated, and controlled by ethnic minorities, women, LGBTQ individuals, people with disabilities, or veterans, as well as federally recognized small businesses.

Renewable Sources of Energy means solar, wind, hydropower, biomass, geothermal resources, and hydrogen derived from renewable resources.



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2021 Proxy Statement
Director Compensation in 2020
Name (1)
Fees Earned or
Paid in Cash
($)
Stock
Awards
($) (2)
All Other
Compensation
($)
Total
($)
Cheryl W. Grisé (3)180,000150,1041,717331,821 
Carlos M. Gutierrez150,000150,1041,717301,821 
Gerald L. Hassell150,000150,1041,717301,821 
David L. Herzog (3)190,000150,1041,717341,821 
R. Glenn Hubbard, Ph.D. (3)275,000275,0666,717556,783 
Edward J. Kelly, III (3)185,000150,1041,717336,821 
William E. Kennard (3)175,000150,1046,717331,821 
James M. Kilts (4)75,00075,054925150,979 
Catherine R. Kinney150,000150,1046,717306,821 
Diana L. McKenzie150,000150,1041,717301,821 
Denise M. Morrison (3)175,000150,1046,717331,821 
Mark A. Weinberger 150,000150,1044,417304,521 
1    The Directors included in this table, and the discussion pertaining to it, are limited to the Non-Management Directors during 2020. Mr. Khalaf was compensated as an employee for 2020 and received no compensation for his service as a member of the Board of Directors. For information about compensation for Mr. Khalaf for 2020, 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 of Stock Awards
($)
  Grant DateR. Glenn Hubbard, Ph.D.James M. KiltsEach Other
Non-Management Director
January 2, 202068,75837,52837,528
April 1, 202068,77437,52637,526
June 16, 202068,752037,529
October 1, 202068,782037,521
3    During 2020, Mr. Herzog served as Audit Committee Chair, Ms. Grisé served as Compensation Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, Ms. Morrison served as Governance and Corporate Responsibility Committee Chair, Mr. Kennard served as Investment Committee Chair, and Dr. Hubbard served as independent Chairman of the Board. Each received additional net cash retainer fees, prorated by period as applicable, as described under “Fees Earned or Paid in Cash and Stock Awards.”
4    Mr. Kilts’ Board service ended as of the 2020 Annual Meeting, at which he did not seek re-election.
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2021 Proxy Statement
Fees Earned or Paid in Cash and Stock Awards
The Company paid each active Non-Management Director a retainer at an annual rate of $300,000 in four installments. The Company also paid the independent Chair of the Board an additional retainer at an annual rate of $250,000 in four installments. One-half of each installment is payable in cash. The other half is payable in Shares. The grant date fair value of the Share award was slightly higher than one-half of the total because the Company rounded up to a whole number of Shares payable to the Director.
In addition, the Company paid cash retainer fees (unchanged from 2019) to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments:
Committee
Retainer for
Committee Chair
($)
Audit Committee40,000
Finance and Risk Committee35,000
Compensation Committee30,000
Governance and Corporate
Responsibility Committee
25,000
Investment Committee25,000
The Governance Committee is responsible for reviewing the compensation and benefits of the Company’s Non-Management Directors and recommending any changes to the Board. During 2020, Meridian provided the Governance Committee with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. Meridian’s analysis was based on the same Comparator Group that the Compensation Committee used to review the competitiveness of MetLife’s Total Compensation framework for Executive Officers, as described in the Compensation Discussion and Analysis.
The 2015 Director Plan, which was approved by the Company’s shareholders in 2014, authorizes the Company to issue Shares in payment of Director retainer fees. Share awards granted to the Non-Management Directors as part of their annual retainer vest and become deliverable immediately upon their grant. As a result, no Share awards were outstanding for any of the Non-Management Directors as of December 31, 2020. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2020.
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 either at a later specified date or when ceasing to serve as a Director. MetLife credits any Deferred Shares with imputed reinvested dividends at times and rates it pays dividends on Shares.
All Other Compensation
The Non-Management Directors’ 2020 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 2020. This provided each with $200,000 of group life insurance coverage during 2020. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Kilts (a cost of $792), who served as a Director for a portion of 2020.
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 2020 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 2020, the MetLife Foundation matched maximum contributions by each of Dr. Hubbard and Ms. Morrison. Mr. Kennard and Ms. Kinney each made a maximum contribution in 2020 to be matched by MetLife in 2021.
Section 409A Penalty Payment. MetLife inadvertently paid Mr. Weinberger a portion of his Stock Awards earned in 2019 late. (MetLife accurately reported the compensation in the 2020 Proxy Statement). The Company paid Mr. Weinberger $2,700 to cover any Section 409A tax penalty he may pay as a result of MetLife’s delay.
Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 2020 were less than $10,000, and as a result are not reported.


