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Filed by the Registrant þ
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under § 240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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þ
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No fee required
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transactions applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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 16, 2020
Time:
2:30 p.m., Eastern Time
Record Date:
April 23, 2020
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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 2020;
3. An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and
4. Such other matters as may properly come before the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 16, 2020:
The accompanying Proxy Statement, the MetLife, Inc. 2019 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The directions to the location of the 2020 annual meeting of shareholders are available at https://investor.metlife.com under “Quick Links.”
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($ in millions, except per share data and as otherwise indicated)
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2015
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2016
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2017
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2018
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2019
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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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$
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5,721
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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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0.67
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$
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3.62
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$
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4.91
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$
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6.06
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Return on MetLife, Inc.’s common stockholder equity
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1.0
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%
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6.3
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%
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9.6
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%
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9.8
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%
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Book value per common share
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$
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51.53
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$
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68.62
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Expense ratio
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24.6
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%
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22.9
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%
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21.7
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%
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18.9
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%
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19.9
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%
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Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders
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165
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%
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110
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%
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73
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%
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2012
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2013
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Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (1)
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218
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%
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57
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%
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2019
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($ in millions)
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U.S.
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Asia
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Latin America
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EMEA
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MetLife Holdings
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Corporate & Other
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Adjusted earnings available to common shareholders
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$
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2,838
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$
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1,405
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$
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609
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$
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282
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$
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1,034
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$
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(401
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)
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iii
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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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•
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Core Adjusted Return on Equity (or Core Adjusted ROE);
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•
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Core Direct Expense Ratio;
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•
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Core Free Cash Flow; and
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•
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Core Free Cash Flow Ratio.
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•
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Business Plan goals for the purposes of the MetLife Annual Variable Incentive Plan (AVIP) for 2019 were based on Adjusted Earnings, but not modified for Notable Items or other Core modifications; and
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•
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2017-2019 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings excluding historical Brighthouse Financial results, MetLife’s equity investment in Brighthouse Financial from the Separation through year-end 2017, and Separation-related items, but not modified for Notable Items.
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iv
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Record date
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April 23, 2020
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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 15, 2020.
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1-800-690-6903 until 11:59 p.m.,
Eastern Time, June 15, 2020.
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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 the Company’s independent auditor for 2020
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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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1
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2
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3
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4
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5
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ü
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considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2019.
|
ü
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approving funding for MetLife Annual Variable Incentive Plan (AVIP) at 105.8% of target, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
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ü
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approving the settlement of 2017-2019 Performance Shares at 91.4% of target, reflecting an improvement over the prior period (2016-2018) payout largely due to improved Adjusted Return on Equity relative to Business Plan while Total Shareholder Return (TSR) relative to competitors remained the same (near median).
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ü
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maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
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ü
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incorporating sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.
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6
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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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7
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8
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•
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MetLife’s annual corporate responsibility report;
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•
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MetLife’s index of disclosures aligned to the Global Reporting Initiative requirements, a widely-adopted and established framework for corporate sustainability reporting; and
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•
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MetLife Foundation, the primary mission of which is to build financial health for underserved people and communities.
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•
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First U.S.-based insurer to sign on to the United Nations Women’s Empowerment Principles.
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•
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Signed on to the CEO Action for Diversity & Inclusion and the Catalyst CEO Champions for Change, two major initiatives to advance women in leadership and accelerate diversity, inclusion, and gender equality in the workplace.
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•
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Recognized by the McKinsey & Company Women in the Workplace 2019 report for MetLife’s Developing Women’s Career Experience, a 14-month program for high-potential female employees that helped many participants expand their roles and responsibilities, and resulted in increased representation of female managers at MetLife.
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•
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Established MetLife’s first comprehensive statement on climate change and committed to support solutions for this critical issue.
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•
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Achieved Carbon Neutrality across MetLife’s global offices, Auto & Home vehicle fleet, and business travel for fourth consecutive year.
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•
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MetLife Investment Management (MIM), the Company’s third-party asset management business, signed the Principles for Responsible Investment and formed a cross-functional environmental, social, governance Integration Council.
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•
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Increased MIM assets under management in green investments, infrastructure, municipal bonds, and impact and affordable housing investments to over $58 billion as of year-end 2019.
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•
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MetLife employees spent more than 106,000 hours volunteering for community initiatives.
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•
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Recognized by Women’s Forum of New York as “Corporate Champion” for high representation of women on our Board.
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•
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Received leadership grade (A-) on climate change in the annual CDP Investor Report for the fourth consecutive year, placing MetLife in the top 6% of companies.
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•
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Earned Energy Star Partner of the Year Award from the U.S. Environmental Protection Agency for the Company’s commitment to energy efficiency.
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•
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Listed among Fortune magazine’s “World’s Most Admired Companies.”
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•
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Ranked #19 (among 300 companies), and highest-rated insurer, on Newsweek’s inaugural “Most Responsible Companies” list, which considers performance indicators related to environmental, social, and governance (ESG) topics.
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•
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Listed on the Bloomberg Gender Equality Index for the fifth consecutive year, which evaluates companies on their employee policies, representation of women within leadership, product offerings for women, and community engagement.
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•
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Listed as one of America’s Top Corporations for Women’s Business Enterprises by the Women’s Business Enterprise National Council for demonstrating a sustained commitment to the inclusion of women-owned businesses in the Company’s supply chains.
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9
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•
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Included on the FTSE4Good Index and named to the Dow Jones Sustainability Index (North America) for the fourth consecutive year.
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10
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|
Governance Best Practices
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Robust Shareholder Rights
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Independent Chairman of the Board
Independent Board Committees
Frequent Board executive sessions
Comprehensive annual Board and
Committee assessment process
Publicly disclosed political contributions
Committee Chair rotation
Robust shareholder engagement program
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Annual election of all Directors
Shareholder right to call special meeting
Shareholder proxy access
Majority vote standard for Director elections
No “poison pill”
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Sound Policies
Share ownership requirements for executives and Directors
Policy prohibiting hedging or pledging Company securities
Performance-based compensation recoupment (“clawback”) 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.
|
•
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Other committees also have significant risk management oversight responsibilities:
|
ü
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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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|
11
|
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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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||
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12
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|
||
For a more detailed description of the above skills and experiences, see Board Composition and Refreshment.
|
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13
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14
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15
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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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16
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Executive Leadership. Public company CEO or
senior executive experience managing a complex organization. |
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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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The Governance Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds, and cognitive diversity, though the Company does not have a formal Board diversity policy. The Governance Committee is particularly focused on ensuring that the candidates for key Board positions, such as Chairman of the Board and Committee Chairs, have the appropriate skills and experiences. The current composition of our Board reflects those efforts and the importance of diversity to the Board.
In August 2019, the Company welcomed Mark A. Weinberger to its Board. As described in Director Nominees, Mr. Weinberger is the former Global Chairman and Chief Executive Officer of EY, and he brings financial expertise and extensive experience in executive leadership and government service to the Board. In the last five years, the Company has refreshed approximately half of its Board.
|
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Six new directors
since 2015
|
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17
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Cheryl W. Grisé
age 67, Former Executive Vice President, Northeast Utilities
|
|
|
Director since 2004
Ms. Grisé’s experience as the Chief Executive Officer of a major enterprise subject to complex regulations has provided her with a substantive understanding of the challenges of managing a highly regulated company such as MetLife. With her executive background and her experience as General Counsel and Corporate Secretary, Ms. Grisé brings a unique perspective on the Board’s responsibility for overseeing the management of a regulated enterprise and the effective functioning of the Company’s corporate governance structures.
|
|
||
Primary
Qualifications
|
Executive Leadership
Regulated Industry / Government
|
Corporate Governance / Public Company Board
Corporate Affairs
|
|
•
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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)
|
–
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Chief Executive Officer of principal operating subsidiaries (September 2002 – January 2007)
|
–
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President, Utility Group, Northeast Utilities Service Company (May 2001 – January 2007)
|
–
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President, Utility Group (May 2001 – December 2005)
|
–
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Senior Vice President, Secretary and General Counsel (1998 – 2001)
|
•
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Trustee Emeritus, University of Connecticut Foundation
|
•
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Senior Fellow, American Leadership Forum
|
•
|
Other public company directorships: PulteGroup, Inc.; ICF International
|
•
|
Prior public company directorships (past five years): Pall Corporation
|
•
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B.A., University of North Carolina at Chapel Hill
|
•
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J.D., Thomas Jefferson School of Law
|
•
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Executive Management Program, Yale University School of Organization and Management
|
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18
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|
•
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The Albright Stonebridge Group, a consulting firm (April 2013 – Present)
|
–
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Co-Chair (February 2014 – Present)
|
–
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Vice Chair (April 2013 – February 2014)
|
•
|
Vice Chairman, Institutional Client Group, Citigroup Inc., a financial services corporation (January 2011 – February 2013)
|
•
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Chairman and Founding Consultant of Global Political Strategies, a division of APCO Worldwide, Inc., a consulting firm (2010 – 2011)
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•
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Secretary of Commerce of the United States (February 2005 – January 2009)
|
•
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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)
|
•
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Chairman, National Foreign Trade Council
|
•
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Member, U.S. Chamber of Commerce’s U.S.-India Business Council
|
•
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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
|
|
19
|
|
•
|
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 Directors, Lincoln Center for the Performing Arts
|
–
|
Board of Trustees, Duke University
|
–
|
Board of Directors, Big Brothers and Big Sisters of New York City
|
–
|
Board of Directors, Duke University Health System
|
•
|
Other public company directorships: Comcast Corporation
|
•
|
Prior public company directorships (past five years): BNY Mellon
|
•
|
B.A., Duke University
|
•
|
M.B.A., New York University Stern School of Business
|
|
20
|
|
•
|
American International Group (AIG), an insurance company (2000 – 2016)
|
–
|
Chief Financial Officer and Executive Vice President (October 2008 – April 2016)
|
–
|
Senior Vice President and Comptroller (June 2005 – October 2008)
|
–
|
Chief Financial Officer for worldwide life insurance operations (April 2004 – June 2005)
|
–
|
Vice President, Life Insurance (2003 – 2004)
|
–
|
Various senior officer positions, including Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG
|
•
|
Various executive positions, GenAmerica Corporation, an insurance company (1991 – 2000), including:
|
–
|
Chief Financial Officer (1999 – 2000)
|
–
|
President, GenAm Shared Services (1998 – 1999)
|
•
|
Controller, Family Guardian Life Insurance Company, later known as Citicorp Life Insurance Company, an insurance company (1987 – 1991)
|
•
|
Coopers & Lybrand, an accounting firm and a predecessor firm of PricewaterhouseCoopers LLP (1982 – 1987)
|
•
|
Member, Board of Directors, PCCW Limited (Hong Kong)
|
•
|
Member of numerous professional and civic organizations, including:
|
–
|
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
|
|
21
|
|
•
|
Columbia University
|
–
|
Dean, Graduate School of Business (2004 – 2019)
|
–
|
Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present)
|
–
|
Professor of Economics, Faculty of Arts and Sciences (1997 – Present)
|
•
|
Co-Chair, Committee on Capital Markets Regulation, an independent nonprofit research organization (2006 – Present)
|
•
|
Chairman, President’s Council of Economic Advisers, an agency within the Executive Office of the President of the United States (2001 – 2003)
|
•
|
Chairman of the Economic Policy Committee, Organization for Economic Cooperation and Development, an international economic and trade organization (2001 – 2003)
|
•
|
Deputy Assistant Secretary for Tax Policy, United States Department of the Treasury (1991 – 1993)
|
•
|
Member of numerous professional and civic organizations, including:
|
–
|
Economic Advisory Panel, Federal Reserve Bank of New York
|
–
|
Council on Foreign Relations
|
–
|
Advisory Board of the National Center on Addiction and Substance Abuse
|
•
|
Other public company or registered investment company directorships: Automatic Data Processing, Inc.; BlackRock Fixed Income Funds (a fund complex comprised of 109 mutual funds)
|
•
|
Prior public company directorships (past five years): KKR Financial Holdings LLC
|
•
|
B.A. and B.S., University of Central Florida
|
•
|
Ph.D. and A.M., Harvard University
|
|
22
|
|
•
|
Citigroup Inc., a financial services corporation
|
–
|
Chairman, Institutional Clients Group (January 2011 – July 2014)
|
–
|
Chairman, Global Banking (April 2010 – January 2011)
|
–
|
Vice Chairman (July 2009 – March 2010)
|
–
|
Chief Financial Officer (March 2009 – July 2009)
|
–
|
Head of Global Banking (September 2008 – March 2009)
|
–
|
President and Chief Executive Officer, Citi Alternative Investments (March 2008 – August 2008)
|
–
|
President, Citi Alternative Investments (February 2008 – March 2008)
|
•
|
Managing Director, The Carlyle Group, an asset management firm (July 2007 – January 2008)
|
•
|
Executive and leadership positions at various organizations, including:
|
–
|
The PNC Financial Services Group, Inc., a financial services corporation (March 2007 – June 2007)
|
–
|
Mercantile Bankshares Corporation, a financial services corporation (March 2001 – March 2007)
|
–
|
J.P. Morgan Chase & Co. (and its predecessor company J.P. Morgan & Co. Incorporated), a financial services corporation (November 1994 – January 2001)
|
•
|
Partner, Davis Polk & Wardwell LLP, a law firm (January 1988 – October 1994)
|
•
|
Lecturer, University of Virginia School of Law
|
•
|
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
|
|
23
|
|
•
|
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
|
|
24
|
|
•
|
MetLife, Inc.
