DEF 14A 1 ny20001550x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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METLIFE, INC.

(Name of Registrant as Specified in Its Charter)

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MetLife, Inc.

200 Park Avenue, New York, NY 10166

April 29, 2022

Dear Fellow Shareholder:

“Before anything else, preparation is the key to success.”

While it has been more than 100 years since Alexander Graham Bell coined this phrase, this sentiment has guided us through the challenges of the past year. In 2021, the Board remained focused on ensuring that we are prepared for uncertain economic conditions resulting from global unrest, the Company’s emergence from the COVID-19 pandemic and adaptation to more flexible and agile ways of working, and enhancing readiness and resilience in the face of ever-increasing cybersecurity threats.

That preparation has paid off. The Company has delivered another year of strong financial results for investors, while continuing to innovate and develop agile and digital tools to better serve customers. Employees recently returned to their offices under a Future Work model designed to provide flexibility while also promoting productivity. And MetLife accelerated efforts to prove itself as a champion of diversity and inclusion, and a responsible steward of the environment. Management has done an outstanding job executing on each of these, and many other essential elements of the Company strategy, to optimize the value of your investment.

The Board remains committed to ensuring that we are prepared for whatever may come next. Last September, the Board held a full-day strategy session to assess the execution of the Next Horizon strategy and concluded that the Company was on track. Directors also participated in an intensive cyber resilience and crisis management simulation session, including a simulation to demonstrate MetLife’s response readiness in the event of a cyber-crisis incident.

Perhaps the most critical way that the Board prepares for the future is by securing the right skills and experience in the boardroom to face the challenges that lie ahead. Recently, we were fortunate to welcome Carla Harris, a strong motivational leader with extensive experience in investments and financial services, and the perfect addition to our Board.

Finally, I thank you, our shareholders, for your continued investment in MetLife. I encourage you to read this Proxy Statement and the instructions on the pages that follow to learn more about the Company and how to cast your votes and participate in our virtual annual meeting of shareholders. Your vote is important to us – even if you do not attend the meeting, please be sure that you vote your shares.

Sincerely,

R. Glenn Hubbard

Chairman of the Board

MetLife, Inc.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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, 2022 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,

Timothy J. Ring

Vice President and Secretary

New York, New York

April 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 21, 2022:

The accompanying Proxy Statement, the MetLife, Inc. 2021 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The 2022 annual meeting of shareholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/MET2022.

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2022 Proxy Statement

PROXY STATEMENT

This Proxy Statement contains information about the 2022 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, 2022. The Notice includes instructions on how to access the Proxy Statement, 2021 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, 2022. See “Accessing your proxy materials” in Information About the Annual Meeting, Proxy Voting, and the Board of Directors for additional information.

PROXY STATEMENT INTRODUCTION			i
TABLE OF CONTENTS			i
A NOTE ABOUT FINANCIAL MEASURES			ii
PROXY SUMMARY			1
PROPOSAL 1 – Election of Directors for a One-Year Term Ending at the 2023 Annual Meeting of Shareholders			15
Board Composition and Refreshment			16
Director Nominees			17
Corporate Governance			30
Corporate Governance Guidelines			30
Information About the Board of Directors			30
Information About Board Committees			34
Procedures for Reviewing Related Person Transactions			38
Related Person Transactions			38
Codes of Conduct			38
Director Share Ownership Requirement			38
Director Indemnity Plan			39
Hedging and Pledging Prohibited			39
Sustainability at MetLife			40
Cybersecurity and Privacy			47
Director Compensation			48
PROPOSAL 2 – Ratification of Appointment of the Independent Auditor			50
Independent Auditor’s Fees			51
Audit Committee Report			52
PROPOSAL 3 – Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers			54
Compensation Committee Report			55
Compensation Discussion and Analysis			56
Key Highlights			57
How did we perform?			59
MetLife’s Next Horizon Strategy			59
Highlights of Business Results			59
Highlights of Executive Performance and Compensation			61
What are our executive compensation practices?			70
Compensation Philosophy and Objectives			70
Key Features of MetLife’s Executive Compensation Program			70

Say-on-Pay Vote and Shareholder Engagement			71
Components of Compensation and Benefits			72
Determining Total Compensation for Performance			73
How did we compensate our CEO and other Named Executive Officers?			74
Base Salary			74
Annual Incentive Awards			74
Stock-Based Long-Term Incentives (LTI)			76
Retirement and Other Benefits			82
Potential Termination Payments			83
How do we review compensation against peer companies?			85
How do we manage risk related to our compensation program?			88
Risk Management			88
Executive Share Ownership			89
Stock-Based Award Timing Practices			90
Tax Considerations			90
Accounting Considerations			90
Summary Compensation Table			91
All Other Compensation			95
Grants of Plan-Based Awards			96
Outstanding Equity Awards			97
Option Exercises and Stock Vested			99
Pension Benefits			100
Nonqualified Deferred Compensation			104
Potential Payments upon Termination or Change-in-Control			107
Pay Ratio			110
OTHER INFORMATION			111
Security Ownership of Directors and Executive Officers			111
Security Ownership of Certain Beneficial Owners			113
Information About the Annual Meeting, Proxy Voting, and the Board of Directors			114
Additional Information			117
Appendix A – Compensation Discussion and Analysis Supplementary Information			A-1
Appendix B – Non-GAAP and Other Financial Disclosures			B-1
Glossary			G-1

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2022 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)	2019	2020	2021
Net income (loss) available to MetLife, Inc.’s common shareholders		$ 5,191	$ 6,353
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share		$5.68	$7.31
Return on MetLife, Inc.’s common stockholder equity	9.8%	7.6%	9.7%
Net investment income			$21,395
Book value per common share		$78.67	$77.12
Expense ratio	19.9%	18.4%	18.2%
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders	73%	67%	59%

2021
($ in millions)	U.S.	Group Benefits	Retirement and Income Solutions	Asia	Latin America	EMEA	MetLife Holdings	Corporate & Other
Adjusted earnings available to common shareholders	$ 3,221	$ 472	$ 2,749	$ 2,298	$ 291	$ 301	$ 2,242	$ (399)

EMEA refers to Europe, the Middle East, and Africa.

This Proxy Statement refers to Core (underlined terms have the meanings ascribed to them in the Glossary) financial measures, including:

•	Core Adjusted Earnings;

•	Core Adjusted EPS;

•	Core Adjusted ROE;

•	Core Direct Expense Ratio;

•	Core Free Cash Flow; and

•	Core Free Cash Flow Ratio.

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 2021 AVIP were based on Adjusted Earnings, and are not modified for Notable Items or other Core modifications; and

•	2019-2021 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings and are not modified for Notable Items.

See Appendix B for further information.

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2022 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, 2022

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.



Internet	Telephone	Mail
www.proxyvote.com no later than 11:59 p.m., Eastern Time, June 20, 2022	1-800-690-6903 no later than 11:59 p.m., Eastern Time, June 20, 2022	Complete, sign, and return your proxy card by mail (if you received printed copies of the proxy materials) so that it is received by MetLife c/o Broadridge prior to the Annual Meeting.

