Metlife Inc DEF 14A, filed Apr 28, 2023

Metlife Inc (MET)

DEF 14A 2023-04-28

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Added on June 12, 2026

About this DEF 14A

Metlife Inc filed this DEF 14A on April 28, 2023.

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Filed by the Registrant þ		Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under § 240.14a-12


Items of Business
1			The election of 14 Directors named in this 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 2023;
3			An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers;
4			An advisory (non-binding) vote on the frequency of future advisory votes to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and
5			Such other matters as may properly come before the meeting.


PROXY STATEMENT SUMMARY		4
Corporate Governance
Proposal 1	Election of Directors for a One-Year Term Ending at the 202 4 Annual Meeting of Shareholders	18

Director Nominees		19
Information About the Board of Directors		33
Corporate Governance		33
Board Composition		33
Board's Primary Role and Responsibilities		38
Strategy and Business Oversight		38
Management Succession Planning Oversight		38
Risk Oversight		39
Cybersecurity and Privacy Oversight		40
Sustainability Oversight		40
Information About Board Committees		43
Shareholder Engagement		49
Communications with the Company’s Directors		50
Procedures for Reviewing Related Person Transactions		51
Related Person Transactions		51
Codes of Conduct		52
Director Indemnity Plan		52
Compensation Committee Consultant		52
Compensation Committee Interlocks and Insider Participation		53
Insider Trading Prohibited		53
Hedging and Pledging Prohibited		53
Director Share Ownership Guidelines		53
Director Compensation in 2022		54
Audit Matters
Proposal 2	Ratification of Appointment of the Independent Auditor	56

Independent Auditor’s Fees for 2022 and 2021		57
Audit Committee Report		59
Executive Compensation
Proposal 3	Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers	60

Compensation Committee Report		61
Compensation Discussion and Analysis		62
Key Highlights		63
How did we perform?		65
MetLife’s Next Horizon Strategy		65
Highlights of Business Results		65
Highlights of Executive Performance and Compensation		67
What are our executive compensation practices?		76
Compensation Philosophy and Objectives		76
Key Features of MetLife’s Executive Compensation Program		76
2023 Say-on-Pay Vote and Shareholder Engagement		77
Components of Compensation and Benefits		77


Determining Total Compensation for 2022 Performance		79
How did we compensate our CEO and other Named Executive Officers?		80
Base Salary		80
Annual Incentive Awards		80
Stock-Based Long-Term Incentives		82
Retirement and Other Benefits		86
Perquisites		87
Potential Termination Payments		88
How do we review compensation against peer companies?		89
Comparator Group and Performance Share TSR Peer Group		91
How do we manage risk related to our compensation program?		92
Risk Management		92
Executive Share Ownership		93
Stock-Based Award Timing Practices		93
Tax Considerations		93
Accounting Considerations		93
Summary Compensation Table		94
Grants of Plan-Based Awards in 2022		99
Outstanding Equity Awards at 2022 Fiscal Year-End		101
Option Exercises and Stock Vested in 2022		103
Pension Benefits at 2022 Fiscal Year-End		104
Nonqualified Deferred Compensation at 2022 Fiscal Year-End		107
Potential Payments upon Termination or Change-in-Control at 2022 Fiscal Year-End		110
Pay Versus Performance		114
Pay Ratio		119

Proposal 4	Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers	120

Security Ownership Information		121
Security Ownership of Directors and Executive Officers		121
Delinquent Section 16(a) Reports		122
Security Ownership of Certain Beneficial Owners		122
Other Information		123
Information About the Annual Meeting, Proxy Voting, and the Board of Directors		123
Additional Information		127
Appendix A – Compensation Discussion and Analysis Supplementary Information		A-1
Appendix B – Non-GAAP and Other Financial Disclosures		B-1
Appendix C – Glossary		C-1




PROPOSAL 01	Election of 14 Directors named in this Proxy Statement to one-year terms		Vote Required: Majority of shares voted
		The Board recommends that you vote FOR each nominee


									MetLife, Inc. 200 Park Avenue, New York, NY 10166 April 28, 2023

									Dear Fellow Shareholder:


