Compensation Committee Report
This report is furnished by the Compensation Committee of the MetLife, Inc. (
MetLife
or the
Company
) Board of Directors. The Compensation Committee has
reviewed and discussed with management the Compensation Discussion and Analysis that is set forth on pages 42 through 68 of the Companys 2016 Proxy Statement and, based on such review and discussion, the Compensation Committee recommended to
the Board of Directors that such Compensation Discussion and Analysis be included in the 2016 Proxy Statement and incorporated by reference in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the
Securities Act
), or the Securities Exchange Act of 1934, as amended (the
Exchange Act
), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent
that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be soliciting material or to be filed under either the Securities Act or the Exchange
Act.
Respectfully,
James M. Kilts, Chair
Cheryl W. Grisé
Alfred F. Kelly, Jr.
Denise M. Morrison
Kenton J. Sicchitano
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MetLife 2016 Proxy Statement
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41
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Compensation Discussion and Analysis
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Compensation Discussion and Analysis
The Compensation Discussion and Analysis describes the objectives and policies underlying MetLifes executive compensation program for the Named
Executive Officers and the rest of the Executive Group. It also describes the key factors that the Compensation Committee considered in determining the compensation of the members of the Executive Group.
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42
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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Highlights of 2015 Business Results
In 2015, under the leadership of Chief Executive Officer Steven A. Kandarian, the Company continued to implement its strategy of refocusing the U.S. business,
building the global employee benefits business, growing emerging markets, and driving toward customer centricity and a global brand. Among other achievements, MetLife continued to manage variable annuity sales, increase global voluntary worksite
benefits sales, increase Operating Earnings from emerging markets, and increase multinational and expatriate sales.
All of the Companys major decisions are
being informed by the need to generate Free Cash Flow and return capital to shareholders. The Company increased Free Cash Flow proportionate to Operating Earnings and total returns to shareholders in 2015.
MetLife began efforts in 2015 that will lead to bold actions to accelerate value. The Company is planning to separate its
U.S. Retail business to produce capital relief. It has also reached an agreement to divest its captive agent channel, which will generate savings. As a result, any new, separate U.S. retail company would have the opportunity to compete more
effectively and generate stronger returns for shareholders, benefiting from greater focus, more flexibility, and a reduced compliance and capital burden.
The
Compensation Committees decisions on the active Named Executive Officers compensation for 2015 reflected its view of the Companys performance and each executives performance relative to his goals and other challenges and
opportunities that arose in 2015. In granting compensation, it continued to emphasize variable performance-based pay over fixed pay, and allocated higher proportions of incentive compensation to stock-based long-term opportunities than to annual
cash awards.
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MetLife 2016 Proxy Statement
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43
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Compensation Discussion and Analysis
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In 2015, under the leadership of Mr. Kandarian and the Executive Group, the Company achieved
the results shown in the following table compared to its Business Plan. The Companys 2014 results and 2014 Business Plan are included for reference.
(The
following performance measures are not calculated based on GAAP. They should be read in conjunction with Appendix A to this Proxy Statement, which includes non-GAAP financial information, definitions and/or reconciliations to the most directly
comparable measures that are based on GAAP.)
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44
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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1
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The 2015 results of Operating Earnings, Operating EPS, Operating ROE, Operating Expense Ratio, Book Value Per Share and Free Cash Flow as a Percentage of Operating Earnings have been adjusted to exclude a non-cash
charge of $792 million, net of income tax, related to an uncertain tax position comprised of a $557 million charge included in provision for income tax expense and a $362 million charge ($235 million net of income tax) included in other
expenses. This non-cash charge is related to tax years 2000 to 2009 for a wholly-owned U.K. subsidiary, as disclosed by the Company on Form 8-K on September 16, 2015. The charge was the result of the Companys consideration of court decisions
upholding the U.S. Internal Revenue Services disallowance of foreign tax credits claimed by corporate entities not affiliated with the Company. Resolution of the Companys own foreign tax credits awaits filing of (and determinations
regarding) refund claims. Unadjusted, these amounts would be $5,484 million, $4.86, 9.7%, 24.1%, $51.15 and 73%, respectively.
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2
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The 2015 Business Plan called for relatively flat Operating Earnings and lower Operating ROE than did the 2014 Business Plan. The Company uses consensus economic assumptions for interest rates and foreign currency
exchange rates when setting the Business Plan each year. The consensus interest rates were lower for the 2015 Business Plan then they had been for the 2014 Business Plan, and the consensus strength of the U.S. dollar was higher. Lower interest rates
have a negative impact on our interest margins. Those margins, and a strong U.S. dollar, have a negative impact on Operating Earnings and Operating ROE.
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3
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The 2014 Business Plan did not include this item.
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4
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The percentage presented for the 2015 Business Plan is the mid-point of the Business Plan range.
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MetLife 2016 Proxy Statement
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45
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Compensation Discussion and Analysis
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Highlights of Executive Performance and
Compensation
MetLife maintained its commitment to its pay for performance philosophy in 2015. The Compensation Committees decisions on the active
Named Executive Officers compensation reflected its view of the Companys performance and each executives performance relative to his goals and other challenges and opportunities that arose in 2015. The active Named
Executive
Officers in this Proxy Statement are:
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Chairman of the Board, President and Chief Executive Officer Steven A. Kandarian;
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Executive Vice President and Chief Financial Officer John C. R. Hele;
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Executive Vice President, Global Technology & Operations Martin J. Lippert;
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Executive Vice President and Chief Investment Officer Steven J. Goulart; and
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President, Asia Christopher G. Townsend.
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Under the leadership of Mr. Kandarian and his
Executive Group, the Company had a strong year of performance on strategic and operational matters, and delivered financial performance despite regulatory uncertainty, low interest rates and a strong U.S. dollar. In the face of these and other
challenges, MetLife was able to deliver business growth and return more than 50% of normalized Operating Earnings to its shareholders in the form of dividends and buybacks.
The Compensation Committee approved an AVIP Performance Funding Level of 98.1% as described on page 56. The aspects of individual performance the Compensation Committee
considered in making individual incentive decisions are discussed starting on page 56.
Incentive Compensation Decisions for 2015 Performance
The following table reflects the compensation actions (AVIP and stock-based long-term incentive (
LTI
) awards) the Compensation Committee approved for each active
NEO in February 2016 based on 2015 performance, as well as base salary paid during 2015. While this table is not a substitute for the Summary Compensation Table on page 69, it provides a holistic view of compensation decisions for performance year
2015.
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Name
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Base
Salary(1)
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AVIP
Award(1)
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LTI(2
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Total Compensation(3
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Steven A. Kandarian
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$1,425,000
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$4,500,000
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$10,500,000
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$16,425,000
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John C.R.
Hele
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$ 706,250
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$2,200,000
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$ 3,000,000
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$ 5,906,250
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Martin J.
Lippert
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$ 681,250
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$2,300,000
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$ 2,800,000
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$ 5,781,250
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Steven J.
Goulart
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$ 637,500
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$1,400,000
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$ 2,500,000
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$ 4,537,500
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Christopher G. Townsend
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$ 587,500
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$1,100,000
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$ 1,800,000
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$ 3,487,500
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1
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See the Summary Compensation Table on page 69 for details.
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2
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Reflects the 2016 LTI award value, not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair value will be disclosed for any Named Executive
Officers who are reported in the Summary Compensation Table in the Companys 2017 Proxy Statement.
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3
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In addition to the differences described above, Total Compensation excludes amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings and All Other Compensation columns of the Summary
Compensation Table.
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In addition to each executives accomplishments against individual goals for the year, all compensation decisions were made
within the context of MetLifes executive compensation programs and guidelines and internal equity considerations, as well as alignment and appropriate competitive positioning against external market peers. LTI awards reflect individual
performance as well as expectations of contributions to future performance.
Additional details on individual performance and 2015 incentive decisions are provided
under
Annual Incentive Awards on page 55.
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46
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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(As shown also on page 6.)
Chief Executive Officer Compensation
for 2015 Performance
Other Executive Group Members
Compensation for 2015 Performance as a Whole
Most of the Companys Executive Officers Total Compensation for 2015 performance was variable and depended on
performance. In addition, the Compensation Committee allocated a greater portion of the Executive Group members variable compensation to stock-based long-term incentives than to annual cash incentives. These long-term incentives align
executive and shareholder interests and encourage future contributions to performance. Ultimately, the value of long-term incentives depends on future Company performance, including stock price performance.
The Companys stock-based long-term incentives are comprised of Performance Shares, Restricted Stock Units, Stock Options, and, in some cases with respect to
Executive Group members outside the United States, cash payable equivalents. MetLife determines the number of Performance Shares and Restricted Stock Units (and cash payable equivalents) in each award by dividing that portion of the LTI award value
by the Share closing price on the grant date, and the number of Stock Options (and cash-payable equivalents) in the award by dividing that portion of the LTI award value by one-third of the Share closing price on the grant date. If the Share closing
price on the grant date is outside a 15% range (higher or lower) of the average Share closing price for the year to date, MetLife uses that average closing price instead of the closing price on the grant date. Regardless, the exercise price of Stock
Options is the closing price on the grant date.
The Companys long-term performance, including changes to the price of Shares, has a significant impact on the
Named Executive Officers compensation.
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MetLife 2016 Proxy Statement
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47
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Compensation Discussion and Analysis
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Key Features of MetLifes Executive Compensation Program
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MetLifes compensation program has multiple features
that promote the Companys success, including:
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paying for performance
:
most compensation is variable without guarantee, and dependent on achievement of business
results.
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aligning executives interests with those of shareholders
:
most incentive compensation is
stock-based, and executives are expected to meet Share ownership guidelines.
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encouraging long-term decision-making
:
Stock Options and Restricted Stock Units vest over three
years, Stock Options may normally be exercised over 10 years, and the ultimate value of Performance Shares is determined by the Companys performance over three years.
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rewarding achievement of the Companys business goals
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amounts available for annual incentive
awards are based on Company performance compared to its Business Plan; individual awards take account of individual executive performance relative to individual goals.
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avoiding incentives to take excessive risk
:
the Company does not make formulaic awards as part of
its normal program, uses Operating Earnings (which excludes net investment gains and losses and net derivative gains and losses) as a key performance indicator, and uses multi-year performance to determine the ultimate value of stock-based
awards.
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maintaining a performance-based compensation recoupment (clawback) policy
:
the Company may seek
recovery for employee fraudulent or other wrongful conduct that harmed MetLife.
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The
Companys compensation program excludes practices
that would be contrary to the Companys
compensation
philosophy and contrary to shareholders interests.
For example, the Company:
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does not
offer Executive Group members a supplemental executive retirement plan that provides benefits under a
different formula than the generally-applicable pension plan, or that adds to years of service or includes long-term incentive compensation in the benefits formula.
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does not
provide excessive perquisites.
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does not
allow repricing or replacing of Stock Options without prior shareholder approval.
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does not
provide any single trigger change-in-control severance pay, or single
trigger vesting of stock-based awards upon a change-in-control without the opportunity for the Company or a successor to substitute alternative awards that remain subject to vesting.
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does not
provide any change-in-control severance pay beyond two times average pay.
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does not
provide for any excise tax payment or tax gross-up for change-in-control related
payments, or for tax gross-up for any perquisites or benefits, other than in connection with relocation or other transitionary arrangements when an Executive Group member begins employment.
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does not
allow directors, executives, or other associates, to engage in pledging, hedging, short
sales, or trading in put and call options with respect to the Companys securities.
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does not
offer employment contracts to U.S.-based Executive Group members.
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48
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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Compensation Philosophy and Objectives
MetLifes executive compensation program is designed to:
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provide competitive Total Compensation opportunities that will attract, retain, engage, and motivate high-performing executives;
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align the Companys compensation plans with its short- and long-term business strategies;
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align the financial interests of the Companys executives with those of its shareholders through stock-based incentives and Share ownership requirements; and
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reinforce the Companys pay for performance culture by making a significant portion of Total Compensation variable, and differentiating awards based on Company and individual performance.
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Overview of Compensation Program
MetLife uses competitive total compensation guidelines that consists of base salary, annual incentive awards and stock-based long-term incentive award opportunities. The
Compensation Committee considers and recommends the amount of each of these three elements together. It submits its recommendations for the Companys Chief Executive Officer for approval by the Independent Directors, and for each of the other
Executive Group members for approval by the Board of Directors. For purposes of this discussion and MetLifes compensation program,
Total Compensation
for an Executive Group member means the total of only these three elements.
Items such as sign-on payments and others that are not determined under the Companys general executive compensation practices are approved by the Compensation Committee, but are generally not included in descriptions of Total Compensation.
The Compensation Committees Total Compensation decisions are driven by performance. Each Executive Group members Total Compensation reflects the
Compensation Committees assessment of the Companys and the executives performance as well as competitive market data based on peer compensation comparisons. Decisions on the award or payment amount of one element of Total
Compensation impact the decisions on the amount of other elements. The Compensation Committees Total Compensation approach means that it does not structure particular elements of Total Compensation to relate to separate individual goals or
performance.
The Compensation Committee allocates a greater portion of the Executive Group members Total Compensation to variable
components that depend on performance or the value of Shares rather than a fixed component. It also allocates a greater portion of the Executive Group members variable compensation to stock-based long-term incentives than it allocates to
annual cash incentives. Given this mix of pay and other features of MetLifes compensation programs, Executive Group members interests are aligned with those of shareholders. Further, the Companys Share ownership guidelines are
designed to align executives interests with those of shareholders and reinforce the focus on long-term shareholder value.
The Compensation Committee also
reviews other compensation and benefit programs, such as retirement benefits and potential payments that would be made if an Executive Group members employment were to end. Benefits such as retirement and medical programs do not impact Total
Compensation decisions since they apply to substantially all employees. Nor do decisions about those benefits vary based on decisions about an Executive Group members base salary or annual or stock-based awards, or the amount realizable from
prior awards.
The Compensation Committees independent executive compensation consultant, Meridian, assisted it in its design and review of the Companys
compensation program. For more information on the role of Meridian regarding the Companys executive compensation program, see Corporate Governance Board and Committee Information Compensation Committee beginning on
page 29.
Generally, the forms of compensation and benefits provided to Executive Group members in the United States are similar to those provided to
other U.S.-based officer-level employees. None of the Executive Group members based in the United States is a party to any agreement with the Company that governs the executives employment.
2015 Say-on-Pay Vote and Shareholder Engagement
In 2015, over 98% of the Companys shareholders voted to approve the Companys executive compensation programs and policies and the resulting
compensation described in the 2015 Proxy Statement (based on Shares voted).
Because the vote was advisory, the result was not binding on the Compensation
Committee. However, the Compensation
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MetLife 2016 Proxy Statement
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49
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Compensation Discussion and Analysis
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Committee considered the vote to be an endorsement of the Companys executive compensation programs and policies, and took into account that support in reviewing those programs and policies.
The Company has also discussed the vote, along with aspects of its executive compensation and corporate governance practices, with a number of shareholders to gain a deeper understanding of their perspectives. None of these discussions
raised shareholder concerns about the Companys current compensation practices. The Companys practices and disclosure were well received by shareholders, who conveyed their views that
the performance metrics the Company uses are fitting and that our disclosure communicates effectively how the Compensation Committee uses its judgment.
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50
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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Peer Compensation Comparisons
The Compensation Committee periodically reviews the competitiveness of MetLifes Total Compensation guidelines using data reflecting a comparator group of companies
in the insurance and broader financial services industries with which MetLife competes for executive talent (the
Comparator Group
).
The Compensation
Committee chose the members of the Comparator Group based on the size of the firms relative to MetLife and the extent of their global presence or their similarity to MetLife in the importance of investment and risk management to their business, as
well as being competitors for executive talent. It reviews the composition of the Comparator Group from time to time to ensure that the group remains an appropriate comparison for the Company. The Compensation Committee changed the group in 2015,
adding American International Group considering its similar global businesses, scope and complexity. The resulting Comparator Group consists of the 19 financial services companies listed.
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MetLife 2016 Proxy Statement
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51
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Compensation Discussion and Analysis
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See Appendix B for further details.
In determining the Executive Group members Total Compensation for 2015, the Compensation Committee considered
the increasingly global nature of the Companys business and the Companys size, scope, and complexity relative to its peers, the challenges the Executive Group faces, and the Compensation Committees expectations for the
executives and the Companys performance
. MetLifes competitive compensation philosophy is
generally to provide Total Compensation around the size-adjusted median for like positions at Comparator Group companies, taking
into account MetLifes assets, revenue, and market capitalization relative to other companies in the Comparator Group.
As a result, the Compensation Committee considered an Executive Group
members Total Compensation to be competitive if it fell
within a reasonable range of that size-adjusted median
. Total Compensation for individual Executive Group members also
varies based on individual factors such as performance, expectations of contributions to future performance, experience, and retention considerations. The Compensation Committee reviewed individual elements of the Executive Group members Total
Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation.
For 2015 performance, each Named Executive Officers Total Compensation fell between 80% and 120% of the point representing the
size-adjusted median for his position.
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52
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MetLife 2016 Proxy
Statement
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Compensation Discussion and Analysis
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Components of Compensation and Benefits
The primary components of the Companys regular executive compensation and benefits program play various strategic roles:
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Description
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Strategic
Role
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Total Compensation
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Base Salary
is determined based on position, scope of responsibilities, individual performance,
and competitive data.
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Provides fixed compensation for services during the year.
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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 by the Compensation Committee using its
judgment of all of these factors as a whole, and not by using a formula.
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Serve as the primary compensation vehicle for recognizing and
differentiating individual performance each year.
Motivate Executive Group members and other
employees to achieve strong annual business results that will contribute to the Companys long-term success, without creating an incentive to take excessive risk.
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Stock-Based Long-Term Incentive Awards
are:
based on the Compensation Committees assessment of individual responsibility, performance,
relative contribution, and potential for assuming increased responsibilities and future contributions.
dependent on the value of Shares (Restricted Stock Units), increases in the price of Shares (Stock
Options), or a combination of MetLifes performance as well as the value of Shares (Performance Shares). Cash-paid equivalents are used outside the U.S.
for awards to Executive Group members made as part of Total Compensation for prior year performance
and in expectation of contributions to future performance granted in these proportions:
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Ensure that Executive Group members have a significant
continuing stake in the long-term financial success of the Company (see Executive Share Ownership on page 66).
Align executives interests with those of shareholders.
Encourage decisions and reward performance that contribute to the long- term growth of the
Companys business and enhance shareholder value.
Motivate Executive Group members to
outperform MetLifes competition.
Encourage executives to remain with MetLife.
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Stock-Based
Long-Term
Incentive Mix for Executive Group Members
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Benefits
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Retirement Program and Other Benefits
include post-retirement income (pension) or the opportunity
to save a portion of current compensation for retirement and other future needs (savings and investment program and nonqualified deferred compensation).
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Attract and retain executives and other employees.
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Potential Payments
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Severance Pay and Related Benefits
include transition assistance if employment ends due to job elimination or, in limited circumstances, performance.
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Encourage focus on transition to other opportunities and allow the Company to obtain a release of employment-related claims.
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Change-in-Control Benefits
include:
replacement or vesting of stock-based long-term incentive awards.
double-trigger severance pay and related benefits, if the Executive Group members employment
is terminated without cause or the Executive Group member resigns with good reason following a change-in-control.
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Retain Executive Group members through a change-in-control and
allow executives to act in the best interests of shareholders without distractions due to concerns over personal circumstances.
Promote the unbiased efforts of the Executive Group members to maximize shareholder value during
and after a change-in-control.
Keep executives whole in situations where Shares may no longer
exist or awards otherwise cannot or will not be replaced.
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MetLife 2016 Proxy Statement
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53
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Compensation Discussion and Analysis
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Determining Total Compensation for 2015 Performance
In determining executive compensation for performance year 2015, the Compensation Committee considered the Executive Groups performance both as a whole and
individually. The Compensation Committee also reviewed reports and analyses on competitive compensation for comparable positions at peer companies and in the broader market where the Company competes for executive talent.
A description of the process for determining Total Compensation follows.
Process for Determining Chief Executive Officer Compensation.
Early in 2015, Mr. Kandarian and the Compensation Committee established goals and
objectives that were designed to drive Company performance. For a description of these goals, see Annual Incentive Awards beginning on page 55.
In
early 2016, the Compensation Committee approved and recommended Mr. Kandarians Total Compensation for 2015, including annual and stock-based long-term incentives, to the Independent Directors for their approval. The Compensation
Committees Total Compensation recommendations for 2015 reflected its assessment of MetLifes and Mr. Kandarians performance against goals.
Mr. Kandarians compensation is higher than other Executive Group members due to Mr. Kandarians broader responsibilities and higher levels of
accountability as the most senior executive in the Company, as well as competitive market data.
Process for Determining Compensation of Other Executive Group Members.
Early in 2015,
Mr. Kandarian and each Executive Group member agreed on the respective executives goals for 2015. In early 2016, Mr. Kandarian provided to the Compensation Committee an assessment of each of the Executive Group members
performance during 2015 relative to their goals and the additional business challenges and opportunities that arose during the year. He also recommended Total Compensation amounts for each Executive Group member, other than himself. The Compensation
Committee reviewed these recommendations. It approved and endorsed the components of each Executive Group members Total Compensation for the Board of Directors approval. In each case, Mr. Kandarian and the Compensation Committee
considered the executives performance, future potential, available competitive data, compensation opportunities for each position, retention needs, and fit within the executive talent market, aligned with MetLifes compensation philosophy
and objectives.
The Executive Vice President and Chief Human Resources Officer of the Company (the
CHRO
) provided the Compensation
Committee with advice and recommendations on the form and overall level of executive compensation. He also provided guidance and information to Mr. Kandarian to assist him in this process, other than with respect to the CHROs own
compensation. The CHRO also provided guidance to the Compensation Committee on its general administration of the programs and plans in which Executive Group members, as well as other employees, participate.
Other than as described above, no Executive Group member played a role in determining the compensation of any of the other Executive Group members. No Executive Group
member took part in the Boards consideration of his or her own compensation.
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Compensation Discussion and Analysis
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Base Salary
The base salaries earned by the Named Executive Officers in 2015 are reported in the Summary Compensation Table on page 69. The Compensation Committee approved the
following base salary increases, effective April 1, 2015. The new annual salary rates were approved in light of these officers levels of responsibility and their performance, and to better align their salaries with the targeted
compensation position relative to the Comparator Group.
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Name
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Former Salary Rate
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New Salary Rate
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Steven A. Kandarian
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$1,350,000
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$1,450,000
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John C. R. Hele
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$ 650,000
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$ 725,000
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Martin J. Lippert
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$ 625,000
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$ 700,000
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Steven J. Goulart
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$ 600,000
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$ 650,000
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Christopher G. Townsend
1
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$ 548,939
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$ 600,000
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1
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See footnote 1 on page 69 regarding currency exchange rate.
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Annual
Incentive Awards
The MetLife Annual Variable Incentive Plan (
AVIP
) provides eligible employees, including the Executive Group members, the
opportunity to earn annual cash incentive awards. For awards for 2015 performance, AVIP was administered as a Cash-Based Awards program under the MetLife, Inc. 2015 Stock and
Incentive Compensation Plan (
2015 Stock and Incentive
Plan
). The 2015 AVIP awards are reported in the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table on page 69.
Each year, the Compensation Committee approves the maximum aggregate amount available for all AVIP awards for substantially all
administrative (non-sales) employees around the world, approximately 35,500 employees for 2015.
Consistent with past practice, this approach uses an
AVIP
Performance
Funding Level,
based on the Companys Operating Earnings compared to the Companys 2015 Business Plan, multiplied by the total annual incentive compensation planning targets for all covered employees, subject to the
Compensation Committees assessment of overall performance and other relevant factors. For this purpose, the Companys Operating Earnings is adjusted to eliminate the impact (if any) of variable investment income on an after-tax basis that
was higher or lower than the Business Plan goal by 10% or more (
Adjusted
Operating Earnings
). The guidelines to determine the AVIP Performance Funding Level are outlined in the following chart, indicating how the guideline Performance
Funding Level changes relative to Adjusted Operating Earnings performance:
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Compensation Discussion and Analysis
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Total AVIP Funding for Awards to All Eligible Employees
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See Appendix B for further details.
This formula avoids providing employees with an incentive to take excessive risk through several of its features.
Operating Earnings excludes net investment gains and losses and net derivative gains and losses. The exclusion of after-tax variable investment income outside the 10% range higher or lower than the Business Plan goal also avoids providing rewards or
penalties for volatile investment returns. As a result, the formula does not provide an incentive to take excessive risk in the Companys investment portfolio. Nor is the formula an unlimited function of revenues. Rather, the formula caps the
amount that can be generated for AVIP awards, and is a function of financial measures that account for the Companys costs and liabilities.
For 2015 AVIP, the
Compensation Committee determined that the amount of Operating Earnings would exclude a non-cash charge of $792 million, net of income tax, related to tax years 2000 to 2009 for a wholly-owned U.K. subsidiary of MLIC. The charge was the result of
the Companys consideration of court decisions upholding the U.S. Internal Revenue Services disallowance of foreign tax credits claimed by corporate entities not affiliated with the Company. The Compensation Committee chose to exercise
its discretion to exclude this charge because it did not relate to the consequences of any current management decisions and management did not meaningfully benefit from
the tax credit in past compensation determinations. Resolution of the Companys own foreign tax credits awaits filing of (and determinations regarding) refund claims. The Company expects
that, if the charge is later reversed, it will exclude that reversal from its determination of Operating Earnings for applicable executive compensation purposes.
The Compensation Committee determined the Executive Group members 2015 AVIP awards and long-term incentive awards in consideration of the Companys key
financial performance goals
and results as discussed on page 44. The Compensation Committee also considered aspects of each executives performance in
light of their objectives, which aligned with the Companys strategic goals.
A description of the key aspects of each of the Named Executive Officers
performance relative to their objectives follows.
Aspects of Individual Performance
(The following performance measures are not calculated based on GAAP. They should be read in conjunction with Appendix A to this Proxy Statement, which includes
non-GAAP financial information, definitions and/or reconciliations to the most directly comparable measures that are based on GAAP.)
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Compensation Discussion and Analysis
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Steven A. Kandarian, Chairman of the Board, President and Chief Executive Officer
Under Mr. Kandarians leadership, the Company made strong progress on multiple strategic and operational initiatives that the Company expects to drive long-term
shareholder value. In addition, the Company delivered financial performance under challenging circumstances. MetLife reported 2015 Operating Earnings of $5.5 billion, down 16% over 2014, and 12% on a constant currency basis. On a per Share
basis, 2015 Operating Earnings were $4.86, down 15% over 2014. Operating ROE was 9.7% for 2015, compared to 12.0% for 2014. This decrease in Operating Earnings reflects a strong U.S. dollar, lower variable investment income, and a previously
announced third quarter 2015 non-cash charge of $792 million related to the tax treatment of a wholly-owned U.K. subsidiary of MLIC.
Adjusting for total notable
items (including the third quarter 2015 non-cash charge) in 2015 and 2014:
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Operating Earnings were $6.4 billion, down 1% over 2014, but up 3% on a constant currency basis; and
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Operating ROE was 11.3% for 2015, or approximately 900 basis points above the risk-free rate as represented by the 10-year Treasury at year-end 2015.
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The Companys 2015 achievements included the following:
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Significantly advanced the Accelerating Value strategic initiative to increase sustainable Free Cash Flow and improve Total Shareholder Return.
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Completed all analysis and preparatory work leading to the Companys recently announced plans to separate the U.S. Retail business and sell the MetLife Premier Client Group to MassMutual.
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Strengthened its Free Cash Flow yield from Operating Earnings to 63% (excluding the third quarter 2015 non-cash charge), up from 44% in 2014, 36% in 2013, and 26% in 2012.
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Successfully advocated for a more level playing field between New York and other states, allowing MLIC to significantly boost its dividend capacity over the next three years while maintaining strong capitalization
levels.
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Sought judicial review of the Companys designation as a Systemically Important Financial Institution to protect the enterprise from competitive harm; effectively advocated the Companys point of view with
regulators, legislators and the news media.
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Exceeded goals for organizational health, talent management, and enterprise succession bench strength.
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Effectively communicated MetLifes value proposition to investors, leading to Mr. Kandarian being named the number 1 Buy-Side CEO on Institutional Investors All-America Executive Team.
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Achieved recognition for MetLife as the number 1 life and health insurer in Fortune magazines 2015 survey of the Worlds Most Admired Companies for the first time in Company history.
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In assessing Mr. Kandarians compensation, the Compensation Committee considered Mr. Kandarians performance against goals for 2015 as well
as a competitive assessment of compensation relative to peers and the Companys established compensation philosophy. His AVIP award for 2015 is less than for 2014 to reflect the Companys financial performance, while his stock-based
long-term incentive award for 2015 is greater than for 2014 to strengthen alignment of incentives with market, and recognize notable progress on strategic initiatives that the Company expects to drive shareholder returns over time.
The Compensation Committee believes Mr. Kandarians Total Compensation appropriately reflects the Companys target competitive position.
