UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)
(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
o
Soliciting
Material Pursuant to §240.14a-12
MetLife, Inc.
(Name of Registrant as Specified In
Its Charter)
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Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act
Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by
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Rule 0-11(a)
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was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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MetLife, Inc.
200 Park Avenue, New York, NY 10166
March [ ], 2011
Dear Shareholder:
You are cordially invited to attend MetLife, Inc.s 2011
Annual Meeting, which will be held on Tuesday, April 26,
2011 beginning at 11:30 a.m., Eastern Daylight Time, in the
MetLife Auditorium at the 23rd Floor Conference Center, 1095
Avenue of the Americas, New York, New York.
At the meeting, you will vote on a number of important matters
described in the attached Proxy Statement. You will also act on
such other matters as may properly come before the meeting.
The vote of every shareholder is important. You can assure that
your shares will be represented and voted at the meeting by
signing and returning the enclosed proxy card, or by voting on
the Internet or by telephone. If you choose to vote by mail, we
have included a postage-paid, pre-addressed envelope to make it
convenient for you to do so. The proxy card also contains
detailed instructions on how to vote on the Internet or by
telephone.
Sincerely yours,
C. Robert Henrikson
Chairman of the Board, President
and Chief Executive Officer
MetLife,
Inc.
200 Park Avenue
New York, NY 10166
Notice of
Annual Meeting
The 2011 Annual Meeting of MetLife, Inc. will be held in the
MetLife Auditorium at the 23rd Floor Conference Center, 1095
Avenue of the Americas, New York, New York on Tuesday,
April 26, 2011 at 11:30 a.m., Eastern Daylight
Time. At the meeting, shareholders will consider and vote on the
following matters:
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1.
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the election of four Class III Directors, each for a three
year term;
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2.
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a proposal to amend MetLife, Inc.s Certificate of
Incorporation to declassify its Board of Directors;
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3.
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the ratification of the appointment of Deloitte &
Touche LLP as MetLife, Inc.s independent auditor for 2011;
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4.
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an advisory (non-binding) vote to approve the compensation paid
to the Companys Named Executive Officers;
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5.
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an advisory (non-binding) vote on the frequency of future
advisory votes to approve the compensation paid to the
Companys Named Executive Officers; and
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6.
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such other matters as may properly come before the meeting.
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Information about the matters to be acted upon at the meeting is
contained in the accompanying Proxy Statement.
Holders of record of MetLife, Inc. common stock at the close of
business on March 1, 2011 will be entitled to vote at the
Annual Meeting.
By Order of the Board of Directors,
Christine M. DeBiase
Vice President and Secretary
New York, New York
March [ ], 2011
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to be held on April 26, 2011
The Proxy Statement, the MetLife, Inc. 2010 Annual Report to
Shareholders, and directions to the location of the 2011 Annual
Meeting are available at
http://investor.metlife.com
by selecting the appropriate category under Related
Links.
Table of
Contents
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A-1
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B-1
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MetLife 2011
Proxy Statement
This Proxy Statement contains information about the 2011 Annual
Meeting of MetLife, Inc. (
MetLife
or the
Company
),
which will be held in the MetLife Auditorium at the
23rd Floor Conference Center, 1095 Avenue of the Americas,
New York, New York on Tuesday, April 26, 2011 at
11:30 a.m., Eastern Daylight Time.
This Proxy Statement and the accompanying proxy card, which
are furnished in connection with the solicitation of proxies by
MetLifes Board of Directors, are being mailed and made
available electronically to shareholders on or about
March [ ], 2011.
Matters to be
voted on at the Annual Meeting.
The following five matters will be presented for shareholder
consideration and voting at the 2011 Annual Meeting:
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Proposal 1: Election of
Directors
the election of four
Class III Directors;
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Proposal 2: Amend the Certificate of
Incorporation to Declassify the Board of
Directors
a proposal to amend
MetLifes Certificate of Incorporation to declassify its
Board of Directors;
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Proposal 3: Ratification of the
Appointment of Independent Auditors
the
ratification of the appointment of Deloitte & Touche
LLP as MetLifes independent auditor for 2011;
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Proposal 4: Advisory Vote to Approve the
Compensation Paid to the Companys Named Executive
Officers
a non-binding vote on the proposal
to approve the compensation paid to the Companys Named
Executive Officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission
(SEC)
, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion as
disclosed in this Proxy Statement; and
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Proposal 5: Advisory Vote on the Frequency
of Future Advisory Votes to Approve the Compensation Paid to the
Companys Named
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Executive Officers
a non-binding vote
on the frequency of future advisory votes to approve the
compensation paid to the Companys Named Executive
Officers, as disclosed in future proxy statements pursuant to
the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, compensation tables and
narrative discussion.
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The Board of Directors recommends that you vote
FOR
Proposals 1, 2, 3 and 4, and vote in favor of a
ONE YEAR
frequency for future advisory votes on executive
compensation on Proposal 5.
The Board is not aware of any matters to be presented for a vote
at the 2011 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.
Your vote is
important.
Whether or not you plan to attend the 2011 Annual Meeting,
please take the time to vote your shares of MetLife, Inc. common
stock (
Shares
) as soon as possible. If you wish to return
your completed proxy card by mail, the Company has included a
postage-paid, pre-addressed envelope for your convenience. You
also may vote your Shares on the Internet or by using a
toll-free telephone number (see the proxy card for complete
instructions).
1
MetLife 2011
Proxy Statement
Holders of record
of Shares are entitled to vote.
All holders of record of Shares at the close of business on the
March 1, 2011 record date are entitled to vote at the 2011
Annual Meeting.
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 attend the 2011 Annual Meeting and vote in
person.
Shareholders of record also may vote their Shares by mail, on
the Internet or by telephone. If you choose to vote your Shares
by mail, your proxy card must be received by MetLife,
c/o BNY
Mellon Shareowner Services, P.O. Box 3523, South
Hackensack, NJ
07606-9223
prior to the 2011 Annual Meeting. Voting on the Internet or by
telephone will be available through 11:59 p.m., Eastern
Daylight Time, April 25, 2011. Instructions about these
ways to vote appear on your proxy card. If you vote on the
Internet or by telephone, please have your 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 Proposals 1, 2, 3 and 4, and vote your
Shares in favor of a ONE YEAR frequency for future advisory
votes on executive compensation on Proposal 5.
Holders in street name.
If you are a
beneficial owner whose Shares are held in street
name (i.e., in a stock brokerage account or by a bank or
other nominee) and you wish to vote in person at the 2011 Annual
Meeting, you will have to 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 certain of the matters to be presented for a vote.
Pursuant to New York Stock
Exchange rules, brokers do not have the discretion to vote
their clients Shares on Proposals 1, 4 and 5. 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 4 for additional details. Contact
your bank, broker or other nominee directly if you have
questions.
Attending the
2011 Annual Meeting.
MetLife shareholders of record or their duly appointed proxies
are entitled to attend the 2011 Annual Meeting. If you are a
MetLife shareholder of record and wish to attend the meeting,
please so indicate on the proxy card or as prompted by the
telephone or Internet voting systems and an admission card will
be sent to you. On the day of the meeting, please bring your
admission card with you to gain entrance to the MetLife
Auditorium at the 23rd Floor Conference Center, 1095 Avenue
of the Americas, New York, New York.
Beneficial owners whose Shares are held in street
name 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
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 would be acceptable proof.
Changing your
vote or revoking your proxy after it is submitted.
You may change your vote or revoke your proxy by:
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signing another proxy card with a later date and returning it so
that it is received by MetLife,
c/o BNY
Mellon Shareowner Services, P.O. Box 3523, South
Hackensack,
NJ 07606-9223
prior to the 2011 Annual Meeting;
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sending your notice of revocation so that it is received by
MetLife,
c/o BNY
Mellon Shareowner Services, P.O. Box 3523, South
Hackensack, NJ
07606-9223
prior to the 2011 Annual Meeting or sending your notice of
revocation to MetLife via the Internet at
www.proxyvoting.com/met
no later than 11:59 p.m.,
Eastern Daylight Time, April 25, 2011;
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2
MetLife 2011
Proxy Statement
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subsequently voting on the Internet or by telephone no later
than 11:59 p.m., Eastern Daylight Time, April 25,
2011; or
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attending the 2011 Annual Meeting and voting in person.
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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 Trust
which is invested in
the MetLife Company Stock Fund. It is also the trustee of the
portion of each the following plans which is invested in the
MetLife Company Stock Fund: the
New England Life Insurance
Company 401(k) Savings Plan and Trust
, the
New England
Life Insurance Company Agents Retirement Plan and
Trust
, and the
New England Life Insurance Company
Agents Deferred Compensation Plan and Trust
. 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 Daylight Time, April 22, 2011. 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.
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, which would include the six proposals described in this
Proxy Statement that are to be voted on at the 2011 Annual
Meeting, the trust agreement directs the trustee to vote the
Shares held in the trust as recommended or directed by the
Companys Board of Directors.
