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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Place:
200 Park Avenue
New York, New York
10166
Date:
June 18, 2019
Time:
2:30 p.m., Eastern Time
Record Date:
April 22, 2019
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ITEMS OF BUSINESS:
1. The election of 12 Directors named in the Proxy Statement, each for a one-year term;
2. The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independent auditor for 2019;
3. An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and
4. Such other matters as may properly come before the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 18, 2019:
The accompanying Proxy Statement, the MetLife, Inc. 2018 Annual Report to Shareholders, the Chairman’s Letter, and directions to the location of the 2019 annual meeting of shareholders are available at http://investor.metlife.com by selecting the appropriate link under either “Financials” or "Quick Links."
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2019 Proxy Statement
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i
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2019 Proxy Statement
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ii
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($ in millions, except per share data and as otherwise indicated)
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2016
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2017
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2018
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Net income (loss) available to MetLife, Inc.’s common shareholders
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$
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747
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$
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3,907
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$
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4,982
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Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share
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$
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3.62
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$
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4.91
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Return on MetLife, Inc.’s common stockholder equity
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6.3
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%
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9.6
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%
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Book value per common share
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$
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54.24
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$
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51.53
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Expense ratio
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21.7
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%
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18.9
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%
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MetLife, Inc. (parent company only) net cash provided by operating activities ($ in billions)
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$
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3.7
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$
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6.5
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$
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5.5
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•
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Core Adjusted Earnings
;
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•
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Core Adjusted Earnings Per Share
(or
Core Adjusted EPS
);
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Core Adjusted Return on Equity
(or
Core Adjusted ROE
);
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•
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Core Adjusted Expense Ratio
;
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•
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Core Direct Expense Ratio
; and
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•
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Core Free Cash Flow
.
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2019 Proxy Statement
|
iii
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•
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MetLife’s net equity of assets and liabilities of disposed subsidiary, as well as MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end; and
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•
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Separation-related items (e.g., transaction costs).
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•
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Business Plan goals for the purposes of the MetLife Annual Variable Incentive Plan (
AVIP
) for 2018 were based on Adjusted Earnings, but not modified for Notable Items or other Core modifications; and
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•
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2016-2018 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings excluding historical Brighthouse Financial results, MetLife’s equity investment in Brighthouse Financial from the Separation through year-end 2017 and Separation-related items, but not modified for Notable Items.
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2019 Proxy Statement
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iv
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Record date
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April 22, 2019
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Voting
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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.
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Internet
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Telephone
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Mail
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www.proxyvote.com no later than
11:59 p.m., Eastern Time, June 17, 2019.
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1-800-690-6903 until 11:59 p.m.,
Eastern Time, June 17, 2019.
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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.
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Proposals
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Board
Recommendation
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Vote Required
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Election of 12 Directors named in this Proxy Statement to one-year terms
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FOR each nominee
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Majority of Shares voted
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Ratification of appointment of Deloitte & Touche LLP
as MetLife’s independent auditor for 2019
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FOR
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Majority of Shares voted
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Advisory vote to approve compensation paid to the Company’s Named Executive Officers
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FOR
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Majority of Shares voted
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2019 Proxy Statement
|
1
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Optimize value and risk
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–
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Focus on in-force and new business opportunities using Accelerating Value analysis
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–
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Optimize cash and value
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–
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Balance risk across MetLife
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Drive operational excellence
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–
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Become a more efficient, high performance organization
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–
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Focus on the customer with a disciplined approach to unit cost improvement
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Deliver the right solutions for the right customers
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–
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Use customer insights to deliver differentiated value propositions - products, services and experiences to win the right customers and earn their loyalty
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Strengthen distribution advantage
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–
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Transform our distribution channels to drive productivity and efficiency through digital enablement, improved customer persistency and deeper customer relationships
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2019 Proxy Statement
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2
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Operational Excellence
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Maintained strict capital budgeting to drive profitable growth.
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Continued to make progress toward achieving our target of $800 million in expense margin improvement by 2020, and have improved the Core Direct Expense ratio by 140 basis points from 2015, the year before MetLife’s unit cost initiative began.
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Continued the Company’s digital transformation by building out core technology and developing new digital platforms.
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Successfully remediated material weaknesses in internal control over financial reporting.
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Returning Capital to Shareholders
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Returned a MetLife record of approximately $5.7 billion in 2018, surpassing goal to return almost $5 billion. Established new common stock repurchase authorizations of $3.5 billion.
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Systemically Important Financial Institution (SIFI) Designation Court Victory
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The U.S. government dropped its appeal of MetLife’s U.S. District Court victory rescinding the Company’s designation as a SIFI. Maintained level competitive playing field with rest of industry.
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2019 Proxy Statement
|
3
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ü
|
considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2018.
|
ü
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approving funding for MetLife Annual Variable Incentive Plan (
AVIP
) at 115.7%, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
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ü
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approving the issuance of 2016-2018 Performance Shares at 87.7%, which was a higher performance factor than for the prior period (2015-2017) largely from improvement in relative Total Shareholder Return (
TSR
).
|
ü
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maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value (formerly 50% in 2017) to further enhance executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
|
ü
|
provide the largest portion of executives’ Total Compensation in
variable, performance-dependent awards
.
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ü
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align executives’ interests with shareholders
’ through Share-based awards and Share ownership requirements.
|
ü
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incorporate sound risk management
through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.
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2019 Proxy Statement
|
4
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Compensation Promotes MetLife’s Success
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Safeguards to Protect Shareholder Interests
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ü
Vast majority of compensation is performance-based
ü
3-year vesting period for LTI, with Performance Shares based on both internal goals and relative performance
ü
Share ownership requirements
ü
Incentive award total funding determined by business performance and individual awards driven by individual contributions
ü
Incentives promote prudent risk-taking (no formulaic awards; key performance indicator excludes net investment gains/losses, net derivative gains/losses, and variable investment income +/-10% from goal; use multi-year performance to determine the payout value of LTI)
ü
Performance-based compensation recoupment (clawback) policy
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No
supplemental retirement plan for Executive Group
No
excessive perquisites
No
repricing/replacing stock options unless shareholder approved
No
“single trigger” change-in-control severance pay or vesting of LTI awards without the opportunity to substitute with alternative deferred awards
No
change-in-control severance beyond 2x average salary and annual cash incentive pay
No
excise tax payment/gross-up for change-in-control payments, or tax gross-up for any perquisites or benefits (except certain relocation/other transitionary arrangements)
No
pledging, hedging, short sales, or trading in puts/calls
No
employment contracts with U.S.-based Executive Group
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2019 Proxy Statement
|
5
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•
|
We paid approximately $48 billion in claims and benefits to policyholders, demonstrating the vital role we play in the social safety net.
|
•
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We committed $7 billion to Responsible Investments around the world on behalf of MetLife and its institutional investor clients. These are included as part of Total Assets Under Management in the impact and affordable housing investments, green investments, infrastructure Investments, and municipal bonds categories.
|
•
|
MetLife Foundation fulfilled its five-year commitment to provide $200 million in grants to improve financial inclusion worldwide, and is expanding its focus to financial health.
|
•
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We were named to the Dow Jones Sustainability Index (North America) for the third year in a row.
|
•
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We were named among America's 100 Most JUST Companies by JUST Capital and Forbes for the first time. The list recognizes high-performing U.S. companies on the issues that Americans define as priorities for good corporate behavior.
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•
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We received a grade of “A minus” from CDP (formerly the Carbon Disclosure Project) for reporting and management of climate issues, placing MetLife in the top quartile “Leadership” category.
|
•
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We announced a $10 million Workforce of the Future Development Fund to deliver learning programs to our employees focused on digital skills, innovation and collaboration.
|
•
|
We created a new sustainability function to bring a strategic and coordinated approach to the Company’s efforts, and appointed a Chief Sustainability Officer to lead that function and report periodically to the Board.
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2019 Proxy Statement
|
6
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Governance Best Practices
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Robust Shareholder Rights
|
Independent Lead Director through April 30, 2019
Independent Chairman of the Board, effective May 1, 2019
Independent Board Committees
Frequent Board executive sessions
Comprehensive annual Board and
Committee assessment process
Publicly disclosed political contributions
Committee Chair rotation
Robust shareholder engagement program
|
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Annual election of all Directors
Shareholder right to call special meeting
Shareholder proxy access
Majority vote standard for Director elections
No "poison pill"
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Sound Policies
Share ownership requirements for executives and Directors
Policy prohibiting hedging or pledging Company securities
Performance-based compensation recoupment policy
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•
|
The Finance and Risk Committee oversees assessment, management, and mitigation of material risks, as well as capital and liquidity management practices.
|
•
|
Other committees also have significant risk management oversight responsibilities:
|
ü
|
Audit: legal and regulatory compliance and internal controls;
|
ü
|
Governance and Corporate Responsibility: ethics, compliance programs and sales practices;
|
ü
|
Investment: investment portfolio risks; and
|
ü
|
Compensation: compensation plan risks (e.g., avoiding incentives to take excessive risk).
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2019 Proxy Statement
|
7
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Director Nominees’ Independence, Diversity, Tenure and Experience
The Company has nominated highly qualified, independent leaders to serve on its Board of Directors.
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2019 Proxy Statement
|
8
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For a more detailed description of the above skills and experiences, see “
Board Composition and Refreshment
.”
|
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2019 Proxy Statement
|
9
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2019 Proxy Statement
|
10
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2019 Proxy Statement
|
11
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The Board of Directors recommends that you vote FOR the election of each of the Director nominees.
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2019 Proxy Statement
|
12
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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.
|
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Corporate Governance / Public Company Board.
Experience in public company corporate governance related issues, policies and best practices.
|
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Risk Management.
Experience in risk management with oversight of different types of risk.
|
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Financial Services.
Experience working as a senior finance executive or insurance industry expertise.
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Consumer Insight / Analytics.
Experience in marketing and interpreting consumer behaviors.
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Global Literacy.
Experience as a senior executive working for an international company or working or living in countries outside of the U.S.
|
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Technology.
Experience with innovative technology, digital generation and technology-driven issues, and the regulatory landscape.
|
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Regulated Industry / Government.
Experience in operating businesses in similar, highly regulated industries, interacting with regulators and policymakers and/or working in government.
|
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Corporate Affairs.
Experience in corporate affairs, philanthropy, community development, and environmental or corporate responsibility.
|
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Investments.
Experience in financial investments markets and investment decisions and strategy.
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While the Company does not have a formal Board diversity policy, the Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds and cognitive diversity. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board.
In November 2018, the Company welcomed Diana McKenzie to its Board. As described in her biography in "
Director Nominees
," Ms. McKenzie is the Chief Information Officer of Workday, Inc. through April 30, 2019, and brings extensive digital, technology and cybersecurity expertise to the Board. In the last five years, the Company has refreshed approximately half of its Board.
|
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Six new directors
since 2014
|
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2019 Proxy Statement
|
13
|
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Cheryl W. Grisé
age 66, Former Executive Vice President, Northeast Utilities
|
|
|
Director since 2004
Ms. Grisé’s experience as the Chief Executive Officer of a major enterprise subject to complex regulations has provided her with a substantive understanding of the challenges of managing a highly regulated company such as MetLife. With her executive background and her experience as General Counsel and Corporate Secretary, Ms. Grisé brings a unique perspective on the Board’s responsibility for overseeing the management of a regulated enterprise and the effective functioning of the Company’s corporate governance structures.
|
|
||
Primary
Qualifications
|
Executive Leadership
Regulated Industry / Government
|
Corporate Governance / Public Company Board
Corporate Affairs
|
|
•
|
Northeast Utilities, a public utility holding company engaged in the distribution of electricity and natural gas (1980 – 2007)
|
–
|
Executive Vice President (December 2005 – July 2007)
|
–
|
Chief Executive Officer of principal operating subsidiaries (September 2002 – January 2007)
|
–
|
President, Utility Group, Northeast Utilities Service Company (May 2001 – January 2007)
|
–
|
President, Utility Group (May 2001 – December 2005)
|
–
|
Senior Vice President, Secretary and General Counsel (1998 – 2001)
|
•
|
Trustee Emeritus, University of Connecticut Foundation
|
•
|
Senior Fellow, American Leadership Forum
|
•
|
Other public company directorships:
PulteGroup, Inc.; ICF International
|
•
|
Prior public company directorships (past five years):
Pall Corporation
|
•
|
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
|
|
2019 Proxy Statement
|
14
|
|
|
|
|
|
Carlos M. Gutierrez
age 65, Co-Chair, The Albright Stonebridge Group
|
|
|
Director since 2013
As Chairman and Chief Executive Officer of Kellogg, Secretary Gutierrez gained deep insight into the complex challenges of guiding a large enterprise in a competitive global economy and a deep understanding of what drives consumers. As Secretary of Commerce, he worked with government and business leaders to promote America’s economic interests. Secretary Gutierrez’s unique mix of experience gives him a valuable perspective and ability to oversee management’s efforts to grow and develop MetLife’s global business and its interactions with domestic and foreign governments and regulators.
|
|
||
Primary
Qualifications
|
Executive Leadership
Global Literacy
|
Corporate Governance / Public Company Board
Consumer Insight / Analytics
|
|
•
|
The Albright Stonebridge Group, a consulting firm (April 2013 – Present)
|
–
|
Co-Chair (February 2014 – Present)
|
–
|
Vice Chair (April 2013 – February 2014)
|
•
|
Vice Chairman, Institutional Client Group, Citigroup Inc., a financial services corporation (January 2011 – February 2013)
|
•
|
Chairman and Founding Consultant of Global Political Strategies, a division of APCO Worldwide, Inc., a consulting firm (2010 – 2011)
|
•
|
Secretary of Commerce of the United States (February 2005 – January 2009)
|
•
|
Kellogg Company, a manufacturer of packaged food products (1975 – 2005)
|
–
|
Chairman and Chief Executive Officer (2000 – 2005)
|
–
|
Chief Executive Officer (1999 – 2000)
|
–
|
President and Chief Operating Officer (1998 – 1999)
|
•
|
Chairman, National Foreign Trade Council
|
•
|
Chairman, Board of Trustees, Meridian International Center (through June 12, 2019)
|
•
|
Co-founder, TheDream.US
|
•
|
Member, Board of Directors of:
|
–
|
Viridis Learning, Inc.
|
–
|
PwC (United States)
|
•
|
Other public company directorships:
Occidental Petroleum Corporation
|
•
|
Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies
|
|
2019 Proxy Statement
|
15
|
|
|
|
|
|
Gerald L. Hassell
age 67, Former Chairman of the Board and Chief Executive Officer, The Bank of New York Mellon Corporation
|
|
|
Director since 2018
A seasoned executive in financial services, Mr. Hassell brings extensive financial services expertise to MetLife. As the Chairman and Chief Executive Officer of The Bank of New York Mellon Corporation (
BNY Mellon
), he successfully led a large and complex financial institution and oversaw risk management in a highly regulated industry, with a sophisticated understanding of shareholder value creation. These experiences and expertise are important to the Board’s oversight of the Company’s design and approach to risk management. In addition, his commitment to social responsibility and community development makes him a valuable resource for MetLife’s corporate and social responsibility initiatives.
|
|
||
Primary
Qualifications
|
Executive Leadership
Financial Expertise, CFO and Audit
|
Regulated Industry / Government
Risk Management
|
|
•
|
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 Visitors, Columbia University Medical Center
|
–
|
Board of Directors, Lincoln Center for the Performing Arts
|
–
|
Board of Trustees, Duke University
|
–
|
Board of Directors, Big Brothers and Big Sisters of New York City
|
–
|
Business Council
|
–
|
Economic Club of New York
|
•
|
Other public company directorships:
Comcast Corporation
|
•
|
Prior public company directorships (past five years):
BNY Mellon
|
•
|
B.A., Duke University
|
•
|
M.B.A., New York University Stern School of Business
|
|
2019 Proxy Statement
|
16
|
|
|
|
|
|
David L. Herzog
age 59, Former Chief Financial Officer and Executive Vice President, American International Group
|
|
|
Director since 2016
Mr. Herzog brings more than three decades of life insurance and financial services expertise to MetLife. His experience as the Chief Financial Officer of a global insurance company uniquely positions him to enhance shareholder value by leveraging his financial and risk management expertise, executive leadership experience, and deep understanding of the insurance business. These qualities and his broad knowledge of and experience in accounting are valuable to the Board’s oversight of MetLife management.
|
|
||
Primary
Qualifications
|
Executive Leadership
Global Literacy
|
Financial Services
Financial Expertise, CFO and Audit
|
|
•
|
American International Group (
AIG
), an insurance company (2000 – 2016)
|
–
|
Chief Financial Officer and Executive Vice President (October 2008 – April 2016)
|
–
|
Senior Vice President and Comptroller (June 2005 – October 2008)
|
–
|
Chief Financial Officer for worldwide life insurance operations (April 2004 – June 2005)
|
–
|
Vice President, Life Insurance (2003 – 2004)
|
–
|
Various senior officer positions, including Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG
|
•
|
Various executive positions, GenAmerica Corporation (1991 – 2000), including:
|
–
|
Chief Financial Officer (1999 – 2000)
|
–
|
President, GenAm Shared Services (1998 – 1999)
|
•
|
Controller, Family Guardian Life Insurance Company, later known as Citicorp Life Insurance Company (1987 – 1991)
|
•
|
Coopers & Lybrand, a predecessor firm of PricewaterhouseCoopers LLP (1982 – 1987)
|
•
|
Member, Board of Directors, PCCW Limited (Hong Kong)
|
•
|
Member of numerous professional and civic organizations, including:
|
–
|
Investment Advisory Committee, University of Missouri
|
–
|
Strategic Development Board, University of Missouri Business School
|
•
|
Former member of Federal Advisory Committee on Insurance
|
•
|
Other public company directorships
: Ambac Financial Group, Inc.; DXC Technology Company
|
•
|
Prior public company directorships (past five years)
: AerCap Holdings N.V.
|
•
|
B.S., University of Missouri-Columbia
|
•
|
M.B.A., University of Chicago Booth School of Business
|
|
2019 Proxy Statement
|
17
|
|
|
|
|
|
R. Glenn Hubbard, Ph.D.
age 60, Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University
|
|
|
Lead Director through April 30, 2019
Independent Chairman of the Board, effective May 1, 2019
Director since 2007
As an economic policy advisor to the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions and emergent regulations and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions and developing regulations and economic policies may impact MetLife’s investments, businesses, and operations worldwide.
