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2026 PROXY STATEMENT | 1 |
 R. Glenn Hubbard Chairman of the Board MetLife, Inc. | MetLife, Inc. 200 Park Avenue, New York, NY 10166 April 29, 2026 | |
Dear Fellow Shareholder: | ||
MetLife enters the second year of its five-year New Frontier strategy with strong momentum. New Frontier emphasizes growth and is designed to fully leverage the Company’s inherent advantages, including talent, technology and innovation, financial strength, and the ability to achieve scalable results. During its inaugural year, management demonstrated strong execution across all dimensions of New Frontier. The Company continued to grow the business, completed several significant transactions designed to maximize capital and manage risk, acquired a large asset management firm, and redesigned its financial reporting to enhance transparency for investors. In addition to these accomplishments, MetLife continued to deliver strong financial performance. The Company is changing inside the boardroom as well. This year, we welcomed two new independent Directors, Dan Glaser and Michelle Seitz. Dan brings deep insurance experience, having served as chairman, president and chief executive officer of Marsh McLennan, and currently serves as operating partner at Clayton, Dubilier & Rice. Michelle brings significant investment and asset management expertise, having served as the former chair and chief executive officer of Russell Investments, and currently serves as the founder and chief executive officer of MeydenVest Partners. Carlos Gutierrez and Denise Morrison are departing from the Board, having reached the Board’s retirement age. We thank them for their many years of dedicated service and we will miss their valuable insight, leadership, and friendship. The second year of the New Frontier strategy is expected to build meaningfully on the progress achieved in the first year. Please review this Proxy Statement to learn more about what is happening at MetLife and vote your shares at the upcoming Annual Meeting. We appreciate your continued investment in MetLife and your confidence in the Board of Directors.  | ||
“During its inaugural year, management demonstrated strong execution across all dimensions of New Frontier.” | ||
2 |  |
2026 PROXY STATEMENT | 3 |
Meeting Details | Items of Business | |||||||
 | Date & Time: Tuesday, June 16, 2026 2:30 p.m., Eastern Time |  | Record Date: Friday, April 17, 2026 | 1 | The election of 11 Director nominees 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 2026; | |||||||
 | Place: Virtually via the Internet at: www.virtualshareholdermeeting.com/MET2026 See “How can I participate in the Annual Meeting?” additional information. | 3 | An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers; and | |||||
4 | Such other business as may properly come before the Annual Meeting. | |||||||
Voting Your Shares | 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 Friday, April 17, 2026 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 audio webcast format. There will be no in-person meeting. The virtual Annual Meeting, accessible via the Internet at www.virtualshareholdermeeting.com/MET2026, 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 FAQs About the By Order of the Board of Directors,  Timothy J. Ring Senior Vice President and Secretary New York, New York April 29, 2026 | |||||||
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 bank, brokerage firm, broker-dealer, or other similar intermediary should follow the voting instructions received from such nominee. See FAQs About the Annual Meeting for details regarding how to vote your shares. | ||||||||
 | Internet www.proxyvote.com no later than 11:59 p.m., Eastern Time, June 15, 2026 |  | Telephone 1-800-690-6903 no later than 11:59 p.m., Eastern Time, June 15, 2026 | |||||
 | Mail 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. | |||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 16, 2026 The accompanying Proxy Statement, the MetLife, Inc. 2025 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The 2026 annual meeting of shareholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/MET2026. | ||
4 | |
Table of Contents | |||
Proposals for Your Vote | |||
Corporate Governance | |||
 | |||
Director Share Ownership Guidelines | |||
Audit Matters | |||
| |||
Executive Compensation | |||
| |||
New Frontier | |||
2025 Business Results | |||
2026 PROXY STATEMENT | 5 |
6 | |
($ in millions, except per share data and as otherwise indicated) | 2024 | 2025 |
Net income (loss) available to MetLife, Inc.’s common shareholders | $4,226 | $3,173 |
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share | $5.94 | $4.71 |
Return on MetLife, Inc.’s common stockholder equity | 16.9% | 12.9% |
Expense ratio | 19.0% | 18.5% |
Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders1 | 112% | 90% |
2025 | |||||||
($ in millions) | Group Benefits | RIS1 | Asia | Latin America | EMEA2 | MIM3 | Corporate & Other |
Adjusted earnings available to common shareholders | $1,692 | $1,671 | $1,702 | $798 | $367 | $200 | ($487) |
Forward-Looking Statements This Proxy Statement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as: | ||||||||
•anticipate •are confident •assume | •believe •continue •could | •estimate •expect •if | •intend •likely •may | •plan •potential •project | •should •target | •will •would | ||
and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. They include statements relating to strategy, goals and expectations concerning the Company’s market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. MetLife’s expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Many factors determine Company results, and they involve unpredictable risks and uncertainties. MetLife’s forward-looking statements depend on its assumptions, its expectations, and its understanding of the economic environment, but they may be inaccurate and may change. The Company does not guarantee any future performance. MetLife’s results could differ materially from those it expresses or implies in forward-looking statements. The risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission (SEC), and others, may cause such differences. MetLife does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the SEC. | ||||||||
2026 PROXY STATEMENT | 7 |
Vote Required for Approval: Majority of votes cast | |||
PROPOSAL 01 | Election of 11 Director nominees named in this Proxy Statement, each for a one-year term | ||
 | The Board recommends a vote FOR each Director nominee | ||
 | Independent |  | Non-Independent Director — Chief Executive Officer (CEO) |  | Audit Committee Financial Expert |
AC means the Audit Committee; | FRC means the Financial and Risk Committee; | |
CC means the Compensation Committee; | GC means the Governance and Corporate Responsibility Committee (Governance Committee); and | |
EC means the Executive Committee; | IC means the Investment Committee; | |
Other Boards: means the Other U.S. Listed Public Company Directorships. | ||
8 | |
Vote Required for Approval: Majority of shares represented in person or by proxy and voting on the subject matter | |||
PROPOSAL 02 | Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2026 | ||
| The Board recommends a vote FOR Proposal 2 | ||
Vote Required for Approval: Majority of shares represented in person or by proxy and voting on the subject matter | |||
PROPOSAL 03 | Advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers | ||
| The Board recommends a vote FOR Proposal 3 | ||
n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | ||
n | Annual Cash Incentive | n | Variable (performance-based) |
2026 PROXY STATEMENT | 9 |
MetLife | |||||||||||||||||||
Group Benefits | RIS | Asia | Latin America | EMEA | MIM | ||||||||||||||
158 years of operation | 40+ global markets where MetLife operates | ~46,000 employees as of December 31, 2025 | No. 60 on the 2025 Fortune 500® list | ||||||
$741.7 Billion in Total Assets Under Management (AUM)1 | $436.2 Billion of General Account AUM2 | $6.0 Billion Core3 Adjusted Earnings4 | $52.0 Billion market capitalization5 | ||||||
10 | |
2025 Core Adjusted Earnings1 |
g | U.S. |
g | Non-U.S. |
g | U.S. and Non-U.S. |
2026 PROXY STATEMENT | 11 |
Extend leadership in Group Benefits... | ...by enlarging the market and market share via more employers, more products per employee, and greater employee participation | |||||
Capitalize on unique retirement platform... | ...in the U.S. and Japan through new business origination and enhanced capital flexibility | |||||
Accelerate growth in asset management... | ...by building on existing capabilities and broadening MetLife’s suite of investment products | |||||
Expand in high growth international markets... | ...by leveraging MetLife’s strong position in Latin America and Asia and targeting above-market growth in emerging regions through distribution innovation and product and channel diversification | |||||
Strong Growth | Attractive Returns | All-Weather Performance | |||||||||||
Double-digit Adjusted EPS Growth2 | 15 - 17% Adjusted ROE3 | -100bps Direct Expense Ratio4 | $25 Billion+ Free Cash Flow5 | ||||||||||
12 | |
Independence, Board Composition, and Refreshment | •Independent Chairman of the Board, independent Directors (other than one management Director), and independent Audit, Compensation, Governance, Finance and Risk, and Investment Committees (together, the Principal Standing Committees) •Experienced, highly skilled Directors with diverse viewpoints and qualifications •Robust Board refreshment process, Director mandatory retirement age, comprehensive Director orientation program, and periodic Committee/Chair and member rotation | |||||
Board Engagement and Accountability | •Separate executive sessions of all Directors and Directors who are not members of management (Non-Management Directors) at regularly scheduled Board meetings •Comprehensive process for evaluating Director, Board, and Committee performance •Directors encouraged to limit public company board service | |||||
Effective Policy Framework and Fit for Purpose Compensation Design | •Director’s Code of Business Ethics and Code of Business Ethics for employees •Board approved: •share ownership guidelines for Directors and executives •Insider Trading Policy that prohibits hedging and pledging of Company securities •compensation recoupment policies (“clawback” and forfeiture) •Compensation Committee oversight over the development of the Company’s Board-approved executive compensation program so that it aligns to New Frontier goals and contemporary market practice. Program promotes: •pay for performance; alignment of executives’ interests with those of shareholders; long-term decision making; rewarding achievement of the Company’s business goals; and avoiding incentives to take excessive risk | |||||
Robust Shareholder Rights | •Annual shareholder election of all Directors and majority vote standard for uncontested Director elections •Shareholder right to call a special meeting and no “poison pill” •Ongoing shareholder engagement with feedback reported to the Governance Committee | |||||
Risk Oversight | •Integrated risk management process that is overseen and conducted by the full Board, the Board’s Principal Standing Committees, and senior management risk committees •Board has broad oversight of: •existing and emerging enterprise risks •management’s design and implementation of processes and procedures to identify, address and mitigate such risks •Senior management risk committees, comprised of senior leaders from the Company’s lines of business and corporate functions, ensure comprehensive coverage and sharing of risk reporting | |||||
Cybersecurity and AI Oversight | •The Board oversees the Company’s information security program that management has instituted to: •maintain controls for the systems, applications, and databases of the Company and of its third-party service providers •protect the confidentiality, integrity and availability of data the Company owns or possesses, as well as its technology assets •include controls and procedures across business units and at the enterprise level for monitoring, detecting, reporting, containing, managing, and remediating cyber threats •In addition, the Board oversees the Company’s responsible artificial intelligence (AI) governance and risk management framework. | |||||
Sustainability Oversight | •The Board and its Committees monitor and oversee: •strategy and initiatives of MetLife Foundation •the Company’s annual Sustainability Report •the Company’s efforts to manage its reputation and culture | |||||
2026 PROXY STATEMENT | 13 |
01 |
 | The Board of Directors recommends that you vote FOR the election of each Director nominee. |
In light of the individual skills and experiences of each Director nominee discussed on the following pages, the Board of Directors has concluded that each Director nominee should be elected at the Annual Meeting and recommends that you vote FOR the election of each Director nominee. |
14 | |
Financial Literacy | Such person should be “financially literate” as such qualification is interpreted by the Board in its business judgment | |
Leadership Experience | Such person should possess significant leadership experience, such as experience in business, finance/accounting, regulated industries or technology, and shall possess qualities reflecting a proven record of accomplishment and 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 leader in global business, and in agreement with the Company’s 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 Director of the Company | |
Reputation and Integrity | Such person shall be of high repute and recognized integrity and have a track record absent of certain legal proceedings | |
Other Factors | Such person shall have such other characteristics as may be considered appropriate, including an understanding of consumer insight, analytics, and finance, sound business judgment, significant experience and accomplishments, and an appropriate educational background |
2026 PROXY STATEMENT | 15 |
Competency | Business Need and Strategic Priority | |
CEO or Similar Executive Leadership | Proven capacity to apply important management disciplines and leveraging significant leadership experience setting and executing a strategic vision to drive responsible growth and guide transformative business initiatives are essential for the Board to advise management and oversee MetLife’s complex business operations. | |
Experience as a public company CEO or senior executive managing a large, complex organization with demonstrated ability to execute enterprise-wide strategies and successfully lead business transformations | ||
Corporate Governance / Public Company Board | An advanced understanding of corporate governance issues, policies and best practices through membership on, and/or direct experience with, a governance committee of a public company board provides valuable perspective on key corporate governance issues and strengthens the Board’s oversight responsibility. | |
Experience serving on a governance committee of a public company board and/or chair or independent lead director of a public company board, or professional experience in the corporate governance field | ||
Insurance / Financial Services | A deep understanding of MetLife’s complex business and capital structure, and the financial and regulatory environment in which it operates, is essential to the oversight, development, and execution of MetLife’s strategy. | |
Experience as a senior executive in the insurance and/or financial services industries, with a deep understanding of one or more of MetLife’s business segments | ||
Global Leadership / Perspective | MetLife conducts business around the world. Understanding and navigating international business environments, economic conditions, political environments, regulatory frameworks, and cultures are essential to executing MetLife’s global strategy. | |
Experience as a senior executive at an international company, with responsibility for overseeing non-U.S. operations and business strategy and/or significant exposure to international business, economic, political, regulatory, and cultural environments | ||
Regulatory / Government | MetLife’s operations are heavily regulated and compliance with regulatory requirements in numerous jurisdictions is required. Understanding complex regulatory environments and how to maintain and build strong relationships with regulators, policymakers, and governmental organizations is essential to MetLife’s business. | |
Experience as a senior executive in a highly regulated industry, including extensive engagement with regulators and policymakers, and/or holding a significant government position | ||
Investments | MetLife is one of the largest institutional investors in the U.S. Expertise in asset management is important for overseeing management’s efforts to effectively deploy capital to meet MetLife’s strategic goals. | |
Experience as a senior executive in financial markets and having in-depth knowledge of investment decisions and strategies | ||
Financial Expertise / CFO / Audit | Understanding the financial reporting process, internal controls, and audit committee requirements is essential to overseeing MetLife’s strategic planning and reviewing MetLife’s financial and business results. | |
Experience as a financial expert, public company CFO, and/or audit partner | ||
16 | |
Risk Management | Identifying, assessing, and mitigating MetLife’s current and future risks are essential to protecting its customers, assets, financial stability, and reputation. | |
Experience as a senior risk management executive with responsibility to oversee critical enterprise risks | ||