Proposals for Your Vote

Proposals	Board Recommendation	Vote Required
Proposal 1 Election of 13 Directors named in this Proxy Statement to one-year terms	FOR each nominee	Majority of Shares voted
Proposal 2 Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2022	FOR	Majority of Shares voted
Proposal 3 Advisory vote to approve compensation paid to the Company’s Named Executive Officers	FOR	Majority of Shares voted

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2022 Proxy Statement

MetLife at a Glance

1 As of December 31, 2021.

2 As of December 31, 2021. At estimated fair value.

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2022 Proxy Statement

MetLife: Key 2021 Accomplishments

✔ Executed on Next Horizon Strategy

✔ Successfully managed in COVID-19 environment

✔ Generated strong top-line growth and robust investment returns

✔ Delivered on key financial commitments

◆ Core Adjusted ROE of 16.5%, above target range of 12-14%

◆ Generated strong free cash of $3.8 billion, above expectations

◆ Core Direct Expense Ratio of 11.6%, down 40 basis points year-over-year

✔ Returned a record of $6 billion to shareholders

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2022 Proxy Statement

Next Horizon Strategy

MetLife continues to demonstrate its commitment to superior execution of its

Next Horizon strategy.

Deploying capital to businesses with attractive returns and payback periods	Exited the MetLife Property & Casualty business, Poland and Greece	Reinvested to enable growth and enhance the customer experience

Returned record ~$6.0 billion of capital to shareholders	Maintained Core Direct Expense Ratio below 12.3%	Expanding wellness solutions globally by introducing Upwise™ in the U.S. and 360Health in Asia

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MetLife’s Long-Term Value Creation

1 Five-year period beginning 1/1/2020 through 12/31/2024.

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2022 Proxy Statement

MetLife’s Globally-Diversified, Market-Leading Businesses

1 Excludes Corporate & Other

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2022 Proxy Statement

Executive Pay for Performance

The Company maintained its pay for performance practices in 2021. The vast majority of the Total Compensation for 2021 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 the creation of shareholder value. The vast majority of MetLife’s Named Executive Officers’ Total Compensation depends directly on Share value and performance, and 70% of the stock-based long-term incentives (LTI) granted depends on performance against Business Plan goals and Total Shareholder Return (TSR) relative to peers.

MetLife’s Compensation Committee continued to link pay and performance by:

✔	considering the Company’s successful financial performance and progress on Next Horizon strategic objectives - as well as individual executive performance and shared goals, including on ESG and DEI - in determining compensation actions for 2021.

✔	approving funding for MetLife’s Annual Variable Incentive Plan (AVIP) at 126.8% of target based on the Company’s 2021 Adjusted Earnings performance, exceeding the Business Plan goal, as described in Annual Incentive Awards.

✔

approving the settlement of 2019-2021 Performance Shares at 141.3% of target shares, a notable improvement over the prior period (2018-2020) outcome largely due to outstanding TSR relative to peers, resulting in maximum performance achievement, while the Adjusted ROE relative to Business Plan goals exceeded target performance, as described in Stock-Based Long-Term Incentives (LTI).

✔

maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted ROE against the Business Plan goals.

✔	incorporating sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.

✔	using executive compensation practices with strong risk-mitigation and corporate governance features, as shown in Key Features of MetLife’s Executive Compensation Program.

Key highlights of performance the Compensation Committee considered in making Total Compensation decisions for the Executive Officers, and how it aligned those decisions with performance, are described in the Compensation Discussion and Analysis.

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2022 Proxy Statement

Sustainability Highlights at MetLife

At MetLife, sustainability means being able to live our purpose—Always with you, building a more confident future—for the long-term. MetLife has focused on deploying the full strength of its people, products, services, and investments to create long-term value for all of its stakeholders, while serving as a force for good in the world. MetLife’s comprehensive sustainability strategy highlights the Company’s strategic approach to monitoring and managing environmental, social, and governance (ESG) issues, including those involving diversity, equity and inclusion (DEI).

1As of December 31, 2020. Comprised of premium credits and contributions from MetLife Foundation; ²Reflects the approximate total amount spent since the inception of MetLife’s Supplier Development and Inclusion Program, as of December 31, 2021; ³As of December 31, 2021, at estimated fair value; ⁴As of December 31, 2020. Responsible investments at MetLife are defined as those investments that achieve both a market financial return and promote social and/or environmental benefits. These investments include green investments, infrastructure, municipal bonds, impact and affordable housing investments; ⁵By MetLife employees; ⁶MetLife’s goals for GHG emissions and carbon neutrality apply to all of its owned and leased offices across the world, its fleet of automobiles (Scope 1 and 2 emissions), and its employee business travel (Scope 3 emissions); ⁷As of December 31, 2020. Green investments at MetLife are defined as investments in projects, infrastructure, or companies that support or provide environmentally friendly products and practices.

ESG Governance and Oversight

ESG is fully integrated into all parts of MetLife’s operations and management. The Board and its committees oversee the assessment and management of various ESG matters, including ESG risks, risk associated with the enterprise investment portfolio, and policies concerning climate change. In addition, MetLife’s management provides periodic updates to the full Board and its committees on various ESG matters, and reviews and guides strategies, initiatives, and policies across the organization related to MetLife’s sustainability efforts. ESG performance is reflected in aspects of executive officer performance assessments, which impacts their Total Compensation.

2030 Climate Goals

MetLife continues to build on its longstanding commitment to environmental stewardship with its previously announced 2030 climate goals—eleven goals that aim to reduce the environmental impact of MetLife’s global operations and supply chain, while leveraging its investments, products, and services to help protect communities and drive innovative solutions. In 2021, MetLife made progress toward achieving each of these 2030 climate goals.

2030 DEI Commitments

MetLife recently announced, in March 2022, comprehensive DEI commitments to achieve by 2030. The commitments address the needs of the underserved and underrepresented through MetLife’s investments, products and services, supply chain, volunteering and community efforts.

For more information on MetLife’s sustainability practices, please refer to Sustainability at MetLife.

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2022 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		Annual election of all Directors Shareholder right to call special meeting Shareholder proxy access Majority vote standard for uncontested 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 Directors encouraged to limit public company board service to no more than three other boards

Cybersecurity Risk Oversight and Safeguards

In conjunction with the Finance and Risk Committee’s oversight of the management of material risks, the Board of Directors oversees MetLife’s information security program that institutes and maintains controls for the systems, applications, and databases of the Company and of its third-party providers. Designed to protect the confidentiality, integrity and availability of all data MetLife owns or possesses, the program includes controls and procedures for monitoring, reporting, managing, and remediating cyber threats. MetLife’s Chief Information Security Officer (CISO) manages the program, with collaboration across the Company’s businesses and functions. The CISO and the head of Global Technology & Operations present updates to the Audit Committee quarterly and, as necessary, to the full Board. They also promptly inform and update the Board about any information security incidents that may pose significant risk to the Company. For more information on MetLife’s Cybersecurity risk management, please refer to Cybersecurity and Privacy.

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2022 Proxy Statement

Human Capital Management

MetLife believes that the ability to attract, retain, protect, develop, and competitively compensate its diverse workforce is a vital component in its success. In 2021, MetLife enhanced its focus on each of these elements. By championing inclusion at every level of the Company, MetLife continues to build a purpose-driven and inclusive culture where employees are comfortable and confident.

For more information about ESG Oversight and Governance, MetLife’s DEI commitments and human capital management practices, please refer to Sustainability at MetLife.