John C.R. Hele, Executive Vice President and Chief Financial Officer
In addition to reviewing performance against goals and market data, Mr. Kandarian and the Compensation Committee considered the depth, breadth and pace of
Mr. Heles progress on important strategic initiatives. His AVIP award and stock-based long-term incentive award for 2015 are the same as for 2014, reflecting consistent performance in a challenging environment and appropriate competitive
positioning.
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Compensation Discussion and Analysis
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In determining Mr. Heles compensation the Compensation Committee considered that, under Mr. Heles
leadership, the Company delivered financial performance under challenging circumstances as well as the following:
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MetLife maintained key capital adequacy ratios above minimum targets based on current regulations, exceeded Free Cash Flow goals, and successfully interacted with rating agencies in 2015 in support of maintaining
targeted ratings.
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Mr. Hele played a key role in all corporate transactions, co-leads the Accelerating Value initiative to increase sustainable Free Cash Flow, and continued to lead the development and reporting of Embedded Value
metrics upon which Accelerating Value is based. The Companys January 2016 press release announcing the plan to pursue the separation of a substantial portion of its U.S. Retail segment was due, in part, to this
initiative.
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He developed a comprehensive process to support MetLifes transition to federal regulation as a non-bank SIFI to ensure compliance even while pursuing regulatory relief.
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Mr. Hele led the MetLife advocacy of insurance capital rules with global and national regulators, industry associations, and global insurance companies.
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He played a leading role communicating MetLifes value proposition to our global investor community, through meetings with shareholders and investor firms. Mr. Hele was recognized as Institutional
Investor Magazines 2015 Best Chief Financial Officer in U.S. Insurance (number 1 buy-side); further, his Investor Relations organization was recognized as 2015s Best Investor Relations in U.S. Insurance (number 1 buy-side).
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Martin J. Lippert, Executive Vice President, Global Technology & Operations (GT&O)
In reviewing Mr. Lipperts performance against goals and market data, Mr. Kandarian recommended, and the Compensation Committee approved, an AVIP award
and a stock-based long-term incentive award for 2015, both slightly higher than for 2014. This reflects appropriate competitive positioning as well as strong progress across his area of responsibility including cost savings initiatives, driving
customer centricity, and advancing the Companys global digital strategy.
The Compensation Committee considered that, under Mr. Lipperts leadership, GT&O:
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Exceeded goals across all cost savings initiatives through consolidating operations and real estate around the world, prudent expense management, and streamlining processes;
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Drove MetLifes enterprise digital strategy across all regions to establish competitive advantage by defining key investments across Innovation, Distribution, Data and Processes;
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Launched the industrys first fully-digital platform for sales and policyholder self-service for MetLifes U.S. Property & Casualty business;
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Exceeded U.S. call center customer experience goals as measured by First Call Resolution, Customer Satisfaction and Net Promoter Score metrics; and
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Achieved recognition in Newsweek magazines 2015 Green Rankings, which ranked MetLife in the top 20 among publicly traded companies in the United States (number 13) and globally (No. 19) for environmental
performance. This marks the first time MetLife has entered the top 20 for both sets of Green Rankings.
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Steven J. Goulart,
Executive Vice President and Chief Investment Officer
In reviewing Mr. Goularts performance against goals and market data, Mr. Kandarian and
the Compensation Committee approved an AVIP award and stock-based long-term incentive award for 2015, both of which are higher than for 2014. In determining Mr. Goularts compensation, the Compensation Committee reviewed competitive total
compensation for comparable roles and considered that under Mr. Goularts leadership:
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The Investments team implemented material initiatives to improve Net Investment Income (
NII
) and counter the impacts of low interest rates, weak variable investment income and weak foreign currency versus the
U.S. dollar.
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The team optimized the U.S. investment portfolio through significant asset reallocations to reduce regulatory capital use and improve cash flow while mitigating NII impacts.
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MetLife Investment Management continued to grow, exceeding the pre-tax profit plan, increasing assets under management and enhancing sales and service teams.
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Compensation Discussion and Analysis
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Christopher G. Townsend, President, Asia
In determining Mr. Townsends compensation, Mr. Kandarian and the Compensation Committee reviewed his performance along with a review of competitive
compensation data. His AVIP award and stock-based long-term incentive award for 2015 are higher than for 2014, reflecting the continued growth of the Asia region, his leadership on driving innovation to enhance the Companys market position,
and appropriate competitive positioning.
In determining Mr. Townsends compensation, the Compensation Committee considered the following:
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The Asia region increased Operating Earnings by 6% (16% on a constant currency basis) over 2014. Tangible ROE for Asia was 20.6% in 2015, compared to 19.3% in 2014.
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The Asia region is executing on its strategy to drive more value across its key markets. This includes expanding Accident & Health insurance sales in Japan by 11% over 2014, and maintaining a strong share
of protection products, which stood at 46% in 2015 across the region.
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Mr. Townsend also continued to expand capabilities in Health, Digital, Data Analytics, and Innovation. These key differentiators enhance the current and long-term competitiveness of MetLife in Asia.
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Trademark Information:
INSTITUTIONAL INVESTOR is a registered
trademark of, and ALL AMERICA EXECUTIVE TEAM is a trademark of, Institutional Investor LLC. FORTUNE and THE WORLDS MOST ADMIRED COMPANIES are the registered trademarks of Time Inc. NEWSWEEK is a registered trademark of Newsweek, Inc. GREEN
RANKINGS is a registered trademark of The Newsweek/Daily Beast Company LLC. All other trademarks are the property of their respective owners.
Stock-Based Long-Term Incentive Awards
The Company awards Stock Options, Performance Shares, and Restricted
Stock Units (and, in some cases with respect to Executive Group members outside the United States,
cash-payable
equivalents). It determines the amount of such awards as part of MetLifes Total
Compensation program. For information about the specific grants of stock-based long-term incentive awards to the Named Executive Officers in 2015, see the table entitled Grants of Plan-Based Awards in 2015 on page 75.
Stock Options.
The Company grants Stock Options with an exercise price equal to the closing price of Shares on
the grant date. The ultimate value of Stock Options depends exclusively on increases in the price of Shares. One-third of each award of Stock Options becomes exercisable on each of the first three anniversaries of the date of grant.
Restricted Stock Units.
The Company delivers Shares for Restricted Stock Units after the end of a predetermined vesting period. Awards generally vest in
thirds, and Shares are delivered, after each of the first three anniversaries of the grant date, assuming that the Company meets goals set for purposes related to Section 162(m) of the United States Internal Revenue Code
(Section 162(m))
(see
Tax Considerations on page 67).
From time to time, the Company grants Restricted Stock Units that vest on the third or later anniversary of their
grant date. It does so in order to encourage a candidate to begin employment with MetLife (especially where the candidate would forfeit long-term compensation awards from another employer by doing so) or as a means of reinforcing retention efforts,
particularly in cases of exceptional performance, critical skills, or talent.
Performance Shares.
The Company delivers Shares for Performance Shares
after the end of a three-year performance period. The number of Shares depends on Company performance, assuming that goals set for Section 162(m) are met.
Performance Share Awards in 2013 and later.
The Compensation Committee approved performance guidelines for awards made in 2013 and later based on:
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the Companys Operating ROE compared to its Business Plan goals; and
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total return on Shares, including change in Share price and imputed reinvested dividends, i.e., total shareholder return (
TSR
) compared to a custom group of competitors.
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Each of these two factors is measured over the three-year performance period and each is weighted equally. The guidelines are subject to the satisfaction of the
applicable Section 162(m) goals and the overall limit of 175% as the maximum performance factor.
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Compensation Discussion and
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The guidelines to determine the Performance Factor are outlined in the following charts, indicating how the guideline Performance Factor relates to performance:
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Operating ROE: 50% Component of
Performance Factor
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TSR: 50% Component of
Performance Factor
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If the Companys TSR for the performance period is zero or negative, the guidelines anticipate that the Committee will cap the entire performance factor at target.
See Appendix B for further details.
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With respect to the TSR component of the
Performance Factor, the guidelines call for the Compensation Committee to assess the Companys performance on a global basis against competitors around the world. As a result, it intends to use a group of competitors that is somewhat more
globally diverse than the Comparator Group it uses for peer Total Compensation purposes.
See Appendix B for further details.
The Compensation Committee has retained discretion to adjust these guidelines, or to consider other factors, should it
find that it is appropriate to do so. Other factors may include significant unplanned acquisitions or dispositions, unplanned tax, accounting, and accounting presentation changes, unplanned restructuring or reorganization costs, and others the
Compensation Committee finds appropriate.
The performance factor for the 2013-2015 Performance Shares was 86.2%. The Compensation Committee determined this factor
in light of the guidelines described above. The Companys TSR over the performance period was in the 27th percentile of the global comparator group provided under the guidelines, producing a TSR performance factor component of 31%. The
Companys average annual Operating ROE for the performance period was 12.0%, which was 110% of the average Business Plan goal of 10.9% for the performance period, producing an Operating ROE performance component of 141.3%. The
performance factor approved by the Compensation Committee was the average of these two components.
Performance Share Awards in 2012 and Earlier.
For awards made in 2012 and earlier, Company performance was compared to the Fortune 500
®
companies included in the Standard & Poors Insurance Index, excluding Berkshire Hathaway Inc. (
Insurance Index Comparators
). The Insurance Index Comparators were chosen to
measure MetLifes relative performance because insurance is the predominant portion of the Companys overall business mix. The final number of Performance Shares for such awards was determined by the Companys performance in TSR and
change in annual net Operating EPS (as defined by the Company for each year) compared to the other Insurance Index Comparators. The final number of Performance Shares could have been as low as zero and as high as twice the number of Performance
Shares granted. For awards made in 2009 through 2012, if the Company did not
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Compensation Discussion and Analysis
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produce a positive TSR for the performance period, the number of Shares would have been reduced by 25%.
The
Performance Shares for the 2012-2014 performance period became deliverable in 2015. MetLifes performance relative to the Insurance Index Comparators for that period produced a performance factor of 101%. The Compensation Committee determined
this performance factor after the Company filed its 2015 Proxy Statement, and as a result it is not reported in that Proxy Statement.
For more information, see the
table entitled Option Exercises and Stock Vested in 2015 on page 80.
Phantom Stock-Based Awards.
The Company grants cash-settled
stock-based awards (
Phantom Awards
) to employees outside the United States, if paying cash is more appropriate than delivering Shares in light of tax and other regulatory circumstances.
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Each
Unit Option
represents the right to receive a cash payment equal to the closing price of a Share on the surrender date chosen by the employee, less the closing price on the grant date. One-third of each
award of Unit Options becomes exercisable on each of the first three anniversaries of the date of grant.
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Performance Units
are units that, if they vest, are multiplied by the same performance factor used for Performance Shares for the applicable period to produce a number of final Performance Units, each of
which is payable in cash equal to the closing price of a Share on the date the final Performance Units are determined. Payment for Performance Units is contingent on Company achievement of goals set for Section 162(m) purposes.
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Restricted Units
are units that vest on the same schedules as Restricted Stock Units and, if they vest, each is payable in cash equal to the closing price of a Share on the vesting date. Payment for
Restricted Units that vest and pay out in three annual installments is contingent on Company achievement of goals set for Section 162(m) purposes.
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Vesting.
For awards granted in 2015 and later, the Company has used an approach that is simpler and more global than for previous awards. Employees whose combined
age and years of MetLife employment is 65 or more, with at least 5 years of MetLife employment (the
Rule of 65
), will retain their awards following the end of their employment.
For awards granted through 2014, stock-based long-term incentive awards are normally forfeited if the executive leaves the
Company voluntarily before the end of the applicable performance period or vesting period and is not Retirement Eligible or (except for Phantom Awards) Bridge Eligible. An employee is considered
Retirement Eligible
when the employee meets any
one of the age and service combinations defined in the Metropolitan Life Retirement Plan for United States Employees (the
Retirement Plan
) to begin payout of certain benefits immediately upon separation from service (or, for the Phantom
Awards, meets equivalent age and service criteria). See the table entitled Pension Benefits at 2015 Fiscal Year-End beginning on page 82 for more information about the Retirement Plan.
Bridge Eligibility
is available to
employees based in the United States depending on a combination of age and service who have a final separation agreement under a particular severance plan. Bridge Eligible employees are eligible for post-retirement medical benefits despite not being
Retirement Eligible.
Restrictive Covenants.
In order to protect the
Company, stock-based long-term incentive awards provide that Executive Group members who leave MetLife and provide services to a competitor, or any employee who violates MetLifes agreement to protect corporate property, may lose those awards.
The agreement to protect corporate property protects MetLifes ownership of its property and information (including intellectual property) and prohibits the employee from interfering with MetLifes business or soliciting MetLifes
employees or certain of its agents to leave MetLife until 18 months following the end of employment.
Retirement and Other Benefits
MetLife recognizes the importance of providing comprehensive, cost-effective benefits to attract, retain, engage, and motivate talented employees. The Company reviews
its benefits program from time to time and makes adjustments to the design of the program to meet these objectives and to remain competitive with other employers.
Pension Program for U.S.-Based Executives.
The Company sponsors a pension program in which all eligible U.S. employees, including the Executive Group members
employed in the U.S., participate after one year of service. The program rewards employees for the length of their service and, indirectly, for their job performance, because the amount of benefits increases with the length of employees
service with the Company and the salary and annual incentive awards they earn.
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The program includes the Retirement Plan and the MetLife Auxiliary Pension Plan (
Auxiliary Pension Plan
), an
unfunded nonqualified plan. The Auxiliary Pension Plan provides pension benefits for any Executive Group members that would apply under the (qualified) Retirement Plan if U.S. tax limits on eligible compensation did not apply. It provides no
additional or special benefits for Executive Group members. The same compensation formulae were used for benefits accrued in both plans in 2015.
For additional
information about pension benefits for the Named Executive Officers, see the table entitled Pension Benefits at 2015 Fiscal Year-End on page 82.
Mr. Townsend did not participate in a defined benefit pension plan in 2015.
Mandatory Provident Fund Applicable to Mr. Townsend.
Mr. Townsend participates in the Mandatory Provident Fund program for employees in Hong Kong.
Applicable law requires employers and employees to contribute a fixed portion of employees earnings to the program, and allows employer and employees to make additional contributions. Because the rate and vesting of employer contributions are
based on length of service, the program encourages employees to remain with the Company.
Savings and Investment
Program.
The Company sponsors a savings and investment program for U.S. employees in which each Executive Group member employed in the U.S. is eligible to contribute a portion of eligible compensation.
The Company also contributes to the program after one year of employee service in order to encourage and reward such savings.
The program includes the
Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates (
Savings and Investment Plan
), a tax-qualified defined contribution plan that includes pre-tax deferrals under Internal Revenue Code
Section 401(k), and the Metropolitan Life Auxiliary Savings and Investment Plan (
Auxiliary Savings and Investment Plan
), an unfunded nonqualified deferred compensation plan. The Auxiliary Savings and Investment Plan provides Company
contributions for employees who elect to contribute to the Savings and Investment Plan and who have compensation beyond Internal Revenue Code limits.
Company
contributions for the Named Executive Officers are included in the All Other Compensation column of the
Summary Compensation Table on page 69. Because the Auxiliary Savings and Investment Plan is a nonqualified deferred compensation plan, the Companys contributions to the Named
Executive Officers accounts, and the Named Executive Officers accumulated account balances and any payouts made during 2015, are reported in the table entitled Nonqualified Deferred Compensation at 2015 Fiscal Year-End on
page 85.
Nonqualified Deferred Compensation Program for U.S.-Based
Executives.
The Company sponsors a nonqualified deferred compensation program for employees at the Assistant Vice-President level and above in the United States, including the Executive Group members
employed in the U.S. The continued deferral of income taxation and pre-tax simulated investment earnings credited to participants through the employees chosen payment dates encourage employees to remain with the Company.
See the table entitled Nonqualified Deferred Compensation at 2015 Fiscal Year-End on page 85 for amounts of nonqualified deferred compensation reported
for the Named Executive Officers.
Perquisites
The Company provides its Executive Group members with limited perquisites.
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To maximize the accessibility of Executive Group members, the Company makes leased vehicles and drivers and outside car services available to U.S.-based executives for commuting and personal use.
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The Company leases an aircraft for purposes of efficient business travel by the Companys executives. While the Chief Executive Officer may occasionally use the Companys aircraft for personal travel, Company
policy does not require him to use the Companys aircraft for all personal and business travel.
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For recordkeeping and administrative convenience of the Company, the Company pays certain other costs, such as those for travel and meals for family members accompanying Executive Group members on business functions.
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The Company holds events to facilitate and strengthen its relationship with customers, potential customers, and other
business partners, such as events at MetLife Stadium. The Company occasionally allows employees, including the Executive Group members, and their family members, personal use of its facilities at MetLife Stadium, to the extent space at
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|
|
|
|
Compensation Discussion and Analysis
|
|
|
such events is available or the facilities are not in use for business purposes.
|
|
|
The Company provides benefits to Mr. Townsend in connection with his overseas assignment that are common for senior management in such circumstances, such as a subsidy of childrens education expenses, tax
return preparation assistance, security services during periods of local civil unrest, and benefits related to housing.
|
Aside from limited business
travel tax equalization for Executive Group members based outside the United States, each Executive Group member is responsible for any personal income taxes due as a result of receiving these benefits.
The incremental cost of perquisites provided to the Named Executive Officers in respect of 2015 is included in the All Other Compensation column of the
Summary Compensation Table on page 69, if the total cost of those perquisites for that executive exceeded $10,000.
Sign-On Payments
From time to time, the Company offers newly-hired Executive Group members
sign-on payments and/or relocation benefits in order to encourage them to come to MetLife. On such occasions, the Company typically either delays the date the payment is earned and paid or requires repayment if the executive leaves MetLife before
the first anniversary (or, in some cases, second or third anniversary) of beginning employment.
Business Travel Income Tax Equalization
As executives of a global enterprise, MetLife Executive Group members are engaged in international business travel. Some executives are required by the demands of
their roles to travel to jurisdictions that impose additional taxes on them beyond what they owe in their home jurisdiction. MetLife has established business travel income tax equalization arrangements with its Executive Group members based outside
the United States. Providing such executives with income tax equalization to their home jurisdiction, by paying or reimbursing the executive for any excess income taxes the executive owes in other jurisdictions as a result of business
travel, is a prevalent business practice. Doing so allows the executive to engage in business travel that is necessary to lead MetLifes business efforts and perform job responsibilities without being financially penalized. It also prevents the
additional personal income tax liability from being a disincentive to engage with employees, customers, or
others outside of the executives home jurisdiction. No taxes the executive owes as a result of travel taken solely for personal purposes are covered by these equalization arrangements.
Mr. Townsend had such an agreement in 2015.
Potential Payments
Severance Pay and Related Benefits
The following describes the Companys
standard severance program and how it was applied in 2015. The Company may, in the future, enter into severance agreements that differ from the general terms of the program where business circumstances warrant.
If the employment of a U.S.-based Executive Group member ends involuntarily due to job elimination or, in limited circumstances, due to performance, he or she may be
eligible for the severance program available to substantially all salaried employees. The program generally provides employees with severance pay, outplacement services and other benefits. Employees terminated for cause, as defined under the
program, are not eligible. The amount of severance pay reflects the employees salary grade, base salary rate, and length of service. The severance pay formula for officer-level employees is potentially higher than that for other employees.
Longer-service employees receive greater payments and benefits than shorter-service employees, given the same salary grade and base salary. Depending on the terms of the particular award, employees who reach or who are deemed Retirement Eligible or
Bridge Eligible, or who meet the Rule of 65, retain their outstanding stock-based long-term incentive awards. Otherwise, employees who receive severance pay also receive a pro rata cash payment in consideration of their unretained
Performance Shares and Performance Units.
In August 2015, William J. Wheeler, former President, Americas of the Company entered into a separation agreement under
the Companys standard arrangements. Based on his age and service, Mr. Wheeler qualified for an eligibility enhancement that deemed him to be retirement eligible. As a result, under terms that apply to all similarly-situated employees in
the United States, he will retain his outstanding stock-based long-term incentive awards, subject to the terms of his separation agreement. For more information, see Separation Arrangements for Mr. Wheeler on page 93.
Change-in-Control Arrangements
The Company has adopted arrangements that
would impact the
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64
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Compensation Discussion and Analysis
|
|
|
Executive Group members compensation and benefits upon a change-in-control of MetLife. None of the Executive Group members is entitled to any excise tax gross-up either on severance pay or
on any other benefits payable in connection with a change-in-control of the Company.
The Company established the MetLife Executive Severance Plan (
Executive
Severance Plan
) in 2007 to apply to all Executive Group members and replace individual change-in-control agreements.
The Compensation Committee determined the
terms of the plan based on its judgment of what is necessary to maximize shareholder value should a change-in-control occur. The Company designed the elements of its change-in-control definition to include circumstances where effective control over
the Company would be captured by interests that differ substantially from those of the broad shareholder base the Company now has, without impinging on the Companys flexibility to engage in transactions that are unlikely to involve such a
transformation. An Executive Group member who receives benefits under the Executive Severance Plan would not also be eligible to receive severance pay under the Companys
severance plan that is available to substantially all salaried employees.
The Executive Severance Plan does
not provide for any payments or benefits based solely on a change-in-control of MetLife.
Rather, the Plan provides for severance pay and related benefits only if
the executives employment also ends under certain circumstances.
The Companys stock-based long-term agreements also include change-in-control
arrangements. Under these arrangements, MetLife or its successor may substitute an alternative award of equivalent value and vesting provisions no less favorable than the award being replaced. Only if such substitution does not occur would the
awards vest immediately upon a change-in-control.
For additional information about change-in-control arrangements, including the Companys definition of
change-in-control for these purposes, see Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End beginning on page 90.
|
|
|
MetLife 2016 Proxy Statement
|
|
65
|
|
|
|
|
|
Compensation Discussion and Analysis
|
Risk Management
MetLifes compensation program aligns with Company strategies and has a number of features that contribute to prudent decision making and do not incent executives
to take excessive risks.
One important feature of MetLifes program is its use of Operating Earnings as a metric in incentive programs. Operating Earnings
excludes net investment gains and losses and net derivative gains and losses. This removes incentives not to hedge exposures to various risks inherent in a number of products or to disrupt the risk balance in MetLifes investment portfolio by
harvesting capital gains for the sole purpose of enhancing incentive compensation. It also removes incentives to use derivatives for speculative purposes, a practice that the Company prohibits. In addition, the Company uses three-year overlapping
performance periods and vesting for long-term incentive compensation, so that time horizons for compensation reflect the extended time horizons for the results of many business decisions.
Other features of MetLifes program, such as Share ownership requirements and a performance-based compensation recoupment policy, ensure that executives
interests are aligned with those of shareholders. Through policies such as these, the Company encourages prudent risk-taking to the long-term benefit of shareholders, including the executives.
Management has reviewed the employee incentive compensation programs to ensure that, in design and operation and taking into account all of the risk management
processes in place, they do not encourage excessive risk taking. In doing so, it followed principles provided by the Companys Chief Risk Officer regarding performance measures, performance periods, payment determination processes, management
controls, and other aspects of the arrangements. As a result of this review and his own assessment of the programs, the Companys Chief Risk Officer has concluded that risks arising from the compensation policies and practices for employees of
the Company and its affiliates are not reasonably likely to have a material adverse effect on the Company as a whole, in light of the features of those policies and practices and the controls in place to limit and
manage risk. As in prior years, the Chief Risk Officer discussed his analysis with the Compensation Committee in 2015.
Executive Share Ownership
To further align managements interests with the interests of shareholders, the Company has established minimum Share ownership guidelines for officers at the
Senior Vice President level and above, including the Executive Group members. The Company expects each person covered by the guidelines to own Shares equal in value to a multiple of annual base salary rate depending on position. The Company imposes
no formal deadline to reach the expected ownership level. However, the Company expects each person covered by the guidelines to retain all net Shares acquired from compensation awards, except to the extent the employees Share ownership is
above the guideline.
Employees may count toward these guidelines the value of Shares they or their immediate family members own directly or in trust. They may also
count Shares held in the Companys savings and investment program, Shares deferred under the Companys nonqualified deferred compensation program and deferred cash compensation or auxiliary benefits measured in Share value.
The Share ownership of the serving Named Executive Officers as of December 31, 2015 was:
|
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Name
|
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|
|
|
|
|
|
Guideline
|
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|
|
|
|
|
|
Ownership
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
8.6
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
1.4
|
|
|
Martin J.
Lippert
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
1.7
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
2.4
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
0
|
Each of these executives has complied with the requirement to retain any net Shares acquired from compensation awards until meeting the
guideline. Mr. Lippert joined the Company in 2011, and Mr. Hele and Mr. Townsend joined the Company in 2012. Each of them, and each of the other currently-active Named Executive Officers, also has significant outstanding awards
deliverable in Shares (or payment in cash equivalent to Share value) that align his interests with those of shareholders.
|
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|
66
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Compensation Discussion and Analysis
|
|
|
Equity Award Timing Practices
The Compensation Committee grants stock-based long-term incentive awards to the Executive Group members at its regularly scheduled meeting in February of each year.
The amount of each grant is made with consideration of the Total Compensation for each Executive Group member, including annual cash incentive awards and any base salary increases. The exercise price of Stock Options or Unit Options is the
closing price of a Share on the grant date. On the rare occasions when the Compensation Committee grants awards in connection with the hiring or change in responsibilities of an Executive Group member, or in order to encourage the executive to
remain employed, it does so coincident with (or shortly after) the hiring, change in responsibilities, or other related changes. The Company has never granted, and has no plans to grant, any stock-based awards to current or new employees in
anticipation of the release of non-public information about the Company or any other company. The Chief Executive Officer does not have any authority to grant Share-based awards of any kind to any Executive Group members, the Chief Accounting
Officer, the Chief Risk Officer, or Directors of the Company.
MetLife determines the number of Performance Shares and Restricted Stock Units (and, in some cases
with respect to Executive Group members outside the United States, cash payable equivalents) in each award by dividing that portion of the LTI award value by the Share closing price on the grant date, and the number of Stock Options in the award by
dividing that portion of the LTI award value by one-third of the Share closing price on the grant date. If the Share closing price on the grant date is outside a 15% range (higher or lower) of the average Share closing price for the year to date,
MetLife uses that average closing price instead of the closing price on the grant date. Regardless, the exercise price of Stock Options is the closing price on the grant date.
Performance-Based Compensation Recoupment Policy
The Companys performance-based compensation recoupment policy applies to all employees of the Company and its affiliates. The policy applies when an employee
engages in or contributes to fraudulent or other wrongful conduct that causes financial or reputational harm to the Company or its affiliates. Under those circumstances, the policy provides that the Company (and its affiliates or subsidiaries) may
seek the recovery of performance-based compensation (including gains from sale of securities) purportedly earned by or paid to the employee during or after
the period of the misconduct. The policy is part of the terms of all performance-based compensation granted or paid by the Company and its affiliates. It does not limit the Company or any of its
affiliates in enforcing any other rights or remedies they may have. The policy reinforces the Companys intent to consider recovering performance-based compensation under the circumstances it covers. The Company will review the policy at such
time as legal or regulatory requirements for the policy change.
Policies Prohibiting Hedging or Pledging Company
Securities
The Company prohibits Directors and employees, including Executive Group members, from engaging in short sales, hedging, and trading in put
and call options, with respect to the Companys securities. In 2015, the Board of Directors changed Company policy to prohibit Directors and employees, including Executive Group members, from pledging MetLife securities. These policies are
intended to prevent a misalignment of interests with Company shareholders or the appearance of such a misalignment.
Tax Considerations
Section 162(m) of the United States Internal Revenue Code
limits the deductibility of compensation paid to certain executives, but exempts certain
performance-based compensation from those limits. For 2015, the Compensation Committee established limits and performance goals in order for AVIP awards to the Companys Executive Group members to be eligible for this exemption. As
part of the Section 162(m) goal- setting process for 2015, the Compensation Committee set the maximum amount that any Executive Group member could be paid as an AVIP award at $10 million. See Non-Equity Incentive Plan Awards on
page 75 for more information about the individual maximums set for 2015 AVIP awards. The Company has also designed Performance Shares, Stock Options and (with respect to regular awards to Executive Group members) Restricted Stock Units with the
intention of making them eligible for the performance-based compensation exemption from Section 162(m) limits. However, the Compensation Committee reserves the right to grant compensation that does not meet Section 162(m)
requirements if it determines it is appropriate to do so.
|
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|
MetLife 2016 Proxy Statement
|
|
67
|
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|
|
|
Compensation Discussion and Analysis
|
Accounting Considerations
Performance Shares granted in 2012 and earlier, Stock Options, and Restricted Stock Units qualify as equity-classified instruments whose fair value for determining
compensation expense under current accounting rules is fixed on the date of grant. The Compensation Committee approved guidelines to determine the performance factor applicable to Performance
Shares granted in 2013 and later, and retained discretion to adjust them, or to consider other factors, should it find that it is appropriate to do so. As a result, these awards qualify for
expense reporting on a variable basis. Phantom Awards qualify for expense reporting on a liability basis because they are paid in cash.