|
|
||
Primary
Qualifications
|
Corporate Governance / Public Company Board Investments
|
Regulated Industry / Government
Corporate Affairs
|
|
•
|
Columbia University
|
–
|
Dean, Graduate School of Business (2004 – June 30, 2019)
|
–
|
Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present)
|
–
|
Professor of Economics, Faculty of Arts and Sciences (1997 – Present)
|
•
|
Co-Chair, Committee on Capital Markets Regulation, an independent nonprofit research organization (2006 – Present)
|
•
|
Chairman, President’s Council of Economic Advisers, an agency within the Executive Office of the President of the United States (2001 – 2003)
|
•
|
Chairman of the Economic Policy Committee, Organization for Economic Cooperation and Development, an international economic and trade organization (2001 – 2003)
|
•
|
Deputy Assistant Secretary for Tax Policy, United States Department of the Treasury (1991 – 1993)
|
•
|
Member of numerous professional and civic organizations, including:
|
–
|
Economic Advisory Panel, Federal Reserve Bank of New York
|
–
|
Council on Foreign Relations
|
–
|
Advisory Board of the National Center on Addiction and Substance Abuse
|
•
|
Other public company directorships:
Automatic Data Processing, Inc.; BlackRock Closed-End Funds
|
•
|
Prior public company directorships (past five years):
KKR Financial Holdings LLC
|
•
|
B.A. and B.S., University of Central Florida
|
•
|
Ph.D. and A.M., Harvard University
|
|
2019 Proxy Statement
|
18
|
|
|
|
|
|
Edward J. Kelly, III
age 65, Former Chairman, Institutional Clients Group, Citigroup Inc.
|
|
|
Director since 2015
Mr. Kelly’s extensive leadership experience as an executive in the financial services industry further strengthens the Board’s strong qualifications to oversee the execution of MetLife’s strategies in complex legal and regulatory environments. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. Further, Mr. Kelly’s deep knowledge of investments and financial products and services makes him a valuable asset to MetLife and its shareholders.
|
|
||
Primary
Qualifications
|
Executive Leadership
Financial Services
|
Corporate Governance / Public Company Board Global Literacy
|
|
•
|
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)
|
•
|
Trustee, Sweet Briar College
|
•
|
Member, Board of Directors, Focused Ultrasound Foundation, a non-profit entity
|
•
|
Lecturer, University of Virginia School of Law
|
•
|
Former Senior Advisor, Corsair Capital, a private equity firm
|
•
|
Other public company directorships:
Citizens Financial Group
|
•
|
Prior public company directorships (past five years):
CSX Corporation; XL Group Ltd
|
•
|
A.B., Princeton University
|
•
|
J.D., University of Virginia School of Law
|
|
2019 Proxy Statement
|
19
|
|
|
|
|
|
William E. Kennard
age 62, Former U.S. Ambassador to the European Union
|
|
|
Director since 2013
Mr. Kennard’s career has provided him with public policy and global investment expertise. As United States Ambassador to the European Union, Mr. Kennard worked to promote transatlantic trade and investment and reduce regulatory barriers to commerce. In his years of public service, Mr. Kennard advanced technology access to underserved populations. Mr. Kennard’s extensive regulatory and international experience enhances the Board’s ability to oversee MetLife’s strategies.
|
|
||
Primary
Qualifications
|
Corporate Governance / Public Company Board
Regulated Industry / Government
|
Global Literacy
Investments
|
|
•
|
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
|
–
|
Board of Directors, International African American Museum
|
•
|
Trustee, Yale University
|
•
|
Advisory Board, Artificial Intelligence Foundation, Menlo Park, CA
|
•
|
Other public company directorships:
Duke Energy Corporation; AT&T Inc.; Ford Motor Company
|
•
|
B.A., Phi Beta Kappa, Stanford University
|
•
|
J.D., Yale Law School
|
|
2019 Proxy Statement
|
20
|
|
|
|
|
|
Michel A. Khalaf
age 55, President and Chief Executive Officer, MetLife, Inc. (effective May 1, 2019)
|
|
|
Director
since May 1, 2019
Mr. Khalaf brings to the Board deep knowledge of the insurance industry, an entrepreneurial spirit and strong leadership skills, which he developed during his long and successful career in the life insurance industry. With significant global experience spanning Asia, EMEA and the U.S., he has excelled across a wide range of markets, businesses and cultures. Since joining MetLife in 2010 with the acquisition of American Life Insurance Company (
Alico
), he has driven innovation, capital efficiency and profitable growth in the markets he has led.
|
|
||
Primary
Qualifications
|
Executive Leadership
Global Literacy
|
Financial Services
Regulated Industry / Government
|
|
•
|
MetLife, Inc.
|
–
|
President and Chief Executive Officer (Effective May 1, 2019)
|
–
|
President, U.S. Business and EMEA (July 2017 – April 2019)
|
–
|
President, EMEA (November 2011 – June 2017)
|
–
|
Member of MetLife’s Executive Group (since November 2011)
|
–
|
Executive Vice President, Middle East, Africa and South Asia (
MEASA
) Region (November 2010 – November 2011)
|
•
|
Alico / AIG
|
–
|
Regional President - MEASA Region, Alico (2008 – 2010)
|
–
|
Deputy President & Chief Operating Officer, AIG-Philamlife, Philippines (2006 – 2008)
|
–
|
Regional Senior Vice President, AIG-Amplico Life, Poland (2001 – 2006)
|
–
|
General Manager, Alico Egypt (1996 – 2001)
|
–
|
Chief Operating Officer, Alico Unionvita, Italy (1994 – 1996)
|
–
|
Deputy General Manager, Alico Bahamas (1992 – 1994)
|
–
|
Regional Investment Manager, Alico Paris (1990 – 1992)
|
–
|
Mr. Khalaf began his career as an investment officer at Alico headquarters in Wilmington, Delaware
|
•
|
Member of:
|
–
|
Board of Directors and Executive Committee of the American Council of Life Insurers
|
–
|
Board of Directors, MetLife Foundation
|
•
|
Fellow of the Life Management Institute
|
•
|
B.S., Engineering, Syracuse University
|
•
|
M.B.A., Finance, Syracuse University
|
|
2019 Proxy Statement
|
21
|
|
|
|
|
|
James M. Kilts
age 71, Founding Partner, Centerview Capital
|
|
|
Director since 2005
As a private equity firm founding partner and as a senior executive of several major consumer product companies with global sales and operations, Mr. Kilts brings an in-depth understanding of the business challenges and opportunities of diversified global enterprises and the related financial, risk management, talent management, and shareholder value creation considerations. These experiences and knowledge enhance the Board’s ability to oversee MetLife management.
|
|
||
Primary
Qualifications
|
Executive Leadership
Global Literacy
|
Corporate Governance / Public Company Board
Consumer Insight / Analytics
|
|
•
|
Founding Partner, Centerview Capital, a private equity firm (October 2006 – Present)
|
•
|
Vice Chairman, Board of Directors, The Procter & Gamble Company, a consumer products company (October 2005 – October 2006)
|
•
|
The Gillette Company, a consumer products company
|
–
|
Chairman of the Board (January 2001 – October 2005)
|
–
|
Chief Executive Officer (February 2001 – October 2005)
|
–
|
President (November 2003 – October 2005)
|
•
|
President and Chief Executive Officer, Nabisco Group Holdings Corp. and Nabisco Inc., manufacturer and marketer of packaged food products (January 1998 –December 2000)
|
•
|
Executive Vice President, Worldwide Food, Philip Morris, a manufacturer and marketer of packaged food products (1994 – 1997)
|
•
|
Various positions, Kraft, a manufacturer and marketer of packaged food products (1989 – 1994), including:
|
–
|
President, Kraft USA and Oscar Mayer
|
–
|
Senior Vice President, Strategy and Development
|
–
|
President, Kraft Limited in Canada
|
–
|
Senior Vice President, Kraft International
|
•
|
Member of:
|
–
|
Board of Overseers, Weill Cornell Medicine
|
–
|
Board of Trustees, University of Chicago
|
–
|
Board of Directors, Cato Institute
|
•
|
Life Trustee, Knox College
|
•
|
Founder and Member, Steering Committee, Kilts Center for Marketing, University of Chicago Booth School of Business
|
•
|
Other public company directorships:
Pfizer Inc.; Unifi, Inc.; Chairman of The Simply Good Foods Company
|
•
|
Prior public company directorships (past five years):
MeadWestvaco Corporation; Nielsen Holdings plc; Conyers Park Acquisition Corp
|
•
|
B.A., Knox College
|
•
|
M.B.A., University of Chicago
|
|
2019 Proxy Statement
|
22
|
|
|
|
|
|
Catherine R. Kinney
age 67, Former President and Co-Chief Operating Officer, New York Stock Exchange, Inc.
|
|
|
Director since 2009
Ms. Kinney’s experience as a senior executive and Chief Operating Officer of a multinational, regulated entity, her key role in transforming the New York Stock Exchange (
NYSE
) to a publicly held company, and her leadership in developing and establishing the NYSE corporate governance standards for its listed companies (including MetLife) demonstrate her knowledge of and experience with issues of corporate development, transformation and governance. These qualities are relevant to ensuring that the Board establishes and maintains effective governance structures appropriate for a global provider of insurance and financial products and services.
|
|
||
Primary
Qualifications
|
Executive Leadership
Financial Services
|
Corporate Governance / Public Company Board
Regulated Industry / Government
|
|
•
|
NYSE Euronext, a provider of financial services including securities exchange and clearing operations
|
–
|
Served in Paris, France, with responsibility for overseeing the global listing program, marketing and branding (July 2007 – March 2009)
|
–
|
President and Co-Chief Operating Officer, New York Stock Exchange, Inc. (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008)
|
–
|
Ms. Kinney joined the New York Stock Exchange in 1974 and held management positions in several divisions, with responsibility for all client relationships (1996 – 2007), trading floor operations and technology (1987 – 1996), and regulation (2002 – 2004)
|
•
|
Member of Economic Club of New York
|
•
|
Member of Finance and Investment Committees of Archdiocese of New York
|
•
|
Member of Board and the Investment and Regional Grant Committees of Mother Cabrini Health Foundation
|
•
|
Former Chair, Board of Trustees, Catholic Charities of the Archdiocese of New York
|
•
|
Other public company directorships:
MSCI Inc.; QTS Realty Trust, Inc.; SolarWinds Corporation
|
•
|
Prior public company directorships (past five years):
NetSuite, Inc.
|
•
|
B.A.,
magna cum laude
, Iona College
|
•
|
Advanced Management Program, Harvard Graduate School of Business
|
•
|
Honorary Degrees: Georgetown University; Fordham University; Rosemont College
|
|
2019 Proxy Statement
|
23
|
|
|
|
|
|
Diana McKenzie
age 54, Chief Information Officer, Workday, Inc. through April 30, 2019
|
|
|
Director since 2018
With nearly three decades of experience, culminating in her role as Chief Information Officer of Workday, Inc., Ms. McKenzie is a technology leader and innovator who brings deep digital, technology and cybersecurity knowledge and perspective to the Board. This expertise provides guidance to the Board as MetLife continues to build out its digital capabilities, navigate the regulatory landscape, and support its global operations to best serve its customers.
|
|
||
Primary
Qualifications
|
Executive Leadership
Consumer Insight / Analytics
|
Regulated Industry / Government
Technology
|
|
•
|
Workday, Inc., a cloud based financial management and human capital management and planning software company
|
–
|
Chief Information Officer (February 2016 – April 2019)
|
–
|
Senior Vice President and Chief Information Officer (December 2010 – February 2016)
|
–
|
Vice President, Amgen Enterprise Technology Services and Enterprise Architecture (February 2007 – December 2010)
|
–
|
Executive Director, Amgen Information Systems, Product Development and Commercialization (February 2004 – February 2007)
|
–
|
Group Director, Lilly Research Laboratories, Product Development and Commercialization (January 2000 – February 2004)
|
–
|
Director, Global Information Technology Strategy, Planning and Architecture (August 1997 – December 1999)
|
–
|
Manager, Information Technology, Global Regulatory Affairs and Enterprise Document Management (March 1995 – July 1997)
|
–
|
Human Resources Specialist, System Analyst and Team Leader, Clinical Information and Engineering Systems (January 1987 – April 1995)
|
•
|
Member of:
|
–
|
Athena Alliance
|
–
|
Greylock Partners CIO Advisory Council
|
–
|
Accel Partners Technology Advisory Council
|
–
|
T200, Advancing Women in Technology
|
•
|
Co-Founder, Silicon Valley Women's CIO Council
|
•
|
Former Co-Chair, Board of Directors, Long Term Services of Ventura County, Inc.
|
•
|
Founding Board Member, Clinical Research Information Exchange International (2005 – 2007)
|
•
|
Former Chair, Information Management Leadership Committee, Pharmaceutical Research and Manufacturers of America
|
•
|
B.S., Purdue University
|
•
|
Information Technology Management Program, University of California, Los Angeles
|
|
2019 Proxy Statement
|
24
|
|
|
|
|
|
Denise M. Morrison
age 65, Former President and Chief Executive Officer, Campbell Soup Company
|
|
|
Director since 2014
Ms. Morrison has a long and distinguished track record of building strong businesses and growing iconic brands. Her experience as Chief Executive Officer of a global company provides her with a strong understanding of the key strategic challenges and opportunities of running a large, complex business, including financial management, operations, risk management, talent management and succession planning. Ms. Morrison’s strong commitment to corporate social responsibility and civic engagement make her a valuable resource for MetLife and its shareholders.
|
|
||
Primary
Qualifications
|
Executive Leadership
Global Literacy
|
Corporate Governance / Public Company Board
Consumer Insight / Analytics
|
|
•
|
Founder, Denise Morrison & Associates LLC, a consulting firm (2018 – Present)
|
•
|
Campbell Soup Company, a food and beverage company (2003 – 2018)
|
–
|
President and Chief Executive Officer (August 2011 – May 2018)
|
–
|
Executive Vice President and Chief Operating Officer (October 2010 – July 2011)
|
–
|
President, North America Soup, Sauces and Beverages (October 2007 – September 2010)
|
–
|
President, Campbell USA (June 2005 – September 2007)
|
–
|
President, Global Sales and Chief Customer Officer (April 2003 – May 2005)
|
•
|
Kraft Foods, Inc., a food and beverage company (1995 – 2003)
|
–
|
Various leadership roles, including: Executive Vice President and General Manager, Kraft Snacks (2001 –2003); Executive Vice President and General Manager, Kraft Confections (2001); Senior Vice President and General Manager, Nabisco Down the Street (2000); Senior Vice President, Nabisco Sales and Integrated Logistics (1998 – 2000)
|
•
|
Various senior marketing and sales positions, Nestlé USA, Inc., a food and beverage company (1984 – 1995)
|
•
|
Various trade and business development positions, PepsiCo, Inc., a food and beverage company (1982 – 1984)
|
•
|
The Procter & Gamble Company, a consumer products company (1975 – 1982)
|
•
|
Trustee, Boston College
|
•
|
Member, Business Council
|
•
|
Member, Advisory Council, Just Capital
|
•
|
Former Co-Chair, Boards of Directors, Consumer Goods Forum
|
•
|
Former member, Board of Directors, Catalyst, Inc., a nonprofit organization that strives to expand opportunities for women in business
|
•
|
Former member of Business Roundtable
|
•
|
Other public company directorships:
Visa, Inc.; Quest Diagnostics Inc.
|
•
|
Prior public company directorships (past five years):
The Goodyear Tire & Rubber Company; Campbell Soup Company
|
•
|
B.S., Boston College
|
•
|
Honorary Doctorate, St Peter’s University
|
|
2019 Proxy Statement
|
25
|
•
|
Director qualification standards, independence requirements and responsibilities;
|
•
|
identification of candidates for Board positions;
|
•
|
management succession;
|
•
|
Director access to management and outside advisors, including certain restrictions on the retention by Directors of an outside advisor that is otherwise engaged by the Company for another purpose;
|
•
|
Director compensation;
|
•
|
Director Share ownership requirements;
|
•
|
election of a Lead Director by the Independent Directors if the Chairman of the Board is not an Independent Director;
|
•
|
Director orientation and continuing education;
|
•
|
Annual Board performance evaluation; and
|
•
|
Annual Corporate Governance Guidelines review.
|
|
2019 Proxy Statement
|
26
|
•
|
presiding over Board of Directors meetings and executive sessions of the Independent Directors;
|
•
|
establishing a relationship of trust with the CEO, providing support and advice while respecting the executive responsibility of the CEO;
|
•
|
promoting effective communication and serving as the primary conduit between the Board and the CEO and other members of management;
|
•
|
approving information sent to the Board for Board meetings, as appropriate;
|
•
|
setting the agenda for Board meetings with input from the CEO;
|
•
|
approving Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items;
|
•
|
conferring with the CEO on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company;
|
•
|
providing guidance regarding the ongoing development of Directors;
|
•
|
participating in the Compensation Committee’s annual performance evaluation of the CEO;
|
•
|
with the Chair of the Governance and Corporate Responsibility Committee, overseeing CEO and management succession planning;
|
•
|
ensuring the efficient and effective performance and functioning of the Board;
|
•
|
assisting the Board, the Governance and Corporate Responsibility Committee and management in promoting corporate governance best practices; and
|
•
|
being available, if requested by shareholders, when appropriate, for consultation and direct communication.
|
|
2019 Proxy Statement
|
27
|
•
|
Financial Literacy.
Such person should be “financially literate,” as such qualification is interpreted by the Board of Directors in its business judgment.
|
•
|
Leadership Experience.
Such person should possess significant leadership experience, such as experience in business, finance,
accounting, regulated industries, and technology, and shall
possess
qualities reflecting a proven record of accomplishment and an ability to work with others.
|
•
|
Commitment to the Company’s Values.
Such person shall be committed to promoting the Company’s financial success and preserving and enhancing the Company’s reputation as a global leader in business and shall be in agreement with Company values as embodied in its codes of conduct.
|
•
|
Absence of Conflicting Commitments.
Such person should not have commitments that would conflict with the time commitments of a Company Director.
|
•
|
Reputation and Integrity.
Such person shall be of high repute and recognized integrity, and shall not have been convicted in a criminal proceeding or be named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law, and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity.
|
•
|
Other Factors.