Board Oversight of Risk Management

The Company’s Board of Directors has active and robust practices in risk-management oversight:

•	The Finance and Risk Committee oversees assessment, management, and mitigation of material risks, as well as capital and liquidity management practices.

•	Other committees also have significant risk-management oversight responsibilities:

✔	Audit: internal controls, information security and cybersecurity, and relevant legal and regulatory compliance;

✔	Governance and Corporate Responsibility: ethics, compliance programs, sales practices, management succession, and reputation, as well as strategies, activities and initiatives related to sustainability and DEI;

✔	Investment: investment portfolio risks; and

✔	Compensation: compensation plan risks (e.g., avoiding incentives to take excessive risk).

Shareholder Engagement

In 2021, 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 more than 50% of MetLife outstanding shares (not including MetLife Policyholder Trust shares) and leading proxy advisory firms to meet and share their views on issues important to them. The Company ultimately engaged with those shareholders wishing to discuss the Company’s sustainability practices, including corporate governance, board composition, sustainability commitments, metrics and disclosures, and DEI efforts. Many shareholders who declined an invitation to engage indicated that they had no concerns which merited discussion. No shareholder expressed concerns about the Company’s executive compensation, Board composition or governance structure.

The Company has continued to enhance its sustainability disclosure and align it to the relevant elements of the reporting frameworks developed by the Sustainability Accounting Standards Board (now known as the Value Reporting Foundation) (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD). For more information about the Company’s sustainability efforts and achievements, see Sustainability at MetLife.

Investor feedback continues to inform the Company’s sustainability efforts, executive compensation programs and disclosure practices. MetLife looks forward to continuing to engage with its shareholders, formally and informally, on issues important to them.

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2022 Proxy Statement

Director Nominees’ Diversity, Independence, Tenure, and Experience

The Company has nominated highly qualified independent leaders to serve on its Board of Directors.

Based on Directors self-identifying their race and ethnicity based on the following categories, used 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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2022 Proxy Statement

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

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2022 Proxy Statement

The following table provides summary information about each Director nominee. The designations below will be effective June 21, 2022, immediately following the Annual Meeting, provided that each Director is re-elected.

1	Committee Membership will be determined by the Board at a later date.

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2022 Proxy Statement

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2022 Proxy Statement

PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors recommends that you vote FOR the election of each of the Director nominees.

The Company’s success and long-term value depend on the judgment, skills, and experiences of its Directors. As a Board, these individuals oversee MetLife’s business policies and strategies. They also oversee the CEO, the other Executive Officers and the other most senior members of management in their management of the Company’s business.

The Board of Directors currently has 13 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 its size 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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2022 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, cybersecurity and technology-driven issues, and the related regulatory landscape.
Regulated Industry / Government. Experience in operating businesses in similar, highly regulated industries, interacting with regulators, and policymakers and/or working in government.			Corporate Affairs. Experience in corporate affairs, philanthropy, community development, and environmental or corporate responsibility.
Investments. Experience in financial investments markets and investment decisions and strategy.

The Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds, and diversity, though the Company does not have a formal Board diversity policy. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board.

Five new directors

since 2018

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2022 Proxy Statement

Director Nominees

	Cheryl W. Grisé age 69, 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

•	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)

•	Trustee Emeritus, University of Connecticut Foundation

•	Trustee Emeritus, Kingswood Oxford School

•	Senior Fellow, American Leadership Forum

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

•	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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2022 Proxy Statement

	Carlos M. Gutierrez age 68, 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

•	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)

•	Member, Tent Partnership for Refugees Advisory Council

•	Co-founder, TheDream.US

•	Former Chairman, National Foreign Trade Council

•	Former Chairman, U.S. Chamber of Commerce’s U.S.-Cuba Business Council

•	Former member, U.S. Chamber of Commerce’s U.S.-India Business Council

•	Former member, Board of Directors, PwC (United States)

•	Other public company directorships: Occidental Petroleum Corporation; Exelon Corporation

•	Prior public company directorships (past five years): Time Warner, Inc.

•	Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies

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2022 Proxy Statement

	Carla A. Harris age 59, Senior Client Advisor, Morgan Stanley
	Director since 2022 With more than thirty years of experience as a senior leader of a global financial services firm, Ms. Harris brings a keen understanding of investments, global markets and strategic transactions. Over the course of her career, she has executed equity and M&A transactions and led initiatives focused on enhancing client connectivity and improving revenue generation. Ms. Harris is a published author, award-winning podcaster, public speaker and widely-recognized leader in efforts to promote equity and inclusion who has developed and led initiatives to create opportunities for diverse future leaders. This background enables Ms. Harris to contribute significantly to the development and execution of MetLife’s business and sustainability strategies.
Primary Qualifications	Executive Leadership Financial Services	Corporate Governance / Public Company Board Investments

•	Morgan Stanley, a multinational investment bank and financial services firm (1987 – present)

–	Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy

(2012 – 2021)

–	Member and leader of various teams focused on mergers and acquisitions, equity capital markets, and asset management (1987 – 2012)

•	Director, Sponsors for Educational Opportunity (SEO)

•	Director, Mother Cabrini Health Foundation

•	Director, Sesame Workshop

•	Member, Harvard University Board of Overseers

•	Former Chair, Morgan Stanley Foundation

•	Former Chair, Executive Leadership Foundation

•	Former Chair, The Foodbank of New York City

•	Other public company directorships: Walmart, Inc., Cummins, Inc.

•	A.B. and M.B.A., Harvard University

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2022 Proxy Statement

	Gerald L. Hassell age 70, 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

•	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

•	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

•	B.A., Duke University

•	M.B.A., New York University Stern School of Business

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2022 Proxy Statement

	David L. Herzog age 62, 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

•	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)

•	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

•	B.S., University of Missouri-Columbia

•	M.B.A., University of Chicago Booth School of Business

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2022 Proxy Statement

	R. Glenn Hubbard, Ph.D. age 63, Dean Emeritus and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University, and Professor of Economics, Faculty of Arts and Sciences, Columbia University
	Independent Chairman of the Board Director since 2007 As an economic policy advisor to the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions and emergent regulations, and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions and developing regulations, and economic policies may impact MetLife’s investments, businesses, and operations worldwide.
Primary Qualifications	Corporate Governance / Public Company Board Investments	Regulated Industry / Government Corporate Affairs

•	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)

•	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); TotalEnergies SE

•	Prior public company directorships (past five years): Automatic Data Processing, Inc.

•	B.A. and B.S., University of Central Florida

•	Ph.D. and A.M., Harvard University

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2022 Proxy Statement

	Edward J. Kelly, III age 68, 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

•	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)

•	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; Dollar Tree, Inc.