Shares
outstanding and entitled to vote at the 2011 Annual
Meeting.
There were 989,614,394 Shares outstanding as of the
March 1, 2011 record date. Each of those Shares is entitled
to one vote on each matter to be voted on at the 2011 Annual
Meeting. ALICO Holdings LLC (
Seller
) was the holder as of
the record date of 78,239,712 Shares. Although Seller is no
longer a holder of Shares as of March 8, 2011, it is
entitled to vote the Shares it held as of the record date.
Seller has agreed to vote its Shares in the same proportion as
the Shares voted by all other holders of Shares.
Quorum.
To conduct business at the 2011 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.
Vote required to
elect Directors; majority voting standard in Director
elections.
If a quorum is present at the meeting, a plurality of the Shares
voting will be sufficient under Delaware corporation law to
elect the Class III Director nominees, each for a
three-year term (Proposal 1). This means that the nominees
who receive the largest number of votes cast are elected as
Directors, up to the maximum number of Directors to be elected
at the meeting.
The Companys By-Laws provide that in an uncontested
election, such as the election of Directors at the 2011 Annual
Meeting, any incumbent Director who is a nominee for election as
Director who receives a greater number of votes
withheld from 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 tendered resignation. The Boards
decision and, if applicable, the reasons for rejecting the
tendered resignation, will be
3
MetLife 2011
Proxy Statement
disclosed in a Current Report on
Form 8-K
filed with the SEC.
Vote required to
approve matters other than the election of Directors
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Proposal 2
An amendment to the
Certificate of Incorporation to declassify the Board of
Directors requires the affirmative vote of the holders of at
least three-quarters of the outstanding Shares. Abstentions and
broker non-votes will have the same effect as a vote
against the approval of this proposal.
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Proposal 3
A majority of the Shares
voting will be sufficient to ratify the appointment of
Deloitte & Touche LLP as MetLifes independent
auditor for 2011.
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Proposal 4
A majority of the Shares
voting will be sufficient to approve the advisory vote to
approve the compensation paid to the Companys Named
Executive Officers.
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Proposal 5
The results of the advisory
vote on the frequency of future advisory votes to approve the
compensation paid to the Companys Named Executive Officers
will reflect all of the votes cast for each alternative
presented, including any abstentions.
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Tabulation of
abstentions and broker non-votes
If a shareholder abstains from voting as to a particular matter,
the shareholders Shares will not be counted as voting for
or against that matter, but the abstention will have the same
effect as a vote against Proposal 2.
Abstentions are not treated as votes cast on Proposals 3
and 4 and will, therefore, have no effect on the adoption of
those Proposals. For Proposal 5, the results will reflect
all votes cast, including any abstentions. See
Vote required to approve matters other than
the election of Directors above. If brokers or other
shareholders of record return a proxy card indicating that they
do not have discretionary authority to vote as to a particular
matter, those 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.
Proposals 2 and 3 are considered routine and may be voted
upon by your broker if you do not submit voting instructions.
However, pursuant to New York Stock Exchange rules,
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,
4 and 5 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:
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Proposal 1
Election of Directors;
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Proposal 4
Advisory Vote to
Approve the Compensation Paid to the Companys Named
Executive Officers; and
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Proposal 5
Advisory Vote on the
Frequency of Future Advisory Votes to Approve the Compensation
Paid to the Companys Named Executive Officers.
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Abstentions and broker non-votes will be counted to determine
whether a quorum is present.
Inspector of
Election and confidential voting.
The Board of Directors has appointed IVS Associates, Inc.
to act as Inspector of Election at the 2011 Annual Meeting. The
Companys By-Laws provide for confidential voting.
Directors attendance at annual meetings.
Directors are expected to attend annual meetings of
shareholders, and 13 out of 15 Directors attended the 2010
Annual Meeting, including two Directors who retired from the
Board at the time of the meeting.
Cost of
soliciting proxies for the 2011 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 $12,500, plus expenses. The Company also
will reimburse banks, brokers or other nominees for their costs
of sending the
4
MetLife 2011
Proxy Statement
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.
5
MetLife 2011
Proxy Statement
Shareholder
proposals deadline for submission of shareholder
proposals for the 2012 Annual Meeting.
Rule 14a-8
of the Securities Exchange Act of 1934, as amended (
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 2012 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 November [ ], 2011. Proposals must
comply with all the requirements of
Rule 14a-8.
A shareholder who wishes to present a matter for action at
MetLifes 2012 Annual Meeting, but chooses not to do so
under
Rule 14a-8,
must deliver to the Corporate Secretary of MetLife on or before
December 28, 2011, 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 2011 Annual Meeting.
The preliminary voting results will be announced at the 2011
Annual Meeting. The final voting results will be published in a
Form 8-K
filed by the Company with the SEC within the time prescribed by
SEC rules.
Electronic
delivery of the Proxy Statement and Annual Report to
Shareholders.
If you are a shareholder of record, you may elect to receive
future annual reports to shareholders and proxy statements
electronically by consenting to electronic delivery online at:
www.bnymellon.com/shareowner/equityaccess.
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.bnymellon.com/shareowner/equityaccess
or by writing
to MetLife, Inc.,
c/o BNY
Mellon Shareowner Services, P.O. Box 3523, South
Hackensack,
NJ 07606-9223.
In the United States, you also may provide such notice by
calling toll free
1-800-649-3593.
If you hold your Shares in street name through a
bank, broker or other holder of record, refer to the information
provided by that entity for instructions on how to elect this
option.
Principal
executive offices.
The principal executive offices of MetLife, Inc. are located at
200 Park Avenue, New York, NY 10166.
Communications
with the Companys Directors.
The Board of Directors provides procedures through which
shareholders may send written communications to individual
Directors or the Board of Directors, as well as procedures
through which interested parties may submit communications to
the Non-Management Directors and the Audit Committee of the
Board of Directors. 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.
6
MetLife 2011
Proxy Statement
MetLifes
Annual Report on
Form 10-K.
To obtain without charge a copy of the Companys
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010, address your
request to MetLife Investor Relations, MetLife, Inc., 1095
Avenue of the Americas, New York, NY 10036, or
call
1-800-753-4904.
The 2010
Form 10-K
may also be accessed on the Internet at
http://investor.metlife.com
by selecting Financial Information, SEC Filings, MetLife, Inc.
View SEC Filings, and at the SECs website at
www.sec.gov.
7
MetLife 2011
Proxy Statement
At the 2011 Annual Meeting, four Class III Directors will
be elected for a term ending at the Companys 2014 Annual
Meeting. Each Class III nominee is currently serving as a
Director of MetLife and has agreed to continue to serve if
elected. The Board of Directors has no reason to believe that
any nominee would be unable to serve if elected; however, if for
any reason a nominee should become unable to serve at or before
the 2011 Annual Meeting, the Board could reduce the size of the
Board or nominate another candidate for election. If the Board
were to nominate another candidate to stand for election at the
2011 Annual Meeting, the proxies could use their discretion to
vote for that candidate.
At the 2011 Annual Meeting, the Company is also seeking
shareholder approval to amend the Companys Certificate of
Incorporation in order to phase in the declassification of the
Board and provide for the annual election of all Directors
beginning at the 2014 Annual Meeting. For additional information
about the classes of Directors and the proposed declassification
of the Board of Directors, see Proposal 2
Approval of Amendments to the Certificate of Incorporation to
Declassify MetLifes Board of Directors beginning on
page 15 and Corporate Governance
Information About the Board of Directors
Declassification of the Board of Directors to Elect All
Directors Annually beginning on page 17.
The Board of
Directors recommends that you vote FOR the election of each of
the following Class III Director Nominees:
Sylvia Mathews Burwell
, age 45, is President of the
Global Development Program at The Bill and Melinda Gates
Foundation. Ms. Burwell joined the Foundation in 2001 as
Executive Vice President and served as its Chief Operating
Officer from 2002 to April 2006. Prior to joining the
Foundation, she served as Deputy Director of the Office of
Management and Budget in Washington, D.C. from 1998.
Ms. Burwell served
as Deputy Chief of Staff to President Bill Clinton from 1997 to
1998, and was Chief of Staff to Treasury Secretary Robert Rubin
from 1995 to 1997. She also served as Staff Director for the
National Economic Council from 1993 to 1995. Ms. Burwell
was Manager of President Clintons economic transition
team. Prior to that, she was an Associate at McKinsey and
Company from 1990 through 1992. She is a member of the Board of
Directors of the Council on Foreign Relations, a member of the
Aspen Strategy Group, the Trilateral Commission and the Nike
Foundation Advisory Group, a member of the Board of the Alliance
for a Green Revolution in Africa, an Advisory Board member for
the Next Generation Initiative and the Peter G. Peterson
Foundation, and a member of the Professional Advisory Board for
the ALS Evergreen Chapter. Ms. Burwell received a
bachelors degree in government, cum laude, from Harvard
University in 1987 and a bachelors degree in philosophy,
politics and economics from Oxford University, where she was a
Rhodes Scholar. Ms. Burwell has been a Director of MetLife
and Metropolitan Life Insurance Company since 2004.