Such person shall have other characteristics considered appropriate for membership on the Board of Directors, including significant experience and accomplishments, an understanding of consumer insight and analytics and finance, sound business judgment, and an appropriate educational background.
|
|
2019 Proxy Statement
|
28
|
|
2019 Proxy Statement
|
29
|
|
2019 Proxy Statement
|
30
|
•
|
the Company’s accounting and financial reporting processes and the audits of its financial statements;
|
•
|
the adequacy of the Company’s internal control over financial reporting;
|
•
|
the integrity of the Company's financial statements;
|
•
|
the qualifications and independence of the Company's independent auditor;
|
•
|
the appointment, retention, performance and compensation of the Company's independent auditor and the performance of the internal audit function; and
|
•
|
the Company’s compliance with legal and regulatory requirements.
|
•
|
assists the Board in fulfilling its responsibility to oversee the development and administration of the Company’s compensation programs, including equity based incentive programs, for executives and other employees;
|
•
|
endorses the corporate goals and objectives relevant to the Chief Executive Officer’s Total Compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the Chief Executive Officer’s Total Compensation level based on such evaluation;
|
•
|
reviews, and recommends for approval by the Board, the Total Compensation of each person who is an “executive officer” of the Company under the Exchange
|
|
2019 Proxy Statement
|
31
|
•
|
oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk taking;
|
•
|
reviews the Company’s Performance-Based Compensation Recoupment Policy and oversees its application; and
|
•
|
reviews and discusses with management the Compensation Discussion and Analysis to be included in the proxy statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) oversees preparation of and issues the
Compensation Committee Report
for inclusion in the Proxy Statement.
|
•
|
Meridian reports directly to the Committee about executive compensation matters;
|
•
|
Meridian meets with the Committee in executive sessions that are not attended by Company management;
|
•
|
Meridian has direct access to the Committee’s Chair and Committee members between meetings; and
|
•
|
the Committee has not directed Meridian to perform its services in any particular manner or under any particular method.
|
|
2019 Proxy Statement
|
32
|
•
|
reviews the Company’s key financial, risk and business metrics;
|
•
|
reviews and monitors all aspects of the Company’s capital plan, actions and policies (including the guiding principles used to evaluate all proposed capital actions), targets and structure (including the monitoring of capital adequacy and of compliance with the Company’s capital plan);
|
•
|
reviews proposals and reports concerning and, within the scope of the authority delegated to it by the Board, makes recommendations to the Board regarding, or provides approvals of, certain capital actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles and applicable law;
|
•
|
reviews policies, practices and procedures regarding risk assessment and management;
|
•
|
reviews reports from the Chief Risk Officer and management of the steps taken to measure, monitor and manage risk exposures in the enterprise (consulting with advisors and other Board committees as appropriate); and
|
•
|
reviews benchmarks and target metrics related to financial and risk topics and monitors performance against these benchmarks and targets.
|
•
|
assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
|
•
|
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
|
•
|
develops and recommends to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
|
•
|
reviews proposed succession plans for the Chief Executive Officer and the Company’s other executive officers, and makes recommendations to the Board of Directors with respect to such plans;
|
|
2019 Proxy Statement
|
33
|
•
|
oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
|
•
|
oversees the Company’s policies concerning its corporate citizenship programs, including the Company's activities related to sustainability, environmental stewardship and corporate responsibility.
|
|
2019 Proxy Statement
|
34
|
•
|
Legal, investment banking, consulting or management services provided to the Company by a related person or an entity with which the related person is affiliated;
|
•
|
Sales, purchases and leases of real property between the Company and a related person or an entity with which the related person is affiliated;
|
•
|
Material investments by the Company in an entity with which a related person is affiliated;
|
•
|
Contributions by the Company to a civic or charitable organization for which a related person serves as an executive officer; and
|
•
|
Indebtedness or guarantees of indebtedness involving the Company and a related person or an entity with which the related person is affiliated.
|
|
2019 Proxy Statement
|
35
|
|
2019 Proxy Statement
|
36
|
•
|
For customers.
MetLife listens closely and intends to shape products and services to fulfill their needs and meet their rapidly-evolving expectations.
|
•
|
For our workforce.
MetLife helps its global workforce of 48,000 people across more than 40 countries grow and thrive by providing training and development, supporting health and wellness and promoting diversity and inclusion.
|
•
|
For our business.
MetLife’s weaves its culture of ethics, integrity and risk management into the fabric of the organization - employees at all levels are responsible for managing risk.
|
•
|
For the communities we serve.
MetLife invests for the long-term so the Company can deliver on its promises to its customers and be an economic force.
|
•
|
For the underserved
.
MetLife is focused on improving financial health. MetLife and MetLife Foundation provided more than $44 million in grants in 2018, including nearly $29 million for financial health.
|
•
|
For the environment.
MetLife has reduced its environmental footprint and is committed to promoting a healthy planet for generations to come.
|
|
2019 Proxy Statement
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Name
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cheryl W. Grisé (1)
|
|
|
175,000
|
|
|
|
150,063
|
|
|
|
1,620
|
|
|
|
326,683
|
|
|
|
Carlos M. Gutierrez
|
|
|
150,000
|
|
|
|
150,063
|
|
|
|
1,620
|
|
|
|
301,683
|
|
|
|
Gerald L. Hassell (2)
|
|
|
121,154
|
|
|
|
121,203
|
|
|
|
1,488
|
|
|
|
243,845
|
|
|
|
David L. Herzog (1)
|
|
|
190,000
|
|
|
|
150,063
|
|
|
|
1,620
|
|
|
|
341,683
|
|
|
|
R. Glenn Hubbard, Ph.D.
|
|
|
200,000
|
|
|
|
150,063
|
|
|
|
6,620
|
|
|
|
356,683
|
|
|
|
Alfred F. Kelly, Jr. (2)
|
|
|
75,000
|
|
|
|
75,036
|
|
|
|
828
|
|
|
|
150,864
|
|
|
|
Edward J. Kelly, III (1)
|
|
|
185,000
|
|
|
|
150,063
|
|
|
|
1,620
|
|
|
|
336,683
|
|
|
|
William E. Kennard (1)
|
|
|
175,000
|
|
|
|
150,063
|
|
|
|
6,620
|
|
|
|
331,683
|
|
|
|
James M. Kilts (1)
|
|
|
180,000
|
|
|
|
150,063
|
|
|
|
6,620
|
|
|
|
336,683
|
|
|
|
Catherine R. Kinney
|
|
|
150,000
|
|
|
|
150,063
|
|
|
|
6,620
|
|
|
|
306,683
|
|
|
|
Diana L. McKenzie (2)
|
|
|
17,588
|
|
|
|
17,615
|
|
|
|
300
|
|
|
|
35,503
|
|
|
|
Denise M. Morrison
|
|
|
150,000
|
|
|
|
150,063
|
|
|
|
1,620
|
|
|
|
301,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
During 2018, Ms. Grisé served as the Governance and Corporate Responsibility Committee Chair, Mr. Herzog served as the Audit Committee Chair, Edward J. Kelly, III served as the Finance and Risk Committee Chair, Mr. Kennard served as the Investment Committee Chair, and Mr. Kilts served as the Compensation Committee Chair. Each received additional cash fees as described under "Fees Earned or Paid in Cash and Stock Awards".
|
2
|
Mr. Hassell joined the Board of Directors in February 2018, Alfred F. Kelly, Jr. retired from the Board of Directors in June 2018, and Ms. McKenzie joined the Board of Directors in November 2018.
|
|
|
|
|
|
|
|
Committee
|
|
Retainer for
Committee Chair
($)
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
38
|
|
2019 Proxy Statement
|
39
|
|
The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2019.
|
•
|
Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (
PCAOB
) as required by the Sarbanes-Oxley Act of 2002 (
Sarbanes-Oxley
) and the Rules of the PCAOB;
|
•
|
Deloitte’s independence and its processes for maintaining its independence;
|
•
|
the results of the independent review of the firm’s quality control system;
|
•
|
the global reach of the Deloitte network of member firms and its alignment with MetLife’s worldwide business activities;
|
•
|
the key members of the engagement team, including the lead audit partner, for the audit of the Company’s financial statements;
|
•
|
Deloitte’s performance during its engagement for the fiscal year ended December 31, 2018 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;
|
•
|
the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;
|
•
|
Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office; and
|
•
|
Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.
|
|
2019 Proxy Statement
|
40
|
•
|
operations of the Company’s subsidiaries in multiple, global jurisdictions (approximately 40 countries and branches in 2018);
|
•
|
the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions;
|
•
|
the operating insurance companies’ responsibility for preparing audited financial statements; and
|
•
|
the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant.
|
|
|
|
|
|
|
|
||||
|
(in millions)
|
|
2018
($)
|
|
2017
($)
|
|
||||
|
|
|
|
|
|
|
||||
|
Audit Fees (1)
|
|
|
63.1
|
|
|
|
68.6
|
|
|
|
Audit-Related Fees (2)
|
|
|
17.6
|
|
|
|
14.7
|
|
|
|
Tax Fees (3)
|
|
|
3.3
|
|
|
|
4.4
|
|
|
|
All Other Fees (4)
|
|
|
1.9
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. In 2018, Deloitte issued approximately 279 audit reports. The decrease in audit fees in 2018 as compared to 2017 is attributable to a reduction in audit procedures related to Brighthouse Financial, Inc. as it is no longer part of MetLife.
|
2
|
Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers, acquisitions and divestitures, accounting consultations and audits in connection with proposed or consummated acquisitions and divestitures, control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. The increase in audit-related fees is attributable to additional work related to actuarial modeling.
|
3
|
Fees for tax compliance, consultation and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of advisory services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers, acquisitions and divestitures, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. In 2018, tax compliance and tax preparation fees total $2.0 million and tax advisory fees total $1.3 million and in 2017, tax compliance and tax preparation fees total $1.5 million and tax advisory fees total $2.9 million.
|
4
|
Fees for other types of permitted services, including employee benefit advisory services, risk and other consulting services, financial advisory services and valuation services.
|
|
2019 Proxy Statement
|
41
|
|
2019 Proxy Statement
|
42
|
|
2019 Proxy Statement
|
43
|
|
|
The Board of Directors recommends that you vote FOR this proposal: “RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
|
|
2019 Proxy Statement
|
44
|
|
2019 Proxy Statement
|
45
|
|
|
In 2018, MetLife:
|
||
|
|
|
|
|
|
|
ü
|
|
continued its transformation into a simpler and less capital intensive Company with stronger Free Cash Flow.
|
|
|
|
|
|
|
|
ü
|
|
achieved a two-year average ratio of Core Free Cash Flow to Core Adjusted Earnings within our two-year average target of 65-75%
|
|
|
|
|
|
|
|
ü
|
|
met or exceeded its key Core financial metrics.
|
|
|
|
|
|
|
|
ü
|
|
successfully remediated the material weaknesses in internal controls over financial reporting.
|
|
|
|
|
|
|
|
ü
|
|
made continued progress toward achieving our target of $800 million in expense margin improvement by 2020; improved the Core Direct Expense Ratio by 40 basis points from 2017 and 140 basis points from 2015, the year before MetLife’s unit cost initiative began.
|
|
2019 Proxy Statement
|
46
|
ü
|
considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2018.
|
ü
|
approving funding for AVIP at 115.7%, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
|
ü
|
approving the issuance of 2016-2018 Performance Shares at 87.7%, which was a higher performance factor than for the prior period (2015-2017).
|
ü
|
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value (formerly 50% in 2017) to further enhance executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
|
ü
|
provide the largest portion of executives’ Total Compensation in
variable, performance-dependent awards
.
|
ü
|
align executives’ interests with shareholders’
through Share-based awards and Share ownership requirements.
|
ü
|
incorporate sound risk management
through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.
|
|
2019 Proxy Statement
|
47
|
|
2019 Proxy Statement
|
48
|
|
|
How did we perform?
|
•
|
optimizing value and risk
by focusing on our businesses with higher internal rates of return, lower capital intensity, and maximum cash generation;
|
•
|
driving operational excellence,
by transforming into a high-performance operating company with a competitive cost structure;
|
•
|
strengthening our distribution channels
to drive efficiency and productivity through digitalization and improved customer persistency; and
|
•
|
taking a targeted approach
to deliver the right solutions for the right customers through differentiated customer value propositions.
|
•
|
succeed in the right markets;
|
•
|
build clear differentiators; and
|
•
|
continue to make the right investments to deliver customer and shareholder value.
|
•
|
continuing unit cost initiative expense savings, net of one-time costs;
|
•
|
improved underwriting margins; and
|
•
|
volume growth;
|
|
2019 Proxy Statement
|
49
|
|
2019 Proxy Statement
|
50
|
|
2019 Proxy Statement
|
51
|
|
2019 Proxy Statement
|
52
|
•
|
Chairman of the Board, President and CEO Steven A. Kandarian;
|
•
|
Executive Vice President and Chief Financial Officer John D. McCallion;
|
•
|
President, U.S. Business and Europe, the Middle East, and Africa (
EMEA
) Michel A. Khalaf;
|
•
|
Executive Vice President, Global Technology & Operations Martin J. Lippert; and
|
•
|
Executive Vice President and Chief Investment Officer Steven J. Goulart.
|
|
2019 Proxy Statement
|
53
|
•
|
2017 Executive Officer AVIP awards were flat or notably lower than 2016 (e.g., 25% lower for the CEO) due to the Committee’s consideration of the Company’s 2017 operational challenges, TSR compared to peer companies, and other aspects of performance;
|
•
|
each Active Named Executive Officer (except the CEO) managed additional responsibilities over time; and
|
•
|
2018 AVIP funding was above target based on a strong year of financial performance, and higher than 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Compensation Committee Performance-Year Incentive Decisions
|
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
2018
|
|
2018 Increase
Versus 2017
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Name
|
|
Base
Salary
Earned
($)
|
|
AVIP
Award
($) (6)
|
|
LTI
($) (7)
|
|
Total
Compen-
sation
($) (8)
|
|
AVIP
Award
(9)
|
|
LTI
|
|
Total
Compen-
sation
(10)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Steven A. Kandarian (1)
|
|
1,550,000
|
|
|
5,500,000
|
|
|
11,000,000
|
|
|
18,050,000
|
|
|
83%
|
|
0%
|
|
16%
|
|
||
|
John D. McCallion (2)
|
|
597,834
|
|
|
2,000,000
|
|
|
3,000,000
|
|
|
5,597,834
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||
|
Michel A. Khalaf (3)
|
|
837,492
|
|
|
3,500,000
|
|
|
9,000,000
|
|
|
13,337,492
|
|
|
67%
|
|
157%
|
|
110%
|
|
||
|
Martin J. Lippert (4)
|
|
900,000
|
|
|
3,500,000
|
|
|
4,500,000
|
|
|
8,900,000
|
|
|
67%
|
|
29%
|
|
38%
|
|
||
|
Steven J. Goulart (5)
|
|
776,250
|
|
|
3,000,000
|
|
|
4,000,000
|
|
|
7,776,250
|
|
|
100%
|
|
33%
|
|
48%
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Kandarian’s 2018 Total Compensation reflected the Company’s strong financial performance in 2018 and significant progress on strategic and operational objectives.
|
2
|
Mr. McCallion was MetLife’s Executive Vice President and Chief Financial Officer for a portion of 2018. Mr. McCallion was not a Named Executive Officer in the Company’s 2018 Proxy Statement.
|
3
|
Mr. Khalaf’s 2018 Total Compensation reflected his first full year following his promotion to President U.S. Business and EMEA, and the Board took account of his impending CEO role, effective May 1, 2019, in determining his 2019 LTI.
|
4
|
Mr. Lippert’s 2018 Total Compensation reflected his first full year as head of MetLife Holdings as well as Global Technology and Operations.
|
5
|
Mr. Goulart’s 2018 Total Compensation reflected his service as interim head of Asia as well as continued service as Chief Investment Officer.
|
6
|
Reflects the AVIP award for 2018 performance paid in 2019, reported on the
Summary Compensation Table
. The AVIP Company performance factor was 115.7%.
|
7
|
The award value of LTI granted in 2019 is shown in this table. It is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 2020 Proxy Statement.
|
8
|
Total Compensation
for 2018 comprises base salary earned during 2018, AVIP awards for 2018 performance, and award value of LTI granted in 2019.
|
9
|
Reflects the AVIP award for 2018 performance paid in 2019, compared with the award for 2017 performance paid in 2018, reported in the Company’s 2018 Proxy Statement on the Summary Compensation Table. The 2017 AVIP Company funding performance factor was 111.2%. However, 2017 executive AVIP awards reflected the Company's operational challenges.
|
10
|
Reflects Total Compensation for 2018, as described in note 8 above, compared to Total Compensation for 2017.
|
|
2019 Proxy Statement
|
54
|
|
2019 Proxy Statement
|
55
|
•
|
MetLife was named to the Dow Jones Sustainability Index (North America) for the third year in a row.
|
•
|
MetLife achieved a grade of “A minus” from CDP (formerly known as the Carbon Disclosure Project) for reporting and management of climate issues. This rating places MetLife in CDP’s top quartile “Leadership” category.
|
•
|
Bloomberg Gender Equity Index recognized MetLife to its Gender-Equality Index for the fourth year in a row.
|
•
|
Corporate Knights named MetLife among the world's top 100 Most Sustainable Companies.
|
•
|
The U.S. Business Leadership Network and American Association of People with Disabilities named MetLife to the "Best Places to Work for Disability Inclusion" and recognizing MetLife's efforts to provide a more inclusive workplace for people with disabilities.
|
•
|
The Company and the MetLife Foundation made a combined $44 million in grants, including $29 million for financial health efforts to help low-income individuals and families access safe and affordable financial products and services.
|
|
2019 Proxy Statement
|
56
|
•
|
enhancing MetLife’s ability to perform well in virtually any economic environment;
|
•
|
completing the final stage of the Brighthouse Financial separation;
|
•
|
shedding MetLife’s designation as a systemically important financial institution;
|
•
|
boosting Core Free Cash Flow as a proportion of Core Adjusted Earnings and the value of new business written;
|
•
|
expanding capital-light businesses with high internal rates of return and shorter payback periods;
|
•
|
improving MetLife’s operational efficiency;
|
•
|
making critical investments in technology, including digital capabilities;
|
•
|
creating a new Corporate Social Responsibility function; and
|
•
|
creating a new “Workforce of the Future” development fund to increase employees’ digital skills.
|
|
2019 Proxy Statement
|
57
|
•
|
Ensured the Company
exceeded its 2018 Business Plan
for Core Adjusted Earnings, Book Value Per Share, Capital Deployed to New Business, and Value of New Business;
maintained key capital adequacy ratios
(National Association of Insurance Commissioners Combined Risk-Based Capital, Japan Solvency Margin Ratio) above minimums;
delivered Core Free Cash Flow
as a percentage of Core Adjusted Earnings within the 2018 two-year average target range.
|
•
|
Led establishment of management practices to
ensure execution of savings
commitments including mitigating execution risk and identifying an
accelerated path to savings
commitments.
|
•
|
Effectively managed the
material weaknesses remediation
; enhanced internal controls and escalation processes.
|
•
|
Planned and executed the financial aspects of the
disposal of MetLife’s remaining stake in Brighthouse Financial
.
|
|
2019 Proxy Statement
|
58
|
•
|
U.S. Business:
Exceeded financial objectives
including sales, Core Adjusted Earnings, Adjusted Premiums, Fees, and Other Revenues, and Core Adjusted Expense Ratio.
|
•
|
U.S. Business: Secured a
$6 billion Pension Risk Transfer deal
and won the largest Global Employee Benefits case in MetLife’s history.
|
•
|
EMEA:
Exceeded financial objectives
for Core Adjusted Earnings on a constant currency basis and Core Adjusted Expense ratio.
|
•
|
EMEA:
Accelerated major restructuring
in the second quarter of 2018, eliminating sub-regional management layer and offering career opportunities to top talent.