•	Prior public company directorships (past five years): CSX Corporation; XL Group Ltd

•	A.B., Princeton University

•	J.D., University of Virginia School of Law

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2022 Proxy Statement

	William E. Kennard age 65, 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

•	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)

•	Member of:

–	Board of Directors, Eagle Hill School

–	Advisory Board, Artificial Intelligence Foundation

•	Trustee, Yale University

•	Former member of Board of Directors, International African American Museum

•	Other public company directorships: AT&T Inc.; Ford Motor Company

•	Prior public company directorships (past five years): Duke Energy Corporation

•	B.A., Phi Beta Kappa, Stanford University

•	J.D., Yale Law School

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2022 Proxy Statement

	Michel A. Khalaf age 58, 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

•	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

•	Member of:

–	Advisory Board, U.S. Chamber of Commerce China Center

–	Board of Directors, U.S.-China Business Council

–	Board of Directors, Geneva Association

–	Board of Directors, New York City Partnership

•	B.S., Engineering, Syracuse University

•	M.B.A., Finance, Syracuse University

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2022 Proxy Statement

	Catherine R. Kinney age 70, 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

•	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)

•	Member, Economic Club of New York

•	Member, Finance and Investment Committees, Archdiocese of New York

•	Member, Board of Directors and Investment, Compensation, Governance 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.; SolarWinds Corporation

•	Prior public company directorships (past five years): QTS Realty Trust, Inc.

•	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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2022 Proxy Statement

	Diana L. McKenzie age 57, 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

•	Health Rhythms, Inc., a mental health and wellness company

–	Advisor (May 2021 – Present)

•	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 – August 2021)

•	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)

•	Executive Advisor, World 50 CIO Community

•	Member, Ridge Ventures CIO Advisory Council

•	Board Member, T200 CXO Women in Technology

•	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

•	B.S., Purdue University

•	Information Technology Management Program, University of California, Los Angeles

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2022 Proxy Statement

	Denise M. Morrison age 68, 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

•	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)

•	Trustee, Boston College

•	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

•	Former Member, Advisory Board, Tufts University Friedman School of Nutrition Science and Policy

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

•	Prior public company directorships (past five years): Campbell Soup Company

•	B.S., Boston College

•	Honorary Doctorate, Saint Peter’s University

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2022 Proxy Statement

	Mark A. Weinberger age 60, 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

•	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)

•	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

–	Board of Trustees, JUST Capital

•	Member and former Audit Committee Chair, 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.

•	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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2022 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;

•	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, and independent Chairman and Lead Director responsibilities;

•	Board committees;

•	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 13 Directors, 12 of whom are both Non-Management Directors and Independent Directors. Twelve 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 have no material relationships with the Company or any of its consolidated subsidiaries and are 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 for determining Director independence. None of the relationships between the Independent Directors and MetLife are 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.

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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2022 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 to shareholders, if requested and appropriate.

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.

The Board also periodically rotates Committee chairs. Since December 2019, it has appointed new chairs of the Compensation Committee and Governance and Corporate Responsibility 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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2022 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, any candidate whom the Governance and Corporate Responsibility Committee would recommend for election to the Board must meet certain minimum qualifications, including those related to financial literacy, leadership experience, commitment to the Company’s values, absence of conflicting commitments, reputation and integrity and other factors.

The Governance and Corporate Responsibility Committee will consider shareholder recommendations of candidates for nomination as Director. To be timely, a shareholder recommendation must be submitted to the Governance and Corporate Responsibility Committee, MetLife, Inc., 200 Park Avenue, New York, NY 10166, Attention: Corporate Secretary, no earlier than the close of business on the 150th calendar day 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. For further information about shareholder recommendations for nominations of candidates, see Information About the Annual Meeting, Proxy Voting, and the Board of Directors.

The Governance and Corporate Responsibility Committee makes no distinctions in evaluating nominees based on whether or not a nominee is recommended by a

shareholder. Shareholders recommending a nominee must satisfy the notification, timeliness, consent, and information requirements set forth in the Company’s By-Laws concerning Director nominations by shareholders. Among other things, the shareholder’s recommendation must set forth all the information regarding the recommended candidate that is required to be disclosed in solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and related regulations, and must include the recommended candidate’s written consent to being named in the Proxy 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 the Board of Directors.

Risk Management Oversight. The Board of Directors oversees management in its design and implementation of the Company’s risk management. For example, the Board oversees management’s development and execution of appropriate business strategies to mitigate the risk that such strategies will fail to generate long-term value for the Company and its shareholders or that such strategies will motivate management to take excessive risks.

The Board also oversees the development and implementation of processes and procedures to mitigate the risk of failing to ensure the orderly succession of the CEO and the senior executives of the Company. The Board believes that the continuing development of the Company’s managerial leadership is critically important to the Company’s success. The Board, in coordination with the Governance and Corporate Responsibility Committee, periodically reviews the skills, experience, and development plans of the Company’s senior leaders who may ultimately be candidates for senior executive positions. The Directors meet regularly with senior leaders in the context of Board business, giving them an opportunity to assess the qualifications of these individuals. In addition, the Board plans for executive succession to ensure that the Company will have managerial talent available to replace current executives when that becomes necessary.

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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

•	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.

•	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.

•	reviews the Company’s assessment and management of material risks, including its performance against applicable policies and procedures and related benchmarks and target metrics.

•	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.

•	reviews reports from the Chief Risk Officer at every regularly scheduled Committee meeting and other members of management regarding the steps taken to measure, monitor and manage risk exposure in the enterprise.

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.

•	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.

•	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).

•	reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity.

The Compensation Committee

•	reviews the Company’s compensation practices, overseeing risk management with respect to the Company’s compensation arrangements.

•	consults with the Chief Risk Officer at least annually to review the Company’s compensation arrangements and practices to ensure that they do not encourage excessive or inappropriate risk taking.

The Governance and Corporate Responsibility Committee

•	reviews the Company’s proposed succession and development plans for Executive Officers.

•	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.

•	reviews and approves the annual compliance plan.

•	oversees the Company’s goals and strategies concerning legislative, regulatory, and corporate responsibility initiatives that impact the Company’s interests.

The Investment Committee

•

oversees, in coordination with the Finance and Risk Committee, the management and mitigation of risks associated with the MetLife investment portfolios and of the consolidated MetLife enterprise, including credit risk, portfolio allocation and diversification risk, derivatives risk, and counterparty risk associated with such portfolios.

Throughout the year, the Board and its Committees receive reports from the Chief Risk Officer and other senior management on enterprise risk management and specific risk topics.

Board Membership. For information about the current membership of the Board of Directors and the Board Committees among directors nominated for re-election, see Director Nominees’ Diversity, Independence, Tenure and Experience.

Board Meetings and Director Attendance. In 2021, the Board of Directors held 5 meetings, and the MetLife Board Committees held a total of 32 meetings. Each of the current Directors who served during 2021 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 New York Stock Exchange (NYSE) to the extent applicable. Current, printable versions of these charters are available on MetLife’s website at www.metlife.com/about-us/corporate-governance/.