Ms. Burwells unique combination of experience in
financial consulting, government service and as a senior
executive of a charitable foundation with activities around the
world give her an informed perspective on global financial,
business and philanthropic activities and diverse cultural
considerations that may impact MetLife as a global provider of
insurance and financial products and services. Her background
and experience also enhance her understanding of the
Companys and MetLife Foundations contributions to
civic, educational and charitable organizations.
Eduardo Castro-Wright
, age 56, has been Vice
Chairman of Wal-Mart Stores, Inc. since November 2008 and
President and Chief Executive Officer of its Global.com and
Global Sourcing organizations since June 2010.
Mr. Castro-Wright joined Wal-Mart in 2001 and
8
MetLife 2011
Proxy Statement
worked in Mexico through 2005, first as President and later as
Chief Executive Officer of Wal-Mart de Mexico. He then joined
Wal-Mart in the U.S. as Chief Operating Officer of the
Wal-Mart Stores division in early 2005 and served as President
and Chief Executive Officer of the Wal-Mart Stores division from
2005 to 2010. Previously, he was the President and Chief
Executive Officer of Honeywell Transportation and Power Systems
Worldwide. Prior to that, he was President of Honeywell
Asia/Pacific. Mr. Castro-Wright also held several
leadership positions at Nabisco, Inc., including President of
Nabisco Asia/Pacific, as well as President and Chief Executive
Officer of the companys businesses in Venezuela and
Mexico. Mr. Castro-Wright is a member of the Boards of
Directors of the Retail Industry Leaders Association, and CARE
USA. He previously served as a Director of Dow Jones &
Company from 2006 to 2007. He received a bachelor of science
degree in mechanical engineering from Texas A&M University.
Mr. Castro-Wright has been a Director of MetLife and
Metropolitan Life Insurance Company since March 2008.
Mr. Castro-Wrights experience as a senior executive
of one of the worlds largest companies and as a leader of
businesses in a variety of countries and industries has given
him global experience and an understanding of issues, challenges
and risks of doing business in multiple jurisdictions in the
United States and internationally. In addition, as a senior
executive of a corporation with hundreds of thousands of
employees, he is knowledgeable about employee benefits. His
particular combination of knowledge and experience is relevant
to the Boards oversight of the management of the Company,
which is a major global provider of insurance and employee
benefit products and services.
Cheryl W. Grisé
, age 58, was Executive Vice
President of Northeast Utilities, a public utility holding
company, from December 2005 until her retirement effective June
2007, Chief Executive Officer of its principal operating
subsidiaries from September 2002 to January 2007, President of
the Utility Group of Northeast Utilities Service Company from
May 2001 to January 2007, President of the Utility Group of
Northeast Utilities from May 2001 to December 2005, and
Senior Vice President, Secretary and General Counsel of
Northeast Utilities from 1998 to 2001. Ms. Grisé is a
Director of Pall Corporation and Pulte Homes, Inc. She also
serves on the Boards of the University of Connecticut Foundation
and the Kingswood-Oxford School, and is a Senior Fellow of the
American Leadership Forum. She previously served as a Director
of Dana Corporation from 2002 to 2008. She received a bachelor
of arts degree from the University of North Carolina at
Chapel Hill and a law degree from Thomas Jefferson School of
Law, and has completed the Yale Executive Management Program.
Ms. Grisé has been a Director of MetLife and
Metropolitan Life Insurance Company since 2004. She became the
Lead Director of MetLife on February 1, 2010.
Ms. Grisés experience as the chief executive
officer of a major enterprise subject to complex and multiple
regulatory requirements and constraints provided her with a
substantive understanding of the challenges of managing a highly
regulated business such as MetLife. The combination of her
executive experience and her earlier experience as a general
counsel and corporate secretary provide her with a unique
perspective on the Boards responsibility for overseeing
the management of a regulated business with global operations as
well as the Boards roles and responsibilities with respect
to the effective functioning of the Companys corporate
governance structures.
Lulu C. Wang
, age 66, is Chief Executive Officer of
Tupelo Capital Management LLC, an investment management firm
which she founded in 1997. Ms. Wang has been engaged in
professional money management since 1972. Prior to founding
Tupelo Capital Management, she served as Director and Executive
Vice President of Jennison Associates Capital Corporation.
Before joining Jennison in 1988, Ms. Wang oversaw equities
management at Equitable Capital Management as Senior Vice
President and Managing Director. Ms. Wang serves on the
Boards of the Asia Society, Columbia Business School,
Metropolitan Museum of Art, Rockefeller University, New York
Public Radio and the Committee of 100. She also serves as
Trustee Emerita of Wellesley College and as a Consulting
Director of the New York Community Trust.
9
MetLife 2011
Proxy Statement
Ms. Wang received her bachelor of arts degree from
Wellesley College and her masters in business administration
from Columbia Business School. Ms. Wang has been a Director
of MetLife and Metropolitan Life Insurance Company since March
2008.
Ms. Wangs extensive experience in investment
management and financial services, her knowledge and
understanding of global markets for financial products,
particularly in Asia, and her service on the boards and
investment committees of major educational and civic
organizations have given her a perspective that is particularly
relevant to the MetLife Board of Directors oversight of
the Company, a global provider of insurance and financial
products and services, as well as a deep understanding of the
importance of MetLifes and MetLife Foundations
contributions to community institutions.
The following
Class I Directors have previously been elected to terms
that expire as of the 2012 Annual Meeting:
C. Robert Henrikson
, age 63, has been Chairman,
President and Chief Executive Officer of MetLife and
Metropolitan Life Insurance Company since April 25, 2006.
Previously, he was President and Chief Executive Officer of
MetLife and Metropolitan Life Insurance Company from
March 1, 2006, President and Chief Operating Officer of the
Company from June 2004, and President of its U.S. Insurance
and Financial Services businesses from July 2002 to June 2004.
He served as President of Institutional Business of MetLife from
September 1999 to July 2002 and President of Institutional
Business of Metropolitan Life Insurance Company from May 1999 to
June 2002. During his more than
38-year
career with MetLife, Mr. Henrikson has held a number of
senior positions in the Companys Individual, Group and
Pension businesses. In July 2010, Mr. Henrikson was
appointed by President Barack Obama to the Presidents
Export Council, the principal national advisory committee on
international trade. Mr. Henrikson is a former Chairman and
a current Director of the American Council of Life Insurers, a
former Chairman and a current Board member of the Financial
Services Forum, a Director Emeritus of the American Benefits
Council,
Chairman of the Board of the Wharton Schools
S.S. Huebner Foundation for Insurance Education, and a
Trustee of the American Museum of Natural History. He also
serves on the Board of Trustees of Emory University and the
Boards of Directors of The New York Philharmonic, The New York
Botanical Garden, and the Partnership for New York City.
Mr. Henrikson received a bachelors degree from the
University of Pennsylvania and a law degree from Emory
University School of Law. In addition, he is a graduate of the
Wharton Schools Advanced Management Program. He has been a
Director of MetLife since April 26, 2005 and a Director of
Metropolitan Life Insurance Company since June 1, 2005.
Mr. Henriksons more than 38 years of experience
with the Company, which includes diverse positions of increasing
responsibility, leading to his role as Chief Executive Officer,
have provided him with an in-depth understanding of the
Companys businesses and global operations and given him
insight into the Companys strategic direction and
leadership selection.
John M. Keane
, age 68, is a Senior Partner of SCP
Partners, a venture capital firm, and President of GSI, LLC, an
independent consulting firm. General Keane served in the
U.S. Army for 37 years. He was Vice Chief of Staff and
Chief Operating Officer of the Army from 1999 until his
retirement in October 2003. He is a Director of General Dynamics
Corporation, MacAndrews & Forbes Holdings, Inc. and
Cyalume Technologies Holdings, Inc. He also is a military
contributor and analyst with Fox News, member of the United
States Department of Defense Policy Board, member of the Council
on Foreign Relations, and Chairman of the Senior Executive
Committee of the Army Aviation Association of America. He also
serves on the Boards of the Knollwood Foundation, the Army
Heritage Foundation, the George C. Marshall Foundation, the Rand
Corporation, the Welcome Back Veterans Foundation, American
Corporate Partners, the Center for Strategic and Budgetary
Assessments, and the Institute for the Study of War. He
previously served as a member of the Board of Managers of Allied
Security Holdings LLC from 2005 to 2008. General Keane received
a bachelors degree in accounting from Fordham University
and a masters degree in philosophy from
10
MetLife 2011
Proxy Statement
Western Kentucky University. General Keane has received honorary
doctorate degrees in law and public service from Fordham
University and Eastern Kentucky University, respectively.
General Keane has been a Director of MetLife and Metropolitan
Life Insurance Company since 2003.