									As a professor of economics, I am often asked by my students, “What makes a company successful?” It is not an easy question because there are many things that can make a company successful, just as there are many things that can prevent a company from succeeding. A common response is having a winning strategy, but while essential, that is only half the answer. The other half is the Company’s ability to execute on its strategy. Going into 2022, our President and CEO Michel Khalaf described the year’s objective as achieving “the next ten yards” of MetLife’s Next Horizon Strategy. He, along with the rest of the management team, then delivered strong results that prepared the Company for economic uncertainty by managing capital to support responsible growth, balanced agility and stability, managed expenses, and strengthened a culture that attracted and developed top talent. In short, the team advanced the ball at least ten yards, and played well in all phases of the game. Shareholder and stakeholder expectations are the highest I have ever seen, and that is not surprising. Challenging economic times naturally make people more selective about where they put their money. Investors are not just looking for companies that provide strong long-term value creation, but are also looking for companies that have strong, long-term values. MetLife continues to deliver on both of these priorities. On behalf of the entire Board of Directors, thank you for your support and continued investment in MetLife. We feel privileged to have the opportunity to be part of this great Company. As we look ahead, it is as important as ever to ensure that we have the best possible talent in the boardroom. We recently welcomed Jeh Johnson to the Board, whose depth and breadth of experience in both the public and private sectors adds enormous value to the Board’s work, both now and for the future. This Proxy Statement contains a great deal of information about MetLife and its strategy, structure, and governance. I encourage you to review it carefully and vote your shares so that the Board has the benefit of your input as we continue our work. R. Glenn Hubbard Chairman of the Board MetLife, Inc.



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 20, 2023: The accompanying Proxy Statement, the MetLife, Inc. 2022 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The 2023 annual meeting of shareholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/MET2023.




			Date & Time June 20, 2023 2:30 p.m., Eastern Time						Place: Virtually via the Internet at www.virtualshareholdermeeting.com/MET2023




Record Date April 21, 2023			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.




PROPOSAL 02	Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2023		Vote Required: Majority of shares voted
		The Board recommends a vote FOR Proposal 2




PROPOSAL 03	Non-binding advisory vote to approve the compensation paid to the Company’s Named Executive Officers		Vote Required: Majority of shares voted
		The Board recommends a vote FOR Proposal 3




PROPOSAL 04	Non-binding advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s Named Executive Officers		Vote Required: Majority of shares voted
		The Board recommends a vote for ONE-YEAR on Proposal 4


($ in millions, except per share data and as otherwise indicated)	2019	2020	2021	2022
Net income (loss) available to MetLife, Inc.’s common shareholders			$6,353	$2,354
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share			$7.31	$2.91
Return on MetLife, Inc.’s common stockholder equity	9.8%	7.6%	9.7%	6.1%
Net investment income				$15,916
Book value per common share			$77.12	$29.81
Expense ratio			18.2%	16.0%
Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders		67%	59%	188%


2022
($ in millions)	U.S.	Group Benefits	Retirement and Income Solutions	Asia	Latin America	EMEA1	MetLife Holdings	Corporate & Other
Adjusted earnings available to common shareholders	$2,996	$1,311	$1,685	$1,378	$761	$246	$1,008	$(844)



150+ years of operation	40+ global markets where we operate		~45,000 employees1

No. 50 on the 2022 FORTUNE 500® list		$579.8 Billion in total assets under management2




Delivered on key financial commitments •Core Adjusted ROE of 12.1%, within our target range of 12-14% •Our average 2021 / 2022 Core Free Cash Flow Ratio totaled 68%, within our target range of 65% to 75% •Core Direct Expense Ratio of 12.2%, below our 12.3% target									Created shareholder value •Returned ~$4.9 billion to shareholders •Deployed approximately $3.8 billion of capital to support organic new business •Completed a record $12.2 billion of pension risk transfer transactions


g g			U.S.
g			Legacy Businesses (included in U.S.)
g			Non-U.S.