Audit Committee CHAIR David L. Herzog MEMBERS Cheryl W. Grisé Edward J. Kelly, III Catherine R. Kinney Diana L. McKenzie Mark A. Weinberger Number of meetings in 2021: 10			The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee: • the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements; • the adequacy of the Company’s internal control over financial reporting; • the integrity of the Company's consolidated financial statements; • the qualifications and independence of the Company's independent auditor; • the appointment, retention, performance, and compensation of the Company's independent auditor and the performance of the internal audit function; and • the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities.
			In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the Chief Auditor and the independent auditor significant issues regarding accounting and auditing principles and practices and financial statement presentations. These matters may include existing, new or changing critical audit matters, critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles, the adequacy of the Company’s internal control over financial reporting, and the Company’s practices with respect to non-GAAP financial information. The Audit Committee reviews the Company’s earnings press releases and related practices with management in advance of such disclosure.
			The Audit Committee periodically discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management (including risks relating to MetLife information security systems and vendor risk management programs), and reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity.
			The Audit Committee’s activities during 2021 with respect to the oversight of the independent auditor are described in more detail in Proposal 2 — Ratification of Appointment of the Independent Auditor, and its responsibilities for oversight of risk management are further discussed under “Risk Management Oversight” in Information About the Board of Directors.
			All members of the Audit Committee are Independent Directors who meet the additional independence requirements of the NYSE Corporate Governance Standards and Rule 10A-3 under the Exchange Act and are financially literate, as such qualification is interpreted by the Board of Directors. One member of the Audit Committee, Mark A. Weinberger, serves on the audit committees of three other public companies; however, the Board has determined that Mr. Weinberger’s simultaneous service on three other public company audit committees would not impair his ability to serve effectively on the Company’s Audit Committee. The Board has also determined that the following three members of the Audit Committee qualify as “audit committee financial experts,” as such term is defined by the SEC: David L. Herzog, Edward J. Kelly, III, and Mr. Weinberger.

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Compensation Committee CHAIR Cheryl W. Grisé MEMBERS Gerald L. Hassell David L. Herzog Edward J. Kelly, III Catherine R. Kinney Denise M. Morrison Number of meetings in 2021: 6			The Compensation Committee: • assists the Board of Directors in fulfilling its responsibility to oversee the development and administration of the Company’s compensation program, including equity-based incentives, 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 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 Chairs of the Finance and Risk, Governance and Corporate Responsibility, and Audit Committees serve on the Compensation Committee. These Directors bring information and perspective from the work of other committees directly to bear on the Compensation Committee’s decisions. This enhances the Compensation Committee’s execution of its responsibilities, including its role in overseeing management’s efforts to ensure that the Company’s compensation program does not encourage excessive risk-taking.
			The Compensation Committee has sole authority to retain or obtain the advice of a compensation consultant, independent legal counsel, or other advisor to the committee. Before the Compensation Committee retains or obtains the advice of an external advisor, it considers factors related to that person’s independence, including the factors that the Corporate Governance Standards of the NYSE require to be considered. The Compensation Committee is responsible for the appointment, compensation, and oversight of any advisor it retains.
			To assist the Compensation Committee in carrying out its responsibilities, the Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its executive compensation consultant. Meridian provided the Compensation Committee with information and data covering competitive market compensation levels and mix, and overall market trends concerning executive compensation and related governance practices. Meridian has advised the Compensation Committee about the overall design and implementation of MetLife’s executive compensation program, including decisions made under the program, and has advised the Compensation Committee about regulatory, governance, and technical developments that may affect the Company’s executive compensation program. Meridian also advises the Governance and Corporate Responsibility Committee on Non-Management Director compensation.
			To ensure the objectivity, independence, and candor of its advice, Meridian: • reports directly to the committees on executive and Non-Management Director compensation matters; • meets with the committees in executive sessions that are not attended by Company management; • has direct access to the committees’ chairs and members between meetings; and • provides no other services to the Company or its affiliates or subsidiaries.

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Compensation Committee (Continued)			The Company’s Corporate Governance Guidelines provide that any consultant retained by the Compensation Committee on executive compensation matters should not be retained to provide any services to management of the Company and Meridian did not provide any such other services in 2021.
			In addition, Meridian has provided the Compensation Committee with information regarding its relationship with MetLife as well as Meridian’s independence and policies for avoiding conflicts of interest. The Compensation Committee determined that Meridian’s work did not raise any conflict of interest.
			Under its charter, the Compensation Committee may delegate to a subcommittee or to the CEO or other Company officers any portion of its duties and responsibilities, if it believes such delegation is in the Company's best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards.

Executive Committee CHAIR Michel A. Khalaf MEMBERS Cheryl W. Grisé David L. Herzog R. Glenn Hubbard Edward J. Kelly, III William E. Kennard Denise M. Morrison Number of meetings in 2021: 0			The Executive Committee
			The Executive Committee exercises the powers of the Board of Directors, as needed, between meetings of the Board.

Finance and Risk Committee

CHAIR

Edward J. Kelly, III

MEMBERS

Gerald L. Hassell

David L. Herzog

William E. Kennard

Catherine R. Kinney

Diana L. McKenzie

Number of meetings

in 2021: 6

The Finance and Risk Committee:

• oversees the Company’s financial policies and strategies;

• in consultation with the Compensation Committee, oversees the appointment, retention, and performance of the Chief Risk Officer;

• reviews the Company’s key financial, risk, and business metrics;

• reviews and monitors all aspects of the Company’s capital plan, actions, and policies (including the guiding principles used to evaluate all proposed capital actions), targets, and structure (including the monitoring of capital adequacy and of compliance with the Company’s capital plan);

• reviews proposals and reports concerning and, within the scope of the authority delegated to it by the Board of Directors, makes recommendations to the Board regarding, or provides approvals of, certain capital actions (including the issuance, sale or repurchase of, or dividends on, the Company’s equity securities), strategic actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles, and applicable law;

• in coordination with the Audit Committee, reviews policies, practices, and procedures regarding risk assessment and management;

• reviews reports from the Chief Risk Officer and management of the steps taken to measure, monitor, and manage risk exposures in the enterprise (consulting with advisors and other Board committees as appropriate); and

• reviews benchmarks and target metrics related to financial and risk topics and monitors performance against these benchmarks and targets.

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Governance and Corporate Responsibility Committee CHAIR Denise M. Morrison MEMBERS Cheryl W. Grisé Carlos M. Gutierrez R. Glenn Hubbard Mark A. Weinberger Number of meetings in 2021: 5			The Governance and Corporate Responsibility Committee: • assists the Board in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria; • proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies; • develops and recommends to the Board for adoption corporate governance guidelines applicable to the Company; • ensures adequate Board processes to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and the Chief Actuary; • oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and • oversees the Company’s corporate citizenship programs and policies, including the Company's activities related to sustainability, environmental stewardship, human rights, corporate social responsibility, and diversity and inclusion.
			Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors about the performance of the Board and its Committees, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. The Committee reports these results to the full Board, and the Board also considers topics recommended by Directors for future Board and Committee meetings. In addition, the Board conducts biennial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director.
			The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s independent Directors and recommending any changes to the Board. None of the Company’s Executive Officers had any role in determining or recommending the amount or form of independent Director compensation for 2021. The Committee engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2021. Under its charter, the Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. For more information on Director Compensation, see Director Compensation.
			The Governance and Corporate Responsibility Committee monitors developments in corporate governance and makes recommendations to the Board.
			In 2021, the Governance and Corporate Responsibility Committee retained a search firm to assist with the recruitment of Carla A. Harris to the Board.

Investment Committee

CHAIR

William E. Kennard

MEMBERS

Carlos M. Gutierrez

Gerald L. Hassell

R. Glenn Hubbard

Denise M. Morrison

Number of meetings

in 2021: 5

The Investment Committee:

• oversees the management of the Company’s investment activities;

• reviews management reports on the Company’s investment activities and performance and on the conformity of those activities to authorizations and guidelines; and

• in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the Company’s investment portfolio.