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68
|
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|
MetLife 2016 Proxy
Statement
|
|
|
|
Summary Compensation Table
|
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|
Summary Compensation Table
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|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Name and
Principal
Position
|
|
|
|
|
|
Year
|
|
|
|
|
|
Salary
($)
|
|
|
|
|
|
|
Bonus
($)
|
|
|
|
|
|
|
Stock
Awards
($)
|
|
|
|
|
|
|
Option
Awards
($)
|
|
|
|
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
|
|
|
|
Change
in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
|
|
|
|
All Other
Compensation
($)
|
|
|
|
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
2015
2014
2013
|
|
|
|
|
|
$
$
$
|
1,425,000
1,325,000
1,212,500
|
|
|
|
|
|
|
$
$
$
|
0
0
0
|
|
|
|
|
|
|
$
$
$
|
6,837,430
6,027,795
5,854,539
|
|
|
|
|
|
|
$
$
$
|
1,939,582
1,806,120
1,729,089
|
|
|
|
|
|
|
|
$4,500,000
$5,000,000
$5,000,000
|
|
|
|
|
|
|
|
$724,960
$709,963
$578,929
|
|
|
|
|
|
|
|
$ 273,909
$ 294,924
$ 239,281
|
|
|
|
|
|
|
$
$
$
|
15,700,881
15,163,802
14,614,338
|
|
|
|
|
|
Chairman of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board, President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
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|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John C. R. Hele
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
2015
2014
2013
|
|
|
|
|
|
$
$
$
|
706,250
637,500
600,000
|
|
|
|
|
|
|
$
$
$
|
0
0
0
|
|
|
|
|
|
|
$
$
$
|
2,051,234
1,870,695
585,460
|
|
|
|
|
|
|
$
$
$
|
581,876
560,409
172,911
|
|
|
|
|
|
|
|
$2,200,000
$2,200,000
$1,500,000
|
|
|
|
|
|
|
|
$297,271
$213,406
$ 9,332
|
|
|
|
|
|
|
|
$ 101,741
$ 75,123
$ 19,397
|
|
|
|
|
|
|
$
$
$
|
5,938,372
5,557,133
2,887,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin J. Lippert
Executive Vice
President, Global
Technology & Operations
|
|
|
|
|
|
2015
2014
2013
|
|
|
|
|
|
$
$
$
|
681,250
625,000
618,750
|
|
|
|
|
|
|
$
$
$
|
0
0
0
|
|
|
|
|
|
|
$
$
$
|
1,846,125
1,732,125
1,756,381
|
|
|
|
|
|
|
$
$
$
|
523,692
518,903
518,723
|
|
|
|
|
|
|
|
$2,300,000
$2,200,000
$1,750,000
|
|
|
|
|
|
|
|
$301,478
$245,080
$189,823
|
|
|
|
|
|
|
|
$ 0
$ 0
$ 0
|
|
|
|
|
|
|
$
$
$
|
5,652,545
5,321,108
4,833,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven J. Goulart
Executive Vice President and Chief Investment Officer
|
|
|
|
|
|
2015
|
|
|
|
|
|
$
|
637,500
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
1,367,505
|
|
|
|
|
|
|
$
|
387,922
|
|
|
|
|
|
|
|
$1,400,000
|
|
|
|
|
|
|
|
$196,785
|
|
|
|
|
|
|
|
$ 83,580
|
|
|
|
|
|
|
$
|
4,073,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher G.
|
|
|
|
|
|
2015
|
|
|
|
|
|
$
|
587,236
|
|
|
|
|
|
|
$
|
199,659
|
|
|
|
|
|
|
$
|
1,093,994
|
|
|
|
|
|
|
$
|
310,335
|
|
|
|
|
|
|
|
$1,099,172
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
$ 598,286
|
|
|
|
|
|
|
$
|
3,888,682
|
|
|
|
|
|
Townsend
1
|
|
|
|
|
|
2014
|
|
|
|
|
|
$
|
537,532
|
|
|
|
|
|
|
$
|
200,010
|
|
|
|
|
|
|
$
|
1,039,275
|
|
|
|
|
|
|
$
|
311,345
|
|
|
|
|
|
|
|
$ 951,838
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
$ 629,052
|
|
|
|
|
|
|
$
|
3,669,052
|
|
|
|
|
|
President, Asia
|
|
|
|
|
|
2013
|
|
|
|
|
|
$
|
500,000
|
|
|
|
|
|
|
$
|
200,268
|
|
|
|
|
|
|
$
|
951,349
|
|
|
|
|
|
|
$
|
280,973
|
|
|
|
|
|
|
|
$ 901,393
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
$ 475,696
|
|
|
|
|
|
|
$
|
3,309,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J.
Wheeler
|
|
|
|
|
|
2015
|
|
|
|
|
|
$
|
515,673
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
1,914,479
|
|
|
|
|
|
|
$
|
543,083
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
$268,627
|
|
|
|
|
|
|
|
$2,109,656
|
|
|
|
|
|
|
$
|
5,351,518
|
|
|
|
|
|
former President,
|
|
|
|
|
|
2014
|
|
|
|
|
|
$
|
768,750
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
2,251,763
|
|
|
|
|
|
|
$
|
674,562
|
|
|
|
|
|
|
|
$2,000,000
|
|
|
|
|
|
|
|
$766,086
|
|
|
|
|
|
|
|
$ 194,345
|
|
|
|
|
|
|
$
|
6,655,506
|
|
|
|
|
|
Americas
|
|
|
|
|
|
2013
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
2,122,270
|
|
|
|
|
|
|
$
|
626,795
|
|
|
|
|
|
|
|
$3,250,000
|
|
|
|
|
|
|
|
$ 82,514
|
|
|
|
|
|
|
|
$ 124,430
|
|
|
|
|
|
|
$
|
6,956,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Townsend was paid a cash sign-on bonus in each of 2013, 2014, and 2015 on the first three anniversaries of the date his employment began, which is reported in the Bonus column. The final payment was made in 2015.
|
Mr. Townsend did not participate in a defined benefit pension plan in 2013, 2014, or 2015 which is reflected in the Change in Pension
Value and Nonqualified Deferred Compensation Earnings column.
The amount of tax equalization benefits is a component of the amount disclosed in the
All Other Compensation column for Mr. Townsend. The amount reported for tax equalization benefits for 2014 in the Companys 2015 Proxy Statement was $284,501. That amount was based on an estimate of such benefits, as the amount could not
be determined due to differences between various jurisdictions tax years and the Companys fiscal year. The amount of the benefit has now been determined to have been $267,457. This amount is reflected in the All Other Compensation and
Total columns for Mr. Townsend for 2014 in this table. Accordingly, the amounts disclosed in the All Other Compensation and Total columns for Mr. Townsend for 2014 in this table are different from the amounts in such columns in the Summary
Compensation Table in the Companys 2015 Proxy Statement.
|
|
|
MetLife 2016 Proxy Statement
|
|
69
|
|
|
|
|
|
Summary Compensation Table
|
Amounts for Mr. Townsend for 2015 in this table, and other executive compensation disclosure in this Proxy statement, that were denominated,
accrued, earned, or paid in Hong Kong dollars have been converted to U.S. dollars at a rate of U.S.$1 = H.K.$7.765. In addition, the amounts in the Salary and Non-Equity Incentive Plan Compensation columns for 2015 differ from the amounts
reviewed by the Compensation Committee. See Incentive Compensation Decisions for 2015 Performance on page 46. Amounts reported for 2014 and 2013 have not been adjusted from amounts reported in the Companys 2015 Proxy Statement to
reflect the change to the exchange rate used in this Proxy Statement compared to the Companys 2015 Proxy Statement.
Basis for the information in the Summary Compensation Table
The amounts reported in the table above for 2015 include several elements that were not paid to the Named Executive Officers in 2015. The table includes items such as
salary and cash incentive compensation that have been earned. It also includes the grant date fair value of Share-based long-term incentive awards granted in 2015 which may never become payable or be delivered, or may ultimately have a value that
differs substantially from the values reported in this table. The table also includes changes in the value of pension benefits from prior year-end to year-end 2015 which will become payable only after the Named Executive Officer ends employment. The
items and amounts reported in the table above for 2014 and 2013 bear a similar relationship to performance and amounts paid or payable in those years.
In addition,
the amounts in the Total column do not represent Total Compensation as defined for purposes of the Companys compensation guidelines and philosophy, and include elements that do not relate to 2015 performance. For additional
information, see the Compensation Discussion and Analysis beginning on page 42.
The Company is required to include compensation in the Summary Compensation
Table for either of the two years prior to 2015 to the extent that it was disclosed in any of its prior Proxy Statements. Mr. Goulart was not a Named Executive Officer in the Companys 2015 or 2014
Proxy Statement. As a result,
his
compensation for
2014 and 2013 is not reported in the table above.
The amounts in each of the columns of the Summary Compensation Table
are further discussed in the following.
Salary
The amount reported in
the Salary column is the amount of base salary earned by each Named Executive Officer in that year.
For the relationship of each Named Executive Officers 2015 base salary earnings to that officers 2015 Total
Compensation, see the Proxy Summary on page 6.
Stock Awards
Performance Shares and Performance Units.
Performance Share and Performance Unit awards were granted in 2015 pursuant to the 2015 Stock and Incentive Plan. No monetary
consideration was paid by a Named Executive Officer for any awards. No dividends or dividend equivalents are earned on any awards. For a description of the effect on the awards of a termination of employment or change-in-control of MetLife, see
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End beginning on page
90.
Performance Shares are
delivered in Shares. Performance Units are paid in cash using the price of Shares.
On February 24, 2015, the Compensation Committee granted
Performance Shares to each Named Executive Officer, except that it granted Mr. Townsend Performance Units. The Company may deliver Shares (or pay cash, in the case of Performance Units) after the end of the three-year performance
period from January 1, 2015 to December 31, 2017. In order for these awards to be eligible to be fully tax deductible under Section 162(m), the Compensation Committee established separate threshold goals. As a result, for the Company
to deliver Shares (or pay cash, in the case of Performance Units), the Company must generate either (1) positive income from continuing operations before provision for income tax, excluding net investment gains (losses) (defined in accordance
with Section 3(a) of Article 7.04 of SEC Regulation
S-X),
which includes total net investment gains (losses) and net derivatives gains (losses), either for the third year of the performance period or for
the performance period as a whole, or (2) positive TSR either for the third year of the performance period or for the performance period as a whole.
|
|
|
|
|
|
70
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Summary Compensation Table
|
|
|
If any of the above income or TSR goals are met, the number of Shares the Company delivers (or amount of cash it pays, in
the case of Performance Units) at the end of the performance period is calculated by multiplying the number of Performance Shares or Performance Units by a performance factor (from 0% to 175%). The performance factor is to be determined by the
Compensation Committee in consideration of the Companys annual Operating ROE compared to its three-year business plan and TSR during the performance period compared to the Companys peers and other factors the Compensation Committee
determines relevant.
For a further discussion of the performance goals applicable to the Performance Share and Performance Unit awards in 2015, see the
Compensation Discussion and Analysis beginning on page 42. For a discussion of the 2014 and 2013 Performance Share
and Performance Unit
awards, see the Companys 2015 and 2014 Proxy Statements, respectively.
Restricted Stock Unit and Restricted Unit Awards.
Restricted Stock Unit and
Restricted Unit awards were granted in 2015 pursuant to the 2015 Stock and Incentive Plan
. No monetary consideration was paid by a Named Executive Officer for any awards. No dividends or dividend equivalents are earned on any awards. For a
description of the effect on the awards of a termination of employment or change-in-control of MetLife, see Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End beginning on page 90.
Restricted Stock Units are delivered in Shares. Restricted Units are paid in cash using the price of Shares.
On February 24, 2015, the Compensation Committee granted Restricted Stock Units to each Named Executive Officer, except that it granted Mr. Townsend Restricted Units.
One-third of each of these awards vests on each of the first three anniversaries of the grant date. In order for each tranche of these awards to be eligible to be fully tax deductible under Section 162(m), the Compensation Committee established
separate threshold goals. As a result, for the Company to deliver Shares (or pay cash, in the case of Restricted Units), the Company must generate either (1) positive income from continuing operations before provision for income tax, excluding
net investment gains (losses) (defined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses) in the calendar year immediately preceding the
anniversary date on which the tranche vests, or
(2) positive TSR either for the calendar year immediately preceding the anniversary date on which the tranche vests.
For a discussion of the 2014 and 2013 Restricted Stock Unit
and Restricted Unit
awards, see the Companys 2015 and 2014 Proxy Statements.
Method for Determining Amounts Reported.
The amounts reported in this column
for Stock Awards
were calculated by multiplying the number of Shares or units by their respective grant date fair value:
|
|
$46.85 for February 24, 2015.
|
|
|
$46.19 for February 25, 2014.
|
|
|
$32.20 for February 26, 2013.
|
Those amounts represent the aggregate grant date fair value of the awards under ASC
718 consistent with the estimate of aggregate compensation cost to be recognized over the service period.
For Performance Shares and Performance Units, the amounts are based on target performance, which is a total performance factor of 100%.
This is the probable outcome of the performance conditions to which those awards are subject, determined under ASC 718. The grant date fair values of the Performance Shares and Performance Units granted in 2015 and 2014 assuming the
highest level of performance conditions would be 1.75 times the amounts included in this column, rounded down to the nearest whole Share (or Share equivalent), as the same grant date fair value per share would be used but the total performance
factor used would be 175%. For 2015 Performance Share and Performance Unit awards, that would produce the following hypothetical Grant Date Fair Values:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
Hypothetical Grant
Date Fair
Value of 2015
Performance Shares and
Performance Units at
Maximum Performance Level
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
$7,976,962
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
$2,393,098
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
$2,153,788
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
$1,595,383
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
$1,276,288
|
|
|
|
|
William J. Wheeler
|
|
|
|
|
|
$2,233,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife 2016 Proxy Statement
|
|
71
|
|
|
|
|
|
Summary Compensation Table
|
For a description of the assumptions made in determining the expenses of Share awards, see Notes
1 and 16
to
the Consolidated Financial Statements in the 2015, 2014, and 2013 Forms 10-K. In determining these expenses, it was assumed that each Named Executive Officer would satisfy any service requirements for vesting of the award. As a result, while a
discount for the possibility of forfeiture of the award for this reason was applied to determine the expenses of these awards as reported in the Companys Annual Reports on Form 10-K, no such discount was applied in determining the expenses
reported in this column.
Option Awards
Stock Option awards were granted
in 2015 pursuant to the 2015 Stock and Incentive Plan. No monetary consideration was paid by a Named Executive Officer for any awards. For a description of the effect on the awards of a termination of employment or change-in-control of MetLife, see
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End beginning on page 90.
On February 24, 2015, the Compensation
Committee granted Stock Options to each Named Executive Officer. Each of these awards had a per option exercise price equal to the closing price of a Share on the grant date: $51.39. The Stock Options will normally become exercisable at the rate of
one-third of each grant on each of the first three anniversaries of the grant date, and expire on the day before the tenth anniversary of that grant date.
For a
discussion of the 2014 and 2013 Stock Options, see the Companys 2015 and 2014 Proxy Statements, respectively.
Method for Determining Amounts Reported.
The amounts reported in this column
were calculated by multiplying the number of Stock Options by a grant date fair value per option of:
|
|
$13.29 for February 24, 2015.
|
|
|
$13.84 for February 25, 2014.
|
|
|
$9.51 for February 26, 2013.
|
Those amounts represent the aggregate grant date fair value of the Stock Options granted in each year under ASC 718,
consistent with the estimate of aggregate compensation cost to be recognized over the service period.
For a description of the assumptions made in determining the
expenses of Stock Option awards, see Notes
1 and 16
to the Consolidated Financial Statements in the 2015, 2014, and 2013 Forms 10-K. In determining these expenses, it was assumed that each Named Executive Officer would satisfy any
service requirements for vesting of the award. As a result, while a discount for the possibility of forfeiture of the award was applied to determine the expenses of these awards as reported in the Companys Annual Reports on Form 10-K, no such
discount was applied in determining the expenses reported in this column. In each case, the grant date of the awards was the date that the Compensation Committee approved the awards.
Non-Equity Incentive Plan Compensation
The amounts reported in the
Non-Equity Incentive Plan Compensation column for each Named Executive Officer include the 2015 AVIP awards made in February 2016 by the Compensation Committee to each of the Named Executive Officers, which are based on 2015 performance. The AVIP
awards are payable in cash by March 15, 2016. The factors considered and analyzed by the Compensation Committee in determining the awards are discussed in the Compensation Discussion and Analysis. For a description of the maximum award formula
that applied to the awards for tax deductibility purposes, see the table entitled Grants of Plan-Based Awards in 2015 on page 75.
Amounts reported
in this column for 2014 and 2013 are AVIP awards with a similar relationship to performance in those years. The basis of these awards to the Named Executive Officers who appear in the Companys 2015 and 2014 Proxy Statements, respectively, is
discussed further in those Proxy Statements.
|
|
|
|
|
|
72
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Summary Compensation Table
|
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2015 represent any aggregate increase during 2015 in the
present value of accumulated pension benefits for each of the Named Executive Officers who participates in a defined benefit pension plan. The increase in the present value of these benefits reflects additional service in 2015, base salary
compensation earned in 2015 (reflecting any increases in base salary rate), annual incentive awards payable in March 2015 for 2014 performance, and, in the case of Mr. Wheeler, the impact of changes in the discount rates used to value those
benefits. The U.S.-based Named Executive Officers participate in the same retirement
program that applies to other administrative employees in the U.S. For a description of pension benefits, including the formula for determining benefits, see the table entitled Pension
Benefits at 2015 Fiscal Year-End on page 82.
None of the Named Executive Officers earnings on their nonqualified deferred compensation in
2015,
2014, or 2013 were above-market or preferential. As a result, earnings credited on their nonqualified deferred compensation are not required to be, nor are they, reflected in this column. For a description of the Companys
nonqualified deferred compensation plans and the simulated investments used to determine earnings, see the table entitled Nonqualified Deferred Compensation at 2015 Fiscal Year-End on page 85.
All Other Compensation
The amounts reported in this column for 2015 include all other items of compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Employer
Savings and
Investment
Program and
Mandatory
Provident Fund
Contributions
|
|
|
|
|
|
Perquisites
and
Other
Personal
Benefits
|
|
|
|
|
|
Life
Insurance
Above
Standard
Formula
|
|
|
|
|
|
Health
Insurance
Above
Standard
Formula
|
|
|
|
|
|
Tax
Equalization
Benefits
|
|
|
|
|
|
Severance
Pay
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
|
|
$257,000
|
|
|
|
|
|
$ 16,909
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 273,909
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
$ 87,187
|
|
|
|
|
|
$ 14,554
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 101,741
|
|
|
|
|
Martin J. Lippert
1
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
|
|
$ 69,500
|
|
|
|
|
|
$ 14,080
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 83,580
|
|
|
|
|
Christopher G.
Townsend
|
|
|
|
|
|
|
|
$ 35,234
|
|
|
|
|
|
$247,426
|
|
|
|
|
|
$1,551
|
|
|
|
|
|
$21,637
|
|
|
|
|
|
$292,438
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 598,286
|
|
|
|
|
William J. Wheeler
1
|
|
|
|
|
|
|
|
$100,627
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$5,023
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$2,004,006
|
|
|
|
|
|
$2,109,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Lipperts and Mr. Wheelers aggregate amounts of perquisites and other personal benefits in 2015 were less than $10,000 and are therefore reported at $0.
|
Employer Savings and Investment Program and Mandatory Provident Fund
Contributions.
U.S. based eligible employees may make contributions to the Savings and Investment Plan, which is a tax-qualified 401(k) plan. Employer matching contributions are also made to that plan. In
2015, matching contributions to that plan of $
10,600 were made for Mr. Kandarian, Mr. Goulart, and Mr. Wheeler, and contributions of $7,950 were made for Mr. Hele.
Employer contributions are made to the Auxiliary Savings and Investment Plan due to U.S. Internal Revenue Code limits on
the amount of compensation that is eligible for contributions to the Savings and Investment Plan.
Employer contributions are also made to the Mandatory
Provident Fund, in which Mr. Townsend and other eligible employees in Hong Kong participate. These contributions match contributions made by employees up to limits determined under that fund.
|
|
|
MetLife 2016 Proxy Statement
|
|
73
|
|
|
|
|
|
Summary Compensation Table
|
The amount of contributions for each Named Executive Officer, other than those made to the Savings and Investment Plan, is
also reflected in the Registrant Contributions in Last FY column of the Nonqualified Deferred Compensation table on page 85.
Perquisites and Other Personal Benefits.
Goods or services provided to the Named Executive Officers are perquisites or personal benefits only if they confer a personal
benefit on the executive. However, goods or services that are directly and integrally related to the executives job duties, or are offered generally to all employees, or for which the executive fully reimbursed the Company, are not perquisites
or personal benefits. Perquisites and other personal benefits are reported at the Companys aggregate incremental cost. The following describes each type of perquisite or other personal benefit.
Personal Car Service.
The reported amounts include the cost paid by the Company to vendors for car service for personal travel. Where the Company used its
own vehicles to provide personal travel, the cost of tolls, fuel, and driver overtime compensation is included.
Personal Company Aircraft Use.
The
reported amounts include the variable costs for personal use of aircraft that were charged to the Company by the vendor that operates the Companys leased aircraft for trip-related crew hotels and meals, landing and ground handling fees, hangar
and parking costs, in-flight catering and telephone usage, and similar items. Fuel costs were calculated based on average fuel cost per flight hour for each hour of personal use. Because the aircraft is leased primarily for business use, fixed costs
such as lease payments are not included in these amounts. The Company does not require the Chief Executive Officer to use the Companys aircraft for all personal and business travel.
Personal Conference, Event, and Travel.
The reported amounts include the costs incurred by the Company for personal items for the Named Executive Officer at
a Company business conference or meeting, at MetLife Stadium or at other events, and for personal guests of the Named Executive Officer at such events. Costs paid to a vendor to make personal travel reservations for the Named Executive Officers or
their family members, and the cost of corporate credit card fees, are also included.
Overseas Assignment Benefits.
The Company provided Mr. Townsend, in connection with his assignment in
Hong Kong, $114,675 in housing and $99,725 in subsidy of childrens education. The Companys incremental costs to provide these items, and for personal tax return preparation, are included in the table above.
Life Insurance Coverage Above Standard Formula.
In 2003, the Company
discontinued its split-dollar life insurance programs in which a small group of senior officers and some other employees and agents participated. Former participants in those programs were given the opportunity to continue to receive group life
insurance coverage at the levels that were provided under the program. The reported amounts for Mr. Wheeler reflect the additional cost to the Company in 2015 to provide group life insurance coverage at those former levels over and above the
cost for the standard group life coverage.
Employees in Hong Kong, including Mr. Townsend, are provided life insurance at levels that vary based on
position. The cost of providing such coverage to Mr. Townsend in 2015 is reported in the table above.
Health
Insurance Above Standard Formula.
Employees in Hong Kong, including Mr. Townsend, are provided health benefits at levels that vary based on position. The cost of providing such benefits to
Mr. Townsend in 2015 is reported in the table above.
Tax Equalization Benefits.
The Company will pay any income taxes Mr. Townsend owes as a result of 2015 travel on Company business in excess of what he would have owed had he provided the services in his home jurisdiction. The amount
reported in the table above is an estimate of such taxes, as Mr. Townsends precise liability has not yet been determined. The estimate is based on extensive travel to multiple jurisdictions in Asia and elsewhere in furtherance of
MetLifes business. For further information, see Business Travel Income Tax Equalization on page 64.
Severance Pay.
Mr. Wheelers severance pay is reported in the table above. See Severance Pay and Related Benefits on page 64.
|
|
|
|
|
|
74
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Grants of Plan-Based Awards in 2015
|
|
|
Grants of Plan-Based Awards in 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Estimated
Possible
Payouts Under
Non-Equity
Incentive Plan
Awards
Maximum
($)
|
|
|
|
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
|
|
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
|
|
|
|
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
|
|
|
|
|
Exercise
or Base
Price of
Options
($/Sh)
|
|
|
|
|
|
|
Grant Date
Fair Value of
Stock and
Option Awards
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold
(#)
|
|
|
|
|
|
|
Target
(#)
|
|
|
|
|
|
|
Maximum
(#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kandarian
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,324
|
|
|
|
|
|
|
|
97,295
|
|
|
|
|
|
|
|
170,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$4,558,271
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2,279,159
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145,943
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$1,939,582
|
|
|
|
|
John C. R.
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hele
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,297
|
|
|
|
|
|
|
|
29,189
|
|
|
|
|
|
|
|
51,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,367,505
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 683,729
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,783
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$ 581,876
|
|
|
|
|
Martin J.
Lippert
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,568
|
|
|
|
|
|
|
|
26,270
|
|
|
|
|
|
|
|
45,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,230,750
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 615,375
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,405
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$ 523,692
|
|
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,865
|
|
|
|
|
|
|
|
19,459
|
|
|
|
|
|
|
|
34,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 911,654
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 455,851
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,189
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$ 387,922
|
|
|
|
|
Christopher G.
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Townsend
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,892
|
|
|
|
|
|
|
|
15,567
|
|
|
|
|
|
|
|
27,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 729,314
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 364,680
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,351
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$ 310,335
|
|
|
|
|
William J.
|
|
|
|
|
|
December 9, 2014
|
|
|
|
|
|
|
$10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wheeler
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,811
|
|
|
|
|
|
|
|
27,243
|
|
|
|
|
|
|
|
47,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,276,335
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 638,144
|
|
|
|
|
|
|
|
|
|
|
February 24, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,864
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
$ 543,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
In December, 2014, the Compensation Committee made each Named Executive Officer eligible for an AVIP award for 2015 performance of up to $10 million, if the Company
attained either of two Section 162(m) performance goals in 2015. Those goals were: (1) positive income from continuing operations before provision for income tax, excluding net investment gains (losses) (defined in accordance with
Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses); or (2) positive TSR. These goals were established for the purpose of making AVIP awards to certain
of the Companys executives for 2015 eligible for the performance-based exemption from the limits on tax deductibility under Section 162(m). This limit is labeled maximum in this table. No amounts were established
as minimum or target awards.
The amounts of the 2015 AVIP awards paid to the Named Executive Officers are reflected in the Non-Equity Incentive
Plan Compensation column of the Summary Compensation Table on page 69. The factors and analysis of results considered by the Compensation Committee in determining the 2015 AVIP awards are discussed in the Compensation Discussion and Analysis.
Equity Incentive Plan Awards
The amounts in these columns reflect a
range of Shares the Company may deliver for Performance Shares, or Share equivalents it may pay in cash for
Performance Units
, granted to each Named Executive Officer in 2015. In each case, it is also possible that no Shares will be
delivered or cash paid.
|
|
|
MetLife 2016 Proxy Statement
|
|
75
|
|
|
|
|
|
Grants of Plan-Based Awards in 2015
|
If the 25% threshold performance factor in the guidelines approved by the Compensation Committee applies, each Named
Executive Officer would receive the number of Performance Shares or Performance Units reflected in the Threshold column of this table. If the target performance factor applies, each Named Executive Officer would receive the number of Performance
Shares or Performance Units reflected in the Target column of the table. The maximum performance factor of 175% is reflected in the Maximum column of the table, rounded down to the nearest whole Share (or Share equivalent).
For a more detailed description of the material terms and conditions of these awards, see the Summary Compensation Table on page 69.
All Other Stock Awards
The
amounts in these columns reflect the potential number of Shares the Company may deliver for Restricted Stock Units, or cash it may pay for
Restricted Units
,
granted to each Named Executive Officer in 2015. In each case, it is
also possible that no Shares will be delivered or cash paid.
For a more detailed description of the material terms and conditions of these awards, see the Summary
Compensation Table on page 69.
All Other Option Awards
For a
description of the material terms and conditions of these awards, see the Summary Compensation Table on page 69.
|
|
|
|
|
|
76
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Outstanding Equity Awards at 2015 Fiscal
Year-End
|
|
|
Outstanding Equity Awards at 2015 Fiscal Year-End
This table presents information about:
|
|
Stock Options granted to the Named Executive Officers that were outstanding on December 31, 2015 because they had not been exercised or forfeited as of that date.
|
|
|
Performance Shares and Performance Units
granted to the Named Executive Officers that were outstanding on December 31, 2015 because they had not vested as of that date.
|
|
|
Restricted Stock Units
and Restricted Units
granted to the Named Executive Officers that were outstanding on December 31, 2015 because they had not vested as of that date.
|
The awards reported in this table include awards granted in 2015, which are also reported in the Summary Compensation Table on page 69 and the table entitled
Grants of Plan-Based Awards in 2015 on page 75.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards (1)(2)(3)
|
|
|
|
|
|
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 (4)
(#)
|
|
|
|
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (5)
($)
|
|
|
|
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(6)
(#)
|
|
|
|
|
|
|
Equity
Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have Not
Vested (7)
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
|
45,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$62.80
|
|
|
|
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$60.51
|
|
|
|
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,400
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$23.30
|
|
|
|
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,800
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$23.30
|
|
|
|
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$34.84
|
|
|
|
|
|
|
February 22, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$45.79
|
|
|
|
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$44.59
|
|
|
|
|
|
|
March 20, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
328,125
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$38.29
|
|
|
|
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,212
|
|
|
|
|
|
|
|
60,606
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,500
|
|
|
|
|
|
|
|
87,000
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
145,943
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,850
|
|
|
|
|
|
|
|
$4,717,349
|
|
|
|
|
|
|
|
322,516
|
|
|
|
|
|
|
|
$15,548,496
|
|
|
|
|
|
John C. R.