Corporate Sustainability Practices	Diversity, Equity and Inclusion	Climate and Environmental Action

•Named to Dow Jones Sustainability Index (North America), for the seventh consecutive year •Named one of America’s 100 Most JUST Companies by Forbes and JUST Capital •Named to Fortune Magazine’s list of the “World’s Most Admired Companies”	•Named to Seramount’s list of the “2022 Top Companies for Executive Women,” MetLife’s 15th time being recognized •Included on the Bloomberg Gender- Equality Index, for the eighth consecutive year •Named to Seramount’s list of the “2022+ Best Companies for Multicultural Women,” for the fifth consecutive year, in recognition of its success in promoting workplace inclusion for multicultural women •Achieved 100% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ-inclusive workplace policies and practices, for the 19th consecutive year •Named to Seramount's 2022 Inclusion Index, for the second consecutive year	•Received U.S. Environmental Protection Agency’s 2022 ENERGY STAR Partner of the Year- Sustained Excellence Award, receiving recognition for the fourth consecutive year •Received one 5-star rating and four 4-star ratings from the Global Real Estate Sustainability Benchmark for five of MetLife Investment Management’s real estate investment vehicles


n	Fixed Salary	n	LTI (vests over three years; realized value may differ)
n	Annual Cash Incentive	n	Variable (performance-based)
Percentages may not add up to 100% due to rounding.


Board Composition and Refreshment			Board Engagement and Accountability

•Independent Chairman of the Board •Independent Board committees (other than the Executive Committee) •Diverse Board •Regular Committee Chair assignment planning •Comprehensive Board refreshment program For additional information, see Information About the Board of Directors			•Board executive sessions at every regularly scheduled meeting without management present •Comprehensive annual Board and Committee assessment process •Director involvement in management meetings For additional information, see Information About the Board of Directors

Robust Shareholder Rights			Effective Policy Framework

•Annual shareholder election of all Directors •Shareholder right to call a special meeting •Majority vote standard for uncontested Director elections •No “poison pill” •Ongoing shareholder engagement For additional information, see Information About the Board of Directors			•Share ownership requirements for executives and Directors •Policy prohibiting hedging or pledging Company securities •Performance-based compensation recoupment (“clawback”) policy •Directors encouraged to limit public company board service to no more than three other boards For additional information, see Director Share Ownership Requirement, How do we manage risk related to our compensation pro gram, and Information About the Annual Meeting, Proxy Voting, and Board of Directors

Board Oversight of Risk			Cybersecurity Risk Oversight

•Active and robust practices in risk oversight. •Board of Directors, together and through its Committees, oversees and reviews: •design and implementation of the Company’s risk management •financial policies and strategies, risk targets and positions, capital planning and adequacy, and other financial matters •risk appetite measures and risk exposure considerations and guidelines •capital and liquidity management practices •assessment and management of material risks •analysis of current and future risks •internal controls over financial reporting, information security and cybersecurity •compliance with legal and regulatory requirement •risks associated with compensation arrangements •management succession and development plans, compliance responsibilities, activities and plans •policies, positions and disclosures regarding ESG matters •risks associated with the Company’s investment portfolio •reports on the conformity of investment activities to authorizations and guidelines For additional information, see Risk Oversight			•Board of Directors oversees information security program that •institutes and maintains controls for the systems, applications, and databases of the Company and of its third-party providers •protects the confidentiality, integrity and availability of all data the Company owns or possesses •includes controls and procedures for monitoring, detecting, reporting, containing, managing, and remediating cyber threats •Collaborative approach •Chief Information Security Officer (CISO) manages the program in collaboration with the Company’s businesses and functions •CISO and the head of Global Technology & Operations present updates to the Audit Committee quarterly and, as necessary, to the full Board For additional information, see Cybersecurity and Privacy Oversight


			Executive Leadership. Public company chief executive officer (CEO) or senior executive experience managing a complex organization.						Financial Expertise, CFO and Audit. Experience as financial expert and/or a public company chief financial officer (CFO) or audit partner.

			Corporate Governance / Public Company Board. Experience in public company corporate governance-related issues, policies, and best practices.						Risk Management. Experience in risk management with oversight of different types of risk.

			Financial Services. Experience working as a senior finance executive or insurance industry expertise.						Consumer Insight / Analytics. Experience in marketing and interpreting consumer behaviors.

			Global Literacy. Experience as a senior executive working for an international company or working or living in countries outside of the U.S.						Technology. Experience with innovative technology, digital, cybersecurity and technology-driven issues, and the related regulatory landscape.

