2024 Proxy Statement
Letter from the Chairman of the Board
Dear Fellow Shareholder:
We often refer to
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
Since 2019, the Board has also welcomed
We will also be saying farewell to two of our colleagues this year,
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.
Chairman of the Board
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2024 PROXY STATEMENT |
1 |
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2
Notice of Annual Meeting of Shareholders
Date & Time:
Items of Business
Place:
Virtually via the Internet at www.virtualshareholdermeeting.com/ MET2024
Record Date:
- 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 asMetLife, 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.
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,
Senior Vice President and Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on
The accompanying Proxy Statement, the
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2024 PROXY STATEMENT |
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Table of Contents
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About |
10 |
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Executive Leadership Team |
11 |
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Business Highlights |
12 |
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Executive Compensation Highlights |
14 |
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Executive Pay for Performance |
14 |
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Consistent Support for Executive Compensation |
14 |
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Program |
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Sustainability Highlights |
15 |
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Living Its Purpose |
15 |
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Select Highlights |
16 |
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Select Awards and Recognition |
17 |
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Commitments |
17 |
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Corporate Governance Highlights |
18 |
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Shareholder Engagement |
20 |
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Experienced and Diverse Board |
21 |
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Corporate Governance |
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Proposal 1 |
Election of Directors |
24 |
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Director Nominees |
25 |
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Information About the Board of Directors |
38 |
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Corporate Governance Framework |
38 |
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Foundational Documents |
38 |
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Corporate Governance Guidelines |
38 |
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Board Composition |
39 |
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Board Leadership Structure |
39 |
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Independent Oversight of Management |
40 |
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Independent Oversight of |
40 |
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Director Succession and Nomination Process |
42 |
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Retiring Directors |
44 |
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Board Refreshment |
44 |
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Director Orientation |
45 |
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Board, Committee, and Director Evaluations |
46 |
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Continuing Director Education |
47 |
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Other Board Commitments |
47 |
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Changes to Principal Occupation or Primary |
47 |
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Board's Primary Role and Responsibilities |
48 |
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Strategy and Business Oversight |
48 |
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Management Succession Planning Oversight |
48 |
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Risk Oversight |
48 |
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Corporate Governance Oversight |
50 |
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Cybersecurity Oversight |
50 |
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Sustainability Oversight |
51 |
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Board and Committee Meetings |
54 |
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Board Committees |
55 |
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Shareholder Engagement |
63 |
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Communications with the Company's Directors |
64 |
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Procedures for Reviewing Related |
64 |
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Person Transactions |
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Related Person Transactions |
65 |
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Compensation Committee Interlocks and |
65 |
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Insider Participation |
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Codes of Conduct |
65 |
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Director Indemnity Plan |
66 |
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Insider Trading Prohibited |
66 |
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Hedging and Pledging Prohibited |
66 |
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Director Share Ownership Guidelines |
66 |
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Director Compensation in 2023 |
67 |
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Audit Matters |
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Proposal 2 |
Ratification of |
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Appointment of the |
69 |
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Independent Auditor |
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Independent Auditor's Fees for 2023 and 2022 |
71 |
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Audit Committee Report |
72 |
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Executive Compensation |
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Proposal 3 |
Advisory Vote to Approve |
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the Compensation Paid to |
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the Company's Named |
74 |
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Executive Officers |
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Compensation Committee Report |
75 |
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Compensation Discussion and Analysis |
76 |
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Key Highlights |
77 |
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77 |
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Overview of Compensation Program |
78 |
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How did we perform? |
79 |
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79 |
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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
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?