Consumer Insight / Analytics | Delivering a superior customer experience and growing meaningful and valuable customer relationships are both important components of MetLife’s strategy. Understanding the markets served, the diverse products and services offered, and the creation and management of a globally recognized brand is critical to effective oversight of MetLife’s business. | |
Experience as a senior executive in marketing, brand management, and/or interpreting consumer behaviors, with the aim of increasing product or service effectiveness for the consumer | ||
Technology | MetLife regularly evaluates its technology and digital capabilities and opportunities to drive growth, promote efficiency and productivity, and enhance the customer experience. It is essential to MetLife’s business to rigorously assess technology’s impact on MetLife, including with respect to privacy, cybersecurity, and data management, while effectively navigating the regulatory landscape. | |
Experience with the oversight, development, and adoption of innovative new technology and/or expertise related to information security issues, including privacy, cybersecurity, data management, and the regulatory landscape | ||
Sustainability | Investors continue to remain focused on financially material environmental and social responsibilities factors that may impact company performance; experience strengthens the Board’s oversight of policies and programs that relate to MetLife’s purpose and business objectives. | |
Experience with sustainability matters of significance to MetLife, its communities, shareholders, and employees and aligning related activities to manage business responsibly and drive long-term value for shareholders | ||
Human Capital Management | MetLife is a purpose-driven company that is built upon a promise to always be there for its people. MetLife’s purpose anchors its strategy and talent is a critical driver of performance and innovation. Ensuring the organization attracts, develops, and retains top talent is essential for sustaining growth, managing risk, and delivering on long-term objectives. The Board plays a key role in overseeing human capital strategies that align with business goals and shareholder expectations. | |
Expertise in developing and overseeing talent strategies for large, complex organizations or business segments, building robust leadership pipelines, implementing succession planning for critical roles, and/or providing governance and oversight of executive compensation programs to ensure alignment with long-term business objectives and shareholder interests | ||
2026 PROXY STATEMENT | 17 |
11 Director Nominees |  |  |  |  |  |  |  |  |  |  |  | |
Director Competencies1 | Total | |||||||||||
CEO or Similar Executive Leadership |  |  | | | | | | 7 | ||||
Corporate Governance / Public Company Board | | | | | | | | | | 9 | ||
Insurance / Financial Services | | | | | | | 6 | |||||
Global Leadership / Perspective | | | | | | | | | | 9 | ||
Regulatory / Government | | | | | | | | | | | 10 | |
Investments | | | | | | | | 7 | ||||
Financial Expertise / CFO / Audit | | | | | 4 | |||||||
Risk Management | | | | | | 5 | ||||||
Consumer Insight / Analytics |  | | 2 | |||||||||
Technology | | | | | | | | 7 | ||||
Sustainability | | | | | | | 6 | |||||
Human Capital Management | | | | | | | | | | 9 | ||
Board Committees | Total | |||||||||||
Audit |  |  | | | | 5 | ||||||
Compensation | | | | | | 5 | ||||||
Executive | | | | | | | | 7 | ||||
Finance and Risk | | | | | | 5 | ||||||
Governance and Corporate Responsibility | | | | | | 5 | ||||||
Investment | | | | | | 5 | ||||||
Other U.S. Listed Public Company Directorships | ||||||||||||
Number of Directorships | 0 | 2 | 2 | 2 | 0 | 2 | 0 | 2 | 0 | 2 | 2 | N/A |
Demographics2 | Average | |||||||||||
Age | 65 | 63 | 63 | 67 | 68 | 69 | 62 | 61 | 56 | 60 | 64 | 64 |
Tenure | <1 | 4 | 2 | 19 | 3 | 12 | 6 | 7 | <1 | <1 | 6 | 5 |
| Independent | | Non-Independent Director — CEO | | Audit Committee Financial Expert | ||||||
| Core Competency | | Competency |  | Chair | | Member | ||||
n | 1 | <60 |
n | 7 | 60-65 |
n | 3 | 66-70 |
n | 6 | 0-4 Years |
n | 3 | 5-9 Years |
n | 1 | 10-14 Years |
n | 1 | 15+ Years |
n | 6 | New Directors |
n | 5 | Experienced Directors |
18 | |
Daniel S. Glaser | Director since Feb. 24, 2026 | Less than 1 year of MetLife Board service | Age 65 | ||||
\  | |||||||
Professional Highlights •Clayton, Dubilier & Rice, LLC, a private investment firm •Operating Partner (since 2023) •Executive Chairman, Focus Financial Partners (since 2023) •Chairman, CRC Group (since 2024) •Marsh & McLennan Companies, Inc., a global professional services firm •President and CEO (2013-2022) •Board Director (2013-2022) •Group President & Chief Operating Officer (COO) (2011-2012) •Chairman & CEO, Marsh (2007-2011) •Various positions (1982-1992) •American International Group, Inc. (AIG), a global insurance organization •Managing Director, AIG Europe (2002-2007) •President, Global Energy Division (2000-2001) •Willis (now Willis Towers Watson plc), a global advisory, broking and solutions company •President and COO, Willis Risk Solutions (1999-2000) •Various roles (1992-1999) Other U.S. Listed Public Company Directorships Within the Past Five Years •Marsh & McLennan Companies, Inc. (2013-2022) | Alignment with MetLife’s Strategy and Key Board Contributions Mr. Glaser served as President and CEO of Marsh & McLennan Companies for nearly a decade, leading a global professional services firm specializing in risk and insurance services and consulting through the Marsh, Guy Carpenter, Mercer, and Oliver Wyman brands, among others. This experience demonstrates his proven ability to set and execute strategic vision for a large, complex, and international organization—an essential quality for advising MetLife’s management and providing oversight of the Company’s business operations. As a former Chair of the Federal Advisory Committee on Insurance, a committee that provides advice and recommendations to the Federal Insurance Office, and as a current Operating Partner at Clayton, Dubilier & Rice, a private investment firm, he brings his deep expertise in insurance, capital deployment, investment sourcing, and strategic transactions to the boardroom. Having served as a director and in leadership roles at other publicly traded companies, Mr. Glaser also brings an advanced understanding of corporate governance policies and best practices that strengthens the Board’s oversight. His experience managing operations across diverse international markets - navigating distinct economic conditions, regulatory frameworks, and cultures - equips him to guide MetLife’s global strategy and enhances the Board’s deliberations. | ||||||
Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Insurance / Financial Services •Global Leadership / Perspective MetLife Board Committees •Audit •Compensation •Finance and Risk Education •B.A., Ohio Wesleyan University •Advanced Management Program, Harvard Business School | |||||||
Carla A. Harris | Director since Apr. 27, 2022 | 4 years of MetLife Board service | Age 63 | ||||
 | |||||||
Professional Highlights •Morgan Stanley, a multinational investment bank and financial services firm •Senior Client Advisor (since 2021) •Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy (2012-2021) •Other senior positions focused on mergers and acquisitions (M&A), equity capital markets, and asset management (1987-2012) Other U.S. Listed Public Company Directorships Within the Past Five Years •Cummins Inc. (since 2021) •Walmart, Inc. (since 2017) | Alignment with MetLife’s Strategy and Key Board Contributions With more than 30 years of experience as a senior leader at Morgan Stanley, a global financial services firm and investment bank, Ms. Harris brings deep capital markets and investment expertise that is critical to overseeing management’s efforts to allocate capital in ways that advance MetLife’s strategic objectives. Her client advisory and portfolio management work directly supports the Company’s strategic objective of accelerating growth in its asset management business. Ms. Harris’s strong understanding of the financial reporting process and internal controls strengthens the Board’s ability to evaluate the Company’s financial and operational performance. During her time at Morgan Stanley, Ms. Harris has advised clients across a wide range of industries, including technology, media, retail, telecommunications, transportation, industrial, and healthcare. Her cross-sector, cross-border experience provides the Board with valuable perspective as MetLife executes its global strategy. Ms. Harris’s service on other publicly traded company boards reinforces the Board’s sound corporate governance and effective oversight. As a published author on leadership, Ms. Harris also contributes meaningful expertise to the Board’s oversight of CEO and executive officer succession planning—an area critical to MetLife’s long-term sustainability. | ||||||
Director Core Competencies •Corporate Governance / Public Company Board •Global Leadership / Perspective •Investments •Financial Expertise / CFO / Audit MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment (Chair) Education •A.B. and M.B.A., Harvard University | |||||||
2026 PROXY STATEMENT | 19 |
Laura J. Hay | Director since Feb. 27, 2024 | 2 years of MetLife Board service | Age 63 | ||||
 | |||||||
Professional Highlights •KPMG LLP, an audit, tax and advisory services firm •Partner (2000-2023) •Board Director, KPMG Americas (2013-2016) •Board Director, KPMG U.S. (2011-2016) •Global Head of Insurance (2017-2023) •US / Americas Head of Insurance (2011-2017) •US / Americas Actuarial Practice Leader (2009-2011) •National Industry Director, Life Insurance Segment (2007-2011) •Other employment and leadership roles at KPMG (1993-2000) Other U.S. Listed Public Company Directorships Within the Past Five Years •Everest Group, Ltd. (since 2025) •Hippo Holdings Inc. (since 2025) | Alignment with MetLife’s Strategy and Key Board Contributions In her more than 30 years of experience at KPMG providing audit, tax, and advisory services to the financial services industry, Ms. Hay developed extensive expertise in technical accounting, audit, finance transformations, and client engagements. These skills are essential to understanding the financial reporting process, internal controls, and audit committee requirements, and they directly support the Board’s oversight of the Company’s accounting and financial reporting processes, the integrity of its consolidated financial statements, and its independent auditors. Ms. Hay’s deep expertise in the insurance sector, including risk identification and risk mitigation strategies, supports the Board’s oversight of risk, improves the Company’s resilience, and helps protect its customers’ assets, financial stability, and reputation. Guiding teams of professionals in the U.S. and around the world, Ms. Hay brings a global perspective shaped by navigating diverse international business and regulatory environments, providing valuable insight as MetLife executes its strategy across numerous jurisdictions. Her passion for cultivating the next generation of leaders, establishing employee engagement pipelines, and promoting knowledge transfer through training supports the Company’s commitment to investing in its people. This experience also strengthens the Board’s oversight of management succession planning. | ||||||
Director Core Competencies •Insurance / Financial Services •Global Leadership / Perspective •Financial Expertise / CFO / Audit •Risk Management MetLife Board Committees •Audit (Chair) •Executive •Finance and Risk Education •B.S., University of California, Berkeley •Asset / Liability Management Program, Wharton Executive Education | |||||||
R. Glenn Hubbard, Ph.D. | Director since Feb. 1, 2007 | 19 years of MetLife Board service | Age 67 | ||||
| |||||||
Professional Highlights •Columbia University, a private research university •Graduate School of Business •Russell L. Carson Professor of Economics and Finance (since 1994); Dean Emeritus (since 2019); Dean (2004-2019) •Faculty of Arts and Sciences •Professor of Economics (since 1997) •Economic Policy Institutions •Co-Chair, Committee on Capital Markets Regulation (since 2006) •Chairman of Economic Policy Committee, Organization for Economic Cooperation and Development (2001-2003) •U.S. Government •Member, Panel of Economic Advisors, Congressional Budget Office (2004-2006; since 2025) •Panel of Economic Advisors, Federal Reserve Bank of New York (1993-2021; 2007-2017) •Chairman, President’s Council of Economic Advisers (2001-2003) •Deputy Assistant Secretary for Tax Policy, U.S. Department of the Treasury (1991-1993) Other U.S. Listed Public Company or RIC Directorships Within the Past Five Years •TotalEnergies SE (since 2021) •BlackRock Fixed Income Funds (a fund complex - 65 RICs consisting of 98 portfolios) (since 2019) | Alignment with MetLife’s Strategy and Key Board Contributions Dr. Hubbard served as an economic and tax policy advisor at the highest levels of government, including service as Chairman of the President’s Council of Economic Advisers and Deputy Assistant Secretary for Tax Policy at the U.S. Department of Treasury. Combined with his role as professor of economics and finance at Columbia University and leadership of financial regulatory bodies, he has developed an unparalleled understanding of economic policies, financial and capital markets, and complex regulatory environments. Dr. Hubbard has demonstrated the ability to cultivate strong relationships with regulators and policymakers. This expertise is essential to overseeing MetLife’s heavily regulated businesses. It also contributes to the Board’s understanding of how evolving economic conditions and emerging regulatory developments may impact the Company’s global investments and operations. As Co-Chair of the Committee on Capital Markets Regulation, he brings his in-depth knowledge of critical financial regulatory policy issues, which supports the Board’s oversight of management’s efforts to effectively deploy capital to meet MetLife’s strategic goals. Dr. Hubbard’s expertise, gained from other publicly traded company boards, also extends to sustainability matters, contributing to the Board’s oversight of policies and programs that relate to MetLife’s purpose and drive long-term value for shareholders. | ||||||
Chairman of the Board since 2019 Director Core Competencies •Corporate Governance / Public Company Board •Regulatory / Government •Investments •Sustainability MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment Education •B.A. and B.S., University of Central Florida •Ph.D. and A.M., Harvard University | |||||||
20 | |
Jeh C. Johnson | Director since Feb. 28, 2023 | 3 years of MetLife Board service | Age 68 | ||||
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Professional Highlights •Paul, Weiss, Rifkind, Wharton & Garrison LLP, a multinational law firm •Partner and Co-Head of the Cybersecurity & Data Protection Practice Group (2017-2025) •Partner (prior to and between periods of government service 1994-2025) •U.S. Government •Secretary, Department of Homeland Security (2013-2017) •General Counsel, U.S. Department of Defense (2009-2012) •General Counsel, U.S. Department of the Air Force (1998-2001) •Assistant U.S. Attorney, U.S. Attorney’s Office for the Southern District of New York (1989-1991) Other U.S. Listed Public Company Directorships Within the Past Five Years •Lockheed Martin Corporation (2018-2024) •U.S. Steel Corporation (2020-2025) | Alignment with MetLife’s Strategy and Key Board Contributions Secretary Johnson is a distinguished lawyer and former partner at Paul, Weiss, with an exceptional track record of leading large and complex institutions. His career reflects a demonstrated ability to implement management practices at the highest levels of private practice and government. As U.S. Secretary of Homeland Security, he oversaw the third largest cabinet department of the U.S. government. As General Counsel of both the Department of Defense and Air Force, he developed extensive experience navigating complex regulatory environments, managing risk, and building strong relationships with policymakers. These skills enhance the Board’s ability to oversee MetLife’s highly regulated operations. Secretary Johnson has testified before Congress on cybersecurity numerous times since leaving government service. His deep expertise in this area reflects direct experience with the oversight and assessment of technology’s impact on organizations, including with respect to privacy, cybersecurity, and data management, and provides valuable insight to the Board as it oversees the Company’s information security program. In addition, his tenure on other publicly traded company boards has deepened his command of governance frameworks, enabling him to contribute to the Board’s oversight effectiveness. | ||||||
Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Regulatory / Government •Technology MetLife Board Committees •Audit •Executive •Governance and Corporate Responsibility (Chair) Education •B.A., Morehouse College •J.D., Columbia Law School | |||||||
William E. Kennard | Director since Sept. 17, 2013 | 12 years of MetLife Board service | Age 69 | ||||