			Regulated Industry / Government. Experience in operating businesses in similar, highly regulated industries, interacting with regulators, and policymakers and/or working in government.						Sustainability. Experience with the principles of environmental stewardship, social issues including DEI, philanthropy and community development, and aligning these activities and values to financial and operational performance and building trust with customers, employees and other stakeholders.

			Investments. Experience in financial investments markets and investment decisions and strategy.


A - Audit	E - Executive	G - Governance and Corporate Responsibility
C - Compensation	F - Finance and Risk	I - Investment
- Chair




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



The Chairman:
•Presides over shareholder meetings, Board of Directors meetings and executive sessions of Directors, with authority to call meetings of the Board and of the Independent Directors; •Establishes a relationship of trust with the CEO, providing guidance and advice; •Promotes and facilitates effective communication, and serves as a conduit between the Board and the CEO and other members of management; •Approves information sent to the Board for Board meetings, as appropriate; •Sets the agenda for Board meetings with input from the CEO; •Approves Board meeting schedules to ensure that there is sufficient time for robust discussion of all agenda items; •Confers with the CEO on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company;			•Provides guidance to the Board regarding the ongoing development of Directors; •Leads biennial self- and peer-Director evaluations, and provides one-on-one feedback to each Director; •Participates in the Compensation Committee’s annual performance evaluation of the CEO; •Oversees CEO and management succession planning with the Chair of the Governance Committee; •Ensures the efficient and effective performance and functioning of the Board; •Provides input on the composition of the Board and the membership and leadership of its Committees; •Represents the Board as appropriate in communications with shareholders and other stakeholders; and •Assists the Board, the Governance Committee, and management in promoting corporate governance best practices.


Director Category			Additional Board Service Limits (excluding MetLife affiliates)
Directors who serve as the CEO of a public company			No more than 2
Other Directors			No more than 3



Role of Management
While the Board and its Committees oversee risk management, the Company’s senior management is responsible for identifying, assessing, addressing and mitigating risk on a day-to-day basis and regularly reports to the Board and its committees on risk topics. To support the Board’s effective execution of its oversight role, MetLife operates under the “Three Lines of Defense” model (described below), where each employee has a role to play in risk management under the Company’s risk and control framework.




Lines of Defense

First	Second	Third
Lines of business and corporate functions identify, measure, monitor, manage, and report risk.	Independent from the lines of business and corporate functions, a centralized Global Risk Management department, led by the Company’s Chief Risk Officer who reports directly to the CEO, coordinates across all management risk committees to provide strategic advice and effective challenge and oversight to the first line of defense. The Chief Risk Officer reports regularly to the Board’s Finance and Risk and Compensation Committees and to senior management committees focused on financial and non-financial risks.	Internal Audit provides independent assurance and testing of the risk and control environment and related processes and controls.



Among the key features of the program are:
•A cybersecurity incident response team under the CISO’s direction, which is responsible for establishing and maintaining awareness of threats, vulnerabilities, and incidents •An incident response plan that is managed by the CISO and the Company’s Privacy Office and tested through cross-functional annual exercises in all geographical regions of the Company, many of which include participation from senior executives and the Board •Information security policies and procedures that are reviewed at least annually and updated to reflect changes in law, technology, practice and emerging threats •Network and application testing and surveillance			•Periodic review of threats, vulnerabilities and other cybersecurity risks, internal and external •Risk mitigation strategies, including annual internal and third-party risk assessments, as well as cybersecurity and privacy liability insurance that would defray costs associated with an information security breach •Multiple employee training programs on information security, data security, and cybersecurity practices and protection of data against cyber threats, at least annually •A cross-functional approach to addressing cybersecurity risk, with participation from Global Technology & Operations, Risk, Compliance, Legal, Privacy and Internal Audit functions


2050 Net Zero Commitments1			2030 DEI Commitments

•For years, MetLife has applied a diverse range of strategies to reduce emissions generated by its environmental footprint. In June 2022, MetLife made the commitment to achieve net zero GHG emissions for its global operations and general account investment portfolio by 2050 or sooner.			•Furthering MetLife’s commitment to having a diverse workforce and promoting an inclusive and equitable culture, in March 2022 MetLife announced comprehensive DEI goals to achieve by 2030, which remain aligned with MetLife’s purpose. Each commitment is anchored to MetLife’s business strategy and informed by the U.N. SDGs.