|
–
|
President and Chief Executive Officer (May 2019 - Present)
|
–
|
President, U.S. Business and EMEA (July 2017 – April 2019)
|
–
|
President, EMEA (November 2011 – June 2017)
|
–
|
Member of MetLife’s Executive Group (since November 2011)
|
–
|
Executive Vice President, Middle East, Africa and South Asia (MEASA) Region (November 2010 – November 2011)
|
•
|
Alico / AIG
|
–
|
Regional President, MEASA Region, Alico (2008 – 2010)
|
–
|
Deputy President & Chief Operating Officer, AIG-Philamlife, Philippines (2006 – 2008)
|
–
|
Regional Senior Vice President, AIG-Amplico Life, Poland (2001 – 2006)
|
–
|
General Manager, Alico Egypt (1996 – 2001)
|
–
|
Chief Operating Officer, Alico Unionvita, Italy (1994 – 1996)
|
–
|
Deputy General Manager, Alico Bahamas (1992 – 1994)
|
–
|
Regional Investment Manager, Alico Paris (1990 – 1992)
|
–
|
Mr. Khalaf began his career as an investment officer at Alico headquarters in Wilmington, Delaware
|
•
|
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
|
|
25
|
|
•
|
NYSE Euronext, a provider of financial services including securities exchange and clearing operations
|
–
|
Served in Paris, France, with responsibility for overseeing the global listing program, marketing, and branding (July 2007 – March 2009)
|
–
|
President and Co-Chief Operating Officer, NYSE (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008)
|
–
|
Ms. Kinney joined the NYSE in 1974 and held management positions in several divisions, with responsibility for all client relationships (1996 – 2007), trading floor operations and technology (1987 – 1996), and regulation (2002 – 2004)
|
•
|
Member of Economic Club of New York
|
•
|
Member of Finance and Investment Committees of Archdiocese of New York
|
•
|
Member of Board and the Investment and Regional Grant Committees of Mother Cabrini Health Foundation
|
•
|
Former Chair, Board of Trustees, Catholic Charities of the Archdiocese of New York
|
•
|
Former Trustee, Georgetown University
|
•
|
Other public company directorships: MSCI Inc.; QTS Realty Trust, Inc.; SolarWinds Corporation
|
•
|
Prior public company directorships (past five years): NetSuite, Inc.
|
•
|
B.A., magna cum laude, Iona College
|
•
|
Advanced Management Program, Harvard Graduate School of Business
|
•
|
Honorary Degrees: Georgetown University; Fordham University; Rosemont College
|
|
26
|
|
–
|
Chief Information Officer (February 2016 – July 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)
|
–
|
Athena Alliance
|
–
|
Greylock Partners CIO Advisory Council
|
–
|
Accel Partners Technology Advisory Council
|
–
|
T200, Advancing Women in Technology
|
•
|
Co-Founder, Silicon Valley Women’s CIO Council
|
•
|
Former Co-Chair, Board of Directors, Long Term Services of Ventura County, Inc.
|
•
|
Other public company directorships: Change Healthcare
|
•
|
B.S., Purdue University
|
•
|
Information Technology Management Program, University of California, Los Angeles
|
|
27
|
|
•
|
Senior Advisor, PSP Capital, a private equity firm (2019 – Present)
|
•
|
Campbell Soup Company, a food and beverage company (2003 – 2018)
|
–
|
President and Chief Executive Officer (August 2011 – May 2018)
|
–
|
Executive Vice President and Chief Operating Officer (October 2010 – July 2011)
|
–
|
President, North America Soup, Sauces and Beverages (October 2007 – September 2010)
|
–
|
President, Campbell USA (June 2005 – September 2007)
|
–
|
President, Global Sales and Chief Customer Officer (April 2003 – May 2005)
|
•
|
Kraft Foods, Inc., a food and beverage company (1995 – 2003)
|
–
|
Various leadership roles, including: Executive Vice President and General Manager, Kraft Snacks (2001 –2003); Executive Vice President and General Manager, Kraft Confections (2001); Senior Vice President and General Manager, Nabisco Down the Street (2000); Senior Vice President, Nabisco Sales and Integrated Logistics (1998 – 2000)
|
•
|
Various senior marketing and sales positions, Nestlé USA, Inc., a food and beverage company (1984 – 1995)
|
•
|
Various trade and business development positions, PepsiCo, Inc., a food and beverage company (1982 – 1984)
|
•
|
Various sales management positions, The Procter & Gamble Company, a consumer products company (1975 – 1982)
|
•
|
Trustee, Boston College
|
•
|
Member, Advisory Council, Just Capital
|
•
|
Former Co-Chair, Boards of Directors, Consumer Goods Forum
|
•
|
Former Member, Board of Directors, Catalyst
|
•
|
Former member, Business Roundtable
|
•
|
Other public company directorships: Visa, Inc.; Quest Diagnostics Inc.
|
•
|
Prior public company directorships (past five years): The Goodyear Tire & Rubber Company; Campbell Soup Company
|
•
|
B.S., Boston College
|
•
|
Honorary Doctorate, Saint Peter’s University
|
|
28
|
|
•
|
EY, a leading global professional services organization
|
–
|
Global Chairman and CEO-elect (January 2012 – June 2013)
|
–
|
Global Vice Chairman, Tax (July 2008 – March 2012)
|
–
|
Various other leadership positions (1987 – 2008)
|
•
|
Assistant Secretary of the U.S. Department of the Treasury (Tax Policy) (2001 – 2002)
|
•
|
Co-Founder and Principal, Washington Counsel, P.C., a law and legislative advisory firm (1996 – 2000)
|
•
|
Partner, Oldaker, Ryan & Leonard, a law firm (1995 – 1996)
|
•
|
Chief of Staff, U.S. President Bill Clinton’s Bipartisan Commission on Entitlement and Tax Reform (1994)
|
•
|
Chief Tax and Budget Counsel, U.S. Senate (1991 – 1994)
|
•
|
Strategic Advisor, FCLTGlobal
|
•
|
Member of numerous professional and civic organizations, including:
|
–
|
Board of Trustees, U.S. Council for International Business
|
–
|
Board of Trustees, Emory University
|
–
|
Board of Trustees, Case Western Reserve University
|
•
|
Former Audit Committee Chair and Member of the Board of Directors, U.S. Business Roundtable
|
•
|
Other public company directorships: Johnson & Johnson; Saudi Aramco
|
•
|
B.A., Emory University
|
•
|
M.B.A. and J.D., Case Western Reserve University
|
•
|
L.L.M., Georgetown University Law Center
|
•
|
Honorary Doctorate, American University
|
|
29
|
|
•
|
Director qualification standards, independence requirements, and responsibilities;
|
•
|
identification of candidates for Board positions;
|
•
|
Director membership on other public company boards;
|
•
|
management succession;
|
•
|
Director access to management and outside advisors, including certain restrictions on the retention by Directors of an outside advisor that is otherwise engaged by the Company for another purpose;
|
•
|
Director compensation;
|
•
|
Director Share ownership requirements;
|
•
|
election of a Lead Director by the Independent Directors if the Chairman of the Board is not an Independent Director;
|
•
|
Director orientation and continuing education;
|
•
|
annual Board performance evaluation; and
|
•
|
annual Corporate Governance Guidelines review.
|
|
30
|
|
•
|
presiding over Board of Directors meetings and executive sessions of Directors;
|
•
|
establishing a relationship of trust with the CEO, providing support and advice while respecting the executive responsibility of the CEO;
|
•
|
promoting effective communication and serving as the primary conduit between the Board and the CEO and other members of management;
|
•
|
approving information sent to the Board for Board meetings, as appropriate;
|
•
|
setting the agenda for Board meetings with input from the CEO;
|
•
|
approving Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items;
|
•
|
conferring with the CEO on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company;
|
•
|
providing guidance regarding the ongoing development of Directors;
|
•
|
participating in the Compensation Committee’s annual performance evaluation of the CEO;
|
•
|
with the Chair of the Governance and Corporate Responsibility Committee, overseeing CEO and management succession planning;
|
•
|
ensuring the efficient and effective performance and functioning of the Board;
|
•
|
assisting the Board, the Governance and Corporate Responsibility Committee, and management in promoting corporate governance best practices; and
|
•
|
being available, if requested by shareholders, when appropriate, for consultation and direct communication.
|
|
31
|
|
•
|
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.
|
|
32
|
|
|
33
|
|
|
34
|
|
•
|
the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements;
|
•
|
the adequacy of the Company’s internal control over financial reporting;
|
•
|
the integrity of the Company's consolidated financial statements;
|
•
|
the qualifications and independence of the Company's independent auditor;
|
•
|
the appointment, retention, performance, and compensation of the Company's independent auditor and the performance of the internal audit function; and
|
•
|
the Company’s compliance with legal and regulatory requirements.
|
•
|
assists the Board in fulfilling its responsibility to oversee the development and administration of the Company’s compensation programs, including equity-based incentive programs, for executives and other employees;
|
•
|
approves the corporate goals and objectives relevant to the CEO’s Total Compensation, evaluates the CEO’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the CEO’s Total Compensation level based on such evaluation;
|
•
|
reviews, and recommends for approval by the Board, the Total Compensation of each person who is an “executive officer” of the Company under the Exchange Act and related regulations or an “officer” of the Company under Section 16 of the Exchange Act and
|
|
35
|
|
•
|
oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk taking;
|
•
|
reviews the Company’s Performance-Based Compensation Recoupment (“clawback”) Policy and oversees its application; and
|
•
|
reviews and discusses with management the Compensation Discussion and Analysis to be included in the proxy statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) oversees preparation of and issues the Compensation Committee Report for inclusion in the Proxy Statement.
|
•
|
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.
|
|
36
|
|
•
|
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.
|
|
37
|
|
•
|
assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with Board established criteria;
|
•
|
proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any Board vacancies;
|
•
|
develops and recommends to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
|
•
|
ensures there is an adequate process for the Board to review succession plans for the CEO and succession and development plans for the Company’s other executive officers, and Chief Actuary;
|
•
|
oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs; and
|
•
|
oversees the Company’s policies concerning its corporate citizenship programs, including the Company's activities related to sustainability, environmental stewardship, and corporate responsibility.
|
|
38
|
|
•
|
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.
|
|
39
|
|
|
40
|
|
•
|
MetLife’s annual corporate responsibility report;
|
•
|
MetLife’s index of disclosures aligned to the Global Reporting Initiative requirements, a widely-adopted and established framework for corporate sustainability reporting; and
|
•
|
MetLife Foundation, the primary mission of which is to build financial health for underserved people and communities.
|
•
|
A responsible investor, managing a long-term, value-creating portfolio, and embedding ESG principles in its decision-making;
|
•
|
A market leader in insurance and financial services, providing specialized products, services, and solutions tailored to the specific needs of each market to provide financial health, protection, and opportunity;
|
•
|
A preferred employer, committed to diversity and inclusion, gender equality, and employee wellbeing;
|
•
|
A responsible steward of the environment, dedicated to reductions in waste, energy use, and GHG emissions, and an increase in Renewable Sources of Energy; and
|
•
|
A force for good through philanthropy and volunteerism, contributing millions of dollars and more than 100,000 hours of employee time to building and supporting communities.
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Name
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
Stock
Awards
($) (2)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cheryl W. Grisé (3)
|
|
|
175,096
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
326,848
|
|
|
|
Carlos M. Gutierrez
|
|
|
150,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
301,752
|
|
|
|
Gerald L. Hassell
|
|
|
150,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
301,752
|
|
|
|
David L. Herzog (3)
|
|
|
190,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
341,752
|
|
|
|
R. Glenn Hubbard, Ph.D. (4)
|
|
|
275,000
|
|
|
|
238,525
|
|
|
|
6,717
|
|
|
|
520,242
|
|
|
|
Edward J. Kelly, III (3)
|
|
|
185,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
336,752
|
|
|
|
William E. Kennard (3)
|
|
|
175,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
326,752
|
|
|
|
James M. Kilts (3)
|
|
|
179,423
|
|
|
|
150,035
|
|
|
|
6,717
|
|
|
|
336,175
|
|
|
|
Catherine R. Kinney
|
|
|
150,000
|
|
|
|
150,035
|
|
|
|
6,717
|
|
|
|
306,752
|
|
|
|
Diana L. McKenzie
|
|
|
150,000
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
301,752
|
|
|
|
Denise M. Morrison (3)
|
|
|
150,481
|
|
|
|
150,035
|
|
|
|
1,717
|
|
|
|
302,233
|
|
|
|
Mark A. Weinberger (5)
|
|
|
48,626
|
|
|
|
48,679
|
|
|
|
793
|
|
|
|
98,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The Directors included in this table, and the discussion pertaining to it, are limited to those who served as Non-Management Directors during 2019. Mr. Kandarian and Mr. Khalaf were compensated as employees for 2019, and received no compensation for their service as members of the Board of Directors. For information about compensation for Mr. Kandarian and Mr. Khalaf for 2019, see the Summary Compensation Table and the accompanying discussion.
|
2
|
The reported dollar amounts are the grant date fair value of such Share awards as computed for financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The grant date fair value is the number of Shares granted multiplied by the NYSE closing price of a Share on the grant date:
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Grant Date Fair Value
($) |
|
|||||||
|
|
|
|
|
|
|
|
|
|||
|
Grant Date
|
|
R. Glenn Hubbard, Ph.D.
|
|
Mark A. Weinberger
|
|
Each Other Non-Management Director
|
|
|||
|
January 2, 2019
|
|
37,503
|
|
|
0
|
|
|
37,503
|
|
|
|
April 1, 2019
|
|
37,511
|
|
|
0
|
|
|
37,511
|
|
|
|
May 1, 2019
|
|
25,963
|
|
|
0
|
|
|
0
|
|
|
|
June 18, 2019
|
|
68,779
|
|
|
0
|
|
|
37,507
|
|
|
|
August 21, 2019
|
|
0
|
|
|
11,165
|
|
|
0
|
|
|
|
October 1, 2019
|
|
68,769
|
|
|
37,514
|
|
|
37,514
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
3
|
During 2019, Mr. Herzog served as Audit Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, and Mr. Kennard served as the Investment Committee Chair. Ms. Grisé served as Governance and Corporate Responsibility Committee Chair from January until December 2019, and Mr. Kilts served as the Compensation Committee Chair from January until December 2019. In December 2019, Ms. Morrison became the Governance and Corporate Responsibility Committee Chair, and Ms. Grisé became the Compensation Committee Chair. Each received additional net cash retainer fees, prorated by period as applicable, as described under “Fees Earned or Paid in Cash and Stock Awards.”
|
4
|
Dr. Hubbard served as independent Lead Director from January until April 2019 and was paid a prorated portion of the annual Lead Director cash retainer fee of $50,000. In May 2019, Dr. Hubbard became the independent Chairman of the Board upon Steven A. Kandarian’s retirement.