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Professional Highlights •Velocitas Partners LLC, a global asset management firm •Co-Founder and Non-Executive Chairman (since 2013) •Astra Capital Management, a private equity firm •Co-Founder (since 2016) •Staple Street Capital, a private equity firm •Member of Operating Executive Board (since 2013) •The Carlyle Group, a private equity firm •Managing Director (2001-2009) •U.S. Government •Ambassador, U.S. Mission to the European Union (2009-2013) •Chairman, U.S. Federal Communications Commission (FCC) (1997-2001) •General Counsel, FCC (1993-1997) •Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper), a government affairs law firm •Partner (1984-1993) Other U.S. Listed Public Company Directorships Within the Past Five Years •Ford Motor Company (since 2015) •AT&T Inc. (since 2014) •Duke Energy Corporation (2014-2021) | Alignment with MetLife’s Strategy and Key Board Contributions Ambassador Kennard brings extensive experience in diplomacy, telecommunications regulation, public policy, law, private equity, and asset management to the boardroom. As U.S. Ambassador to the European Union, he promoted transatlantic trade and investment, reduced regulatory barriers to commerce, and gained significant exposure to international business, economic, political, and regulatory environments that is essential to executing MetLife’s global strategy. As FCC Chairman, Ambassador Kennard shaped policies that advanced the adoption of new technologies, drove large-scale infrastructure investments, and promoted consumer access. This leadership uniquely positions him to advise MetLife’s executive officers as they manage the Company’s complex, regulated businesses in a rapidly evolving, technological environment. With over twenty years of experience in the private equity and asset management space, Ambassador Kennard also demonstrates in-depth knowledge of investment decision-making, asset management strategies, and capital deployment that is important for overseeing management’s effort to allocate capital as the Company pursues its strategic goals. In addition, his publicly traded company board experience broadens his perspective on corporate governance matters and equips him to support the Board across its strategy, risk, and sustainability oversight functions. | ||||||
Director Core Competencies •Corporate Governance / Public Company Board •Global Leadership / Perspective •Regulatory / Government •Investments MetLife Board Committees •Compensation •Executive •Finance and Risk (Chair) •Investment Education •B.A., Stanford University •J.D., Yale Law School | |||||||
2026 PROXY STATEMENT | 21 |
Michel A. Khalaf | Director since May 1, 2019 | 6 years of MetLife Board service | Age 62 | ||||
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Professional Highlights •MetLife, Inc. •President and CEO (since 2019) •President, U.S. Business and EMEA (2017-2019) •President, EMEA (2011-2017) •MetLife Executive Officer (since 2011) •EVP, Middle East, Africa and South Asia Region (2010-2011) •American Life Insurance Company (Alico) (acquired by MetLife from AIG in 2010), an insurance company •Regional President, MEASA Region, Alico (2008-2010) •Deputy President & COO, AIGPhilamlife, Philippines (2006-2008) •Regional Senior Vice President (SVP), AIG-Amplico Life, Poland (2001-2006) •General Manager, Alico Egypt (1996-2001) •COO, 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 in Wilmington, Delaware | Other U.S. Listed Public Company Directorships Within the Past Five Years •None Alignment with MetLife’s Strategy and Key Board Contributions Mr. Khalaf’s successful career in the life insurance industry, culminating in his role as President and CEO of MetLife, demonstrates a proven capacity to define and advance MetLife’s strategic direction, pursue disciplined and responsible growth, and spearhead organizational transformation across a global enterprise. His deep understanding of MetLife’s business segments, capital structure, and the financial and regulatory environment in which it operates is essential to the oversight, development, and execution of MetLife’s New Frontier strategy. Mr. Khalaf’s prior leadership roles spanning EMEA, Asia, and the U.S. reflect his significant experience and deep familiarity with operating across varied markets and economic environments, regulatory regimes, and cultural landscapes, enabling him to bring a global perspective to MetLife’s businesses. His leadership in modernizing MetLife’s operations through enterprise-wide technology initiatives reflects a strategic vision for harnessing innovation at scale—a quality essential to guiding the Company through its digital transformation. As MetLife advances its New Frontier strategy, Mr. Khalaf’s unique insights continue to guide the Company’s businesses. | ||||||
Director Core Competencies •CEO or Similar Executive Leadership •Insurance / Financial Services •Global Leadership / Perspective •Technology MetLife Board Committees •Executive (Chair) Education •B.S., Engineering, Syracuse University •M.B.A., Finance, Syracuse University | |||||||
Diana L. McKenzie | Director since Nov. 1, 2018 | 7 years of MetLife Board service | Age 61 | ||||
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Professional Highlights •Advisory or Consulting Roles •Brighton Park Capital Management, L.P. and Metis Strategy, LLC (since 2019); DLM Horizons, LLC and BrightInsight, Inc. (since 2020); Sparrow Healthcare Inc. and Red Cell Partners (since 2024) •Workday, Inc., a cloud-based financial and human capital management software company •Chief Information Officer (CIO) (2016-2019) •Amgen, Inc., a multinational biotechnology company •SVP and CIO (2010-2016) •Leadership roles (2004-2010): Enterprise Technology Services and Enterprise Architecture; and Information Systems, Product Development and Commercialization •Eli Lilly and Company, a multinational pharmaceutical company •Group Director, Lilly Research Laboratories, Product Development and Commercialization (2000-2004) •Various Information Systems leadership roles supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning (1987-1999) | Other U.S. Listed Public Company Directorships Within the Past Five Years •Agilon Health, Inc. (since 2023) •Vertex Pharmaceuticals Inc. (since 2020) •Change Healthcare Inc. (2019-2022) Alignment with MetLife’s Strategy and Key Board Contributions A technology consultant with nearly three decades of experience culminating in her roles as CIO of Workday and Amgen, where she oversaw each company’s global information technology organization, Ms. McKenzie is a proven leader and innovator. She serves in advisory roles at various healthcare- and technology-focused companies and brings extensive expertise in the oversight, development, and adoption of scalable innovative technologies, cybersecurity, and data management to the Board. These competencies support the Board’s oversight as MetLife integrates scalable platforms, continues to strengthen its cybersecurity program, and deploys data-driven tools to improve operational performance and enhance customer experience. Ms. McKenzie’s leadership at Workday and Amgen provided significant international business exposure, supporting the Board’s oversight of MetLife’s global strategy. Her experience navigating regulatory frameworks governing product development, approval, and commercialization strengthens the Board’s understanding of complex regulatory and compliance requirements. At Workday, Ms. McKenzie became a thought leader in human capital management, developing a future of work program and leveraging internal talent to drive client-focused product solutions—experiences that helped manage, identify, and fully engage the talent. This human capital management experience provides the Board with valuable insight as it oversees strategies that align with MetLife’s business goals. | ||||||
Director Core Competencies •Global Leadership / Perspective •Regulatory / Government •Technology •Human Capital Management MetLife Board Committees •Audit •Compensation •Finance and Risk Education •B.S., Purdue University •Information Technology Management Program, University of California, Los Angeles | |||||||
22 | |
Christian S. Mumenthaler, Ph.D. | Director since May 1, 2025 | Less than 1 year of MetLife Board service | Age 56 | ||||
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Professional Highlights •Swiss Re AG, a provider of reinsurance, insurance, and other forms of insurance-based risk transfer •Group CEO (2016-2024) •CEO, Reinsurance (2011-2016) •Chief Marketing Officer, Reinsurance (2011-2011) •Head of Life & Health in the (Re)Insurance Product (2007-2010) •Chief Risk Officer (2005-2007) •Attended most Swiss Re Group Board meetings between (2005-2024) •Head of Group Retro and Syndication (2002-2005) •Manager in Group Strategic Planning (1999-2002) •Boston Consulting Group, a management consulting firm •Associate (1997-1998) Other U.S. Listed Public Company Directorships Within the Past Five Years •None | Alignment with MetLife’s Strategy and Key Board Contributions Dr. Mumenthaler spent more than 25 years with Swiss Re AG, including serving as Group CEO. He held numerous executive leadership positions and demonstrated his ability to chart and implement enterprise-wide strategies for a major, multinational insurance and reinsurance group and advance large-scale operational and strategic change. Dr. Mumenthaler’s has a deep understanding of the insurance and reinsurance industries, including the financial and regulatory environments in which they operate. This expertise provides the Board with a valuable perspective on MetLife’s complex business and capital structure and supports the execution of the Company’s New Frontier strategy. Dr. Mumenthaler led Swiss Re AG’s operations across diverse international markets, managing through differing political, economic, regulatory, and cultural climates worldwide. This experience positions him well to oversee management’s plans to expand in high-growth international markets by leveraging the Company’s competitive strengths. His focus on innovative solutions to manage risk and build organizational resilience—demonstrated while leading Swiss Re AG through periods of elevated natural catastrophes and challenging economic conditions— makes him well-suited for the MetLife Board. He strengthens the Board’s oversight of risk management as senior management identifies, assesses, and mitigates the Company’s current and future risks to protect its customers, assets, financial stability, and reputation. | ||||||
Director Core Competencies •CEO or Similar Executive Leadership •Insurance / Financial Services •Global Leadership / Perspective •Risk Management MetLife Board Committees •Finance and Risk •Investment Education •M.S. and Ph.D., ETH Zurich (Swiss Federal Institute of Technology) | |||||||
Michelle Seitz | Director since Feb. 24, 2026 | Less than 1 year of MetLife Board service | Age 60 | ||||
 | Professional Highlights •MeydenVest Partners, an investment and strategic advisory firm •Founder/CEO (since 2022) •Russell Investments Group LLC, a global investment solutions provider •Chairman (2018-2022) •CEO (2017-2022) •William Blair & Company, LLC, an asset management and investment banking company •CEO, WB Investment Management (2001-2017) Other U.S. Listed Public Company Directorships Within the Past Five Years •MSCI Inc. (since 2024) •Sana Biotechnology, Inc. (since 2020) | Alignment with MetLife’s Strategy and Key Board Contributions Ms. Seitz’s career spanning nearly 40 years, culminating in her roles as Founder and CEO of MeydenVest Partners and former Chair and CEO of Russell Investments Group, demonstrates her leadership expertise and ability to shape and carry out a strategic agenda, foster responsible growth, and enhance corporate culture. She has led business transformation efforts that are profitable, scalable, client-focused, and sustainable—qualities essential for the Board as it advises management through its execution of the Company’s New Frontier strategy and oversees MetLife’s complex business operations. At Russell Investments Group, a firm with a global client base and operations spanning multiple regions, she Ms. Seitz brings firsthand experience navigating international markets and deep knowledge of investing, capital markets, risk management, and regulatory considerations impacting global investment companies. This expertise supports the MetLife’s global strategy and the Board’s oversight of management’s efforts to grow its asset management business. As a former chair and director of Russell Investments Group and director of other publicly traded companies, Ms. Seitz contributes a well-developed corporate governance perspective that bolsters the Board’s oversight responsibilities. | |||||
Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Global Leadership / Perspective •Investments MetLife Board Committees •Compensation •Governance and Corporate Responsibility •Investment Education •B.S., Indiana University | |||||||
2026 PROXY STATEMENT | 23 |
Mark A. Weinberger | Director since Aug. 21, 2019 | 6 years of MetLife Board service | Age 64 | ||||
 | Professional Highlights •Advisory or Consulting Roles •Teneo and Stone Canyon Industries, Inc. (since 2020); Tanium Inc. (since 2021); A FIN MANAGEMENT LLC (d.b.a Affinity Partners) (since 2024) •EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services •Global Chairman and CEO (2013-2019) •Global Chairman and CEO-elect (2012-2013) •Global Vice Chairman, Tax (2008-2012) •Partner, EYEA, LLP, a member firm of EY (2008-2019) •Other senior roles (1987-2001, 2002-2008) •U.S. Government •Member, President’s Strategic and Policy Forum (2017) •Member, President’s Infrastructure Task Force (2015-2016) •Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001-2002) •Member, U.S. Social Security Administration Advisory Board (2000-2001) •Chief of Staff, President’s Bipartisan Commission on Entitlement and Tax Reform (1994) •Chief Tax and Budget Counsel, U.S. Senate (1991-1994) •Washington Counsel, P.C., a law and legislative advisory firm •Co-Founder and Principal (1996-2000) •Oldaker, Ryan & Leonard, a law firm •Partner (1995-1996) | Other U.S. Listed Public Company Directorships Within the Past Five Years •JPMorgan Chase & Co. (since 2024) •Johnson & Johnson, Inc. (since 2019) •Accelerate Acquisition Corp. (2021-2022) Other Non-U.S. Listed Public Company Directorships Within the Past Five Years •Saudi Arabian Oil Company (Aramco) (since 2020) Alignment with MetLife’s Strategy and Key Board Contributions As former Global Chairman and CEO of EY, one of the world’s largest professional services organizations, Mr. Weinberger has demonstrated the capacity to lead a large, complex organization through significant transformation across multiple business lines, geographies, and regulatory environments. His experience setting and executing EY’s strategic vision enables him to contribute meaningfully to the Board’s oversight of the Company’s operations. Combined with his career spanning advisory and professional services, government, and law, this experience enriches the Board’s oversight deliberations. During his tenure at EY, Mr. Weinberger oversaw operations in numerous countries and navigated varied international business, economic, political, and regulatory environments, equipping him to support the Board as MetLife executes its global strategy. Mr. Weinberger also expanded EY’s digital and operational capabilities in cybersecurity, AI, and data management. This direct experience with the development and adoption of innovative technologies further supports the Board as MetLife advances its technology strategy. His leadership on EY’s highest governing body and service on other publicly traded company boards provide him with a broad perspective on board-level oversight of technology and data management considerations across industries. | |||||
Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Global Leadership / Perspective •Technology MetLife Board Committees •Audit •Compensation (Chair) •Executive •Governance and Corporate Responsibility Education •B.A., Emory University •M.B.A. and J.D., Case Western Reserve University •LL.M. in Taxation, Georgetown University Law Center | |||||||
24 | |
Foundational Documents | •Certificate of Incorporation •MetLife, Inc. By-Laws (By-Laws) •Corporate Governance Guidelines (Governance Guidelines) •Board Committee Charters •Directors’ Code of Business Ethics •Code of Business Ethics •Financial Management Code of Business Ethics | •Insider Trading Policy •Related Person Transactions Policy •Performance-Based Compensation Recoupment Policy •Recoupment of Erroneously Awarded Compensation under Dodd-Frank Wall Street Reform and Consumer Protection Act Policy |
Governance Guidelines | •Director independence requirements •Director candidate identification and qualifications •Director resignation policy due to changes in a Director’s principal occupation or primary business association •Director mandatory retirement age policy •Majority voting standard in Director elections •Director responsibilities for overseeing the management of the Company’s business and advising its executive officers •Evaluation of potential conflicts due to Director membership on other public company boards or audit committees •Director limitation on other public company boards •Compliance with Directors’ Code of Business Ethics •Election of Chairman of the Board •Election of a Lead Director by the Independent Directors if the Chairman of the Board is not an Independent Director •Duties of the Independent Chairman and Lead Director | •Board leadership emergency succession plan •Board Committees, including Committee leadership •Annual review of management succession plans for the Company’s CEO and each of its other executive officers •Director access to management and outside advisors •Director compensation and expenses •Director share ownership guidelines •Director orientation and continuing education •Annual Board performance evaluation •Biennial individual self- and peer-Director performance evaluation •Annual Governance Guidelines review •Annual review of the Company’s financial business plan •Annual in-depth review, with executive officers, of the Company’s strategic plans and goals and significant business challenges and opportunities |
2026 PROXY STATEMENT | 25 |