General Keanes roles as chief operating officer of one of
the worlds largest military organizations and as an
advisor to high levels of government demonstrate and reflect his
recognized ability to understand, assess and communicate the
strategic leadership, organizational dynamics and managerial
capabilities which are particularly relevant to the Boards
role in overseeing the process for selecting, developing and
assuring appropriate continuity of the senior executive
leadership which is responsible for managing the Companys
businesses and operations.
Catherine R. Kinney
, age 59, retired from NYSE
Euronext in March 2009. She had served in Paris, France from
July 2007 until 2009, responsible for overseeing the
companys global listing program, marketing and branding.
She was President and Co-Chief Operating Officer of the New York
Stock Exchange from 2002 to 2008. Ms. Kinney joined the New
York Stock Exchange in 1974 and held management positions in
several divisions, including responsibility for all client
relationships from 1996 to 2007, trading floor operations and
technology from 1987 to 1996, and regulation from 2002 to 2004.
Ms. Kinney serves on the Boards of Directors of NetSuite,
Inc., MSCI, Inc., Georgetown University, Catholic Charities, The
New York City Ballet, and Sharegift USA. She served on the Board
of Directors of Depository Trust Company from 2003 to 2007.
She is a member of the Economic Club of New York.
Ms. Kinney graduated Magna Cum Laude from Iona College and
completed the Advanced Management Program, Harvard Graduate
School of Business. She has received honorary degrees from
Georgetown University, Fordham University, and Rosemont College.
Ms. Kinney became a Director of MetLife and Metropolitan
Life Insurance Company in April 2009 after having
previously served on those Boards from 2002 to 2004.
Ms. Kinneys experience as a senior executive and
chief operating officer of a multinational regulated
entity and her key role in transforming the New York Stock
Exchange to a publicly held company together with her leadership
in developing and establishing the NYSE corporate governance
standards for its listed companies, including MetLife,
demonstrate a knowledge of and experience with issues of
corporate development and transformation and corporate
governance that are relevant to assuring that the Board
establishes and maintains effective governance structures that
are appropriate for a global provider of insurance and financial
products and services.
Hugh B. Price
, age 69, has been the John L.
Weinberg/Goldman Sachs Visiting Professor of Public and
International Affairs at the Woodrow Wilson School of Princeton
University since August 2008. He also has been a Senior Fellow
of the Brookings Institution since February 2006. Previously, he
was a Senior Advisor to the law firm of DLA Piper Rudnick Gray
Cary US LLP from September 2003 until September 2005 and served
as President and Chief Executive Officer of the National Urban
League, Inc. from 1994 to April 2003. Mr. Price is a
Director of Verizon Communications, Inc. and a Director of the
Jacob Burns Film Center. Mr. Price received a
bachelors degree from Amherst College and received a law
degree from Yale Law School. He has been a Director of MetLife
since 1999 and a Director of Metropolitan Life Insurance Company
since 1994.
Mr. Prices management and leadership positions as the
chief executive officer of an historic civil rights organization
and at for-profit business enterprises and his prominence as an
advisor and expert on the development of positive community
values promoting achievement, diversity and inclusion as
business imperatives have provided Mr. Price with expertise
in enterprise management and corporate responsibility that is
relevant to the Boards oversight of the Companys
business management as well as its historic and current
commitment to community and civic values and development.
11
MetLife 2011
Proxy Statement
Kenton J. Sicchitano
, age 66, was a Global Managing
Partner of PricewaterhouseCoopers LLP, an audit/assurance,
business advisory and tax services firm, until his retirement in
June 2001. Mr. Sicchitano joined Price Waterhouse LLP, a
predecessor firm of PricewaterhouseCoopers LLP, in 1970, and
after becoming a partner in 1979, held various leadership
positions within the firm until he retired in 2001. He is a
Director of PerkinElmer, Inc. and Analog Devices, Inc. At
various times from 1986 to 1995, he served as a Director
and/or
officer of a number of
not-for-profit
organizations, including as President of the Harvard Business
School Association of Boston, Director of the Harvard Alumni
Association and the Harvard Business School Alumni Association,
Director and Chair of the Finance Committee of New England
Deaconess Hospital and a Trustee of the New England Aquarium.
Mr. Sicchitano received a bachelors degree from
Harvard College and a masters degree in business
administration from Harvard Business School. Mr. Sicchitano
has been a Director of MetLife and Metropolitan Life Insurance
Company since 2003.
Mr. Sicchitanos experience as a managing partner in a
global advisory services firm and his oversight of the
firms audit practices as well as his oversight of the
firms Audit/Assurance, Business Advisory and Tax Services
have provided him with an understanding of the challenges and
opportunities of managing a global business enterprise and a
broad knowledge of the accounting and tax issues that are
relevant to the Boards oversight of the management of
MetLife, a global insurance and financial services firm.
The following
Class II Directors have previously been elected to terms
that expire as of the 2013 Annual Meeting:
R. Glenn Hubbard, Ph.D.
, age 52, has been
the Dean of the Graduate School of Business at Columbia
University since 2004 and the Russell L. Carson Professor of
Economics and Finance since 1994. Dr. Hubbard has been a
professor of the Graduate School of Business at Columbia
University since 1988 and a professor of the Faculty of Arts and
Sciences of Columbia University since 1997. From 2001 to 2003,
Dr. Hubbard served as Chairman of the
Presidents Council of Economic Advisers and Chairman of
the Economic Policy Committee of the Organization for Economic
Cooperation and Development. He was Deputy Assistant Secretary
of the Treasury for Tax Analysis from 1991 to 1993.
Dr. Hubbard is a member of the Boards of Directors of
Automatic Data Processing, Inc., BlackRock Closed-End Funds and
KKR Financial Holdings LLC. He also is a member of the Panel of
Economic Advisors for the Federal Reserve Bank of New York,
member of the Council on Foreign Relations, and a member of the
Advisory Board of the National Center on Addiction and Substance
Abuse, and serves as an Elder of Fifth Avenue Presbyterian
Church, New York. He previously served as a Director of
Capmark Financial Corporation
(2006-2008),
Information Services Group, Inc.
(2006-2008),
Duke Realty Corporation
(2004-2008),
Dex Media, Inc.
(2004-2006),
and R.H. Donnelley Corporation (2006). Dr. Hubbard holds a
Ph.D. and masters degree in economics from Harvard
University, and a bachelor of arts degree and a bachelor of
sciences degree from the University of Central Florida. He has
been a Director of MetLife and Metropolitan Life Insurance
Company since February 2007.
Dr. Hubbards experience as an economic policy advisor
to the highest levels of governmental, academic and financial
regulatory bodies demonstrates his recognized deep knowledge and
understanding of the significance and impact of regulatory and
economic policy on business operations and management, which is
relevant to the Boards understanding of the impact of
global economic conditions and economic and regulatory policies
on MetLife, a global provider of insurance and financial
products and services.
Alfred F. Kelly, Jr.
, age 52, was the President
of American Express Company, where he had responsibility for the
companys global consumer businesses, including consumer
and small business cards, customer service, global banking,
prepaid products, consumer travel and risk and information
management, until his retirement in April 2010 after
23 years. Previously, he was a Group President responsible
for several key businesses, including U.S. consumer and
small business cards, U.S. customer service and risk
management. From 1985 to 1987, Mr. Kelly
12
MetLife 2011
Proxy Statement
served as head of information systems at the White House where
he oversaw the information processing functions for several
government agencies that comprise the Executive Office of the
President. Prior to that, he held various positions in
information systems and strategic and financial planning at
PepsiCo. He is a member of the Boards of Trustees of New
York-Presbyterian Hospital and St. Josephs Seminary and
College, and a member of the Board of Directors of the New York
Catholic Foundation. He also serves as Vice Chairman of the Wall
Street Charity Golf Classic, an event that benefits the Cystic
Fibrosis Foundation. He previously served as a Director of The
Hershey Company from 2005 to 2007. Mr. Kelly holds bachelor
of arts and masters degrees in business administration from Iona
College. Mr. Kelly has been a Director of MetLife and
Metropolitan Life Insurance Company since June 2009.
Mr. Kellys experience as a senior executive of a
global financial services business together with his government
service have given him a sophisticated understanding of risk
management and mitigation, marketing, information technology and
data management and the considerations of shareholder value
creation that are relevant to the Boards oversight of the
management of an insurance company with global businesses and
operations.
James M. Kilts
, age 63, has been a Partner,
Centerview Partners Management, LLC, a private equity and
financial advisory firm, since October 2006. He had been Vice
Chairman of the Board of The Procter & Gamble Company
from October 2005, following the merger of The Gillette Company
with Procter & Gamble, until October 2006. Previously
and, until October 2005, he had served as Chairman of the Board,
Chief Executive Officer and President of Gillette since January
2001, February 2001 and November 2003, respectively. Prior to
joining Gillette, Mr. Kilts was President and Chief
Executive Officer of Nabisco Group Holdings Corp. from December
1999 until it was acquired in December 2000 by Philip Morris
Companies Inc., now Altria Group Inc. He was President and Chief
Executive Officer of Nabisco Holdings Corp. and Nabisco Inc.
from January 1998 to December 1999. Before that, he
was an Executive Vice President, Worldwide Food, Philip Morris,
from 1994 to 1997 and served as President of Kraft USA from 1989
to 1994. Previously, he served as President of Kraft Limited in
Canada and as Senior Vice President of Kraft International.