Hele
|
|
|
|
|
|
|
98,383
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$34.00
|
|
|
|
|
|
|
September 3, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,121
|
|
|
|
|
|
|
|
6,061
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,497
|
|
|
|
|
|
|
|
26,995
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
43,783
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,615
|
|
|
|
|
|
|
|
$1,234,899
|
|
|
|
|
|
|
|
98,330
|
|
|
|
|
|
|
|
$ 4,740,489
|
|
|
|
|
|
Martin J.
Lippert
|
|
|
|
|
|
|
37,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$29.50
|
|
|
|
|
|
|
September 5, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,800
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$38.29
|
|
|
|
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,363
|
|
|
|
|
|
|
|
18,182
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,497
|
|
|
|
|
|
|
|
24,996
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
39,405
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,530
|
|
|
|
|
|
|
|
$1,327,221
|
|
|
|
|
|
|
|
89,722
|
|
|
|
|
|
|
|
$ 4,325,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife 2016 Proxy Statement
|
|
77
|
|
|
|
|
|
Outstanding Equity Awards at 2015 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards (1) (2) (3)
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
|
|
|
|
Option
Exercise
Price
($)
|
|
|
|
|
|
|
Option
Expiration
Date
|
|
|
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (4)
(#)
|
|
|
|
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (5)
($)
|
|
|
|
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have
Not Vested (6)
(#)
|
|
|
|
|
|
|
Equity
Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have Not
Vested (7)
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
|
10,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$62.80
|
|
|
|
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$60.51
|
|
|
|
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$23.30
|
|
|
|
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,100
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$34.84
|
|
|
|
|
|
|
February 22, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,300
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$45.79
|
|
|
|
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,300
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$38.29
|
|
|
|
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,242
|
|
|
|
|
|
|
|
12,122
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,998
|
|
|
|
|
|
|
|
15,997
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
29,189
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,105
|
|
|
|
|
|
|
|
$921,052
|
|
|
|
|
|
|
|
62,053
|
|
|
|
|
|
|
|
$2,991,575
|
|
|
|
|
|
Christopher G.
|
|
|
|
|
|
|
44,365
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$30.43
|
|
|
|
|
|
|
July 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Townsend
|
|
|
|
|
|
|
19,696
|
|
|
|
|
|
|
|
9,849
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25,2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,498
|
|
|
|
|
|
|
|
14,998
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
23,351
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,067
|
|
|
|
|
|
|
|
$774,590
|
|
|
|
|
|
|
|
53,492
|
|
|
|
|
|
|
|
$2,578,849
|
|
|
|
|
|
William J.
Wheeler
|
|
|
|
|
|
|
45,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$50.12
|
|
|
|
|
|
|
February 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$62.80
|
|
|
|
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$60.51
|
|
|
|
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$23.30
|
|
|
|
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$34.84
|
|
|
|
|
|
|
February 22, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$45.79
|
|
|
|
|
|
|
February 22, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,500
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$44.59
|
|
|
|
|
|
|
March 20, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,600
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
$38.29
|
|
|
|
|
|
|
February 27, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,939
|
|
|
|
|
|
|
|
21,970
|
|
|
|
|
|
|
|
$34.86
|
|
|
|
|
|
|
February 25, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,246
|
|
|
|
|
|
|
|
32,494
|
|
|
|
|
|
|
|
$50.53
|
|
|
|
|
|
|
February 24, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
40,864
|
|
|
|
|
|
|
|
$51.39
|
|
|
|
|
|
|
February 23, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,779
|
|
|
|
|
|
|
|
$1,532,066
|
|
|
|
|
|
|
|
104,550
|
|
|
|
|
|
|
|
$5,040,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
1
|
Each of these Option Awards is a Stock Option. Each has an expiration date that is the day before the tenth anniversary of its grant date.
Except as described in note 2 to this table, each of the
Stock Options for each Named Executive Officer will become exercisable at a rate of one-third of each annual grant on each of the first three anniversaries of the grant date, subject to conditions.
|
2
|
Mr. Kandarians and Mr. Wheelers Stock Options that expire on March 20, 2021, and 106,800 of Mr. Kandarians Stock Options that expire on February 23, 2019, became exercisable on the
third anniversary of their grant date, subject to conditions.
|
3
|
Portions of Mr. Kandarians outstanding Stock Options have been effectively transferred other than for value under a
|
|
domestic relations order: 19,125 of those expiring in 2017 and 11,310 of those expiring in 2018.
|
4
|
Each of these Stock Awards is comprised of Restricted Stock Units, except for Mr. Townsends Stock Awards which are Restricted Units.
|
5
|
The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Restricted Stock Units and Restricted Units reflected in the column entitled Number of Shares or Units of
Stock That Have Not Vested multiplied by the closing price of a Share on December 31, 2015, the last business day of that year.
|
|
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|
|
|
|
78
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Outstanding Equity Awards at 2015 Fiscal
Year-End
|
|
|
6
|
Each of these Stock Awards is comprised of Performance Shares, except for Mr. Townsends Stock Awards which are Performance Units. The number of Stock Awards reported is the maximum number of Shares that the
Company could deliver (or pay the equivalent in cash) for the following performance periods:
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Maximum Performance
Shares or Performance
Units
|
|
|
|
|
|
|
|
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|
|
|
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|
Name
|
|
|
|
|
|
|
|
2014-2016
|
|
|
|
|
|
|
2015-2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
|
|
|
152,250
|
|
|
|
|
|
|
|
170,266
|
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
|
47,250
|
|
|
|
|
|
|
|
51,080
|
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
|
|
|
43,750
|
|
|
|
|
|
|
|
45,972
|
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
|
|
|
28,000
|
|
|
|
|
|
|
|
34,053
|
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
|
|
|
26,250
|
|
|
|
|
|
|
|
27,242
|
|
|
|
|
|
William J. Wheeler
|
|
|
|
|
|
|
|
|
56,875
|
|
|
|
|
|
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47,675
|
|
|
|
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|
|
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|
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|
|
|
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|
|
|
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|
|
The Company has not yet delivered any Shares or paid any cash for these Performance Shares and Performance Units. The number of Shares the Company delivers or cash it pays may be lower than the amounts reflected in this
table. Under the terms of the awards, the number of Shares the Company delivers, or cash it pays, if any, will depend on a performance factor that the Compensation Committee determines based upon a three-year performance period. The maximum
performance factor has been used to report these outstanding awards because it was not possible to determine the Companys performance in 2016 or 2017 at the time this Proxy Statement was filed. See the Summary Compensation Table on
page 69 for a description of the terms of the Performance Share
and Performance Unit
awards.
|
7
|
The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Performance Shares
and Performance Units
reflected in the column entitled Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested multiplied by the closing price of a Share on December 31, 2015, the last business day of that year.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
79
|
|
|
|
|
|
Option Exercise and Stock Vested in 2015
|
Option Exercises and Stock Vested in 2015
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|
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|
|
Option
Awards
|
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|
|
|
|
Stock Awards
|
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|
Name
|
|
|
|
|
|
Number of Shares
Acquired on Exercise
(#)
|
|
|
|
|
|
Value Realized
on Exercise
($)
|
|
|
|
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
|
|
|
|
Value Realized
on Vesting
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
17,500
|
|
|
|
|
|
$ 122,500
|
|
|
|
|
|
249,656
|
|
|
|
|
|
$12,785,218
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
50,091
|
|
|
|
|
|
$ 2,628,622
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
52,633
|
|
|
|
|
|
$ 2,631,851
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
51,288
|
|
|
|
|
|
$ 2,631,120
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
37,699
|
|
|
|
|
|
$ 1,921,931
|
|
|
|
|
William J.
Wheeler
|
|
|
|
|
|
183,000
|
|
|
|
|
|
$4,405,881
|
|
|
|
|
|
93,236
|
|
|
|
|
|
$ 4,782,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
|
Option Awards
The amount for
the value realized on exercise of Option Awards is the market value of Shares when the executive exercised the Stock Options less the exercise price of the Stock Options.
Stock Awards
Restricted Stock Units and Restricted
Units
These amounts include Shares the Company delivered for Restricted Stock Units, or equivalent in cash it paid for Restricted Units, that vested in 2015.
The value realized on vesting was determined using the closing price of a Share on the vesting date. None of the Named Executive Officers had the opportunity to defer the Shares that they might receive for these awards.
2012-2014 Performance Shares and Performance Units
These amounts also include Shares deliverable for Performance Shares, or equivalent in cash payable for Performance Units, for the 2012-2014 performance period, which
vested on December 31, 2014. The value realized on vesting was determined using the number of Performance Shares deliverable in Shares, or Performance Units payable in cash, multiplied by the closing price of Shares on the vesting date. The
number of Shares deliverable, or their cash equivalent payable, was not known as of the date of the Companys 2015 Proxy Statement and as a result were not reflected in the Option Exercises and Stock Vested in 2014 table in that
Proxy Statement.
The number of Shares deliverable for this award (or cash equivalent) was calculated by multiplying the number of
Performance Shares or Units by the total of the Operating EPS Performance Factor and the TSR Performance Factor, each with a target performance factor of 50%:
|
|
The component performance factor based on the Companys Operating EPS growth was 39%. This was the average of 66%, 0%, and 50%, the percentages determined by the Companys year-over-year change in Operating
EPS relative to other Standard and Poors Insurance Index comparators for each of the three years of the performance period. The Company was at the 61st percentile for 2012, below the 25th percentile for 2013, and at the 50th percentile for
2014.
|
|
|
The component performance factor based on the Companys TSR was 62%. This was determined by comparing the Companys performance relative to that of other Standard & Poors Insurance Index
Comparators with respect to TSR for the performance period. MetLifes TSR, less that of the Insurance Index Comparators, was 7.2%. That result produced the component performance factor of 62%.
|
The performance factor for the 2012-2014 Performance Shares and Performance Units was the total of these two components, 101%.
|
|
|
|
|
|
80
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Option Exercise and Stock Vested in 2015
|
|
|
For more information on the terms of these awards, see the Companys 2013 Proxy Statement.
Each Named Executive Officer who had a Performance Share award for the 2012-2014 performance period had the opportunity to defer the Shares deliverable for that
award. None of them chose to defer any of those Shares.
2013-2015 Performance Shares and Performance Units
These amounts also include Shares deliverable for Performance Shares, or equivalent in cash payable for Performance Units, for the 2013-2015 performance period, which
vested on December 31, 2015. The value realized on vesting was determined using the number of Shares deliverable, or Share equivalent payable in cash, multiplied by the closing price of Shares on the vesting date.
The number of Shares deliverable for this award (or cash equivalent) was calculated by multiplying the number of Performance Shares by the performance factor that
pertained to the awards, which was 86.2%. The Compensation Committee determined this factor in light of guidelines described under Performance Share Awards in 2013 and later on page 59. The Companys TSR over the
performance period was in the 27th percentile of the global comparator group provided under the guidelines, producing a TSR performance factor component of 31%. The Companys average annual Operating ROE for the performance period was 12.0%,
which was 110% of the average Business Plan goal of 10.9% for the performance period, producing an Operating ROE performance component of 141.3%. The performance factor approved by the Compensation Committee was the average of these two components.
In determining this performance factor, the Compensation Committee determined the Companys Operating ROE excluding the impact of the following items that did
not relate to current operations or the consequences of any current management decisions, or that reflected appropriate management decisions.
In 2014 and 2013, the
Company increased its reserves for asbestos litigation. The litigation relates to alleged activities in
the 1920s through the 1950s, and the reserve increases (of $117 million and $101 million, respectively, each net of income tax) reflected the fact that the frequency and severity of
claims against MLIC relating to asbestos increased. MLIC is named as a defendant in asbestos litigation. MLIC has never engaged in the business of manufacturing, producing, distributing or selling asbestos or asbestos-containing products. Nor has
MLIC issued liability or workers compensation insurance to companies in the business of manufacturing, producing, distributing or selling asbestos or asbestos-containing products. The lawsuits principally have focused on allegations with
respect to certain research, publication and other activities during the period from the 1920s through approximately the 1950s and allege that MLIC learned or should have learned of certain health risks posed by asbestos and, among other
things, improperly publicized or failed to disclose those health risks. MLIC believes that it should not have legal liability in these cases. The outcome of most asbestos litigation matters, however, is uncertain.
In 2015, the Company recorded a non-cash charge of $792 million, net of income tax, related to tax years 2000 to 2009 for a wholly-owned U.K. subsidiary of MLIC. The
charge was the result of the Companys consideration of court decisions upholding the U.S. Internal Revenue Services disallowance of foreign tax credits claimed by corporate entities not affiliated with the Company. Resolution of the
Companys own foreign tax credits awaits filing of (and determinations regarding) refund claims.
Finally, the Company did not engage in as much merger and
acquisition activity in 2015 as anticipated for the Business Plan Operating ROE goal. The Compensation Committee determined that management had exercised appropriate restraint in pursuing only those acquisitions that were likely to result in
profitable growth.
Each Named Executive Officer who had a Performance Share award for the 2013-2015 performance period had the opportunity to defer Shares
deliverable for that award. None of them chose to defer any of those Shares.
|
|
|
MetLife 2016 Proxy Statement
|
|
81
|
|
|
|
|
|
Pension Benefits at 2015 Fiscal Year-End
|
Pension Benefits at 2015 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
1
|
|
|
|
|
|
|
|
Plan
Name
|
|
|
|
|
|
|
|
Number of Years
Credited Service
(#)
|
|
|
|
|
|
|
|
|
|
Present Value of
Accumulated Benefit
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
10.75
|
|
|
|
|
|
|
|
|
|
$ 180,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Pension Plan
|
|
|
|
|
|
|
|
10.75
|
|
|
|
|
|
|
|
|
|
$3,019,431
|
|
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
3.33
|
|
|
|
|
|
|
|
|
|
$ 52,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Pension Plan
|
|
|
|
|
|
|
|
3.33
|
|
|
|
|
|
|
|
|
|
$ 467,588
|
|
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
4.33
|
|
|
|
|
|
|
|
|
|
$ 74,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Pension Plan
|
|
|
|
|
|
|
|
4.33
|
|
|
|
|
|
|
|
|
|
$ 671,339
|
|
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
9.50
|
|
|
|
|
|
|
|
|
|
$ 192,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Pension Plan
|
|
|
|
|
|
|
|
9.50
|
|
|
|
|
|
|
|
|
|
$ 850,672
|
|
|
|
|
|
|
William J. Wheeler
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
17.83
|
|
|
|
|
|
|
|
|
|
$ 486,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Pension Plan
|
|
|
|
|
|
|
|
17.83
|
|
|
|
|
|
|
|
|
|
$3,381,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Townsend did not participate in a defined benefit pension plan in 2015.
|
The U.S.-based Named Executive Officers are eligible to participate in the Retirement Plan and the Auxiliary Pension Plan.
Eligible employees qualify for pension benefits after one year of service and become vested in their benefits after three years of service.
Pension Plans
Pension benefits are paid under two separate plans, primarily due to tax requirements. The Retirement Plan is a
tax-qualified defined benefit pension plan that provides benefits for eligible employees on the United States payroll. The U.S. Internal Revenue Code imposes limitations on eligible compensation and on the amounts that can be paid under the
Retirement Plan. The purpose of the Auxiliary Pension Plan is to provide benefits which eligible employees would have received under the Retirement Plan if these limitations were not imposed. Benefits under the Auxiliary Pension Plan are calculated
in substantially the same manner as they are under the Retirement Plan. The Auxiliary Pension Plan is unfunded, and benefits under that plan are general promises of payment not secured by any rights to Company property.
Determination of Benefits
Benefits under the Companys pension program are determined under two separate benefit formulas. For any given period of time, an employees benefit is
determined under one or the other
formula. In no event do benefits accrue for the same period under both formulas. The
Traditional Formula
is based on length of service and final average compensation. The
Personal
Retirement Account
Formula
is based on monthly contributions for each employee based on the employees compensation, plus interest.
Mr.
Wheelers benefit will be determined using the standard Traditional Formula for service prior to 2003 and the Personal Retirement Account Formula for service in 2003 and later.
Each
other
U.S.-based Named Executive
Officers respective benefit will be determined exclusively under the Personal Retirement Account Formula. In each case, the formula is the standard formula that applies to all similarly-situated employees.
Mr. Wheeler had
sufficient service as of year-end 2015 to be fully vested in both his Traditional Formula benefit and Personal Retirement Account Formula benefit. Each of Mr. Kandarian and Mr. Goulart had sufficient service as of year-end 2015 to be fully
vested in his Personal Retirement Account Formula benefit.
The Personal Retirement Account Formula is based on amounts contributed or credited for each participant
based on the participants eligible compensation, plus interest. Eligible compensation includes base salary and eligible annual incentive awards. All employees hired (or rehired) on or after January 1, 2002 accrue benefits for 2002 and
later under the Personal
|
|
|
|
|
|
82
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
|
|
Pension Benefits at 2015 Fiscal Year-End
|
Retirement Account Formula. Under the Personal Retirement Account Formula, an employee is credited each month with an amount equal to 5% of eligible compensation up to the Social Security
wage base (for 2015, $118,500), plus 10% of eligible compensation in excess of that wage base. In addition, amounts credited to each employee earn interest at an approximation of the U.S. governments 30-year Treasury securities rate.
Employees hired before 2002 who remained employed throughout 2002 accrued benefits for 2002 under the Traditional Formula. These employees, including Mr. Wheeler, were
given the opportunity to continue accruing their pension benefits under the Traditional Formula for service in 2003 and later or to begin accruing benefits for 2003 and later under the Personal Retirement Account Formula. Mr. Wheeler elected to
begin accruing benefits for 2003 and later under the Personal Retirement Account Formula.
Mr. Wheelers annual benefit under the Traditional Formula was
determined and frozen at the end of 2002 and represents approximately one-fifth of his total benefit value. This frozen annual benefit is calculated by multiplying Mr. Wheelers years of service through 2002 by the sum of (1) 1.1% of his
final average compensation up to the average Social Security wage base over the past 35 years, and (2) 1.7% of his employees final average compensation in excess of the average Social Security wage base over the past 35 years.
Mr. Wheelers final average compensation was calculated by determining the consecutive five-year period (within the period from Mr. Wheelers date of hire through 2002) during which his eligible compensation (including base salary and
eligible annual incentive awards) produced the highest average annual compensation.
For pension benefit purposes, the 2009 annual incentive awards, which were paid
outside of AVIP, are considered on the same basis as AVIP awards.
Form of Payment of Benefits
Whether an employees pension benefit is determined under the Traditional Formula or (except with respect to amounts accrued
under the Auxiliary Pension Plan during or after 2005) the Personal Retirement Account Formula, the employee may choose to receive the benefit as a life annuity, life annuity with term certain, contingent survivor annuity, or first-to-die annuity.
Amounts accrued during or after 2005 under the Auxiliary
Pension Plan that are determined by the Personal Retirement Account Formula are paid in a lump sum. Employees may choose a lump sum payout of any of the rest of their vested benefits under the
Personal Retirement Account Formula at termination of their employment or later. The Named Executive Officer participants could also have selected, no later than December 31, 2008 and subject to the approval of the Compensation Committee or its
designee, the timing and form of the Traditional Formula benefit payment under the Auxiliary Pension Plan, including a lump sum payment. The actuarial value of all forms of payment is substantially equivalent.
Retirement Eligibility
Normal
Retirement Eligibility applies at age 65 with at least one year of service. An employee is eligible for early Retirement Eligibility beginning at age 55 with 15 years of service. Each year of age over age 57 1/2 reduces the number of years of
service required to qualify for early retirement, until normal Retirement Eligibility at age 65 and at least one year of service.
The Traditional Formula
benefit may not be paid to employees before they become Retirement Eligible. Early retirement payments for Traditional Formula participants are reduced from normal retirement benefits by an early retirement factor that depends on the employees
age at the time payments begin and years of service at the end of employment. If an employee has 20 years of service or more and is Retirement Eligible, the factors range from 72% at age 55 to 100% at age 62. If an employee does not have 20 years of
service at the end of employment, the factors range from 54.8% at age 55 to 100% at age 65.
However, attaining Retirement Eligibility does not affect
Personal Retirement Account benefits. Personal Retirement Account participants qualify to be paid their full vested benefit when their employment ends. Because Personal Retirement Account benefits are based on total amounts credited for the employee
and not final average compensation, those benefits are not reduced for any early retirement.
Attaining Retirement Eligibility also affects whether an employee
retains stock-based long-term incentive awards granted in 2014 or earlier. See the text accompanying the table entitled Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End on page 90 for a discussion of
these effects as of 2015 year-end.
|
|
|
MetLife 2016 Proxy Statement
|
|
83
|
|
|
|
|
|
Pension Benefits at 2015 Fiscal Year-End
|
Of the Named Executive Officers based in the U.S.,
only
Mr. Kandarian was Retirement Eligible during
2015.
Section 409A Requirements
Amounts that were
vested in the Auxiliary Pension Plan after 2004 are subject to the requirements of U.S. Internal Revenue Code Section 409A
(Section 409A)
. Participants had the opportunity in 2008 to choose their form of payment (including a lump sum)
for their accrued benefit, so long as they did not begin receiving payments in the year of the election. Payments of amounts that are subject to the requirements of Section 409A to the top 50 highest paid officers in the Company that are due
upon separation from service are delayed for six months following their separation, as required by Section 409A.
Present Value Calculation
Assumptions
The present value of each Named Executive Officer participants accumulated pension benefits is reported in the table above using certain
assumptions.
In the case of each Named Executive Officer with a benefit determined in part under the Traditional
Formula, the assumptions used in the determination of present value as of December 31, 2015 include assumed retirement at the earliest date the executive could retire with full pension
benefits. This was the earlier of the date the executive reached at least age 62 with at least 20 years of service, or the normal retirement date (age 65). Otherwise, the assumptions used were the same as those used for financial reporting under
GAAP. For a discussion of the assumptions made regarding this valuation, see Notes
1 and 16 to the Consolidated Financial Statements in the 2015 Form 10-K.
In the case of each Named Executive Officer with a benefit determined exclusively under the Personal Retirement Account Formula, the present value of his benefit as of
December 31, 2015 is equal to his Personal Retirement Account balance. Of those Named Executive Officers, only Mr. Kandarian and Mr. Goulart were vested in such benefit as of that date. Vested Personal Retirement Account balances may be
paid in full upon termination of employment at any time.
|
|
|
|
|
|
84
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal
Year-End
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
Name
1
|
|
|
|
|
|
|
|
Plan Name
|
|
|
|
|
|
Executive
Contributions
in Last FY(2)
($)
|
|
|
|
|
|
Registrant
Contributions
in Last FY(3)
($)
|
|
|
|
|
|
Aggregate
Earnings
in Last FY(4)
($)
|
|
|
|
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
|
|
|
|
Aggregate
Balance at
Last FYE(5)
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
6
|
|
|
|
|
|
|
|
Leadership Plan
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ (576,251)
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 6,419,396
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary SIP
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$246,400
|
|
|
|
|
|
$ 35,296
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 1,213,401
|
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
Auxiliary SIP
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 79,237
|
|
|
|
|
|
$ 971
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 140,601
|
|
|
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
|
|
Leadership Plan
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ (4,996)
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 153,559
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary SIP
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 58,900
|
|
|
|
|
|
$ (2,917)
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 391,594
|
|
|
|
|
|
Christopher G.
Townsend
|
|
|
|
|
|
|
|
Mandatory
Provident Fund
|
|
|
|
|
|
$2,318
|
|
|
|
|
|
$ 35,234
|
|
|
|
|
|
$ (794)
|
|
|
|
|
|
$0
|
|
|
|
|
|
|
$ 111,411
|
|
|
|
|
|
William
J.
Wheeler
|
|
|
|
|
|
|
|
Leadership Plan
Auxiliary SIP
|
|
|
|
|
|
$ 0
$ 0
|
|
|
|
|
|
$ 0
$ 90,027
|
|
|
|
|
|
$(1,199,735)
$ 34,399
|
|
|
|
|
|
$0
$0
|
|
|
|
|
|
|
$13,364,960
$ 1,137,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Mr. Lippert did not participate in a nonqualified deferred compensation plan in 2015.
|
2
|
The amount in this column for Mr. Townsend reflects salary payments that were credited as contributions to the Mandatory Provident Fund. These amounts were reported as salary in the Summary Compensation
Table for 2015. No employee contributions are made under the Auxiliary SIP.
|
3
|
Amounts in this column are reported as components of Employer Savings and Investment Program
and Mandatory Provident Fund
Contributions for 2015 in the All Other Compensation column of the
Summary Compensation Table on page 69.
|
4
|
None of the amounts in this column are reported for 2015 in the Summary Compensation Table. See the text pertaining to the Change in Pension Value and Nonqualified Deferred Compensation Earnings
column of that table beginning on page 73.
|
5
|
A portion of the amounts reported in this column is attributable to Employer Savings and Investment Program
and Mandatory Provident Fund
Contributions. These contributions are reflected in the All
Other Compensation column of the Summary Compensation Tables in the Companys previous Proxy Statements (beginning in 2007) for Named Executive Officers who appeared in those Proxy Statements: $940,917 for Mr. Kandarian, $67,875 for
Mr. Hele, $53,567 for Mr. Goulart, $62,475 for Mr. Townsend, and $872,949 for Mr. Wheeler.
|
6
|
The 2014 year-end Auxiliary SIP balance reported for Mr. Kandarian in the Companys 2015 Proxy Statement was $10,001 lower than the accurate amount of $931,705.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
85
|
|
|
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal Year-End
|
Deferred Compensation Program for U.S.-Based Employees
The Companys nonqualified deferred compensation program offers savings opportunities to the U.S.-based Named Executive Officers, as well as hundreds of other
eligible employees.
The program for U.S.-based employees includes the MetLife Leadership Deferred Compensation Plan, or
Leadership Plan
. Under the
Leadership Plan, employees may elect to defer receipt of their base salary and incentive compensation. Income taxation on such compensation is delayed until the employee receives payment. Amounts deferred under the Leadership Plan are subject to the
requirements of Section 409A.
Employees also receive Company contributions under the Auxiliary Savings and Investment Plan. In the table above, the Auxiliary
Savings and Investment Plan is referred to as the
Auxiliary SIP
.
Leadership Plan.
Under the Leadership Plan, Named Executive Officers based in the U.S. may elect to defer receipt of up to 75% of their base salary, all of their AVIP awards, and any Shares deliverable for Performance Share awards. These
deferrals are voluntary contributions of the Named Executive Officers own earnings.
Compensation that would have been made in Shares, but is deferred,
remains deliverable in Shares. This includes Shares deliverable for Performance Shares, Restricted Stock Units, and the Shares deliverable under the Long Term Performance Compensation Plan formerly maintained by the Company. Cash awards under the
Long Term Performance Compensation Plan that were irrevocably deferred in the form of Shares are also delivered in Shares. All other deferred compensation is payable in cash.
Participants may elect to receive compensation they have deferred at a specified date before, upon or after retirement. In addition, participants may elect to receive
payments in a single lump sum or in up to 15 annual installments. However, MetLife pays out the deferred compensation in a single lump sum when the employee leaves MetLife, except under certain circumstances. With respect to compensation that would
otherwise have been paid in 2014 and earlier but is instead deferred, the employees choice of form and timing of payment is
honored if the employee becomes Retirement Eligible or Bridge Eligible. With respect to compensation that would have been paid in 2015 but was instead deferred, the employees choice of form
and timing of payment is honored if the employee has completed five or more years of service or is at least age 60 when employment ends. Payments to the top 50 highest paid officers that are due upon separation from service are delayed for six
months following their separation, in compliance with Section 409A.
The Company offers a number of simulated investments under the Leadership Plan.
Participants may generally choose the simulated investments for their deferred cash compensation at the time they elect to defer compensation, and may change the simulated investment selections for their existing account balances up to six times
each calendar year. The following table reflects the simulated investment returns for 2015 on each of the alternatives offered under the Leadership Plan. The MetLife Deferred Shares Fund is available exclusively for deferred Shares. The MetLife
Common Stock Fund is available for deferred cash compensation. Each of these two funds reflects changes in value of Shares plus the value of imputed reinvested dividends.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simulated Investment
|
|
|
|
|
|
|
|
2015 Returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Fixed Income
Fund
|
|
|
|
|
|
|
|
3.18%
|
|
|
|
|
Lord Abbett Bond Debenture
Fund
|
|
|
|
|
|
|
|
(1.87)%
|
|
|
|
|
Oakmark Fund
|
|
|
|
|
|
|
|
(3.95)%
|
|
|
|
|
Small Cap Equity
Fund
|
|
|
|
|
|
|
|
(4.58)%
|
|
|
|
|
Oakmark International
Fund
|
|
|
|
|
|
|
|
(3.83)%
|
|
|
|
|
S&P 500
©
Index
|
|
|
|
|
|
|
|
1.38%
|
|
|
|
|
Russell 2000
©
Index
|
|
|
|
|
|
|
|
(4.41)%
|
|
|
|
|
MSCI EAFE
©
Index
|
|
|
|
|
|
|
|
(0.81)%
|
|
|
|
|
Barclays U.S. Aggregate Bond
Index
|
|
|
|
|
|
|
|
0.55%
|
|
|
|
|
BofA Merrill Lynch U.S. High Yield
Index
|
|
|
|
|
|
|
|
(4.64)%
|
|
|
|
|
MSCI Emerging Markets
Index
|
|
|
|
|
|
|
|
(14.92)%
|
|
|
|
|
MetLife Deferred Shares
Fund
|
|
|
|
|
|
|
|
(8.24)%
|
|
|
|
|
MetLife Common Stock
Fund
|
|
|
|
|
|
|
|
(8.24)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each simulated investment was available for the entirety of 2015.
|
|
|
|
|
|
86
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal
Year-End
|
|
|
Auxiliary Savings and Investment
Plan.