Board Governance and Leadership | •Presides over shareholder meetings, Board meetings, and executive sessions of Directors, with authority to call meetings of the Independent Directors and special meetings 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 •Approves information sent to the Board for Board meetings and reviews information for Board committee meetings, as appropriate | | Chairman of the Board R. Glenn Hubbard | |||
Principal Standing Committee Chairs | ||||||
Advisor to CEO | •Establishes a relationship of trust with the CEO, providing guidance and mentorship as appropriate •Promotes and facilitates effective communication, and serves as a conduit between the Board, the CEO, and other members of management •Sets the agenda for Board meetings and reviews agendas for Board committee meetings in coordination with the CEO •Confers with the CEO on matters of importance that may require Board and/or Board committee action or oversight, ensuring the Board and Board committees focuses on key issues and tasks facing the Company | Laura J. Hay Audit | | |||
Mark A. Weinberger Compensation | | |||||
Board Effectiveness and Succession Planning | •Approves Board meeting schedules and reviews the Board committees’ meeting schedules to ensure that there is sufficient time for discussion of all agenda items •Provides guidance to the Board regarding the ongoing development of Directors •On behalf of the Board, leads biennial individual self- and peer-Director evaluations, and provides one-on-one feedback to each Director •Ensures the efficient and effective performance and functioning of the Board and Board committees •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 •Assists the Board, the Governance Committee, and management in promoting corporate governance best practices | William E. Kennard Finance and Risk | | |||
Jeh C. Johnson Governance | | |||||
Carla A. Harris Investment | | |||||
26 | |
¢ | 12 | Independent Directors — Non-Management Directors |
¢ | 1 | Non-Independent Director — Management Director |
To help ensure its objectivity and independence, the independent auditor: | ||
•periodically, and at least annually, submits to the Audit Committee a formal written statement delineating all relationships between the independent auditor and the Company | ||
•discusses with the Audit Committee any disclosed relationships or services that might impact the independent auditor’s objectivity and independence | ||
•considers whether the non-audit services provided to the Company by the independent auditor is compatible with the maintenance of the auditor’s independence | ||
2026 PROXY STATEMENT | 27 |
To help ensure its objectivity and independence, Meridian: | |||
•reports directly to both Committees on executive and Non-Management Director compensation matters •meets with both Committees in executive sessions, without Company management present, as appropriate | •has direct access to both Committees’ chairs and members between meetings •provides no other services to the Company or its affiliates or subsidiaries | ||
28 | |
Director Departures and Retirements - 5 Year Period | ||||
2023 |  | 0 Directors Retired | ||
2024 | | 2 Directors Retired | ||
Gerald L. Hassell and Catherine R. Kinney each reached the age of 72. Pursuant to the Director Retirement Age Policy, their terms ended as of the 2024 Annual Meeting. | ||||
2025 | | 2 Directors Retired and 1 Director Departed | ||
Cheryl W. Grisé and Edward J. Kelly, III each reached the age of 72. Pursuant to the Director Retirement Age Policy, their terms ended as of the 2025 Annual Meeting. David L. Herzog did not stand for re-election, and his term ended effective May 1, 2025. | ||||
2026 | | 2 Directors Scheduled to Retire | ||
Carlos M. Gutierrez and Denise M. Morrison will each reach the age of 72. Pursuant to the Director Retirement Age Policy, their terms will end as of the 2026 Annual Meeting. | ||||
2027 | | 0 Directors Scheduled to Retire | ||
New Directors1 - Past 5 Years | Board Committee Memberships |  |  |  |  |  |  |  |  |  |  |  |  | |||||
Feb. 2026 | | Daniel S. Glaser, 65 | AC; CC; FRC | | | | | | | | | | | |||||
Operating Partner at Clayton, Dubilier & Rice, LLC | ||||||||||||||||||
Feb. 2026 | | Michelle Seitz, 60 | CC; GC; IC | | | | | | | | | | ||||||
Founder and CEO of MeydenVest Partners | ||||||||||||||||||
May 2025 | | Christian S. Mumenthaler, Ph.D., 56 | FRC; IC | | | | | | | | | | | |||||
Former Group CEO of Swiss Re AG | ||||||||||||||||||
Feb. 2024 | | Laura J. Hay, 63 | AC (Chair); EC; FRC | | | | | | | | | |||||||
Former Partner and Global Head of Insurance at KPMG LLP | ||||||||||||||||||
Feb. 2023 | | Jeh C. Johnson, 68 | AC; EC; GC (Chair) | | | | | | ||||||||||
Former Partner and Co-Head of the Cybersecurity & Data Protection Practice Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP | ||||||||||||||||||
Apr. 2022 | | Carla A. Harris, 63 | EC; GC; IC (Chair) | | | | | | | |||||||||
Senior Client Advisor at Morgan Stanley | ||||||||||||||||||
| Core Competency | | Competency |
2026 PROXY STATEMENT | 29 |
Identify Director Candidates •The Governance Committee may use candidate search firms and may accept recommendations of Board members, officers, and shareholders. •To recommend a candidate for election, shareholders must provide the required notice and information to the SVP & Secretary (Corporate Secretary). | Screen Director Candidates •The Governance Committee looks for candidates with Board-adopted criteria (see Section 4 below) who can effectively oversee the management of the Company’s business and advise the Company’s executive officers. •The Governance Committee considers a candidate’s ability to enhance the Board’s perspective and experience as a whole. | Meet with Director Candidates •The Governance Committee evaluates candidates based on information candidates supply and information obtained from other sources, and makes no distinctions based on how a candidate is identified — whether identified through a search firm or recommended by a Board member, an officer, or a shareholder. •Individual Board members may conduct interviews with candidates. |
30 | |
Board and Committee Evaluations | Individual Director Evaluations | ||||||
TIMING | ANNUALLY | BIENNIALLY | |||||
 | August - September Review Questions | •The Corporate Secretary’s Office (the CSO) reviews the detailed written questionnaire used to administer the Board and Committee evaluations to, among other things, ensure that the Company keeps pace with evolving evaluation trends •The Governance Committee discusses and approves the final form of such questionnaire (the Questionnaire) at its regular fall meeting | •Outside counsel assists the Chairman in preparing interview questions for each individual Director •The scope and substance of the interview questions may be updated to reflect evolving best practices and corporate governance developments | ||||
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September - November Conduct Assessments | •Once approved, the Questionnaire is distributed to each Director for completion •Directors submit their completed Questionnaires, providing feedback on the performance of the Board and its Committees | •Outside counsel and the Chairman conduct individual interviews with each Director •During these interviews, Directors provide candid feedback, including observations regarding the individual contributions of other Directors | |||||
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November - December Report Results | •The CSO aggregates the Questionnaire results into an anonymized report, which the Corporate Secretary presents to the Governance Committee and the Board at their regular winter meeting •The Governance Committee and the Board discuss the report and the evaluation process in executive sessions | •Outside counsel analyzes the interview results and prepares a report organized by Director and by topic, which is provided to the Chairman •Directors’ comments regarding the most important issues facing the Board are aggregated into a separate anonymized report, which the Chairman discusses with the Board and the Corporate Secretary | |||||
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December - September Follow Through | •Any follow-ups, including changes in practices or procedures, are considered and implemented, as appropriate •The Board considers topics recommended by Directors for future Board and Committee meetings | •Any follow-ups, including changes in practices or procedures or targeted coaching, are considered and implemented, as appropriate •The Chairman reviews the evaluation process with the Board and the Governance Committee | |||||
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SOME TOPICS ADDRESSED ANNUALLY •Board size and mix of knowledge, skills, and experience •Role and responsibilities of Directors and the Independent Chairman •Committee membership, structure, size, and allocation of responsibilities •Process for identifying, recruiting, and selecting new directors •Time allocated to Board and Committee business and meeting materials quality •Effective operation of the Board and Committees and Director meeting prep •Effectiveness of the executive sessions •Director Retirement Age Policy and Stock Ownership Guidelines | SOME TOPICS ADDRESSED BIENNIALLY •Most important issues facing the Board •Reflections on the Board collectively •Self-reflections on the individual Director •Constructive advice for other individual Directors •Process changes or suggestions •Board and Committee refreshment | ||||||
2026 PROXY STATEMENT | 31 |
In 2025, as part of Christian S. Mumenthaler’s orientation, presentations were made by the Company’s officers concerning the following: | |||
•highlights about the portfolio, market, products, strategy, performance, and opportunities of each business segment—Group Benefits, RIS, Asia, Latin America, EMEA, and MLH •financial management, including governance, priorities, overview, investor and analysts’ perspectives, strategic commitments, outlook, capital management, corporate development, and M&A •investments portfolio, asset allocation, asset management makeup, and asset performance •global risk management, including risk governance structure, risk management framework, risk metrics, and risk culture •global technology and operations (strategy, priorities, and business outcomes), including modernization, data and analytics, information security, scaling, AI, data governance, service and operations, and metrics | •global internal auditing, including strategy, objectives, coverage areas, audit drivers and methodology, and impact and trends •human resources strategy (focus areas and drivers), talent (strategy, development, initiatives, and succession pipeline), employee engagement, and culture •executive compensation, including compensation philosophy, governance, plans, performance framework, peer practices, and current topics •corporate affairs, including sustainability and MetLife Foundation •corporate and board governance •government relations and legal affairs •New Frontier strategy, global businesses portfolio overview, and Next Gen Ventures •MetLife’s global marketing and communications | ||
Jeh C. Johnson Governance Committee Chair Rotation | As part of Secretary Johnson’s Governance Committee Chair orientation in 2026, he participated in preparatory meetings with Company officers. He also shadowed and discussed the role of the Chair with the outgoing Chair. | |||||
William E. Kennard Compensation Committee Member Rotation | As part of Ambassador Kennard’s Compensation Committee member orientation in 2025, a presentation was made by the Company’s officers regarding the Committee’s oversight responsibilities and annual schedule of activities, as well as the Company’s compensation philosophy, strategic refresh, peer groups, competitive practices, and shareholder engagement. | |||||
32 | |
1 | 2 | 3 | ||
Public Company Board Limit for Certain Directors1 •Directors who serve as the CEO, executive chair or named executive officer of a public company may not serve on the board of more than 1 additional public company. | Audit Committee Limit for Certain Directors1, 2 •Directors who serve on the Audit Committee may not serve on more than 2 other audit committees at companies that are registered with the SEC under Section 12(b) or 12(g) of the Exchange Act and subject to the reporting obligations of the Exchange Act. | Public Company Board Limit for All Other Directors1 •All other Directors may not serve on the boards of more than 3 additional public companies. |
2026 PROXY STATEMENT | 33 |
Strategy and Business | Reviewing, discussing, and approving the Company’s business plans, strategic plans and goals, and discussing the Company’s performance and strategic opportunities | |
Management Succession Planning | Overseeing the process for review of the proposed succession for the Company’s CEO and other executive officers | |
Risk | Overseeing the Company’s enterprise risks to evaluate whether the business is being properly managed | |
Corporate Governance | Corporate governance, including Board composition and succession planning | |
Cybersecurity | Overseeing the Company’s information security program and responsible AI governance and risk management framework | |
Sustainability | Overseeing the development and execution of the Company’s sustainability strategy, including management’s assessment and handling of various sustainability risks, opportunities, and priorities |
34 | |
Role of the Board and Board Committees | |||
Board of Directors Each Principal Standing Committee assists the Board with its oversight of risk, consists entirely of Independent Directors, and provides regular reports to the full Board regarding matters reviewed at such Committee meetings. | |||
 | |||
Audit Committee •reviews and discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management •reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity •reviews with management the Company’s financial condition •reviews with management, the Chief Auditor and the independent auditor any correspondence with regulators or governmental agencies and any complaints or published reports that are brought to the Committee’s attention that raise material issues regarding the Company’s financial statements or accounting policies •receives reports from the CLO concerning significant legal and regulatory matters •receives reports from the CRO regarding the Company’s top compliance risks and compliance risk management related activities | Finance and Risk Committee •reviews policies, practices and procedures regarding risk assessment and management •reviews reports from the CRO and other members of management about the steps taken to measure, monitor and manage risk exposures in the enterprise •reviews benchmarks and target metrics related to financial and risk topics and monitors performance against such benchmarks and targets •reviews the Company’s top compliance risks and compliance risk management-related activities •reviews reports on selected risk topics as the Committee or management deems appropriate from time to time •reviews and approves the annual compliance plan •coordinates, through the Committee Chair, with the CRO and with other members of management, and with the Chairs of the other Committees, to help ensure that the Finance and Risk Committee receives the information necessary to fulfill its duties and responsibilities with respect to risk assessment oversight and management policies, practices and procedures | ||
Compensation Committee •oversees management’s efforts to ensure that the Company’s compensation programs do not encourage excessive or inappropriate risk-taking •coordinates execution of its responsibilities relating to risk with the members of the Finance and Risk, Governance, and Audit Committees, who also serve on the Compensation Committee | Governance Committee •reviews the Company’s policies and positions regarding sustainability matters of significance to the Company, its communities, shareholders, and employees disclosed in the Company’s annual sustainability report •oversees the Company’s efforts to manage its reputation and culture | ||
Investment Committee •oversees, in coordination with the Finance and Risk Committee, the management and mitigation of risks associated with the Company’s investment portfolio, including credit risk, portfolio allocation and concentration risk, derivatives risk, and counterparty risk associated with such portfolios | |||
| |||
Role of Management While the Board and its Principal Standing 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 | |||
1st Line | Lines of business and corporate functions identify, measure, monitor, manage, and report risk. | ||
2nd Line | Independent from the lines of business and corporate functions and the Company’s internal audit function (Internal Audit), a centralized Global Risk Management (GRM) department provides strategic advisory services and effective challenge and oversight to the business and corporate functions in the first line of defense. GRM, led by the CRO who reports directly to the CEO and is responsible for maintaining and communicating the Company’s enterprise risk policies, coordinates across all risk committees to ensure that all material risks are properly identified, measured, monitored, managed, and reported across the Company. GRM considers and monitors a full range of risks relating to the Company’s solvency, liquidity, earnings, business operations and reputation. The CRO provides reports regularly to the Finance and Risk and Compensation Committees and to senior management committees focused on financial and non-financial risks. The CRO also provides reports to the Audit Committee. | ||
3rd Line | Internal Audit provides independent assurance and testing over the risk and control environment and related processes and controls. | ||