Mr. Kilts began his business career with General Foods
Corporation in 1970. Mr. Kilts is a member of the Boards of
Directors of Pfizer, Inc. and MeadWestvaco Corporation, and
Chairman of the Supervisory Board of the Nielsen Company, a
leading global and information media company. He also is a
member of the Board of Overseers of Weill Cornell Medical
College. He serves on the Boards of Trustees of Knox College and
the University of Chicago and is a member of the Advisory
Council of the University of Chicago Booth School of Business.
Mr. Kilts previously served as a Director of Whirlpool
Corporation from 1999 to 2005, Director of May Department Stores
Company from 1998 to 2005, and Director of The New York Times
Company from 2005 to 2008. He also is a past Chairman of the
Grocery Manufacturers Association. He is a graduate of Knox
College and earned a master of business administration degree
from the University of Chicago. Mr. Kilts has been a
Director of MetLife and Metropolitan Life Insurance Company
since 2005.
Mr. Kilts experience as a senior executive of several
major consumer product companies with global sales and
operations together with his experience as the founding partner
of a private equity and financial advisory firm have given him a
perspective on and a deep understanding of the business
challenges and opportunities of diversified global enterprises
and the related financial, risk management and shareholder value
creation considerations that are relevant to the Boards
oversight of the management of an insurance company with global
businesses and operations.
David Satcher, M.D., Ph.D.
, age 70, is the
Director of the Satcher Health Leadership Institute and the
Center of Excellence on Health Disparities at the Morehouse
School of Medicine (
MSM
), where he also occupies the
Poussaint-Satcher-Cosby Chair in Mental Health. From December
2004 to July 2006, Dr. Satcher served as the President of
MSM. From September 2002 to December 2004, Dr. Satcher was
the Director of the National Center for Primary
13
MetLife 2011
Proxy Statement
Care at MSM. Dr. Satcher completed his four-year term as
the 16th Surgeon General of the United States in February
2002, after which he served as a Senior Visiting Fellow with the
Kaiser Family Foundation until he assumed the post of Director
of the National Center for Primary Care. Dr. Satcher served
as the U.S. Assistant Secretary for Health from 1998 to
January 2001, and from 1993 to 1998, he was the Director of the
Centers for Disease Control and Prevention and the administrator
of the Agency for Toxic Substances and Disease Registry.
Dr. Satcher is a member of the Boards of Directors of
Johnson & Johnson, the Kaiser Family Foundation, the
Community Foundation of Greater Atlanta and the United Way of
Metropolitan Atlanta. Dr. Satcher has been a Director of
MetLife and Metropolitan Life Insurance Company since February
2007.
Dr. Satchers background in public health issues and
administration and his business and government service provide
him with a broad knowledge of health matters from a public
policy perspective, with expertise in fields that include the
study of aging and mortality profiles, which are relevant to the
Companys operations as a provider of life and dental
insurance, and to an understanding of the impact of governmental
health and insurance initiatives.
14
MetLife 2011
Proxy Statement
The Board of
Directors recommends that you vote FOR the approval of
amendments to the Certificate of Incorporation to declassify
MetLifes Board of Directors.
The Board is recommending that shareholders vote FOR the
approval of the proposal to declassify the Board of Directors
(the
Declassification Proposal
). The Board believes that
annual voting on the election of Directors will promote
corporate accountability. Shareholders will have the right to
vote on each Director nominee each year, based on their
evaluation of the performance of each Director and any other
factors they think relevant.
In MetLifes Proxy Statement for the 2010 Annual Meeting,
MetLife stated that it expected in 2011 to seek shareholder
approval to amend the Certificate of Incorporation in order to
declassify the Board and provide for the annual election of all
Directors. MetLifes Certificate of Incorporation currently
requires that the Board of Directors be divided into three
classes, each as nearly equal in number as possible. Each class
has a three-year term of office and a new Director appointed or
elected to fill a newly created Board seat or a vacancy in that
class holds office for a term that coincides with the remaining
term of that class. The classification of the Board of Directors
results in staggered elections, with each class of Directors
standing for election every third year.
If shareholders approve the Declassification Proposal,
declassification would be phased in beginning in 2012 without
changing the expected terms to which Directors were elected by
shareholders or appointed to the Board. Beginning in 2012, the
class of Directors to be elected will be elected for one-year
terms. Newly created Board seats would continue to be allocated
to the classes as currently provided until declassification is
complete, and Directors appointed or elected to fill newly
created Board seats or vacancies will hold office for a term
that coincides with the remaining term of the relevant class.
The phase-in would be complete in 2014, when all Directors would
be elected for terms that
end at the following years Annual Meeting, and the Board
would no longer be divided into classes.
The Certificate of Incorporation currently provides that
Directors may be removed only for cause. As amended, the
Certificate of Incorporation would provide that until the 2014
Annual Meeting, the shareholders may remove Directors only for
cause. The amended Certificate of Incorporation would provide
that once the Board is fully declassified (following the 2014
Annual Meeting), the members of the Board may be removed by
shareholders with or without cause, as required for declassified
boards under Delaware law.
Approval of the Declassification Proposal will require the
affirmative vote of the holders as of the Record Date of at
least three-quarters of the outstanding Shares entitled to vote
in the election of Directors. Abstentions and failures to vote
will have the same effect as votes cast against the approval of
the Declassification Proposal.
The proposed changes to Article VI of MetLifes
Certificate of Incorporation are substantially in the form of
Appendix A attached to this Proxy Statement, with additions
of text indicated by underlining and deletions of text indicated
by strike-outs.
If the Declassification Proposal is approved, the Board of
Directors intends to make conforming amendments to
Sections 2.03(a) and 2.12 of the By-Laws to make them
consistent with the Certificate of Incorporation, as amended.
If the Declassification Proposal is not approved, the Board of
Directors will continue to be divided into three classes of
Directors elected for three-year terms, and the shareholders
will continue to be able to remove Directors for cause only,
even after the 2014 Annual Meeting.
The Board of Directors recommends, on the basis of the
foregoing, that you vote FOR the approval of amendments to the
Certificate of Incorporation to declassify MetLifes Board
of Directors.
15
MetLife 2011
Proxy Statement
Corporate
Governance Guidelines.
The Board of Directors has adopted Corporate Governance
Guidelines that set forth the Boards policies on a number
of governance-related matters. Topics covered by the Guidelines
include:
|
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|
Director qualifications, independence and responsibilities;
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|
the identification of candidates for Board positions;
|
|
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the Committees of the Board;
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management succession;
|
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|
Director access to management and outside advisors, including
certain restrictions on the retention by Directors of an outside
advisor that is otherwise engaged by the Company for another
purpose;
|
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Director compensation;
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Director stock ownership guidelines;
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the appointment of a Lead Director by the Independent Directors;
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Director orientation and continuing education;
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Annual evaluation of the Boards performance; and
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the Boards majority voting standard in uncontested
Director elections, which is also reflected in the
Companys By-Laws.
|
A printable version of the Corporate Governance Guidelines may
be found on MetLifes website at
www.metlife.com/corporategovernance
under the link
Corporate Governance Guidelines.
Information About
the Board of Directors.
Responsibilities, Independence and Composition of the
Board of Directors.
The Directors of MetLife
are individuals upon whose judgment, initiative and efforts the
success and long-term value of the Company depend. As a Board,
these individuals review MetLifes business policies and
strategies and oversee the management of the Companys
businesses by the Chief Executive
Officer and the other most senior executives of the Company
(
Executive Officers
or
Executive Group
). The Board
currently consists of 13 Directors, 12 of whom are both
Non-Management Directors
and
Independent Directors.
A
Non-Management Director
is a Director who is not an
officer of the Company or of any entity in a consolidated group
with the Company. An
Independent Director
is a
Non-Management Director who the Board of Directors has
affirmatively determined has no material relationships with the
Company or any of its consolidated subsidiaries and is
independent within the meaning of the New York Stock Exchange
Corporate Governance Standards. An Independent Director for
Audit Committee purposes meets additional requirements of
Rule 10A-3
under the Exchange Act.
The Board of Directors has adopted categorical standards to
assist it in making determinations regarding Director
independence. The Board has determined that the Independent
Directors satisfy all applicable categorical standards. The
categorical standards are included in the Corporate Governance
Guidelines of the Company, which are available on MetLifes
website at
www.metlife.com/corporategovernance
under the
link Corporate Governance Guidelines.
The Board has affirmatively determined that Sylvia Mathews
Burwell, Eduardo Castro-Wright, Cheryl W. Grisé, R.