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2021 Proxy Statement
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, 2021.
The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent registered public accounting firm and independent auditor for the fiscal year ending December 31, 2021. Deloitte’s long-term knowledge of the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out audits of the Company’s consolidated financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.
The appointment of Deloitte by the Audit Committee is being presented to the shareholders for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider its decision and may continue to retain Deloitte. If the shareholders ratify the appointment, the Audit Committee continues to have the authority to and may change such appointment at any time during the year. The Audit Committee will make its determination regarding such retention or change in light of the best interests of MetLife and its shareholders.
In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee considered a number of factors, including:
Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB;
Deloitte’s independence and its processes for monitoring and maintaining its independence;
Deloitte’s report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review;
the professional qualifications and experience of key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;
Deloitte’s depth of understanding of MetLife’s global businesses, accounting policies and practices and
internal control over financial reporting;
Deloitte’s global footprint and its alignment with MetLife’s worldwide business activities;
Deloitte’s performance during its engagement for the fiscal year ended December 31, 2020;
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;
Deloitte’s reputation for integrity and competence in the fields of accounting and auditing; and
the appropriateness of Deloitte’s fees for audit and non-audit services.
Deloitte has served as independent auditor of the Company since 1999, and as auditor of affiliates of the Company since at least 1968. 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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2021 Proxy Statement
The Audit Committee is responsible for approving fees for the audit and for any audit-related, tax or other permitted non-audit services. If the audit, audit-related, tax, and other permitted non-audit fees for a particular period or service exceed the amounts previously approved, the Audit Committee determines whether or not to approve the additional fees. The Audit Committee and MetLife management continually strive to optimize audit quality and value. They review the services provided against a broad spectrum of cost, speed and quality benchmarks.
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, 2021.
Independent Auditor’s Fees for 2020 and 2019
The following table presents fees for professional services rendered by Deloitte for the audit of the annual consolidated financial statements of MetLife, Inc. and its subsidiaries and affiliates, audit-related services, tax services, and all other services for the years ended December 31, 2020 and 2019. 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 2020);
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.
(in millions)
2020
($)
2019
($)
Audit Fees (1)
62.7 63.7 
Audit-Related Fees (2)
8.4 8.3 
Tax Fees (3)
4.5 3.1 
All Other Fees (4)
4.4 8.4 
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.
2    Fees for assurance and related services, including System and Organization Control (SOC) audit reports, as mandated by Statement on Standards for Attestation Engagements No. 18 (SSAE 18).
3    Fees for tax compliance, consultation, and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of advisory services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers, acquisitions and divestitures, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. The 2020 tax fees include $3.1 million related to multi-year engagements completed in 2020, of which $1.0 million and $1.0 million related to services rendered in 2019 and 2018, respectively. Tax compliance and tax preparation fees totaled $3.5 million and $1.0 million in 2020 and 2019, respectively. Tax advisory fees totaled $1.0 million and $2.1 million in 2020 and 2019, respectively.
4    Fees for other types of permitted services including consulting, financial advisory services and actuarial services. The decrease in other fees in 2020 over 2019 is primarily attributable to a reduction of advisory services provided in connection with a strategic project.

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2021 Proxy Statement
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 financial statements, the adequacy of the Company’s internal control over financial reporting, and the integrity of the Company’s financial statements. The Audit Committee also oversees the qualifications and independence of the Company’s independent auditor, the appointment, retention, performance and compensation of the Company’s independent auditor and the performance of the internal audit function, as well as the Company’s compliance with legal and regulatory requirements that apply to matters within the scope of the Audit Committee’s responsibilities. More information on the Audit Committee and its qualifications and responsibilities is included elsewhere in the proxy statement and in the Audit Committee Charter on the Company’s website at www.metlife.com/about-us/corporate-governance.