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Procedures for Reviewing Related Person Transactions

The Company has established a written policy and procedures for the review, approval, or ratification of related person transactions. A related person transaction includes certain financial transactions, arrangements, or relationships in which the Company is or is proposed to be a participant and the amount involved exceeds $120,000, and in which a Director, Director nominee, Executive Officer of the Company, beneficial owner of more than 5% of any class of Company voting securities or any of their immediate family members has or will have a material interest. Related person transactions may include:

•	Legal, investment banking, consulting, or management services provided to the Company by a related person or an entity with which the related person is affiliated;

•	Sales, purchases, and leases of real or personal property between the Company and a related person or an entity with which the related person is affiliated;

•	Investments by the Company in an entity with which a related person is affiliated or by such entity in the Company, except where the related person has no material interest;

•	Contributions by the Company to a civic or charitable organization for which a related person serves as an Executive Officer; 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, Executive Officers, and more than 5% beneficial owners of the Company are required to report related person transactions in writing to the Chair of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee reviews, approves, or ratifies related person transactions. A vote of a majority of disinterested Directors of the Governance and Corporate Responsibility Committee is required to approve or ratify a transaction.

The Governance and Corporate Responsibility Committee will approve a related person transaction if it determines the transaction is fair and reasonable to the Company and consistent with the best interests of the Company, taking into account factors including: the business purpose of the transaction and the potential benefits to the Company; the materiality of the transaction to the Company; whether the transaction was proposed and considered in accordance with the Company’s ordinary business practices, and whether its terms are fair to the Company, at arm’s length and at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; any required public disclosure; any

impact on Director independence; whether the transaction is consistent with applicable codes of conduct of the Company; and any other information that would be material to investors. If a transaction is not approved or ratified, the matter may be referred to legal counsel for review and consultation regarding possible further action, including terminating the transaction if not yet entered into or, if it is an existing transaction, rescinding the transaction or modifying it in a manner that would allow it to be ratified or approved in accordance with the procedures.

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 Requirement

MetLife requires 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 3, 2022, each Non-Management Director who had served beyond the fifth anniversary of election to the Board met this requirement.

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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

Governance and Oversight

Monitoring and managing environmental, social and governance (ESG) issues, including those involving diversity, equity and inclusion (DEI), are fully integrated into all parts of MetLife’s operations and management. Recognizing the increased importance of ESG matters to both MetLife’s business and stakeholders, the Board in 2021 enhanced its framework for oversight of ESG strategy and execution to ensure that MetLife’s sustainability efforts are coordinated across all parts of the enterprise. The Board oversees the assessment and management of various ESG matters, including ESG risks, risk associated

with the enterprise investment portfolio, and policies concerning climate change. MetLife’s management provides regular updates to the full Board and its committees on various ESG matters, including diversity and inclusion, climate action, philanthropy, responsible investments, and regular updates on cybersecurity and privacy. The oversight of certain ESG matters falls within the responsibilities of various Board committees. ESG performance is reflected in aspects of executive officer performance assessments, which impacts their Total Compensation.

BOARD OF DIRECTORS

Finance and

Risk Committee

Investment

Committee

Governance and

Corporate

Responsibility

Committee

Audit

Committee

Compensation

Committee

• Oversees the Company’s assessment and management of material risk, including environmental risk, and reviews policies, practices and procedures regarding risk assessment and management

• Investment activities

• Investment portfolio risk management

• Corporate governance

• Compliance responsibilities and activities

• Sustainability/ESG strategy

• Board diversity

• Disclosures, controls and procedures

• Legal and regulatory compliance related to financial reporting

• Ethics and business conduct

• Information security and related controls

• Avoiding incentives to take excessive or inappropriate risk

• Human capital and talent strategy

MetLife’s Sustainability Strategy

MetLife is committed to promoting a more secure future for individuals, families, and communities around the world. The Company demonstrates its commitment to operating responsibly through the security MetLife provides customers, the claims MetLife pays during times of need, its activities and investments in the communities that the Company serves, and MetLife’s long-term investments in the broader economy. Sustainability is about managing business and responsibly delivering long-term value for all stakeholders. For MetLife, sustainability is about deploying the full strength of its people, products, services, and investments to create long-term value for all of its stakeholders and drive progress, while serving as a greater force for good in the world.

MetLife’s comprehensive sustainability strategy highlights the Company’s strategic approach to monitoring and managing ESG issues. As MetLife adapts to meet the needs of a rapidly changing world, it has recently flexed its business strategy to strengthen its commitment to address critical challenges such as climate change, gender and racial inequity, and disadvantaged communities.

MetLife’s sustainability strategy is closely aligned with the seventeen United Nations Sustainable Development Goals (U.N. SDGs). MetLife supports all 17 U.N. SDGs, however it prioritizes five U.N SDGs: good health and well-being, gender equality, decent work and economic growth, reduced inequalities, and climate action, as reflected in our overall strategy.

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In addition to oversight by the Board and its committees, MetLife has a robust management-level risk oversight structure. MetLife’s leaders prioritize sustainability and it is part of their annual performance objectives through a shared sustainability goal for MetLife’s executive leadership team. In addition, all employees are responsible for living MetLife’s purpose and driving progress towards MetLife’s sustainability commitments. MetLife’s risk and control framework operates under a “Three Lines of Defense” model where each employee is responsible for risk management. ESG risks, including climate risks are within the purview of multiple senior management committees, as they underpin all aspects of risk management at the Company.

In 2021, MetLife deepened its DEI commitment and accountability to its employees with a new Global Diversity, Equity and Inclusion Leadership Council led by MetLife’s President and CEO. The Council leaders are charged with driving and executing DEI strategy across businesses, functions, and regions, providing strategic guidance and insight to improve performance, and promoting and championing DEI internally and externally.

Additionally, in 2022, MetLife launched a global Climate Advisory Council to enhance its governance of climate risk. The Council includes MetLife’s Chief Risk Officer, who

serves as Chair of the Council, Chief Financial Officer, Chief Investment Officer, General Counsel and Head of Legal Affairs, Head of Corporate Affairs, Chief Auditor, Head of Investor Relations, and other executive-level and management-level staff. To date the Council has addressed topics including climate regulation, climate risk modeling, and climate risk analysis of the U.S. energy portfolio.

MetLife’s Sustainability function is part of MetLife’s Corporate Affairs, and is dedicated to ESG strategy, management and reporting. MetLife’s Sustainability efforts are led by the Chief Sustainability Officer and overseen by MetLife’s Executive Vice President, Head of Corporate Affairs, who reports directly to the CEO. The Chief Sustainability Officer works across the company to establish, implement and help coordinate sustainability-related strategies and goals. The Sustainability function has responsibilities relating to, among other things:

•	MetLife’s sustainability strategy, target-setting activities, commitments, policies and key performance indicators; and

•	Sustainability reporting, including MetLife’s annual sustainability report and disclosures aligned to reporting frameworks.