Glenn Hubbard, John M. Keane, Alfred F. Kelly, Jr., James
M. Kilts, Catherine R. Kinney, Hugh B. Price,
David Satcher, Kenton J. Sicchitano and Lulu C. Wang are
all Independent Directors who do not have any material
relationships with the Company or any of its consolidated
subsidiaries. The Board also affirmatively determined in 2010
that Burton A. Dole, Jr. and William C. Steere, Jr.,
who retired as of the commencement of the 2010 Annual Meeting,
were Independent Directors who did not have any material
relationships with the Company or any of its consolidated
subsidiaries.
16
MetLife 2011
Proxy Statement
Declassification of the Board to Elect All Directors
Annually.
The Companys Board of
Directors is currently divided into three classes. One class is
elected each year to hold office for a term of three years. Of
the 13 current Directors, five are Class I Directors with
terms expiring at the 2012 Annual Meeting, four are
Class II Directors with terms expiring at the 2013 Annual
Meeting, and four are Class III Directors with terms
expiring at the 2011 Annual Meeting.
The Company is seeking shareholder approval at the 2011 Annual
Meeting to amend the Companys Certificate of Incorporation
in order to declassify the Board and provide for the annual
election of all Directors. If approved by shareholders,
declassification of the Board would be phased in so that
Directors could serve the full terms to which they have been
elected. Beginning with the Companys 2014 Annual Meeting,
all Directors would be elected for terms that would end at the
following years Annual Meeting.
Board Leadership Structure.
After
careful consideration, in 2006, the Board of Directors
determined that the best leadership structure for MetLife is a
Chairman of the Board who also is the Companys Chief
Executive Officer and a separate empowered Lead Director. The
Board believes that its experience with this structure over the
course of the last four years has confirmed that it made the
right decision. Experience has shown that the Chairman of the
Board and Chief Executive Officer has partnered effectively with
the Lead Director.
The Companys Chief Executive Officer is responsible for
the
day-to-day
operations of the Company and setting its strategic business
direction. The performance of his responsibilities as Chairman
of the Board is informed by his in-depth knowledge of the
business, its opportunities and challenges and the capabilities
and talents of the Companys senior leadership team.
Establishing the complementary roles of Lead Director and
Chairman of the Board and Chief Executive Officer has brought
assurance to MetLife Directors that they will be provided with
the information about the Companys businesses and
operations, have the access to senior management of MetLife and
have robust and appropriate corporate governance processes and
procedures
that they need in order to effectively oversee the management of
the Company and to perform their roles and responsibilities as
Directors of a global provider of insurance products and
services.
Ms. Cheryl W. Grisé, the Companys Lead Director,
was appointed as Lead Director by the Companys Independent
Directors, as provided by the Companys Corporate
Governance Guidelines. The Guidelines establish an empowered
independent Lead Director whose responsibilities include:
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presiding at executive sessions of the Non-Management Directors
(which are held at each regularly scheduled Board meeting);
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conferring with the Chairman of the Board and Chief Executive
Officer about Board meeting schedules, agendas and information
to be provided to the Directors;
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conferring with the Chairman of the Board and Chief Executive
Officer on issues of corporate importance that may involve
action by the Board;
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participating in the Compensation Committees annual
performance evaluation of the Chairman of the Board and Chief
Executive Officer; and
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in the event of the incapacity of the Chairman and Chief
Executive Officer, directing the Secretary of the Company to
take all necessary and appropriate action to call a special
meeting of the Board as specified in the By-Laws to consider the
action to be taken under the circumstances.
|
The Board of Directors has five standing committees (described
on pages 20 through 24): Audit, Compensation, Executive,
Finance and Risk, and Governance and Corporate Responsibility.
Each of those Committees, other than the Executive Committee, is
chaired by an Independent Director. The Investment Committee of
Metropolitan Life Insurance Company, which, at the request of
MetLife, oversees the management and mitigation of risks
associated with the investment portfolios of MetLife and certain
of MetLifes subsidiaries, is also chaired by an
Independent Director.
17
MetLife 2011
Proxy Statement
Executive Sessions of Non-Management
Directors.
At each regularly scheduled
meeting of the Board of Directors, the Non-Management Directors
of the Company (all of whom were also Independent Directors of
the Company during 2010) meet in executive session without
the presence of the Companys management. The Lead Director
presides at the executive sessions of the Non-Management
Directors.
Director Nomination Process.
Under the
Companys Corporate Governance Guidelines, the following
specific, minimum qualifications must be met by any candidate
whom the Governance and Corporate Responsibility Committee would
recommend for election to the Board of Directors:
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Financial Literacy.
Such person should be
financially literate, as such qualification is
interpreted by the Companys Board of Directors in its
business judgment.
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Leadership Experience.
Such person should
possess significant leadership experience, such as experience in
business, finance, accounting, law, education or government, and
shall possess qualities reflecting a proven record of
accomplishment and an ability to work with others.
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Commitment to the Companys Values.
Such
person shall be committed to promoting the financial success of
the Company and preserving and enhancing the Companys
reputation as a leader in American business and shall be in
agreement with the values of the Company as embodied in its
codes of conduct.
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Absence of Conflicting Commitments.
Such
person should not have commitments that would conflict with the
time commitments of a Director of the Company.
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Reputation and Integrity.
Such person shall be
of high repute and recognized integrity, and shall not have been
convicted in a criminal proceeding or be named a subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses). Such person shall not have been found in
a civil proceeding to have violated any federal or state
securities or commodities law, and shall
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not be subject to any court or regulatory order or decree
limiting his or her business activity, including in connection
with the purchase or sale of any security or commodity.
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Other Factors.
Such person shall have other
characteristics considered appropriate for membership on the
Board of Directors, including significant experience and
accomplishments, an understanding of marketing and finance,
sound business judgment, and an appropriate educational
background.
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In recommending candidates for election as Directors, the
Governance and Corporate Responsibility Committee will take into
consideration the need for the Board to have a majority of
Directors that meet the independence requirements of the New
York Stock Exchange Corporate Governance Standards, the ability
of candidates to devote the time necessary for service on the
MetLife Board, their ability to enhance the perspective and
experience of the Board as a whole, and such other criteria as
shall be established from time to time by the Board of Directors.
Potential candidates for nomination as Directors are identified
by the Governance and Corporate Responsibility Committee and the
Board of Directors through a variety of means, including search
firms, Board members, Executive Officers and shareholders.
Potential candidates for nomination as Director provide
information about their qualifications and participate in
interviews conducted by individual Board members. Candidates are
evaluated based on the information supplied by the candidates
and information obtained from other sources.
The Governance and Corporate Responsibility Committee will
consider shareholder recommendations of candidates for
nomination as Director. To be timely, a shareholder
recommendation must be submitted to the Governance and Corporate
Responsibility Committee, MetLife, Inc., 1095 Avenue of the
Americas, New York, NY 10036, Attention: Corporate Secretary,
not later than 120 calendar days prior to the first anniversary
of the previous years annual meeting. Recommendations for
nominations of candidates for election at the 2012 Annual
Meeting must be received by the Corporate Secretary no later
than December 28, 2011.
18
MetLife 2011
Proxy Statement
The Governance Committee makes no distinctions in evaluating
nominees based on whether or not a nominee is recommended by a
shareholder. Shareholders recommending a nominee must satisfy
the notification, timeliness, consent and information
requirements set forth in the Companys By-Laws concerning
Director nominations by shareholders.
The shareholders recommendation must set forth all the
information regarding the person recommended that is required to
be disclosed in solicitations of proxies for election of
Directors pursuant to Section 14 of the Exchange Act and
related regulations, and must include the recommended
nominees written consent to being named in the Proxy
Statement as a nominee and to serving as a Director if elected.
The recommendation must also be accompanied by a completed
disclosure questionnaire on a form posted on the Companys
website. In addition, the shareholders recommendation must
include (i) the name and address of, and class and number
of shares of the Companys securities owned beneficially
and of record by, the recommending shareholder and any other
person on whose behalf the shareholder is acting or with whom
the shareholder is acting in concert; (ii) a description of
all arrangements or understandings between any shareholder and
the person being recommended and any other persons (naming them)
pursuant to which the nominations are to be made by the
shareholder; (iii) satisfactory evidence that each
shareholder is a beneficial owner, or a representation that the
shareholder is a holder of record, of the Companys stock
entitled to vote at the meeting, and a representation that the
shareholder intends to appear in person or by a qualified
representative at the meeting to propose the nomination; and
(iv) if the recommending shareholder intends to solicit
proxies, a statement to that effect.
Board Meetings and Director Attendance in
2010.
In 2010, there were 12 regular and
special meetings of the Board of Directors. All of the current
Directors attended more than 75% of the aggregate number of
meetings of the Board of Directors and the Committees on which
they served during 2010, with the exception of General John M.
Keane who attended 73% of such meetings.
Oversight of Risk
by the Board of Directors.