|
5
|
Mr. Weinberger joined the Board of Directors in August 2019.
|
|
43
|
|
|
|
|
|
|
|
|
Committee
|
|
Retainer for
Committee Chair
($)
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
44
|
|
|
The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2020.
|
•
|
Deloitte’s status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB;
|
•
|
Deloitte’s independence and its processes for monitoring and maintaining its independence;
|
•
|
Deloitte’s report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review;
|
•
|
the global reach of the Deloitte network of member firms and its alignment with MetLife’s worldwide business activities;
|
•
|
the key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;
|
•
|
Deloitte’s performance during its engagement for the fiscal year ended December 31, 2019 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;
|
•
|
the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;
|
•
|
Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office; and
|
•
|
Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.
|
|
45
|
|
•
|
operations of the Company’s subsidiaries and branches in multiple, global jurisdictions (approximately 40 markets in 2019);
|
•
|
the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions;
|
•
|
the operating health, insurance, and reinsurance companies’ responsibility for preparing audited consolidated financial statements; and
|
•
|
the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant.
|
|
|
|
|
|
|
|
||||
|
(in millions)
|
|
2019
($)
|
|
2018
($)
|
|
||||
|
|
|
|
|
|
|
||||
|
Audit Fees (1)
|
|
|
63.4
|
|
|
|
63.1
|
|
|
|
Audit-Related Fees (2)
|
|
|
8.3
|
|
|
|
17.6
|
|
|
|
Tax Fees (3)
|
|
|
3.1
|
|
|
|
3.3
|
|
|
|
All Other Fees (4)
|
|
|
8.4
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. In 2019, Deloitte issued approximately 280 audit reports.
|
2
|
Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers, acquisitions and divestitures, accounting consultations and audits in connection with proposed or consummated acquisitions and divestitures, control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. The decrease in audit-related fees is attributable to work related to actuarial modeling performed in 2018, which was not performed in 2019.
|
3
|
Fees for tax compliance, consultation, and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of advisory services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers, acquisitions and divestitures, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. Tax compliance and tax preparation fees totaled $1.0 million and $2.0 million in 2019 and 2018, respectively. Tax advisory fees totaled $2.1 million and $1.3 million in 2019 and 2018, respectively.
|
4
|
Fees for other types of permitted services, including employee benefit advisory services, risk and other consulting services, financial advisory services and valuation services. The increase in other fees is primarily attributable to advisory services related to the Company’s enhancement of its embedded value process.
|
|
46
|
|
|
47
|
|
|
48
|
|
|
|
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.”
|
|
49
|
|
|
50
|
|
ü
|
considering the Company’s financial performance, and progress on strategic and operational objectives - as well as individual executive performance - in determining compensation actions for 2019.
|
ü
|
approving funding for MetLife Annual Variable Incentive Plan (AVIP) at 105.8% of target, based on the Company’s Adjusted Earnings performance compared to Business Plan goal.
|
ü
|
approving the settlement of 2017-2019 Performance Shares at 91.4% of target, reflecting an improvement over the prior period (2016-2018) payout largely due to improved Adjusted Return on Equity relative to Business Plan while Total Shareholder Return (TSR) relative to competitors remained the same (near median).
|
ü
|
maintaining the portion of new LTI granted in Performance Shares at 70% of the total award value to foster executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.
|
ü
|
incorporating sound risk management through appropriate financial metrics, non-formulaic awards, and Chief Risk Officer program review.
|
|
51
|
|
|
52
|
|
|
|
How did we perform?
|
•
|
continuing unit cost initiative expense savings;
|
•
|
maintaining favorable underwriting margins; and
|
•
|
volume growth.
|
|
53
|
|
|
54
|
|
|
55
|
|
|
56
|
|
|
57
|
|
•
|
President and CEO Michel A. Khalaf;
|
•
|
Executive Vice President and Chief Financial Officer John D. McCallion;
|
•
|
Executive Vice President and Chief Investment Officer Steven J. Goulart; and
|
•
|
President, U.S. Business, Ramy Tadros.
|
•
|
former Chairman of the Board, President and CEO Steven A. Kandarian, who retired April 30, 2019;
|
•
|
Executive Vice President, Global Technology and Operations Bill Pappas, who joined MetLife on November 19, 2019; and
|
•
|
former Executive Vice President, Global Technology and Operations Martin J. Lippert.
|
|
58
|
|
•
|
Mr. Khalaf was appointed President and CEO effective May 1, 2019 after serving as President, U.S. Business & EMEA.
|
•
|
2019 was Mr. McCallion’s first full year as CFO; in 2019 he also assumed responsibility for MetLife Holdings which in 2019 delivered $1.2 billion of Core Adjusted Earnings.
|
•
|
Mr. Goulart’s 2018 compensation reflected his leadership of the Asia Region for much of the year as well as leading Investments. His AVIP award for 2019 also reflects that overall AVIP funding was lower for 2019 than for 2018.
|
•
|
Mr. Pappas joined MetLife on November 19, 2019 as Executive Vice President, Global Technology and Operations; as a late-year new hire, the Committee did not consider him for a 2019 AVIP award or a standard LTI grant in 2019 or 2020.
|
•
|
Mr. Tadros was appointed President, U.S. Business effective May 1, 2019 after serving as Executive Vice President and Chief Risk Officer; this is his first year as a MetLife Named Executive Officer.
|
|
Michel A. Khalaf
|
|
1,083,333
|
|
|
4,500,000
|
|
|
10,000,000
|
|
|
15,583,333
|
|
|
28.6%
|
|
11.1%
|
|
16.8%
|
|
|
John D. McCallion
|
|
808,333
|
|
|
2,500,000
|
|
|
3,600,000
|
|
|
6,908,333
|
|
|
25.0%
|
|
20.0%
|
|
23.4%
|
|
|
Steven J. Goulart
|
|
870,000
|
|
|
2,200,000
|
|
|
4,000,000
|
|
|
7,070,000
|
|
|
(26.7)%
|
|
0.0%
|
|
(9.1)%
|
|
|
Bill Pappas (6)
|
|
100,256
|
|
|
0
|
|
|
0
|
|
|
100,256
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Ramy Tadros (6)
|
|
766,250
|
|
|
1,750,000
|
|
|
3,000,000
|
|
|
5,516,250
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
1
|
Reflects the AVIP award for 2019 performance paid in 2020, reported on the Summary Compensation Table.
|
2
|
Reflects the award value of standard LTI granted in 2020. This is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 2021 Proxy Statement.
|
3
|
Total Compensation for 2019 comprises base salary earned during 2019, AVIP awards for 2019 performance, and award value of LTI granted in 2020.
|
4
|
Reflects the AVIP award for 2019 performance paid in 2020 compared with the award for 2018 performance paid in 2019, which was reported in the Company’s 2019 Proxy Statement on the Summary Compensation Table.
|
5
|
Reflects Total Compensation for 2019, as described in note 3 above, compared to Total Compensation for 2018.
|
6
|
Not a Named Executive Officer with respect to Total Compensation for 2018 in the 2019 Proxy Statement.
|
|
59
|
|
|
60
|
|
•
|
The Company met its unit cost initiative (UCI) commitment for 2019.
|
•
|
The 2018-2019 two-year average Core Free Cash Flow Ratio was within the 65% to 75% target range (72%). For 2019, that ratio was 87%.
|
•
|
To position MetLife for the future, the Company developed its Next Horizon strategy to accelerate resource allocation to the highest value opportunities and promote sustainable competitive differentiation, anchored by a new purpose statement "Always with you, building a more confident future." MetLife expects this strategic foundation to optimize its performance in 2020 and beyond.
|
•
|
With Mr. Khalaf’s leadership, the Company successfully remediated material weaknesses in the Retirement & Income Solutions (RIS) business and in our MetLife Holdings segment, and continued to enhance risk management practices, and escalation procedures.
|
•
|
MetLife risk management improved resilience. All 2019 key risk metrics were within risk tolerance levels set in the Company’s Enterprise and Segment Risk Appetite Statements.
|
|
61
|
|
|
62
|
|
•
|
exceeded its 2019 Business Plan for Core Adjusted Earnings, Book Value Per Share, 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 Ratio within the 2018-2019 two-year average target range.
|
•
|
facilitated consistent execution of management expense initiatives, exceeding the Company’s 2019 Business Plan for Core Direct Expense Ratio.
|
•
|
partnered with the CEO and managed Investor Relations team to clearly communicate MetLife’s value proposition through conferences, one-on-one meetings, and a successful Investor Day for the investor community.
|
•
|
led MetLife's successful first ever yen-denominated senior notes offering, one of the largest ever offerings of yen debt by a U.S. financial services company ($1.4 billion).
|
•
|
led MetLife Holdings to deliver Core Adjusted Earnings above its 2019 Business Plan, driven by the strength of performance in equity markets and disciplined expense management.
|
|
63
|
|
•
|
The Company exceeded its 2019 Net Investment Income goal of $17.8 billion despite the continued low interest rate environment, while continuing proactive portfolio repositioning.
|
•
|
MetLife Investment Management (MIM) delivered adjusted earnings above the Business Plan goal, achieved its Business Plan goal for Third Party Assets Under Management, and exceeded its Value of New Business (VNB) goal.
|
•
|
The Company advanced the growth of MIM by strengthening the distribution platform, enhancing the client service operating model, creating a client value proposition based on deep client and market research, and fostering sustainability in investing strategies.
|
•
|
MetLife signed on to U.N. Principles of Responsible Investment, which focus on understanding the investment implications of ESG factors and incorporating these factors into investment decisions.
|
•
|
Investments’ multiple initiatives contributed to the Company meeting its UCI run-rate cost savings commitment for 2019.
|
|
64
|
|
|
65
|
|
•
|
U.S. business exceeded all key financial goals including Adjusted Premiums, Fees, and Other Revenues; Core Adjusted Earnings; Adjusted ROE; and cash available for business reinvestment or distribution to Shareholders; and remained within budget for spending as well as Core Direct Expense Ratio.
|
•
|
MetLife’s flagship U.S. Group Benefits business generated Core Adjusted Earnings of $1.3 billion, nearly double the earnings from this business just 3 years earlier.
|
•
|
Retirement and Income Solutions capitalized on market trends and delivered MetLife's second-best year ever in the pension risk transfer business, with sales of $4.3 billion.
|
•
|
MetLife expanded its U.S. voluntary benefit offerings through new product launches by acquiring Bequest, INC (d/b/a Willing, a leading digital estate planning service) as well as PetFirst Healthcare, LLC (a fast-growing pet health insurance administrator).
|
•
|
The Company simplified the customer experience across all lines of business through analytics, employee training and robotics.
|
|
66
|
|
|
67
|
|
|
|
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 as a result of 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.
|
|
|
|
|
|
|
68
|
|
•
|
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 continue 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 ESG practices and its sustainability initiatives.
|
|
69
|
|
|
|
|
|
|
|
|
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) and 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.
|
|
|
|
|
|
|
|
|
70
|
|
|
71
|
|
|
|
How did we compensate our CEO and other Named Executive Officers?
|
•
|
$350,000 for Mr. Khalaf, reflecting his promotion to CEO May 1, 2019.
|
•
|
$150,000 for Mr. McCallion, based on his 2018 performance and additional responsibility for MetLife Holdings.
|
•
|
$120,000 for Mr. Goulart, based on his 2018 performance.
|
•
|
$110,000 for Mr. Tadros, based on his 2018 performance and promotion to President, U.S. Business May 1, 2019.
|
|
72
|
|
•
|
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 2019 was $103 million, net of income tax, above this range. As a result, the Committee reduced Adjusted Earnings by that amount.
|
•
|
This approach is not 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.
|
|
73
|
|
|
|
|
|
|
|
|||
|
Reason for Decrease
|
|
|
(Decrease)
(in millions)
|
|
|||
|
|
|
|
|
||||
|
Reversal of prior U.S. tax reform charges
|
|
|
|
($164
|
)
|
|
|
|
Reversal of a prior uncertain tax position
|
|
|
|
($222
|
)
|
|
|
|
Total decrease to Adjusted Earnings for AVIP
|
|
|
|
($386
|
)
|
|
|
|
|
|
|
|
|
|
74
|
|
•
|
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 group of competitors listed in Appendix A (the TSR Peer Group).
|
|
75
|
|
|
76
|
|
|
77
|
|
•
|
the goal to exclude Brighthouse Financial and the impact of its separation;
|
•
|
Adjusted ROE results for 2019 for the same items it excluded in determining the total funding for 2019 AVIP awards, and for the same reasons (see “Annual Incentive Awards” above);
|
•
|
Adjusted ROE results for 2019 to exclude a $389 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 2017-2019 Business Plan; and
|
•
|
Adjusted ROE results for 2018 and 2017. Each year is included as either the first, second, or third year of one of three Performance Share performance periods. The Company explained the modifications for 2018 and 2017 in MetLife’s prior Proxy Statements for purposes of prior Performance Share performance factors.
|
|
78
|
|
|
79
|
|
•
|
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 was 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 was contingent on Company achievement of goals set for Section 162(m) purposes.
|
|
80
|
|
|
81
|
|
•
|
The Company leases an aircraft for purposes of efficient business travel by the Company’s executives. The CEO may occasionally use the Company’s aircraft for personal travel, but the Company does not require the CEO to use the Company’s aircraft for business or personal purposes. The CEO must reimburse the Company for any personal use that exceeds $200,000 in incremental cost in any calendar year.
|
•
|
To maximize the accessibility of Executive Group members, the Company makes leased vehicles and drivers or other car services available to executives for commuting and personal use.
|
•
|
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.
|
•
|
MetLife transferred Mr. Khalaf from the United Arab Emirates to the United States beginning in 2017. In 2019, MetLife provided home purchase support, professional tax services, final shipment of his family’s home furnishings, and tax make whole for the shipment benefit, each consistent with the Company’s current policy.
|
•
|
Mr. McCallion’s previous MetLife service in EMEA caused multi-jurisdiction tax complexity that persisted for several years after his return to the U.S. As a result, MetLife, Inc. agreed to provide Mr. McCallion with tax return preparation services with respect to 2019.
|
|
82
|
|
|
83
|
|
|
|
How do we review compensation against peer companies?