Eligible U.S.-based Named Executive Officers and other eligible U.S.-based employees who elected to contribute a portion of their eligible compensation under the tax-qualified Savings and Investment Plan
in 2015 received a Company contribution of their eligible compensation in that plan in 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Contribution
(as a percentage of eligible
compensation)
|
|
|
|
|
|
Company Contribution
(as a percentage of eligible
compensation)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3%
|
|
|
|
|
|
3.0%
|
|
|
|
|
4%
|
|
|
|
|
|
3.5%
|
|
|
|
|
5% or more
|
|
|
|
|
|
4.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The employees eligible compensation under the Savings and Investment Plan includes base salary and eligible annual incentive
awards.
The U.S. Internal Revenue Code limits compensation that is eligible for employer contributions under the Savings and Investment Plan. In 2015, the Company
could not make contributions based on compensation over $265,000. Named Executive Officers and other eligible employees who elected to participate in the Savings and Investment Plan during 2015 were credited with a percentage of their eligible
compensation beyond that limit. The Company contribution was determined using the same employee contribution rate as applied under the Savings and Investment Plan. This Company contribution is credited to an account established for the employee
under the nonqualified Auxiliary Savings and Investment Plan.
If the employee makes no election otherwise, Auxiliary Savings and Investment Plan balances are paid
in a lump sum one year after termination of employment. Employees can elect to receive their Auxiliary Savings and Investment Plan balances in up to 15 annual installments and/or may elect to delay their payment, or
the beginning of their annual payments, for up to 10 years after termination of employment.
Amounts in the
Auxiliary Savings and Investment Plan are subject to the requirements of Section 409A. Participants were able to elect the time and form of their payments through 2008, which was within the time period permitted for such elections under
Section 409A. Participants may change the time and form of their payments after 2008, but the election must be made during employment, is not effective until 12 months after it is made, and must delay the start of benefit payments by at least
five years. Payments to the top 50 highest paid officers that are due upon separation from service are delayed for six months following their separation, in compliance with Section 409A.
Employees may choose from a number of simulated investments for their Auxiliary Savings and Investment Plan accounts. These simulated investments were identical to the
core funds offered under the Savings and Investment Plan in 2015, except that the rate set for the fixed income fund available under the Auxiliary Savings and Investment Plan cannot exceed 120% of the applicable federal long term rate under U.S.
Internal Revenue Code Section 1274(d) at the time that rate is set. Employees may change the simulated investments for new Company contributions to their Auxiliary Savings and Investment Plan accounts at any time.
Employees could change the simulated investments for their existing Auxiliary Savings and Investment Plan accounts up to four times a month in 2015. Beginning in 2010,
employees could not allocate more than 10% of their existing Auxiliary Savings and Investment Plan account balances to the MetLife Company Stock Fund (except for any account balance already in the MetLife Company Stock Fund as of January 1,
2010), and could not allocate more than 10% of future contributions to that fund. Fees are charged to employees for moving existing balances out of certain international simulated investments prior to the expiration of pre-established holding
periods.
|
|
|
MetLife 2016 Proxy Statement
|
|
87
|
|
|
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal Year-End
|
The following table reflects the simulated investment returns for 2015 on each of the alternatives offered under the
Auxiliary Savings and Investment Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simulated Investment
|
|
|
|
|
|
|
|
2015 Returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxiliary Fixed Income
Fund
|
|
|
|
|
|
|
|
3.18%
|
|
|
|
|
Bond Index Fund
|
|
|
|
|
|
|
|
0.58%
|
|
|
|
|
Balanced Index
Fund
|
|
|
|
|
|
|
|
1.22%
|
|
|
|
|
Large Cap Equity Index Fund
|
|
|
|
|
|
|
|
1.35%
|
|
|
|
|
Large Cap Value Index
Fund
|
|
|
|
|
|
|
|
(3.94)%
|
|
|
|
|
Large Cap Growth Index Fund
|
|
|
|
|
|
|
|
5.57%
|
|
|
|
|
Mid Cap Equity Index
Fund
|
|
|
|
|
|
|
|
(2.25)%
|
|
|
|
|
Small Cap Equity
Fund
|
|
|
|
|
|
|
|
(4.58)%
|
|
|
|
|
International Equity
Fund
|
|
|
|
|
|
|
|
(1.60)%
|
|
|
|
|
MetLife Company Stock Fund
|
|
|
|
|
|
|
|
(8.43)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The MetLife Company Stock Fund includes a limited proportion of simulated investments in instruments other than Shares.
Each simulated investment was available for the entirety of 2015.
Mandatory
Provident Fund Applicable to Mr. Townsend
Under the Mandatory Provident Fund available to employees in Hong Kong, including Mr. Townsend, eligible
employees must
defer 5% of their salary and other compensation, subject to a monthly limit. The monthly employer contribution is based on the employees years of service: 6% of salary if the employee has
less than five years of service, 8% of salary if the employee has between five and ten years of service, 10% of salary if the employee has between ten and fifteen years of service, and 12% of salary if the employee has fifteen or more years of
service. An employee may make additional, voluntary contributions of between 1% and 5% of monthly salary. If the employee does so, the employer must make additional matching contributions equal to the employees contributions up to 2% of
monthly salary.
The matching contribution vests at 10% per year of completed service and is completely vested at ten years of service. An employee who is
dismissed due to fraud, dishonesty, or gross misconduct (or resigns to avoid such a dismissal) may forfeit the employers voluntary contributions.
Payments of
the employee and mandatory employer contributions are generally made in a single lump sum at age 65 or when the employee leaves employment after age 60. If an employee leaves employment before age 60, the employees mandatory contributions, and
the mandatory contributions the employer made to match those contributions, generally remain in the program and may be transferred to another employers Mandatory Provident Fund. When an employee leaves employment, regardless of age, the
employee receives the employees voluntary contributions and the vested voluntary contributions the employer made to match those contributions.
|
|
|
|
|
|
88
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Nonqualified Deferred Compensation at 2015 Fiscal
Year-End
|
|
|
The program offers a number of funds from among which participants may choose to invest some or all of their accounts.
Participants may generally change the investments for their new contributions at any time. The following table reflects the investment returns for 2015 on each of the funds offered under the program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constituent Fund
|
|
|
|
|
|
|
|
2015
Returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manulife MPF Japan Equity Fund
|
|
|
|
|
|
|
|
12.80%
|
|
|
|
|
Manulife MPF North American Equity
Fund
|
|
|
|
|
|
|
|
4.52%
|
|
|
|
|
Manulife MPF Healthcare Fund
|
|
|
|
|
|
|
|
2.05%
|
|
|
|
|
Manulife MPF International Equity Fund
|
|
|
|
|
|
|
|
1.70%
|
|
|
|
|
Manulife MPF Hong Kong Bond Fund
|
|
|
|
|
|
|
|
1.62%
|
|
|
|
|
Manulife MPF Conservative Fund
|
|
|
|
|
|
|
|
0.05%
|
|
|
|
|
Manulife MPF Stable Fund
|
|
|
|
|
|
|
|
(0.08)%
|
|
|
|
|
Manulife MPF European Equity Fund
|
|
|
|
|
|
|
|
(0.42)%
|
|
|
|
|
Manulife MPF 2035 Retirement
Fund
|
|
|
|
|
|
|
|
(1.17)%
|
|
|
|
|
Manulife MPF 2025 Retirement
Fund
|
|
|
|
|
|
|
|
(1.18)%
|
|
|
|
|
Manulife MPF 2020 Retirement
Fund
|
|
|
|
|
|
|
|
(1.22)%
|
|
|
|
|
Manulife MPF 2030 Retirement
Fund
|
|
|
|
|
|
|
|
(1.27)%
|
|
|
|
|
Manulife MPF 2045 Retirement
Fund
|
|
|
|
|
|
|
|
(1.29)%
|
|
|
|
|
Manulife MPF 2040 Retirement
Fund
|
|
|
|
|
|
|
|
(1.30)%
|
|
|
|
|
Manulife MPF Aggressive
Fund
|
|
|
|
|
|
|
|
(1.58)%
|
|
|
|
|
Manulife MPF Growth
Fund
|
|
|
|
|
|
|
|
(1.88)%
|
|
|
|
|
Manulife MPF 2015 Retirement
Fund
|
|
|
|
|
|
|
|
(2.04)%
|
|
|
|
|
Manulife MPF Fidelity Growth
Fund
|
|
|
|
|
|
|
|
(2.36)%
|
|
|
|
|
Manulife MPF International Bond Fund
|
|
|
|
|
|
|
|
(2.63)%
|
|
|
|
|
Manulife MPF Fidelity Stable Growth
Fund
|
|
|
|
|
|
|
|
(3.07)%
|
|
|
|
|
Manulife MPF Pacific Asia Bond
Fund
|
|
|
|
|
|
|
|
(3.18)%
|
|
|
|
|
Manulife MPF China Value
Fund
|
|
|
|
|
|
|
|
(3.30)%
|
|
|
|
|
Manulife MPF RMB Bond
Fund
|
|
|
|
|
|
|
|
(3.30)%
|
|
|
|
|
Manulife MPF Hang Seng Index Tracking
Fund
|
|
|
|
|
|
|
|
(5.01)%
|
|
|
|
|
Manulife MPF Hong Kong Equity Fund
|
|
|
|
|
|
|
|
(7.28)%
|
|
|
|
|
Manulife MPF Pacific Asia Equity Fund
|
|
|
|
|
|
|
|
(7.74)%
|
|
|
Each investment was available for the entirety of 2015.
|
|
|
MetLife 2016 Proxy Statement
|
|
89
|
|
|
|
|
|
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End
|
Potential Payments upon Termination or
Change-in-Control at 2015 Fiscal Year-End
The following table reflects estimated additional payments or benefits that would have been earned or accrued,
or that would have vested or been delivered or paid out earlier than normal, had any Named Executive Officer (aside from Mr. Wheeler) been terminated from employment or had a change-in-control of the Company occurred on the last business day of
2015 (the
Trigger Date
), and using the closing price of a Share on that date as applicable. The table reflects hypothetical payments and benefits. None of the payments or benefits has actually been made.
The table and accompanying discussion also do not include payments or benefits under arrangements available on the same basis generally to all salaried employees in the
jurisdiction in which the Named Executive Officer is employed. The Named Executive Officers pension benefits and nonqualified deferred compensation are described in the tables entitled Pension Benefits at 2015 Fiscal Year-End on
page 82 and Nonqualified Deferred Compensation at 2015 Fiscal Year-End on page 85, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
Resignation
|
|
|
|
|
|
Death
|
|
|
|
|
|
Severance-Eligible Termination
(No Change-in-Control)
|
|
|
|
|
|
Change-in-Control
(Assuming No
Alternative Award)
|
|
|
|
|
|
Change-in-Control
Severance Eligible
Termination
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
Stock
Options
|
|
|
|
|
|
Delivery
of Shares (or
Cash
Equivalent)
for Share
Awards
|
|
|
|
|
|
Severance
Pay
|
|
|
|
|
|
Outplace-
ment
|
|
|
|
|
|
Pro-Rata
Delivery
of Shares (or
Payment of
Cash
Equivalent)
for Share
Awards
|
|
|
|
|
|
Accelerated
Stock
Options
|
|
|
|
|
|
Delivery
of Shares (or
Payment of
Cash
Equivalent)
for Share
Awards
|
|
|
|
|
|
Severance
Pay
|
|
|
|
|
|
Benefits
Continuation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
|
|
$0
|
|
|
|
|
|
$809,090
|
|
|
|
|
|
$13,602,211
|
|
|
|
|
|
$1,059,616
|
|
|
|
|
|
$16,250
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$809,090
|
|
|
|
|
|
$13,602,211
|
|
|
|
|
|
$8,798,197
|
|
|
|
|
|
$206,668
|
|
|
|
|
John C. R.
Hele
|
|
|
|
|
|
|
|
$0
|
|
|
|
|
|
$ 80,914
|
|
|
|
|
|
$ 3,943,771
|
|
|
|
|
|
$ 432,212
|
|
|
|
|
|
$16,250
|
|
|
|
|
|
$1,409,500
|
|
|
|
|
|
$ 80,914
|
|
|
|
|
|
$ 3,943,771
|
|
|
|
|
|
$4,816,667
|
|
|
|
|
|
$140,195
|
|
|
|
|
Martin J.
Lippert
|
|
|
|
|
|
|
|
$0
|
|
|
|
|
|
$242,730
|
|
|
|
|
|
$ 3,798,948
|
|
|
|
|
|
$ 430,769
|
|
|
|
|
|
$16,250
|
|
|
|
|
|
$1,292,200
|
|
|
|
|
|
$242,730
|
|
|
|
|
|
$ 3,798,948
|
|
|
|
|
|
$2,921,730
|
|
|
|
|
|
$118,706
|
|
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
|
|
$0
|
|
|
|
|
|
$161,829
|
|
|
|
|
|
$ 2,630,530
|
|
|
|
|
|
$ 462,500
|
|
|
|
|
|
$16,250
|
|
|
|
|
|
$ 539,000
|
|
|
|
|
|
$161,829
|
|
|
|
|
|
$ 2,630,530
|
|
|
|
|
|
$2,662,833
|
|
|
|
|
|
$ 86,910
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
|
|
$0
|
|
|
|
|
|
$131,484
|
|
|
|
|
|
$ 2,248,225
|
|
|
|
|
|
$ 357,692
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
$ 772,000
|
|
|
|
|
|
$131,484
|
|
|
|
|
|
$ 2,248,225
|
|
|
|
|
|
$2,664,646
|
|
|
|
|
|
$ 80,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Resignation
None of
the Named Executive Officers has a preferential arrangement that calls for any severance pay in connection with a voluntary resignation from employment prior to a change-in-control. Nor in such a case would any additional preferential payments or
benefits have been earned or accrued, or have vested or been delivered or paid out earlier than normal, in favor of any Named Executive Officer. Mr. Townsend would receive payments determined on the same basis as applies to all other employees
in Hong Kong.
A Named Executive Officer who had resigned but was Retirement Eligible (for awards granted in 2014 or earlier) or met the
Rule of 65 (for awards granted in 2015) as of the Trigger Date would have continued to receive the benefit of the executives existing stock-based awards, unless the executive had been involuntarily terminated for cause. For this purpose,
cause is defined as engaging in a serious infraction of Company policy, theft of Company property or services or other dishonest conduct, conduct otherwise injurious to the interests of the Company, or demonstrated unacceptable lateness
or absenteeism. The Company would have delivered Shares for
|
|
|
|
|
|
90
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal
Year-End
|
|
|
each of the executives Performance Shares, or paid cash for each of the executives Performance Units, after the conclusion of the performance period, and would have delivered Shares
or paid cash for the executives Restricted Stock Units and Restricted Units after the conclusion of the restriction period, and all of the executives unexercised Stock Options and Unit Options would have continued to vest and remain
exercisable for the remainder of their full ten-year term. The executive would also have been eligible for an annual cash incentive award for 2015, at the discretion of the Compensation Committee. These terms apply to all employees who meet the age
and service qualifications to become Retirement Eligible and have received such awards. See the table entitled Outstanding Equity Awards at 2015 Fiscal Year-End on page 77 for details on the Performance Shares and Stock Options. Of
the Named Executive Officers, only Mr. Kandarian was Retirement Eligible as of the Trigger Date, and only Mr. Kandarian and Mr. Goulart met the Rule of 65 as of the Trigger Date.
Any other Named Executive Officer who had resigned on the Trigger Date would nevertheless have received any 2013-2015 Performance Shares previously granted to him,
because these awards vested on December 31, 2015. The executive would have had 30 days from the Trigger Date to exercise any Stock Options that had vested as of the Trigger Date. Such a Named Executive Officer would have forfeited all other
outstanding stock-based compensation awards.
Under the terms of Mr. Townsends employment offer letter, the Company could have imposed a
Garden
Leave
on Mr. Townsend as of the Trigger Date. During such a period, which could not have exceeded three months, Mr. Townsend would have been excluded from working for the Company and would have been prohibited from working for any
third party and from competing with the Company. The Company would have had to continue paying Mr. Townsend his compensation during the Garden Leave. Had the Company exercised its right to impose a three month Garden Leave on Mr. Townsend as of
the Trigger Date, Mr. Townsends salary and housing allowance payments would have cost the equivalent of $178,711.
Death
In the unlikely event that a Named Executive Officer had died on the Trigger Date, that executives stock-based awards would have vested and Shares would have
become immediately deliverable, or cash become immediately payable. The Company
would have delivered Shares for the executives unvested Performance Shares, or paid cash for the executives Performance Units, using 100% of Performance Shares granted (
Target
Performance
), and would have delivered Shares or paid cash for the executives unvested Restricted Stock Units and/or Restricted Units. All of the executives Stock Options would have become immediately exercisable. These terms apply
to all employees of the Company who have been granted such awards. The Share delivery or cash payment for stock-based awards reflected in the table above was calculated using the closing price of Shares on the Trigger Date (the
Trigger Date
Closing Price
).
Severance-Eligible Termination
(No
Change-in-Control)
None of the Named Executive Officers has an employment agreement or other arrangement that calls for any severance pay in connection with a
termination of employment for cause. If one of these Named Executive Officers had been terminated for cause, the executives unvested Performance Shares, Performance Units, and Restricted Stock Units, and all of the executives Stock
Options, would have been forfeited and the executive would have received no annual award for 2015 performance. For the definition of cause for this purpose, see above under Voluntary Resignation.
Had such a Named Executive Officer been terminated from employment due to job elimination without a change-in-control having occurred, the executive would have been
eligible for severance pay under a severance program for all officer-level employees (or, in Mr. Townsends case, equivalent terms promised to him in his employment offer letter). The severance pay would have been equal to 28 weeks base
salary plus one week for every year of service, up to 52 weeks base salary. In order to receive any severance pay, the executive would have had to enter into a separation agreement that would have included a release of employment-related claims
against the Company (a
Separation Agreement
). Each executive would also have been entitled to outplacement services. The cost of these payments and services is reflected in the table above.
If such a Named Executive Officers termination had been due to performance, the amount of severance pay would have been one-half of what it would have been in the
case of job elimination.
|
|
|
MetLife 2016 Proxy Statement
|
|
91
|
|
|
|
|
|
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End
|
An employee who would have been Bridge Eligible had the employee been involuntarily terminated with severance pay on the
Trigger Date would have received the benefit of all stock-based awards made in 2005 through 2014 on the same basis as those who were Retirement Eligible. In order to be Bridge Eligible, an employee must enter into a Separation Agreement. None of the
Named Executive Officers had the requisite age and service to qualify for Bridge Eligibility as of the Trigger Date.
Any of the Named Executive Officers whose
employment was terminated with severance pay and who was not Retirement Eligible, had not met the Rule of 65, and was not Bridge Eligible as of the Trigger Date would have had 30 days from the Trigger Date to exercise any Stock Options that had
vested as of the Trigger Date. Such a Named Executive Officer would have received Shares (or cash equivalent) for his 2013-2015 Performance Shares and Performance Units, because these awards vested at the end of the performance period on
December 31, 2015. Such a Named Executive Officer would also have been offered pro rata cash payments in consideration of any
2014-2016
and 2015-2017 Performance Shares and Performance Units, contingent
on a Separation Agreement. The amount of payment for these Performance Shares and Performance Units would have been determined using the amount of time that had passed in the performance period through the date of the termination of employment,
the number of Performance Shares or Performance Units granted, the lesser of the performance factor ultimately determined for that three-year performance period or target performance (100%), and the lesser of the closing price of Shares on the date
of grant and the closing price of Shares on the date the Compensation Committee determined the performance factor for that performance period. Such payments would not have been made until after the end of the applicable performance period.
The estimated cost of these pro rata payments for each Named Executive Officer is reflected in the table above, using the closing price of Shares on the date of grant
and a hypothetical 100% performance factor.
Change-in-Control (Assuming No Alternative Award)
The Companys definition of change-in-control is: any person acquires beneficial ownership of 25% or more of MetLifes voting securities (for this purpose,
persons include any group under Rule 13d-5(b) under the Exchange Act, not including MetLife, any affiliate of MetLife, any Company employee benefit
plan, or the MetLife Policyholder Trust); a change in the majority of the membership of MetLifes Board of Directors (other than any director nominated or elected by other directors) occurs
within any 24-month period; or a completed transaction after which the previous shareholders of MetLife do not own the majority of the voting shares in the resulting company, or do not own the majority of the voting shares in each company that holds
more than 25% of the assets of MetLife prior to the transaction.
Had a change-in-control occurred on the Trigger Date, the Company could have chosen to substitute
an award with at least the same value and at least equivalent material terms that complies with Section 409A (an
Alternative Award
), rather than accelerate the vesting of, and deliver Shares or pay cash for, the existing stock-based
award. Otherwise, the Company would have delivered Shares for the executives unvested Performance Shares, or paid cash for the executives unvested Performance Units, using Target Performance and the change-in-control price of Shares, and
would have delivered Shares or paid cash for the executives unvested Restricted Stock Units and Restricted Units using the change-in-control price of Shares. The Company would have made delivery or payment within 30 days after the
change-in-control, except that if the event did not qualify as a change-in-control as defined in Section 409A, then delivery or payment would have been made following the end of the three-year performance period originally applicable to the
Performance Shares or Performance Units, or following the end of the restriction period applicable to the Restricted Stock Units or Restricted Units.
In addition,
if no Alternative Award had been made, each executives unvested Stock Options would have become immediately exercisable, and the Compensation Committee could have chosen to cancel each option in exchange for a cash payment equal to the
difference between the exercise price of the Stock Option or Unit Option and the change-in-control price.
The estimated cost of these payments and benefits
(assuming no Alternative Award) is reflected in the table above. The payment related to unvested stock-based awards was calculated using the Trigger Date Closing Price.
Change-in-Control Severance-Eligible Termination
In addition to being
eligible to receive the payments described above under Change-in-Control, each of the Named Executive
|
|
|
|
|
|
92
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal
Year-End
|
|
|
Officers is eligible to participate in the Executive Severance Plan. Under this plan, had a change-in-control occurred on the Trigger Date, and had such a Named Executive Officers terms and
conditions of employment during the three-year period beginning with the Trigger Date (
Employment Period
) not satisfied specified standards, the Named Executive Officer could have terminated employment and received severance pay and related
benefits. These standards include:
|
|
base pay no lower than the level paid before the change-in-control;
|
|
|
annual bonus opportunities at least as high as other Company executives;
|
|
|
participation in all long-term incentive compensation programs for key executives at a level at least as high as for other executives of the Company of comparable rank;
|
|
|
aggregate annual bonus and long-term compensation awards at least equal to the aggregate value of such awards for any of the three years prior to the change-in-control;
|
|
|
a pro rata annual bonus for any fiscal year that extends beyond the end of the three-year period at least equal to the same pro rata portion of any of the three annual bonuses granted prior to the change-in-control;
|
|
|
participation in all Company pension, deferred compensation, savings, and other benefit plans at the same level as or better than those made available to other similarly-situated officers;
|
|
|
vacation, indemnification, fringe benefits, and reimbursement of expenses on the same basis as other similarly-situated officers; and
|
|
|
a work location at the same office as the executive had immediately prior to the change-in-control, or within 50 miles of that location.
|
In addition, if the Company had terminated a Named Executive Officers employment without cause during the Employment Period, the executive would have received
severance pay and related benefits. For these purposes, cause is defined as the executives conviction or plea of
nolo contendere
to a felony, dishonesty or gross misconduct which results or is intended to result in material damage to
the Companys business or reputation, or repeated, material, willful and deliberate violations by the executive of the executives obligations.
Had a Named Executive Officer listed in the table above qualified for severance pay as of the Trigger Date, the amount
would have been two times the sum of the executives annual salary rate plus the average of the executives annual incentive awards for the three fiscal years prior to the change-in-control. If the executive would have received a greater
net after-tax benefit by reducing the amount of severance pay below the U.S. Internal Revenue Codes change-in-control excise tax threshold, the severance pay would have been reduced to an amount low enough to avoid that excise tax.
The executives related benefits would have included up to three years continuation of existing medical, dental, and long-term disability plan benefits.
The estimated cost of these payments and benefits is reflected in the table above, using the Trigger Date Closing Price and the actuarial present value of continuation
of benefits using the same assumptions or principles that are used by the Company for financial reporting purposes under GAAP.
If severance pay and related
benefits had become due because the executive voluntarily terminated employment because the Company failed to provide the terms and conditions specified above during the Employment Period, payment would have been delayed for six months in order to
comply with Section 409A.
Separation Arrangements for Mr. Wheeler
Mr. Wheeler entered into a separation agreement with a Company affiliate effective August 7, 2015, and his employment ended on August 31, 2015. Under the agreement, Mr.
Wheeler resigned from all his duties and roles with the Company and its affiliates and granted them a general release and a mutual non-disparagement covenant. This agreement also provided that Mr. Wheelers agreement with the Company to protect
corporate property would continue in effect for 18 months after the end of his employment. Among other things, the agreement to protect corporate property restricts Mr. Wheeler from soliciting Company employees to leave the Company or interfering
with Company business relationships.
The agreement provided for Mr. Wheeler to receive $2,004,006, in part under the standard severance pay arrangements for
officer-level employees, and in part reflecting payment of his 2015 annual incentive compensation opportunity pro-rated for
|
|
|
MetLife 2016 Proxy Statement
|
|
93
|
|
|
|
|
|
Potential Payments upon Termination or Change-in-Control at 2015 Fiscal Year-End
|
the period of his employment in 2015. Based on his age and service under MetLifes standard benefit arrangements, Mr. Wheeler qualified for an eligibility enhancement that deemed him to
be retirement-eligible and therefore entitled to receive retiree medical benefits under employee benefit plans. However, Mr. Wheeler will not receive additional pension or other benefits by virtue of the agreement and will be entitled to receive his
Traditional Formula pension benefits (determined using the same formula that applies to all similarly-situated
employees) only upon reaching age 55. By virtue of being deemed retirement eligible, Mr. Wheeler will also continue to receive Shares for his outstanding Performance Shares and Restricted
Stock Units after they vest, and will continue to be able to exercise his Stock Options though the ends of their terms, subject to his refraining from disparaging the Company and from competing with the Company through any engagement with Prudential
Financial, Inc. or its affiliates until all of those incentive awards have vested.
|
|
|
|
|
|
94
|
|
|
MetLife 2016 Proxy
Statement
|
OTHER INFORMATION
Security Ownership of Directors and Executive Officers
The accompanying table shows the number of MetLife equity securities beneficially owned by each of the Directors and Named Executive Officers of MetLife and all the
Directors and Executive Officers, as a group. Other than as disclosed in notes (7) and (8) below, information reported in this table is given as of April 19, 2016.
Securities beneficially owned include, to the extent applicable to a Director, Named Executive Officer or Executive Officer:
|
|
securities held in each individuals name;
|
|
|
securities held by a broker for the benefit of the individual;
|
|
|
securities which the individual could acquire within 60 days (as described in notes (3) and (4) below);
|
|
|
securities held indirectly in the Savings and Investment Plan; and
|
|
|
other securities for which the individual may directly or indirectly have or share voting power or investment power (including the power to direct the disposition of the securities).
|
As of April 19, 2016, none of the Directors or Executive Officers of the Company beneficially owned the Companys Floating Rate Non-Cumulative Preferred
Stock, Series A, or 5.25% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C.
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
Common
Stock
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Amount and
Nature of
Beneficial
Ownership
(1)(2)(3)(4)
|
|
|
|
|
|
|
Percent of
Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A.
Kandarian
|
|
|
|
|
|
|
|
|
1,375,161
|
|
|
|
|
|
|
*
|
|
|
|
|
Steven J. Goulart
|
|
|
|
|
|
|
|
|
253,148
|
|
|
|
|
|
|
*
|
|
|
|
|
Cheryl W.
Grisé
|
|
|
|
|
|
|
|
|
13,679
|
|
|
|
|
|
|
*
|
|
|
|
|
Carlos M.
Gutierrez
|
|
|
|
|
|
|
|
|
8,928
|
|
|
|
|
|
|
*
|
|
|
|
|
John C. R.
Hele
|
|
|
|
|
|
|
|
|
192,421
|
|
|
|
|
|
|
*
|
|
|
|
|
R. Glenn
Hubbard
|
|
|
|
|
|
|
|
|
36,473
|
|
|
|
|
|
|
*
|
|
|
|
|
Alfred F.