Talent Attraction and Retention			As MetLife prepares its talent for the future and brings out their potential through inclusion and development, MetLife aims to create conditions so the individual can personally flourish. The Company does this by celebrating value through recognition, demonstrating care through its relentless focus on health and wellness, and promoting stability through its benefits and compensation programs.
Holistic Well-Being			MetLife encourages its employees to prioritize health by connecting MetLife’s purpose, MetLife’s work and the importance of overall well-being. MetLife has adopted a new work arrangement model founded on business analysis that evaluates where, when and how jobs are performed enabling the nature of the role to determine the level of flexibility. MetLife continues to offer its global platform known as BeWell, launched in 2020, to provide resources to help employees with resilience and coping, staying balanced, maintaining physical and financial well-being, and building healthy relationships.
Diversity, Equity and Inclusion			MetLife aspires to cultivate an inclusive culture where its diversity of talent positions MetLife to meet the needs of its employees, customers, shareholders and the global communities it serves. In March 2022, MetLife announced a series of 2030 DEI commitments that address the needs of underserved and underrepresented communities through MetLife’s investments, products and services, supply chain, volunteering and community efforts.
Talent and Skill Development			MetLife’s success as a company begins with its employees. MetLife aims to create a culture of continuous learning and works to ensure every employee has access to tools, resources and incentives for growth. Employees leverage MetLife’s digitally enabled learning platform known as MyLearning to continuously develop and build the core skills they need in a dynamic environment. Additionally, employees can enhance and expand their skills through experiential learning through MetLife’s internal talent marketplace known as MyPath, enabling cross-functional learning through hands-on project work.
Compensation and Benefits			MetLife recognizes the importance of providing market-aligned compensation opportunities and comprehensive, cost-effective benefits to attract, retain, engage and motivate talented employees. MetLife uses a competitive total compensation framework that consists of base salary, as well as annual and LTI opportunities. MetLife’s benefits offerings prioritize holistic well-being, encouraging and equipping all employees globally to sustain and improve their physical, mental, financial and social wellness.
Culture and Engagement			The work of building MetLife’s purpose-driven, inclusive culture starts with trust. Trust permits MetLife, as a team, to be curious, forthcoming, open, imaginative, confident and inclusive. MetLife accelerates building trust and open dialogue through global networks where executive and senior leaders connect with employees, CEO-driven monthly town halls, MetLife’s powerful employee survey and listening program known as MyVoice and MetLife’s online tool, SpeakUp, that together with its Ethics & Fraud Hotline enable associates to report any concern or violation that impacts employees, customers or MetLife without fear of retaliation.




Audit Committee Chair David L. Herzog Members Cheryl W. Grisé Jeh C. Johnson Edward J. Kelly, III Catherine R. Kinney Diana L. McKenzie Mark A. Weinberger Independent Directors: 7 Meetings held in 2022: 11			The Audit Committee assists the Board in fulfilling its responsibility to oversee: •the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements; •the adequacy of the Company’s internal control over financial reporting; •the integrity of the Company's consolidated financial statements; •the qualifications and independence of the Company's independent auditor; •the appointment, retention, performance, and compensation of the Company's independent auditor and the performance of the internal audit function; and •the Company’s compliance with legal and regulatory requirements related to matters within the scope of the Committee’s responsibilities. In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the Chief Auditor, and the independent auditor significant issues regarding accounting and auditing principles and practices and financial statement presentations. These matters may include critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles, and significant issues as to the adequacy of the Company’s internal control over financial reporting. The Audit Committee also reviews and discusses with the independent auditor existing, new or changing critical audit matters, and the Company’s practices with respect to non-GAAP financial information. The Audit Committee reviews the Company’s earnings press releases and related practices with management in advance of such disclosure. The Audit Committee periodically discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management, and reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity. The Audit Committee’s activities during 2022 with respect to the oversight of the independent auditor are described in more detail in Proposal 2 — Ratification of Appointment of the Independent Auditor, and its responsibilities for oversight of risk management are further discussed in Risk Oversight. The Board has determined that all seven Audit Committee members are financially literate in accordance with NYSE listing requirements, and that the following three qualify as “audit committee financial experts” as such term is defined by the SEC: David L. Herzog, Edward J. Kelly, III, and Mark A. Weinberger. Under its charter, the Audit Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interests and the delegation is not prohibited by law, regulation, or the NYSE Corporate Governance Standards.