2026 PROXY STATEMENT | 35 |
Key Features of the Information Security Program | |||||
•A cybersecurity incident response team under the CISO’s direction, which is responsible for monitoring and responding to threats, vulnerabilities, and incidents •An incident response plan that is managed by the CISO and the Chief Privacy Officer and tested through cross-functional annual exercises in various 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 applicable changes in law, technology, practice and emerging threats •Regular 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 intended to defray costs associated with an information security breach •Vendor management procedures designed to identify and address potential risks associated with the use of third-party service providers •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 GTO, Risk, Compliance, Legal, Privacy and Internal Audit functions | ||||
36 | |
Audit Committee | •Controls and procedures related to material financial information and non-financial data in the Company’s disclosures •Information security and cybersecurity policies and internal controls •Guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management •Periodic review of the MetLife Code of Business Ethics | |
Compensation Committee | •Ensure that the Company’s compensation programs do not encourage excessive or inappropriate risk-taking •Assess Company and executive performance, including financial, operational, strategic, talent and culture objectives that enable the New Frontier strategy, and align pay outcomes •Govern compensation recoupment policies | |
Finance and Risk Committee | •Assessment and management of material risks | |
Governance Committee | •Ensure adequate process for review of proposed succession plans for the Company’s CEO and other executive officers •Corporate governance matters •MetLife Foundation strategies and initiatives •Impact investment program in which loans and other investments are made to support affordable housing, community, business and economic development, and health care services for low- and moderate-income communities •Policies and positions regarding sustainability matters of significance to the Company, its communities, shareholders, and employees disclosed in the Company’s annual Sustainability Report, in coordination with other committees •Review reports on the Company’s political contributions, lobbying efforts, and political action committees’ activities •Efforts to manage the Company’s reputation and culture | |
Investment Committee | •Investment activities of the Company and the enterprise •Management and mitigation of risks associated with investment portfolios of the Company and the enterprise in coordination with the Finance and Risk Committee |
2026 PROXY STATEMENT | 37 |
5 | 5 | 6 | 32 | |||
Regular Board Meetings •The Board and Company’s senior leaders also engaged in an in-depth, full-day review of the Company’s strategic plans and goals and the Company’s significant business challenges and opportunities. | Independent Chairman of the Board-Led Executive Sessions •Non-Management Directors met in executive session without management present at regularly scheduled Board meetings throughout the year. •All Directors met in executive session at regularly scheduled Board meetings throughout the year. | Standing Board Committees •Audit* •Compensation* •Executive •Finance and Risk* •Governance and Corporate Responsibility* •Investment* * Committee was chaired by and consisted entirely of Independent Directors. | Principal Standing Committee Meetings •Principal Standing Committees met prior to and in conjunction with regularly scheduled Board meetings. Additional meetings were held as needed. •Committee Chairs provided regular reports to the full Board regarding Committee activities, discussions, actions and recommendations. |
Senior Leadership Participation | Other senior leaders also participated in Board meetings in 2025 as topics warrant, including: | ||||
Members of the ELT regularly participated in Board meetings in 2025, including: | |||||
•the President and CEO; •EVP, CFO, and Head of MIM; •EVP, CRO, and Head of MII; •EVP, CLO, and Head of Government Relations; •EVP and CHRO; •EVP and Head of GTO; •EVP, Chief Marketing and Communications Officer; and •Regional Presidents. | •EVP and Treasurer, Head of Investor Relations; •EVP, Corporate Development and M&A; •EVP and CISO; and •SVP, Chief Data and Analytics Officer. | ||||
38 | |
Oversight •Each year, as part of its governance oversight, the Governance Committee reviews each Committee charter to assess the proper allocation of responsibilities among the Committees, the need for new oversight roles, the effectiveness of Committee structures, and any recommended changes for Board review and approval. |  | Multiple Layers of Review •In preparation for the Governance Committee’s review, each Principal Standing Committee discusses and may suggest changes to its own charter. •Each individual Director may provide feedback to the Governance Committee and the Board on Committee activities required under the applicable Committee charter as part of the concurrent annual Board and Committees evaluation process. | | More Information •The charters for the Audit, Compensation, and Governance Committees incorporate the requirements of the SEC and the NYSE, to the extent applicable. •Current, printable versions of these three charters are available on MetLife’s website at www.metlife.com/about-us/ corporate-governance/ under “Related Links”. |
2026 PROXY STATEMENT | 39 |
Principal Standing Committee Composition | |||||
Audit | Compensation | Finance and Risk | Governance and Corporate Responsibility | Investment | |
Daniel S. Glaser1 |  | | | ||
Carlos M. Gutierrez2 | | | |||
Carla A. Harris | | 5  | |||
Laura J. Hay | 5 | | |||
R. Glenn Hubbard, Ph.D.3 | | | |||
Jeh C. Johnson | | 7 | |||
William E. Kennard | 6 | 5 | | ||
Michel A. Khalaf | |||||
Diana L. McKenzie | | | | ||
Denise M. Morrison2 | | 8 | | ||
Christian S. Mumenthaler, Ph.D.4 | | | |||
Michelle Seitz1 | | | | ||
Mark A. Weinberger | | 5 | | ||
# of Committee Members | 5 | 6 | 6 | 6 | 7 |
| Independent | | Non-Independent | | Audit Committee Financial Expert | | Chair | | Member |
Director Nominee Principal Standing Committee Member Competencies | |||||
Audit | Compensation | Finance and Risk | Governance and Corporate Responsibility | Investment | |
CEO or Similar Executive Leadership |  | |  | | |
Corporate Governance / Public Company Board | | | | | |
Insurance / Financial Services | | | | | |
Global Leadership / Perspective | | | | | |
Regulatory / Government | | | | | |
Investments | | | | | |
Financial Expertise / CFO / Audit | | | | | |
Risk Management | | | | ||
Consumer Insight / Analytics | |||||
Technology | | | | | |
Sustainability | | | | | |
Human Capital Management | | | | | |
| Competency held by three or more committee members | | Competency held by two committee members |
40 | |
Audit Committee | Role and Key Responsibilities: •oversees the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements; •oversees the adequacy of the Company’s internal control over financial reporting; •oversees the integrity of the Company's consolidated financial statements; •oversees the qualifications and independence of the Company's independent auditor; •oversees the appointment, retention and performance of the Company's independent auditor and the performance of the internal audit function; and •oversees the Company’s compliance with legal and regulatory requirements that apply 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 discusses with management the Company’s practices regarding earnings press releases and related disclosures. The Audit Committee annually 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, as necessary, but at least annually, the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity. | |
Chair | ||
Laura J. Hay (Chair since January 2025) | ||
Members | ||
Daniel S. Glaser (since February 2026) | Jeh C. Johnson | |
Diana L. McKenzie | Mark A. Weinberger | |
Independent Directors: 5 Financially Literate Directors: 5 Audit Committee Financial Experts: Laura J. Hay Mark A. Weinberger Meetings held in 2025: 9 | Delegation to Subcommittees Under its charter, the Audit Committee may delegate to a subcommittee consisting of one or more Directors 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. Senior Leadership Participation in 2025 Committee Meetings The President and CEO; EVP, CFO, and Head of MIM; EVP and Chief Accounting Officer (CAO); EVP, CLO, and Head of Government Relations; EVP and Chief Auditor; EVP, CRO, and Head of MII; and VP Internal Audit - Global Finance, participate in meetings. Other senior leaders, including the EVP and Treasurer, Head of Investor Relations; EVP and Head of GTO; EVP and Chief Actuary; SVP, CISO; SVP and Controller, U.S.; SVP, Head of Corporate Financial Planning and Analysis and Technical Accounting Group; and VP, Cybersecurity, are present when appropriate. Executive sessions of the Audit Committee, in which the Audit Committee meets privately with the independent auditor and the Chief Auditor, are held at all regular meetings. | |
2026 PROXY STATEMENT | 41 |
Compensation Committee | Role and Key Responsibilities: •oversees the development and administration of the Company’s compensation and benefits programs, including equity-based incentives programs, for executives and other employees; •reviews and 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 recommends, for approval by the Independent Directors of the Board, the CEO’s Total Compensation level and other elements of compensation, as appropriate, 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” (other than the CEO) 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 to the Company’s compensation programs and plans and the Company’s policies regarding perquisites and other personal benefits provided to executive officers based on various inputs as it may deem appropriate, including the review of the results of any advisory shareholder votes on executive compensation; •reviews the competitiveness of the Company’s compensation programs; •oversees management’s efforts to ensure the Company’s compensation programs do not encourage excessive or inappropriate risk-taking; •reviews the Company’s recoupment policies, amends the policies as it deems appropriate, and oversees their application; •appoints Company officers at the VP level and below and makes recommendations to the Board about the election or appointment of Company officers at the SVP level and above; 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, in accordance with applicable SEC rules and regulations, the Compensation Committee Report for inclusion in the Company’s proxy statement. | |
Chair | ||
Mark A. Weinberger (Chair since January 2025) | ||
Members | ||
Daniel S. Glaser (since February 2026) | William E. Kennard (since April 2025) | |
Diana L. McKenzie |  Michelle Seitz (since February 2026) | |
Independent Directors: 5 Also Includes One Independent Director Not Standing for Re-election at 2026 Annual Meeting: •Denise M. Morrison Meetings held in 2025: 6 | ||
Delegation to Subcommittees Under its charter, the Compensation Committee may delegate to a subcommittee consisting of one or more Directors 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 interests and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. Senior Leadership Participation in 2025 Committee Meetings The President and CEO; EVP and CHRO; SVP, Global Compensation & Benefits; and SVP, Executive and Global Compensation, participate in meetings. Other senior leaders, including the EVP, CFO, and Head of MIM; EVP, CRO and Head of MII; and EVP and CAO, are present when appropriate. Executive sessions of the Compensation Committee are held at all regular meetings. | ||
Compensation Committee Interlocks and Insider Participation No Compensation Committee member has ever been an officer or employee of the Company or any of its subsidiaries. During 2025, no MetLife executive officer served as a Director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity where one of the executive officers of that other entity is or has been a Director or a member of the Compensation Committee. | ||||
42 | |
Finance and Risk Committee | Role and Key Responsibilities: •oversees the Company’s financial policies and strategies; •reviews the Company’s key financial and business metrics; •oversees the Company’s capital structure, plans and policies, including capital adequacy, dividend policies and share repurchases; •oversees the Company’s proposals on certain capital actions and other financial matters; •reviews and monitors all aspects of the Company’s capital and liquidity plans, actions, policies (including the guiding principles used to evaluate all proposed capital actions), targets and structure (including 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 and other financial matters, consistent with the Company’s capital and liquidity plans and applicable law; •oversees the Company’s assessment and management of material risks; •oversees the Company’s compliance responsibilities and activities; •in coordination with the Compensation Committee, oversees the appointment, retention, and performance of the CRO; and •reviews and recommends the Company’s financial business plan for Board approval. | |
Chair | ||
William E. Kennard (Chair since January 2025) | ||
Members | ||
Daniel S. Glaser (since February 2026) | Laura J. Hay | |
Diana L. McKenzie | Christian S. Mumenthaler (since May 2025) | |
Delegation to Subcommittees Under its charter, the Finance and Risk Committee may delegate to a subcommittee consisting of one or more Directors 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 or regulation. Senior Leadership Participation in 2025 Committee Meetings The President and CEO; EVP, CFO, and Head of MIM; EVP, CRO, and Head of MII; EVP and Treasurer, Head of Investor Relations; EVP, CLO, and Head of Government Relations; EVP and Chief Auditor; and EVP, Corporate Development and M&A participate in meetings. Other senior leaders, including the Regional President, U.S. Business, and Head of MLH; EVP, RIS; EVP, Chief Compliance Officer; and SVP, Head of Corporate Financial Planning and Analysis and Technical Accounting Group, are present when appropriate. Executive sessions of the Finance and Risk Committee, in which the Finance and Risk Committee meets privately with the EVP, CRO, and Head of MII are held at all regular meetings. | ||
Independent Directors: 5 Also Includes One Independent Director Not Standing for Re-election at 2026 Annual Meeting: •Carlos M. Gutierrez Meetings held in 2025: 6 | ||
2026 PROXY STATEMENT | 43 |
Governance and Corporate Responsibility Committee | Role and Key Responsibilities: •recommends to the Board (i) criteria for selecting qualified candidates for election to the Company’s Board and (ii) policies and procedures regarding consideration of Director candidates recommended by shareholders; •leads the search for and identifies individuals qualified to become members of the Board, consistent with the Board’s established criteria and considering potential Director candidates recommended by the Company’s management and shareholders in the same manner as nominees identified by the Committee; •proposes candidates to be nominated for election as Directors at annual or special meetings of shareholders and for election by the Board to fill any Board vacancies; •assesses, and advises the Board with respect to, the experiences, qualifications, attributes and skills of each Director candidate that the Board should consider in concluding whether the person should be nominated (or re-nominated) to serve as a Director; •for each Board committee, recommends to the Board Directors for appointment as members, including Directors to serve as the committee chair, or fill vacancies as needed; •makes a recommendation to the Board regarding the independent Chairman of the Board and Lead Director, as applicable; •annually reviews the compensation of Non-Management Directors and recommends changes to the non-management members of the Board; •annually reviews the Guidelines and recommends changes to the Board; •annually reviews each Board committee charter in coordination with each such committee and recommends changes to the Board; •reviews, approves or ratifies all related person transactions in accordance with the Company’s policy; •periodically reviews the size of the Board and its leadership structure and makes recommendations to the Board regarding any appropriate changes; •ensures adequate Board processes to review proposed succession plans for the CEO and the Company’s other executive officers; •oversees an annual evaluation of the Board and its committees and establishes the procedures by which the evaluations will be conducted; •oversees the Company’s policies concerning its corporate citizenship programs; •reviews the Company’s policies and positions regarding sustainability mattes of significance as disclosed in the Company’s annual sustainability report; and •oversees the Company’s efforts to manage its reputation and culture. | |
Chair | ||
Jeh C. Johnson (Chair since February 2026) | ||
Members | ||
Carla A. Harris | R. Glenn Hubbard | |
 Michelle Seitz (since February 2026) | Mark A. Weinberger | |
Independent Directors: 5 Also Includes One Independent Director Not Standing for Re-election at 2026 Annual Meeting: •Denise M. Morrison (Chair through February 2026) Meetings held in 2025: 5 | ||