|
|
84
|
|
|
85
|
|
|
86
|
|
|
|
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
- Executives are not penalized for hedging exposures to various risks inherent in a number of products, and not rewarded when the hedging positions benefit the Company
- Executives are not rewarded for harvesting capital gains beyond prudent capital and risk management
- 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
(“clawback”) policy
|
|
• Applies to all employees, including Executive Group members
• Company may seek to recoup 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 to recoup 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
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Name
|
|
|
Requirement
(Multiple of
Annual Base
Salary Rate)
|
|
|
Ownership
at or Above
Requirement
|
|
|
Compliant with
100% Net
Share Retention
Requirements (1) |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Michel A. Khalaf
|
|
|
7
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
John D. McCallion
|
|
|
4
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
Steven J. Goulart
|
|
|
4
|
|
|
ü
|
|
|
ü
|
|
|
||||||||||
|
Bill Pappas
|
|
|
4
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
Ramy Tadros
|
|
|
4
|
|
|
|
|
|
ü
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Requires retention of all net Shares acquired from compensation awards to maintain ownership at or above the requirement.
|
•
|
Michel Khalaf became CEO on May 1, 2019. His Share ownership requirement increased to 7 times his annual base salary rate at that time. Because he was based outside the United States until mid-2017, MetLife historically granted Mr. Khalaf primarily cash-payable LTI to avoid securities law and other complications. Since 2018, MetLife has granted Mr. Khalaf stock-payable LTI and he is focused on increasing his Share ownership from this LTI.
|
•
|
John McCallion became CFO in 2018. His Share ownership requirement also increased at that time.
|
•
|
Ramy Tadros became President, U.S. Business in 2019. His Share ownership requirement increased at that time.
|
|
88
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal
Position
|
|
|
Year (1)
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
|
|
Change in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
|
|
|
All Other
Compen-
sation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Michel A. Khalaf
President and Chief Executive Officer (2) |
|
|
2019
|
|
|
1,083,333
|
|
|
|
0
|
|
|
|
6,741,993
|
|
|
|
939,921
|
|
|
|
4,500,000
|
|
|
|
1,095,313
|
|
|
|
210,021
|
|
|
|
14,570,581
|
|
|
|
|
|
2018
|
|
|
837,492
|
|
|
|
200,000
|
|
|
|
2,612,171
|
|
|
|
410,797
|
|
|
|
3,500,000
|
|
|
|
104,564
|
|
|
|
3,107,238
|
|
|
|
10,772,262
|
|
|
|
|
|
|
2017
|
|
|
740,169
|
|
|
|
299,988
|
|
|
|
1,217,739
|
|
|
|
356,297
|
|
|
|
2,100,000
|
|
|
|
505,499
|
|
|
|
928,324
|
|
|
|
6,148,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian former President and Chief Executive Officer (3) |
|
|
2019
|
|
|
512,692
|
|
|
|
0
|
|
|
|
8,240,205
|
|
|
|
1,148,800
|
|
|
|
1,830,000
|
|
|
|
0
|
|
|
|
305,405
|
|
|
|
12,037,102
|
|
|
|
|
|
2018
|
|
|
1,550,000
|
|
|
|
0
|
|
|
|
8,209,525
|
|
|
|
1,291,076
|
|
|
|
5,500,000
|
|
|
|
584,814
|
|
|
|
291,330
|
|
|
|
17,426,745
|
|
|
|
|
|
|
2017
|
|
|
1,550,000
|
|
|
|
0
|
|
|
|
7,103,183
|
|
|
|
2,078,380
|
|
|
|
3,000,000
|
|
|
|
670,763
|
|
|
|
324,395
|
|
|
|
14,726,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John D. McCallion
Executive Vice Pres. and Chief Financial Officer |
|
|
2019
|
|
|
808,333
|
|
|
|
0
|
|
|
|
2,247,358
|
|
|
|
313,307
|
|
|
|
2,500,000
|
|
|
|
301,443
|
|
|
|
148,917
|
|
|
|
6,319,358
|
|
|
|
|
|
2018
|
|
|
597,834
|
|
|
|
0
|
|
|
|
428,064
|
|
|
|
127,151
|
|
|
|
2,000,000
|
|
|
|
118,776
|
|
|
|
71,928
|
|
|
|
3,343,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven J. Goulart
Executive Vice Pres. and Chief Investment Officer |
|
|
2019
|
|
|
870,000
|
|
|
|
0
|
|
|
|
2,996,424
|
|
|
|
417,746
|
|
|
|
2,200,000
|
|
|
|
449,969
|
|
|
|
154,800
|
|
|
|
7,088,939
|
|
|
|
|
|
2018
|
|
|
776,250
|
|
|
|
0
|
|
|
|
2,238,997
|
|
|
|
352,112
|
|
|
|
3,000,000
|
|
|
|
268,474
|
|
|
|
91,050
|
|
|
|
6,726,883
|
|
|
|
|
|
|
2017
|
|
|
761,250
|
|
|
|
0
|
|
|
|
1,691,259
|
|
|
|
494,863
|
|
|
|
1,500,000
|
|
|
|
260,583
|
|
|
|
90,450
|
|
|
|
4,798,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Pappas
Executive Vice Pres., Global Technology & Operations (4) |
|
|
2019
|
|
|
100,256
|
|
|
|
2,200,000
|
|
|
|
2,394,024
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,694,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ramy Tadros
President, U.S. Business |
|
|
2019
|
|
|
766,250
|
|
|
|
0
|
|
|
|
1,498,212
|
|
|
|
208,878
|
|
|
|
1,750,000
|
|
|
|
204,550
|
|
|
|
82,650
|
|
|
|
4,510,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin J. Lippert
former Executive Vice Pres., Global Technology & Operations (3) (5) |
|
|
2019
|
|
|
301,923
|
|
|
|
0
|
|
|
|
3,370,996
|
|
|
|
469,961
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,324,827
|
|
|
|
5,467,707
|
|
|
|
|
|
2018
|
|
|
900,000
|
|
|
|
0
|
|
|
|
2,612,171
|
|
|
|
410,797
|
|
|
|
3,500,000
|
|
|
|
338,133
|
|
|
|
120,000
|
|
|
|
7,881,101
|
|
|
|
|
|
|
2017
|
|
|
847,500
|
|
|
|
0
|
|
|
|
2,029,549
|
|
|
|
593,833
|
|
|
|
2,100,000
|
|
|
|
324,514
|
|
|
|
4,500
|
|
|
|
5,899,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
|
|
1
|
Under SEC rules, the Summary Compensation Table includes compensation to a Named Executive Officer for 2018 or 2017 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 Proxy Statement. Neither Mr. Pappas nor Mr. Tadros was a Named Executive Officer in the Company’s 2019 or 2018 Proxy Statement.
|
2
|
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.
|
3
|
Mr. Kandarian’s actuarial present value of pension benefits decreased from $5,161,137 at year-end 2018 to $0 at year-end 2019 because in 2019 he received all of his pension benefits. Mr. Lippert’s actuarial present value of pension benefits decreased from $1,736,920 at year-end 2018 to $173,599 at year-end 2019 because in 2019 he received a portion of his pension benefits. Per SEC rules, each of their change in actuarial present value for 2019 is reported as $0 rather than a negative number. None of the Company’s executive officers had any above-market or preferential earnings on nonqualified deferred compensation in 2019 or any other year presented.
|
4
|
The “Bonus” column presents Mr. Pappas’ sign-on payments. Based on Mr. Pappas joining MetLife late in 2019, he forfeited certain compensation from his former employer. As a result, MetLife provided the following cash amounts in 2019: (i) $1.9 million to address former-employer awards that would have vested in 2020; and (ii) $300,000 to address transition considerations. Should Mr. Pappas voluntarily leave MetLife, or the Company end his employment for “cause,” as defined under the 2015 Stock and Incentive Plan within 24 months of each payment, he must repay these amounts to the extent permissible under law.
|
5
|
Mr. Lippert’s service with MetLife ended April 30, 2019. This table reflects his salary earned in 2019 through that date, and the stock and option awards in respect of 2018 performance that the Committee granted him in early 2019. The Company did not grant Mr. Lippert any bonus, cash incentive award, or LTI in respect of 2019 performance.
|
|
91
|
|
|
92
|
|
•
|
$39.35 for February 26, 2019.
|
•
|
$39.95 for March 2, 2018.
|
•
|
$47.30 for February 28, 2017.
|
|
|
|
|
|
|
|
|
Name
|
|
|
Hypothetical Grant Date Fair Value of 2019-2021 Performance Shares and Performance Units at Maximum Performance Level ($)
|
|
|
|
Michel A. Khalaf
|
|
|
9,716,341
|
|
|
|
Steven A. Kandarian
|
|
|
11,875,515
|
|
|
|
John D. McCallion
|
|
|
3,238,780
|
|
|
|
Steven J. Goulart
|
|
|
4,318,348
|
|
|
|
Bill Pappas
|
|
|
0
|
|
|
|
Ramy Tadros
|
|
|
2,159,174
|
|
|
|
Martin J. Lippert
|
|
|
4,858,151
|
|
|
|
|
|
|
|
|
•
|
$10.36 for February 26, 2019.
|
•
|
$11.87 for March 2, 2018.
|
•
|
$13.84 for February 28, 2017.
|
|
93
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (1)
|
|
|
Employer
401(k)
Program and
Other Defined
Contribution Program
Contributions
($)
|
|
|
Severance
($)
|
|
|
Tax
Make-Whole ($) |
|
Perquisites
and Other
Personal
Benefits
($) (2)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel A. Khalaf
|
|
|
30,000
|
|
|
|
0
|
|
|
|
33,789
|
|
|
|
146,232
|
|
|
|
210,021
|
|
|
|
Steven A. Kandarian
|
|
|
240,667
|
|
|
|
0
|
|
|
|
0
|
|
|
|
64,738
|
|
|
|
305,405
|
|
|
|
John D. McCallion
|
|
|
112,333
|
|
|
|
0
|
|
|
|
0
|
|
|
|
36,584
|
|
|
|
148,917
|
|
|
|
Steven J. Goulart
|
|
|
154,800
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
154,800
|
|
|
|
Ramy Tadros
|
|
|
82,650
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
82,650
|
|
|
|
Martin J. Lippert
|
|
|
152,077
|
|
|
|
1,172,750
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,324,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Pappas had no reportable items of All Other Compensation for 2019.
|
2
|
Each of Mr. Goulart’s, Mr. Pappas’, Mr. Tadros’, and Mr. Lippert’s aggregate amounts of perquisites and other personal benefits in 2019 were less than $10,000 and are therefore reported at $0.