Kelly, Jr.
|
|
|
|
|
|
|
|
|
13,512
|
|
|
|
|
|
|
*
|
|
|
|
|
Edward J.
Kelly, III
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
*
|
|
|
|
|
William E.
Kennard
|
|
|
|
|
|
|
|
|
6,961
|
|
|
|
|
|
|
*
|
|
|
|
|
James M.
Kilts
5
|
|
|
|
|
|
|
|
|
7,661
|
|
|
|
|
|
|
*
|
|
|
|
|
Catherine
R. Kinney
|
|
|
|
|
|
|
|
|
29,801
|
|
|
|
|
|
|
*
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
|
|
|
211,494
|
|
|
|
|
|
|
*
|
|
|
|
|
Denise M.
Morrison
|
|
|
|
|
|
|
|
|
5,487
|
|
|
|
|
|
|
*
|
|
|
|
|
Kenton J.
Sicchitano
|
|
|
|
|
|
|
|
|
25,222
|
|
|
|
|
|
|
*
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
|
|
|
96,690
|
|
|
|
|
|
|
*
|
|
|
|
|
Lulu C. Wang
|
|
|
|
|
|
|
|
|
23,789
|
|
|
|
|
|
|
*
|
|
|
|
|
William J. Wheeler
6,7
|
|
|
|
|
|
|
|
|
868,507
|
|
|
|
|
|
|
*
|
|
|
|
|
Board of Directors of MetLife, but not in each Directors individual capacity
8
|
|
|
|
|
|
|
|
|
170,131,613
|
|
|
|
|
|
|
15.5%
|
|
|
|
|
All
Directors and Executive Officers, as a group
9
|
|
|
|
|
|
|
|
|
2,955,724
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Number of Shares represents less than one percent of the number of Shares outstanding at April 19, 2016.
|
1
|
Each Director and Named Executive Officer has sole voting and investment power over the Shares shown in this column opposite his or her name, except as indicated in notes (2), (3), (4) and (6) below.
|
2
|
Includes, in the case of each of William E. Kennard (as of April 19, 2016) and William J. Wheeler (as of August 7, 2015, the effective date of Mr. Wheelers resignation from his Executive Officer position with
the Company), ten Shares held by the MetLife Policyholder Trust allocated to him in his individual capacity as a beneficiary of the MetLife Policyholder Trust. Directors and Executive Officers as of April 19, 2016, as a group, were allocated
ten Shares as beneficiaries of the MetLife Policyholder Trust in their individual capacities. The beneficiaries have sole investment power and shared voting power with respect to such Shares. Note (8) below describes additional beneficial
ownership attributed to the Board of Directors as an entity, but not to any Director in an individual capacity, of Shares held by the MetLife Policyholder Trust. Mr. Wheeler was not an Executive Officer as of April 19, 2016 and Shares
allocated to him as a beneficiary of the MetLife Policyholder Trust are, therefore, not included in the number of Shares allocated to Directors and Executive Officers, as a group.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
95
|
|
|
|
|
|
Security Ownership of Directors and Executive Officers
|
3
|
Includes Shares that are subject to Stock Options which were granted under the MetLife, Inc. 2005 Stock and Incentive Plan and the 2015 Stock and Incentive Plan and are exercisable within 60 days of April 19, 2016
(within 60 days of August 7, 2015 in the case of Mr. Wheeler, the effective date of his resignation from his Executive Officer position with the Company). The number of such Stock Options held by each Named Executive Officer is shown in the
following table:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number
of
Options
Exercisable
within 60 Days
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number of
Options
Exercisable
within 60 Days
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number of
Options
Exercisable
within 60 Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
|
|
1,169,855
|
|
|
|
|
|
John C. R. Hele
|
|
|
|
|
|
|
|
158,153
|
|
|
|
|
|
Christopher G. Townsend
|
|
|
|
|
|
|
|
96,690
|
|
|
|
|
Steven J.
Goulart
|
|
|
|
|
|
|
|
202,789
|
|
|
|
|
|
Martin J. Lippert
|
|
|
|
|
|
|
|
162,975
|
|
|
|
|
|
William J. Wheeler
|
|
|
|
|
|
|
|
804,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Executive Officers as of April 19, 2016, as a group, held 2,308,684 Stock Options exercisable within 60 days of April 19, 2016. Mr. Wheeler was not an Executive Officer as of April 19, 2016 and,
therefore, his Stock Options are not included in this amount. None of the Directors, except for Mr. Kandarian, held any Stock Options as of April 19, 2016.
|
4
|
Includes Shares deferred under the Companys nonqualified deferred compensation program (
Deferred Shares
) that the Director or Named Executive Officer could acquire within 60 days of April 19, 2016,
such as by ending employment or service as a Director, or by taking early distribution of the Shares (in some cases with a 10% reduction as provided under the applicable deferred compensation plan). The number of such Deferred Shares held by
individual Directors and Named Executive Officers is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number
of
Deferred Shares
That Can
Be Acquired
within 60 Days
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number of
Deferred Shares
That Can
Be Acquired
within 60 Days
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Number of
Deferred Shares
That Can
Be Acquired
within 60 Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl W.
Grisé
|
|
|
|
|
|
|
|
8,971
|
|
|
|
|
|
William E. Kennard
|
|
|
|
|
|
|
|
6,951
|
|
|
|
|
|
Catherine R. Kinney
|
|
|
|
|
|
|
|
15,949
|
|
|
|
|
R. Glenn Hubbard
|
|
|
|
|
|
|
|
28,695
|
|
|
|
|
|
James M. Kilts
|
|
|
|
|
|
|
|
7,147
|
|
|
|
|
|
Kenton J. Sicchitano
|
|
|
|
|
|
|
|
884
|
|
|
|
|
Alfred F. Kelly, Jr.
|
|
|
|
|
|
|
|
4,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of Deferred Shares reflected in the table immediately above does not include Deferred Shares to the extent the Company would delay delivery of Shares in order to comply with Section 409A. All Directors
and Executive Officers as of April 19, 2016, as a group, held 76,680 Deferred Shares that could be acquired within 60 days of April 19, 2016.
|
5
|
Includes 236 Shares held by a limited partnership in which Mr. Kilts and members of his family hold indirect interests.
|
6
|
Includes, as of August 7, 2015, 40 Shares as to which Mr. Wheeler disclaims beneficial ownership.
|
7
|
Mr. Wheeler resigned his Executive Officer position with the Company effective as of August 7, 2015. Information reported in this table and the notes hereto with respect to Mr. Wheeler is given as of such date and
excludes any transactions that may have occurred after such date.
|
8
|
This information is given as of February 22, 2016. The Board of Directors of MetLife, as an entity, but not any Director in
his or her individual capacity, is deemed to beneficially own the Shares held by the MetLife Policyholder Trust because the Board will direct the
|
|
|
|
|
|
|
96
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Security Ownership of Directors and Executive
Officers
|
|
|
|
voting of those Shares on certain matters submitted to a vote of shareholders. This number of Shares deemed owned by the Board of Directors is reflected in Amendment No. 64 to Schedule 13D
referred to below under the heading Security Ownership of Certain Beneficial Owners on page 98.
|
9
|
Does not include Shares held by the MetLife Policyholder Trust that are beneficially owned by the Board of Directors, as an entity, as described in note (8). Also does not include the Shares of Mr. Wheeler, as described
in note (7). Includes the Shares in the MetLife Policyholder Trust allocated to the Directors and Executive Officers in their individual capacities, as described in note (2). Includes 2,308,684 Shares that are subject to Stock Options that are
exercisable, and 76,680 Deferred Shares that could be acquired, within 60 days of April 19, 2016, by all Directors and Executive Officers of the Company, as a group, as described in notes (3) and (4), respectively.
|
Deferred Shares Not Beneficially Owned and Deferred Share Equivalents
The following table presents additional items that align the Directors and Named Executive Officers interests with the interests of the Companys
shareholders because their values depend on the price of Shares, but do not represent beneficial ownership of Shares. Deferred Shares that could not be acquired within 60 days of April 19, 2016 are not considered beneficially owned. Deferred
cash compensation or auxiliary benefits measured in Share value (
Deferred Share Equivalents
) are not deemed to be Shares beneficially owned because their payment is not made in Shares. Exercisable Unit Options, which are cash-payable stock
appreciation rights based on Shares, are not deemed to be Shares beneficially owned because their payout is not made in Shares. The following table sets forth information on Deferred Shares that could not be acquired within 60 days and Deferred
Share Equivalents, as of April 19, 2016, for Directors and Named Executive Officers serving as Executive Officers as of April 19, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
Deferred Shares
Not Beneficially Owned
and/or Deferred Share Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
|
|
|
|
|
134,292
|
|
|
|
|
Cheryl W.
Grisé
|
|
|
|
|
|
|
|
24,758
|
|
|
|
|
R. Glenn Hubbard
|
|
|
|
|
|
|
|
12,345
|
|
|
|
|
Alfred F. Kelly,
Jr.
|
|
|
|
|
|
|
|
18,131
|
|
|
|
|
Edward J. Kelly, III
|
|
|
|
|
|
|
|
3,080
|
|
|
|
|
James M. Kilts
|
|
|
|
|
|
|
|
36,595
|
|
|
|
|
Kenton J. Sicchitano
|
|
|
|
|
|
|
|
1,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Companys Directors, certain officers of the Company, and beneficial owners of more than 10% of
the Shares to file with the SEC initial reports of ownership and reports of changes in ownership of Shares and other equity securities of the Company. Based solely upon a review of the filings furnished to the Company during 2015 or written
representations that no Form 5 was required, the Company believes that all filings required to be made by reporting persons were timely made in accordance with the requirements of the Exchange Act.
|
|
|
MetLife 2016 Proxy Statement
|
|
97
|
|
|
|
|
|
Security Ownership of Certain Beneficial Owners
|
Security Ownership of Certain Beneficial Owners
The following persons have reported to the SEC beneficial ownership of more than 5% of the Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner
|
|
|
|
|
|
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
|
|
|
|
Percent of
Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficiaries of the MetLife
Policyholder Trust
1
c/o Wilmington Trust
Company, as Trustee, Rodney Square North, 1100 North Market Street Wilmington, DE 19890
|
|
|
|
|
|
|
|
170,131,613
|
|
|
|
|
|
15.5%
|
|
|
|
|
BlackRock, Inc.
2
55 East 52nd Street
New York, NY 10055
|
|
|
|
|
|
|
|
67,424,081
|
|
|
|
|
|
6.1%
|
|
|
|
|
The Vanguard Group
3
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
|
|
|
|
|
57,307,439
|
|
|
|
|
|
5.15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The Board of Directors of the Company has reported to the SEC that, as of February 22, 2016, it, as an entity, had shared voting power over 170,131,613 Shares held in the MetLife Policyholder Trust. The
Boards report is in Amendment No. 64, filed on February 25, 2016, to the Boards Schedule 13D. MetLife created the trust when MLIC, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock
insurance company in April 2000. At that time, eligible MLIC policyholders received beneficial ownership of Shares, and MetLife transferred these Shares to a trust, which is the record owner of the Shares. Wilmington Trust Company serves as trustee.
The trust beneficiaries have sole investment power over the Shares, and can direct the trustee to vote their Shares on matters identified in the trust agreement that governs the trust. However, the trust agreement directs the trustee to vote the
Shares held in the trust on some shareholder matters as recommended or directed by MetLifes Board of Directors and, on that account, the Board, under SEC rules, shares voting power with the trust beneficiaries and the SEC has considered the
Board, as an entity, a beneficial owner under the rules.
|
2
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2016 by BlackRock, Inc., which reported beneficial ownership as of December 31, 2015 of 67,424,081 Shares,
constituting 6.1% of the Shares, with sole voting power with respect to 57,108,345 of the Shares, sole dispositive power with respect to 67,381,224 of the Shares, shared voting power with respect to 42,857 of the Shares, and shared dispositive power
with respect to 42,857 of the Shares.
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3
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This information is based solely on a Schedule 13G filed with the SEC on February 10, 2016 by The Vanguard Group, which reported beneficial ownership as of December 31, 2015 of 57,307,439 Shares,
constituting 5.15% of the Shares, with sole voting power with respect to 1,978,061 of the Shares, sole dispositive power with respect to 55,225,620 of the Shares, shared voting power with respect to 95,300 of the Shares, and shared dispositive power
with respect to 2,081,819 of the Shares.
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MetLife 2016 Proxy
Statement
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Information About the Annual Meeting, Proxy Voting, and Other
Information
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Information About the Annual Meeting, Proxy Voting, and Other
Information
The Board is not aware of any matters to be presented for a vote at the Annual Meeting other than those described in this Proxy Statement.
If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders designated on the proxy card.
Accessing your proxy materials
MetLife is using notice and
access procedures to distribute its proxy materials to its shareholders. MetLife is mailing a Notice of Internet Availability of Proxy Materials (
Notice
) to shareholders. Shareholders who received the Notice may access the proxy
materials over the Internet or receive a paper copy of the materials by mail or an e-mail copy, on request. The Notice includes instructions on how to access the materials over the Internet, and how to request a paper or e-mail copy. The Notice
further provides instructions on how shareholders may elect to receive proxy materials in the future in printed form or by electronic mail.
Some of our
shareholders, including shareholders who previously asked to receive paper copies of the proxy materials, will receive paper copies of the proxy materials.
Electronic delivery of the proxy statement and annual report to shareholders
If you are a shareholder of record, you may choose to receive future proxy statements and annual reports to shareholders electronically by consenting to electronic
delivery online at: www.computershare.com/metlife. If you choose to receive your proxy materials electronically, your choice will remain in effect until you notify MetLife that you wish to discontinue electronic delivery of these documents. You may
provide your notice to MetLife via the Internet at www.computershare.com/metlife.
If you hold your Shares in street name in a stock brokerage account or at a bank
or other nominee, refer to the information provided by that entity for instructions on how to elect this option.
Attending the Annual Meeting
MetLife shareholders of record or their duly appointed proxies are entitled to attend the Annual Meeting.
Holders of record.
If you are
a MetLife shareholder of record and wish to attend the meeting, please so indicate on the proxy card (if you received printed copies of the proxy materials) or as prompted by the telephone or Internet voting systems and an admittance card will be
sent to you. On the day of the meeting, please bring your admittance card, together with photo identification such as a drivers license, which you will be asked to present to gain entrance to the meeting at 1095 Avenue of the Americas,
New York, New York.
Holders in street name.
Beneficial
owners whose Shares are held in street name in a stock brokerage account or by a bank or other nominee also are entitled to attend the meeting. However, because the Company may not have evidence that you are a beneficial owner, you will need to
bring proof of your ownership, together with photo identification such as a drivers license, to be admitted to the meeting. A recent statement or letter from the record owner (your bank, broker or other nominee) confirming your beneficial
ownership, together with such photo identification, will be acceptable proof.
Shares outstanding and holders of record entitled to vote at the Annual
Meeting
There were 1,100,616,596 Shares outstanding as of the April 19, 2016 record date. Each of those Shares is entitled to one vote on each matter to be
voted on at the Annual Meeting.
All holders of record of Shares at the close of business on the April 19, 2016 record date are entitled to vote at the Annual
Meeting.
Your vote is important
Whether or not you plan to attend the
Annual Meeting, please take the time to vote your Shares as soon as possible. You may vote your Shares on the Internet, by using a toll-free telephone number or by mailing your proxy card (see your Notice or proxy card for complete instructions, or
refer to the instructions on page 2 of this Proxy Statement).
Voting your Shares
Holders of record.
If you are a shareholder of record or a duly appointed
proxy of a shareholder of record, you may vote by:
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attending the Annual Meeting and voting in person;
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voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 13, 2016; or
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MetLife 2016 Proxy Statement
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mailing your proxy card so that it is received by MetLife, c/o Computershare, P.O. Box 30202, College Station, TX 77842-9909 prior to the Annual Meeting.
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Instructions about these ways to vote appear on your Notice or proxy card. If you vote on the Internet or by telephone, please have your Notice or proxy card available
for reference when you vote.
For shareholders of record, votes submitted by mail, on the Internet or by telephone will be voted by the individuals named on the
proxy card in the manner you indicate. If you do not specify how your Shares are to be voted, the proxies will vote your Shares FOR Proposal 1 (election of each Director nominee), Proposal 2 (advisory vote on exclusive forum By-Law), Proposal 3
(ratification of appointment of independent auditor) and Proposal 4 (advisory vote to approve compensation paid to the Companys Named Executive Officers) and AGAINST Proposal 5 (shareholder proposal regarding independent Chairman) and Proposal
6 (shareholder proposal regarding action by written consent).
Holders in street name.
If you are a beneficial owner whose Shares are held in street name and you wish to vote in person at the Annual Meeting, you must contact your bank, broker or other nominee to obtain its proxy. Bring that document
with you to the meeting.
As a beneficial owner, you will receive voting instructions from the bank, broker or other nominee that is the shareholder of
record of your Shares. You must provide your broker with instructions on how to vote your Shares in order for them to be voted on your behalf on Proposal 1 (election of the Director nominees), Proposal 2 (advisory vote on exclusive forum By-Law),
Proposal 4 (advisory vote to approve compensation paid to the Companys Named Executive Officers), Proposal 5 (shareholder proposal regarding independent Chairman) and Proposal 6 (shareholder proposal regarding action by written consent), as
they are considered non-routine matters. If you do not instruct your broker how to vote on any of these matters, your Shares will not be voted (a
Broker Non-Vote
). See Tabulation of abstentions and Broker Non-Votes on
page 101 for additional details. Contact your bank, broker or other nominee directly if you have questions.
Changing your vote or revoking your proxy after it is submitted
Holders of record.
You may change your vote or revoke your proxy by:
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subsequently voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, June 13, 2016;
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signing another proxy card with a later date and returning it so that it is received by MetLife, c/o Computershare, P.O. Box 30202, College Station, TX 77842-9909 prior to the Annual Meeting;
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sending your notice of revocation so that it is received by MetLife, c/o Computershare, P.O. Box 30202, College Station, TX 77842-9909 prior to the Annual Meeting or sending your notice of revocation to MetLife via the
Internet at www.investorvote.com/MET no later than 11:59 p.m., Eastern Time, June 13, 2016; or
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attending the Annual Meeting and voting in person.
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Holders in street
name.
If you hold your shares in street name in a stock brokerage account or at a bank or other nominee, please contact the brokerage firm, bank or other nominee for instructions on how to change your
vote.
Voting by participants in retirement and savings plans
The
Bank of New York Mellon is trustee for the portion of the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates which is invested in the MetLife Company Stock Fund. It is also the trustee of the portion of the
New England Life Insurance Company Agents Retirement Plan and Trust which is invested in the MetLife Company Stock Fund. As trustee, it will vote the Shares in these plans in accordance with the voting instructions given by plan participants
to the trustee. Instructions on voting appear on the voting instruction form distributed to plan participants. The trustee must receive the voting instructions of a plan participant no later than 6:00 p.m., Eastern Time, June 10, 2016. The trustee
will generally vote the Shares held by each plan for which it does not receive voting instructions in the same proportion as the Shares held by such plan for which it does receive voting instructions.
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MetLife 2016 Proxy
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Voting of Shares held in the MetLife Policyholder Trust
The beneficiaries of the MetLife Policyholder Trust may direct Wilmington Trust Company, as trustee, to vote their Shares held in the trust on certain matters that are
identified in the trust agreement governing the trust, including approval of mergers and contested Directors elections. On all other matters, the trust agreement directs the trustee to vote the Shares held in the trust as recommended or
directed by the Companys Board of Directors. The beneficiaries of the trust may not direct the trustee to vote their shares on any matters to be presented at the Annual Meeting.
Vote required to elect Directors
Under the Companys By-laws, in an
uncontested election, such as the election of Directors at the Annual Meeting, the vote of a majority of the votes cast with respect to a Directors election at a meeting at which a quorum is present will determine the election of the Director.
Under Delaware law, a Director holds office until the Directors successor is elected and qualified or until the Directors earlier resignation or
removal. The Companys By-Laws provide that, following the certification of the shareholder vote in an uncontested election, such as the election of Directors at the Annual Meeting, any incumbent Director who is a nominee for election as
Director who receives a greater number of votes against his or her election than votes for his or her election will promptly tender his or her resignation. The Governance and Corporate Responsibility Committee of the Board
will promptly consider the offer to resign and recommend to the Board whether to accept or reject it. The Board of Directors will decide within 90 days following certification of the shareholder vote whether to accept or reject the resignation. The
Boards decision and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC.
Vote required to approve matters other than the election of Directors
The
affirmative vote of the holders of a majority of the Shares voting will be sufficient to approve the advisory vote on exclusive forum By-Law (Proposal 2), to ratify the appointment of Deloitte as MetLifes independent auditor for 2016
(Proposal 3), to
approve the advisory vote to approve the compensation paid to the Companys Named Executive Officers (Proposal 4), to approve the shareholder proposal regarding independent Chairman
(Proposal 5), and to approve the shareholder proposal regarding action by written consent (Proposal 6).
Tabulation of abstentions and Broker Non-Votes
If a shareholder abstains from voting as to the election of Directors (Proposal 1), the advisory vote on exclusive forum By-Law (Proposal 2), the ratification of
the appointment of Deloitte as MetLifes independent auditor for 2016 (Proposal 3), the approval of the advisory vote to approve the compensation paid to the Companys Named Executive Officers (Proposal 4), the shareholder
proposal regarding independent Chairman (Proposal 5) or the shareholder proposal regarding action by written consent (Proposal 6), the shareholders Shares will not be counted as voting for or against that matter.
If you are a beneficial owner whose Shares are held in street name and you do not submit voting instructions to your broker, your broker may generally vote your Shares
in its discretion on routine matters. Proposal 3 is considered routine and may be voted upon by your broker if you do not submit voting instructions. However, brokers do not have the discretion to vote their clients Shares on non-routine
matters, unless the broker receives voting instructions from the beneficial shareholder. Proposals 1, 2, 4, 5 and 6 are considered non-routine matters. Consequently, if your Shares are held in street name, you must provide your broker with
instructions on how to vote your Shares in order for your Shares to be voted on these proposals. If a broker does not cast a vote as to Proposal 1, Proposal 2, Proposal 4, Proposal 5 or Proposal 6, the absence of a vote will have the same effect on
those proposals as an abstention, and will not affect the outcome of the vote.
Quorum
To conduct business at the Annual Meeting, a quorum must be present. A quorum will be present if shareholders of record of one-third or more of the Shares entitled to
vote at the meeting are present in person or are represented by proxies. Abstentions and Broker Non-Votes will be counted to determine whether a quorum is present.
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MetLife 2016 Proxy Statement
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Information About the Annual Meeting, Proxy Voting, and Other Information
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Proposal
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Vote Required
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Effect
of
Abstentions
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Effect of Broker
Non-Votes
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1.
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Election of 12 Directors to one-year terms
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Majority of Shares voted
1
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No effect
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No effect
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2.
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Advisory vote on exclusive forum By-Law
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Majority of Shares voted
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No effect
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No effect
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3.
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Ratification of the appointment of Deloitte & Touche LLP as MetLifes independent auditor for 2016
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Majority of Shares voted
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No effect
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Not applicable
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4.
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Advisory (non-binding) vote to approve compensation paid to the Named Executive Officers
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Majority of Shares voted
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No effect
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No effect
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5.
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Shareholder proposal regarding independent Chairman
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Majority of Shares voted
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No effect
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No effect
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6.
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Shareholder proposal regarding action by written consent
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Majority of Shares voted
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No effect
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No effect
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1
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See Vote required to elect Directors on page 101.
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Inspector of Election and confidential voting.
The Board of Directors has appointed IVS Associates, Inc. Inspector of Election at the Annual Meeting. The Companys By-Laws provide for confidential voting.
Directors attendance at annual meetings of shareholders
Directors are
expected to attend annual meetings of shareholders, and 12 out of 13 Directors serving at that time attended MetLifes 2015 annual meeting of shareholders.
Cost of soliciting proxies for the Annual Meeting
The Company has retained
Georgeson Inc. to assist with the solicitation of proxies from the Companys shareholders of record. For these services, the Company will pay Georgeson Inc. a fee of approximately $10,000, plus expenses. The Company also will reimburse banks,
brokers or other nominees for their costs of sending the Companys proxy materials to beneficial owners. Directors, officers or other MetLife employees also may solicit proxies from shareholders in person, or by telephone, facsimile
transmission or other electronic means of communication, but will not receive any additional compensation for such services.
Deadline for submission of
shareholder proposals and nominations for the 2017 annual meeting of shareholders
Rule 14a-8 under the Exchange Act establishes the eligibility requirements and
the procedures that must be followed for a shareholders proposal to be included in a public companys
proxy materials. Under the Rule, proposals submitted for inclusion in MetLifes 2017 proxy materials must be received by MetLife, Inc. at 1095 Avenue of the Americas, New York, NY 10036,
Attention: Corporate Secretary, on or before the close of business on December 27, 2016. If the Company changes this deadline, it will disclose that fact and the new deadline in a Quarterly Report on
Form 10-Q
or a Current Report on
Form 8-K.
Proposals must comply with all the requirements of Rule 14a-8.
MetLifes By-Laws permit a shareholder, or a group of up to 20 shareholders, owning Shares continuously for at least 3 years representing an aggregate of at least
three percent of the voting power entitled to vote in the election of Directors, to nominate and include in MetLifes proxy materials Director nominees constituting up to the greater of two nominees or 20% of MetLifes Board, provided that
the shareholders and the Director nominees satisfy the requirements in the By-Laws. Notice of Director nominees for inclusion in the proxy materials must be received by our Corporate Secretary at the address below no earlier than January 15,
2017 and no later than the close of business on February 14, 2017.
A shareholder may present a matter for consideration at MetLifes 2017 annual meeting of
shareholders (including any shareholder proposal not submitted under Rule 14a-8 or any Director nomination) without requesting that the matter be included in the Companys Proxy Statement. To do so, the shareholder must deliver to the MetLife
Corporate Secretary no earlier than January 15, 2017 and no later than the close of business on February 14, 2017 or such other date as may be
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MetLife 2016 Proxy
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announced by the Company in accordance with its By-Laws a notice and accompanying disclosure questionnaire containing the information required by the advance notice and other provisions of the
Companys By-Laws. Copies of the By-Laws and disclosure questionnaire may be obtained by written request to MetLife, Inc., 1095 Avenue of the Americas, New York, NY 10036, Attention: Corporate Secretary. The By-Laws and disclosure
questionnaire also are available on MetLifes website at www.metlife.com/corporategovernance by selecting the appropriate category under the heading Related Links.
Where to find the voting results of the Annual Meeting
The Company will
announce preliminary voting results at the Annual Meeting and publish preliminary or final voting results in a Form 8-K within four business days following the meeting. If only preliminary voting results are available for reporting in the Form 8-K,
the Company will amend the Form 8-K to report final voting results within four business days after the final voting results are known.
Principal executive
offices
The principal executive offices of MetLife are at 200 Park Avenue, New York, NY 10166.
Communications with the Companys Directors
The Board of Directors
provides procedures through which security holders may send written communications to individual Directors or the Board of Directors, and procedures through which interested parties may submit communications to the Non-Management
Directors. In addition, the Audit Committee of the Board of Directors provides procedures through which interested parties may submit communications regarding accounting, internal accounting controls or auditing matters to the Audit Committee.
Information about these procedures is available on MetLifes website at www.metlife.com/
corporategovernance by selecting Corporate Conduct and then the
appropriate link under the Corporate Conduct section.
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. These statements can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as anticipate, estimate, expect, project, intend, plan,
believe and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions,
prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such
factors will be important in determining the actual future results of MetLife, its subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties
that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might
cause such differences include the risks, uncertainties and other factors identified herein (including that no assurance can be given regarding the form that a separation transaction may take or the specific terms thereof or that a separation will
in fact occur) and in MetLifes most recent Annual Report on Form 10-K (the
Annual Report on Form 10-K
) filed with the SEC, any Quarterly Reports on Form 10-Q filed by MetLife with the SEC after the date of the Annual Report on
Form 10-K
under the captions Note Regarding Forward-Looking Statements and Risk Factors, and other filings MetLife makes with the SEC. 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 makes on related subjects in reports to the SEC.
MetLifes Annual Report on Form 10-K
MetLife, Inc. will provide to
shareholders without charge, upon written request, a copy of MetLife, Inc.s Annual Report on Form 10-K (including financial statements and financial statement schedules, but without exhibits) for the fiscal year ended December 31, 2015.
MetLife, Inc. will furnish to requesting shareholders any exhibit to the Form 10-K upon the
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MetLife 2016 Proxy Statement
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Information About the Annual Meeting, Proxy Voting, and Other Information
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payment of reasonable expenses incurred by MetLife, Inc. in furnishing such exhibit. Requests should be directed to MetLife Investor Relations, MetLife, Inc., 1095 Avenue of the Americas,
New York, New York 10036 or via the Internet by going to
http://investor.metlife.com
and selecting Information
Requests. The Annual Report on Form 10-K may also be accessed at
http://investor.metlife.com
by selecting Financial Information, SEC Filings,
MetLife, Inc. View SEC Filings as well as at the website of the United States Securities and Exchange Commission at
www.sec.gov
.