|
•
|
In both regions,
the value of new business and savings
through the unit cost initiative
exceeded 2018 Business Plan goals
.
|
|
2019 Proxy Statement
|
59
|
•
|
Delivered 2018
MetLife Holdings financial performance that exceeded the Business Plan goals
for Core Adjusted Earnings and Core Adjusted Expense Ratio.
|
•
|
Surpassed Business Plan Net Promoter Score targets
in U.S. customer solutions centers, earning J.D. Power recognition of MetLife’s Global Solutions Disability Intake team for providing “An Outstanding Customer Service Experience” for the Live Phone Channel,” placing MetLife in the top quartile of insurance contact centers and in the top 20 percent of contact centers across industries.
|
•
|
Leveraged MetLife’s Digital Accelerator and Digital Ventures Fund to
develop potentially industry-disrupting technologies
and invested in select start-up companies to bring new value to MetLife's customers.
|
•
|
Achieved
3 additional LEED Platinum certifications
for a total of 21 LEED (Leadership in Energy and Environmental Design) certified offices across the globe.
|
|
2019 Proxy Statement
|
60
|
•
|
Exceeded 2018 Business Plan
Net Investment Income; completed multiple portfolio actions to support corporate initiatives and reduce portfolio risk.
|
•
|
Continued growth of MetLife Investment Management (MIM)
, achieving Business Plan goal for pre-tax adjusted earnings and MIM-record levels of certain assets it manages and related revenue.
|
•
|
Implemented restructuring of MetLife Investments
, including integration of Logan Circle Partners into MIM and formation of Affiliated Insurance Companies investment management unit.
|
•
|
For 2018,
the Asia Region met or exceeded Business Plan goals for
Core Adjusted Earnings, on a constant currency basis, value of new business, and free cash flow through volume growth and expense efficiencies.
|
|
2019 Proxy Statement
|
61
|
|
2019 Proxy Statement
|
62
|
|
|
What are our executive compensation practices?
|
|
|
Provide competitive Total Compensation opportunities to attract, retain, engage, and motivate high-performing executives
|
|
|
|
Align compensation plans with short- and long-term business strategies
|
|
|
|
|
|
|
|
Align the financial interests of executives with shareholders’ through LTI and Share ownership requirements
|
|
|
|
Make a vast majority of Total Compensation variable and subject to Company and individual performance.
|
|
|
|
|
|
|
|
|
|
|
MetLife’s compensation program has multiple features
that promote the Company’s success, including:
|
|
|
|
|
|
|
|
|
paying for performance:
vast majority of compensation is variable without guarantee, and dependent on achievement of business results.
|
|
|
|
aligning executives’ interests with those of shareholders:
vast majority of incentive compensation is Share-based, and executives are expected to meet Share ownership requirements.
|
|
|
|
encouraging long-term decision-making:
Stock Options and Restricted Stock Units vest over three years, Stock Options may normally be exercised over 10 years, and the ultimate value of Performance Shares is determined by the Company’s performance over three years.
|
|
|
|
rewarding achievement of the Company’s business goals:
amounts available for annual incentive awards are based on Company performance compared to its Business Plan; individual awards take account of individual performance relative to individual goals.
|
|
|
|
avoiding incentives to take excessive risk:
the Company does not make formulaic individual awards, uses Adjusted Earnings (which excludes net investment gains and losses and net derivative gains and losses) as a key performance indicator, avoids incentives to take excessive risk in the Company’s investment portfolio, and uses multi-year performance to determine the payout of LTI.
|
|
|
|
maintaining a performance-based compensation recoupment (clawback) policy:
the Company may seek recovery for employee fraudulent or other wrongful conduct that harmed MetLife, including an accounting restatement required by material noncompliance with financial reporting requirements, and from Executive Group members based on materially inaccurate performance measures regardless of fault.
|
|
|
|
|
|
|
|
|
|
|
The Company’s compensation program excludes practices
that would be contrary to the Company’s compensation
philosophy and contrary to shareholders’ interests.
For example, the Company:
|
|
|
|
|
|
|
|
|
does not
offer Executive Group members a supplemental executive retirement plan that adds years of service or includes long-term incentive compensation in the benefits formula.
|
|
|
|
does not
provide excessive perquisites.
|
|
|
|
does not
allow repricing or replacing of Stock Options without prior shareholder approval.
|
|
|
|
does not
provide any “single trigger” change-in-control severance pay, or “single trigger” vesting of LTI upon a change-in-control without the opportunity for the Company or a successor to substitute alternative awards that remain subject to vesting.
|
|
|
|
does not
provide any change-in-control severance pay beyond two times average salary and annual cash incentive pay.
|
|
|
|
does not
provide for any excise tax payment or tax gross-up for change-in-control related payments, or for tax gross-up for any perquisites or benefits, other than in connection with relocation or other transition arrangements.
|
|
|
|
does not
allow directors, executives, or other associates, to engage in pledging, hedging, short sales, or trading in put and call options with respect to the Company’s securities.
|
|
|
|
does not
offer employment contracts to U.S.-based Executive Group members.
|
|
|
|
|
|
|
2019 Proxy Statement
|
63
|
•
|
praised the quality of the Company’s disclosure, consistency in program design, performance metrics, and articulation of business strategy.
|
•
|
supported the Company’s executive compensation program design and its alignment with the Company’s business strategy.
|
•
|
urged management to execute consistently and improve TSR performance.
|
•
|
agreed that the Committee’s selective use of discretion in the design and administration of incentive plans is reasonable, so long as it aligns pay with performance.
|
•
|
were pleased with the Company’s growing focus on environmental practices and its corporate responsibility initiatives.
|
|
2019 Proxy Statement
|
64
|
|
|
|
|
|
|
|
Description
|
|
|
Strategic Role
|
|
|
|
|
|
|
|
|
Total Compensation
|
|
|||
|
Base Salary
is determined based on position, scope of responsibilities, individual performance and experience, and competitive data.
|
|
|
Provides fixed compensation for services during the year.
|
|
|
Annual Incentive Awards
are:
• variable based on performance relative to Company and individual goals and additional business challenges or opportunities that arose during the year.
• determined through the Compensation Committee assessment of all of these factors as a whole.
|
|
|
• Serve as the primary compensation vehicle for recognizing and differentiating individual performance each year.
• Motivate Executive Group members and other employees to achieve strong annual business results that will contribute to the Company’s long-term success, without creating an incentive to take excessive risk.
|
|
|
Stock-Based Long-Term Incentive Awards
are:
• based on the Compensation Committee’s assessment of individual responsibility, performance, relative contribution, and potential for assuming increased responsibilities and future contributions.
• dependent on the value of Shares (Restricted Stock Units), increases in the price of Shares (Stock Options), or a combination of MetLife’s performance as well as the value of Shares (Performance Shares). Cash-paid equivalents are used outside the U.S.
• granted each year to provide overlapping vesting and performance cycles.
• delivered, beginning with awards made in 2018 to Executive Group members as part of Total Compensation, in these proportions:
|
|
|
• Ensure that Executive Group members have a significant continuing stake in the long-term financial success of the Company (see “Executive Share Ownership” in "
How Do We Manage Risk Related to Our Compensation Program
").
• Align executives’ interests with those of shareholders.
• Encourage decisions and reward performance that contribute to the long-term growth of the Company’s business and enhance shareholder value.
• Motivate Executive Group members to outperform MetLife’s competition.
• Encourage executives to remain with MetLife.
|
|
|
Stock-Based Long-Term
Incentive Mix for CEO and other Executive Group Members
|
|
|
|
|
|
|
|
|
|
|
|
Benefits
|
|
|||
|
|
|
|
|
|
|
Retirement Program and Other Benefits
include post-retirement income (pension) or the opportunity to save a portion of current compensation for retirement and other future needs (401(k) program and nonqualified deferred compensation).
|
|
|
Attract and retain executives and other employees.
|
|
|
Potential Termination Payments
|
|
|||
|
Severance Pay and Related Benefits
include transition assistance if employment ends due to job elimination or, in limited circumstances, performance.
|
|
|
Encourage focus on transition to other opportunities and allow the Company to obtain a release of employment-related claims.
|
|
|
Change-in-Control Benefits
include:
• double-trigger severance pay and related benefits, if the Executive Group member’s employment is terminated without cause or the Executive Group member resigns with good reason following a change-in-control.
• replacement or vesting of LTI.
|
|
|
• Retain Executive Group members during a change-in-control.
• Promote the unbiased efforts of the Executive Group members to maximize shareholder value during and after a change-in-control.
• Keep executives whole in situations where Shares may no longer exist or awards otherwise cannot or will not be replaced.
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
65
|
|
2019 Proxy Statement
|
66
|
|
|
How did we compensate our CEO and other Named Executive Officers?
|
|
2019 Proxy Statement
|
67
|
•
|
Adjusted Earnings excludes net investment gains and losses and net derivative gains and losses.
|
•
|
The formula excludes VII that is more than 10% higher or lower than the Business Plan goal. This avoids excessive rewards or penalties due to volatile investment returns. As a result, it does not create an incentive to take excessive risk in the Company’s investment portfolio and so facilitates prudent risk management. VII for 2018 was $22 million, net of income tax, above this range. As a result, the Committee reduced Adjusted Earnings by that amount.
|
•
|
Nor is this approach an unlimited function of revenues. Rather, this approach caps the amount that can be generated for AVIP awards, and is a function of financial measures that take account of the Company’s costs and liabilities.
|
|
2019 Proxy Statement
|
68
|
|
|
|
|
|
|
|||
|
Reason for Increase/Decrease
|
|
|
Increase
(Decrease)
(in millions)
|
|
|||
|
|
|
|
|
||||
|
U.S. Tax Reform (not contemplated in Business Plan)
|
|
|
|
$91
|
|
|
|
|
Reversal of a prior uncertain tax position
|
|
|
|
($338
|
)
|
|
|
|
Net decrease to Adjusted Earnings for AVIP
|
|
|
|
($247
|
)
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
69
|
|
2019 Proxy Statement
|
70
|
•
|
the Company’s Adjusted ROE compared to its Business Plan goals; and
|
•
|
TSR, which reflects total return on Shares including change in Share price and imputed reinvested dividends, compared to the custom group of competitors listed in
Appendix A
(the
TSR Peer Group
).
|
|
2019 Proxy Statement
|
71
|
•
|
2015-2017: In early 2018, the Board of Directors approved payouts for Performance Share (and cash equivalent) awards for this period that reflected a performance factor of 46.3%, the average of 92.5% factor related to Adjusted ROE and 0% factor related to TSR.
|
•
|
2016-2018: The payout for Performance Share (and cash equivalent) awards for this period reflected a performance factor of 87.7%, the average of 96.3% factor related to Adjusted ROE and 79.0% factor related to TSR.
|
•
|
2017-2019, 2018-2020, and 2019-2021: The Board has set Adjusted ROE Business Plan goals that require a meaningful stretch from prior goals and performance, considering the Company's commitment to responsible growth through management performance, while also considering tax changes, accounting changes, and movements in currency exchange rates, interest rates, and other market factors. The payout for these Performance Share awards will be disclosed after the end of each performance period.
|
|
2019 Proxy Statement
|
72
|
|
2019 Proxy Statement
|
73
|
•
|
the goal to exclude Brighthouse Financial and the impact of its separation;
|
•
|
Adjusted ROE results for 2018 for the same items it excluded in determining the total funding for 2018 AVIP awards, and for the same reasons (see “Annual Incentive Awards” above).
|
•
|
Adjusted ROE results for 2018 to exclude a $349 million, net of income tax, benefit from a lower than expected effective tax rate due to tax reform in the United States enacted in 2018, long after the Company set its 2016-2018 Business Plan; and
|
•
|
Adjusted ROE results for 2017 and 2016. Each year is included as either the first, second, or third year of each of three performance periods. The Company explained the modifications for 2017 and 2016 in MetLife's prior Proxy Statements for purposes of prior Performance Share performance factors.
|
|
2019 Proxy Statement
|
74
|
|
|
|
|
|||||||||||||||||
|
2016-2018 Performance Shares/Units - Realized Value Illustration
|
|
||||||||||||||||||
|
Event and Date
|
|
|
Award Shares/Units at Target
(#) (2)
|
|
|
Share Closing Price
($) (2)
|
|
|
|
Award Value
(Pre-Tax)
($) (3)
|
|
||||||||
|
Grant Date
February 23, 2016
|
|
|
1,000
|
|
|
34.33
|
|
|
|
|
34,330
|
|
|||||||
|
Board Determination of 87.7% Performance Factor
February 26, 2019 (1)
|
|
|
877
|
|
|
44.65
|
|
|
|
|
39,158
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in Award Value from Grant Date to Date of Board Determination: 14.1%
|
|
||||||||||||||||||
|
|
|
||||||||||||||||||
|
Increase in Share Value from Grant Date to Date of Board Determination: 30.1%
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
See "Performance Shares" above regarding how the performance factor reflects Company performance.
|
2
|
Award Shares/Units and Share closing price adjusted for the Brighthouse Financial Separation. Unlike Shareholders, Award holders received no Brighthouse Financial, Inc. common stock.
|
3
|
Award Value differs from the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair value was disclosed in the Company's 2017 Proxy Statement on the Grants of Plan-Based Awards table.
|
•
|
The performance factor for the 2015-2017 performance periods included zero credit for TSR, since MetLife was below the 25
th
percentile of the TSR Peer Group. The total performance factor for that period was 46.3%.
|
•
|
For 2016-2018 awards, MetLife’s TSR was near the peer median. The total performance factor was 87.7%, due in part to the Company's improved TSR relative to competitors.
|
•
|
MetLife has improved its TSR and intends to continue to improve it by:
|
◦
|
Making significant progress on our transformation: shifting to more capital-light products with shorter payback periods and strong free cash flow.
|
◦
|
Raising our Adjusted ROE target: an increasing ROE indicates more efficiency in deploying capital and generates greater shareholder value over time.
|
◦
|
Strong capital management: for the three years ending 2018, we returned over $12 billion to common shareholders through Share repurchases and common dividends.
|
◦
|
Investing in our businesses: for 2015-2018, we deployed over $12 billion of capital to support business growth around the world.
|
|
2019 Proxy Statement
|
75
|
•
|
Each
Unit Option
represents the right to receive a cash payment equal to the closing price of a Share on the surrender date chosen by the employee, less the closing price on the grant date. One-third of each award of Unit Options becomes exercisable on each of the first three anniversaries of the date of grant.
|
•
|
Performance Units
are units that, if they vest, are multiplied by the same performance factor used for Performance Shares for the applicable period and payable in cash equal to the closing price of a Share. Payment for Performance Units granted in 2017 and earlier is contingent on Company achievement of goals set for Section 162(m) purposes.
|
•
|
Restricted Units
are units that vest on the same schedules as Restricted Stock Units and, if they vest, each is payable in cash equal to the closing price of a Share on the vesting date. Payment for Restricted Units granted in 2017 and earlier that vest and pay out in three annual installments is contingent on Company achievement of goals set for Section 162(m) purposes.
|
|
2019 Proxy Statement
|
76
|
|
2019 Proxy Statement
|
77
|
•
|
To maximize the accessibility of Executive Group members, the Company makes leased vehicles and drivers and outside car services available to U.S.-based executives for commuting and personal use.
|
•
|
The Company leases an aircraft for purposes of efficient business travel by the Company’s executives. While the CEO may occasionally use the Company’s aircraft for personal travel, Company policy does not require him to use the Company’s aircraft for all personal and business travel. The Company also does not pay, or gross-up any compensation to cover, the CEO’s income taxes on this or other perquisites.
|
•
|
To promote Mr. Kandarian's safety while not at MetLife’s offices, the Company provides limited security services.
|
•
|
For recordkeeping and administrative convenience of the Company, the Company pays certain other costs, such as those for travel and meals for family members accompanying Executive Group members on business functions.
|
•
|
The Company holds events to facilitate and strengthen its relationship with customers, potential customers, and other business partners, such as events at MetLife Stadium. The Company occasionally allows employees, including the Executive Group members, and their family members, personal use of its facilities at MetLife Stadium, to the extent space at such events is available or the facilities are not in use for business purposes.
|
•
|
The Company provided benefits to Mr. Khalaf's family in Dubai that are common for senior management in such circumstances, such as housing assistance and automobile allowance, prior to the family's mid-2018 relocation to the U.S.
|
|
2019 Proxy Statement
|
78
|
|
2019 Proxy Statement
|
79
|
|
2019 Proxy Statement
|
80
|
|
|
How do we review compensation against peer companies?
|
|
2019 Proxy Statement
|
81
|
1
|
MetLife is excluded from the Comparator Group when determining its percentile rank.
|
|
2019 Proxy Statement
|
82
|
|
2019 Proxy Statement
|
83
|
|
|
How do we manage risk related to our compensation program?
|
|
|
|
|
|
|
Incentive compensation aligned with risk management
|
|
•
Adjusted Earnings – an important incentive compensation metric – excludes net investment gains and losses and net derivative gains and losses
-
Removes incentives not to hedge exposures to various risks inherent in a number of products, or to harvest capital gains for the sole purpose of enhancing incentive compensation
-
Aligns with Company policy not to use derivatives for speculative purposes
•
Company assesses Executives’ performance in risk management and governance practices
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term focus
|
|
•
Three-year overlapping performance periods and vesting for long-term incentive compensation
•
Time horizons for compensation reflect the extended time horizons for the results of many business decisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-based compensation recoupment
policy
|
|
•
Applies to all employees, including Executive Group members
•
Company may seek recovery of performance-based compensation with respect to period of misconduct
•
Misconduct is fraudulent or other wrongful conduct that causes the Company or its business financial or reputational harm, including an accounting restatement required by material noncompliance with financial reporting requirements
•
For Executive Group members, Company may also seek recoupment of compensation based on materially inaccurate performance measures, regardless of fault
•
Reinforces Company's intent to consider recovering compensation where the policy applies
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging and pledging policies
|
|
•
Directors and employees, including Executive Group members, may not short-sell, hedge, trade in put and call options in, or pledge their Company securities
•
Intended to prevent a misalignment, or appearance of misalignment, of interests with shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual risk-review of incentive compensation programs
|
|
•
Chief Risk Officer reviews programs and reports to the Compensation Committee
•
Intended to ensure that programs do not encourage excessive risk-taking
•
Analyzes performance measures, performance periods, payment determination processes, management controls, and risk management processes
•
Chief Risk Officer concluded that compensation programs did not encourage excessive risk-taking and, as a result, are not reasonably likely to have a material adverse effect on the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Share ownership
requirements
|
|
•
Ensure that executives’ interests are aligned with those of shareholders
•
Encourage prudent risk-taking to the long-term benefit of shareholders
•
Apply to employees at Senior Vice-President level and above, including Executive Group members
•
Require retention of all net Shares acquired from compensation awards to maintain ownership at or above the requirement
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Name
|
|
|
Requirement
(Multiple of
Annual Base
Salary Rate)
|
|
|
Ownership
at or Above
Requirement
|
|
|
Compliant with
100% Net
Share Retention
Requirements (1) |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Steven A. Kandarian
|
|
|
7
|
|
|
ü
|
|
|
ü
|
|
|
||||||||||
|
John D. McCallion
|
|
|
4
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
Michel A. Khalaf
|
|
|
4
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
Martin J. Lippert
|
|
|
4
|
|
|
ü
|
|
|
ü
|
|
|
||||||||||
|
Steven J. Goulart
|
|
|
4
|
|
|
ü
|
|
|
ü
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Requires retention of all net Shares acquired from compensation awards to maintain ownership at or above the requirement.
