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April 26, 2024 Newswires
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2024 Proxy Statement

U.S. Markets (Alternative Disclosure) via PUBT

Letter from the Chairman of the Board

MetLife, Inc.

200 Park Avenue, New York, NY 10166

April 26, 2024

Dear Fellow Shareholder:

We often refer to MetLife's Next Horizon Strategy as being "all-weather," and that was truly put to the test over this past year. The Company successfully navigated the uncertainties created by volatility in interest rates, geopolitical unrest and other factors. Through it all, the Company has continued to perform well and deliver strong results for our investors.

The path forward is equally unpredictable, though the Company's strategy and focus on execution position it well. One of the Board's primary responsibilities is Board composition and succession planning, making sure we have the right skills, talent and experience around the Board table to guide the Company into the future, regardless of what we may encounter. Toward that end, I am delighted to welcome Laura Hay as the newest member of the Board. Laura's extensive experience in insurance and financial services has enabled her to hit the ground running, and we are fortunate to have her on the team.

Since 2019, the Board has also welcomed Michel Khalaf (May 2019),

Mark Weinberger (August 2019), Carla Harris (April 2022), and Jeh Johnson (February 2023). Together with Laura, these newer directors represent over 38% of the total Board. The Board's oversight capabilities are strengthened by bringing tenured, experienced Board members with deep Company-specific knowledge and historical perspectives together with highly-qualified newer Board members with different backgrounds and experiences, fresh viewpoints and new ideas.

We will also be saying farewell to two of our colleagues this year, Catherine Kinney and Gerald Hassell, who are not standing for re-election pursuant to the Board's retirement age policy. We are grateful to them both for their combined 21 years of dedicated service and their countless contributions to the Company and the Board's work.

Please take the time to review this Proxy Statement and the accompanying materials to leamore about the Company, its people, practices and progress. Also, be sure to vote your shares so we have the benefit of your feedback. On behalf of the entire Board of Directors, I thank you for the trust you have placed in us as Directors. We are proud to serve as stewards of your investment.

R. Glenn Hubbard

Chairman of the Board

MetLife, Inc.

2024 PROXY STATEMENT

1

This page is intentionally left blank.

2

Notice of Annual Meeting of Shareholders

Date & Time:

June 18, 2024

2:30 p.m., EasteTime

Items of Business

Place:

Virtually via the Internet at www.virtualshareholdermeeting.com/ MET2024

Record Date:

April 19, 2024

  • The election of 13 Director nominees named in this Proxy Statement, each for a one-year term;
  • The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.'s independent auditor for 2024;
  • An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.'s Named Executive Officers;
  • The approval of the MetLife, Inc. 2025 Stock and Incentive Compensation Plan;
  • Consideration of one shareholder proposal, if properly presented at the Annual Meeting; and
  • Such other business as may properly come before the Annual Meeting.

Information about the business to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

MetLife, Inc. common stock shareholders of record at the close of business on April 19, 2024 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

We will hold the Annual Meeting solely by means of remote communication in a virtual-only format. There will be no in-person meeting. The virtual Annual Meeting allows all shareholders to join the meeting, regardless of location. As with an in-person meeting, shareholders will be able to vote, ask questions and exercise any other shareholder rights that shareholders would be entitled to exercise at the Annual Meeting. For additional details, including information on how to participate in the virtual-only Annual Meeting, see Information About the Annual Meeting, Proxy Voting, and the Board of Directors.

By Order of the Board of Directors,

Timothy J. Ring

Senior Vice President and Secretary

New York, New York

April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 18, 2024:

The accompanying Proxy Statement, the MetLife, Inc. 2023 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The 2024 annual meeting of shareholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/MET2024.