Management is responsible for the preparation of MetLife’s consolidated financial statements and the reporting process. 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 2020, 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.

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2021 Proxy Statement
The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 2020 Annual Report on Form 10-K (the 2020 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, 2020. The Audit Committee reviewed and discussed with management, and with Deloitte, MetLife’s audited financial statements for the year ended December 31, 2020 and Deloitte’s Report of Independent Registered Public Accounting Firm dated February 22, 2021 regarding the 2020 audited consolidated financial statements included in the 2020 Form 10-K. The Deloitte report states that MetLife’s 2020 audited consolidated financial statements present fairly, in all material respects, the consolidated financial position of MetLife and its subsidiaries as of December 31, 2020 and 2019, and the results of their operations and cash flows for each of the three years in the period ended December 31, 2020 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 2020 audited consolidated financial statements be included in the 2020 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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2021 Proxy Statement
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 2020.
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 2022 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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2021 Proxy Statement
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 2021 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 2021 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
Catherine R. Kinney
Denise M. Morrison

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2021 Proxy Statement
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. 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 Executive Officers.
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2021 Proxy Statement
Key Highlights
The Company maintained its pay for performance practices in 2020. The vast majority of the Total Compensation for the Named Executive Officers for 2020 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 MetLife’s Named Executive Officers Total Compensation depends directly on Share value and performance, and 70% of their stock-based LTI depends on performance against Business Plan goals and Total Shareholder Return relative to peers.
Named Executive Officers
Total Compensation for 2020
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Business Plan Goal
Met or Exceeded
Core Adjusted Earnings
ü
Core Adjusted Earnings Per Share
ü
Core Adjusted ROE
ü
Core Direct Expense Ratio
ü
Book Value Per Share
ü
Core Free Cash Flow Ratio
ü

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2021 Proxy Statement
MetLife’s Compensation Committee continued to link pay and performance by:
ü    considering the Company’s successful financial performance and progress on Next Horizon strategic objectives - as well as individual executive performance - in determining compensation actions for 2020 without making any adjustments to goals set before the COVID-19 pandemic.
ü    approving funding for MetLife AVIP at 100.8% of target, based on the Company’s 2020 Adjusted Earnings performance meeting the Business Plan goal as originally set prior to the COVID-19 pandemic.
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ü    approving the settlement of 2018-2020 Performance Shares at 110.8% of target, an improvement over the prior period (2017-2019) payout largely due to improved TSR relative to peers while the Adjusted ROE relative to Business Plan once again exceeded target performance.
Adjusted ROETSR
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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 ROE 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 Named Executive Officers, and how it aligned those decisions with performance, are described in Highlights of Executive Performance and Compensation and Aspects of Individual Performance.
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2021 Proxy Statement
Overview of Compensation Program
MetLife uses a competitive Total Compensation framework that consists of base salary, annual incentive awards, and LTI opportunities. The Compensation Committee considers and recommends the amount of these three elements. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other Executive Officers for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Officer 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 recommendations are driven by performance. Each Executive Officer’s Total Compensation reflects the Committee’s assessment of the Company’s and the executive’s performance as well as competitive market data based on peer compensation comparisons. Decisions on the award or payment amount of one element of Total Compensation impact the decisions on the amount of other elements. The Committee’s Total Compensation approach means that it does not structure particular elements of Total Compensation to relate to separate individual goals or performance.
The Committee allocates a greater portion of the Executive Officers’ 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 Officers’ variable compensation to Share-based LTI than it allocates to annual cash incentives. Given this mix of pay and other features of MetLife’s compensation programs, Executive Officers’ interests are aligned with those of shareholders. The Company’s Share ownership requirements further align executives’ interests with those of shareholders and reinforce the focus on long-term shareholder value.
The Committee also reviews annually the other compensation and benefit programs, such as retirement benefits and potential termination payments that would be made if an Executive Officer’s employment were to end. However, benefits such as retirement and medical programs do not impact Total Compensation decisions since they apply to substantially all employees. Decisions about retirement and medical benefits do not vary based on decisions about an Executive Officer’s base salary or annual awards or LTI, or the amount realizable from prior awards.
The Committee’s independent executive compensation consultant, Meridian, assisted in the design and review of the Company’s compensation program. For more information on the role of Meridian regarding the Company’s executive compensation program, see “Compensation Committee” in Information about Board Committees.
Generally, the forms of compensation and benefits provided to Executive Officers in the United States are similar to those provided to other U.S.-based officer-level employees. None of the Executive Officers based in the United States is a party to any agreement with the Company that governs the executive’s employment.