|
|
95
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All
Other
Stock Awards: Number
of
Shares
of
Stock
or
Units
(#)
|
|
All Other
Option Awards: Num-
ber of
Secu-
rities
Under-
lying
Options (#) |
|
Exercise
or Base
Price of
Option Awards ($/Sh) |
|
Grant Date
Fair Value of Stock and Option
Awards
($) |
|
||||||||||||||||
|
Thres
-hold
(#)
|
|
Tar-
get
(#)
|
|
Maxi-
mum
(#)
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Michel A. Khalaf
|
|
February 26, 2019
|
|
35,274
|
|
141,098
|
|
|
246,921
|
|
|
|
|
|
|
|
|
5,552,206
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
30,236
|
|
|
|
|
|
|
1,189,787
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
90,726
|
|
|
44.65
|
|
|
939,921
|
|
|
||||||||||
|
Steven A. Kandarian
|
|
February 26, 2019
|
|
43,113
|
|
172,453
|
|
|
301,792
|
|
|
|
|
|
|
|
|
6,786,026
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
36,955
|
|
|
|
|
|
|
1,454,179
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
110,888
|
|
|
44.65
|
|
|
1,148,800
|
|
|
||||||||||
|
John D. McCallion
|
|
February 26, 2019
|
|
11,758
|
|
47,033
|
|
|
82,307
|
|
|
|
|
|
|
|
|
1,850,749
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
10,079
|
|
|
|
|
|
|
396,609
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
30,242
|
|
|
44.65
|
|
|
313,307
|
|
|
||||||||||
|
Steven J. Goulart
|
|
February 26, 2019
|
|
15,677
|
|
62,710
|
|
|
109,742
|
|
|
|
|
|
|
|
|
2,467,639
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
13,438
|
|
|
|
|
|
|
528,785
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
40,323
|
|
|
44.65
|
|
|
417,746
|
|
|
||||||||||
|
Bill Pappas
|
|
November 19, 2019
|
|
|
|
|
|
|
|
54,934
|
|
|
|
|
|
|
2,394,024
|
|
|
||||||||||
|
Ramy Tadros
|
|
February 26, 2019
|
|
7,838
|
|
31,355
|
|
|
54,871
|
|
|
|
|
|
|
|
|
1,233,819
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
6,719
|
|
|
|
|
|
|
264,393
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
20,162
|
|
|
44.65
|
|
|
208,878
|
|
|
||||||||||
|
Martin J. Lippert
|
|
February 26, 2019
|
|
17,637
|
|
70,549
|
|
|
123,460
|
|
|
|
|
|
|
|
|
2,776,103
|
|
|
|||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
15,118
|
|
|
|
|
|
|
594,893
|
|
|
|||||||||||
|
|
February 26, 2019
|
|
|
|
|
|
|
|
|
|
45,363
|
|
|
44.65
|
|
|
469,961
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
|
|
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
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 orUnits of Stock
That Have NotVested
(#) (2)
|
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($) (3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
(#) (4)
|
|
Equity Incent Plan Awards: Market or Payout Value of
Unearned Shrs, Units or Other Rights
Not Vested
($) (5)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Michel A. Khalaf
|
29,383
|
|
|
0
|
|
|
40.91
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
||||
|
52,498
|
|
|
0
|
|
|
34.21
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
||||||
|
35,616
|
|
|
0
|
|
|
31.15
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
||||||
|
25,181
|
|
|
0
|
|
|
45.15
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
||||||
|
26,138
|
|
|
0
|
|
|
45.91
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
||||||
|
39,322
|
|
|
0
|
|
|
34.33
|
|
|
February 22, 2026
|
|
|
|
|
|
|
|
|
||||||
|
19,210
|
|
|
9,607
|
|
|
46.85
|
|
|
February 27, 2027
|
|
|
|
|
|
|
|
|
||||||
|
11,536
|
|
|
23,072
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
||||||
|
0
|
|
|
90,726
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
41,132
|
|
|
2,096,498
|
|
|
341,153
|
|
|
17,388,568
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Steven A. Kandarian
|
89,549
|
|
|
0
|
|
|
40.91
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
||||
|
167,905
|
|
|
0
|
|
|
39.84
|
|
|
March 20, 2021
|
|
|
|
|
|
|
|
|
|
|||||
|
367,292
|
|
|
0
|
|
|
34.21
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|||||
|
203,521
|
|
|
0
|
|
|
31.15
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|||||
|
146,077
|
|
|
0
|
|
|
45.15
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|||||
|
163,364
|
|
|
0
|
|
|
45.91
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|||||
|
229,379
|
|
|
0
|
|
|
34.33
|
|
|
February 22, 2026
|
|
|
|
|
|
|
|
|
|
|||||
|
112,064
|
|
|
56,033
|
|
|
46.85
|
|
|
February 27, 2027
|
|
|
|
|
|
|
|
|
|
|||||
|
36,256
|
|
|
72,512
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
|
|||||
|
0
|
|
|
110,888
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
79,810
|
|
|
4,067,916
|
|
|
597,946
|
|
|
30,477,308
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
John D. McCallion
|
8,619
|
|
|
0
|
|
|
40.91
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
||||
|
10,745
|
|
|
0
|
|
|
34.21
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|||||
|
4,355
|
|
|
2,178
|
|
|
46.85
|
|
|
February 27, 2027
|
|
|
|
|
|
|
|
|
|
|||||
|
3,570
|
|
|
7,142
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
|
|||||
|
0
|
|
|
30,242
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
13,188
|
|
|
672,192
|
|
|
94,807
|
|
|
4,832,313
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Steven J. Goulart
|
19,141
|
|
|
0
|
|
|
31.13
|
|
|
February 22, 2020
|
|
|
|
|
|
|
|
|
|
||||
|
20,484
|
|
|
0
|
|
|
40.91
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
|||||
|
78,691
|
|
|
0
|
|
|
34.21
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|||||
|
40,704
|
|
|
0
|
|
|
31.15
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|||||
|
26,859
|
|
|
0
|
|
|
45.15
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|||||
|
32,673
|
|
|
0
|
|
|
45.91
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|||||
|
54,615
|
|
|
0
|
|
|
34.33
|
|
|
February 22, 2026
|
|
|
|
|
|
|
|
|
|
|||||
|
26,681
|
|
|
13,343
|
|
|
46.85
|
|
|
February 27, 2027
|
|
|
|
|
|
|
|
|
|
|||||
|
9,888
|
|
|
19,776
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
|
|||||
|
0
|
|
|
40,323
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
24,479
|
|
|
1,247,695
|
|
|
190,511
|
|
|
9,710,346
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Bill Pappas
|
|
|
|
|
|
|
|
|
54,934
|
|
|
2,799,986
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Ramy Tadros
|
1,977
|
|
|
3,956
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
|
||||
|
0
|
|
|
20,162
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
42,416
|
|
|
2,161,944
|
|
|
71,025
|
|
|
3,620,144
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Martin J. Lippert
|
44,108
|
|
|
0
|
|
|
45.91
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
||||
|
61,167
|
|
|
0
|
|
|
34.33
|
|
|
February 22, 2026
|
|
|
|
|
|
|
|
|
|
|||||
|
32,018
|
|
|
16,010
|
|
|
46.85
|
|
|
February 27, 2027
|
|
|
|
|
|
|
|
|
|
|||||
|
11,536
|
|
|
23,072
|
|
|
45.50
|
|
|
March 1, 2028
|
|
|
|
|
|
|
|
|
|
|||||
|
0
|
|
|
45,363
|
|
|
44.65
|
|
|
February 25, 2029
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
28,148
|
|
|
1,434,704
|
|
|
217,692
|
|
|
11,095,761
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
|
|
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 Restricted Stock Units, except that 3,203 of Mr. Khalaf’s Stock Awards are Restricted Units MetLife granted in 2017. MetLife has subsequently granted him stock-payable Restricted Stock 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, 2019, the last business day of that year.
|
4
|
Each of these Stock Awards is Performance Shares. 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 |
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Name
|
|
|
2018-2020
(#)
|
|
|
2019-2021
(#)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Michel A. Khalaf
|
|
|
94,232
|
|
|
|
246,921
|
|
|
|||
|
Steven A. Kandarian
|
|
|
296,154
|
|
|
|
301,792
|
|
|
|||
|
John D. McCallion
|
|
|
12,500
|
|
|
|
82,307
|
|
|
|||
|
Steven J. Goulart
|
|
|
80,769
|
|
|
|
109,742
|
|
|
|||
|
Bill Pappas
|
|
|
0
|
|
|
|
0
|
|
|
|||
|
Ramy Tadros
|
|
|
16,154
|
|
|
|
54,871
|
|
|
|||
|
Martin J. Lippert
|
|
|
94,232
|
|
|
|
123,460
|
|
|
|||
|
|
|
|
|
|
|
|
|
5
|
The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Performance Shares 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, 2019, 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 $48.17 opening price of MetLife, Inc. common stock on August 7, 2017, the next trading day.
|
|
100
|
|
•
|
Option Awards granted to the Named Executive Officers that were outstanding on December 31, 2019 because they had not been exercised or forfeited as of that date.
|
•
|
Performance Shares and Performance Units granted to the Named Executive Officers that were outstanding on December 31, 2019 because they had not vested as of that date.
|
•
|
Restricted Stock Units and Restricted Units granted to the Named Executive Officers that were outstanding on December 31, 2019 because they had not vested as of that date.
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of Shares Acquired on Exercise
(#) |
|
|
Value Realized on Exercise
($) |
|
|
Number of Shares Acquired on Vesting
(#) |
|
|
Value Realized on Vesting
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel A. Khalaf
|
|
|
0
|
|
|
0
|
|
|
28,977
|
|
|
1,415,490
|
|
|
Steven A. Kandarian
|
|
|
85,072
|
|
|
1,541,505
|
|
|
158,686
|
|
|
7,784,631
|
|
|
John D. McCallion
|
|
|
10,577
|
|
|
225,641
|
|
|
7,477
|
|
|
362,286
|
|
|
Steven J. Goulart
|
|
|
15,671
|
|
|
369,163
|
|
|
38,201
|
|
|
1,872,595
|
|
|
Ramy Tadros
|
|
|
0
|
|
|
0
|
|
|
659
|
|
|
30,090
|
|
|
Martin J. Lippert
|
|
|
181,714
|
|
|
2,581,227
|
|
|
45,247
|
|
|
2,220,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Name (1)
|
|
Plan Name
|
|
|
|
|
Number of Years
Credited Service
(#) (2)
|
|
|
|
Present Value of
Accumulated
Benefit
($) (3)
|
|
|
Payments During Last Fiscal Year
($)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Michel A. Khalaf
|
|
Retirement Plan
|
|
|
0.67
|
|
|
|
21,702
|
|
|
|
0
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
0.67
|
|
|
|
52,304
|
|
|
|
0
|
|
|
|||||
|
|
Globally Mobile Plan
|
|
|
2.42
|
|
|
|
1,359,690
|
|
|
|
0
|
|
|
|||||
|
|
Overseas Plan
|
|
|
27.66
|
|
|
|
2,663,769
|
|
|
|
0
|
|
|
|||||
|
Steven A. Kandarian (4)
|
|
Retirement Plan
|
|
|
0.00
|
|
|
|
0
|
|
|
|
288,228
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
0.00
|
|
|
|
0
|
|
|
|
5,620,481
|
|
|
|||||
|
John D. McCallion
|
|
Retirement Plan
|
|
|
12.50
|
|
|
|
298,463
|
|
|
|
0
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
12.50
|
|
|
|
635,034
|
|
|
|
0
|
|
|
|||||
|
Steven J. Goulart
|
|
Retirement Plan
|
|
|
12.50
|
|
|
|
306,899
|
|
|
|
0
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
12.50
|
|
|
|
1,957,936
|
|
|
|
0
|
|
|
|||||
|
Ramy Tadros
|
|
Retirement Plan
|
|
|
1.33
|
|
|
|
33,130
|
|
|
|
0
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
1.33
|
|
|
|
182,270
|
|
|
|
0
|
|
|
|||||
|
Martin J. Lippert (5)
|
|
Retirement Plan
|
|
|
6.67
|
|
|
|
173,599
|
|
|
|
0
|
|
|
||||
|
|
Auxiliary Retirement Plan
|
|
|
0.00
|
|
|
|
0
|
|
|
|
1,993,609
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Bill Pappas had insufficient service as of year-end 2019 to be eligible for a benefit.
|
2
|
Number of Years Credited Service are those credited for determination of the amount of benefits, for those with sufficient service for purposes of eligibility, as of December 31, 2019, each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 2019 audited financial statements. Service for eligibility is determined separately and by different criteria.
|
3
|
Present Values of Accumulated Benefit are those as of December 31, 2019, each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 2019 audited financial statements.
|
4
|
Mr. Kandarian’s credited service under each of the Retirement Plan and the Auxiliary Retirement Plan at the end of his employment in 2019 was 13.08 years. Mr. Kandarian received payment of his total pension benefits in 2019, in accordance with the terms of the applicable plans. As a result, Mr. Kandarian’s credited service and present value of accumulated benefits at the plans’ measurement date of December 31, 2019 were each zero.
|
5
|
Mr. Lippert’s credited service under the Auxiliary Retirement Plan at the end of his employment in 2019 was 6.67 years. Mr. Lippert received payment of his total Auxiliary Retirement Plan benefit in 2019, in accordance with the terms of that plan. As a result, Mr. Lippert’s credited service and present value of accumulated benefits at the Auxiliary Retirement Plan’s measurement date of December 31, 2019 were each zero. Mr. Lippert had not yet received his Retirement Plan benefit as of year-end 2019, and as a result retained credited service and present value of accumulated benefit as of that date.
|
|
103
|
|
•
|
From January through April, 2019, Mr. Khalaf accrued benefits for his base salary earnings and service under the Globally Mobile Plan.
|
•
|
From May, 2019 to year-end 2019, Mr. Khalaf accrued benefits for his compensation and service under the U.S.-Based Pension Program.
|
•
|
Mr. Khalaf accrued no benefits during 2019 under the Alico Overseas Pension Plan (the Overseas Plan); however, his potential early retirement reduction factor changed as a result of the difference in his age from year-end 2018 to year-end 2019.
|
|
104
|
|
|
105
|
|
|
|
|
|
|
|
|
|
||
|
Minimum Age
|
|
|
Minimum Number
of Years of Service |
|
|
Reduction
Factor
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
30
|
|
|
3
|
|
|
|
60
|
|
|
25
|
|
|
4
|
|
|
|
55
|
|
|
10
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
106
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Name (1)
|
|
|
Plan Name
|
|
|
Registrant
Contributions
in Last FY
($) (2)
|
|
|
Aggregate
Earnings
in Last FY
($) (3)
|
|
|
Aggregate
Withdrawals/
Distributions ($) (4)
|
|
|
Aggregate
Balance at
Last FYE
($) (5)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Michel A. Khalaf
|
|
|
Auxiliary Match Plan
|
|
|
20,800
|
|
|
|
714
|
|
|
|
0
|
|
|
|
21,514
|
|
|
|
|
Steven A. Kandarian
|
|
|
Auxiliary Match Plan
|
|
|
229,467
|
|
|
|
54,528
|
|
|
|
2,255,609
|
|
|
|
0
|
|
|
|
|
|
|
Leadership Plan
|
|
|
0
|
|
|
|
1,239,762
|
|
|
|
8,013,841
|
|
|
|
0
|
|
|
||
|
John D. McCallion
|
|
|
Auxiliary Match Plan
|
|
|
101,133
|
|
|
|
59,902
|
|
|
|
0
|
|
|
|
333,396
|
|
|
|
|
Steven J. Goulart
|
|
|
Auxiliary Match Plan
|
|
|
143,600
|
|
|
|
213,401
|
|
|
|
0
|
|
|
|
1,083,124
|
|
|
|
|
|
|
Leadership Plan
|
|
|
0
|
|
|
|
27,983
|
|
|
|
0
|
|
|
|
153,934
|
|
|
||
|
Ramy Tadros
|
|
|
Auxiliary Match Plan
|
|
|
71,450
|
|
|
|
9,885
|
|
|
|
0
|
|
|
|
88,084
|
|
|
|
|
Martin J. Lippert
|
|
|
Auxiliary Match Plan
|
|
|
140,877
|
|
|
|
37,854
|
|
|
|
0
|
|
|
|
284,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Bill Pappas was not eligible to participate in a defined contribution nonqualified deferred compensation plan in 2019.
|
2
|
Amounts in this column are reported as components of Employer 401(k) Program for 2019 in the “All Other Compensation” column of the Summary Compensation Table.
|
3
|
None of the amounts in this column are reported for 2019 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
|
Mr. Kandarian received payment of his entire defined contribution nonqualified deferred compensation in 2019, in accordance with his deferral elections and the terms of the applicable plans.
|
5
|
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 were also named in those Proxy Statements: $0 for Mr. Khalaf; $1,821,117 for Mr. Kandarian; $32,707 for Mr. McCallion; $367,767 for Mr. Goulart; and $109,000 for Mr. Lippert. MetLife has not previously named Mr. Tadros in a Proxy Statement.
|
|
107
|
|
|
108
|
|
|
|
|
|
|
|
||
|
Simulated Investment
|
|
|
2019 Returns
(%)
|
|
||
|
|
|
|
|
|
||
|
Auxiliary Fixed Income Fund
|
|
|
3.05
|
|
|
|
|
Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio - Class A
|
|
|
14.49
|
|
|
|
|
Oakmark Fund® - Investor Class
|
|
|
26.98
|
|
|
|
|
Small Cap Equity Fund
|
|
|
25.59
|
|
|
|
|
Oakmark International Fund - Investor Class
|
|
|
24.21
|
|
|
|
|
S&P 500® Index
|
|
|
31.49
|
|
|
|
|
Russell 2000® Index
|
|
|
25.52
|
|
|
|
|
MSCI EAFE® Index
|
|
|
22.01
|
|
|
|
|
Bloomberg Barclays U.S. Aggregate Bond Index
|
|
|
8.72
|
|
|
|
|
Bank of America (BofA) Merrill Lynch U.S. High Yield Index
|
|
|
14.40
|
|
|
|
|
MSCI Emerging Markets Index SM
|
|
|
18.44
|
|
|
|
|
MetLife Deferred Shares Fund
|
|
|
28.85
|
|
|
|
|
MetLife Common Stock Fund (1)
|
|
|
27.61
|
|
|
|
|
|
|
|
|
|
1
|
Returns for the MetLife Common Stock Fund in the table above are for the portion of 2019 during which it was available. Each other simulated investment was available for the entirety of 2019.