2024 PROXY STATEMENT

3

Table of Contents

Letter from the Chairman of the Board

1

Notice of Annual Meeting of Shareholders

3

A Note About Financial Measures

6

Proxy Statement Summary

7

Annual Meeting Overview

7

Meeting Details

7

Voting Your Shares

7

Proposals for Your Vote

8

About MetLife

10

Executive Leadership Team

11

Business Highlights

12

Executive Compensation Highlights

14

Executive Pay for Performance

14

Consistent Support for Executive Compensation

14

Program

Sustainability Highlights

15

Living Its Purpose

15

Select Highlights

16

Select Awards and Recognition

17

Commitments

17

Corporate Governance Highlights

18

Shareholder Engagement

20

Experienced and Diverse Board

21

Corporate Governance

Proposal 1

Election of Directors

24

Director Nominees

25

Information About the Board of Directors

38

Corporate Governance Framework

38

Foundational Documents

38

Corporate Governance Guidelines

38

Board Composition

39

Board Leadership Structure

39

Independent Oversight of Management

40

Independent Oversight of Outside Consultants

40

Director Succession and Nomination Process

42

Retiring Directors

44

Board Refreshment

44

Director Orientation

45

Board, Committee, and Director Evaluations

46

Continuing Director Education

47

Other Board Commitments

47

Changes to Principal Occupation or Primary

47

Business Association

Board's Primary Role and Responsibilities

48

Strategy and Business Oversight

48

Management Succession Planning Oversight

48

Risk Oversight

48

Corporate Governance Oversight

50

Cybersecurity Oversight

50

Sustainability Oversight

51

Board and Committee Meetings

54

Board Committees

55

Shareholder Engagement

63

Communications with the Company's Directors

64

Procedures for Reviewing Related

64

Person Transactions

Related Person Transactions

65

Compensation Committee Interlocks and

65

Insider Participation

Codes of Conduct

65

Director Indemnity Plan

66

Insider Trading Prohibited

66

Hedging and Pledging Prohibited

66

Director Share Ownership Guidelines

66

Director Compensation in 2023

67

Audit Matters

Proposal 2

Ratification of

Appointment of the

69

Independent Auditor

Independent Auditor's Fees for 2023 and 2022

71

Audit Committee Report

72

Executive Compensation

Proposal 3

Advisory Vote to Approve

the Compensation Paid to

the Company's Named

74

Executive Officers

Compensation Committee Report

75

Compensation Discussion and Analysis

76

Key Highlights

77

MetLife's Compensation Committee Continued to

77

Link Pay and Performance by

Overview of Compensation Program

78

How did we perform?

79

MetLife's Next Horizon Strategy

79

Highlights of Business Results

79

4

2023 Business Results

2023 Core Performance Versus 2023 Business Plan

2023 Business Plan Versus 2022 Core Performance

Highlights of Executive Performance and Compensation

Discussion and Compensation for 2023 Compensation for 2023 Performance Aspects of Executive Performance

What are our executive compensation practices? Compensation Philosophy and Objectives

Key Features of MetLife's Executive Compensation Program

2024 Say-on-Pay Vote and Shareholder Engagement

Components of Compensation and Benefits

Determining Total Compensation for 2023 Performance

How did we compensate our CEO and other Named Executive Officers?

Base Salary

Annual Incentive Awards Stock-BasedLong-Term Incentives Retirement and Other Benefits Perquisites

Potential Termination Payments

How do we review compensation against peer companies?

Comparator Group and Performance Share TSR Peer Group

How do we manage risk related to our compensation program?

Risk Management Executive Share Ownership

Stock-Based Award Timing Practices Tax Considerations

Accounting Considerations

Summary Compensation Table Grants of Plan-Based Awards in 2023 Outstanding Equity Awards at 2023 Fiscal Year-End Option Exercises and Stock Vested in 2023 Pension Benefits at 2023 Fiscal Year-End