The Board of Directors has allocated responsibilities for
overseeing risks associated with the Companys business
among the Board as a whole and the Committees of the Board. In
performing its risk oversight functions, the Board of Directors:
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oversees managements development and execution of
appropriate business strategies to mitigate the risk that such
strategies will fail to generate long-term value for the Company
and its shareholders or that such strategies will motivate
management to take excessive risks; and
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oversees the development and implementation of processes and
procedures to mitigate the risk of failing to assure the orderly
succession of the Chief Executive Officer and the senior
executives of the Company.
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The Board of Directors believes that the continuing development
of the Companys managerial leadership is critically
important to the Companys success. The Board periodically
reviews the skills, experience, and development plans of the
Companys senior leaders who may ultimately be candidates
for senior executive positions. The Board meets regularly with
senior leaders in the context of Board business, giving the
Board an opportunity to assess the qualifications of these
persons. In addition, the Board plans for executive succession
to ensure that the Company will have managerial talent available
to replace current executives when that becomes necessary.
In addition, as a financial holding company, MetLife is subject
to the umbrella jurisdiction of the Federal Reserve
Bank of New York (
FRBNY
). In this role, the FRBNY
evaluates the risk management control processes of MetLife and
its key business lines and monitors MetLifes risk profile
and financial performance. The MetLife Board of Directors
receives an annual report from the FRBNY regarding the
FRBNYs detailed risk management assessment of the Company,
including an assessment of Board and senior management
oversight, risk policies, procedures and limits, risk monitoring
and management information systems and internal controls.
19
MetLife 2011
Proxy Statement
Risk oversight functions performed by Board Committees are
included in the discussions of Committee roles and
responsibilities set forth in the next section under Board
Committees.
Board
Committees.
MetLifes Board of Directors has designated five standing
Board Committees. These Committees perform essential functions
on behalf of the Board. The Committee Chairs review and approve
agendas for all meetings of their respective Committees. The
responsibilities of each of these Committees are summarized
below. Only Independent Directors may be members of the Audit,
Compensation, Finance and Risk, and Governance and Corporate
Responsibility Committees. Metropolitan Life Insurance Company
also has designated Board Committees, including an Investment
Committee. Each Committee of the Board of Directors has a
Charter that defines the Committees purposes and
responsibilities. The Charters for the Audit, Compensation and
Governance and Corporate Responsibility Committees incorporate
the requirements of the SEC and the New York Stock Exchange to
the extent applicable, and current, printable versions of these
Charters are available on MetLifes website at
www.metlife.com/corporategovernance
by selecting
Board
of Directors
and then the appropriate link under the heading
Board Committee Information.
The Audit
Committee
The Audit Committee, which consists entirely of Independent
Directors,
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is directly responsible for the appointment, compensation,
retention and oversight of the work of the Companys
independent auditor;
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assists the Board in fulfilling its responsibility to oversee
the Companys accounting and financial reporting processes,
the adequacy of the Companys internal control over
financial reporting and the integrity of its financial
statements;
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pre-approves all audit and non-audit services to be provided by
the independent auditor, reviews reports concerning significant
legal and regulatory matters, discusses the Companys
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guidelines and policies with respect to the process by which the
Company undertakes risk management and risk assessment, and
reviews the performance of the Companys internal audit
function;
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discusses with management, the Companys General Auditor
and the independent auditor, the Companys filings on
Forms 10-K
and
10-Q
and
the financial information in those filings;
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discusses with management the Companys practices regarding
earnings press releases and the provision of financial
information and earnings guidance to analysts and rating
agencies;
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prepares an annual report to the shareholders for presentation
in the Companys proxy statement, the 2011 Report being
presented on pages 35 and 36 of this Proxy
Statement; and
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has the authority to obtain advice and assistance from, and to
receive appropriate funding from the Company for the retention
of, outside counsel and other advisors as the Audit Committee
deems necessary to carry out its duties.
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The Audit Committee also oversees managements development
and implementation of policies and procedures related to the
following matters and the management and mitigation of the
associated risks:
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the preparation of the Companys financial statements and
disclosures;
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the Companys critical accounting policies and estimates;
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establishing and maintaining effective internal control over
financial reporting;
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the appointment and performance of the internal auditor;
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the Companys compliance with legal and regulatory
requirements; and
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the effectiveness of the Companys disclosure controls and
procedures.
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The Audit Committee met nine times during 2010. A more detailed
description of the role and responsibilities of the Audit
Committee is set forth in the Audit Committee Charter.
20
MetLife 2011
Proxy Statement
Financial Literacy and Audit Committee Financial
Expert.
The Board of Directors has determined
that the members of the Audit Committee, all of whom are
Independent Directors and meet the additional independence
requirements of
Rule 10A-3
under the Exchange Act, are financially literate, as such
qualification is interpreted by the Board of Directors. The
Board of Directors has also determined that the following
members of the Audit Committee would qualify as audit
committee financial experts, as such term is defined by
the SEC: Kenton J. Sicchitano, the Chair of the Committee,
Cheryl W. Grisé, John M. Keane and Catherine R. Kinney.
The
Compensation Committee
Role of the Compensation Committee in Corporate
Governance.
The Compensation Committee, which
consists entirely of Independent Directors,
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assists the Board in fulfilling its responsibility to oversee
the compensation and benefits of the Companys executives
and other employees of the MetLife enterprise;
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approves the goals and objectives relevant to the Chief
Executive Officers total compensation, evaluates the Chief
Executive Officers performance in light of such goals and
objectives, and endorses, for approval by the Independent
Directors, the Chief Executive Officers total compensation
level based on such evaluation;
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reviews and recommends approval by the Board of Directors of the
total compensation of each person who is an executive
officer of the Company under the Exchange Act and related
regulations or an officer of the Company under
Section 16 of the Exchange Act and related regulations, as
well as the Companys Chief Risk Officer, including their
base salaries, annual incentive compensation and long-term
equity-based incentive compensation;
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has sole authority to retain, terminate and approve the fees and
other retention terms of any compensation consultants retained
to assist the Committee in evaluating executive compensation;
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retains, terminates and approves the fees and other retention
terms of any other advisor it retains to assist the
Committee; and
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reviews and discusses with management the Compensation
Discussion and Analysis to be included in the proxy statement
(and incorporated by reference in the Annual Report on
Form 10-K),
and, based on this review and discussion, (i) recommends to
the Board of Directors whether the Compensation Discussion and
Analysis should be included in the proxy statement (and
incorporated by reference in the Annual Report on
Form 10-K),
and (ii) issues the Compensation Committee Report for
inclusion in the proxy statement (the 2011 Compensation
Committee Report appears on page 40 of this Proxy
Statement).
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The Compensation Committee also oversees the management and
mitigation of risks associated with (i) the development and
administration of the Companys compensation and benefit
programs, and (ii) assuring that the Companys
incentive plans do not encourage or reward excessive risk taking.
A more detailed description of the role and responsibilities of
the Compensation Committee is set forth in the Compensation
Committee Charter. Under its Charter, the Compensation Committee
may delegate to a subcommittee or to the Chief Executive Officer
or other officers of the Company any portion of the
Committees duties and responsibilities, if the Committee
believes such delegation is in the best interests of the Company
and the delegation is not prohibited by law, regulation or the
New York Stock Exchange Corporate Governance Standards.
Managements delegated authority does not include granting
salary increases or incentive compensation to any Executive
Officer, officer subject to the reporting requirements under
Section 16 of the Exchange Act, or to the Companys
Chief Risk Officer.
The Companys processes for consideration and determination
of executive compensation, and the central role of the Committee
in those processes, are further described in the Compensation
Discussion and Analysis, beginning on page 41.
Executive Compensation Consultant.
The
Committee believes that its compensation consultant must be able
to provide candid, direct, independent and objective advice to
the Committee.
21
MetLife 2011
Proxy Statement
In February 2010, the Committees prior consultant, Hewitt
Associates (
Hewitt
), spun off a portion of its executive
compensation practice to form Meridian Compensation Partners,
LLC (
Meridian
). To assist the Committee in carrying out
its responsibilities, and to provide continuity, the
Compensation Committee retained Meridian as its executive
compensation consultant. Meridian has provided the Committee
with competitive market compensation data and overall market
trends about executive compensation, has advised the Committee
about the overall design and implementation of MetLifes
executive compensation programs, including decisions made under
the programs, and has advised the Committee about regulatory,
governance and accounting developments that may affect the
Companys executive compensation programs.
In order to promote the objectivity, independence, and candor of
the compensation consultants advice:
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Meridian has reported directly to the Committee about executive
compensation matters;
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Meridian has met with the Committee in executive sessions that
were not attended by any of the Companys Executive
Officers;
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Meridian has had direct access to the Chair and members of the
Committee between meetings; and
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the Committee has not directed Meridian to perform its services
in any particular manner or under any particular method.
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Prior to February 2010, the Committee had retained Hewitt as its
executive compensation consultant. Hewitt performed
substantially the same role in the same manner as has Meridian.