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
109
|
|
|
|
|
|
|
|
||
|
Simulated Investment
|
|
|
2019 Returns
(%)
|
|
||
|
|
|
|
|
|
||
|
Auxiliary Fixed Income Fund
|
|
|
3.05
|
|
|
|
|
Bond Index Fund
|
|
|
8.70
|
|
|
|
|
Balanced Index Fund
|
|
|
19.84
|
|
|
|
|
Large Cap Equity Index Fund
|
|
|
31.42
|
|
|
|
|
Large Cap Value Index Fund
|
|
|
26.41
|
|
|
|
|
Large Cap Growth Index Fund
|
|
|
36.30
|
|
|
|
|
Mid Cap Equity Index Fund
|
|
|
26.12
|
|
|
|
|
Small Cap Equity Fund
|
|
|
25.59
|
|
|
|
|
International Equity Fund
|
|
|
33.07
|
|
|
|
|
MetLife Company Stock Fund (1)
|
|
|
10.93
|
|
|
|
|
|
|
|
|
|
1
|
Returns for the MetLife Company Stock Fund in the table above are for the portion of 2019 it was available. Each other simulated investment was available for the entirety of 2019.
|
|
110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death
|
|
Severance-Eligible Termination
(No Change-in-Control) |
|
Change-in-Control
(Assuming No Alternative Award) |
|
Change-in-Control
Severance Eligible Termination |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Voluntary
Resig- nation ($) |
|
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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel A. Khalaf
|
0
|
|
|
739,173
|
|
12,032,845
|
|
876,924
|
|
4,959
|
|
3,733,400
|
|
739,173
|
|
12,032,845
|
|
6,800,000
|
|
125,842
|
|
|
John D. McCallion
|
0
|
|
|
239,169
|
|
3,433,544
|
|
670,193
|
|
4,959
|
|
916,700
|
|
239,169
|
|
3,433,544
|
|
3,563,602
|
|
87,343
|
|
|
Steven J. Goulart
|
0
|
|
|
417,989
|
|
6,796,493
|
|
709,616
|
|
4,959
|
|
0
|
|
417,989
|
|
6,796,493
|
|
3,592,428
|
|
90,311
|
|
|
Bill Pappas
|
0
|
|
|
0
|
|
2,799,986
|
|
457,693
|
|
4,959
|
|
0
|
|
0
|
|
2,799,986
|
|
5,700,000
|
|
48,002
|
|
|
Ramy Tadros
|
0
|
|
|
149,063
|
|
4,230,611
|
|
461,539
|
|
4,959
|
|
2,019,100
|
|
149,063
|
|
4,230,611
|
|
3,291,570
|
|
84,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Trigger Date unexercisable Options at Trigger Date Closing Price less exercise price.
|
2
|
Trigger Date Outstanding Share Awards at Trigger Date Closing Price. Trigger Date Outstanding Share Awards, consist of (a) Trigger Date Outstanding Performance Awards, the executive’s 2018-2020 and 2019-2021 Performance Shares and Performance Units, each of which was outstanding as of the Trigger Date, at 100% of Performance Shares granted (Target Performance); and (b) Trigger Date Outstanding Restricted Awards, the executive’s Restricted Stock Units or Restricted Units outstanding as of the Trigger Date.
|
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.
|
|
111
|
|
|
112
|
|
|
113
|
|
•
|
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.
|
|
114
|
|
|
115
|
|
•
|
included employees of its consolidated subsidiaries as of October 1, 2019 (the Measurement Date), determined by the jurisdiction’s general employment law criteria for who is an employee, excluding those identified below.
|
•
|
excluded 2,322 employees in the following jurisdictions: Malaysia (568), United Kingdom (374), Egypt (332), Ecuador (224), Nepal (139), Vietnam (126), Ukraine (102), Uruguay (100), Hungary (83), Jordan (75), Cyprus (71), Bulgaria (50), Oman (41), Qatar (17), Kuwait (11), Bahrain (7), Palestinian Authority (2). The total number of global employees, including these employees, was approximately 49,000 in over 40 markets.
|
•
|
used, as the Consistently Applied Compensation Measure for this purpose under SEC rules, the amount that employees were paid in salary, overtime pay, cash incentives, sign-on payments, recognition awards, tuition reimbursement, and employer allowances to cover a variety of personal expenses, each during the 12 months immediately preceding the Measurement Date.
|
•
|
annualized such compensation for full- or part-time employees employed for less than the full 12-month period;
|
•
|
focused on employees in the median range with broadly representative compensation features, including employees who: were beyond first year of service, earned satisfactory or better performance ratings, were considered for AVIP awards, had dependent medical coverage, and participated in broadly-available retirement plans.
|
|
116
|
|
•
|
securities held in each individual’s name;
|
•
|
securities held by a broker for the benefit of the individual;
|
•
|
securities which the individual could have acquired within the following 60 days (as described in notes (3) and (4) below); and
|
•
|
other securities for which the individual directly or indirectly had or shared 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel A. Khalaf
|
|
|
66,798
|
|
|
|
*
|
|
|
Steven J. Goulart
|
|
|
174,128
|
|
|
|
*
|
|
|
Cheryl W. Grisé
|
|
|
19,324
|
|
|
|
*
|
|
|
Carlos M. Gutierrez
|
|
|
28,882
|
|
|
|
*
|
|
|
Gerald L. Hassell
|
|
|
18,370
|
|
|
|
*
|
|
|
David L. Herzog
|
|
|
8,283
|
|
|
|
*
|
|
|
R. Glenn Hubbard, Ph.D.
|
|
|
63,369
|
|
|
|
*
|
|
|
Steven A. Kandarian (5)
|
|
|
203,521
|
|
|
|
*
|
|
|
Edward J. Kelly, III
|
|
|
3,828
|
|
|
|
*
|
|
|
William E. Kennard
|
|
|
24,149
|
|
|
|
*
|
|
|
James M. Kilts (6)
|
|
|
31,647
|
|
|
|
*
|
|
|
Catherine R. Kinney
|
|
|
49,557
|
|
|
|
*
|
|
|
Martin J. Lippert (5)
|
|
|
0
|
|
|
|
*
|
|
|
John D. McCallion
|
|
|
30,358
|
|
|
|
*
|
|
|
Diana L. McKenzie
|
|
|
5,987
|
|
|
|
*
|
|
|
Denise M. Morrison
|
|
|
19,041
|
|
|
|
*
|
|
|
Bill Pappas
|
|
|
0
|
|
|
|
*
|
|
|
Ramy Tadros
|
|
|
2,186
|
|
|
|
*
|
|
|
Mark A. Weinberger
|
|
|
3,131
|
|
|
|
*
|
|
|
Board of Directors of MetLife, but not in each Director’s individual capacity (7)
|
|
|
139,967,773
|
|
|
|
15.3%
|
|
|
All Directors and Executive Officers, as a group (8)
|
|
|
645,716
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
*
|
Number of Shares represents less than one percent of the number of Shares outstanding as of the Record Date.
|
1
|
Each Director and Named Executive Officer had 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 (the PH Trust) allocated to him in his individual capacity as a beneficiary of the PH Trust. Directors and Executive Officers, as a group, had been allocated 10 Shares as beneficiaries of the PH Trust in their individual capacities. The beneficiaries had sole investment power and shared voting power with respect to such Shares. Note (7) 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 PH Trust.
|
|
117
|
|
3
|
Includes Shares that were subject to Stock Options which were granted under the MetLife, Inc. 2005 Stock and Incentive Plan and the 2015 Stock and Incentive Plan that were exercisable on or would become so within 60 days after the Record Date (the 60-day Period), and have an exercise price lower than the Record Date closing price. 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 J. Goulart
|
|
40,704
|
|
Steven A. Kandarian
|
|
203,521
|
|
Michel A. Khalaf
|
|
35,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Executive Officers, as a group, held 81,833 Stock Options exercisable within the 60-day Period. Mr. Kandarian was not an Executive Officer as of the Record Date and, therefore, his Stock Options are not included in this amount. Mr. Lippert was not an Executive Officer as of the Record Date and had no Stock Options exercisable in the 60-day Period. None of the Directors, except for Mr. Khalaf, held any Stock Options. Mr. Kandarian was not a Director as of the Record Date.
|
4
|
Includes Shares deferred under the Company’s nonqualified deferred compensation program (Deferred Shares) that the Director or Active Named Executive Officer could have acquired within the 60-day Period, 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 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
|
|
14,616
|
|
R. Glenn Hubbard, Ph.D.
|
|
55,591
|
|
James M. Kilts
|
|
10,384
|
|
|
Gerald L. Hassell
|
|
8,341
|
|
Edward J. Kelly, III
|
|
3,828
|
|
Catherine R. Kinney
|
|
32,048
|
|
|
David L. Herzog
|
|
1,031
|
|
William E. Kennard
|
|
24,139
|
|
Diana L. McKenzie
|
|
5,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
Mr. Kandarian retired as Chairman, President and Chief Executive Officer effective April 30, 2019. Mr. Lippert’s service as Executive Officer with the Company ended April 30, 2019. Information reported in this table and the notes hereto with respect to Mr. Kandarian and Mr. Lippert is limited to Stock Options exercisable in the 60-day Period, as described in note (3). Mr. Lippert had no Stock Options exercisable in the 60-day Period.
|
6
|
Includes 236 Shares held by a limited partnership in which Mr. Kilts and members of his family hold indirect interests.
|
7
|
This information is reported as of February 14, 2020. The Board of Directors as an entity, but not any Director in his or her individual capacity, is deemed to beneficially own the Shares held by the PH Trust because the Board directs the voting of those Shares on certain matters. This number of Shares deemed owned by the Board of Directors is reflected in Amendment No. 80 to Schedule 13D referred to under the heading Security Ownership of Certain Beneficial Owners.
|
8
|
Does not include Shares in the PH Trust the Board of Directors beneficially owned, as an entity, as described in note (7). Includes Shares in the PH Trust allocated to the Directors and Executive Officers in their individual capacities, as described in note (2). Includes 81,833 Shares that were subject to Stock Options exercisable, and 155,965 Deferred Shares that could have been acquired, in the 60-day Period, by all Directors and Executive Officers of the Company, as a group, as described in notes (3) and (4), respectively.
|
|
118
|
|
|
|
|
|
|
|
Name
|
|
Deferred Shares
Not Beneficially Owned
|
|
|
|
|
|
|
|
Cheryl W. Grisé
|
|
44,101
|
|
|
David L. Herzog
|
|
4,127
|
|
|
Edward J. Kelly, III
|
|
15,313
|
|
|
James M. Kilts
|
|
48,102
|
|
|
Catherine R. Kinney
|
|
1
|
|
|
|
|
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
139,967,773
|
|
|
|
15.3%
|
|
|
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
|
|
|
69,013,076
|
|
|
|
7.5%
|
|
|
The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
62,071,874
|
|
|
|
6.74%
|
|
|
Dodge & Cox (4)
555 California Street, 40th Floor
San Francisco, CA 94104
|
|
|
46,452,543
|
|
|
|
5.1%
|
|
|
|
|
|
|
|
|
|
|
1
|
The Board of Directors of the Company has reported to the SEC that, as of February 14, 2020, it, as an entity, had shared voting power over 139,967,773 Shares held in the MetLife Policyholder Trust (the PH Trust). The Board’s report is in Amendment No. 80, filed on February 21, 2020, to the Board’s Schedule 13D. MetLife created the PH 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 the PH Trust, which is the record owner of the Shares. Wilmington Trust Company serves as trustee. The PH Trust beneficiaries have sole investment power over the Shares, and can direct the trustee to vote their Shares on matters identified in the PH Trust agreement. However, the PH Trust agreement directs the trustee to vote the Shares held in the PH 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 PH 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 5, 2020 by BlackRock, Inc., which reported beneficial ownership as of December 31, 2019 of 69,013,076 Shares, constituting 7.5% of the Shares, with sole voting power with respect to 59,209,439 of the Shares, sole dispositive power with respect to 69,013,076 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 12, 2020 by The Vanguard Group, which reported beneficial ownership as of December 31, 2019 of 62,071,874 Shares, constituting 6.74% of the Shares, with sole voting power with respect to 1,156,491 of the Shares, sole dispositive power with respect to 60,743,697 of the Shares, shared voting power with respect to 227,909 of the Shares, and shared dispositive power with respect to 1,328,177 of the Shares.
|
4
|
This information is based solely on a Schedule 13G filed with the SEC on February 13, 2020 by Dodge & Cox, which reported beneficial ownership as of December 31, 2019 of 46,452,543 Shares, constituting 5.1% of the Shares, with sole voting power with respect to 44,066,163 of the Shares, sole dispositive power with respect to 46,452,543 of the Shares, and shared voting and dispositive power with respect to 0 of the Shares.
|
|
120
|
|
|
121
|
|
•
|
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 15, 2020; 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 15, 2020;
|
•
|
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 15, 2020; or
|
•
|
attending the Annual Meeting and voting in person.