Nonqualified Deferred Compensation at 2023 Fiscal Year-End

79

Potential Payments upon Termination or Change-in-

124

Control at 2023 Fiscal Year-End

81

Pay versus Performance

128

81

Pay Ratio

132

81

Stock and Incentive Compensation Plan

Proposal 4

Approval of the MetLife,

81

Inc. 2025 Stock and

Incentive Compensation

82

133

Plan

83

Equity Compensation Plan Information at

141

90

December 31, 2023

90 Shareholder Proposal

Proposal 5

Shareholder Proposal

90

Requesting a Third-Party

144

Racial Equity Audit

91

Security Ownership Information

148

91

Security Ownership of Directors and Executive Officers

148

Delinquent Section 16(a) Reports

149

93

Security Ownership of Certain Beneficial Owners

149

94

Other Information

150

94

Information About the Annual Meeting, Proxy Voting,

150

and the Board of Directors

94

Additional Information

154

96

Appendix A - Compensation Discussion and

A-1

99

Analysis Supplementary Information

101

Appendix B - Non-GAAP and Other

B-1

Financial Disclosures

101

Appendix C - 2025 Stock and Incentive

C-1

103

Compensation Plan

105

106

106

107

107

107

107

108

113

115

117

118

121

2024 PROXY STATEMENT

5

A Note About Financial Measures

In this Proxy Statement, MetLife, Inc. (including its corporate affiliates, where applicable, MetLife or the Company) presents certain measures of its performance that are not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). You should not view these Non-GAAP financial measures as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:

($ in millions, except per share data and as otherwise indicated)

20211

20221

2023

Net income (loss) available to MetLife, Inc.'s common shareholders

$5,099

$1,380

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

$6.30

$1.81

Retuon MetLife, Inc.'s common stockholder equity

15.3%

5.4%

Book value per common share

$33.45

$35.85

Expense ratio

16.2%

18.7%

Ratio of net cash provided by operating activities (parent company only) to consolidated net

income (loss) available to MetLife, Inc.'s common shareholders

56%

87%

303%

  • Amounts for 2021 and 2022 have been restated to reflect the adoption of the Long-Duration Targeted Improvements (LDTI) accounting standard.

2023

Group

RIS1

Latin

EMEA2

MetLife

Corporate &

($ in millions)

Benefits

Asia

America

Holdings

Other

Adjusted earnings available to common shareholders

$1,655

$1,708

$1,282

$840

$265

$733

($958)

  • RIS refers to Retirement and Income Solutions.
  • EMEA refers to Europe, the Middle East, and Africa.

This Proxy Statement contains references to Non-GAAP financial measures that are further described in Appendix B.

6

Table of Contents

Proxy Statement Summary

This Proxy Statement contains information about the 2024 annual meeting of shareholders (the Annual Meeting) of MetLife. The Company is providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors (the Board of Directors or the Board). It is sending certain shareholders a Notice of Internet Availability of Proxy Materials (Notice) on or about April 26, 2024. The Notice includes instructions on how to access the Proxy Statement, 2023 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 26, 2024. See "Accessing Your Proxy Materials" in Information About the Annual Meeting, Proxy Voting, and the Board of Directorsfor additional information.

This summary provides highlights of information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Annual Meeting Overview

Meeting Details

Date & Time

June 18, 2024

2:30 p.m., EasteTime

Place:

Virtually via the Internet at: www.virtualshareholdermeeting.com/MET2024

Voting Your Shares

Record Date

April 19, 2024

Voting

Shareholders as of the Record Date are entitled to vote. Each share of MetLife common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals.

Your vote is important. Shareholders of record may vote their shares electronically at the Annual Meeting or by using any of the methods indicated below. Beneficial owners whose shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions received from such nominee.

Internet

www.proxyvote.com

no later than 11:59 p.m., EasteTime,

June 17, 2024

Telephone

1-800-690-6903 no later than 11:59 p.m., EasteTime, June 17, 2024

Mail

Complete, sign, and retuyour 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. See "Voting Your Shares" in Information About the Annual Meeting, Proxy Voting, and the Board of Directorsfor additional information.