Compensation Committee Chair Cheryl W. Grisé Members Gerald L. Hassell David L. Herzog Edward J. Kelly, III Catherine R. Kinney Diana L. McKenzie Denise M. Morrison Independent Directors: 7 Meetings held in 2022: 6			The Compensation Committee: •assists the Board in fulfilling its responsibility to oversee the development and administration of the Company’s compensation and benefits programs, including equity-based incentives programs, for executives and other employees; •approves the corporate goals and objectives relevant to the CEO’s To tal Compensation, evaluates the CEO’s performance in light of such goals and objectives, and recommends, for approval by the Independent Directors, the CEO’s Total Compensatio n level based on such evaluation; •reviews, and recommends for approval by the Board, the Total Compensation and other elements of compensation, as appropriate, of each person who is an “executive officer” of the Company under the Exchange Act and related regulations and an “officer” of the Company under Section 16 of the Exchange Act and related regulations; •reviews and approves, or recommends for Board approval, changes in the Company’s compensation programs and plans, and the Company’s policies regarding perquisites and other personal benefits provided to executives; •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” and forfeiture provisions) Policy, and oversees its application; and •reviews and discusses with management the Compensation Discussion and Analysis to be included in the Company’s Proxy Statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) oversees preparation of and issues the C ompensation Committee Report for inclusion in the Proxy Statement. The Compensation Committee has sole discretion to retain or obtain the advice of compensation consultants, independent legal counsel, or other advisors to the committee. Before the Compensation Committee retains or obtains the advice of an external advisor that is subject to the NYSE’s Corporate Governance Standards, it considers factors related to that person’s independence from management, including the factors that the NYSE requires to be considered. The Compensation Committee is responsible for the appointment, amount of compensation, and oversight of any advisor it retains. To assist the Compensation Committee in carrying out its responsibilities, the Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its executive compensation consultant. Meridian’s role in advising the Compensation Committee is discussed in Compensation Committee Consultant. Under its charter, the Compensation Committee may delegate to a subcommittee or to the CEO or other Company officers any portion of its duties and responsibilities, if it believes such delegation is in the Company's best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards.




Executive Committee Chair Michel A. Khalaf Members Cheryl W. Grisé David L. Herzog R. Glenn Hubbard Edward J. Kelly, III William E. Kennard Denise M. Morrison Independent Directors: 6 Meetings held in 2022: 0			The Executive Committee: The Executive Committee exercises the powers and authority of the Board, as needed, and to the extent permitted by law, between meetings of the Board.




Finance and Risk Committee Chair Edward J. Kelly, III Members Carlos M. Gutierrez Gerald L. Hassell David L. Herzog William E. Kennard Catherine R. Kinney Diana L. McKenzie Independent Directors: 7 Meetings held in 2022: 6			The Finance and Risk Committee: •oversees the Company’s financial policies and strategies; •in consultation with the Compensation Committee, oversees the appointment, retention, and performance of the Chief Risk Officer; •reviews the Company’s key financial, risk, and business metrics; •reviews and monitors all aspects of the Company’s capital and liquidity plan, actions, and policies (including the guiding principles used to evaluate all proposed capital actions), targets, and structure (including the monitoring of capital and liquidity adequacy and of compliance with the Company’s capital and liquidity plans); •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 (including the issuance, sale or repurchase of, or dividends on, the Company’s equity securities), and other financial matters, consistent with the Company’s capital and liquidity plans and applicable law; •reviews policies, practices, and procedures regarding risk assessment and management; •reviews reports from the Chief Risk Officer and other members of management about 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. Under its charter, the Finance and Risk Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interests and the delegation is not prohibited by law, regulation, or the NYSE Corporate Governance Standards.