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
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79 |
Potential Payments upon Termination or Change-in- |
124 |
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Control at 2023 Fiscal Year-End |
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81 |
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Pay versus Performance |
128 |
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81 |
Pay Ratio |
132 |
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81 |
Stock and Incentive Compensation Plan |
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Proposal 4 |
Approval of the |
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81 |
Inc. 2025 Stock and |
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Incentive Compensation |
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82 |
133 |
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Plan |
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83 |
Equity Compensation Plan Information at |
141 |
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90 |
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90 Shareholder Proposal
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Proposal 5 |
Shareholder Proposal |
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90 |
Requesting a Third-Party |
144 |
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Racial Equity Audit |
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91 |
Security Ownership Information |
148 |
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91 |
Security Ownership of Directors and Executive Officers |
148 |
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Delinquent Section 16(a) Reports |
149 |
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93 |
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Security Ownership of Certain Beneficial Owners |
149 |
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94 |
Other Information |
150 |
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94 |
Information About the Annual Meeting, Proxy Voting, |
150 |
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and the Board of Directors |
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Additional Information |
154 |
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96 |
Appendix A - Compensation Discussion and |
A-1 |
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99 |
Analysis Supplementary Information |
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101 |
Appendix B - Non-GAAP and Other |
B-1 |
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Financial Disclosures |
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101 |
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Appendix C - 2025 Stock and Incentive |
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C-1 |
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103 |
Compensation Plan |
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105 |
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106 |
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106 |
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107 |
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107 |
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107 |
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107 |
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108 |
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113 |
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115 |
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117 |
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118 |
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121 |
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2024 PROXY STATEMENT |
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A Note About Financial Measures
In this Proxy Statement,
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($ in millions, except per share data and as otherwise indicated) |
20211 |
20221 |
2023 |
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Net income (loss) available to |
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Net income (loss) available to |
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15.3% |
5.4% |
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Book value per common share |
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Expense ratio |
16.2% |
18.7% |
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Ratio of net cash provided by operating activities (parent company only) to consolidated net |
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income (loss) available to |
56% |
87% |
303% |
- Amounts for 2021 and 2022 have been restated to reflect the adoption of the Long-Duration Targeted Improvements (LDTI) accounting standard.
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2023 |
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Group |
RIS1 |
Latin |
EMEA2 |
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Corporate & |
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($ in millions) |
Benefits |
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America |
Holdings |
Other |
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Adjusted earnings available to common shareholders |
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( |
- RIS refers to Retirement and Income Solutions.
- EMEA refers to
Europe , theMiddle East , andAfrica .
This Proxy Statement contains references to Non-GAAP financial measures that are further described in Appendix B.
6
Proxy Statement Summary
This Proxy Statement contains information about the 2024 annual meeting of shareholders (the Annual Meeting) of
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
Place:
Virtually via the Internet at: www.virtualshareholdermeeting.com/MET2024
Voting Your Shares
Record Date
Voting
Shareholders as of the Record Date are entitled to vote. Each share of
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.
Telephone
1-800-690-6903 no later than
Complete, sign, and retuyour proxy card by mail (if you received printed copies of the proxy materials) so that it is received by
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2024 PROXY STATEMENT |
7 |
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PROPOSAL |
Election of 13 Director nominees named in this |
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01 |
Proxy Statement, each for a one-year term |
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The Board recommends a vote FOR each Director nominee |
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The following provides summary information about each Director nominee as of
Vote Required: Majority of shares voted
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Director Nominee |
Director |
Other Current |
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Since / Tenure1 |
Professional Background |
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2004 |
Former Executive Vice President, |
• |
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Independent |
20 Years |
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• |
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• |
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2013 |
Former |
• |
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Independent |
11 Years |
Corporation |
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2022 |
Senior Client Advisor, |
• |
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Independent |
1 Year |
• |
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2024 |
Former Partner and Global Head of |
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Independent |
Less Than |
Insurance, |
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1 Year |
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2016 |
Former Chief Financial Officer and |
• |
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Independent |
7 Years |
Executive Vice President, American |
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2007 |
Dean Emeritus and |
• |
BlackRock Fixed Income |
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Independent |
17 Years |
Professor of Economics and Finance, |
Funds (a fund complex |
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Chairman of the Board |
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comprised of 69 registered |
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Professor of Economics, Faculty of Arts |
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investment companies) |
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and Sciences, |
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2023 |
Partner, Paul, Weiss, Rifkind, Wharton & |
• |
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Independent |
1 Year |
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• |
Lockheed Martin |
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Corporation |
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2015 |
Former Chairman, Institutional Clients |
• |
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Independent |
9 Years |
Group, |
• |
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2013 |
Former |
• |
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Independent |
10 Years |
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• |
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2019 |
President and Chief Executive Officer, |
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Not Independent |
4 Years |
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2018 |
Former Chief Information Officer, |
• |
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Independent |
5 Years |
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• |
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Incorporated |
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2014 |
Former President and Chief Executive |
• |
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Independent |
10 Years |
Officer, |
• |
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2019 |
Former Global Chairman and Chief |
• |
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Independent |
4 Years |
Executive Officer, EY |
• |
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- 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
Proxy Statement Summary
PROPOSAL
02
Ratification of appointment of
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
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Approval of the |
Vote Required: |
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Incentive Compensation Plan |
Majority of |
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shares voted |
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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
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2024 PROXY STATEMENT |
9 |
Attachments
Disclaimer



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