|
|
2019 Proxy Statement
|
85
|
|
2019 Proxy Statement
|
86
|
1
|
Mr. Kandarian will end his service as Chairman of the Board, President and Chief Executive Officer on April 30, 2019.
|
2
|
Under SEC rules, the Summary Compensation Table includes compensation to a Named Executive Officer for 2017 or 2016 solely to the extent that it was disclosed in either of the Proxy Statements for the prior two years. Mr. McCallion was not a Named Executive Officer in the Company's 2018 or 2017 Proxy Statement. Mr. Khalaf was not a Named Executive Officer in the Company’s 2017 Proxy Statement.
|
3
|
Amounts for Mr. Khalaf in this table and other executive compensation disclosure in this Proxy statement that were denominated, accrued, earned, or paid in United Arab Emirates Dirham (
AED
); dollars have been converted to U.S. dollars at a rate of U.S.$1 = AED3.673.
|
4
|
Mr. Hele's service as an Executive Officer ended on April 30, 2018, and his MetLife employment ended September 30, 2018.
|
|
2019 Proxy Statement
|
87
|
|
2019 Proxy Statement
|
88
|
•
|
$39.95 for March 2, 2018.
|
•
|
$47.30 for February 28, 2017.
|
•
|
$33.54 for February 23, 2016.
|
|
|
|
|
|
|
|
|
Name
|
|
|
Hypothetical Grant Date Fair
Value of 2018-2020
Performance Shares and
Performance Units at
Maximum Performance Level
($)
|
|
|
|
Steven A. Kandarian
|
|
|
11,831,352
|
|
|
|
John D. McCallion
|
|
|
499,375
|
|
|
|
Michel A. Khalaf
|
|
|
3,764,568
|
|
|
|
Martin J. Lippert
|
|
|
3,764,568
|
|
|
|
Steven J. Goulart
|
|
|
3,226,722
|
|
|
|
John C. R. Hele
|
|
|
3,011,591
|
|
|
|
|
|
|
|
|
•
|
$11.87 for March 2, 2018.
|
•
|
$13.84 for February 28, 2017.
|
•
|
$9.26 for February 23, 2016.
|
|
2019 Proxy Statement
|
89
|
|
2019 Proxy Statement
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Name
|
|
|
Employer
401(k)
Program and
Other Defined
Contribution Program
Contributions
($)
|
|
|
Perquisites
and Other
Personal
Benefits
($) (1)
|
|
Tax-
Related
Items
($)
|
|
|
Total
($)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Steven A. Kandarian
|
|
|
182,000
|
|
|
|
109,330
|
|
|
|
0
|
|
|
|
291,330
|
|
|
|
John D. McCallion
|
|
|
43,707
|
|
|
|
28,221
|
|
|
|
0
|
|
|
|
71,928
|
|
|
|
Michel A. Khalaf
|
|
|
0
|
|
|
|
249,496
|
|
|
|
2,892,980
|
|
|
|
3,142,476
|
|
|
|
Martin J. Lippert
|
|
|
120,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
120,000
|
|
|
|
Steven J. Goulart
|
|
|
91,050
|
|
|
|
0
|
|
|
|
0
|
|
|
|
91,050
|
|
|
|
John C. R. Hele
|
|
|
63,337
|
|
|
|
0
|
|
|
|
0
|
|
|
|
63,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Each of Mr. Lippert's, Mr. Goulart's, and Mr. Hele's aggregate amounts of perquisites and other personal benefits in 2018 were less than $10,000 and are therefore reported at $0.
|
|
2019 Proxy Statement
|
91
|
|
2019 Proxy Statement
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Name
|
|
Grant Date
|
|
Estimated
Possible
Payouts
Under
Non-Equity
Incentive Plan
Awards
Maximum
($)
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
All
Other
Stock Awards: Number
of
Shares
of
Stock
or
Units
(#)
|
|
All Other
Option Awards: Number of Secu-
rities
Under-
lying
Options (#) |
|
Exercise
or Base
Price of
Option Awards ($/Sh) |
|
Grant Date
Fair Value of Stock and Option
Awards
($) |
|
||||||||||||||||
|
Thres-hold
(#)
|
|
Target
(#)
|
|
Maxi-mum
(#)
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Steven A. Kandarian
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
42,307
|
|
169,231
|
|
|
296,154
|
|
|
|
|
|
|
|
|
6,760,778
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
36,264
|
|
|
|
|
|
|
1,448,747
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
108,768
|
|
|
45.50
|
|
|
1,291,076
|
|
|
||||||||||
|
John D. McCallion
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
1,785
|
|
7,143
|
|
|
12,500
|
|
|
|
|
|
|
|
|
285,363
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
3,572
|
|
|
|
|
|
|
142,701
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
10,712
|
|
|
45.50
|
|
|
127,151
|
|
|
||||||||||
|
Michel A. Khalaf
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
13,461
|
|
53,847
|
|
|
94,232
|
|
|
|
|
|
|
|
|
2,151,188
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
11,539
|
|
|
|
|
|
|
460,983
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
34,608
|
|
|
45.50
|
|
|
410,797
|
|
|
||||||||||
|
Martin J. Lippert
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
13,461
|
|
53,847
|
|
|
94,232
|
|
|
|
|
|
|
|
|
2,151,188
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
11,539
|
|
|
|
|
|
|
460,983
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
34,608
|
|
|
45.50
|
|
|
410,797
|
|
|
||||||||||
|
Steven J. Goulart
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
11,538
|
|
46,154
|
|
|
80,769
|
|
|
|
|
|
|
|
|
1,843,852
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
9,891
|
|
|
|
|
|
|
395,145
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
29,664
|
|
|
45.50
|
|
|
352,112
|
|
|
||||||||||
|
John C. R. Hele
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 2, 2018
|
|
|
|
10,769
|
|
43,077
|
|
|
75,384
|
|
|
|
|
|
|
|
|
1,720,926
|
|
|
||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
9,231
|
|
|
|
|
|
|
368,778
|
|
|
|||||||||||
|
|
March 2, 2018
|
|
|
|
|
|
|
|
|
|
|
|
27,687
|
|
|
45.50
|
|
|
328,645
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
93
|
|
2019 Proxy Statement
|
94
|
•
|
Option Awards granted to the Named Executive Officers that were outstanding on December 31, 2018 because they had not been exercised or forfeited as of that date.
|
•
|
Performance Shares and Performance Units granted to the Named Executive Officers that were outstanding on December 31, 2018 because they had not vested as of that date.
|
•
|
Restricted Stock Units and Restricted Units granted to the Named Executive Officers that were outstanding on December 31, 2018 because they had not vested as of that date.
|
|
2019 Proxy Statement
|
95
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Option Awards (1) (6)
|
Stock Awards (6)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Name
|
Number of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexer-
cisable
|
Option
Exercise
Price
($) |
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) (2)
|
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($) (3)
|
Equity
Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights
That Have
Not
Vested
(#) (4)
|
Equity Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have Not
Vested
($) (5)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Steven A.
Kandarian
|
85,072
89,549
167,905
367,292
203,521
146,077
163,364
152,918
56,032
0
|
0
0
0
0
0
0
0
76,461
112,065
108,768
|
31.13
40.91
39.84
34.21
31.15
45.15
45.91
34.33
46.85
45.50
|
February 22, 2020
February 22, 2021
March 20, 2021
February 27, 2022
February 25, 2023
February 24, 2024
February 23, 2025
February 22, 2026
February 27, 2027
March 1, 2028
|
99,114
|
|
4,069,621
|
|
492,267
|
|
20,212,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
John D.
McCallion
|
3,861
6,716
8,619
10,745
2,177
0
|
0
0
0
0
4,356
10,712
|
20.82
31.13
40.91
34.21
46.85
45.50
|
February 23, 2019
February 22, 2020
February 22, 2021
February 27, 2022
February 27, 2027
March 1, 2028
|
6,605
|
|
271,201
|
|
20,123
|
|
826,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Michel A.
Khalaf
|
29,383
52,498
35,616
25,181
26,138
26,213
9,605
0
|
0
0
0
0
0
13,109
19,212
34,608
|
40.91
34.21
31.15
45.15
45.91
34.33
46.85
45.50
|
February 22, 2021
February 27, 2022
February 25, 2023
February 24, 2024
February 23, 2025
February 22, 2026
February 27, 2027
March 1, 2028
|
22,315
|
|
916,254
|
|
127,851
|
|
5,249,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Option Awards (1) (6)
|
Stock Awards (6)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Name
|
Number of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexer-
cisable
|
Option
Exercise
Price
($) |
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) (2)
|
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($) (3)
|
Equity
Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights
That Have
Not
Vested
(#) (4)
|
Equity Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have Not
Vested
($) (5)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Martin J.
Lippert
|
41,976
36,715
61,055
41,968
44,108
40,778
16,009
0
|
0
0
0
0
0
20,389
32,019
34,608
|
26.36
34.21
31.15
45.15
45.91
34.33
46.85
45.50
|
September 5, 2021
February 27, 2022
February 25, 2023
February 24, 2024
February 23, 2025
February 22, 2026
February 27, 2027
March 1, 2028
|
29,012
|
|
1,191,233
|
|
150,265
|
|
6,169,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Steven J.
Goulart
|
15,671
19,141
20,484
78,691
40,704
26,859
32,673
36,409
13,340
0
|
0
0
0
0
0
0
0
18,206
26,684
29,664
|
20.82
31.13
40.91
34.21
31.15
45.15
45.91
34.33
46.85
45.50
|
February 23, 2019
February 22, 2020
February 22, 2021
February 27, 2022
February 25, 2023
February 24, 2024
February 23, 2025
February 22, 2026
February 27, 2027
March 1, 2028
|
24,855
|
|
1,020,546
|
|
127,462
|
|
5,233,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
John C. R.
Hele
|
49,009
43,690
16,009
0
|
0
21,847
32,019
27,687
|
45.91
34.33
46.85
45.50
|
February 23, 2025
February 22, 2026
February 27, 2027
March 1, 2028
|
27,190
|
|
1,116,421
|
|
131,417
|
|
5,395,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
97
|
1
|
Each of these Option Awards are Stock Options, except that Mr. Khalaf's Option Awards expiring in 2021 are Unit Options. Each Option Award has an expiration date that is the day before the tenth anniversary of its grant date. Mr. Kandarian’s Option Awards that expire on March 20, 2021 became exercisable on the third anniversary of their grant date, subject to conditions. Each of the other Option Awards will become exercisable at a rate of one-third of each annual grant on each of the first three anniversaries of the grant date, subject to conditions
.
|
2
|
Each of these Stock Awards is comprised of Restricted Stock Units, except that Mr. Khalaf’s Stock Awards expiring in 2026 and 2027 are Restricted Units.
|
3
|
The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Restricted Stock Units and Restricted Units reflected in the column entitled “Number of Shares or Units of Stock That Have Not Vested” multiplied by the closing price of a Share on December 31, 2018, the last business day of that year.
|
4
|
Each of these Stock Awards is comprised of Performance Shares, except that Mr. Khalaf’s Stock Awards granted in 2016 and 2017 are Performance Units. The number of Stock Awards reported is the maximum number of Shares that the Company could deliver (or pay the equivalent in cash) for the following performance periods:
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Maximum Performance
Shares or Performance Units |
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Name
|
|
|
2017-2019
(#)
|
|
|
2018-2020
(#)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Steven A. Kandarian
|
|
|
196,113
|
|
|
|
296,154
|
|
|
|||
|
John D. McCallion
|
|
|
7,623
|
|
|
|
12,500
|
|
|
|||
|
Michel A. Khalaf
|
|
|
33,619
|
|
|
|
94,232
|
|
|
|||
|
Martin J. Lippert
|
|
|
56,033
|
|
|
|
94,232
|
|
|
|||
|
Steven J. Goulart
|
|
|
46,693
|
|
|
|
80,769
|
|
|
|||
|
John C. R. Hele
|
|
|
56,033
|
|
|
|
75,384
|
|
|
|||
|
|
|
|
|
|
|
|
|
5
|
The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Performance Shares and Performance Units reflected in the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of a Share on December 31, 2018, the last business day of that year.
|
6
|
The Option Awards and Stock Awards granted in 2017 and earlier reflect an adjustment made as of August 4, 2017. On that date, MetLife, Inc. completed the separation of Brighthouse Financial through a distribution of Brighthouse Financial, Inc. common stock to MetLife, Inc. common shareholders. LTI award holders did not receive anything in that distribution. As a result, in order to maintain the intrinsic value of the LTI pursuant to the anti-dilution provisions of the 2015 Stock and Incentive Plan (or other applicable plan), the Company increased Option Awards and Stock Awards outstanding as of that date by an adjustment ratio, and lowered the Option Awards’ exercise price by dividing it by the same adjustment ratio (the
Separation Adjustment
). The Company determined the adjustment ratio by dividing the $53.92 closing price of MetLife, Inc. common stock on August 4, 2017 by the $48.17 opening price of MetLife, Inc. common stock on August 7, 2017, the next trading day.
|
|
2019 Proxy Statement
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Name
|
|
|
Number of Shares
Acquired
on
Exerscise
(#)
|
|
|
Value
Realized
on Exercise
($)
|
|
|
Number of
Shares
Acquired
on Vesting
(#)
|
|
|
Value
Realized
on Vesting
($)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Steven A. Kandarian
|
|
|
179,324
|
|
|
|
4,693,507
|
|
|
|
196,466
|
|
|
|
8,389,516
|
|
|
|
John D. McCallion
|
|
|
0
|
|
|
|
0
|
|
|
|
7,542
|
|
|
|
327,370
|
|
|
|
Michel A. Khalaf
|
|
|
0
|
|
|
|
0
|
|
|
|
33,472
|
|
|
|
1,428,332
|
|
|
|
Martin J. Lippert
|
|
|
0
|
|
|
|
0
|
|
|
|
52,806
|
|
|
|
2,256,291
|
|
|
|
Steven J. Goulart
|
|
|
0
|
|
|
|
0
|
|
|
|
46,087
|
|
|
|
1,964,721
|
|
|
|
John C. R. Hele
|
|
|
130,478
|
|
|
|
1,503,404
|
|
|
|
56,392
|
|
|
|
2,409,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
99
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Name
|
|
Plan Name
|
|
|
|
|
Number of Years
Credited Service
(#)
|
|
|
|
Present Value of
Accumulated
Benefit
($)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Steven A. Kandarian
|
|
Retirement Plan
|
|
|
13.75
|
|
|
|
262,254
|
|
|
||||||
|
|
Auxiliary Retirement Plan
|
|
|
13.75
|
|
|
|
4,898,883
|
|
|
|||||||
|
John D. McCallion
|
|
Retirement Plan
|
|
|
12.50
|
|
|
|
267,556
|
|
|
||||||
|
|
Auxiliary Retirement Plan
|
|
|
12.50
|
|
|
|
364,498
|
|
|
|||||||
|
Michel A. Khalaf
|
|
Overseas Plan
|
|
|
29.75
|
|
|
|
2,103,188
|
|
|
||||||
|
|
Globally Mobile Plan
|
|
|
29.75
|
|
|
|
898,964
|
|
|
|||||||
|
Martin J. Lippert
|
|
Retirement Plan
|
|
|
7.33
|
|
|
|
146,743
|
|
|
||||||
|
|
Auxiliary Retirement Plan
|
|
|
7.33
|
|
|
|
1,590,177
|
|
|
|||||||
|
Stephen J. Goulart
|
|
Retirement Plan
|
|
|
12.50
|
|
|
|
275,715
|
|
|
||||||
|
|
Auxiliary Retirement Plan
|
|
|
12.50
|
|
|
|
1,539,151
|
|
|
|||||||
|
John C. R. Hele
|
|
Retirement Plan
|
|
|
6.08
|
|
|
|
121,783
|
|
|
||||||
|
|
Auxiliary Retirement Plan
|
|
|
6.08
|
|
|
|
1,246,908
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
100
|
|
2019 Proxy Statement
|
101
|
|
|
|
|
|
|
|
|
||
|
Minimum Age
|
|
|
Minimum Number
of Years of Service |
|
|
Reduction
Factor
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
30
|
|
|
3
|
|
|
|
60
|
|
|
25
|
|
|
4
|
|
|
|
55
|
|
|
10
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
102
|
|
|
|
|
|
||||||||||||||
|
Name (1)
|
|
|
Plan Name
|
|
|
Registrant
Contributions
in Last FY
($) (2)
|
|
|
Aggregate
Earnings
in Last FY
($)
(3)
|
|
|
Aggregate
Balance at
Last FYE
($) (4)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Steven A. Kandarian
|
|
|
Leadership Plan
|
|
|
0
|
|
|
|
(1,263,442)
|
|
|
|
6,774,079
|
|
|
|
|
|
|
Auxiliary Match Plan
|
|
|
171,000
|
|
|
|
58,236
|
|
|
|
1,971,614
|
|
|
||
|
John D. McCallion
|
|
|
Auxiliary Match Plan
|
|
|
32,707
|
|
|
|
(15,809
|
)
|
|
|
172,360
|
|
|
|
|
Martin J. Lippert
|
|
|
Auxiliary Match Plan
|
|
|
109,000
|
|
|
|
(3,033)
|
|
|
|
105,968
|
|
|
|
|
Steven J. Goulart
|
|
|
Leadership Plan
|
|
|
0
|
|
|
|
(12,354
|
)
|
|
|
125,952
|
|
|
|
|
|
|
Auxiliary Match Plan
|
|
|
80,050
|
|
|
|
(67,174
|
)
|
|
|
726,124
|
|
|
||
|
John C. R. Hele
|
|
|
Auxiliary Match Plan
|
|
|
55,087
|
|
|
|
(8,647)
|
|
|
|
394,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Khalaf was not eligible to participate in a nonqualified deferred compensation plan in 2018.
|
2
|
Amounts in this column are reported as components of Employer 401(k) Program for 2018 in the “All Other Compensation” column of the
Summary Compensation Table
.
|
3
|
None of the amounts in this column are reported for 2018 in the
Summary Compensation Table
. See the text pertaining to the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of that table.