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MetLife 2016 Proxy
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PROPOSAL 5 Shareholder Proposal Regarding Independent Chairman
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PROPOSAL 5 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN
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The Board of Directors recommends that
you vote AGAINST this proposal to adopt a policy that the Chairman of the Board be an independent director.
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Shareholder Proposal
AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, D.C. 20006, has advised that it is the beneficial owner of 641 shares of voting common stock and that it
intends to introduce the following resolution:
RESOLVED: Shareholders of MetLife Inc. (the Company) urge the Board of Directors to adopt a policy that,
whenever possible, the board chairman should be a director who has not previously served as an executive officer of the Company and who is independent of management. For these purposes, a director shall not be considered
independent if, during the last three years, he or she
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was affiliated with a company that was an advisor or consultant to the Company, or a significant customer or supplier of the Company;
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was employed by or had a personal service contract(s) with the Company or its senior management;
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was affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross annual revenues from the Company;
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had a business relationship with the Company that the Company had to disclose under the Securities and Exchange Commission regulations;
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has been employed by a public company at which an executive officer of the Company serves as a director;
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had a relationship of the sort described above with any affiliate of the Company; and,
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was a spouse, parent, child, sibling or in-law of any person described above.
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The policy should be implemented without
violating any contractual obligation and should specify how to select an independent chairman if a current chairman ceases to be independent between annual shareholder meetings. Compliance with the policy may be excused if no independent director is
available and willing to be chairman.
Supporting Statement
The Board of Directors, led by its chairman, is responsible for protecting shareholders long-term interests by providing independent oversight of management,
including the Chief Executive Officer, in directing the corporations affairs. This oversight can be diminished when the chairman is not independent.
An
independent chairman who sets agendas, priorities, and procedures for the board can enhance its oversight and accountability of management and ensure the objective functioning of an effective board. We view the alternative of a lead outside
director, even one with a robust set of duties, as adequate only in exceptional circumstances fully disclosed by the Board of Directors.
The Chairmens Forum,
an organization of non-executive board chairmen, has called on North American public companies to voluntarily adopt independent chairmanship as the default model. An independent chairman curbs conflicts of interest, promotes oversight of risk,
manages the relationship between the board and the CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board. (Millstein Center for Corporate Governance and
Performance, Yale School of Management,
Chairing the Board: The Case for Independent Leadership in Corporate North America
, 2009).
For these reasons, we urge you to vote FOR this resolution.
Board of Directors Statement in Opposition
The
Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it because:
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Our Board provides effective challenge and oversight of management through a strong independent Lead Director role, active Committee Chairs, and experienced and committed Directors who, with the exception of Mr.
Kandarian, are all independent.
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PROPOSAL 5 Shareholder Proposal Regarding Independent Chairman
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The Board believes that shareholders are best served by flexibility to select the best qualified person to serve as Chairman, based on specific circumstances and needs of the Company.
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Our Board believes that its current leadership and governance structure allows it to effectively challenge and oversee management:
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We have a strong independent Lead Director with significant responsibilities that are described on page 25. Ms. Grisés significant executive management experience and her experience as a public company
general counsel, corporate secretary and director make her well qualified to serve as our independent Lead Director.
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The Chairsand all membersof the Audit, Compensation, Finance and Risk, Governance and Corporate Responsibility, and Investment Committees are Independent Directors. As a result, oversight of critical issues
within the purview of these Board Committees is entrusted entirely to Independent Directors.
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All of our Directors are independent, with the sole exception of the Chief Executive Officer who serves as the Chairman of the Board.
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Our Independent Directors meet regularly in executive sessions to discuss matters they deem appropriate, including Chief Executive Officers performance evaluation and succession planning.
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All Directors have full and free access to the officers and employees of the Company.
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MetLifes By-Laws provide
that the Directors shall elect among the Board members a Chairman of the Board. The By-Laws do not require that the Chairman be the Chief Executive Officer, but provide flexibility to allow the Board to elect the individual best-suited to lead the
Board at that time. After careful consideration, the Board determined that the preferred leadership structure for MetLife is for the current Chief Executive Officer to also serve as Chairman with an independent Lead Director. This determination
simply reflects the Boards view that Mr. Kandarian is the right person for those roles at this time. Our Board believes that any decision to separate the roles should be based on the specific circumstances and needs of a company at that time,
and the independence and capabilities of the Directors.
In particular, the Board believes that industry experience and expertise is crucial for a board chairman of a company as
complex, highly regulated and global as MetLife, especially given the increasingly sophisticated and technical nature of its products. Mr. Kandarians knowledge of the day-to-day operations and long-term strategic initiatives of the Company,
understanding of the market and regulatory developments, prior experience as the Chief Investment Officer of the Company, and understanding of shareholder interests allow him to provide effective leadership in his role as Chairman and Chief
Executive Officer. As such, our Board believes that MetLife and its shareholders are currently best served by having Mr. Kandarian serve as both Chairman and Chief Executive Officer.
A fixed policy requiring a separation of the roles of Chairman and Chief Executive Officer is also unnecessary because of MetLifes strong corporate governance
practices described above as well as on pages 24 through 33.
Our Board does not believe that separating the Chairman and Chief Executive Officer roles would, by
itself, deliver additional benefits to shareholders. Contrary to what the proponent suggests, empirical studies are inconclusive on the benefits of separating the Chairman and Chief Executive Officer roles to company performance, which may explain
why the approach remains a minority position among U.S. companies. According to the 2015 Spencer Stuart Board Index, 52% of the S&P 500 companies have the current chief executive officer serving as the chairman of the board and another 18% have
the former chief executive officer or a current executive serving as the chairman.
Our Board believes that our leadership structure has served our shareholders
well and remains in our shareholders best interest.
Accordingly, the Board of Directors recommends that you vote
AGAINST
this proposal to adopt a policy that the Chairman of the Board be an independent director.
|
|
|
|
|
|
106
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
PROPOSAL 6 Shareholder Proposal Regarding Action by Written Consent
|
|
|
PROPOSAL 6 SHAREHOLDER
PROPOSAL REGARDING ACTION BY WRITTEN CONSENT
|
|
|
|
|
|
|
|
|
The Board of Directors recommends that
you vote AGAINST this proposal to adopt shareholder right to act by written consent.
|
Shareholder Proposal
William Steiner, 112 Abbottsford Gate, Piermont, New York, 10968, has advised that he is the beneficial owner of no less than 100 shares of voting common stock and that
he intends to introduce the following resolution:
Proposal 6 Right to Act by Written Consent
Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the
minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving
shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.
A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management
and shareholders outside the annual meeting cycle. This is important because there could be 15-months or more between annual meetings.
A shareholder right to act
by written consent is one method to equalize our total lack of provisions for shareholders to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting. Yet our bylaws state that any power of stockholders to call a
special meeting is denied.
Please vote to enhance shareholder value:
Right to
Act by Written Consent Proposal 6
Board of Directors Statement in Opposition
The Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it because:
|
|
Implementation of the proposal is unnecessary given MetLifes governance structure, which entitles our shareholder to call a special meeting.
|
|
|
Matters sufficiently important to require shareholder vote should be addressed at a meeting (whether the annual meeting or special meeting), which provides all shareholders the opportunity to participate and consider
the merits of a proposal.
|
|
|
Action by written consent as proposed may cause confusion and disruption, and permit fundamental corporate changes that cater to special or short-term interests.
|
On March 21, 2016, the Board amended and restated the By-Laws to grant shareholders the right to call a special meeting. The Boards decision to proactively adopt
such shareholder right incorporates feedback received during our regular investor outreach and reflects our commitment to strong governance practices. Under the By-Laws, shareholders owning 25% of the Companys Shares may call a meeting. The
Board believes that the shareholders ability to call special meetings, combined with our commitment to engaging with our shareholders and responding to their suggestions, already addresses the proponents concerns.
Our Board believes that permitting action at a meeting (whether the annual meeting or a special meeting) is a process that is more transparent than the written consent
process and better protects shareholders right to participate in decisions. Our governing documents provide all shareholders a voice in matters such as amending many foundational provisions of the Companys charter. Action by written
consent, by contrast, could exclude almost half of all shareholders from such a fundamental matter. Our governing documents also include safeguards, such as prior notice and disclosure to all shareholders, for conducting
|
|
|
MetLife 2016 Proxy Statement
|
|
107
|
|
|
|
|
|
PROPOSAL 6 Shareholder Proposal Regarding Action by Written Consent
|
business at a meeting. Such procedural protections provide all shareholders the opportunity to fully consider, discuss and deliberate the merits of a proposed action prior to voting.
In addition, the written consent process as proposed may cause confusion and disruption, and permit fundamental corporate changes that cater to special or short-term
interests. Multiple shareholder groups could solicit multiple written consents simultaneously, some of which may be duplicative or contradictory. The proponents proposal could allow special interests or short-term investors, who do not owe
fiduciary duties to the shareholders, to bypass our existing procedural protections and marginalize smaller shareholders. Further, the Board would not have the opportunity to consider the merits of the proposed action and provide for shareholder
consideration the recommendation that may best serve shareholder interest.
Our Board believes our current governance provisions strike the right balance between affording shareholders the platform
to raise important matters between annual meetings and protecting against potentially abusive actions that disrupt effective management of the Company and undermine shareholder interest. As such, our Board believes the proposal is unnecessary and
not in the best interests of the shareholders or the Company.
Accordingly, the Board of Directors recommends that you vote
AGAINST
this proposal to adopt shareholder right to act by written consent.
|
|
|
|
|
|
108
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Appendix A
|
|
|
APPENDICES
Appendix A Non-GAAP and Other
Financial Disclosures
|
|
|
Any references in this Proxy Statement (except in this Appendix) to:
|
|
should be read as, respectively:
|
|
|
(i) net income (loss);
|
|
(i) net income (loss) available to MetLife, Inc.s common
shareholders;
|
(ii) net
income (loss) per share;
|
|
(ii) net
income (loss) available to MetLife, Inc.s common shareholders per diluted common share;
|
(iii) operating
earnings;
|
|
(iii) operating
earnings available to common shareholders;
|
(iv) operating
earnings per share;
|
|
(iv) operating
earnings available to common shareholders per diluted common share;
|
(v) book
value per share;
|
|
(v) book
value per common share, excluding accumulated other comprehensive income (loss) (
AOCI
) other than foreign currency translation adjustments (
FCTA
);
|
(vi) premiums,
fees and other revenues;
|
|
(vi) premiums,
fees and other revenues (operating);
|
(vii) operating return
on equity; and
|
|
(vii) operating return
on MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA; and
|
|
|
(viii) tangible operating return on equity.
|
|
(viii) operating return on MetLife, Inc.s tangible common stockholders
equity.
|
In this Proxy Statement, MetLife presents certain measures of its performance that are not calculated in accordance with accounting
principles generally accepted in the United States of America (
GAAP
). MetLife believes that these non-GAAP financial measures enhance the understanding of MetLifes performance by highlighting the results of operations and the underlying
profitability drivers of the business.
|
|
|
MetLife 2016 Proxy Statement
|
|
A-1
|
|
|
|
|
|
Appendix A
|
The following non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:
|
|
|
|
|
Non-GAAP financial measures:
|
|
|
|
Comparable GAAP financial measures:
|
|
|
|
(i) operating revenues;
|
|
|
|
(i) GAAP revenues;
|
|
|
|
(ii) operating expenses;
|
|
|
|
(ii) GAAP expenses;
|
|
|
|
(iii) operating earnings;
|
|
|
|
(iii) income (loss) from continuing operations, net of income tax;
|
|
|
|
(iv) operating earnings available to common shareholders;
|
|
|
|
(iv) net income (loss) available to MetLife, Inc.s common
shareholders;
|
|
|
|
(v) operating earnings available to common shareholders, adjusted for total
notable items;
|
|
|
|
(v) net income (loss) available to MetLife, Inc.s common
shareholders;
|
|
|
|
(vi) operating earnings available to common shareholders per diluted common
share;
|
|
|
|
(vi) net income (loss) available to MetLife, Inc.s common shareholders per
diluted common share;
|
|
|
|
(vii) MetLife, Inc.s common stockholders equity, excluding AOCI other than
FCTA;
|
|
|
|
(vii) MetLife, Inc.s stockholders equity;
|
|
|
|
(viii) MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA,
adjusted for total notable items;
|
|
|
|
(viii) MetLife, Inc.s stockholders equity;
|
|
|
|
(ix) MetLife, Inc.s tangible common stockholders equity;
|
|
|
|
(ix) MetLife, Inc.s stockholders equity;
|
|
|
|
(x) free cash flow of all holding companies.
|
|
|
|
(x) MetLife, Inc.s net cash provided by operating
activities.
|
Reconciliations of these measures to the most directly comparable GAAP measures are included in this Appendix.
MetLifes definitions of the various non-GAAP and other financial measures discussed in this Proxy Statement may differ from those used by other companies:
Operating earnings is the measure of segment profit or loss that MetLife uses to evaluate segment performance and allocate resources. Consistent with GAAP accounting
guidance for segment reporting, operating earnings is MetLifes measure of segment performance. Operating earnings is also a measure by which MetLife senior managements and many other employees performance is evaluated for the
purposes of determining their compensation under applicable compensation plans.
Operating earnings is defined as operating revenues less operating expenses, both
net of income tax. Operating earnings available to common shareholders is defined as operating earnings less preferred stock dividends.
Operating revenues and
operating expenses exclude results of discontinued operations and other businesses that have been or will be sold or exited by MetLife and are referred to as divested businesses. Operating revenues also excludes net investment gains (losses)
(
NIGL
) and net derivative gains (losses) (
NDGL
). Operating expenses also excludes goodwill impairments.
|
|
|
|
|
|
A-2
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Appendix A
|
|
|
The following additional adjustments are made
to GAAP revenues, in the line items indicated, in calculating operating revenues:
|
|
|
Universal life and investment-type product policy fees excludes the amortization of unearned revenue related to NIGL and NDGL and certain variable annuity guaranteed minimum income benefits (
GMIB
) fees (
GMIB
fees
);
|
|
|
|
Net investment income: (i) includes investment hedge adjustments which represent earned income on derivatives and amortization of premium on derivatives that are hedges of investments or that are used to replicate
certain investments but do not qualify for hedge accounting treatment, (ii) includes income from discontinued real estate operations, (iii) excludes post-tax operating earnings adjustments relating to insurance joint ventures accounted for
under the equity method, (iv) excludes certain amounts related to contractholder-directed unit-linked investments, and (v) excludes certain amounts related to securitization entities that are variable interest entities (
VIEs
)
consolidated under GAAP; and
|
|
|
|
Other revenues are adjusted for settlements of foreign currency earnings hedges.
|
The following additional adjustments
are made to GAAP expenses, in the line items indicated, in calculating operating expenses:
|
|
|
Policyholder benefits and claims and policyholder dividends excludes: (i) changes in the policyholder dividend obligation related to NIGL and NDGL, (ii) inflation-indexed benefit adjustments associated with
contracts backed by inflation-indexed investments and amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass through adjustments, (iii) benefits and
hedging costs related to GMIBs (
GMIB costs
), and (iv) market value adjustments associated with surrenders or terminations of contracts (
Market value adjustments
);
|
|
|
|
Interest credited to policyholder account balances includes adjustments for earned income on derivatives and amortization of premium on derivatives that are hedges of policyholder account balances but do not qualify for
hedge accounting treatment and excludes amounts related to net investment income earned on contractholder-directed unit-linked investments;
|
|
|
|
Amortization of deferred acquisition costs (
DAC
) and value of business acquired (
VOBA
) excludes amounts related to: (i) NIGL and NDGL, (ii) GMIB fees and GMIB costs and (iii) Market value
adjustments;
|
|
|
|
Amortization of negative VOBA excludes amounts related to Market value adjustments;
|
|
|
|
Interest expense on debt excludes certain amounts related to securitization entities that are VIEs consolidated under GAAP; and
|
|
|
|
Other expenses excludes costs related to: (i) noncontrolling interests, (ii) implementation of new insurance regulatory requirements, and (iii) acquisition and integration costs.
|
Operating earnings also excludes the recognition of certain contingent assets and liabilities that could not be recognized at acquisition or adjusted for during the
measurement period under GAAP business combination accounting guidance. In addition to the tax impact of the adjustments mentioned above, provision for income tax (expense) benefit also includes the impact related to the timing of certain tax
credits, as well as certain tax reforms.
The following additional information is relevant to an understanding of MetLifes performance results:
|
|
|
MetLife, Inc.s tangible common stockholders equity or tangible equity - MetLife, Inc.s common stockholders equity, excluding the net unrealized investment gains (losses) and defined benefit plans
adjustment components of AOCI reduced by the impact of goodwill, value of distribution agreements (
VODA
) and value of customer relationships acquired (
VOCRA
), all net of income tax.
|
|
|
|
MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA - MetLife, Inc.s common stockholders equity, excluding the net unrealized investment gains (losses) and defined benefit
plans adjustment components of AOCI, net of income tax.
|
|
|
|
Allocated equity - portion of MetLife, Inc.s common stockholders equity that management allocates to each of its segments and sub-segments based on local capital requirements and economic capital. Economic
capital is an internally developed risk capital model, the purpose of which is to measure the risk in the business and to provide a basis upon which capital is deployed. MetLife management periodically reviews this model to ensure that it remains
consistent with emerging industry practice standards and the local capital requirements; allocated equity may be adjusted if warranted by such review. Allocated equity excludes the impact of AOCI other than FCTA.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
A-3
|
|
|
|
|
|
Appendix A
|
|
|
|
Operating return on MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA - operating earnings available to common shareholders divided by MetLife, Inc.s average common
stockholders equity, excluding AOCI other than FCTA.
|
|
|
|
Operating return on MetLife, Inc.s tangible common stockholders equity - operating earnings available to common shareholders, excluding amortization of VODA and VOCRA, net of income tax, divided by MetLife,
Inc.s average tangible common stockholders equity.
|
|
|
|
Operating return on MetLife, Inc.s common stockholders equity - operating earnings available to common shareholders divided by MetLife, Inc.s average common stockholders equity.
|
|
|
|
Return on MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA - net income (loss) available to MetLife, Inc.s common shareholders divided by MetLife, Inc.s average common
stockholders equity, excluding AOCI other than FCTA.
|
|
|
|
Return on MetLife, Inc.s tangible common stockholders equity - net income (loss) available to MetLife, Inc.s common shareholders, excluding goodwill impairment and amortization of VODA and VOCRA, net
of income tax, divided by MetLife, Inc.s average tangible common stockholders equity.
|
|
|
|
Return on MetLife, Inc.s common stockholders equity - net income (loss) available to MetLife, Inc.s common shareholders divided by MetLife, Inc.s average common stockholders equity.
|
|
|
|
Operating return on allocated equity - operating earnings available to common shareholders divided by allocated equity.
|
|
|
|
Operating return on allocated tangible equity - operating earnings available to common shareholders, excluding amortization of VODA and VOCRA, net of income tax, divided by allocated tangible equity.
|
|
|
|
Return on allocated equity - net income (loss) available to MetLife, Inc.s common shareholders divided by allocated equity.
|
|
|
|
Return on allocated tangible equity - net income (loss) available to MetLife, Inc.s common shareholders, excluding amortization of VODA and VOCRA, net of income tax, divided by allocated tangible equity.
|
|
|
|
Operating expense ratio - calculated by dividing operating expenses (other expenses, net of capitalization of DAC) by operating premiums, fees and other revenues.
|
|
|
|
Statistical sales information for Retail - Life sales are calculated using the LIMRA definition of sales for core direct sales, excluding company-sponsored internal exchanges, corporate-owned life insurance, bank-owned
life insurance, and private placement variable universal life insurance. Annuity sales consist of statutory premiums direct and assumed, excluding company sponsored internal exchanges. Sales statistics do not correspond to revenues under GAAP, but
are used as relevant measures of business activity.
|
|
|
|
Statistical sales information for Latin America, Asia and Europe, Middle East and Africa - calculated using 10% of single-premium deposits (mainly from retirement products such as variable annuity, fixed annuity and
pensions), 20% of single-premium deposits from credit insurance and 100% of annualized full-year premiums and fees from recurring-premium policy sales of all products (mainly from risk and protection products such as individual life, accident &
health and group). Sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity.
|
|
|
|
All comparisons on a constant currency basis reflect the impact of changes in foreign currency exchange rates and are calculated using the average foreign currency exchange rates for the current period and are applied
to each of the comparable periods.
|
|
|
|
MetLife uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses or use in discretionary capital actions. MetLife defines free cash flow as the
sum of cash available at MetLifes holding companies from dividends from operating subsidiaries, expenses and other net flows of the holding companies, and net contributions from debt to be at or below target leverage ratios. This measure of
free cash flow is prior to discretionary capital deployment, including common stock dividends and repurchases, debt reduction and mergers and acquisitions. Free cash flow should not be viewed as a substitute for net cash provided by (used in)
operating activities calculated in accordance with GAAP. The free cash flow ratio is typically expressed as a percentage of annual operating earnings available to common shareholders.
|
|
|
|
|
|
|
A-4
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Appendix A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except per share data)
|
|
|
|
|
|
Total CompanyReconciliation of Operating Earnings Available to Common
Shareholders to
Net Income (Loss) Available to MetLife, Inc.s Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings available to common shareholders, adjusted for total notable items
|
|
|
|
|
|
$
|
6,470
|
|
|
$
|
5.66
|
|
|
|
|
|
|
$
|
6,382
|
|
|
$
|
5.66
|
|
|
|
|
|
Add: Total notable items
|
|
|
|
|
|
|
90
|
|
|
|
0.08
|
|
|
|
|
|
|
|
(898
|
)
|
|
|
(0.80
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings available to common shareholders
(1)
|
|
|
|
|
|
$
|
6,560
|
|
|
$
|
5.74
|
|
|
|
|
|
|
$
|
5,484
|
|
|
$
|
4.86
|
|
|
|
|
|
Adjustments from operating earnings available to common shareholders to net income (loss) available to MetLife, Inc.s common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Net investment gains (losses)
(2)
|
|
|
|
|
|
|
(197
|
)
|
|
|
(0.17
|
)
|
|
|
|
|
|
|
597
|
|
|
|
0.53
|
|
|
|
|
|
Add: Net derivative gains (losses)
|
|
|
|
|
|
|
1,317
|
|
|
|
1.15
|
|
|
|
|
|
|
|
38
|
|
|
|
0.03
|
|
|
|
|
|
Add: Other adjustments to continuing operations
|
|
|
|
|
|
|
(1,376
|
)
|
|
|
(1.20
|
)
|
|
|
|
|
|
|
(1,091
|
)
|
|
|
(0.96
|
)
|
|
|
|
|
Add: Provision for income tax (expense) benefit
|
|
|
|
|
|
|
(87
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
178
|
|
|
|
0.16
|
|
|
|
|
|
Add: Income (loss) from discontinued operations, net of income tax
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
27
|
|
|
|
0.02
|
|
|
|
|
|
|
|
12
|
|
|
|
0.01
|
|
|
|
|
|
Less: Preferred stock repurchase premium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to MetLife, Inc.s common shareholders
|
|
|
|
|
|
$
|
6,187
|
|
|
$
|
5.42
|
|
|
|
|
|
|
$
|
5,152
|
|
|
$
|
4.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstandingdiluted (In millions)
|
|
|
|
|
|
|
|
|
|
|
1,142.5
|
|
|
|
|
|
|
|
|
|
|
|
1,128.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AsiaReconciliation of Operating Earnings Available to Common Shareholders to Net
Income
(Loss) Available to MetLife, Inc.s Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings available to common shareholders
|
|
|
|
|
|
$
|
1,307
|
|
|
|
|
|
|
|
|
|
|
$
|
1,380
|
|
|
|
|
|
|
|
|
|
Adjustments from operating earnings available to common shareholders to net income (loss) available to MetLife, Inc.s common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Net investment gains (losses)
|
|
|
|
|
|
|
512
|
|
|
|
|
|
|
|
|
|
|
|
501
|
|
|
|
|
|
|
|
|
|
Add: Net derivative gains (losses)
|
|
|
|
|
|
|
(532
|
)
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|
|
|
|
|
|
|
|
Add: Other adjustments to continuing operations
|
|
|
|
|
|
|
(122
|
)
|
|
|
|
|
|
|
|
|
|
|
(120
|
)
|
|
|
|
|
|
|
|
|
Add: Provision for income tax (expense) benefit
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to MetLife, Inc.s common shareholders
|
|
|
|
|
|
$
|
1,181
|
|
|
|
|
|
|
|
|
|
|
$
|
1,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating return on MetLife, Inc.s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stockholders equity
|
|
|
|
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
Common stockholders equity, excluding AOCI other than FCTA
|
|
|
|
|
|
|
12.0
|
%
|
|
|
|
|
|
|
|
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|
|
Common stockholders equity, excluding AOCI other than
FCTA, adjusted for total notable items
|
|
|
|
|
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
|
|
11.3
|
%
|
|
|
|
|
|
|
|
|
Tangible common stockholders equity
(3)
|
|
|
|
|
|
|
15.2
|
%
|
|
|
|
|
|
|
|
|
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
Return on MetLife, Inc.s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stockholders equity
|
|
|
|
|
|
|
9.4
|
%
|
|
|
|
|
|
|
|
|
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|
Common stockholders equity, excluding AOCI other than FCTA
|
|
|
|
|
|
|
11.3
|
%
|
|
|
|
|
|
|
|
|
|
|
9.1
|
%
|
|
|
|
|
|
|
|
|
Tangible common stockholders equity
(3)
|
|
|
|
|
|
|
14.3
|
%
|
|
|
|
|
|
|
|
|
|
|
11.2
|
%
|
|
|
|
|
|
|
(1)
|
The 2015 results of operating earnings available to common shareholders, operating earnings available to common shareholders per diluted common share and operating return on MetLife, Inc.s common
stockholders equity, excluding AOCI other than FCTA, include a non-cash charge of $792 million, net of income tax, related to an uncertain tax position. Excluding this charge, these results would have been $6,276 million, $5.56 and 11.1%,
respectively. See Highlights of 2015 Business Results on page 43 for additional information on this non-cash charge.
|
(2)
|
The year ended December 31, 2014 includes a pre-tax net investment loss of $633 million related to the sale of MetLife, Inc.s wholly-owned subsidiary, MetLife Assurance Limited.
|
(3)
|
Operating earnings available to common shareholders and net income available to common shareholders, used to calculate returns on tangible equity, exclude the impact of amortization of VODA and VOCRA, net of income tax,
for the years ended December 31, 2014 and 2015 of $53 million and $48 million, respectively.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
A-5
|
|
|
|
|
|
Appendix A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except
per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia Return on Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating return on allocated equity
|
|
|
|
|
|
|
11.2
|
%
|
|
|
|
|
|
|
12.0
|
%
|
|
|
|
|
Operating return on allocated tangible equity
(1)
|
|
|
|
|
|
|
19.3
|
%
|
|
|
|
|
|
|
20.6
|
%
|
|
|
|
|
Return on allocated equity
|
|
|
|
|
|
|
10.1
|
%
|
|
|
|
|
|
|
15.7
|
%
|
|
|
|
|
Return on allocated tangible equity
(1)
|
|
|
|
|
|
|
17.5
|
%
|
|
|
|
|
|
|
26.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book Value (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common share
|
|
|
|
|
|
$
|
61.85
|
|
|
|
|
|
|
$
|
60.00
|
|
|
|
|
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
|
|
|
|
14.34
|
|
|
|
|
|
|
|
10.72
|
|
|
|
|
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
|
|
|
|
(2.02
|
)
|
|
|
|
|
|
|
(1.87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common share, excluding AOCI other than FCTA
(3)
|
|
|
|
|
|
$
|
49.53
|
|
|
|
|
|
|
$
|
51.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, end of period (In millions)
|
|
|
|
|
|
|
1,131.9
|
|
|
|
|
|
|
|
1,098.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife, Inc.s Common Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MetLife, Inc.s stockholders equity
|
|
|
|
|
|
$
|
72,053
|
|
|
|
|
|
|
$
|
67,949
|
|
|
|
|
|
Less: Preferred stock
|
|
|
|
|
|
|
2,043
|
|
|
|
|
|
|
|
2,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife, Inc.s common stockholders equity
|
|
|
|
|
|
|
70,010
|
|
|
|
|
|
|
|
65,883
|
|
|
|
|
|
Less: Net unrealized investment gains (losses), net of income tax
|
|
|
|
|
|
|
16,235
|
|
|
|
|
|
|
|
11,773
|
|
|
|
|
|
Less: Defined benefit plans adjustment, net of income tax
|
|
|
|
|
|
|
(2,283
|
)
|
|
|
|
|
|
|
(2,052
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MetLife, Inc.s common stockholders equity, excluding AOCI other than FCTA
|
|
|
|
|
|
|
56,058
|
|
|
|
|
|
|
|
56,162
|
|
|
|
|
|
Less: Goodwill, net of income tax
|
|
|
|
|
|
|
9,759
|
|
|
|
|
|
|
|
9,314
|
|
|
|
|
|
Less: VODA and VOCRA, net of income tax
|
|
|
|
|
|
|
620
|
|
|
|
|
|
|
|
494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MetLife, Inc.s tangible common stockholders equity (excludes AOCI other than FCTA)
|
|
|
|
|
|
$
|
45,679
|
|
|
|
|
|
|
$
|
46,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common stockholders equity
|
|
|
|
|
|
$
|
65,909
|
|
|
|
|
|
|
$
|
68,674
|
|
|
|
|
|
Average common stockholders equity, excluding AOCI other than FCTA
|
|
|
|
|
|
$
|
54,565
|
|
|
|
|
|
|
$
|
56,412
|
|
|
|
|
|
Average tangible common stockholders equity (excludes AOCI other than FCTA)
|
|
|
|
|
|
$
|
43,569
|
|
|
|
|
|
|
$
|
46,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated equity
|
|
|
|
|
|
$
|
11,695
|
|
|
|
|
|
|
$
|
11,509
|
|
|
|
|
|
Allocated tangible equity
|
|
|
|
|
|
$
|
6,787
|
|
|
|
|
|
|
$
|
6,708
|
|
|
|
(1)
|
Operating earnings available to common shareholders and net income available to common shareholders, used to calculate returns on allocated tangible equity, exclude the impact of amortization of VODA and VOCRA, net of
income tax, for both years ended December 31, 2014 and 2015 of $4 million.