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2021 Proxy Statement
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How did we perform?
MetLife’s Next Horizon Strategy
MetLife remains committed to meeting its Next Horizon goals: Core Adjusted ROE of 12-14%, Core Free Flow Cash Ratio of 65-75%, and Core Direct Expense Ratio below 12.3%. See Next Horizon Strategy in the Proxy Summary for details.

Highlights of Business Results
Significance of the COVID-19 Pandemic
MetLife faced an especially unforgiving environment for life insurers in 2020. The Company, like others in the industry, faced the worst pandemic in a century, record low interest rates, and extreme market volatility.
MetLife reacted to these challenges with resilience and consistent execution, meeting or exceeding each of its unadjusted key performance goals set before the onset of the COVID-19 pandemic.
The Company’s diverse portfolio of businesses resulted in somewhat off-setting COVID-19 pandemic effects. Some businesses were affected negatively by higher mortality rates and faced limitations on face-to-face marketing. Other businesses benefited from lower utilization, lower claims activity, or favorable underwriting results.
MetLife’s 2020 variable investment income exceeded guidance despite wide fluctuations in quarterly private equity and hedge fund returns.
MetLife also exercised exceptional expense discipline, a critical lever we can control, to achieve a Core Direct Expense Ratio better than our 2020 target.
As a result, MetLife exceeded both its Business Plan and 2019 results in Core Adjusted Earnings, Core Adjusted EPS, Core Free Cash Flow Ratio, and Book Value Per Share.
2020 Business Results
MetLife overcame significant challenges to deliver strong financial results through capital management, volume growth, and strong expense discipline. MetLife earned $5.2 billion in net income and $5.8 billion in Core Adjusted Earnings, increasing Core Adjusted Earnings Per Share by 5 percent from 2019. The Company achieved a Core Adjusted ROE of 12.3 percent, within our 12%-14% target, and a Core Direct Expense Ratio of 12.0 percent, down 60 basis points from 2019.
MetLife executed consistently and drove strong free cash flow. As a result, the Company deployed $4.5
billion in common dividends, share repurchases and accretive M&A activity in 2020. To drive organic growth and cash generation, we invested approximately $3 billion to support new business. Capital is precious and excess capital belongs to shareholders, so we invest in our businesses only if we expect internal rates of return above our hurdle rate.
2020 Business Plan Versus 2019 Core Performance
MetLife anticipated responsible business growth under its 2020 Business Plan, consistent with the execution of its capital management strategy. The Company expected to drive 2020 performance by achieving challenging goals, including:
continued unit cost initiative expense savings;
volume growth; and
positive underwriting margins (although lower than very favorable 2019 results).
The Company expected unfavorable market factors and higher taxes compared to 2019 would more than offset these achievements.
MetLife set Core Adjusted ROE and Core Adjusted EPS targets of 12.3% and $6.16, respectively, and a goal to return approximately $4.5 billion of excess capital to shareholders through common stock dividends and share repurchases.
MetLife’s 2020 Business Plan assumed continued low long-term interest rates, a flatter yield curve, lower variable investment income than in 2019, and that the strong 2019 equity market performance would return to more normal levels. The Company also expected higher taxes due to lower tax credits and increased pre-tax earnings in several higher tax jurisdictions, and because several 2019 favorable tax items would not reoccur in 2020.