Delegation to Subcommittees Under its charter, the Governance Committee may delegate to a subcommittee consisting of one or more Directors 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. Senior Leadership Participation in 2025 Committee Meetings The President and CEO; EVP and CHRO; and Corporate Secretary, participate in meetings. Other senior leaders, including the Regional President, EMEA and Global Sustainability and Chair of the MetLife Foundation; the VP, Corporate Givings and Employee Volunteerism, and President of MetLife Foundation; and VP, Global Sustainability, are present when appropriate. Executive sessions of the Governance Committee are held at all regular meetings. | ||
44 | |
Investment Committee | Role and Key Responsibilities: •oversees the management of the investment activities of the Company and all of its direct and indirect subsidiaries (collectively, the enterprise); •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 and the enterprise’s investment portfolio. | |
Chair | ||
Carla A. Harris (Chair since January 2025) | ||
Delegation to Subcommittees Under its charter, the Investment Committee may delegate to a subcommittee of one or more Directors any portion of its oversight responsibilities, if it believes such delegation is in the Company’s best interests and the delegation is not prohibited by law or regulation. Senior Leadership Participation in 2025 Committee Meetings The EVP, CRO, and Head of MII; EVP, Chief Investment Officer MII; EVP MIM; SVP, Investments Finance; SVP, Chief Counsel - Investments; SVP and Chief Market Strategist, participate in meetings. Other senior leaders, including the EVP, Global Real Estate and Agriculture Investments; Managing Director, Private Capital; and Managing Director, Debt Strategies, are present when appropriate. Executive Sessions Executive sessions of the Investment Committee are held at all regular meetings. | ||
Members | ||
R. Glenn Hubbard | William E. Kennard | |
Christian S. Mumenthaler (since May 2025) | Michelle Seitz (since February 2026) | |
Independent Directors: 5 Also Includes Two Independent Directors Not Standing for Re-election at 2026 Annual Meeting: •Carlos M. Gutierrez •Denise M. Morrison Meetings held in 2025: 5 | ||
Executive Committee | ||
The Executive Committee is a standing committee of the Board composed of the President and CEO, who serves as Chair, the Independent Chairman of the Board, and the Chair of each Principal Standing Committee. The Committee is authorized to act on behalf of the full Board when it is impractical to convene a meeting of the full Board, to the extent permitted by law. The Committee did not meet in 2025. | ||
2026 PROXY STATEMENT | 45 |
42.7%1 | 20%1 | 8%1 | ü | |||
Investors and leading proxy advisory firms were invited to meet to discuss issues important to them for the 2026 proxy season. | Investors participated in such meetings. | The Independent Chairman of the Board led the discussion with one of the Company’s top institutional investors. | Many shareholders who declined to meet indicated that they had no concerns that merited discussion. |
Topics Discussed and Feedback Incorporated | |||
•MetLife’s New Frontier strategy •Corporate governance including Board composition, refreshment, and succession planning, and committee chair and member rotation •Annual Board and Committee evaluations •Biennial individual Director evaluations •Enhanced Director Competencies, new Committee matrix, and outside Board commitments •New Director and New Committee chair orientation program | •Director continuing education •Board oversight of risk •Shareholder right to call a special meeting and proxy access •Executive compensation program review •Goals and assessment of executive performance •Sustainability strategy alignment to facilitate business objectives •Sustainability priorities and highlights | ||
Shareholders did not express concerns regarding the Company’s sustainability strategy, executive compensation, Board composition or governance structure. | |||
January – April | April – June | June | June – December | |||
Pre-Annual Meeting | Voting Period | Annual Meeting | Post-Annual Meeting | |||
•Corporate Secretary discusses shareholder proposal(s), if any, with proponent(s); senior management discusses same with the Governance Committee; Committee Chair reports to the Board •Senior management and Directors (as necessary) discuss issues of corporate governance, compensation, sustainability (among others) with shareholders •Corporate Secretary reports to the Governance Committee on shareholder engagement; Committee Chair reports to the Board | •Senior management discusses recommendations and ratings of proxy advisory firms with the Governance and Compensation Committees; Committee Chairs report to the Board •Board 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 | •Senior management discusses voting results, new topics of interest for the upcoming year, and shareholder proposal(s), if any, with the Governance and Compensation Committees as appropriate; Committee Chairs report to the Board •Senior management and Directors (as necessary) discuss issues of corporate governance, compensation, sustainability (among others) with shareholders and leading proxy advisory firms |
46 | |
Individual Directors or Full Board •Written communications from security holders to individual Directors or to the full Board of Directors should state that the communication is from a MetLife security holder. •The Corporate Secretary may require reasonable evidence that the communication or other submission is, in fact, from a MetLife security holder before transmitting it to the individual Director or to the full Board. | Non-Management Directors •Written communications from interested parties to Non-Management Directors should specify that the communication is for the attention of the MetLife, Inc. Non-Management Directors. | Audit Committee •Written communications from interested parties to the Audit Committee should specify that the communication is for the attention of the MetLife, Inc. Audit Committee. •Interested parties may also transmit a communication to the Audit Committee by contacting the MetLife Ethics & Fraud HelpLine by telephone at 1-888-320-1671 or online at www.metlifehelpline.ethicspoint.com. Such individual must specify that the communication is for the attention of the MetLife, Inc. Audit Committee. Anonymous communications will be accepted. |
Code of Business Ethics for Directors | •The Board adopted the Code of Business Ethics for Directors of MetLife, which is applicable to all Directors, including the CEO who is a member of the Board. The purpose of the code is to help Directors uphold the highest standards of business conduct, honesty and integrity to help foster an ethical culture of transparency and accountability. | |
Code of Business Ethics for Employees | •The Company adopted the MetLife Code of Business Ethics, which applies to all employees, including the CEO who is a member of the Board. The code is the foundation for MetLife’s values and represents the Company’s core beliefs for conducting business. | |
Code of Business Ethics for Financial Management | •The Company adopted the MetLife Financial Management Code of Business Ethics, a “code of ethics” as defined under the rules of the SEC, that applies to the CEO, CFO, CAO, and all professionals in a finance, accounting, treasury, tax actuarial, audit or investor relations role in the MetLife enterprise. | |
2026 PROXY STATEMENT | 47 |
48 | |
2026 PROXY STATEMENT | 49 |
Name1 | Fees Earned or Paid in Cash ($) | Stock Awards2 ($) | All Other Compensation3,4 ($) | Total ($) |
Cheryl W. Grisé5 | 75,000 | 87,578 | 912 | 163,490 |
Carlos M. Gutierrez | 150,000 | 175,081 | 1,704 | 326,785 |
Carla A. Harris6 | 175,000 | 175,081 | 1,704 | 351,785 |
Laura J. Hay6 | 190,000 | 175,081 | 1,704 | 366,785 |
David L. Herzog5 | 52,597 | 61,445 | 648 | 114,690 |
R. Glenn Hubbard, Ph.D.4, 6 | 275,000 | 300,242 | 31,150 | 606,392 |
Jeh C. Johnson | 150,000 | 175,081 | 1,704 | 326,785 |
Edward J. Kelly, III5 | 75,000 | 87,578 | 912 | 163,490 |
William E. Kennard6 | 190,000 | 175,081 | 6,704 | 371,785 |
Diana L. McKenzie | 150,000 | 175,081 | 6,704 | 331,785 |
Denise M. Morrison6 | 175,000 | 175,081 | 1,704 | 351,785 |
Christian S. Mumenthaler, Ph.D.5 | 97,890 | 114,250 | 1,176 | 213,316 |
Mark A. Weinberger6 | 180,000 | 175,081 | 1,704 | 356,785 |
Grant Date Fair Value of Stock Awards ($)a | |||||
Grant Date | R. Glenn Hubbard, Ph.D. | Cheryl W. Grisé and Edward J. Kelly, III | David L. Herzog | Christian S. Mumenthaler, Ph.D. | All Other Non- Management Directors |
January 2, 2025 | 75,074 | 43,752 | 43,752 | — | 43,752 |
April 1, 2025 | 75,073 | 43,826 | 17,693 | — | 43,826 |
May 1, 2025 | — | — | — | 26,747 | — |
June 17, 2025 | 75,047 | — | — | 43,752 | 43,752 |
October 1, 2025 | 75,048 | — | — | 43,751 | 43,751 |
Value ($) | |
Life Insurancea | 1,584 |
Business Travel Insuranceb | 120 |
Charitable Matching Gifts Programc | 5,000 |
50 | |
Retainer1 | Amount ($) |
Board (cash) | 150,000 |
Board (value of fully vested shares)2 | 175,000 |
Chairman of the Board (cash) | 125,000 |
Chairman of the Board (value of fully vested shares)2 | 125,000 |
Chair of the Audit Committee (cash) | 40,000 |
Chair of the Compensation Committee (cash) | 30,000 |
Chair of the Finance and Risk Committee (cash) | 40,000 |
Chair of the Governance Committee (cash) | 25,000 |
Chair of the Investment Committee (cash) | 25,000 |
2026 PROXY STATEMENT | 51 |
02 |
| The Audit Committee and Board of Directors recommend 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, 2026. |
52 | |
The Audit Committee and Board of Directors recommend 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, 2026. |
2026 PROXY STATEMENT | 53 |
(in millions) | 2025 ($) | 2024 ($) |
Audit Fees1 | 53.3 | 60.2 |
Audit-Related Fees2 | 7.0 | 5.4 |
Tax Fees3 | 5.8 | 4.9 |
All Other Fees4 | 0.2 | 1.4 |
Total | 66.3 | 71.9 |
54 | |
2026 PROXY STATEMENT | 55 |
03 |
| 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.” |
Accordingly, the Board of Directors recommends that you vote FOR this proposal. |
56 | |
2026 PROXY STATEMENT | 57 |
Compensation Discussion and Analysis The Compensation Discussion and Analysis describes the objectives and policies underlying MetLife’s executive compensation program for the NEOs and the rest of the executive officers of MetLife. It also describes the key factors that the Compensation Committee (Committee) considered in determining the compensation of the executive officers, including the CEO and other NEOs. | The NEOs in this Proxy Statement are: | |||||
Michel A. Khalaf President and CEO |  | |||||
 | John D. McCallion EVP, CFO of MetLife, Inc., and Head of MIM | |||||
 | Bill Pappas EVP and Head of GTO | |||||
 | Ramy Tadros Regional President, U.S. Business, and Head of MLH | |||||
 | Marlene Debel EVP, CRO of MetLife, Inc., and Head of MII | |||||
Discussion and Compensation for 2025 | ||||||
For 2025, MetLife maintained its commitment to its pay-for- performance philosophy. The Committee’s decisions on the compensation of the NEOs reflected the Committee’s view of the Company’s overall strategic direction and financial performance, and each executive’s performance relative to these goals and other challenges and opportunities that arose in 2025. | ||||||
58 | |
n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | ||
n | Annual Cash Incentive | n | Variable (performance-based) |
2026 PROXY STATEMENT | 59 |
60 | |
01 | How did we perform? |
Delivered on key financial commitments •Double digit Core Adjusted EPS growth of 10% year over year •Core Adjusted ROE of 16.0%, within the target range of 15-17% •Average 2024 / 2025 Core Free Cash Flow Ratio (FCF Ratio) totaled 81%, above the target range of 65% to 75% •Core Direct Expense Ratio of 11.7%, better than the 12.1% target | Created shareholder value •Returned ~$4.4 billion to shareholders •Deployed capital to its highest and best use at high-teen Internal Rate of Return (IRR)1 and mid-single digit payback periods •Completed the acquisition of PineBridge Investments, a leading global asset manager with ~$100 billion in assets under management •Executed strategic reinsurance transactions with Chariot Reinsurance, Ltd. (Chariot Re) and Talcott Reinsurance Life Insurance Company (Talcott) | ||
2026 PROXY STATEMENT | 61 |
2025 results exceeded 2024 results, including higher VII and favorable volume growth. Aligns with New Frontier 5-year commitment of double-digit EPS growth. |
Core Adjusted ROE 2025 results exceeded 2024. 2025 performance of 16.0% was within our 15% - 17% New Frontier strategy target range. The 2025 Core Direct Expense Ratio of 11.7% improved from 12.1% for 2024 and beat our New Frontier strategy 2025 target of 12.1%. | |
Core FCF Ratio of 81% exceeded the two-year target ratio of 65% - 75%. | |
62 | |
Compensation Committee Performance-Year Incentive Decisions (made in 2026) | |||||||
Performance Year 2025 | 2025 Versus 20244 | ||||||
Name | Base Salary Earned ($) | AVIP Award ($)1 | LTI Granted in 2026 ($)2 | Total Compensation ($)3 | AVIP Award (%) | LTI (%) | Total Compensation (%) |
Michel A. Khalaf | 1,500,000 | 4,600,000 | 17,400,000 | 23,500,000 | — | 8.1 | 5.9 |
John D. McCallion | 1,046,250 | 2,600,000 | 6,000,000 | 9,646,250 | — | 9.1 | 5.9 |
Bill Pappas | 963,750 | 2,100,000 | 5,150,000 | 8,213,750 | — | 8.4 | 5.6 |
Ramy Tadros | 941,250 | 2,100,000 | 5,000,000 | 8,041,250 | — | 5.3 | 3.7 |
Marlene Debel | 842,500 | 2,000,000 | 3,800,000 | 6,642,500 | — | 8.6 | 5.2 |
2026 PROXY STATEMENT | 63 |
64 | |
Michel A. Khalaf, President and CEO | 2025 Total Compensation: $23.5M | |||
In 2025, Mr. Khalaf launched MetLife’s New Frontier strategy to drive growth and deliver attractive returns with lower risk. Amid an increasingly volatile and uncertain external environment, the Company remained focused on expense discipline and relentless execution against key strategic priorities. | Salary | 6% | ||
AVIP | 20% | |||
LTI | 74% | |||
Total Variable (performance-based) | 94% | |||
2026 PROXY STATEMENT | 65 |
John D. McCallion, EVP, CFO of MetLife, Inc., and Head of MIM | 2025 Total Compensation: $9.6M | |||
John McCallion is EVP, CFO of MetLife, Inc., and Head of MIM. Mr. McCallion is responsible for all financial management matters, including financial reporting, treasury, corporate actuarial, tax, investor relations and mergers and acquisitions. As head of MIM, he oversees MIM’s approximately $741.7 billion in total AUM. | Salary | 11% | ||
AVIP | 27% | |||
LTI | 62% | |||
Total Variable (performance-based) | 89% | |||
66 | |
Bill Pappas, EVP and Head of GTO | 2025 Total Compensation: $8.2M | |||
Mr. Pappas leads GTO which includes technology development, infrastructure, information and cybersecurity, data strategy and analytics, customer service, operations, crisis management, business continuity, corporate real estate, and procurement across MetLife’s businesses serving over 100 million customers in 40+ markets globally. | Salary | 12% | ||
AVIP | 25% | |||
LTI | 63% | |||
Total Variable (performance-based) | 88% | |||
2026 PROXY STATEMENT | 67 |
Ramy Tadros, Regional President, U.S. Business, and Head of MLH | 2025 Total Compensation: $8.0M | |||
Ramy Tadros serves as Regional President of MetLife’s U.S. Business and leads MLH. Mr. Tadros oversees two industry-leading businesses in the U.S.: Group Benefits and RIS, and also leads MLH which contains products and businesses no longer actively marketed in the U.S. The businesses under Mr. Tadros’ leadership collectively represent more than 60% of MetLife’s Core Adjusted Earnings for 2025. | Salary | 12% | ||
AVIP | 26% | |||
LTI | 62% | |||
Total Variable (performance-based) | 88% | |||
Marlene Debel, EVP, CRO of MetLife, Inc., and Head of MII | 2025 Total Compensation: $6.6M | |||
Marlene Debel is EVP, CRO of MetLife, Inc., and Head of MII, responsible for monitoring, analyzing and managing both financial and non-financial risk for the enterprise, as well as overseeing MetLife’s general account investment portfolio. | Salary | 13% | ||
AVIP | 30% | |||
LTI | 57% | |||
Total Variable (performance-based) | 87% | |||
68 | |
02 | What are our executive compensation practices? |
2026 PROXY STATEMENT | 69 |
70 | |
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 Committee assessment of all of the factors as a whole | •Serve as the primary compensation vehicle for recognizing and differentiating business and individual performance each year •Motivate executive officers 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 LTI Awards are: •Based on the Committee’s assessment of individual responsibility, performance, relative contribution, and potential for assuming increased responsibilities, and future contributions •Dependent on a combination of MetLife’s performance and the value of shares (Performance Shares), or the value of shares (Restricted Stock Units), Cash-paid equivalents may be used outside the U.S. •Granted each year to provide overlapping vesting and performance cycles •Delivered to executive officers as part of Total Compensation, in these proportions | •Ensure that executive officers have a significant continuing stake in the long-term financial success of the Company (see “Executive Share Ownership” in How do •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 officers to outperform MetLife’s competition •Encourage executives to remain with MetLife |
n | Restricted Stock Units | n | Performance Shares |
2026 PROXY STATEMENT | 71 |
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 officer’s employment is terminated without cause or the executive officer resigns with good reason following a change-in-control •Replacement or vesting of LTI | •Retain executive officers during a change-in-control •Promote the unbiased efforts of the executive officers 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 |
72 | |
03 | How did we compensate our CEO and other Named Executive Officers? |
2026 PROXY STATEMENT | 73 |