2024 PROXY STATEMENT

7

Table of Contents

Proxy Statement Summary

Proposals for Your Vote

PROPOSAL

Election of 13 Director nominees named in this

01

Proxy Statement, each for a one-year term

The Board recommends a vote FOR each Director nominee

The following provides summary information about each Director nominee as of April 26, 2024.

Vote Required: Majority of shares voted

Director Nominee

Director

Other Current U.S. Listed

Name, Age1 and Independence

Since / Tenure1

Professional Background

Public Company Directorships

Cheryl W. Grisé, 71

2004

Former Executive Vice President,

•

Dollar Tree, Inc.

Independent

20 Years

Northeast Utilities

•

ICF International, Inc.

•

PulteGroup, Inc.

Carlos M. Gutierrez, 70

2013

Former U.S. Secretary of Commerce

•

Occidental Petroleum

Independent

11 Years

Corporation

Carla A. Harris, 61

2022

Senior Client Advisor, Morgan Stanley

•

Cummins Inc.

Independent

1 Year

•

Walmart, Inc.

Laura J. Hay, 61

2024

Former Partner and Global Head of

Independent

Less Than

Insurance, KPMG LLP

1 Year

David L. Herzog, 64

2016

Former Chief Financial Officer and

•

DXC Technology Company

Independent

7 Years

Executive Vice President, American

International Group

R. Glenn Hubbard, Ph.D., 65

2007

Dean Emeritus and Russell L. Carson

•

BlackRock Fixed Income

Independent

17 Years

Professor of Economics and Finance,

Funds (a fund complex

Chairman of the Board

Graduate School of Business, and

comprised of 69 registered

Professor of Economics, Faculty of Arts

investment companies)

and Sciences, Columbia University

Jeh C. Johnson, 66

2023

Partner, Paul, Weiss, Rifkind, Wharton &

•

U.S. Steel Corporation

Independent

1 Year

Garrison, LLP

•

Lockheed Martin

Corporation

Edward J. Kelly, III, 70

2015

Former Chairman, Institutional Clients

•

Dollar Tree, Inc.

Independent

9 Years

Group, Citigroup Inc.

•

Citizens Financial Group

William E. Kennard, 67

2013

Former U.S. Ambassador to the

•

Ford Motor Company

Independent

10 Years

European Union

•

AT&T Inc.

Michel A. Khalaf, 60

2019

President and Chief Executive Officer,

Not Independent

4 Years

MetLife, Inc.

Diana L. McKenzie, 59

2018

Former Chief Information Officer,

•

Agilon Health, Inc.

Independent

5 Years

Workday, Inc.

•

Vertex Pharmaceuticals

Incorporated

Denise M. Morrison, 70

2014

Former President and Chief Executive

•

Quest Diagnostics Inc.

Independent

10 Years

Officer, Campbell Soup Company

•

Visa Inc.

Mark A. Weinberger, 62

2019

Former Global Chairman and Chief

•

Johnson & Johnson

Independent

4 Years

Executive Officer, EY

•

JPMorgan Chase & Co.

  • Based on age and tenure as of April 26, 2024. Rounded down to nearest year if less than one whole year as of the measurement date.

8

Table of Contents

Proxy Statement Summary

PROPOSAL

02

Ratification of appointment of Deloitte & Touche LLP as the Company's independent auditor for 2024

The Board recommends a vote FOR Proposal 2

Vote Required: Majority of shares voted

PROPOSAL

03

Non-binding advisory vote to approve the compensation paid to the Company's Named Executive Officers

The Board recommends a vote FOR Proposal 3

Vote Required: Majority of shares voted

PROPOSAL

04

Approval of the MetLife, Inc. 2025 Stock and

Vote Required:

Incentive Compensation Plan

Majority of

shares voted

The Board recommends a vote FOR Proposal 4

PROPOSAL

05

Shareholder proposal requesting a third-party racial equity audit

The Board recommends a vote AGAINST Proposal 5

Vote Required: Majority of shares voted

2024 PROXY STATEMENT

9

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Metlife Inc. published this content on 27 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2024 01:50:13 UTC.

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