|
(2)
|
Book value excludes $2,043 million and $2,066 million of equity related to preferred stock at December 31, 2014 and 2015, respectively.
|
(3)
|
The 2015 result of book value per common share, excluding AOCI other than FCTA, includes a non-cash charge of $792 million, net of income tax, related to an uncertain tax position. Excluding this charge, this result
would have been $51.87. See Highlights of 2015 Business Results on page 43 for additional information on this non-cash charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Total CompanyReconciliation of Operating Earnings Available to Common
Shareholders to
Net Income (Loss) Available to MetLife, Inc.s Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings available to common shareholders
|
|
|
|
|
|
$
|
5,649
|
|
|
|
|
|
|
$
|
6,261
|
|
|
|
|
|
Adjustments from operating earnings available to common shareholders to net income (loss)
available to MetLife, Inc.s common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Net investment gains (losses)
|
|
|
|
|
|
|
(352
|
)
|
|
|
|
|
|
|
161
|
|
|
|
|
|
Add: Net derivative gains (losses)
|
|
|
|
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
(3,239
|
)
|
|
|
|
|
Add: Goodwill impairment
|
|
|
|
|
|
|
(1,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Other adjustments to continuing operations
|
|
|
|
|
|
|
(2,492
|
)
|
|
|
|
|
|
|
(1,597
|
)
|
|
|
|
|
Add: Provision for income tax (expense) benefit
|
|
|
|
|
|
|
2,174
|
|
|
|
|
|
|
|
1,683
|
|
|
|
|
|
Add: Income (loss) from discontinued operations, net of income tax
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to MetLife, Inc.s common shareholders
|
|
|
|
|
|
$
|
1,202
|
|
|
|
|
|
|
$
|
3,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-6
|
|
|
MetLife 2016 Proxy
Statement
|
|
|
|
Appendix A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
$
|
2,618
|
|
|
|
|
|
|
|
|
$
|
1,865
|
|
|
|
|
|
|
|
|
$
|
2,615
|
|
|
|
|
|
|
|
|
$
|
1,606
|
|
|
|
|
|
Adjustments from net cash provided by operating activities to free cash flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Incremental debt to be at or below target leverage ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445
|
|
|
|
|
|
|
|
|
|
1,750
|
|
|
|
|
|
Add: Capital contributions to subsidiaries
|
|
|
|
|
|
|
|
|
(1,223
|
)
|
|
|
|
|
|
|
|
|
(598
|
)
|
|
|
|
|
|
|
|
|
(1,011
|
)
|
|
|
|
|
|
|
|
|
(667
|
)
|
|
|
|
|
Add: Returns of capital from subsidiaries
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
Add: Repayments on and (issuances of) loans to subsidiaries, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245
|
|
|
|
|
|
|
|
|
|
462
|
|
|
|
|
|
|
|
|
|
461
|
|
|
|
|
|
Add: Investment portfolio changes and other, net
|
|
|
|
|
|
|
|
|
(338
|
)
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife, Inc. (parent company only) free cash flow
|
|
|
|
|
|
|
|
|
1,066
|
|
|
|
|
|
|
|
|
|
2,102
|
|
|
|
|
|
|
|
|
|
2,662
|
|
|
|
|
|
|
|
|
|
3,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other MetLife holding companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Dividends and returns of capital from subsidiaries
|
|
|
|
|
|
|
|
|
1,562
|
|
|
|
|
|
|
|
|
|
822
|
|
|
|
|
|
|
|
|
|
1,339
|
|
|
|
|
|
|
|
|
|
1,354
|
|
|
|
|
|
Add: Capital contributions from MetLife, Inc.
|
|
|
|
|
|
|
|
|
122
|
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150
|
|
|
|
|
|
Add: Capital contributions to subsidiaries
|
|
|
|
|
|
|
|
|
(596
|
)
|
|
|
|
|
|
|
|
|
(201
|
)
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
Add: Repayments on and (issuances of) loans to subsidiaries, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(305
|
)
|
|
|
|
|
|
|
|
|
(458
|
)
|
|
|
|
|
|
|
|
|
(510
|
)
|
|
|
|
|
Add: Other expenses
|
|
|
|
|
|
|
|
|
(733
|
)
|
|
|
|
|
|
|
|
|
(567
|
)
|
|
|
|
|
|
|
|
|
(637
|
)
|
|
|
|
|
|
|
|
|
(729
|
)
|
|
|
|
|
Add: Investment portfolio changes and other, net
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other MetLife holding companies free cash flow
|
|
|
|
|
|
|
|
|
390
|
|
|
|
|
|
|
|
|
|
134
|
|
|
|
|
|
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow of all holding companies
|
|
|
|
|
|
|
|
$
|
1,456
|
|
|
|
|
|
|
|
|
$
|
2,236
|
|
|
|
|
|
|
|
|
$
|
2,890
|
|
|
|
|
|
|
|
|
$
|
3,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of free cash flow to operating earnings available to common
shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow of all holding companies
|
|
|
|
|
|
|
|
$
|
1,456
|
|
|
|
|
|
|
|
|
$
|
2,236
|
|
|
|
|
|
|
|
|
$
|
2,890
|
|
|
|
|
|
|
|
|
$
|
3,981
|
|
|
|
|
|
Consolidated operating earnings available to common shareholders
(1)
|
|
|
|
|
|
|
|
$
|
5,649
|
|
|
|
|
|
|
|
|
$
|
6,261
|
|
|
|
|
|
|
|
|
$
|
6,560
|
|
|
|
|
|
|
|
|
$
|
5,484
|
|
|
|
|
|
Ratio of free cash flow of all holding companies to consolidated operating earnings
available to common shareholders
(1)
|
|
|
|
|
|
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
73
|
%
|
|
|
|
|
Ratio of net cash provided by operating activities to consolidated net income (loss)
available
to MetLife, Inc.s common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife, Inc. (parent company only) net cash provided by operating activities
|
|
|
|
|
|
|
|
$
|
2,618
|
|
|
|
|
|
|
|
|
$
|
1,865
|
|
|
|
|
|
|
|
|
$
|
2,615
|
|
|
|
|
|
|
|
|
$
|
1,606
|
|
|
|
|
|
Consolidated net income (loss) available to MetLife, Inc.s common shareholders
(2)
|
|
|
|
|
|
|
|
$
|
1,202
|
|
|
|
|
|
|
|
|
$
|
3,246
|
|
|
|
|
|
|
|
|
$
|
6,187
|
|
|
|
|
|
|
|
|
$
|
5,152
|
|
|
|
|
|
Ratio of net cash provided by operating activities (parent company only) to consolidated
net income (loss) available to MetLife, Inc.s common shareholders
(2), (3)
|
|
|
|
|
|
|
|
|
218
|
%
|
|
|
|
|
|
|
|
|
57
|
%
|
|
|
|
|
|
|
|
|
42
|
%
|
|
|
|
|
|
|
|
|
31
|
%
|
|
|
(1)
|
Consolidated operating earnings available to common shareholders for 2015 includes a non-cash charge of $792 million, net of income tax, related to an uncertain tax position. Excluding this charge from the denominator
of the ratio, the adjusted free cash flow ratio would be 63%. See Highlights of 2015 Business Results on page 43 for additional information on this non-cash charge.
|
(2)
|
Consolidated net income (loss) available to MetLife, Inc.s common shareholders for 2015 includes a non-cash charge of $792 million, net of income tax, related to an uncertain tax position. Excluding this charge
from the denominator of the ratio, this ratio, as adjusted, would be 27%.
|
(3)
|
Including the free cash flow of other MetLife, Inc. holding companies of $390 million, $134 million, $228 million and $461 million for the years ended December 31, 2012, 2013, 2014 and 2015, respectively, in the
numerator of the ratio, this ratio, as adjusted, would be 250%, 62%, 46% and 40%, respectively.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
A-7
|
|
|
|
Appendix B
|
|
|
Appendix B Compensation Discussion and Analysis Supplementary Information
Comparator Group and MetLife Revenues, Total Assets and Market Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparator Group Company
|
|
|
|
|
|
|
|
Revenues (1) (3)
|
|
|
|
|
|
Total Assets (1) (4)
|
|
|
|
|
|
Market
Capitalization (2) (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aegon N.V.
5,8
|
|
|
|
|
|
|
|
$ 36,490
|
|
|
|
|
|
$ 513,605
|
|
|
|
|
|
$ 16,282
|
|
|
|
|
Aflac
Incorporated
|
|
|
|
|
|
|
|
$ 22,728
|
|
|
|
|
|
$ 119,767
|
|
|
|
|
|
$ 27,029
|
|
|
|
|
American International Group,
Inc.
|
|
|
|
|
|
|
|
$ 64,406
|
|
|
|
|
|
$ 515,581
|
|
|
|
|
|
$ 77,066
|
|
|
|
|
The Allstate
Corporation
|
|
|
|
|
|
|
|
$ 35,239
|
|
|
|
|
|
$ 108,533
|
|
|
|
|
|
$ 29,365
|
|
|
|
|
American Express Company
6
|
|
|
|
|
|
|
|
$ 34,292
|
|
|
|
|
|
$ 159,103
|
|
|
|
|
|
$ 95,180
|
|
|
|
|
AXA S.A.
5,8
|
|
|
|
|
|
|
|
$111,305
|
|
|
|
|
|
$1,016,483
|
|
|
|
|
|
$ 56,740
|
|
|
|
|
Bank of America Corporation
6
|
|
|
|
|
|
|
|
$ 84,247
|
|
|
|
|
|
$2,104,534
|
|
|
|
|
|
$188,141
|
|
|
|
|
Citigroup Inc.
6
|
|
|
|
|
|
|
|
$ 76,882
|
|
|
|
|
|
$1,842,530
|
|
|
|
|
|
$163,624
|
|
|
|
|
The Hartford Financial Services
Group, Inc.
|
|
|
|
|
|
|
|
$ 18,614
|
|
|
|
|
|
$ 245,013
|
|
|
|
|
|
$ 17,694
|
|
|
|
|
HSBC Holdings plc
5,6
|
|
|
|
|
|
|
|
$ 61,248
|
|
|
|
|
|
$2,634,139
|
|
|
|
|
|
$182,235
|
|
|
|
|
ING Groep N.V.
5,6,7,8
|
|
|
|
|
|
|
|
$ 18,409
|
|
|
|
|
|
$1,195,124
|
|
|
|
|
|
$ 50,512
|
|
|
|
|
JPMorgan Chase & Co.
6
|
|
|
|
|
|
|
|
$ 94,205
|
|
|
|
|
|
$2,573,126
|
|
|
|
|
|
$232,472
|
|
|
|
|
Manulife Financial Corporation
5,9
|
|
|
|
|
|
|
|
$ 46,889
|
|
|
|
|
|
$ 498,289
|
|
|
|
|
|
$ 35,555
|
|
|
|
|
Morgan Stanley
6
|
|
|
|
|
|
|
|
$ 34,275
|
|
|
|
|
|
$ 801,510
|
|
|
|
|
|
$ 75,698
|
|
|
|
|
Prudential Financial
Inc.
|
|
|
|
|
|
|
|
$ 54,105
|
|
|
|
|
|
$ 766,655
|
|
|
|
|
|
$ 41,141
|
|
|
|
|
Sun Life Financial Inc.
5,9
|
|
|
|
|
|
|
|
$ 22,157
|
|
|
|
|
|
$ 192,087
|
|
|
|
|
|
$ 22,099
|
|
|
|
|
The Travelers Companies,
Inc.
|
|
|
|
|
|
|
|
$ 27,162
|
|
|
|
|
|
$ 103,078
|
|
|
|
|
|
$ 34,105
|
|
|
|
|
U.S. Bancorp
6
|
|
|
|
|
|
|
|
$ 19,939
|
|
|
|
|
|
$ 402,529
|
|
|
|
|
|
$ 80,275
|
|
|
|
|
Wells Fargo & Company
6
|
|
|
|
|
|
|
|
$ 84,347
|
|
|
|
|
|
$1,687,155
|
|
|
|
|
|
$283,439
|
|
|
|
|
MetLife
|
|
|
|
|
|
|
|
$ 73,316
|
|
|
|
|
|
$ 902,337
|
|
|
|
|
|
$ 61,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Source (other than AXA S.A.): 2014 Annual Reports on Forms 10-K, 20-F, or 40-F as applicable. Source for AXA S.A.: 2014 Annual Report.
|
3
|
Amounts in millions for fiscal year ended December 31, 2014.
|
4
|
Amounts in millions as of December 31, 2014.
|
5
|
Amounts reported under International Financial Reporting Standards. All other companies information reported under GAAP.
|
6
|
For these companies with banking operations, revenues are shown net of the interest expense associated with deposits, short-term borrowings, trading account liabilities, long-term debt, etc. This is consistent with the
presentation in each companys financial statements.
|
7
|
Total income reported in place of revenues.
|
8
|
Amounts converted from Euros at
1 = U.S.$1.21, the exchange rate as of December 31, 2014.
|
9
|
Amounts converted from Canadian dollars at CAD1 = U.S.$0.86, the exchange rate as of December 31, 2014.
|
|
|
|
MetLife 2016 Proxy Statement
|
|
B-1
|
|
|
|
|
|
Appendix B
|
AVIP Performance Funding Level Formula and 2015 Calculation
The calculation has the following features:
|
|
Operating Earnings is adjusted to eliminate the impact (if any) of variable investment income on an after-tax basis that was higher or lower than the Business Plan goal by 10% or more (
Adjusted Operating
Earnings
).
|
|
|
For each 1% deviation in Adjusted Operating Earnings within 3% above or below Business Plan, the AVIP Performance Funding Level
|
|
moves 1% up or down from 100%. For each 1% deviation outside of that 3% corridor, the Performance Funding Level moves 2.5% up or down from 100%, to a minimum funding level of 50% or maximum
funding level of 150%.
|
|
|
The AVIP Performance Funding Level is zero and no funds are generated for AVIP awards if Adjusted Operating Earnings is less than 50% of the Business Plan Goal.
|
The Companys adjusted Operating Earnings
produced the AVIP Performance Funding Level and resulting amount available for all AVIP awards for 2015 shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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($ in millions)
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Operating Earnings
1
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$6,276
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Add shortfall of variable investment income, to the extent more than 10% lower than the Business Plan target
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$ 98
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Result is Adjusted Operating Earnings
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$6,374
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Business Plan Operating Earnings Goal
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$6,499
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Adjusted Operating Earnings as a percentage of Business Plan Operating Earnings goal
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98.1%
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AVIP Performance Funding Level for performance within 3% below Business Plan goal; each 1% below goal subtracts 1% from a 100% Performance Factor
|
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98.1%
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Total target-performance planning amount of all employees AVIP (the
AVIP Planning Target
)
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$ 502
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Total amount available for all AVIP equals AVIP Performance Funding Level times AVIP Planning Target
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$ 492
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1
|
The 2015 results of Operating Earnings have been adjusted to exclude a non-cash charge of $792 million, net of income tax, related to an uncertain tax position. The Compensation Committee determined to so adjust
Operating Earnings for this purpose. See Annual Incentive Awards on page 55.
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B-2
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MetLife 2016 Proxy
Statement
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Appendix B
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Performance Share Performance Factor Formula
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Annual Operating
ROE
Performance
as a Percentage of
Business Plan Goal
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Performance
Factor
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Below
Threshold
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0-79%
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0%
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Threshold
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80%
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25%
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Target
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100%
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100%
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Maximum
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120%
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175%
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Above
Maximum
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121%+
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175%
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TSR Performance as a
Percentile of Peers
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|
Performance
Factor
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Below
Threshold
|
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0-24th %ile
|
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0%
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Threshold
|
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25th %ile
|
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|
|
25%
|
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|
Target
|
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50th %ile
|
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100%
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Maximum
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87.5th %ile
|
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175%
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Above
Maximum
|
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87.5th-99th %ile
|
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175%
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If the Companys TSR for the performance period is zero or negative, the Committee may cap the entire performance
factor at target.
Performance Share TSR Comparators
|
|
|
Aegon N.V.
Aflac Incorporated
AIA Group Limited
Allianz SE
The Allstate Corporation
American International Group, Inc.
Assicurazioni Generali S.p.A.
Aviva PLC
AXA S.A.
The Dai-ichi Life Insurance Company, Limited
The Hartford Financial Services Group
Inc.
Legal & General Group
PLC
|
|
Lincoln National Corporation
Manulife Financial Corporation
Ping An Insurance (Group) Company of
China, Ltd.
Principal Financial
Group, Inc.
Prudential Financial,
Inc.
Prudential plc
The Travelers Companies, Inc.
Unum Group
Zurich Financial Services
AG
|
|
|
|
MetLife 2016 Proxy Statement
|
|
B-3
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Appendix C
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|
Appendix C Potential Exclusive Forum By-Law
The text below is the text of a potential addition to MetLifes By-Laws that is the subject of Proposal 2Advisory Vote on Exclusive Forum By-Law:
Exclusive Forum
. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation or the Corporations affiliates to the Corporation or the
Corporations stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation or the Corporations affiliates arising pursuant to any provision of the Delaware
General Corporation Law or the Corporations Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the
Corporation or the Corporations affiliates governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction over the action or proceeding, a state court
located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). Any person or entity purchasing or otherwise acquiring or holding any
interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section.
|
|
|
MetLife 2016 Proxy Statement
|
|
C-1
|
200 Park Avenue
New York, NY 10166
www.MetLife.com
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1510-300542 CS
© 2016 METLIFE, INC.
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Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
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|
x
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|
Voting Instructions
Electronic Voting available 24 hours a day, 7 days a week!
Instead of mailing your Proxy Card/Voting Instruction Form, you may choose one of the other voting methods outlined below to vote your Proxy Card/Voting
Instruction Form.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
|
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Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone
telephone
Follow the
instructions provided by the recorded message
Vote by Internet
Go to
www.investorvote.com/MET
Or scan the QR code with your smartphone
Follow the steps outlined on the
secure website
|
Vote by mail
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|
To vote by mail, mark, sign and date your Proxy Card/Voting Instruction Form and return it in the enclosed postage-paid envelope.
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q
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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B
|
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Proposals The following items are more fully described in the Proxy Statement accompanying this card. The Board of Directors has proposed and recommends a vote
FOR
all the nominees listed and
FOR
Proposals 2, 3 and 4. The Board of Directors recommends a vote
AGAINST
Proposals 5 and 6.
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1. Election of Directors:
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For
|
|
Against
|
|
Abstain
|
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For
|
|
Against
|
|
Abstain
|
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|
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For
|
|
Against
|
|
Abstain
|
|
|
|
+
|
|
|
01 - Cheryl W. Grisé
|
|
¨
|
|
¨
|
|
¨
|
|
05 - Alfred F. Kelly, Jr.
|
|
¨
|
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¨
|
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¨
|
|
09 - Catherine R. Kinney
|
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¨
|
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¨
|
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¨
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02 - Carlos M. Gutierrez
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¨
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¨
|
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¨
|
|
06 - Edward J. Kelly, III
|
|
¨
|
|
¨
|
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¨
|
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10 - Denise M. Morrison
|
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¨
|
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¨
|
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¨
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03 - R. Glenn Hubbard
|
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¨
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¨
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¨
|
|
07 - William E. Kennard
|
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¨
|
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¨
|
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¨
|
|
11 - Kenton J. Sicchitano
|
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¨
|
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¨
|
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¨
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04 - Steven A. Kandarian
|
|
¨
|
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¨
|
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¨
|
|
08 - James M. Kilts
|
|
¨
|
|
¨
|
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¨
|
|
12 - Lulu C. Wang
|
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¨
|
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¨
|
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¨
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For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
2. Advisory Vote to Adopt a By-Law Designating Delaware the Exclusive Forum for Certain
Legal Actions
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
5. Shareholder Proposal to Adopt a Policy that the Chairman of the Board Be an Independent Director
|
|
¨
|
|
¨
|
|
¨
|
|
|
3. Ratification of
Appointment of Deloitte & Touche LLP as Independent Auditor for 2016
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
6. Shareholder
Proposal to Adopt Shareholder Right to Act by Written Consent
|
|
¨
|
|
¨
|
|
¨
|
|
|
4. Advisory Vote to Approve
the Compensation Paid to the Companys Named Executive Officers
|
|
¨
|
|
¨
|
|
¨
|
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|
C
|
|
Authorized Signatures THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. Date and Sign Below
|
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full
title.
|
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|
|
Date (mm/dd/yyyy) Please print date below.
|
|
Signature 1 Please keep signature within the
box.
|
|
Signature 2 Please keep
signature within the box.
|
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|
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS B AND C ABOVE. PLEASE COMPLETE SECTION A ON THE OTHER SIDE OF THE CARD IF APPLICABLE.
|
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YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO CAST YOUR VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Common Shareholders
-
Internet and telephone voting are available through 11:59 PM Eastern Time, June 13, 2016.
Proxy Cards submitted by common shareholders who
vote by mail must be received prior to the 2016 Annual Meeting.
MetLife and New England Employee Benefit Plan Participants
- Internet and telephone voting are available until 6:00 PM Eastern Time,
June 10, 2016.
Voting Instruction Forms submitted by plan participants who vote by mail must be received by 6:00 PM, Eastern Time,
June 10, 2016.
Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your Proxy Card/Voting Instruction Form.
Please see reverse for instructions on voting by Internet, telephone or mail.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Chairmans Letter are available at
http://investor.metlife.com
.
Common shareholders may consent to receive MetLife, Inc.s Annual Reports to Shareholders, Proxy Statement and other shareholder communications
electronically at
www.computershare.com/metlife
.
q
IF YOU HAVE
NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
Proxy Card/Voting Instruction Form MetLife,
Inc.
|
|
+
|
Proxy solicited on behalf of the Board of Directors of
MetLife, Inc. for the 2016 Annual Meeting, June 14, 2016
Common Shareholders
The shareholder(s) whose signature(s) appear(s) on the reverse side of this Proxy Card hereby appoint(s) Joseph B. Cohen and Timothy J. Ring, or either of
them, each with full power of substitution, as proxies to vote all shares of MetLife, Inc. Common Stock that the shareholder(s) would be entitled to vote on all matters that may properly come before the 2016 Annual Meeting and at any adjournments or
postponements thereof. The proxies are authorized to vote and will vote in accordance with the specifications indicated by the shareholder(s) on the reverse of this Proxy Card.
If this Proxy Card is signed and returned by the shareholder(s), and
no specifications are indicated, the proxies are authorized to vote as recommended by the Board of Directors of MetLife, Inc.
If this Proxy Card is signed and returned, the proxies appointed thereby will be authorized to vote in their discretion
on any other matters that may be presented for a vote at the 2016 Annual Meeting and at any adjournments or postponements thereof.
Plan
Participants
The Bank of New York Mellon is the Trustee (the Plan Trustee) of (i) the Savings and Investment Plan for Employees of
Metropolitan Life and Participating Affiliates Trust and (ii) the New England Life Insurance Company Agents Retirement Plan and Trust. Each of (i) and (ii) above is referred to herein individually as a Plan.
As a Plan participant, you have the right to direct the Plan Trustee how to vote the shares of MetLife, Inc. Common Stock (Shares) that are
allocated to your Plan account and shown on the reverse of this Voting Instruction Form. The Plan Trustee will hold your instructions in complete confidence except as may be necessary to meet legal requirements.
You may instruct the Plan Trustee how to vote by telephone, Internet or by signing and returning this Voting Instruction Form. See the reverse side of this
form for instructions on how to vote. A postage-paid envelope is enclosed. The Plan Trustee must receive your voting instructions no later than 6:00 p.m., Eastern Time, June 10, 2016, to vote in accordance with the instructions.
The Plan Trustee will vote your Plan Shares in accordance with the specifications indicated by you on the reverse of this Voting Instruction Form.
If the
Plan Trustee does not receive your instructions by 6:00 p.m., Eastern Time, June 10, 2016, or if you sign and return this Voting Instruction Form and no specifications are indicated, the Plan Trustee will vote your Plan Shares in the same proportion
as the Plan Shares for which it has received instructions.
On any matters other than those described on the reverse of this Voting Instruction Form that may be presented for a vote at the 2016 Annual Meeting and any adjournments or postponements
thereof, your Plan Shares will be voted in the discretion of the proxies appointed by the shareholders of MetLife, Inc.
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A
|
|
Non-Voting Items
|
|
|
|
¨
|
|
|
Change of
Address
Please print new address below.
|
|
Meeting Attendance
|
|
|
|
|
|
Mark box to the right if
|
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|
|
you plan to attend the
|
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Annual Meeting.
|
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(Continued and to be marked, dated and
signed, on the other side)
|
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|
|
¢
|
|
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS B AND C ON THE OTHER SIDE OF THE CARD. PLEASE COMPLETE SECTION A ABOVE IF APPLICABLE.
|
|
+
|
|
|
|
|
|
|
|
Meeting Information
|
|
|
|
|
|
Meeting Type:
|
|
Annual Meeting
|
|
|
For holders as of:
|
|
April 19, 2016
|
|
|
Date:
|
|
June 14, 2016
|
|
|
Time:
|
|
11:30 a.m. Eastern Time
|
|
|
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|
|
Location:
|
|
MetLife, Inc.
|
|
|
|
|
1095 Avenue of the Americas
|
|
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|
|
New York, New York 10036
|
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at
http://investor.metlife.com
, scan the QR code on the reverse side, or easily request a paper copy (see below).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
|
|
|
|
See below to obtain proxy materials and the reverse side for voting instructions.
|
*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 14, 2016.
Before You Vote
How to Access the
Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE AND PROXY STATEMENT 2. ANNUAL
REPORT 3. CHAIRMANS LETTER
How to View Online:
Have the information that is printed in the shaded bar above and visit:
http://investor.metlife.com
, or scan the QR code.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose
one of the following methods to make current and future delivery requests.
|
|
|
1)
BY INTERNET:
|
|
www.investorvote.com/MET
|
2)
BY TELEPHONE:
|
|
1-866-641-4276
|
3)
BY E-MAIL*:
|
|
investorvote@computershare.com
|
|
*
|
If requesting materials by e-mail, please send to
investorvote@computershare.com
with Proxy Materials MetLife in the subject line. Include in the message your full name and address, plus the number
located in the shaded bar above, and state in the e-mail that you want a paper or e-mail copy of the current meeting materials. You can also state your preference to receive a paper or e-mail copy for future meetings.
|
Please make the request as instructed above on or before May 31, 2016 to facilitate timely delivery.
C O Y
02B8YH
|
|
|
How To Vote
Please Choose One of the Following Voting Methods
|
|
|
Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to,
the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. The
directions to the location of the 2016 Annual Meeting are available at
http://investor.metlife.com
.
Vote By
Internet:
To vote by Internet, go to
www.investorvote.com/MET
or from a smart phone, scan the QR code above. Have the information that is printed in the shaded bar located on the reverse side available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a Proxy Card/Voting
Instruction Form.
Vote By Telephone:
Call toll free 1-800-652-VOTE (8683) within the USA, US
territories & Canada on a touch tone telephone. Follow the instructions provided by the recorded message.
The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4.
1. Election of Directors
Nominees:
01 - Cheryl W. Grisé
02 - Carlos M. Gutierrez
03
- R. Glenn Hubbard
04 - Steven A. Kandarian
05 - Alfred F. Kelly, Jr.
06
- Edward J. Kelly, III
07 - William E. Kennard
08 - James M. Kilts
09 -
Catherine R. Kinney
10 - Denise M. Morrison
11 - Kenton J. Sicchitano
12
- Lulu C. Wang
2. Advisory Vote to Adopt a By-Law Designating Delaware the Exclusive Forum for Certain Legal Actions
3. Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor for 2016
4. Advisory Vote to Approve the Compensation Paid to the Companys Named Executive Officers
The Board of Directors recommends a
vote AGAINST Proposals 5 and 6.
5. Shareholder Proposal to Adopt a Policy that the Chairman of the Board Be an Independent Director
6. Shareholder Proposal to Adopt Shareholder Right to Act by Written Consent
NOTE:
Such other business as may
properly come before the meeting or any adjournment thereof.
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