Reason for adjustment | Amount (in millions, net of income tax) ($) |
VII adjustment per AVIP design feature | 72 |
Asbestos litigation expense | 52 |
Strategic reinsurance transactions | 31 |
Mexico industry-wide tax law change | 100 |
Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset amortization | (58) |
Total change to Adjusted Earnings for AVIP | 197 |
74 | |
2026 PROXY STATEMENT | 75 |
Adjusted ROE Performance as a Percentage of Business Plan Goal (%) | TSR Performance as a Percentile of Peers (%tile) | Performance Factor (%) | |
Below Threshold | 0-79 | 0-24th | — |
Threshold | 80 | 25th | 25 |
Target | 100 | 50th | 100 |
Maximum | 120 | 87.5th | 175 |
Above Maximum | 121+ | 87.6th-99th | 175 |
76 | |
2026 PROXY STATEMENT | 77 |
2023-2025 Performance Shares - Realized Value Illustration | ||||
Event | # of Shares (example only) | Date | Share Price ($) | Award Value (pre-tax) ($) |
At Grant | 1,000 | February 28, 2023 | 71.73 | 71,730 |
At Board approval of 57.5% of Target Performance Factor | 575 | February 24, 2026 | 75.34 | 43,321 |
Award Value at Board approval of Performance Factor as a % of Award Value at Grant (reflects Performance Factor and change in Share price) | 60% | |||
78 | |
2026 PROXY STATEMENT | 79 |
80 | |
04 | How do we review compensation against peer companies? |
2026 PROXY STATEMENT | 81 |
Compensation Comparator Group: Insurance and Financial Services Companies (with ticker symbol) | ||||||||
Aflac (AFL) | The Hartford (HIG) | Allianz (ALV) | Principal Financial (PFG) | Performance Share TSR Peers: Insurance Companies (with ticker symbol) | ||||
AIG (AIG) | Manulife (MFC) | Dai-ichi (8750) | Prudential plc (PRU LN) | |||||
Allstate (ALL) | Prudential (PRU) | Globe Life Inc. (GL) | Unum (UNM) | |||||
AXA (AXA) | Sun Life (SLF) | Legal & General (LGEN) | Zurich (ZURN) | |||||
Chubb (CB) | Travelers (TRV) | Lincoln National (LNC) | ||||||
American Express (AXP) | Morgan Stanley (MS) | |||||||
Bank of America (BAC) | U.S. Bancorp (USB) | |||||||
Citigroup (C) | Wells Fargo (WFC) | |||||||
JPMorgan Chase (JPM) | ||||||||
Revenues2 | Total Assets3 | Market Capitalization3 | |
MetLife Percentile of Comparator Group1 | 71% | 56% | 23% |
82 | |
05 | 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 gains and losses attributable to investments, derivatives and market risk benefit remeasurement •Executives are not penalized for hedging business exposures to 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 •AVIP VII collar facilitates prudent risk management •Company assesses Executives’ performance in risk management and governance practices | |
Long-term focus | •Three-year overlapping performance periods and vesting for LTI compensation •Time horizons for compensation reflect the extended time horizons to realize the results of many business decisions | |
Compensation Recoupment Policies (“clawback” and forfeiture) | Performance-Based Compensation Recoupment Policy •Applies to all employees, including executive officers •Company may seek to recoup performance-based compensation with respect to the period of misconduct •Misconduct is fraudulent or other wrongful conduct that causes the Company or business financial or reputational harm, including an accounting restatement required by material noncompliance with financial reporting requirements •For executive officers, Company may also seek to recoup compensation based on materially inaccurate performance measures, regardless of fault •Applies to all equity award types (both time and performance based) Recoupment of Erroneously Awarded Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act Policy •Executive officers, including former officers are required to repay erroneously awarded compensation in the event of certain financial restatements regardless of fault | |
Hedging and pledging policies | •Directors and employees, including executive officers, 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 | •CRO reviews program, including incentive and commission arrangement below the executive level under Committee oversight and reports to the 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 •CRO concluded for 2025 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 guidelines | •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 officers •Expected to retain all net shares acquired from compensation awards to achieve and maintain ownership at or above the guideline |
2026 PROXY STATEMENT | 83 |
Name | Guideline (Multiple of Annual Base Salary Rate) | What Counts | What Does Not Count | |
Michel A. Khalaf | 7x | Shares the executives or their immediate family members own directly or in trust Shares deferred by the executives under the Company’s nonqualified deferred compensation program | Outstanding LTI awards | |
John D. McCallion | 4x | |||
Bill Pappas | 4x | |||
Ramy Tadros | 4x | |||
Marlene Debel | 4x |
84 | |
Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | Option Awards ($)2 | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) |
Michel A. Khalaf President and CEO | 2025 | 1,500,000 | 14,797,601 | — | 4,600,000 | 1,095,186 | 371,486 | 22,364,273 |
2024 | 1,500,000 | 11,590,462 | 1,672,128 | 4,600,000 | 636,545 | 322,044 | 20,321,179 | |
2023 | 1,475,000 | 11,285,532 | 1,597,381 | 4,800,000 | 1,088,180 | 279,916 | 20,526,009 | |
John D. McCallion EVP, CFO of MetLife, Inc., and Head of MIM | 2025 | 1,046,250 | 5,055,050 | — | 2,600,000 | 535,623 | 180,489 | 9,417,412 |
2024 | 1,012,500 | 3,863,550 | 557,376 | 2,600,000 | 290,485 | 171,646 | 8,495,557 | |
2023 | 980,000 | 4,414,433 | 528,784 | 2,700,000 | 460,687 | 189,425 | 9,273,329 | |
Bill Pappas EVP and Head of GTO | 2025 | 963,750 | 4,365,808 | — | 2,100,000 | 367,298 | 122,550 | 7,919,406 |
2024 | 930,625 | 3,322,679 | 479,349 | 2,100,000 | 286,343 | 125,225 | 7,244,221 | |
2023 | 901,250 | 3,624,013 | 448,921 | 2,200,000 | 343,987 | 128,050 | 7,646,221 | |
Ramy Tadros Regional President, U.S. Business, and Head of MLH | 2025 | 941,250 | 4,365,808 | — | 2,100,000 | 393,642 | 121,650 | 7,922,350 |
2024 | 907,500 | 3,338,083 | 481,576 | 2,100,000 | 230,028 | 124,300 | 7,181,487 | |
2023 | 876,250 | 3,643,454 | 451,678 | 2,200,000 | 360,686 | 127,050 | 7,659,118 | |
Marlene Debel EVP, CRO of MetLife, Inc., and Head of MII | 2025 | 842,500 | 3,216,919 | — | 2,000,000 | 395,915 | 138,394 | 6,593,728 |
2024 | 815,000 | 2,125,006 | 306,558 | 2,000,000 | 271,475 | 122,796 | 5,640,835 | |
2023 | 747,917 | 2,514,875 | 291,935 | 1,800,000 | 270,014 | 102,129 | 5,726,870 |
Name | Hypothetical Grant Date Fair Value of 2025-2027 Performance Shares at Maximum Performance Level ($) |
Michel A. Khalaf | 18,126,938 |
John D. McCallion | 6,192,380 |
Bill Pappas | 5,348,109 |
Ramy Tadros | 5,348,109 |
Marlene Debel | 3,940,688 |
2026 PROXY STATEMENT | 85 |
Name | 401(k) Plan and Match Plan Employer Contributions ($)a | Perquisites and Other Personal Benefits ($)b,c | Total ($) |
Michel A. Khalaf | 244,000 | 127,486 | 371,486 |
John D. McCallion | 145,850 | 34,639 | 180,489 |
Bill Pappas | 122,550 | — | 122,550 |
Ramy Tadros | 121,650 | — | 121,650 |
Marlene Debel | 113,700 | 24,694 | 138,394 |
Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards1 | All Other Stock Awards: Number of Shares of Stock or Units (#)2 | Grant Date Fair Value of Stock Awards ($)3 | ||
Threshold (#) | Target (#) | Maximum (#) | ||||
Michel A. Khalaf | February 25, 2025 | 34,276 | 137,105 | 239,933 | 10,358,283 | |
February 25, 2025 | 58,760 | 4,439,318 | ||||
John D. McCallion | February 25, 2025 | 11,709 | 46,837 | 81,964 | 3,538,535 | |
February 25, 2025 | 20,073 | 1,516,515 | ||||
Bill Pappas | February 25, 2025 | 10,112 | 40,451 | 70,789 | 3,056,073 | |
February 25, 2025 | 17,336 | 1,309,735 | ||||
Ramy Tadros | February 25, 2025 | 10,112 | 40,451 | 70,789 | 3,056,073 | |
February 25, 2025 | 17,336 | 1,309,735 | ||||
Marlene Debel | February 25, 2025 | 7,451 | 29,806 | 52,160 | 2,251,843 | |
February 25, 2025 | 12,774 | 965,076 | ||||
86 | |
Option Awards1, 6 | Stock Awards | ||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)5 | |
Michel A. Khalaf | 28,817 | — | 46.85 | February 27, 2027 | |||||
34,608 | — | 45.50 | March 1, 2028 | ||||||
90,726 | — | 44.65 | February 25, 2029 | ||||||
94,578 | — | 47.58 | February 24, 2030 | ||||||
90,126 | — | 57.43 | February 22, 2031 | ||||||
85,472 | — | 68.96 | February 21, 2032 | ||||||
60,644 | 30,323 | 71.73 | February 27, 2033 | ||||||
32,538 | 65,076 | 69.16 | February 26, 2034 | ||||||
90,558 | 7,148,649 | 505,621 | 39,913,722 | ||||||
John D. McCallion | 6,533 | — | 46.85 | February 27, 2027 | |||||
10,712 | — | 45.50 | March 1, 2028 | ||||||
30,242 | — | 44.65 | February 25, 2029 | ||||||
34,048 | — | 47.58 | February 24, 2030 | ||||||
31,348 | — | 57.43 | February 22, 2031 | ||||||
29,361 | — | 68.96 | February 21, 2032 | ||||||
20,075 | 10,038 | 71.73 | February 27, 2033 | ||||||
10,846 | 21,692 | 69.16 | February 26, 2034 | ||||||
42,490 | 3,354,161 | 170,528 | 13,461,480 | ||||||
Bill Pappas | 27,430 | — | 57.43 | February 22, 2031 | |||||
25,120 | — | 68.96 | February 21, 2032 | ||||||
17,043 | 8,522 | 71.73 | February 27, 2033 | ||||||
9,327 | 18,656 | 69.16 | February 26, 2034 | ||||||
34,289 | 2,706,774 | 146,954 | 11,600,549 | ||||||
Ramy Tadros | 5,933 | — | 45.50 | March 1, 2028 | |||||
20,162 | — | 44.65 | February 25, 2029 | ||||||
28,374 | — | 47.58 | February 24, 2030 | ||||||
27,430 | — | 57.43 | February 22, 2031 | ||||||
25,283 | — | 68.96 | February 21, 2032 | ||||||
17,148 | 8,574 | 71.73 | February 27, 2033 | ||||||
9,371 | 18,742 | 69.16 | February 26, 2034 | ||||||
34,335 | 2,710,405 | 147,307 | 11,628,415 | ||||||
Marlene Debel | 10,600 | — | 46.85 | February 27, 2027 | |||||
10,712 | — | 45.50 | March 1, 2028 | ||||||
12,013 | — | 44.65 | February 25, 2029 | ||||||
13,241 | — | 47.58 | February 24, 2030 | ||||||
15,674 | — | 57.43 | February 22, 2031 | ||||||
15,986 | — | 68.96 | February 21, 2032 | ||||||
11,083 | 5,542 | 71.73 | February 27, 2033 | ||||||
5,965 | 11,931 | 69.16 | February 26, 2034 | ||||||
26,493 | 2,091,357 | 100,871 | 7,962,757 | ||||||
2026 PROXY STATEMENT | 87 |
Maximum Performance Sharesa | ||
2024-2026 (#) | 2025-2027 (#) | |
Michel A. Khalaf | 265,688 | 239,933 |
John D. McCallion | 88,564 | 81,964 |
Bill Pappas | 76,165 | 70,789 |
Ramy Tadros | 76,518 | 70,789 |
Marlene Debel | 48,711 | 52,160 |
88 | |
Name | Plan Name | Number of Years Credited Service (#)1 | Present Value of Accumulated Benefit ($)2,3 |
Michel A. Khalaf | Retirement Plan | 6.67 | 182,178 |
Auxiliary Plan | 6.67 | 3,805,194 | |
Global Plan | 2.42 | 1,267,927 | |
Overseas Plan | 27.66 | 2,535,613 | |
John D. McCallion | Retirement Plan | 18.50 | 449,210 |
Auxiliary Plan | 18.50 | 2,546,043 | |
Bill Pappas | Retirement Plan | 5.08 | 127,457 |
Auxiliary Plan | 5.08 | 1,381,991 | |
Ramy Tadros | Retirement Plan | 7.33 | 169,864 |
Auxiliary Plan | 7.33 | 1,682,459 | |
Marlene Debel | Retirement Plan | 13.50 | 354,354 |
Auxiliary Plan | 13.50 | 1,865,323 |
2026 PROXY STATEMENT | 89 |
90 | |
Option Awards | Stock Awards | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise1 ($) | Number of Shares Acquired on Vesting2 (#) | Value Realized on Vesting3 ($) | |
Michel A. Khalaf | — | — | 111,815 | 9,105,752 | |
John D. McCallion | — | — | 37,158 | 3,026,607 | |
Bill Pappas | — | — | 31,608 | 2,574,811 | |
Ramy Tadros | — | — | 31,797 | 2,590,188 | |
Marlene Debel | — | — | 20,482 | 1,668,169 | |
Name | Plan Name | Registrant Contributions in Last FY ($)1 | Aggregate Earnings in Last FY ($)2 | Aggregate Balance at Last FYE ($)3,4 |
Michel A. Khalaf | Match Plan | 230,000 | 215,273 | 1,919,324 |
John D. McCallion | Match Plan | 131,850 | 249,646 | 1,756,754 |
Bill Pappas | Match Plan | 108,550 | 82,939 | 744,952 |
Ramy Tadros | Match Plan | 107,650 | 136,798 | 1,070,465 |
Marlene Debel | Match Plan | 99,700 | 21,845 | 781,367 |
2026 PROXY STATEMENT | 91 |
Leadership Plan | 2025 Returns (%) | Match Plan | 2025 Returns (%) | |
Auxiliary Fixed Income Fund | 3.00 | Auxiliary Fixed Income Fund | 3.00 | |
American Funds - The Bond Fund of America - Class F-3 | 7.52 | Bond Index Fund | 7.25 | |
Oakmark Fund® - Institutional Class (OANMX) | 14.37 | Balanced Index Fund | 12.60 | |
Small Cap Equity Index Fund | 12.89 | Large Cap Equity Index Fund | 17.83 | |
Oakmark International Fund - Institutional Class (OANIX) | 32.70 | Large Cap Value Index Fund | 15.84 | |
S&P 500® Index | 17.88 | Large Cap Growth Index Fund | 18.55 | |
Russell 2000® Index | 12.81 | Mid Cap Equity Index Fund | 7.50 | |
MSCI EAFE® Index | 31.22 | Small Cap Equity Fund | 12.89 | |
Bloomberg U.S. Aggregate Bond Index | 7.30 | International Equity Fund | 20.16 | |
ICE Bank of America (BofA) Merrill Lynch U.S. High Yield Index | 8.50 | |||
MSCI Emerging Markets Index | 33.57 | |||
MetLife Deferred Shares Fund | (0.81) |
92 | |
Voluntary Resignation1 | Death | Severance-Eligible Termination4 (No Change-in-Control) | Change- in- Control8,9 | Severance Eligible Termination (Change-in-Control)4,8 | |||||
Name | ($) | Accelerated Stock Options2 ($) | Issuance of Shares for Share Awards3 ($) | Severance Pay5 ($) | Out- placement6 ($) | Pro-Rata Delivery of Shares for Share Awards7 ($) | ($) | Severance Pay10 ($) | Benefits Continuation11 ($) |
Michel A. Khalaf | — | 855,072 | 29,956,547 | 1,269,231 | 3,071 | — | — | 12,600,000 | 142,776 |
John D. McCallion | — | 284,522 | 11,046,470 | 953,558 | 3,071 | — | — | 7,510,000 | 94,397 |
Bill Pappas | — | 243,900 | 9,335,682 | 635,865 | 3,071 | 3,517,800 | — | 6,345,000 | 88,702 |
Ramy Tadros | — | 245,116 | 9,355,259 | 657,692 | 3,071 | 3,527,100 | — | 6,300,000 | 88,113 |
Marlene Debel | — | 156,643 | 6,641,538 | 686,538 | 3,071 | — | — | 5,183,333 | 107,378 |
2026 PROXY STATEMENT | 93 |
Value of Initial Fixed $100 Investment Based on: 4 | ||||||||
Year | Summary Compensation Table Total for CEO1 ($) | Compensation Actually Paid to CEO1,2,3 ($) | Average Summary Compensation Table Total for Non-CEO NEOs1 ($) | Average Compensation Actually Paid to Non-CEO NEOs1,2,3 ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return5 ($) | Net Income6 (US GAAP) ($ in millions) | Company Selected Performance Measure: Adjusted Earnings6,7 ($ in millions) |
2025 | ||||||||
2024 | ||||||||
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
94 | |
Deductions from SCT Total | Additions to SCT Total | ||||||||||
Equity Component | Pension Component | Equity Componenta | Pension Componentb | ||||||||
Year | SCT Total ($) | Grant Date Fair Value of Equity Awards Granted in the Applicable Year ($) | Change in the Actuarial Present Value of Pension Benefits for the Applicable Year ($) | Fair Value of Current Year Equity Awards Unvested at End of Applicable Year ($) | Change in Fair Value of Prior Years' Awards Unvested at End of Applicable Year ($) | Change in Fair Value of Prior Years' Awards that Vested in Applicable Year ($) | Pension Service Costs ($) | CAP ($) | |||
CEO | |||||||||||
2025 | ( | ( | |||||||||
2024 | |||||||||||
2023 | ( | ||||||||||
2022 | |||||||||||
2021 | |||||||||||
Non-CEO NEOs | |||||||||||
2025 | ( | ( | |||||||||
2024 | |||||||||||
2023 | ( | ||||||||||
2022 | |||||||||||
2021 | |||||||||||
2026 PROXY STATEMENT | 95 |
96 | |
Most Important Performance Measures |
Adjusted Earnings1 |
Adjusted ROE2 |
TSR relative to TSR Peer Group3 |
2026 PROXY STATEMENT | 97 |
98 | |
Amount and Nature of Beneficial Ownership | ||||||
Name1 | Common Stock (#)2,3 | Exercisable Stock Options (#)4 | Deferred Shares (#)5 | Total (#) | Percent of Class (%)6 | Deferred Shares Not Beneficially Owned (#)7 |
Michel A. Khalaf | 578,404 | 580,370 | — | 1,158,774 | * | — |
Marlene Debel | 120,849 | 106,781 | — | 227,630 | * | — |
Daniel S. Glaser8 | 1,305 | — | 27 | 1,332 | * | 246 |
Carlos M. Gutierrez | 43,831 | — | — | 43,831 | * | — |
Carla A. Harris | 4,351 | — | 2,706 | 7,057 | * | 2,707 |
Laura J. Hay | — | — | 994 | 994 | * | 3,977 |
R. Glenn Hubbard, Ph.D. | 7,904 | — | 96,726 | 104,630 | * | — |
Jeh C. Johnson | 17 | — | 8,112 | 8,129 | * | — |
William E. Kennard | 10 | — | 45,780 | 45,790 | * | — |
John D. McCallion | 222,464 | 194,049 | — | 416,513 | * | — |
Diana L. McKenzie | — | — | 19,420 | 19,420 | * | 4,331 |
Denise M. Morrison | 33,990 | — | — | 33,990 | * | — |
Christian S. Mumenthaler, Ph.D. | — | — | 2,124 | 2,124 | * | 1 |
Bill Pappas | 69,647 | 96,770 | — | 166,417 | * | — |
Michelle Seitz8 | 273 | — | — | 273 | * | — |
Ramy Tadros | 155,929 | 151,646 | 1,840 | 309,415 | * | 16,564 |
Mark A. Weinberger | 18,080 | — | — | 18,080 | * | — |
Company Board of Directors, but not in any Director’s individual capacity9 | 104,607,712 | — | — | 104,607,712 | 16.2 | — |
All Directors and executive officers, as a group10 | 1,264,574 | 1,133,231 | 177,729 | 2,575,534 | * | 27,826 |
2026 PROXY STATEMENT | 99 |
Name and Address of Beneficial Owner1 | Amount and Nature of Beneficial Ownership | Percent of Class2 |
Beneficiaries of the MetLife Policyholder Trust3 c/o Wilmington Trust Company, as Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890 | 104,607,712 | 16.17% |
Dodge & Cox4 555 California Street, 40th Floor San Francisco, CA 94104 | 53,443,191 | 8.26% |
BlackRock, Inc.5 50 Hudson Yards New York, NY 10001 | 52,733,080 | 8.15% |
100 | |
2026 PROXY STATEMENT | 101 |
102 | |
Proposal | Voting Options | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non- Votes | |
1 | Election of Directors | FOR, AGAINST or ABSTAIN (for each Director nominee) | Majority of votes cast | No effect | No effect |
2026 PROXY STATEMENT | 103 |
Proposal | Voting Options | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non- Votes | |
2 | Audit Matters Ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2026 | FOR, AGAINST or ABSTAIN | Majority of shares represented in-person or by proxy and voting on the subject matter | No effect | Not applicable |