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2021 Awards, Recognitions and Achievements

MetLife is proud of the external awards and recognition it received in 2021, some of which are listed below:

2021 AWARDS AND RECOGNITIONS
Corporate Sustainability Practices	Diversity , Equity, and Inclusion	Climate and Environmental Action
• Named to Dow Jones Sustainability Index (North America), for the sixth consecutive year • Joined the UN Global Compact’s Target Gender Equality Initiative, a gender-equality accelerator program for companies that have signed on to the UN Global Compact • Joined the Human Rights Campaign’s Business Coalition for the Equality Act and signed the Business Statement on Anti-LGBTQ State Legislation • Named to Fortune Magazine’s list of the “World’s Most Admired Companies”	• Named to Seramount’s list of the “2021 Top Companies for Executive Women,” MetLife’s 14^th time being recognized • Included on the Bloomberg Gender- Equality Index, for the seventh consecutive year • Named to Seramount’s list of the “2021+ Best Companies for Multicultural Women,” in recognition of its success in promoting workplace inclusion for multicultural women • Achieved 100% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ-inclusive workplace policies and practices, for the 18^th consecutive year • Named to Seramount's 2021 Inclusion Index	• Received U.S. Environmental Protection Agency’s 2021 ENERGY STAR Partner of the Year- Sustained Excellence Award, for being recognized the third consecutive year • Received 5-star ratings from the Global Real Estate Sustainability Benchmark for two of MIM’s real estate partnership funds

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U.N. SUSTAINABLE DEVELOPMENT GOALS			RECENT ACHIEVEMENTS
			• Provided more than a quarter billion dollars of relief to help people around the world cope with the impacts of COVID-19—through premium credits and contributions from MetLife and MetLife Foundation • Expanded the 360Health app to serve Bangladesh (in addition to Australia, China, and Korea), which provides free doctor consultation, specialist doctor appointments, online medicine ordering, health assessments, and more • Expanded the BeWell program which supports the physical, mental and emotional well-being of MetLife’s employees
			• Women comprise 38% of MetLife’s Board of Directors • Joined the UN Global Compact’s Target Gender Equality Initiative, a gender-equality accelerator program for companies that have signed on to the UN Global Compact • Committed to expanding opportunities for women and girls through MetLife Foundation partnerships that support financial health programs, careers in technology, and entrepreneurship
			• MetLife general account totals nearly half a trillion dollars and provides a vital source of patient capital for long-term economic growth and job creation • Raised minimum wage to $20 per hour for all U.S. employees • Launched MyPath, a global platform to foster internal talent mobility and career opportunities • Since its founding in 1976, MetLife Foundation has contributed over $900 million to strengthen communities, with its financial health work reaching 17.3 million low- and moderate-income individuals in 42 markets
			• Joined the Human Rights Campaign’s Business Coalition for the Equality Act and signed the Business Statement on Anti-LGBTQ State Legislation • Established a comprehensive suite of public-facing long-term DEI goals for 2030 • $5 million granted by MetLife Foundation to advance racial equity in the U.S. since June 2020 (as of April 2022)
			• Achieved Carbon Neutrality for the sixth consecutive year • MetLife Foundation donated approximately $1 million worth of grants in 2021 as part of our climate goal to contribute $10 million by 2030 • Originated approximately $4 billion of new MIM-managed green investments in 2020, against our 2030 goal of $20 billion • Planted more than 200,000 trees around the world since 2020

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Goals and Commitments

As a purpose-driven company, MetLife must continuously expand and adapt to meet the needs of a changing world. Over the last few years, MetLife has refined its ESG goals and commitments to look further ahead to 2030 and to focus on the areas that it can make the greatest impact and sustain our environment for generations to come. MetLife is continuing its efforts to make a long-term impact by contributing to social and environmental benefits and encouraging change that will build a more sustainable future.

MetLife’s 2030 Climate Goals

In 2020, MetLife announced its 2030 climate goals—11 goals that aim to reduce the environmental impact of MetLife’s global operations and supply chain, while leveraging its investments, products, and services to help protect communities and drive innovative solutions. Over the course of the next decade, MetLife will continue to make progress towards these goals for a meaningful impact on the sustainability of its business, workforce, communities, and the environment.

In 2021, MetLife made continued progress toward achieving each of these 2030 goals, including planting more than 200,000 trees and MetLife Foundation granting approximately $1 million to environmental causes. A complete update will be included in MetLife’s 2021 Sustainability Report (which will be available later this year at www.metlife.com/sustainability). This report, or any other information from the MetLife website, is not part of or incorporated by reference into this Proxy Statement.

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2030 DEI Commitments

Furthering MetLife’s commitment to having a diverse workforce and promoting an inclusive and equitable culture, MetLife recently announced, in March 2022, seven comprehensive DEI goals to achieve by 2030, which align directly with MetLife’s purpose. Each commitment is anchored to MetLife’s business strategy and informed by the U.N. SDGs.

The commitments are designed to address the needs of the underserved and underrepresented through MetLife’s investments, products and services, supply chain, volunteering and community efforts. The financial components of these DEI commitments will total more than $2.5 billion by 2030. Measuring MetLife’s progress and maintaining accountability is central to these commitments. MetLife will track its performance and share it with its employees, shareholders and other stakeholders in MetLife’s annual Sustainability Report, starting in 2023.

MetLife’s latest diversity, equity, and inclusion information is available at: www.metlife.com/about-us/global-diversity-equity-inclusion/.

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2022 Proxy Statement

Human Capital Management

MetLife strives to build a purpose-driven and inclusive culture where our employees are energized to make a difference. The success of MetLife’s business is dependent on the accomplishments and well-being of its employees. As a financial services company, MetLife relies significantly on its global workforce, leveraging a wide variety of professional, scientific, management, business, and other skills and expertise, to create value for all of its stakeholders. To continue strengthening and cultivating a diverse workforce that can thrive now and, in the future, we focus on the following:

Talent Attraction and Retention			MetLife strives to attract and retain a talented, motivated and diverse workforce to execute its business objectives, delivering excellence for all of its stakeholders.
Health and Safety			MetLife places the highest value on protecting its employees' health and safety. MetLife encourages its employees to prioritize health and emphasizes the importance of overall well-being. For example, in response to the COVID-19 pandemic, MetLife provided its employees with resources for working from home, managing dispersed teams and for parents and caregivers. MetLife also recently launched a global platform known as BeWell, providing resources to help employees with resilience and coping, staying balanced, maintaining physical and financial well-being, and building healthy relationships.
Diversity, Equity and Inclusion			MetLife aspires to cultivate an inclusive culture where its diversity of talent positions MetLife to meet the needs of its employees, customers, shareholders, and the global communities it serves.
Talent and Skill Development			MetLife’s success as a company begins with its employees. MetLife aims to create a culture of continuous learning through a variety of opportunities for professional development, building a future forward workforce to deliver on its strategic goals
Compensation and Benefits			MetLife recognizes the importance of providing market-aligned compensation opportunities and comprehensive, cost-effective benefits to attract, retain, engage, and motivate talented employees.

Additional information regarding human capital management can be found in MetLife’s Annual Report on Form 10-K for the year ended December 31, 2021, and in MetLife’s annual Sustainability Report accessible at www.metlife.com/sustainability.

MetLife is committed to operating responsibly and promoting transparency. Each year, the Company publishes its annual Sustainability Report. The report is prepared consistent with the standards of the Global Reporting Initiative, SASB, TCFD, and the U.N. Global Compact, and demonstrates how the Company’s actions support the U.N. SDGs.

Learn More about ESG Matters at MetLife

Please visit www.metlife.com/sustainability to learn more about MetLife’s sustainability efforts and to access MetLife’s annual Sustainability Report. This report, or any other information from the MetLife website, is not a part of or incorporated by reference into this Proxy Statement.