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2021 Proxy Statement
2020 Core Performance Versus 2020 Business Plan The Company’s 2020 performance met or exceeded each of its Core Business Plan goals.
MetLife’s expense and underwriting discipline drove successful expense margins and higher underwriting results despite the COVID-19 pandemic conditions. MetLife’s variable investment income and recurring interest margins exceeded its goals, which more than offset headwinds from weaker global currencies versus the U.S. dollar. MetLife also successfully defended several tax positions and had lower taxes on non-U.S. operations.
MetLife’s strong expense discipline drove favorable margins and produced a Core Direct Expense Ratio better than its goal. The Company produced better than Business Plan underwriting results in the Group Dental, EMEA and Asia Accident and Health, Retirement and Income Solutions, Group Disability, and Long-Term Care businesses. These more than offset higher life claims in Group Benefits, Latin America, and MetLife Holdings.
MetLife’s higher private equity and hedge fund investment performance produced successful variable investment income better than plan, overcoming the effects of a stronger U.S. dollar. The Company earned higher recurring interest margins. Its derivatives, securities lending income, and lower liability interest crediting hedged against low short-term interest rates more than offset challenges from lower longer-term interest rates and lower real estate income.


Performance and Compensation Decisions
The Compensation Committee’s and Board’s decisions on Executive Officer compensation for 2020, including compensation to the Named Executive Officers, reflected their view of the Company’s performance and each executive’s performance relative to goals and other challenges and opportunities that arose in 2020 as well as the officers’ potential for future contributions. MetLife met or exceed all of its Core goals, and continued to succeed in pursuing its Next Horizon Strategy, despite the COVID-19 pandemic. The Committee’s and Board’s review of performance included the results shown in Highlights of Business Results. The Company’s 2019 results, modified as noted below, are included for reference.

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2021 Proxy Statement
This presentation reflects the Compensation Committee’s and Board’s review of the 2020 Business Plan and 2020 MetLife performance results for purposes of determining the Executive Officers’ Total Compensation, including its assessment of the CEO’s 2020 performance. In all cases, the 2020 Business Plan goals were set before the significant effects of the COVID-19 pandemic were apparent, and the Company did not adjust or change those goals.
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2021 Proxy Statement
The 2020 results, on a non-Core basis, for Adjusted Earnings, Adjusted EPS, Adjusted ROE, and Direct Expense Ratio were $5,623 million, $6.16, 11.9%, and 10.9%, respectively.
The 2020, 2019, and 2018 Core Free Cash Flow Ratios were 69%, 87%, and 56%, respectively. On a non-Core basis, the 2020, 2019, and 2018 Free Cash Flow as a Percentage of Adjusted Earnings were 71%, 86%, and 62%, respectively.
See Appendix B for definitions of these non-GAAP measures and reconciliations to the most directly comparable measures that are based on GAAP.
For Adjusted Earnings and Adjusted ROE results the Committee used to determine performance factors for certain incentive compensation purposes, see Appendix A.
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2021 Proxy Statement
Highlights of Executive Performance and Compensation
For 2020, MetLife maintained its commitment to its pay for performance philosophy. The Compensation Committee’s decisions on the compensation of the Named Executive Officers reflected the Committee’s view of the Company’s overall strategic direction and financial performance, and each executive’s performance relative to goals and other challenges and opportunities that arose in 2020.
The Named Executive Officers in this Proxy Statement are:
•    President and CEO Michel A. Khalaf;
•    Executive Vice President and Chief Financial Officer John D. McCallion;
•    Executive Vice President, Global Technology and Operations Bill Pappas;
•    Executive Vice President and Chief Investment Officer Steven J. Goulart; and
•    President, U.S. Business Ramy Tadros.