|
4
|
A portion of the amounts reported in this column is attributable to Auxiliary Match Plan contributions. These contributions are reflected in the “All Other Compensation” column of the Summary Compensation Tables in the Company’s previous Proxy Statements (beginning in 2007) for Named Executive Officers who appeared in those Proxy Statements: $1,650,117 for Mr. Kandarian, $287,717 for Mr. Goulart, and $320,736 for Mr. Hele.
|
|
2019 Proxy Statement
|
103
|
|
|
|
|
|
|
||
|
Simulated Investment
|
|
|
2018 Returns
(%)
|
|
||
|
|
|
|
|
|
||
|
Auxiliary Fixed Income Fund
|
|
|
3.12
|
|
|
|
|
Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio - Class A
|
|
|
(3.80
|
)
|
|
|
|
Oakmark Fund
®
- Investor Class
|
|
|
(12.73
|
)
|
|
|
|
Small Cap Equity Fund
|
|
|
(10.93
|
)
|
|
|
|
Oakmark International Fund - Investor Class
|
|
|
(23.43
|
)
|
|
|
|
S&P 500
®
Index
|
|
|
(4.38
|
)
|
|
|
|
Russell 2000
®
Index
|
|
|
(11.01
|
)
|
|
|
|
MSCI EAFE
®
Index
|
|
|
(13.79
|
)
|
|
|
|
Bloomberg Barclays U.S. Aggregate Bond Index
|
|
|
0.01
|
|
|
|
|
Bank of America (BofA) Merrill Lynch U.S. High Yield Index
|
|
|
(2.25
|
)
|
|
|
|
MSCI Emerging Markets Index SM
|
|
|
(14.58
|
)
|
|
|
|
MetLife Deferred Shares Fund
|
|
|
(15.81
|
)
|
|
|
|
MetLife Common Stock Fund
|
|
|
(15.81
|
)
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
104
|
|
|
|
|
|
|
|
Employee Contribution
(as a percentage of
eligible compensation)
(%)
|
|
|
Employer
Matching Contribution (as a percentage of
eligible compensation)
(%)
|
|
|
|
|
|
|
|
|
3
|
|
|
3.0
|
|
|
4
|
|
|
3.5
|
|
|
5 or more
|
|
|
4.0
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
105
|
|
|
|
|
|
|
||||
|
Simulated Investment
|
|
|
2018 Returns
(%)
|
|
||||
|
|
|
|
|
|
|
|||
|
|
Auxiliary Fixed Income Fund
|
|
|
3.12
|
|
|
||
|
Bond Index Fund
|
|
|
(0.14
|
)
|
|
|||
|
Balanced Index Fund
|
|
|
(2.03
|
)
|
|
|||
|
Large Cap Equity Index Fund
|
|
|
(4.46
|
)
|
|
|||
|
Large Cap Value Index Fund
|
|
|
(8.32
|
)
|
|
|||
|
Large Cap Growth Index Fund
|
|
|
(1.58
|
)
|
|
|||
|
Mid Cap Equity Index Fund
|
|
|
(11.16
|
)
|
|
|||
|
Small Cap Equity Fund
|
|
|
(10.93
|
)
|
|
|||
|
International Equity Fund
|
|
|
(17.12
|
)
|
|
|||
|
MetLife Company Stock Fund
|
|
|
(15.87
|
)
|
|
|||
|
|
|
|
|
|
|
2019 Proxy Statement
|
106
|
•
|
the Active Named Executive Officer
was terminated from employment on last business day of 2018 (the
Trigger Date
); and
|
•
|
MetLife had a change-in-control on the Trigger Date.
|
•
|
Trigger Date Closing Price,
the closing price of a Share on the Trigger Date, $41.06;
|
•
|
Trigger Date Outstanding Share Awards
, which consist of
:
|
◦
|
Trigger Date Outstanding Performance Awards
, the executive's 2017-2019 and 2018-2020 Performance Shares and Performance Units, each of which was outstanding as of the Trigger Date, at 100% of Performance Shares granted (
Target Performance
); and
|
◦
|
Trigger Date Outstanding Restricted Awards
, the executive's Restricted Stock Units or Restricted Units outstanding as of the Trigger Date.
|
|
2019 Proxy Statement
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Voluntary
Resig-
nation
($)
|
Death
|
Severance-Eligible Termination
(No Change-in-Control) |
Change-in-Control
(Assuming No
Alternative Award) |
Change-in-Control
Severance Eligible Termination |
|
|||||||||||||||
|
Name
|
Accelerated
Stock Options
($) (1)
|
Issuance of Shares (or
Payment of Cash Equivalent) for Share Awards
($) (2)
|
Severance
Pay
($) (3)
|
Out-
placement
($) (4)
|
Pro-Rata
Delivery
of Shares
(or Payment
of Cash
Equivalent) for Share Awards
($) (5)
|
Accelerated
Stock Options
($) (1)
|
Issuance
of Shares (or Payment of Cash Equivalent) for Share Awards
($) (2)
|
Severance
Pay
($) (6)
|
Benefits
Con-tinuation
($) (7)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Steven A. Kandarian
|
0
|
|
514,583
|
|
15,619,635
|
|
1,222,116
|
|
4,959
|
|
0
|
|
514,583
|
|
15,619,635
|
|
10,766,667
|
|
99,758
|
|
|
|
John D. McCallion
|
0
|
|
0
|
|
743,350
|
|
538,462
|
|
4,959
|
|
244,400
|
|
0
|
|
743,350
|
|
2,133,669
|
|
71,507
|
|
|
|
Michel A. Khalaf
|
0
|
|
88,224
|
|
3,916,015
|
|
0
|
|
0
|
|
1,416,700
|
|
88,224
|
|
3,916,015
|
|
4,500,000
|
|
69,638
|
|
|
|
Martin J. Lippert
|
0
|
|
137,218
|
|
4,716,891
|
|
605,770
|
|
4,959
|
|
0
|
|
137,218
|
|
4,716,891
|
|
6,133,333
|
|
82,998
|
|
|
|
Steven J. Goulart
|
0
|
|
122,526
|
|
4,011,192
|
|
600,000
|
|
4,959
|
|
0
|
|
122,526
|
|
4,011,192
|
|
4,493,333
|
|
75,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Trigger Date unexercisable Options at Trigger Date Closing Price less exercise price.
|
2
|
Trigger Date outstanding Share Awards at Trigger Date Closing Price.
|
3
|
Twenty-eight weeks of Trigger Date annual salary rate plus one week Trigger Date annual salary for every year of service, up to overall maximum of 52 weeks base salary.
|
4
|
Company's cost for outplacement services.
|
5
|
For Active Named Executive Officers whose age and service did not meet the Rule of 65 as of the Trigger Date, Trigger Date Outstanding Performance Awards, prorated for the performance period through the Trigger Date, at Trigger Date Closing Price.
|
6
|
Two times the sum of Trigger Date annual salary rate and the average annual incentive awards for the three fiscal years prior to the change-in-control, subject to a "modified cap" for any U.S. Internal Revenue Code excise taxes. The Company would not have made the executive whole for any such taxes.
|
7
|
Three-year actuarial present value of continued benefits, using assumptions in MetLife's GAAP financial statements.
|
|
2019 Proxy Statement
|
108
|
|
2019 Proxy Statement
|
109
|
|
2019 Proxy Statement
|
110
|
•
|
base pay no lower than the level paid before the change-in-control;
|
•
|
annual bonus opportunities at least as high as other Company executives;
|
•
|
participation in all long-term incentive compensation programs for key executives at a level at least as high as for other executives of the Company of comparable rank;
|
•
|
aggregate annual bonus and long-term compensation awards at least equal to the aggregate value of such awards for any of the three years prior to the change-in-control;
|
•
|
a pro rata annual bonus for any fiscal year that extends beyond the end of the three-year period at least equal to the same pro rata portion of any of the three annual bonuses granted prior to the change-in-control;
|
•
|
participation in all Company pension, deferred compensation, savings, and other benefit plans at the same level as or better than those made available to other similarly-situated officers;
|
•
|
vacation, indemnification, fringe benefits, and reimbursement of expenses on the same basis as other similarly-situated officers; and
|
•
|
a work location at the same office as the executive had immediately prior to the change-in-control, or within 50 miles of that location.
|
|
2019 Proxy Statement
|
111
|
•
|
As the Company’s CFO through April 2018, Mr. Hele contributed to the Company’s achievements in exceeding the 2018 Business Plan, ensuring execution of savings commitments, remediating material weaknesses, and disposing the Company’s remaining ownership of Brighthouse Financial.
|
•
|
Through the end of his employment on September 30, 2018, Mr. Hele served as Special Actuarial Advisor, assisting management with knowledge transfer and ongoing projects such as embedded value measures, regulatory inquiries, and audits.
|
•
|
Mr. Hele honored all of his commitments and responded effectively to all management requests in a satisfactory manner.
|
|
2019 Proxy Statement
|
112
|
|
2019 Proxy Statement
|
113
|
•
|
securities held in each individual’s name;
|
•
|
securities held by a broker for the benefit of the individual;
|
•
|
securities which the individual could acquire within the following 60 days (as described in notes (3) and (4) below);
|
•
|
securities held indirectly in the 401(k) Plan; and
|
•
|
other securities for which the individual may directly or indirectly have or share voting power or investment power (including the power to direct the disposition of the securities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Amount and
Nature of
Beneficial Ownership
(1)(2)(3)(4)
|
|
|
Percent
of Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
1,751,672
|
|
|
|
*
|
|
|
Steven J. Goulart
|
|
|
348,483
|
|
|
|
*
|
|
|
Cheryl W. Grisé
|
|
|
18,032
|
|
|
|
*
|
|
|
Carlos M. Gutierrez
|
|
|
25,225
|
|
|
|
*
|
|
|
Gerald L. Hassell
|
|
|
14,476
|
|
|
|
*
|
|
|
John C. R. Hele
|
|
|
77,854
|
|
|
|
*
|
|
|
David L. Herzog
|
|
|
5,858
|
|
|
|
*
|
|
|
R. Glenn Hubbard
|
|
|
54,361
|
|
|
|
*
|
|
|
Alfred F. Kelly, Jr.
|
|
|
23,742
|
|
|
|
*
|
|
|
Edward J. Kelly, III
|
|
|
2,964
|
|
|
|
*
|
|
|
William E. Kennard
|
|
|
19,629
|
|
|
|
*
|
|
|
Michel A. Khalaf
|
|
|
175,197
|
|
|
|
*
|
|
|
James M. Kilts (5)
|
|
|
30,802
|
|
|
|
*
|
|
|
Catherine R. Kinney
|
|
|
44,630
|
|
|
|
*
|
|
|
Martin J. Lippert
|
|
|
350,417
|
|
|
|
*
|
|
|
John McCallion
|
|
|
49,005
|
|
|
|
*
|
|
|
Diana McKenzie
|
|
|
2,187
|
|
|
|
*
|
|
|
Denise M. Morrison
|
|
|
15,384
|
|
|
|
*
|
|
|
Board of Directors of MetLife, but not in each Director’s individual capacity (6)
|
|
|
147,240,587
|
|
|
|
15.4%
|
|
|
All Directors and Executive Officers, as a group (7)
|
|
|
2,981,780
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
*
|
Number of Shares represents less than one percent of the number of Shares outstanding as of April 22, 2019.
|
1
|
Each Director and Named Executive Officer has sole voting and investment power over the Shares shown in this column opposite his or her name, except as indicated in notes (2), (3) and (4) below.
|
2
|
Includes, in the case of William E. Kennard 10 Shares held by the MetLife Policyholder Trust allocated to him in his individual capacity as a beneficiary of the MetLife Policyholder Trust. Directors and Executive Officers as of April 22, 2019, as a group, were allocated 10 Shares as beneficiaries of the MetLife Policyholder Trust in their individual capacities. The beneficiaries have sole investment power and shared voting power with respect to such Shares. Note (6) below describes additional beneficial ownership attributed to the Board of Directors as an entity, but not to any Director in an individual capacity, of Shares held by the MetLife Policyholder Trust.
|
|
2019 Proxy Statement
|
114
|
3
|
Includes Shares that are subject to Stock Options which were granted under the MetLife, Inc. 2005 Stock and Incentive Plan and the 2015 Stock and Incentive Plan, are exercisable on April 22, 2019 or become so within 60 days thereafter, and have an exercise price lower than the closing price on April 22, 2019. The number of such Stock Options held by each Named Executive Officer is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Stock Options Exercisable Within 60 Days |
|
Name
|
|
Number of
Stock Options Exercisable Within 60 Days |
|
Name
|
|
Number of
Stock Options Exercisable Within 60 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
1,288,795
|
|
Michael A. Khalaf
|
|
152,617
|
|
Steven J. Goulart
|
|
240,494
|
|
|
John D. McCallion
|
|
26,080
|
|
Martin J. Lippert
|
|
242,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Executive Officers as of April 22, 2019, as a group, held 1,984,271 Stock Options exercisable within 60 days following April 22, 2019. None of the Directors, except for Mr. Kandarian, held any Stock Options as of April 22, 2019.
|
4
|
Includes Shares deferred under the Company’s nonqualified deferred compensation program (
Deferred Shares
) that the Director or Named Executive Officer could acquire within 60 days following April 22, 2019, such as by ending employment or service as a Director, or by taking early distribution of the Shares (in some cases with a 10% reduction as provided under the applicable deferred compensation plan). The number of such Deferred Shares held by individual Directors and Named Executive Officers is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Deferred Shares That Can Be Acquired Within 60 Days |
|
Name
|
|
Number of
Deferred Shares That Can Be Acquired Within 60 Days |
|
Name
|
|
Number of
Deferred Shares That Can Be Acquired Within 60 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl W. Grisé
|
|
13,324
|
|
Alfred F. Kelly, Jr.
|
|
5,710
|
|
James M. Kilts
|
|
9,616
|
|
|
Gerald L. Hassell
|
|
4,447
|
|
Edward J. Kelly, III
|
|
2,964
|
|
Catherine R. Kinney
|
|
30,778
|
|
|
David L. Herzog
|
|
678
|
|
William E. Kennard
|
|
19,619
|
|
Diana L. McKenzie
|
|
2,187
|
|
|
R. Glenn Hubbard
|
|
46,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
Includes 236 Shares held by a limited partnership in which Mr. Kilts and members of his family hold indirect interests.
|
6
|
This information is reported as of February 14, 2019. The Board of Directors of MetLife, as an entity, but not any Director in his or her individual capacity, is deemed to beneficially own the Shares held by the MetLife Policyholder Trust because the Board will direct the voting of those Shares on certain matters submitted to a vote of shareholders. This number of Shares deemed owned by the Board of Directors is reflected in Amendment No. 76 to Schedule 13D referred to under the heading “
Security Ownership of Certain Beneficial Owners
."
|
7
|
Does not include Shares held by the MetLife Policyholder Trust that are beneficially owned by the Board of Directors, as an entity, as described in note (6). Includes the Shares in the MetLife Policyholder Trust allocated to the Directors and Executive Officers in their individual capacities, as described in note (2). Includes 1,984,271 Shares that are subject to Stock Options that are exercisable, and 148,359 Deferred Shares that could be acquired, within 60 days following April 22, 2019, by all Directors and Executive Officers of the Company, as a group, as described in notes (3) and (4), respectively.
|
|
2019 Proxy Statement
|
115
|
|
|
|
|
|
|
|
||
|
Name
|
|
Deferred
Shares
Not Bene-
ficially
Owned
|
|
Deferred Share Equi-
valents
|
|
||
|
|
|
|
|
|
|
||
|
Steven A. Kandarian
|
|
166,530
|
|
|
—
|
|
|
|
Cheryl W. Grisé
|
|
39,501
|
|
|
—
|
|
|
|
Gerald L. Hassell
|
|
—
|
|
|
1,778
|
|
|
|
David L. Herzog
|
|
2,712
|
|
|
—
|
|
|
|
R. Glenn Hubbard
|
|
—
|
|
|
22,276
|
|
|
|
Alfred F. Kelly, Jr.
|
|
18,833
|
|
|
—
|
|
|
|
Edward J. Kelly, III
|
|
11,855
|
|
|
—
|
|
|
|
James M. Kilts
|
|
43,333
|
|
|
11,602
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
116
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner
|
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
|
Percent of
Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficiaries of the MetLife Policyholder Trust (1)
c/o Wilmington Trust Company, as Trustee
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
|
|
|
147,240,587
|
|
|
|
15.4%
|
|
|
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
|
|
|
72,555,303
|
|
|
|
7.4%
|
|
|
The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
67,457,918
|
|
|
|
6.83%
|
|
|
|
|
|
|
|
|
|
|
1
|
The Board of Directors of the Company has reported to the SEC that, as of February 14, 2019, it, as an entity, had shared voting power over 147,240,587 Shares held in the MetLife Policyholder Trust. The Board’s report is in Amendment No. 76, filed on February 22, 2019, to the Board’s Schedule 13D. MetLife created the trust when MLIC, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April 2000. At that time, eligible MLIC policyholders received beneficial ownership of Shares, and MetLife transferred these Shares to a trust, which is the record owner of the Shares. Wilmington Trust Company serves as trustee. The trust beneficiaries have sole investment power over the Shares, and can direct the trustee to vote their Shares on matters identified in the trust agreement that governs the trust. However, the trust agreement directs the trustee to vote the Shares held in the trust on some shareholder matters as recommended or directed by MetLife’s Board of Directors and, on that account, the Board, under SEC rules, shares voting power with the trust beneficiaries and the SEC has considered the Board, as an entity, a beneficial owner under the rules.
|
2
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 6, 2019 by BlackRock, Inc., which reported beneficial ownership as of December 31, 2018 of 72,555,303 Shares, constituting 7.4% of the Shares, with sole voting power with respect to 63,328,787 of the Shares, sole dispositive power with respect to 72,555,303 of the Shares, and shared voting and dispositive power with respect to 0 of the Shares.
|
3
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 11, 2019 by The Vanguard Group, which reported beneficial ownership as of December 31, 2018 of 67,457,918 Shares, constituting 6.83% of the Shares, with sole voting power with respect to 1,075,479 of the Shares, sole dispositive power with respect to 66,196,593 of the Shares, shared voting power with respect to 197,849 of the Shares, and shared dispositive power with respect to 1,261,325 of the Shares.
|
|
2019 Proxy Statement
|
117
|
|
2019 Proxy Statement
|
118
|
•
|
attending the Annual Meeting and voting in person;
|
•
|
voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 17, 2019; or
|
•
|
mailing your proxy card so that it is received by MetLife, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting.
|
•
|
subsequently voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 17, 2019;
|
•
|
signing another proxy card with a later date and returning it so that it is received by MetLife, at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting;
|
•
|
sending your notice of revocation so that it is received by MetLife, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to the Annual Meeting or sending your notice of revocation to MetLife via the Internet at www.proxyvote.com no later than 11:59 p.m., Eastern Time, June 17, 2019; or
|
•
|
attending the Annual Meeting and voting in person.