Governance and Corporate Responsibility Committee Chair Denise M. Morrison Members Cheryl W. Grisé Carla A. Harris R. Glenn Hubbard Jeh C. Johnson Mark A. Weinberger Independent Directors: 6 Meetings held in 2022: 5			The Governance and Corporate Responsibility Committee: •assists the Board in identifying individuals qualified to become members of the Board, consistent with the Board’s 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; •reviews the compensation and benefits of Non-Management Directors; •develops and recommends to the Board for adoption corporate governance guidelines applicable to the Company; •ensures adequate Board processes to review succession plans for the CEO and succession and development plans for the Company’s other executive officers; •oversees the Company’s compliance responsibilities and activities; and •reviews the Company’s policies, positions, and disclosures regarding ESG matters of significance to the Company, including sustainability, political and charitable contributions, and other corporate social responsibility issues. Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors about the performance of the Board and its Committees, including, among other things, the sufficiency of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the adequacy of the executive sessions. The Committee reports these results to the full Board, and the Board also considers topics recommended by Directors for future Board and Committee meetings. In addition, the Board conducts biennial individual self- and peer-Director evaluations with the assistance of outside legal counsel, and one-on-one feedback is shared with each Director. The Governance and Corporate Responsibility Committee has sole discretion to retain consultants and advisors to assist it in its review of director compensation and benefits. The Governance and Corporate Responsibility Committee engaged Meridian to provide an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends during 2022 and 2023. For more information on Director Compensation, see Director Compensation. The Governance and Corporate Responsibility Committee monitors developments in corporate governance and makes recommendations to the Board. Under its charter, the Governance and Corporate Responsibility Committee may delegate to a subcommittee any portion of its duties and responsibilities, if it believes such delegation is in the Company’s best interest and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards.




Investment Committee Chair William E. Kennard Members Carlos M. Gutierrez Carla A. Harris Gerald L. Hassell R. Glenn Hubbard Denise M. Morrison Independent Directors: 6 Meetings held in 2022: 5			The Investment Committee: •oversees the management of the Company’s investment activities; •reviews management reports on the Company’s investment activities and performance and on the conformity of those activities to authorizations and guidelines; and •in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the Company’s investment portfolio. Under its charter, the Investment Committee may delegate any portion of its oversight responsibilities, if it believes such delegation is not prohibited by the Company’s charter, By-Laws or applicable law.



In 2022, the Company solicited feedback from holders of more than 50% of MetLife’s total shares outstanding1 and leading proxy advisory firms on issues important to them. The Company ultimately engaged with investors holding 20% of the total shares outstanding1 who discussed the Company’s corporate governance, board composition, sustainability practices, sustainability commitments, metrics and disclosures and DEI. The Chair of the Governance Committee led the engagement with a leading investor holding 8% of the Company’s total shares outstanding1. Many shareholders who declined an invitation to engage indicated that they had no concerns which merited discussion. No shareholder expressed concerns about the Company’s executive compensation, Board composition or governance structure.


JANUARY – APRIL	APRIL – JUNE	JUNE	JUNE – DECEMBER
Before the Annual Meeting	Shareholder Voting Period	Annual Meeting	After the Annual Meeting
•Corporate Secretary discusses shareholder proposal(s) with shareholder proponent(s), if any •investor relations-focused engagement team engages with shareholders; governance-focused engagement team discusses corporate governance, compensation, sustainability, and other issues of importance with shareholders and leading proxy advisory firms •management reviews engagement and shareholder proposals with the Governance Committee; Committee Chair discusses same with the full Board of Directors	•management discusses recommendations and governance ratings of proxy advisory firms with the Governance Committee •Board of Directors makes shareholder voting recommendations to be included in the Company’s proxy statement	•shareholders vote on ballot items and any other matters as may properly come before the meeting •meeting provides shareholders with a forum for direct engagement with management and the Board of Directors	•management discusses voting results and new topics of interest for the upcoming year with the Governance Committee; Governance Committee Chair reviews voting results and updates the Board of Directors on new topics •management informs Chair of the Governance Committee and the Lead Director of shareholder proposal(s), if any