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2022 Proxy Statement

Cybersecurity and Privacy

The Board of Directors oversees MetLife’s information security program that institutes and maintains controls for the systems, applications, and databases of the Company and of its third-party providers. MetLife’s Chief Information Security Officer (CISO) manages the program, with collaboration across the Company’s businesses and functions. The CISO and the head of Global Technology & Operations present updates to the Audit Committee quarterly and, as necessary, to the full Board. They also promptly inform and update the Board about any information security incidents that may pose significant risk to the Company.

Designed to protect the confidentiality, integrity and availability of all data MetLife owns or possesses, the program includes controls and procedures for monitoring, reporting, managing, and remediating cyber threats. It is a risk-based approach program built on the cybersecurity framework developed by the U.S. National Institute of Standards and Technology.

Among the key features of the program are:

•	a cybersecurity incident response team under the CISO’s direction, which is responsible for establishing and maintaining awareness of threats, vulnerabilities, and incidents

•	an incident response plan that is jointly owned by the CISO and the Privacy Office and tested through cross-functional annual exercises in all geographical regions of the Company, many of which include participation from senior executives and the Board

•	information security policies and procedures that are reviewed at least annually and updated to reflect changes in law, technology, practice and emerging threats

•	network and application testing and surveillance

•	periodic review of threats, vulnerabilities and other cybersecurity risks, internal and external

•	risk mitigation strategies, including annual internal and third-party risk assessments, as well as cybersecurity and privacy liability insurance that would defray the costs of an information security breach

•	multiple employee training programs on information security, data security, and cybersecurity practices and protection of data against cyber threats, at least annually

•	a cross-functional approach to addressing cybersecurity risk, with participation from Global Technology & Operations, Risk, Compliance, Legal, Privacy and Internal Audit functions.

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2022 Proxy Statement

Director Compensation in 2021

Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	All Other Compensation ($)	Total ($)
Cheryl W. Grisé (3)	180,000	150,096	1,729	331,825
Carlos M. Gutierrez	150,000	150,096	1,729	301,825
Gerald L. Hassell	150,000	150,096	1,729	301,825
David L. Herzog (3)	190,000	150,096	1,729	341,825
R. Glenn Hubbard, Ph.D. (3)	275,000	275,138	1,729	551,867
Edward J. Kelly, III (3)	185,000	150,096	1,729	336,825
William E. Kennard (3)	175,000	150,096	6,729	331,825
Catherine R. Kinney	150,000	150,096	6,729	306,825
Diana L. McKenzie	150,000	150,096	1,729	301,825
Denise M. Morrison (3)	175,000	150,096	1,729	326,825
Mark A. Weinberger	150,000	150,096	1,729	301,825

The Directors included in this table, and the discussion pertaining to it, are limited to the Non-Management Directors during 2021. Mr. Khalaf was compensated as an employee for 2021 and received no compensation for his service as a member of the Board of Directors. For information about compensation for Mr. Khalaf for 2021, see the Summary Compensation Table and the accompanying discussion.

The reported dollar amounts are the grant date fair value of such Stock awards as computed for financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The grant date fair value is the number of Shares granted multiplied by the NYSE closing price of a Share on the grant date:

	Grant Date Fair Value of Stock Awards ($)
Grant Date	R. Glenn Hubbard, Ph.D.	Each Other Non- Management Director
January 4, 2021	68,751	37,509
April 1, 2021	68,807	37,514
June 15, 2021	68,808	37,561
October 1, 2021	68,772	37,512

During 2021, Mr. Herzog served as Audit Committee Chair, Ms. Grisé served as Compensation Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, Ms. Morrison served as Governance and Corporate Responsibility Committee Chair, Mr. Kennard served as Investment Committee Chair, and Dr. Hubbard served as independent Chairman of the Board. Each received additional net cash retainer fees, prorated by period as applicable, as described under “Fees Earned or Paid in Cash and Stock Awards.”

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2022 Proxy Statement

Fees Earned or Paid in Cash and Stock Awards

The Company paid each active Non-Management Director a retainer at an annual rate of $300,000 in four installments. The Company also paid the independent Chairman 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 2020) to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments:

Committee			Retainer for Committee Chair ($)
Audit Committee			40,000
Finance and Risk Committee			35,000
Compensation Committee			30,000
Governance and Corporate Responsibility Committee			25,000
Investment Committee			25,000

The Governance Committee is responsible for reviewing the compensation and benefits of the Company’s Non-Management Directors and recommending any changes to the Board. During 2021, Meridian provided the Governance Committee with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. Meridian’s analysis was based on the same Comparator Group that the Compensation Committee used to review the competitiveness of MetLife’s Total Compensation framework for Executive Officers, as described in the Compensation Discussion and Analysis.

The 2015 Director Plan, which was approved by the Company’s shareholders in 2014, authorizes the

Company to issue Shares in payment of Director retainer fees. Share awards granted to the Non-Management Directors as part of their annual retainer vest and become deliverable immediately upon their grant. As a result, no Share awards were outstanding for any of the Non-Management Directors as of December 31, 2021. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2021.

Some Non-Management Directors have chosen to defer the receipt of all or part of their retainer fees under the MetLife Non-Management Director Deferred Compensation Plan. Each Director chooses in advance to receive deferrals either at a later specified date or when ceasing to serve as a Director. MetLife credits any Deferred Shares with imputed reinvested dividends at times and rates it pays dividends on Shares.

All Other Compensation

The Non-Management Directors’ 2021 benefits, gift programs, and reportable perquisites and other personal benefits are included under “All Other Compensation” in the Director Compensation table.

Life Insurance. MetLife paid $1,584 in premiums for each Non-Management Director who served the entirety of 2021. This provided each with $200,000 of group life insurance coverage during 2021.

Business Travel Insurance. MetLife provided each Non-Management Director with business travel accident insurance coverage for travel on MetLife business. MetLife’s per Director pre-tax cost for this coverage in 2021 was $145.

Charitable and Matching Gifts. The MetLife Foundation provides up to $5,000 annually to match contributions by an employee or director to colleges and universities. In 2021, the MetLife Foundation matched a maximum contribution made by Ms. Kinney. Mr. Kennard made a maximum contribution in 2021 to be matched by MetLife in 2022.

Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 2021 were less than $10,000, and as a result are not reported.

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2022 Proxy Statement

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR

The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal

year ending December 31, 2022.

The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent registered public accounting firm and independent auditor for the fiscal year ending December 31, 2022. Deloitte’s long-term knowledge of the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out audits of the Company’s consolidated financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.

The appointment of Deloitte by the Audit Committee is being presented to the shareholders for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider its decision and may continue to retain Deloitte. If the shareholders ratify the appointment, the Audit Committee continues to have the authority to and may change such appointment at any time during the year. The Audit Committee will make its determination regarding such retention or change in light of the best interests of MetLife and its shareholders.

In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee engages in an annual assessment of the independent registered public accounting firm to conclude whether the retention of the firm is in the best interests of the company and its shareholders. This assessment considered a number of factors, including:

•	Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) 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;

•

Place:

Virtually via the Internet at

www.virtualshareholdermeeting.com/MET2022

Date:

June 21, 2022

Time:

2:30 p.m., Eastern Time

Record Date:

April 22, 2022

ITEMS OF BUSINESS:

1. The election of 13 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 2022;

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.