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 the Company’s independent auditor for 2020
|
|
|
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.
|
|
123
|
|
|
124
|
|
|
125
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Comparator Group Company
|
|
Revenues
($) (1) (3)
|
|
Total Assets
($) (1) (4)
|
|
Market Capitalization
($) (2) (4)
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
Aflac Inc.
|
|
22,307
|
|
|
152,768
|
|
|
38,447
|
|
|
|||
|
Allstate Corp
|
|
44,675
|
|
|
119,950
|
|
|
35,872
|
|
|
|||
|
American Express Company (6)
|
|
43,556
|
|
|
198,321
|
|
|
100,837
|
|
|
|||
|
American International Group
|
|
49,746
|
|
|
525,064
|
|
|
44,657
|
|
|
|||
|
AXA SA (5) (7)
|
|
116,256
|
|
|
876,848
|
|
|
68,143
|
|
|
|||
|
Bank of America Corporation (6)
|
|
91,244
|
|
|
2,434,079
|
|
|
311,209
|
|
|
|||
|
Citigroup Inc. (6)
|
|
74,286
|
|
|
1,951,158
|
|
|
168,897
|
|
|
|||
|
Hartford Financial Services
|
|
20,740
|
|
|
70,817
|
|
|
21,851
|
|
|
|||
|
HSBC Holdings plc (5) (6)
|
|
56,098
|
|
|
2,715,152
|
|
|
159,467
|
|
|
|||
|
JPMorgan Chase & Co. (6)
|
|
115,627
|
|
|
2,687,379
|
|
|
429,913
|
|
|
|||
|
Manulife Financial Corp. (5) (8)
|
|
61,253
|
|
|
622,868
|
|
|
39,549
|
|
|
|||
|
Morgan Stanley (6)
|
|
41,419
|
|
|
895,429
|
|
|
81,484
|
|
|
|||
|
Prudential Financial Inc.
|
|
64,807
|
|
|
896,552
|
|
|
37,387
|
|
|
|||
|
Sun Life Financial Inc. (5) (8)
|
|
30,545
|
|
|
228,786
|
|
|
26,801
|
|
|
|||
|
The Travelers Companies, Inc.
|
|
31,581
|
|
|
110,122
|
|
|
34,991
|
|
|
|||
|
U.S. Bancorp (6)
|
|
22,986
|
|
|
495,426
|
|
|
90,960
|
|
|
|||
|
Wells Fargo & Company (6)
|
|
85,063
|
|
|
1,927,555
|
|
|
222,432
|
|
|
|||
|
MetLife
|
|
69,620
|
|
|
740,463
|
|
|
46,655
|
|
|
|||
|
|
|
|
|
|
|
|
|
1
|
Source: 2019 Annual Reports on Forms 10-K, 20-F or 40-F as applicable, except source for AXA S.A.: Registration Document 2019 - Annual Financial Report.
|
2
|
Source: Bloomberg.
|
3
|
Amounts in millions for fiscal year ended December 31, 2019.
|
4
|
Amounts in millions as of December 31, 2019.
|
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.$1.1229, the exchange rate as of December 31, 2019.
|
8
|
Amounts converted from Canadian dollars at CAD$1 = U.S.$0.7698, the exchange rate as of December 31, 2019.
|
|
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 from 100%. For each one percent deviation outside of that three percent corridor, the Performance Funding Level moves 2.5% up or down from 100%, 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 2019 Adjusted Earnings for certain items. See “Annual Incentive Awards” in How Did We Compensate Our CEO and Other Named Executive Officers?
|
|
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
|
|
|
|
|
|
|
|
|
|
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
2017-2019 Performance Period
|
|
2018-2020 Performance Period
|
|
2019-2021 Performance Period
|
|
2020-2022 Performance Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aegon N.V.
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Aflac Incorporated
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
AIA Group Limited
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Allianz SE
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
American International Group, Inc.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Assicurazioni Generali S.p.A.
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Aviva PLC
|
|
ü
|
|
ü
|
|
|
|
|
|
|
AXA S.A.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Chubb Limited
|
|
|
|
|
|
ü
|
|
ü
|
|
|
Globe Life Inc.
|
|
|
|
|
|
ü
|
|
ü
|
|
|
Legal & General Group PLC
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Lincoln National Corporation
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Manulife Financial Corporation
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Ping An Insurance (Group) Company of China, Ltd.
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Principal Financial Group, Inc.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Prudential Financial, Inc.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Prudential plc
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Sun Life Financial Inc.
|
|
|
|
|
|
ü
|
|
ü
|
|
|
The Allstate Corporation
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
The Dai-ichi Life Insurance Company, Limited
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
The Hartford Financial Services Group Inc.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
The Travelers Companies, Inc.
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Unum Group
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Zurich Financial Services AG
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-4
|
|
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 accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (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.
|
|
|
|
|
|
|
B-1
|
|
|
B-2
|
|
•
|
adjusted earnings available to common shareholders;
|
•
|
adjusted earnings available to common shareholders, excluding total notable items;
|
•
|
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.
|
•
|
Universal life and investment-type product policy fees excludes the amortization of unearned revenue related to NIGL and NDGL (Unearned revenue adjustments) and certain variable annuity guaranteed minimum income benefits (GMIB) fees (GMIB fees);
|
•
|
Net investment income: (i) includes adjustments for 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
|
|
B-3
|
|
•
|
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) amortization of basis adjustments associated with de-designated fair value hedges of future policy benefits, (ii) changes in the policyholder dividend obligation related to NIGL and NDGL, (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, (iv) benefits and hedging costs related to GMIBs (GMIB costs), and (v) 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;
|
•
|
Interest expense on debt excludes certain amounts related to securitization entities that are VIEs consolidated under GAAP; and
|
•
|
Other expenses excludes: (i) noncontrolling interests, (ii) implementation of new insurance regulatory requirements costs (Regulatory implementation costs), and (iii) acquisition, integration and other costs. Other expenses includes TSA fees.
|
•
|
Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA: total 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.
|
•
|
Total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA): total 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.
|
|
B-4
|
|
•
|
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, excluding total notable items divided by MetLife, Inc.’s average common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA).
|
•
|
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.
|
•
|
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
|
|
B-5
|
|
•
|
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.
|
•
|
Third Party Assets Under Management (TP AUM) is comprised of non-proprietary assets managed by MetLife on behalf of unaffiliated/third party clients, which are stated at estimated fair value. Such non-proprietary assets are owned by unaffiliated/third party clients and, accordingly, are not included in MetLife, Inc.’s consolidated financial statements.
|
|
B-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
2018
|
|
|
2019
|
|
||||||||||||||
|
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||||
|
|
|
|
|
|
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
|
|
|
$
|
4,982
|
|
|
$
|
4.91
|
|
|
|
|
$
|
5,721
|
|
|
$
|
6.06
|
|
|
|
|
Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Less: Net investment gains (losses)
|
|
|
(298
|
)
|
|
(0.29
|
)
|
|
|
|
444
|
|
|
0.47
|
|
|
|
||||
|
Less: Net derivative gains (losses)
|
|
|
851
|
|
|
0.84
|
|
|
|
|
628
|
|
|
0.66
|
|
|
|
||||
|
Less: Other adjustments to continuing operations
|
|
|
(941
|
)
|
|
(0.95
|
)
|
|
|
|
(881
|
)
|
|
(0.93
|
)
|
|
|
||||
|
Less: Provision for income tax (expense) benefit
|
|
|
(86
|
)
|
|
(0.08
|
)
|
|
|
|
(227
|
)
|
|
(0.24
|
)
|
|
|
||||
|
Add: Net income (loss) attributable to noncontrolling interests
|
|
|
5
|
|
|
—
|
|
|
|
|
10
|
|
|
0.01
|
|
|
|
||||
|
Adjusted earnings available to common shareholders
|
|
|
$
|
5,461
|
|
|
$
|
5.39
|
|
|
|
|
$
|
5,767
|
|
|
$
|
6.11
|
|
|
|
|
Less: Total notable items
|
|
|
(103
|
)
|
|
(0.10
|
)
|
|
|
|
47
|
|
|
0.05
|
|
|
|
||||
|
Adjusted earnings available to common shareholders, excluding total notable items
|
|
|
$
|
5,564
|
|
|
$
|
5.49
|
|
|
|
|
$
|
5,720
|
|
|
$
|
6.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average common shares outstanding—diluted
|
|
|
|
|
1,013.9
|
|
|
|
|
|
|
944.4
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate & Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted earnings available to common shareholders
|
|
|
|
|
|
|
|
|
|
$
|
(401
|
)
|
|
|
|
|
|||||
|
Less: Total notable items
|
|
|
|
|
|
|
|
|
207
|
|
|
|
|
|
|||||||
|
Adjusted earnings available to common shareholders, excluding total notable items
|
|
|
|
|
|
|
|
|
$
|
(608
|
)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted earnings available to common shareholders, excluding Corporate & Other and total notable items
|
|
|
|
|
|
|
|
|
$
|
6,328
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
2016
|
|
2017
|
|
||||||||||||
|
|
|
|
(In millions)
|
|
||||||||||||||
|
|
|
|
|
|
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
|
|
|
$
|
747
|
|
|
$
|
0.67
|
|
|
$
|
3,907
|
|
|
$
|
3.62
|
|
|
|
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
|
|
|
0.29
|
|
|
(308
|
)
|
|
(0.29
|
)
|
|
||||
|
Less: Net derivative gains (losses)
|
|
|
(690
|
)
|
|
(0.64
|
)
|
|
(590
|
)
|
|
(0.55
|
)
|
|
||||
|
Less: Other adjustments to continuing operations
|
|
|
(481
|
)
|
|
(0.43
|
)
|
|
(1,622
|
)
|
|
(1.51
|
)
|
|
||||
|
Less: Provision for income tax (expense) benefit
|
|
|
306
|
|
|
0.27
|
|
|
3,188
|
|
|
2.96
|
|
|
||||
|
Less: Income (loss) from discontinued operations, net of income tax
|
|
|
(2,734
|
)
|
|
(2.46
|
)
|
|
(986
|
)
|
|
(0.91
|
)
|
|
||||
|
Add: Net income (loss) attributable to noncontrolling interests
|
|
|
4
|
|
|
—
|
|
|
10
|
|
|
0.01
|
|
|
||||
|
Adjusted earnings available to common shareholders
|
|
|
$
|
4,033
|
|
|
$
|
3.64
|
|
|
$
|
4,235
|
|
|
$
|
3.93
|
|
|
|
Less: Total notable items
|
|
|
(709
|
)
|
|
(0.64
|
)
|
|
(622
|
)
|
|
(0.58
|
)
|
|
||||
|
Adjusted earnings available to common shareholders, excluding total notable items
|
|
|
$
|
4,742
|
|
|
$
|
4.28
|
|
|
$
|
4,857
|
|
|
$
|
4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average common shares outstanding — diluted (in millions)
|
|
|
|
|
1,108.5
|
|
|
|
|
1,078.5
|
|
|
(In millions)
|
|
2019
|
||||||||||||||||||
|
|
U.S.