Compensation for 2020 Performance
Under the leadership of Mr. Khalaf and the Executive Officers, the Company delivered strong financial performance for 2020 and demonstrated progress on multiple important goals. MetLife met or exceeded each of its Core financial metrics for 2020.
The vast majority of Mr. Khalaf’s and the other Named Executive Officers’ Total Compensation was variable and depended on performance. The Committee reviewed MetLife’s annual and long-term incentive plans early in 2020 and determined the plans would enable the Committee to continue aligning pay and performance without changing the plan structures or goals in light of potential COVID-19 pandemic impacts. Following the end of the year, the Committee endorsed a 2020 AVIP funding performance factor of 100.8% of target for the approximately 27,000 AVIP-eligible employees globally. The AVIP funding for 2020 was lower than for 2019, which was above-plan, thus most Executive Officer awards are less than last year. Based on significant progress on Next Horizon objectives, and expectations for the impact that progress will have on the future performance of the company, new stock-based long-term incentive awards made in early 2021 were in some cases higher than the prior year. The Committee’s specific decisions and rationale for individual AVIP and LTI awards based on 2020 performance are highlighted on the following pages.
To ensure that these compensation decisions continue to align with performance, the Committee awarded 70% of Executive Officers’ total LTI award value in Performance Shares. The performance metrics for the Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted ROE performance against the Business Plan. The Executive Officers’ LTI in Restricted Stock Units and Stock Options also aligns with the value of Shares. As a result, the LTI granted in 2021, and the Executive Officers’ outstanding LTI, align executives’ potential rewards with shareholder returns.
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2021 Proxy Statement
The following table presents a holistic view of the incentive compensation decisions for AVIP and LTI the Compensation Committee endorsed in early 2021 based on 2020 performance. This table is not a substitute for the Summary Compensation Table. The following pages present additional detail on how the Committee took account of individual performance.
The 2020 compensation decisions reflect lower 2020 total AVIP funding compared to 2019 as well as a variety of individual factors such as contributions to 2020 results, potential for future contributions, and the following:
Mr. Khalaf was appointed President and CEO effective May 1, 2019; 2020 was his first full year as CEO.
Mr. Khalaf and Mr. McCallion were awarded LTI that reflected their leadership as MetLife continued to demonstrate strong financial and operational performance, despite severe headwinds from the COVID-19 pandemic, while positioning the Company for future success.
Mr. Pappas joined MetLife on November 19, 2019, and thus was not considered for an AVIP award or a standard LTI grant related to 2019; 2020 was his first full year at MetLife and he received an AVIP award and a standard LTI grant in early 2021 as noted in the table below.
Mr. Tadros was appointed to his current role on May 1, 2019; 2020 was his first full year as President, U.S. Business. His compensation reflects growth in U.S. Group Benefits as well as Retirement and Income Solutions, MetLife's second-highest-ever year of Pension Risk Transfer sales, successful entry into the U.K. longevity risk transfer market, the effective integration of PetFirst and Willing, and the accretive acquisition of Versant Health as announced in September 2020.
Compensation Committee Performance-Year Incentive Decisions (made in 2021)
Performance Year 2020
2020 Versus 2019 (5)
Name
Base
Salary
Earned
($) (1)
AVIP
Award
($) (2)
LTI Granted in 2021
($) (3)
Total
Compensation
($) (4)
AVIP
Award
($)
LTI
($)
Total
Compensation
($)
Michel A. Khalaf1,312,500 4,250,000 11,500,000 17,062,500 (5.6)%15.0%9.5%
John D. McCallion887,500 2,400,000 4,000,000 7,287,500 (4.0)%11.1%5.5%
Bill Pappas (6)850,000 2,000,000 3,500,000 6,350,000 
Steven J. Goulart918,750 2,100,000 4,000,000 7,018,750 (4.5)%0.0%(0.7)%
Ramy Tadros818,750 2,000,000 3,500,000 6,318,750 14.3%16.7%14.5%
1    None of MetLife’s Executive Officers received a base salary increase during the Committee’s annual review process in early 2021 as MetLife focused its limited salary increase budget in the U.S. and most other markets on employees below the Assistant Vice President level.
2    Reflects the AVIP award for 2020 performance paid in 2021, reported on the Summary Compensation Table.
3    Reflects the award value of standard LTI granted in 2021. This is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 2022 Proxy Statement.
4    Total Compensation for 2020 comprises base salary earned during 2020, AVIP awards for 2020 performance, and award value of LTI granted in 2021.
5    Reflects each of Total Compensation for 2020 and its elements, as described in note 4 above, compared to similarly-calculated Total Compensation for 2019.
6    Mr. Pappas was employed for only a portion of the final two months of 2019. Accordingly, the Company granted him no AVIP award for 2019 or standard LTI in 2020.
For more information, see Aspects of Individual Performance.
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