3 | Executive Compensation Advisory (non- binding) vote to approve the compensation paid to the Company’s Named Executive Officers | FOR, AGAINST or ABSTAIN | Majority of shares represented in-person or by proxy and voting on the subject matter | No effect | No effect |
104 | |
2026 PROXY STATEMENT | 105 |
2026 PROXY STATEMENT | A-1 |
($ in millions) | |
Adjusted Earnings1 | 5,943 |
Add (Subtract) shortfall (excess) of VII, to the extent more than 10% lower (higher) than the Business Plan target | 72 |
Adjustments | |
Asbestos litigation expense | 52 |
Strategic reinsurance transactions | 31 |
Mexico industry-wide tax law change | 100 |
Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset amortization | (58) |
Adjusted Earnings for AVIP purposes | 6,140 |
Business Plan Adjusted Earnings goal | 6,108 |
Adjusted Earnings for AVIP as a percentage of Business Plan Adjusted Earnings goal | 100.5% |
AVIP Performance Funding Level (for Adjusted Earnings for AVIP of 100.5% of Business Plan goal) | 100.5% |
Total target-performance planning amount of all employees’ AVIP (AVIP Planning Target) | 403 |
Total amount available for all AVIP equals AVIP Performance Funding Level times AVIP Planning Target | 405 |
A-2 | |
2026 PROXY STATEMENT | B-1 |
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) | adjusted earnings | (ii) | adjusted earnings available to common shareholders |
(iii) | adjusted earnings per share (EPS) | (iii) | adjusted earnings available to common shareholders per diluted common share |
(iv) | adjusted return on equity | (iv) | adjusted return on MetLife, Inc.’s common stockholders’ equity |
(v) | direct expense ratio | (v) | direct expense ratio, excluding pension risk transfers (PRT) |
B-2 | |
Non-GAAP financial measures: | Comparable GAAP financial measures: | ||
(i) | total adjusted revenues | (i) | total revenues |
(ii) | total adjusted expenses | (ii) | total expenses |
(iii) | adjusted premiums, fees and other revenues | (iii) | premiums, fees and other revenues |
(iv) | adjusted premiums, fees and other revenues, excluding PRT | (iv) | premiums, fees and other revenues |
(v) | adjusted net investment income | (v) | net investment income |
(vi) | adjusted earnings available to common shareholders | (vi) | net income (loss) available to MetLife, Inc.’s common shareholders |
(vii) | adjusted earnings available to common shareholders, excluding total notable items | (vii) | net income (loss) available to MetLife, Inc.’s common shareholders |
(viii) | adjusted earnings available to common shareholders per diluted common share | (viii) | net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share |
(ix) | adjusted earnings available to common shareholders, excluding total notable items, per diluted common share | (ix) | net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share |
(x) | adjusted return on equity | (x) | return on equity |
(xi) | adjusted return on equity, excluding total notable items | (xi) | return on equity |
(xii) | investment portfolio gains (losses) | (xii) | net investment gains (losses) |
(xiii) | derivative gains (losses) | (xiii) | net derivative gains (losses) |
(xiv) | adjusted capitalization of deferred policy acquisition costs (DAC) | (xiv) | capitalization of DAC |
(xv) | total MetLife, Inc.’s adjusted common stockholders’ equity | (xv) | total MetLife, Inc.’s stockholders’ equity |
(xvi) | total MetLife, Inc.’s adjusted common stockholders’ equity, excluding total notable items | (xvi) | total MetLife, Inc.’s stockholders’ equity |
(xvii) | adjusted book value per common share | (xvii) | book value per common share |
(xviii) | adjusted other expenses | (xviii) | other expenses |
(xix) | adjusted other expenses, net of adjusted capitalization of DAC | (xix) | other expenses, net of capitalization of DAC |
(xx) | adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses | (xx) | other expenses, net of capitalization of DAC |
(xxi) | adjusted expense ratio | (xxi) | expense ratio |
(xxii) | adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT | (xxii) | expense ratio |
(xxiii) | direct expenses | (xxiii) | other expenses |
(xxiv) | direct expenses, excluding total notable items related to direct expenses | (xxiv) | other expenses |
(xxv) | direct expense ratio | (xxv) | expense ratio |
(xxvi) | direct expense ratio, excluding total notable items related to direct expenses and PRT | (xxvi) | expense ratio |
(xxvii) | future policy benefits at original discount rate | (xxvii) | future policy benefits at balance sheet discount rate |
(xxviii) | free cash flow of all holding companies | (xxviii) | MetLife, Inc. (parent company only) net cash provided by (used in) operating activities |
2026 PROXY STATEMENT | B-3 |
B-4 | |
2026 PROXY STATEMENT | B-5 |
B-6 | |
2026 PROXY STATEMENT | B-7 |
B-8 | |
2023 | 2024 | 2025 | ||||||||
(In millions, except per share data) | ||||||||||
Earnings Per Weighted Average Common Share Diluted(1) | Earnings Per Weighted Average Common Share 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 | $1,380 | $4,226 | $5.94 | $3,173 | $4.71 | |||||
Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders: | ||||||||||
Less: Net investment gains (losses) | (2,824) | (1,184) | (1.67) | (1,145) | (1.70) | |||||
Less: Net derivative gains (losses) | (2,140) | (1,623) | (2.28) | (1,939) | (2.88) | |||||
Less: Market risk benefit remeasurement gains (losses) | 994 | 1,109 | 1.56 | 508 | 0.75 | |||||
Less: Other adjustments to net income (loss) | (1,185) | (541) | (0.76) | (789) | (1.17) | |||||
Less: Provision for income tax (expense) benefit | 1,034 | 687 | 0.97 | 631 | 0.94 | |||||
Add: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests | 24 | 18 | 0.03 | 24 | 0.04 | |||||
Add: Preferred stock redemption premium | — | — | — | 12 | 0.02 | |||||
Adjusted earnings available to common shareholders | 5,525 | 5,796 | 8.15 | 5,943 | 8.83 | |||||
Less: Total notable items | (62) | 26 | 0.04 | (43) | (0.06) | |||||
Adjusted earnings available to common shareholders, excluding total notable items | $5,587 | $5,770 | $8.11 | $5,986 | $8.89 | |||||
Weighted average common shares outstanding—diluted | 711.1 | 673.3 | ||||||||
Adjusted earnings available to common shareholders, excluding total notable items | $5,986 | |||||||||
Less: Corporate & Other adjusted earnings available to common shareholders, excluding total notable items | (468) | |||||||||
Adjusted earnings available to common shareholders, excluding Corporate & Other and total notable items | $6,454 | |||||||||
(In millions) | 2025 | |||||||||||||
Group Benefits | Retirement & Income Solutions | Asia | Latin America | EMEA | MIM | Corporate & Other | ||||||||
Adjusted earnings available to common shareholders | $1,692 | $1,671 | $1,702 | $798 | $367 | $200 | $(487) | |||||||
Less: Total notable items | (2) | 13 | 70 | (104) | (1) | — | (19) | |||||||
Adjusted earnings available to common shareholders, excluding total notable items | $1,694 | $1,658 | $1,632 | $902 | $368 | $200 | $(468) | |||||||
2026 PROXY STATEMENT | B-9 |
2024 | 2025 | |||
(In millions) | ||||
Reconciliation of Capitalization of DAC to Adjusted Capitalization of DAC | ||||
Capitalization of DAC | ($2,833) | ($3,219) | ||
Less: Divested businesses | — | — | ||
Adjusted capitalization of DAC | ($2,833) | ($3,219) | ||
Reconciliation of Other Expenses to Adjusted Other Expenses | ||||
Other expenses | $12,792 | $13,904 | ||
Less: Reinsurance activity | 30 | 388 | ||
Less: Other adjustments, excluding reinsurance activity | 49 | 57 | ||
Less: Divested businesses | 38 | 36 | ||
Adjusted other expenses | $12,675 | $13,423 | ||
Other Detail and Ratios | ||||
Other expenses, net of capitalization of DAC | $9,959 | $10,685 | ||
Premiums, fees and other revenues | $52,520 | $57,609 | ||
Expense ratio | 19.0% | 18.5% | ||
Direct expenses | $5,611 | $5,875 | ||
Less: Total notable items related to direct expenses | (152) | 40 | ||
Direct expenses, excluding total notable items related to direct expenses | $5,763 | $5,835 | ||
Adjusted other expenses | $12,675 | $13,423 | ||
Adjusted capitalization of DAC | (2,833) | (3,219) | ||
Adjusted other expenses, net of adjusted capitalization of DAC | $9,842 | $10,204 | ||
Less: Total notable items related to adjusted other expenses | (85) | 183 | ||
Adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses | $9,927 | $10,021 | ||
Adjusted premiums, fees and other revenues | $52,379 | $57,408 | ||
Less: PRT | 4,849 | 7,569 | ||
Adjusted premiums, fees and other revenues, excluding PRT | $47,530 | $49,839 | ||
Direct expense ratio | 10.7% | 10.2% | ||
Direct expense ratio, excluding total notable items related to direct expenses and PRT | 12.1% | 11.7% | ||
Adjusted expense ratio | 18.8% | 17.8% | ||
Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT | 20.9% | 20.1% | ||
B-10 | |
2024 | 2025 | |||
Return on Equity | ||||
Return on MetLife, Inc.’s: | ||||
Common stockholders’ equity | 16.9% | 12.9% | ||
Adjusted return on MetLife, Inc.’s: | ||||
Adjusted common stockholders’ equity | 15.2% | 15.9% | ||
Adjusted common stockholders’ equity, excluding total notable items | 15.2% | 16.0% | ||
2024 | 2025 | |||
(In millions) | ||||
Equity Details | ||||
Total MetLife, Inc.’s stockholders’ equity | $27,445 | $28,398 | ||
Less: Preferred stock | 3,818 | 2,830 | ||
MetLife, Inc.’s common stockholders’ equity | 23,627 | 25,568 | ||
Less: Unrealized investment gains (losses), net of related offsets and income tax | (19,402) | (15,614) | ||
Deferred gains (losses) on derivatives, net of income tax | 370 | (1,588) | ||
Future policy benefits discount rate remeasurement gain (losses), net of income tax | 6,529 | 6,871 | ||
Market risk benefits instrument-specific credit risk remeasurement gains (losses), net of income tax | (71) | (97) | ||
Defined benefit plans adjustment, net of income tax | (1,442) | (1,393) | ||
Estimated fair value of certain ceded reinsurance-related embedded derivatives, net of income tax | (129) | (8) | ||
Total MetLife, Inc.’s adjusted common stockholders’ equity | 37,772 | 37,397 | ||
Less: Accumulated year-to-date total notable items, net of income tax | 26 | (43) | ||
Total MetLife, Inc.’s adjusted common stockholders’ equity, excluding total notable items | $37,746 | $37,440 | ||
Average common stockholders’ equity | $25,008 | $24,570 | ||
Average adjusted common stockholders’ equity | $38,084 | $37,415 | ||
Average adjusted common stockholders’ equity, excluding total notable items | $38,076 | $37,420 | ||
2024 | 2025 | ||
(In millions) | |||
Total Company—Premiums, Fees and Other Revenues | |||
Premiums, fees and other revenues | $52,520 | $57,609 | |
Less: Adjustments to premiums, fees and other revenues: | |||
Asymmetrical and non-economic accounting | 158 | 256 | |
Other | (48) | (63) | |
Divested businesses | 31 | 8 | |
Adjusted premiums, fees and other revenues | $52,379 | $57,408 | |
2026 PROXY STATEMENT | B-11 |
2023 | 2024 | 2025 | ||||
(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 | $4.2 | $4.7 | $2.8 | |||
Adjustments from net cash provided by operating activities to free cash flow: | ||||||
Add: Incremental debt to be at or below target leverage ratios | — | — | 0.4 | |||
Add: Adjustments from net cash provided by operating activities to free cash flow2 | (0.7) | (0.1) | 0.5 | |||
MetLife, Inc. (parent company only) free cash flow | 3.5 | 4.6 | 3.7 | |||
Other MetLife, Inc. holding companies free cash flow3 | 0.1 | — | 1.2 | |||
Free cash flow of all holding companies | $3.6 | $4.6 | $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 | $4.2 | $4.7 | $2.8 | |||
Consolidated net income (loss) available to MetLife, Inc.’s common shareholders | $1.4 | $4.2 | $3.2 | |||
Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders4 | 303% | 112% | 90% | |||
Ratio of free cash flow to adjusted earnings available to common shareholders: | ||||||
Free cash flow of all holding companies5 | $3.6 | $4.6 | $4.9 | |||
Consolidated adjusted earnings available to common shareholders5 | $5.5 | $5.8 | $5.9 | |||
Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders5 | 66% | 79% | 82% | |||
B-12 | |
2026 PROXY STATEMENT | B-13 |
2021 | 2022 | |||
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 | $6,353 | $2,354 | ||
Adjustments from net income (loss) available to MetLife, Inc.’s common shareholders to adjusted earnings available to common shareholders: | ||||
Less: Net investment gains (losses) | 1,529 | (1,262) | ||
Less: Net derivative gains (losses) | (2,228) | (2,372) | ||
Less: Other adjustments to net income (loss) | (1,255) | (790) | ||
Less: Provision for income tax (expense) benefit | 380 | 1,252 | ||
Add: Net income (loss) attributable to noncontrolling interests | 21 | 19 | ||
Add: Preferred stock redemption premium | 6 | — | ||
Adjusted earnings available to common shareholders | $7,954 | $5,545 |
 | 2025 | ||
Embarked on its New Frontier strategy demonstrating bold aspirations for strong growth, attractive returns and all-weather performance. | |||
2023 | |||
Continued to impact its communities with MetLife Foundation reaching over $1 billion in giving, providing important funding to build more resilient communities. | |||
2021 | |||
Increasing its impact as a force for good in the world originating 40 million in impact investments. | |||
2020-2022 | |||
Responded to the global pandemic. More than $3.5 billion paid in COVID-19 claims. | |||
2018 | |||
MetLife celebrates its 150th Anniversary. 1 of only 12 Fortune 100 companies to do so. Happy Birthday MetLife! | |||
2016 | |||
MetLife announces plans to separate a substantial portion of its U.S. Retail business, now called Brighthouse Financial. | |||
2010 | |||
MetLife makes the strategic transformation to a truly global company with the acquisition of American Life Insurance Company. Today, MetLife operates in more than 40 markets. | |||
2008 | |||
MetLife acquires naming rights to the Meadowlands, home to the New York Jets and New York Giants football teams. MetLife Stadium becomes the highest grossing stadium in the world. | |||
2001 | |||
MetLife and MetLife Foundation respond quickly to the events surrounding the 9/11 attacks by paying claims immediately, awarding grants and investing over $1 billion in publicly traded stocks. MetLife becomes the largest life insurer in Mexico with the acquisition Aseguradora Hidalgo. | |||
2000 | |||
MetLife debuts on the New York Stock Exchange under the symbol ”MET.” Its initial public offering of 202,000,000 shares of common stock was priced at $14.25 per share. | |||
1990 | |||
MLIC becomes MetLife. | |||
1985 | |||
Snoopy and the Peanuts gang come on board as MLIC’s brand ambassadors. | |||
1979 | |||
More than 31 million fire rescue door and window stickers are distributed throughout the country as part of MLIC’s most far-reaching public service campaign to promote fire safety. | |||
1976 | |||
The company establishes Metropolitan Life Foundation to carry on its long-standing tradition of improving the lives of the underserved through corporate contributions and community involvement. Today, MetLife Foundation is committed to ensuring financial inclusion globally. | |||
1972 | |||
The formation of Metropolitan Property and Liability Insurance Company (MPL) was announced. In 1974, MPL began selling automobile insurance and, in 1975, homeowners insurance. (MPL was renamed Metropolitan Property and Casualty Insurance Company in 1990.) | |||
1968 | |||
The company marks its 100th anniversary by setting a record for the greatest amount of insurance issued by any company in any year — $13.5 billion. | |||
1962 | |||
The company enters network television with a series of major news programs, CBS-TV News Extras, focused on health and safety campaigns. | |||
1954 | |||
MLIC installs UNIVAC, the first large scale electronic data processing system (computer) in the life insurance industry. | |||
1934 | |||
Fortune Magazine reports, MLIC “is the biggest company in the world,” on a total assets basis, excepting government organizations. | |||
1930s | |||
During the Great Depression, MLIC works closely with America's farmers to rescue farms from foreclosure, and provides construction loans for the construction of the Empire State Building and Rockefeller Center. | |||
1918 | |||
MLIC marks its 50th anniversary. At the time, the company had 20 million policies on file for a total of $4.5 billion. | |||
1917 | |||
The company establishes Group Division to provide employee benefit plans for business and other organizations. It sold 54 master policies the first year of business covering 16,100 lives for $11.2 million of insurance. | |||
1912 | |||
Several rooms at MLIC’s One Madison Avenue complex were made available to the American Red Cross to provide administrative relief and support services for Titanic survivors and victims’ families. | |||
1909 | |||
MLIC establishes a Visiting Nurse Service as part of its Welfare Division free of charge; the service was the first venture of its kind by any life insurance company. | |||
1906 | |||
During the San Francisco earthquake and fire, MLIC is the first insurance company to send a special crew of employees to help in the payment of claims on the spot. The company also declares a premium moratorium the first of its kind in that situation. | |||
1893 | |||
MLIC offers to honor customers' policies lapsed as a direct result of jobs lost in the Depression of 1893. | |||
1879 | |||
MLIC begins selling industrial insurance — insurance issued in small amounts on which premiums were collected weekly at the policyholder's home. | |||
1877 | |||
Two MLIC firsts: the company hires Carrie Foster, its first female associate, and purchases its first typewriter. | |||
1868 | |||
On March 24, MLIC opens its doors for business at its first home office at 243 Broadway in New York City. | |||