|
|
Asia
|
|
Latin America
|
|
EMEA
|
|
MetLife Holdings
|
||||||||||
Adjusted earnings available to common shareholders
|
|
$
|
2,838
|
|
|
$
|
1,405
|
|
|
$
|
609
|
|
|
$
|
282
|
|
|
$
|
1,034
|
|
Less: Total notable items
|
|
—
|
|
|
(19
|
)
|
|
10
|
|
|
(13
|
)
|
|
(138
|
)
|
|||||
Adjusted earnings available to common shareholders, excluding total notable items
|
|
$
|
2,838
|
|
|
$
|
1,424
|
|
|
$
|
599
|
|
|
295
|
|
|
$
|
1,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
||||||||||
|
|
|
|
(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
|
)
|
|
|
$
|
(3,152
|
)
|
|
|
$
|
(3,002
|
)
|
|
|
$
|
(3,254
|
)
|
|
|
$
|
(3,358
|
)
|
|
Less: Divested businesses and lag elimination (2)
|
|
|
120
|
|
|
|
(1
|
)
|
|
|
34
|
|
|
|
(1
|
)
|
|
|
(20
|
)
|
|||||
|
Capitalization of DAC, as reported on an adjusted basis
|
|
|
$
|
(3,439
|
)
|
|
|
$
|
(3,151
|
)
|
|
|
$
|
(3,036
|
)
|
|
|
$
|
(3,253
|
)
|
|
|
$
|
(3,338
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Reconciliation of Other Expenses to Other Expenses, as reported on an adjusted basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other expenses
|
|
|
$
|
14,105
|
|
|
|
$
|
13,295
|
|
|
|
$
|
12,953
|
|
|
|
$
|
12,927
|
|
|
|
$
|
13,229
|
|
|
Less: Noncontrolling interest
|
|
|
(13
|
)
|
|
|
(6
|
)
|
|
|
(12
|
)
|
|
|
(10
|
)
|
|
|
(15
|
)
|
|||||
|
Less: Regulatory implementation costs
|
|
|
2
|
|
|
|
1
|
|
|
|
—
|
|
|
|
11
|
|
|
|
18
|
|
|||||
|
Less: Acquisitions, integration and other costs
|
|
|
28
|
|
|
|
64
|
|
|
|
65
|
|
|
|
24
|
|
|
|
44
|
|
|||||
|
Less: TSA fees
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
305
|
|
|
|
246
|
|
|||||
|
Less: Divested businesses and lag elimination (2)
|
|
|
265
|
|
|
|
296
|
|
|
|
491
|
|
|
|
68
|
|
|
|
158
|
|
|||||
|
Other expenses, as reported on an adjusted basis
|
|
|
$
|
13,823
|
|
|
|
$
|
12,940
|
|
|
|
$
|
12,409
|
|
|
|
$
|
12,529
|
|
|
|
$
|
12,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other Detail and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other expenses
|
|
|
$
|
14,105
|
|
|
|
$
|
13,295
|
|
|
|
$
|
12,953
|
|
|
|
$
|
12,927
|
|
|
|
$
|
13,229
|
|
|
Capitalization of DAC
|
|
|
(3,319
|
)
|
|
|
(3,152
|
)
|
|
|
(3,002
|
)
|
|
|
(3,254
|
)
|
|
|
(3,358
|
)
|
|||||
|
Other expenses, net of capitalization of DAC
|
|
|
$
|
10,786
|
|
|
|
$
|
10,143
|
|
|
|
$
|
9,951
|
|
|
|
$
|
9,673
|
|
|
|
$
|
9,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Premiums, fees and other revenues
|
|
|
$
|
43,900
|
|
|
|
$
|
44,370
|
|
|
|
$
|
45,843
|
|
|
|
$
|
51,222
|
|
|
|
$
|
49,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Expense ratio
|
|
|
24.6
|
%
|
|
|
22.9
|
%
|
|
|
21.7
|
%
|
|
|
18.9
|
%
|
|
|
19.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Direct expenses
|
|
|
$
|
6,444
|
|
|
|
$
|
5,754
|
|
|
|
$
|
6,006
|
|
|
|
$
|
5,874
|
|
|
|
$
|
5,977
|
|
|
Less: Total notable items related to direct expenses
|
|
|
362
|
|
|
|
79
|
|
|
|
296
|
|
|
|
214
|
|
|
|
338
|
|
|||||
|
Direct expenses, excluding total notable items related to direct expenses
|
|
|
$
|
6,082
|
|
|
|
$
|
5,675
|
|
|
|
$
|
5,710
|
|
|
|
$
|
5,660
|
|
|
|
$
|
5,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other expenses, as reported on an adjusted basis
|
|
|
$
|
13,823
|
|
|
|
$
|
12,940
|
|
|
|
$
|
12,409
|
|
|
|
$
|
12,529
|
|
|
|
$
|
12,778
|
|
|
Capitalization of DAC, as reported on an adjusted basis
|
|
|
(3,439
|
)
|
|
|
(3,151
|
)
|
|
|
(3,036
|
)
|
|
|
(3,253
|
)
|
|
|
(3,338
|
)
|
|||||
|
Other expenses, net of capitalization of DAC, as reported on an adjusted basis
|
|
|
$
|
10,384
|
|
|
|
$
|
9,789
|
|
|
|
$
|
9,373
|
|
|
|
$
|
9,276
|
|
|
|
$
|
9,440
|
|
|
Less: Total notable items related to other expenses, as reported on an adjusted basis
|
|
|
362
|
|
|
|
507
|
|
|
|
377
|
|
|
|
214
|
|
|
|
338
|
|
|||||
|
Other expenses, net of capitalization of DAC excluding total notable items related to other expenses, as reported on an adjusted basis
|
|
|
$
|
10,022
|
|
|
|
$
|
9,282
|
|
|
|
$
|
8,996
|
|
|
|
$
|
9,062
|
|
|
|
$
|
9,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Adjusted premiums, fees and other revenues
|
|
|
$
|
44,329
|
|
|
|
$
|
44,479
|
|
|
|
$
|
46,200
|
|
|
|
$
|
50,778
|
|
|
|
$
|
49,144
|
|
|
Less: PRT
|
|
|
1,740
|
|
|
|
1,761
|
|
|
|
3,305
|
|
|
|
6,894
|
|
|
|
4,346
|
|
|||||
|
Adjusted premiums, fees and other revenues, excluding PRT
|
|
|
$
|
42,589
|
|
|
|
$
|
42,718
|
|
|
|
$
|
42,895
|
|
|
|
$
|
43,884
|
|
|
|
$
|
44,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Direct expense ratio
|
|
|
14.5
|
%
|
|
|
12.9
|
%
|
|
|
13.0
|
%
|
|
|
11.6
|
%
|
|
|
12.2
|
%
|
|||||
|
Direct expense ratio, excluding total notable items related to direct expenses and PRT
|
|
|
14.3
|
%
|
|
|
13.3
|
%
|
|
|
13.3
|
%
|
|
|
12.9
|
%
|
|
|
12.6
|
%
|
|||||
|
Adjusted expense ratio
|
|
|
23.4
|
%
|
|
|
22.0
|
%
|
|
|
20.3
|
%
|
|
|
18.3
|
%
|
|
|
19.2
|
%
|
|||||
|
Adjusted expense ratio, excluding total notable items related to direct expenses and PRT
|
|
|
23.5
|
%
|
|
|
21.7
|
%
|
|
|
21.0
|
%
|
|
|
20.6
|
%
|
|
|
20.3
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Return on Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Return on MetLife, Inc.’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Common stockholders’ equity
|
|
|
1.0
|
%
|
|
|
6.3
|
%
|
|
|
9.6
|
%
|
|
|
9.8
|
%
|
|
||
|
Common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
1.3
|
%
|
|
|
7.7
|
%
|
|
|
11.5
|
%
|
|
|
13.0
|
%
|
|
||
|
Adjusted return on MetLife, Inc.’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Common stockholders’ equity
|
|
|
5.6
|
%
|
|
|
6.8
|
%
|
|
|
10.6
|
%
|
|
|
9.8
|
%
|
|
||
|
Common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
7.0
|
%
|
|
|
8.4
|
%
|
|
|
12.6
|
%
|
|
|
13.1
|
%
|
|
||
|
Common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA)
|
|
|
8.2
|
%
|
|
|
9.6
|
%
|
|
|
12.8
|
%
|
|
|
13.0
|
%
|
|
||
|
Book Value(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Book value per common share
|
|
|
|
|
|
|
|
|
$
|
51.53
|
|
|
|
$
|
68.62
|
|
|
||
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
|
|
|
|
|
|
9.03
|
|
|
|
21.84
|
|
|
||||
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
|
|
|
|
|
|
(2.12
|
)
|
|
|
(2.19
|
)
|
|
||||
|
Book value per common share, excluding AOCI other than FCTA
|
|
|
|
|
|
|
|
|
$
|
44.62
|
|
|
|
$
|
48.97
|
|
|
||
|
Common shares outstanding, end of period (In millions)
|
|
|
|
|
|
|
|
|
958.6
|
|
|
|
915.3
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
||||||||
|
|
|
|
(In millions)
|
|
|||||||||||||||||
|
MetLife, Inc.’s Common Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total MetLife, Inc.’s stockholders’ equity
|
|
|
$
|
67,531
|
|
|
|
$
|
58,676
|
|
|
|
$
|
52,741
|
|
|
|
$
|
66,144
|
|
|
|
Less: Preferred stock
|
|
|
2,066
|
|
|
|
2,066
|
|
|
|
3,340
|
|
|
|
3,340
|
|
|
||||
|
MetLife, Inc.’s common stockholders’ equity
|
|
|
65,465
|
|
|
|
56,610
|
|
|
|
49,401
|
|
|
|
62,804
|
|
|
||||
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
12,650
|
|
|
|
13,662
|
|
|
|
8,655
|
|
|
|
19,981
|
|
|
||||
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
(1,972
|
)
|
|
|
(1,845
|
)
|
|
|
(2,028
|
)
|
|
|
(2,002
|
)
|
|
||||
|
Total MetLife, Inc.’s common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
$
|
54,787
|
|
|
|
$
|
44,793
|
|
|
|
$
|
42,774
|
|
|
|
$
|
44,825
|
|
|
|
Less: Accumulated total notable items
|
|
|
(709
|
)
|
|
|
(622
|
)
|
|
|
(103
|
)
|
|
|
$
|
47
|
|
|
|||
|
Total MetLife, Inc.’s common stockholders’ equity, excluding total notable items (excludes AOCI other than FCTA)
|
|
|
$
|
55,496
|
|
|
|
$
|
45,415
|
|
|
|
$
|
42,877
|
|
|
|
$
|
44,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average common stockholders’ equity
|
|
|
$
|
71,959
|
|
|
|
$
|
62,154
|
|
|
|
$
|
51,668
|
|
|
|
$
|
58,575
|
|
|
|
Average common stockholders’ equity, excluding AOCI other than FCTA
|
|
|
$
|
57,609
|
|
|
|
$
|
50,491
|
|
|
|
$
|
43,427
|
|
|
|
$
|
43,929
|
|
|
|
Average common stockholders’ equity, excluding total notable items (excluding AOCI other than FCTA)
|
|
|
$
|
57,985
|
|
|
|
$
|
50,651
|
|
|
|
$
|
43,487
|
|
|
|
$
|
44,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
||||||||||
|
|
|
|
(In millions)
|
|
||||||||||||||||||
|
Total Company—Premiums, Fees and Other Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Premiums, fees and other revenues
|
|
|
$
|
43,900
|
|
|
$
|
44,370
|
|
|
$
|
45,843
|
|
|
$
|
51,222
|
|
|
$
|
49,680
|
|
|
|
Less: Unearned revenue adjustments
|
|
|
7
|
|
|
30
|
|
|
12
|
|
|
(7
|
)
|
|
97
|
|
|
|||||
|
Less: GMIB fees
|
|
|
97
|
|
|
124
|
|
|
125
|
|
|
120
|
|
|
108
|
|
|
|||||
|
Less: Settlement of foreign currency earnings hedges
|
|
|
(37
|
)
|
|
4
|
|
|
22
|
|
|
19
|
|
|
9
|
|
|
|||||
|
Less: TSA fees
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
246
|
|
|
|||||
|
Less: Divested businesses and lag elimination (2)
|
|
|
(496
|
)
|
|
(267
|
)
|
|
(516
|
)
|
|
7
|
|
|
76
|
|
|
|||||
|
Adjusted premiums, fees and other revenues
|
|
|
$
|
44,329
|
|
|
$
|
44,479
|
|
|
$
|
46,200
|
|
|
$
|
50,778
|
|
|
$
|
49,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
||||||
|
|
(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
|
|
|
$
|
6.5
|
|
|
|
$
|
5.5
|
|
|
|
$
|
4.2
|
|
|
Adjustments from net cash provided by operating activities to free cash flow:
|
|
|
|
|
|
|
|
|
|
||||||
|
Add: Incremental debt to be at or below target leverage ratios
|
|
|
—
|
|
|
|
—
|
|
|
|
0.5
|
|
|||
|
Add: Adjustments from net cash provided by operating activities to free cash flow (4)
|
|
|
(0.3
|
)
|
|
|
(1.1
|
)
|
|
|
(0.3
|
)
|
|||
|
MetLife, Inc. (parent company only) free cash flow
|
|
|
6.2
|
|
|
|
4.4
|
|
|
|
4.4
|
|
|||
|
Other MetLife, Inc. holding companies free cash flow (5)
|
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
|
|
0.5
|
|
|||
|
Free cash flow of all holding companies (6)
|
|
|
$
|
5.7
|
|
|
|
$
|
3.4
|
|
|
|
$
|
4.9
|
|
|
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
|
|
|
$
|
6.5
|
|
|
|
$
|
5.5
|
|
|
|
$
|
4.2
|
|
|
Consolidated net income (loss) available to MetLife, Inc.’s common shareholders (6)
|
|
|
$
|
3.9
|
|
|
|
$
|
5.0
|
|
|
|
$
|
5.7
|
|
|
Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (6),(7)
|
|
|
165
|
%
|
|
|
110
|
%
|
|
|
73
|
%
|
|||
|
Ratio of free cash flow to adjusted earnings available to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||
|
Free cash flow of all holding companies (8)
|
|
|
$
|
5.7
|
|
|
|
$
|
3.4
|
|
|
|
$
|
4.9
|
|
|
Consolidated adjusted earnings available to common shareholders (8)
|
|
|
$
|
4.2
|
|
|
|
$
|
5.5
|
|
|
|
$
|
5.8
|
|
|
Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders (8)
|
|
|
134
|
%
|
|
|
62
|
%
|
|
|
86
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
B-11
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
2012
|
|
|
2013
|
|
||||
|
|
|
|
(In billions, except ratios)
|
|
|||||||
|
Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc. to Free Cash Flow of All Holding Companies (9)
|
|
|
|
|
|
|
|
||||
|
MetLife, Inc. (parent company only) net cash provided by operating activities
|
|
|
$
|
2.6
|
|
|
|
$
|
1.9
|
|
|
|
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 (4)
|
|
|
(1.5
|
)
|
|
|
0.2
|
|
|
||
|
MetLife, Inc. (parent company only) free cash flow
|
|
|
1.1
|
|
|
|
2.1
|
|
|
||
|
Other MetLife, Inc. holding companies free cash flow (5)
|
|
|
0.4
|
|
|
|
0.1
|
|
|
||
|
Free cash flow of all holding companies
|
|
|
$
|
1.5
|
|
|
|
$
|
2.2
|
|
|
|
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
|
|
|
$
|
2.6
|
|
|
|
$
|
1.9
|
|
|
|
Consolidated net income (loss) available to MetLife, Inc.’s common shareholders
|
|
|
$
|
1.2
|
|
|
|
$
|
3.2
|
|
|
|
Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders
|
|
|
218
|
%
|
|
|
57
|
%
|
|
||
|
Ratio of free cash flow to adjusted earnings available to common shareholders:
|
|
|
|
|
|
|
|
||||
|
Free cash flow of all holding companies
|
|
|
$
|
1.5
|
|
|
|
$
|
2.2
|
|
|
|
Consolidated adjusted earnings available to common shareholders
|
|
|
$
|
5.6
|
|
|
|
$
|
6.3
|
|
|
|
Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders
|
|
|
26
|
%
|
|
|
36
|
%
|
|
||
|
|
|
|
|
|
|
|
|
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
|
For the year ended December 31, 2016, Divested businesses and lag elimination includes adjustments related to the financial impact of converting MetLife’s Japan operations to calendar year end reporting without retrospective application of this change to prior periods.
|
3
|
Book values exclude $3,340 million of equity related to preferred stock at both December 31, 2019 and 2018.
|
4
|
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.
|
5
|
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.
|
6
|
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%.
|
7
|
Including the free cash flow of other MetLife, Inc. holding companies of $ 0.5 billion, ($1.0) billion and ($0.5) billion for the years ended December 31, 2019, 2018 and 2017, respectively, in the numerator of the ratio, this ratio, as adjusted, would be 83%, 90% and 153%, 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% and 141% for the years ended December 31, 2018 and 2017, respectively.
|
|
B-12
|
|
8
|
i) In 2019, consolidated adjusted earnings available to common shareholders was positively impacted by notable items, primarily related to tax related adjustments of $0.5 billion, net of income tax, partially offset by expense initiative costs of $0.3 billion, net of income tax. Excluding such notable items impacting consolidated adjusted earnings available to common shareholders from the denominator of the ratio, the adjusted free cash flow ratio for 2019, would be 87%.
|
9
|
As published, has not been modified for restatements, acquisitions or dispositions, discontinued operations or new accounting standards operations.
|
|
B-13
|
|