|
|
2019 Proxy Statement
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal
|
|
|
Vote Required
|
|
|
Effect of
Abstentions
|
|
|
Effect of Broker
Non-Votes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of 12 Directors to one-year terms
|
|
|
Majority of Shares voted
(1)
|
|
|
No effect
|
|
|
No effect
|
|
|
2.
|
|
Ratification of the appointment of Deloitte &
Touche LLP as MetLife’s independent auditor
for 2019
|
|
|
Majority of Shares voted
|
|
|
No effect
|
|
|
Not applicable
|
|
|
3.
|
|
Advisory vote to approve compensation paid to
the Company’s Named Executive Officers
|
|
|
Majority of Shares voted
|
|
|
No effect
|
|
|
No effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
See “Vote required to elect Directors” above.
|
|
2019 Proxy Statement
|
120
|
|
2019 Proxy Statement
|
121
|
|
2019 Proxy Statement
|
122
|
|
|
|
|
|
|
|
|
|
||||||
|
Comparator Group Company
|
|
Revenues
($) (1) (3)
|
|
Total Assets
($) (1) (4)
|
|
Market Capitalization
($) (2) (4)
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
Aflac Incorporated
|
|
21,758
|
|
|
140,406
|
|
|
34,411
|
|
|
|||
|
The Allstate Corporation
|
|
39,815
|
|
|
112,249
|
|
|
27,433
|
|
|
|||
|
American Express Company (6)
|
|
40,338
|
|
|
188,602
|
|
|
80,736
|
|
|
|||
|
American International Group, Inc.
|
|
47,389
|
|
|
491,984
|
|
|
34,153
|
|
|
|||
|
AXA S.A.(5)(7)
|
|
117,811
|
|
|
1,065,832
|
|
|
52,369
|
|
|
|||
|
Bank of America Corporation (6)
|
|
91,247
|
|
|
2,354,507
|
|
|
238,251
|
|
|
|||
|
Citigroup Inc. (6)
|
|
72,854
|
|
|
1,917,383
|
|
|
123,302
|
|
|
|||
|
The Hartford Financial Services Group, Inc.
|
|
18,955
|
|
|
62,307
|
|
|
15,964
|
|
|
|||
|
HSBC Holdings plc (5) (6)
|
|
53,780
|
|
|
2,558,124
|
|
|
165,201
|
|
|
|||
|
JPMorgan Chase & Co. (6)
|
|
109,029
|
|
|
2,622,532
|
|
|
319,780
|
|
|
|||
|
Manulife Financial Corporation (5) (8)
|
|
28,574
|
|
|
550,099
|
|
|
28,023
|
|
|
|||
|
Morgan Stanley (6)
|
|
40,107
|
|
|
853,531
|
|
|
67,398
|
|
|
|||
|
Prudential Financial, Inc.
|
|
62,992
|
|
|
815,078
|
|
|
33,494
|
|
|
|||
|
Sun Life Financial Inc. (5) (8)
|
|
19,794
|
|
|
199,304
|
|
|
19,896
|
|
|
|||
|
The Travelers Companies, Inc.
|
|
30,282
|
|
|
104,233
|
|
|
31,566
|
|
|
|||
|
U.S. Bancorp (6)
|
|
22,637
|
|
|
467,374
|
|
|
73,501
|
|
|
|||
|
Wells Fargo & Company (6)
|
|
86,408
|
|
|
1,895,883
|
|
|
211,104
|
|
|
|||
|
MetLife (9)
|
|
67,941
|
|
|
687,538
|
|
|
39,361
|
|
|
|||
|
|
|
|
|
|
|
|
|
1
|
Source: 2018 Annual Reports on Forms 10-K, 20-F, or 40-F as applicable, except source for AXA S.A.: registration document 2018-Annual Financial Report. Amounts in millions for 2018.
|
2
|
Source: Bloomberg.
|
3
|
Amounts in millions for fiscal year ended December 31, 2018.
|
4
|
Amounts in millions as of December 31, 2018.
|
5
|
Amounts reported for “Revenues" and “Total Assets” under International Financial Reporting Standards. Amount reported for “Revenues” combines financial statement lines for Revenues and Net Investment Result for comparability to GAAP Revenues. All other companies’ information reported under GAAP.
|
6
|
For these companies with banking operations, revenues are shown net of the interest expense associated with deposits, short-term borrowings, trading account liabilities, long-term debt, etc. This is consistent with the presentation in each company’s financial statements.
|
7
|
Amounts converted from Euros at €1 = U.S.$1.1452, the exchange rate as of December 31, 2018.
|
8
|
Amounts converted from Canadian dollars at CAD1 = U.S.$0.7332, the exchange rate as of December 31, 2018.
|
9
|
MetLife excludes Brighthouse Financial, which separated from MetLife in 2017.
|
|
2019 Proxy Statement
|
A-1
|
•
|
Adjusted Earnings is adjusted to eliminate the impact (if any) of variable investment income on an after-tax basis that was higher or lower than the Business Plan goal by 10% or more (
Adjusted Earnings for AVIP
).
|
•
|
For each one percent deviation in Adjusted Earnings for AVIP within three percent above or below Business Plan, the AVIP Performance Funding Level moves one percent up or down. For each one percent deviation outside of that three percent corridor, the Performance Funding Level moves 2.5% up or down, to a threshold funding level of 50% or maximum funding level of 150%.
|
•
|
If Adjusted Earnings for AVIP were less than 50% of the Business Plan Goal, the performance metrics call for AVIP Performance Funding Level at zero – generating no funds for AVIP awards.
|
1
|
The Compensation Committee modified 2018 Adjusted Earnings for certain items. See “Annual Incentive Awards” in "
How Did We Compensate Our CEO and Other Named Executive Officers?
"
|
|
2019 Proxy Statement
|
A-2
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
ROE Performance
as a Percentage of
Business Plan Goal
(%)
|
|
|
Performance
Factor
(%)
|
|
|
|
|
|
|
|
|
|
|
Below Threshold
|
|
0-79
|
|
|
0
|
|
|
Threshold
|
|
80
|
|
|
25
|
|
|
Target
|
|
100
|
|
|
100
|
|
|
Maximum
|
|
120
|
|
|
175
|
|
|
Above Maximum
|
|
121+
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
TSR Performance
as a Percentile
of Peers
|
|
Performance Factor
(%)
|
|
|
|
|
|
|
|
|
|
||
|
Below Threshold
|
|
0-24th %tile
|
|
0
|
|
||
|
Threshold
|
|
25th %tile
|
|
25
|
|
||
|
Target
|
|
50th %tile
|
|
100
|
|
||
|
Maximum
|
|
87.5th %tile
|
|
175
|
|
||
|
Above Maximum
|
|
87.6th-99th %tile
|
|
175
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
• Aegon N.V.*
|
• Legal & General Group PLC
|
|
|
• Aflac Incorporated
|
• Lincoln National Corporation
|
|
|
• AIA Group Limited*
|
• Manulife Financial Corporation
|
|
|
• Allianz SE
|
• Ping An Insurance (Group) Company of China, Ltd.*
|
|
|
• The Allstate Corporation
|
• Principal Financial Group, Inc.
|
|
|
• American International Group, Inc.
|
• Prudential Financial, Inc.
|
|
|
• Assicurazioni Generali S.p.A.*
|
• Prudential plc
|
|
|
• Aviva PLC*
|
• Sun Life Financial Inc.**
|
|
|
• AXA S.A.
|
• Torchmark Corporation**
|
|
|
• Chubb Limited**
|
• The Travelers Companies, Inc.
|
|
|
• The Dai-ichi Life Insurance Company, Limited
|
• Unum Group
|
|
|
• The Hartford Financial Services Group Inc.
|
• Zurich Financial Services AG
|
|
|
|
|
|
|
|
*
|
Excluded beginning with the 2019-2021 Performance Period.
|
**
|
Included beginning with the 2019-2021 Performance Period.
|
|
2019 Proxy Statement
|
A-3
|
Any references in this Proxy Statement (except in this section and the tables that accompany this section) to:
|
|
should be read as, respectively:
|
||
|
|
|
|
|
(i)
|
net income (loss);
|
|
(i)
|
net income (loss) available to MetLife, Inc.’s common shareholders;
|
|
|
|
|
|
(ii)
|
net income (loss) per share;
|
|
(ii)
|
net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share;
|
|
|
|
|
|
(iii)
|
adjusted earnings;
|
|
(iii)
|
adjusted earnings available to common shareholders;
|
|
|
|
|
|
(iv)
|
adjusted earnings per share;
|
|
(iv)
|
adjusted earnings available to common shareholders per diluted common share;
|
|
|
|
|
|
(v)
|
book value per share;
|
|
(v)
|
book value per common share;
|
|
|
|
|
|
(vi)
|
book value per share, excluding AOCI other than FCTA;
|
|
(vi)
|
book value per common share, excluding AOCI other than FCTA;
|
|
|
|
|
|
(vii)
|
premiums, fees and other revenues;
|
|
(vii)
|
premiums, fees and other revenues (adjusted);
|
|
|
|
|
|
(viii)
|
return on equity;
|
|
(viii)
|
return on MetLife, Inc.’s common stockholders’ equity;
|
|
|
|
|
|
(ix)
|
return on equity, excluding AOCI other than FCTA; and
|
|
(ix)
|
return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI, other than FCTA; and
|
|
|
|
|
|
(x)
|
adjusted return on equity, excluding AOCI other than FCTA.
|
|
(x)
|
adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA.
|
|
|
|
|
|
|
2019 Proxy Statement
|
B-1
|
|
2019 Proxy Statement
|
B-2
|
•
|
adjusted earnings available to common shareholders;
|
•
|
adjusted earnings available to common shareholders on a constant currency basis;
|
•
|
adjusted earnings available to common shareholders, excluding total notable items;
|
•
|
adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis;
|
•
|
adjusted earnings available to common shareholders per diluted common share; and
|
•
|
adjusted earnings available to common shareholders, excluding total notable items per diluted common share.
|
|
2019 Proxy Statement
|
B-3
|
•
|
Universal life and investment-type product policy fees excludes the amortization of unearned revenue related to NIGL and NDGL and certain variable annuity guaranteed minimum income benefits (
GMIB
) fees (
GMIB fees
);
|
•
|
Net investment income: (i) includes earned income on derivatives and amortization of premium on derivatives that are hedges of investments or that are used to replicate certain investments but do not qualify for hedge accounting treatment, (ii) excludes post-tax adjusted earnings adjustments relating to insurance joint ventures accounted for under the equity method, (iii) excludes certain amounts related to contractholder-directed equity securities, (iv) excludes certain amounts related to securitization entities that are variable interest entities (
VIEs
) consolidated under GAAP; and (v) includes distributions of profits from certain other limited partnership interests that were previously accounted for under the cost method, but are now accounted for at estimated fair value, where the change in estimated fair value is recognized in NIGL under GAAP; and
|
•
|
Other revenues is adjusted for settlements of foreign currency earnings hedges and excludes fees received in association with services provided under transition service agreements (
TSA fees
).
|
•
|
Policyholder benefits and claims and policyholder dividends excludes: (i) changes in the policyholder dividend obligation related to NIGL and NDGL, (ii) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments and amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass-through adjustments, (iii) benefits and hedging costs related to GMIBs (
GMIB costs
), and (iv) market value adjustments associated with surrenders or terminations of contracts (
Market value adjustments
);
|
•
|
Interest credited to policyholder account balances includes adjustments for earned income on derivatives and amortization of premium on derivatives that are hedges of policyholder account balances but do not qualify for hedge accounting treatment and excludes certain amounts related to net investment income earned on contractholder-directed equity securities;
|
•
|
Amortization of DAC and value of business acquired (
VOBA
) excludes amounts related to: (i) NIGL and NDGL, (ii) GMIB fees and GMIB costs and (iii) Market value adjustments;
|
•
|
Amortization of negative VOBA excludes amounts related to Market value adjustments;
|
|
2019 Proxy Statement
|
B-4
|
•
|
Interest expense on debt excludes certain amounts related to securitization entities that are VIEs consolidated under GAAP; and
|
•
|
Other expenses excludes costs related to: (i) noncontrolling interests, (ii) implementation of new insurance regulatory requirements, and (iii) acquisition, integration and other costs. Other expenses includes TSA fees.
|
•
|
MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: MetLife, Inc.’s common stockholders’ equity, excluding the net unrealized investment gains (losses) and defined benefit plans adjustment components of AOCI, net of income tax.
|
•
|
MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA): MetLife, Inc.’s common stockholders’ equity, excluding the net unrealized investment gains (losses), defined benefit plans adjustment components of AOCI and total notable items, net of income tax.
|
•
|
Return on MetLife, Inc.’s common stockholders’ equity: net income (loss) available to MetLife, Inc.’s common shareholders divided by MetLife, Inc.’s average common stockholders’ equity.
|
•
|
Return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: net income (loss) available to MetLife, Inc.’s common shareholders divided by MetLife, Inc.‘s average common stockholders’ equity, excluding AOCI other than FCTA.
|
•
|
Adjusted return on MetLife, Inc.’s common stockholders’ equity: adjusted earnings available to common shareholders divided by MetLife, Inc.‘s average common stockholders’ equity.
|
•
|
Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding AOCI other than FCTA.
|
•
|
Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA): adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA).
|
•
|
Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding net equity of assets and liabilities of disposed subsidiary (excludes AOCI other than FCTA): adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding net equity of assets and liabilities of disposed subsidiary (excludes AOCI other than FCTA).
|
•
|
Adjusted return on MetLife, Inc.’s common stockholders' equity, excluding net equity of assets and liabilities of disposed subsidiary, total notable items, MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end and costs associated with separation-related items (excludes AOCI other than FCTA): adjusted earnings available to common shareholders divided by MetLife, Inc.’s average common stockholders’ equity, excluding net equity of assets and liabilities of disposed subsidiary, total notable items, MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end and costs associated with separation-related items (excludes AOCI other than FCTA).
|
|
2019 Proxy Statement
|
B-5
|
•
|
Expense ratio: other expenses, net of capitalization of DAC, divided by premiums, fees and other revenues.
|
•
|
Group Benefits: calculated using 10% of single premium deposits and 100% of annualized full-year premiums and fees from recurring premium policy sales of all products.
|
•
|
Retirement and Income Solutions: calculated using 10% of single premium deposits and 100% of annualized full-year premiums and fees only from recurring premium policy sales of specialized benefit resources and corporate-owned life insurance.
|
•
|
Property & Casualty: calculated based on first year direct written premium, net of cancellation and endorsement activity.
|
•
|
All comparisons on a constant currency basis reflect the impact of changes in foreign currency exchange rates and are calculated using the average foreign currency exchange rates for the current period and are applied to each of the comparable periods.
|
•
|
Volume growth, as discussed in the context of business growth, is the period over period percentage change in adjusted earnings available to common shareholders attributable to adjusted premiums, fees and other revenues and assets under management levels, applying a model in which certain margins and factors are held constant. The most significant of such items are underwriting margins, investment margins, changes in equity market performance, expense margins and the impact of changes in foreign currency exchange rates.
|
•
|
Asymmetrical and non-economic accounting refers to: (i) the portion of net derivative gains (losses) on embedded derivatives attributable to the inclusion of MetLife’s credit spreads in the liability valuations, (ii) hedging activity that generates net derivative gains (losses) and creates fluctuations in net income because hedge accounting cannot be achieved and the item being hedged does not a have an offsetting gain or loss recognized in earnings, (iii) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments and amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass-through adjustments, and (iv) impact of changes in foreign currency exchange rates on the re-measurement of foreign denominated unhedged funding agreements and financing transactions to the U.S. dollar and the re-
|
|
2019 Proxy Statement
|
B-6
|
•
|
MetLife uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses or use in non-mandatory capital actions. MetLife defines free cash flow as the sum of cash available at MetLife’s holding companies from dividends from operating subsidiaries, expenses and other net flows of the holding companies (including capital contributions to subsidiaries), and net contributions from debt to be at or below target leverage ratios. This measure of free cash flow is prior to capital actions, such as common stock dividends and repurchases, debt reduction and mergers and acquisitions. Free cash flow should not be viewed as a substitute for net cash provided by (used in) operating activities calculated in accordance with GAAP. The free cash flow ratio is typically expressed as a percentage of annual adjusted earnings available to common shareholders.
|
•
|
Notable items represent a positive (negative) impact to adjusted earnings available to common shareholders. Notable items reflect the unexpected impact of events that affect MetLife’s results, but that were unknown and that MetLife could not anticipate when it devised its Business Plan. Notable items also include certain items regardless of the extent anticipated in the Business Plan, to help investors have a better understanding of MetLife's results and to evaluate and forecast those results.
|
•
|
Total Assets Under Management
(Total AUM)
is a financial measure based on methodologies other than GAAP. Total AUM are comprised of GA AUM, plus Indexed SA AUM plus TP AUM (each as defined below). MetLife believes the use of Total AUM enhances the understanding of the depth and breadth of its investment management services on behalf of its general account investment portfolio, separate account index investment portfolios and unaffiliated/third party clients.
|
|
2019 Proxy Statement
|
B-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
2017
|
|
|
2018
|
|
||||||||||||||
|
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||||
|
|
|
|
|
|
Earnings Per
Weighted
Average
Common
Shares
Diluted(1)
|
|
|
|
Earnings Per
Weighted
Average
Common
Shares
Diluted(1)
|
Earnings Per
Weighted
Average
Common
Shares
Diluted(1)
|
|
||||||||||
|
Total Company—Reconciliation of Net Income (Loss) Available to MetLife, Inc.’s Common Shareholders to Adjusted Earnings Available to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss) available to MetLife, Inc.’s common shareholders
|
|
|
$
|
3,907
|
|
|
$
|
3.62
|
|
|
|
|
$
|
4,982
|
|
|
$
|
4.91
|
|
|
|
|
Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Less: Net investment gains (losses)
|
|
|
(308
|
)
|
|
(0.29
|
)
|
|
|
|
(298
|
)
|
|
(0.29
|
)
|
|
|
||||
|
Less: Net derivative gains (losses)
|
|
|
(590
|
)
|
|
(0.55
|
)
|
|
|
|
851
|
|
|
0.84
|
|
|
|
||||
|
Less: Other adjustments to continuing operations
|
|
|
(1,622
|
)
|
|
(1.51
|
)
|
|
|
|
(941
|
)
|
|
(0.95
|
)
|
|
|
||||
|
Less: Provision for income tax (expense) benefit
|
|
|
3,188
|
|
|
2.96
|
|
|
|
|
(86
|
)
|
|
(0.08
|
)
|
|
|
||||
|
Less: Income (loss) from discontinued operations, net of income tax
|
|
|
(986
|
)
|
|
(0.91
|
)
|
|
|
|
—
|
|
|
—
|
|
|
|
||||
|
Add: Net income (loss) attributable to noncontrolling interests
|
|
|
10
|
|
|
0.01
|
|
|
|
|
5
|
|
|
—
|
|
|
|
||||
|
Adjusted earnings available to common shareholders
|
|
|
$
|
4,235
|
|
|
$
|
3.93
|
|
|
|
|
$
|
5,461
|
|
|
$
|
5.39
|
|
|
|
|
Less: Total notable items
|
|
|
(622
|
)
|
|
(0.58
|
)
|
|
|
|
(103
|
)
|
|
(0.10
|
)
|
|
|
||||
|
Adjusted earnings available to common shareholders, excluding total notable items
|
|
|
$
|
4,857
|
|
|
$
|
4.50
|
|
|
|
|
$
|
5,564
|
|
|
$
|
5.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average common shares outstanding—diluted
|
|
|
|
|
1,078.5
|
|
|
|
|
|
|
1,013.9
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total Company—Premiums, Fees and Other Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Premiums, fees and other revenues
|
|
|
$
|
45,843
|
|
|
|
|
|
|
$
|
51,222
|
|
|
|
|
|
||||
|
Less: Unearned revenue adjustments
|
|
|
12
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
||||||
|
Less: GMIB fees
|
|
|
125
|
|
|
|
|
|
|
120
|
|
|
|
|
|
||||||
|
Less: Settlement of foreign currency earnings hedges
|
|
|
22
|
|
|
|
|
|
|
19
|
|
|
|
|
|
||||||
|
Less: TSA fees
|
|
|
—
|
|
|
|
|
|
|
305
|
|
|
|
|
|
||||||
|
Less: Divested businesses
|
|
|
(516
|
)
|
|
|
|
|
|
7
|
|
|
|
|
|
||||||
|
Adjusted premiums, fees and other revenues
|
|
|
$
|
46,200
|
|
|
|
|
|
|
$
|
50,778
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
B-8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
2015
|
|
|
2017
|
|
|
2018
|
|
||||||
|
|
|
|
(In millions, except ratio data)
|
|
||||||||||||
|
Reconciliation of Capitalization of DAC to Capitalization of DAC, as reported on an adjusted basis
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Capitalization of DAC
|
|
|
$
|
(3,319
|
)
|
|
|
$
|
(3,002
|
)
|
|
|
$
|
(3,254
|
)
|
|
|
Less: Divested businesses
|
|
|
120
|
|
|
|
34
|
|
|
|
(1
|
)
|
|
|||
|
Capitalization of DAC, as reported on an adjusted basis
|
|
|
$
|
(3,439
|
)
|
|
|
$
|
(3,036
|
)
|
|
|
$
|
(3,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Reconciliation of Other Expenses to Other Expenses, as reported on an adjusted basis
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other expenses
|
|
|
$
|
14,105
|
|
|
|
$
|
12,953
|
|
|
|
$
|
12,927
|
|
|
|
Less: Noncontrolling interest
|
|
|
(13
|
)
|
|
|
(12
|
)
|
|
|
(10
|
)
|
|
|||
|
Less: Regulatory implementation costs
|
|
|
2
|
|
|
|
—
|
|
|
|
11
|
|
|
|||
|
Less: Acquisitions, integration and other costs
|
|
|
28
|
|
|
|
65
|
|
|
|
24
|
|
|
|||
|
Less: TSA fees
|
|
|
—
|
|
|
|
—
|
|
|
|
305
|
|
|
|||
|
Less: Divested businesses
|
|
|
265
|
|
|
|
491
|
|
|
|
68
|
|
|
|||
|
Other expenses, as reported on an adjusted basis
|
|
|
$
|
13,823
|
|
|
|
$
|
12,409
|
|
|
|
$
|
12,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other Detail and Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other expenses
|
|
|
$
|
14,105
|
|
|
|
$
|
12,953
|
|
|
|
$
|
12,927
|
|
|
|
Capitalization of DAC
|
|
|
(3,319
|
)
|
|
|
(3,002
|
)
|
|
|
(3,254
|
)
|
|
|||
|
Other expenses, net of capitalization of DAC
|
|
|
$
|
10,786
|
|
|
|
$
|
9,951
|
|
|
|
$
|
9,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Premiums, fees and other revenues
|
|
|
$
|
43,900
|
|
|
|
$
|
45,843
|
|
|
|
$
|
51,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Expense ratio
|
|
|
24.6
|
%
|
|
|
21.7
|
%
|
|
|
18.9
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Direct expenses
|
|
|
$
|
6,444
|
|
|
|
$
|
6,006
|
|
|
|
$
|
5,874
|
|
|
|
Less: Total notable items related to direct expenses
|
|
|
362
|
|
|
|
296
|
|
|
|
214
|
|
|
|||
|
Direct expenses, excluding total notable items related to direct expenses
|
|
|
$
|
6,082
|
|
|
|
$
|
5,710
|
|
|
|
$
|
5,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other expenses, as reported on an adjusted basis
|
|
|
$
|
13,823
|
|
|
|
$
|
12,409
|
|
|
|
$
|
12,529
|
|
|
|
Capitalization of DAC, as reported on an adjusted basis
|
|
|
(3,439
|
)
|
|
|
(3,036
|
)
|
|
|
(3,253
|
)
|
|
|||
|
Other expenses, net of capitalization of DAC, as reported on an adjusted basis
|
|
|
$
|
10,384
|
|
|
|
$
|
9,373
|
|
|
|
$
|
9,276
|
|
|
|
Less: Total notable items related to other expenses, as reported on an adjusted basis
|
|
|
362
|
|
|
|
377
|
|
|
|
214
|
|
|
|||
|
Other expenses, net of capitalization of DAC excluding total notable items related to other expenses, as reported on an adjusted basis
|
|
|
$
|
10,022
|
|
|
|
$
|
8,996
|
|
|
|
$
|
9,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Adjusted premiums, fees and other revenues
|
|
|
$
|
44,329
|
|
|
|
$
|
46,200
|
|
|
|
$
|
50,778
|
|
|
|
Less: Pension risk transfer (PRT)
|
|
|
1,740
|
|
|
|
3,305
|
|
|
|
6,894
|
|
|
|||
|
Adjusted premiums, fees and other revenues, excluding PRT
|
|
|
$
|
42,589
|
|
|
|
$
|
42,895
|
|
|
|
$
|
43,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Direct expense ratio
|
|
|
14.5
|
%
|
|
|
13.0
|
%
|
|
|
11.6
|
%
|
|
|||
|
Direct expense ratio, excluding total notable items related to direct expenses and PRT
|
|
|
14.3
|
%
|
|
|
13.3
|
%
|
|
|
12.9
|
%
|
|
|||
|
Adjusted expense ratio
|
|
|
23.4
|
%
|
|
|
20.3
|
%
|
|
|
18.3
|
%
|
|
|||
|
Adjusted expense ratio, excluding total notable items related to direct expenses
|
|
|
22.6
|
%
|
|
|
19.5
|
%
|
|
|
17.8
|
%
|
|
|||
|
Adjusted expense ratio, excluding total notable items related to direct expenses and PRT
|
|
|
23.5
|
%
|
|
|
21.0
|
%
|
|
|
20.6
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
B-9
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
2017
|
|
|
2018
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Return on Equity
|
|
|
|
|
|
|
|
||||
|
Return on MetLife, Inc.’s:
|
|
|
|
|
|
|
|
||||
|
Common stockholders’ equity
|
|
|
6.3
|
%
|
|
|
9.6
|
%
|
|
||
|
Common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
7.7
|
%
|
|
|
11.5
|
%
|
|
||
|
Adjusted return on MetLife, Inc.’s:
|
|
|
|
|
|
|
|
||||
|
Common stockholders’ equity
|
|
|
6.8
|
%
|
|
|
10.6
|
%
|
|
||
|
Common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
8.4
|
%
|
|
|
12.6
|
%
|
|
||
|
Common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA
|
|
|
9.6
|
%
|
|
|
12.8
|
%
|
|
||
|
Common stockholders’ equity, excluding net equity of assets and liabilities of disposed
subsidiary (excludes AOCI other than FCTA)
|
|
|
10.3
|
%
|
|
|
12.6
|
%
|
|
||
|
Common stockholders’ equity, excluding net equity of assets and liabilities of disposed subsidiary, total notable items, MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end and costs associated with separation-related items (excludes AOCI other than FCTA)
|
|
|
12.5
|
%
|
|
|
12.8
|
%
|
|
||
|
Book Value(2)
|
|
|
|
|
|
|
|
||||
|
Book value per common share
|
|
|
$
|
54.24
|
|
|
|
$
|
51.53
|
|
|
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
13.09
|
|
|
|
9.03
|
|
|
||
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
(1.77
|
)
|
|
|
(2.12
|
)
|
|
||
|
Book value per common share, excluding AOCI other than FCTA
|
|
|
$
|
42.92
|
|
|
|
$
|
44.62
|
|
|
|
Common shares outstanding, end of period (In millions)
|
|
|
1,043.6
|
|
|
|
958.6
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
2017
|
|
|
2018
|
|
||||
|
|
|
|
(In millions)
|
|
|||||||
|
MetLife, Inc.’s Common Stockholders’ Equity
|
|
|
|
|
|
|
|
||||
|
Total MetLife, Inc.’s stockholders’ equity
|
|
|
$
|
58,676
|
|
|
|
$
|
52,741
|
|
|
|
Less: Preferred stock
|
|
|
2,066
|
|
|
|
3,340
|
|
|
||
|
MetLife, Inc.’s common stockholders’ equity
|
|
|
56,610
|
|
|
|
49,401
|
|
|
||
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
13,662
|
|
|
|
8,655
|
|
|
||
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
(1,845
|
)
|
|
|
(2,028
|
)
|
|
||
|
Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
$
|
44,793
|
|
|
|
$
|
42,774
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average common stockholders’ equity
|
|
|
$
|
62,154
|
|
|
|
$
|
51,668
|
|
|
|
Average common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
$
|
50,491
|
|
|
|
$
|
43,427
|
|
|
|
Average common stockholders’ equity, excluding total notable items (excluding AOCI other than FCTA)
|
|
|
$
|
50,651
|
|
|
|
$
|
43,487
|
|
|
|
Average common stockholder equity, excluding net equity of assets and liabilities of disposed subsidiary (excludes AOCI other than FCTA)
|
|
|
$
|
40,955
|
|
|
|
$
|
43,427
|
|
|
|
Average common stockholders’ equity, excluding net equity of assets and liabilities of disposed subsidiary, total notable items, MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end and costs associated with separation-related items (excludes AOCI other than FCTA)
|
|
|
$
|
38,919
|
|
|
|
$
|
43,487
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Adjusted earnings available to common shareholders is calculated on a standalone basis and may not equal the sum of (i) adjusted earnings available to common shareholders, excluding total notable items and (ii) total notable items.
|
2
|
Book value excludes $3,340 million and $2,066 million of equity related to preferred stock at December 31, 2018 and 2017, respectively.
|
|
2019 Proxy Statement
|
B-10
|
|
|
|
|
|
|
||
|
|
|
|
2015
|
|
||
|
|
|
|
(In millions)
|
|
||
|
Total Company—Premiums, Fees and Other Revenues
|
|
|
|
|
||
|
Premiums, fees and other revenues
|
|
|
$
|
50,035
|
|
|
|
Less: Unearned revenue adjustments
|
|
|
5
|
|
|
|
|
Less: GMIB fees
|
|
|
382
|
|
|
|
|
Less: Settlement of foreign currency earnings hedges
|
|
|
(37
|
)
|
|
|
|
Less: TSA fees
|
|
|
—
|
|
|
|
|
Less: Divested businesses
|
|
|
4
|
|
|
|
|
Adjusted premiums, fees and other revenues
|
|
|
$
|
49,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
2016
|
|
||
|
|
|
|
(In millions)
|
|
||
|
Total Company - Reconciliation of Net Income (Loss) Available to MetLife, Inc.’s Common Shareholders to Adjusted Earnings Available to Common Shareholders
|
|
|
|
|
||
|
Net income (loss) available to MetLife, Inc.’s common shareholders
|
|
|
$
|
747
|
|
|
|
Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders:
|
|
|
|
|
||
|
Less: Net investment gains (losses)
|
|
|
317
|
|
|
|
|
Less: Net derivative gains (losses)
|
|
|
(690
|
)
|
|
|
|
Less: Other adjustments to continuing operations
|
|
|
(481
|
)
|
|
|
|
Less: Provision for income tax (expense) benefit
|
|
|
306
|
|
|
|
|
Less: Income (loss) from discontinued operations, net of income tax
|
|
|
(2,734
|
)
|
|
|
|
Add: Net income (loss) attributable to noncontrolling interests
|
|
|
4
|
|
|
|
|
Adjusted earnings available to common shareholders
|
|
|
$
|
4,033
|
|
|
|
|
|
|
|
|
|
2019 Proxy Statement
|
B-11
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
||||||
|
|
|
|
(In billions, except ratios)
|
|
||||||||||||
|
Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc. to Free Cash Flow of All Holding Companies
|
|
|
|
|
|
|
|
|
|
|
||||||
|
MetLife, Inc. (parent company only) net cash provided by operating activities
|
|
|
$
|
3.7
|
|
|
|
$
|
6.5
|
|
|
|
$
|
5.5
|
|
|
|
Adjustments from net cash provided by operating activities to free cash flow:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Add: Incremental debt to be at or below target leverage ratios
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
Add: Adjustments from net cash provided by operating activities to free cash flow
(1)
|
|
|
(2.3
|
)
|
|
|
(0.3
|
)
|
|
|
(1.1
|
)
|
|
|||
|
MetLife, Inc. (parent company only) free cash flow
|
|
|
1.4
|
|
|
|
6.2
|
|
|
|
4.4
|
|
|
|||
|
Other MetLife, Inc. holding companies free cash flow
(2)
|
|
|
1.0
|
|
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
|
|||
|
Free cash flow of all holding companies (3)
|
|
|
$
|
2.4
|
|
|
|
$
|
5.7
|
|
|
|
$
|
3.4
|
|
|
|
Ratio of net cash provided by operating activities to consolidated net income (loss)
available to MetLife, Inc.’s common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
MetLife, Inc. (parent company only) net cash provided by operating activities
|
|
|
$
|
3.7
|
|
|
|
$
|
6.5
|
|
|
|
$
|
5.5
|
|
|
|
Consolidated net income (loss) available to MetLife, Inc.’s common shareholders
(3)
|
|
|
$
|
0.7
|
|
|
|
$
|
3.9
|
|
|
|
$
|
5.0
|
|
|
|
Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders
(3),(4)
|
|
|
502
|
%
|
|
|
165
|
%
|
|
|
110
|
%
|
|
|||
|
Ratio of free cash flow to adjusted earnings available to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Free cash flow of all holding companies
(5)
|
|
|
$
|
2.4
|
|
|
|
$
|
5.7
|
|
|
|
$
|
3.4
|
|
|
|
Consolidated adjusted earnings available to common shareholders
(5)
|
|
|
$
|
4.0
|
|
|
|
$
|
4.2
|
|
|
|
$
|
5.5
|
|
|
|
Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders
(5)
|
|
|
60
|
%
|
|
|
134
|
%
|
|
|
62
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Adjustments include: (i) capital contributions to subsidiaries; (ii) returns of capital from subsidiaries; (iii) repayments on and (issuances of) loans to subsidiaries, net; and (iv) investment portfolio and derivatives changes and other, net.
|
2
|
Components include: (i) dividends and returns of capital from subsidiaries; (ii) capital contributions from MetLife, Inc.; (iii) capital contributions to subsidiaries; (iv) repayments on and (issuances of) loans to subsidiaries, net; (v) other expenses; (vi) dividends and returns of capital to MetLife, Inc. and (vii) investment portfolio changes and other, net.
|
3
|
Consolidated net income (loss) available to MetLife, Inc.’s common shareholders for 2018 includes costs related to the separation of Brighthouse Financial, Inc.
(Brighthouse)
and its subsidiaries
(Separation)
of $0.08 billion, net of income tax. Excluding this amount from the denominator of the ratio, this ratio, as adjusted, would be 109%. Consolidated net income (loss) available to MetLife, Inc.’s common shareholders for 2017 includes Separation-related costs of $0.3 billion, net of income tax. Excluding this amount from the denominator of the ratio, this ratio, as adjusted, would be 153%. Consolidated net income (loss) available to MetLife, Inc.’s common shareholders for 2016 includes Separation-related costs of $0.07 billion, net of income tax. Excluding this amount from the denominator of the ratio, this ratio, as adjusted, would be 457%.
|
4
|
Including the free cash flow of other MetLife, Inc. holding companies of ($1.0) billion, ($0.5) billion and $1.0 billion for the years ended December 31, 2018, 2017 and 2016, respectively, in the numerator of the ratio, this ratio, as adjusted, would be 90%, 153% and 636%, respectively. Including the free cash flow of other MetLife, Inc. holding companies in the numerator of the ratio and excluding the Separation-related costs from the denominator of the ratio, this ratio, as adjusted, would be 88%, 141% and 579% for the years ended December 31, 2018, 2017 and 2016, respectively.
|
5
|
i) In 2018, $0.3 billion of Separation-related items (comprised of certain Separation-related inflows primarily related to reinsurance benefit from Brighthouse) were included in free cash flow, which increased MetLife, Inc. holding companies’ liquid assets, as well as MetLife, Inc.'s free cash flow ratio. Excluding these Separation-related items, adjusted free cash flow would be $3.1 billion for the year ended December 31, 2018. Consolidated adjusted earnings available to common shareholders for 2018 was negatively impacted by notable items, primarily related to expense initiative costs of $0.3 billion, net of income tax, partially offset by tax adjustments of $0.2 billion, net of income tax. Excluding the Separation-related items, which increased free cash flow, from the numerator of the ratio and excluding
|
|
2019 Proxy Statement
|
B-12
|
|
iii) In 2016, we incurred $2.3 billion of Separation-related items (comprised of certain Separation-related outflows, net of inflows related to dividends from Brighthouse subsidiaries) which reduced MetLife, Inc. holding companies’ liquid assets, as well as MetLife, Inc.'s free cash flow. Excluding these Separation-related items, adjusted free cash flow would be $4.7 billion for the year ended December 31, 2016. Consolidated adjusted earnings available to common shareholders for 2016 was negatively impacted by notable items, primarily related to the actuarial assumption review and other insurance adjustments, of $0.7 billion, net of income tax, and Separation-related costs of $0.02 billion, net of income tax. Excluding the Separation-related items, which reduced free cash flow, from the numerator of the ratio and excluding such notable items and Separation-related costs negatively impacting consolidated adjusted earnings available to common shareholders from the denominator of the ratio, the adjusted free cash flow ratio for 2016 would be 98%.
|
|
2019 Proxy Statement
|
B-13
|
|
|
|