The fees paid to Hewitt for providing these consulting services
in January 2010 were $29,387.
With the knowledge and concurrence of the Committee, management
had previously retained a separate and distinct unit of Hewitt
to provide recordkeeping and call center services for the
Companys retirement programs, as well as benefits
analyses, communications, mergers and acquisition consulting,
and other general human resources consulting. The bulk of these
services are provided under a written contract between the
Company and Hewitt. In light of this contract, the Committee did
not adopt a formal resolution
approving the provision of these services by Hewitt in 2010. The
aggregate fees for Hewitts services to the Company and its
affiliates (other than those for consulting services to the
Compensation Committee) for 2010 were $11,313,937.
The Committee and Hewitt took extensive steps to ensure that
Hewitt provided candid, direct, independent and objective advice
to the Committee that is not influenced by any other
relationship that the consultant might have with the Company, as
fully detailed in the Companys 2010 Proxy Statement. As a
result, the Committee believes that it received independent and
objective executive compensation advice from Hewitt.
To help ensure that the Committee continues to receive
independent and objective advice in the future, the
Companys Corporate Governance Guidelines provide that,
effective in 2011, any consultant retained to advise the
Compensation Committee on executive compensation matters should
not be retained to provide any other services to the Company.
For information about the key factors that the Compensation
Committee considers in determining the compensation of the
members of the Executive Group, as well as the role of the Chief
Executive Officer and the Executive Vice President of Human
Resources in setting such compensation, see Compensation
Discussion and Analysis beginning on page 41. Also
see the Compensation Discussion and Analysis for information
about compensation paid to the persons listed in the Summary
Compensation Table (
Named Executive Officers
) on
page 57.
The Compensation Committee met eight times during 2010.
Compensation Committee Interlocks and Insider
Participation.
No member of the Compensation
Committee has ever been an officer or employee of MetLife or any
of its subsidiaries. During 2010, no Executive Officer of
MetLife served as a Director or member of the compensation
committee (or other committee serving an equivalent function) of
any other entity, one of whose executive officers is or has been
a Director of MetLife or a member of MetLifes Compensation
Committee.
22
MetLife 2011
Proxy Statement
The Executive
Committee
The Executive Committee may exercise the powers and authority of
the Board of Directors during intervals between meetings of the
Board of Directors. The Executive Committee did not meet during
2010.
The Finance
and Risk Committee
The Finance and Risk Committee, which consists entirely of
Independent Directors,
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assists the Board in overseeing the Companys financial
policies and strategies, capital structure and dividend
policies, assessment and management of material risks;
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reviews the Companys key financial and business metrics;
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reviews the Companys policies, practices and procedures
regarding risk assessment, management, and mitigation;
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reviews and receives reports from the Chief Risk Officer and
other members of management of the steps taken to measure,
monitor and manage risk exposures in the enterprise (in
consultation with independent advisors or other Board Committees
where necessary or desirable);
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reviews benchmarks for risks exposures in the enterprise and
managements performance against these benchmarks;
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reviews reports on selected risk topics as the Committee or
management deems appropriate from time to time;
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approves or recommends for Board consideration financial matters
such as the issuance or repurchase of the Companys
securities, payment of dividends on the Companys
securities, acquisitions or dispositions of businesses, and
funding of the Companys subsidiaries;
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reviews reports on MetLife Banks capitalization
management, results and operations; and
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oversees the appointment, retention and performance of the
Companys Chief Risk Officer and reviews the performance of
the Chief Risk Officer with the Compensation Committee.
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The Finance and Risk Committee also oversees the Companys
policies and procedures to manage and mitigate risks related to
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maintaining adequate liquidity;
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maintaining appropriate credit ratings;
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undertaking and executing corporate transactions; and
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pricing the Companys products and services.
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The Finance and Risk Committee met eight times during 2010.
The Governance
and Corporate Responsibility Committee
In January 2011, the Board created the Governance and Corporate
Responsibility Committee by combining the duties of the
Corporate Responsibility and Compliance Committee with those of
the Governance Committee.
The Governance and Corporate Responsibility Committee, which
consists entirely of Independent Directors,
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assists the Board by identifying individuals qualified to become
members of the Board, consistent with the criteria established
by the Board;
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assesses, and advises the Board with respect to, the experience,
qualifications, attributes or skills of each Director that the
Board should consider in concluding whether the person should
serve as a Director;
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develops and recommends corporate governance guidelines to the
Board;
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recommends to the Board policies and procedures regarding
shareholder nomination of Director candidates;
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recommends to the Board policies and procedures regarding
communication with Non-Management Directors;
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reviews, approves or ratifies, in accordance with applicable
policies and procedures established by the Company, related
person transactions involving Directors, Director nominees and
the Chief Executive Officer or any of their immediate family
members, as well as any transactions
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23
MetLife 2011
Proxy Statement
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referred to the Committee by the Chief Executive Officer;
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performs other duties and responsibilities, including
recommending the appointment of Directors to serve as the Chairs
and members of the Committees of the Board, overseeing the
Boards self-evaluation process, reviewing the compensation
and benefits of the Non-Management Directors, and recommending
modifications of such compensation and benefits as may be
appropriate;
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reviews the Companys goals and strategies for its
contributions in support of health, education, civic and
cultural activities and initiatives and other similar purposes;
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receives period reports on the strategies and initiatives of the
MetLife Foundation;
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reviews the Companys social investment program in which
loans and other investments are made to support affordable
housing, community, business and economic development, and
health care services for low and moderate income communities;
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reviews the Companys activities and initiatives related to
diversity and receives periodic reports from the Companys
Chief Diversity Officer regarding the Companys diversity
activities and initiatives;
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reviews the Companys activities and initiatives related to
sustainability and environmental issues;
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reviews the Companys goals and strategies concerning
legislative and regulatory initiatives that impact the interests
of the Company;
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reviews the Companys sales practices for consistency with
appropriate industry standards;
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reviews the ethics and compliance programs of the Company and
its subsidiaries; and
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reviews and approves the Companys annual compliance plan.
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The Governance and Corporate Responsibility Committee also
oversees the management and mitigation of risks related to
failure to comply with required or appropriate corporate
governance standards.
A more detailed description of the role and responsibilities of
the Governance and Corporate Responsibility Committee is set
forth in the Governance and Corporate Responsibility Committee
Charter.
During 2010, prior to the reorganization of the Governance and
the Corporate Responsibility and Compliance Committees to form
the Governance and Corporate Responsibility Committee, the
Governance Committee met six times and the Corporate
Responsibility and Compliance Committee met three times.
The Investment
Committee of Metropolitan Life Insurance Company
The Investment Committee of Metropolitan Life Insurance Company
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oversees the investment activities of Metropolitan Life
Insurance Company and certain of its subsidiaries;
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at the request of MetLife, also oversees the management of
investment assets of MetLife and certain of MetLifes
subsidiaries and, in connection therewith, reviews reports from
the investment officers on the investment activities and
performance of the investment portfolio of such companies and
submits reports about such activities and performance to MetLife;
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authorizes designated investment officers, within specified
limits and guidelines, to make and sell investments for
Metropolitan Life Insurance Companys general account and
separate accounts consistent with applicable laws and
regulations and applicable standards of care;
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reviews reports from the investment officers regarding the
conformity of investment activities with the Committees
general authorizations, applicable laws and regulations and
applicable standards of care; and
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reviews and approves Metropolitan Life Insurance Companys
derivatives use plans and reviews reports from the investment
officers on derivative transaction activity; reviews and
approves Metropolitan Life Insurance Companys high return
program plan and reviews reports from the investment officers on
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24
MetLife 2011
Proxy Statement
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high return program activity; reviews reports from the
investment officers on the investment activities and performance
of investment advisors that are engaged to manage certain
investments of Metropolitan Life Insurance Company; reviews
reports from the investment officers on the non-performing
assets in Metropolitan Life Insurance Companys investment
portfolio; and reviews Metropolitan Life Insurance
Companys investment plans and receives periodic updates of
performance compared to projections in the investment plans.
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At the request of MetLife, the Investment Committee also
oversees the management and mitigation of risks associated with
the investment
portfolios of MetLife and certain of MetLifes
subsidiaries, including
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credit risk;
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interest rate risk;
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portfolio allocation and diversification risk;
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derivatives risk;
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counterparty risk;
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duration mismatch risk; and
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compliance with insurance laws and regulations that govern
insurance company investments.
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The Investment Committee met six times during 2010.
MEMBERSHIP ON
BOARD COMMITTEES
The following table lists the Directors who currently serve on
the Committees described above.
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Investment
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Governance
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(Metropolitan
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Finance and
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and Corporate
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Life Insurance
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Audit
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Compensation
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Executive
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Risk
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Responsibility
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Company)
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Henrikson
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Chair
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ü
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Burwell
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ü
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ü
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Castro-Wright
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ü
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ü
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ü
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Grisé
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ü
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ü
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ü
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Chair
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Hubbard
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ü
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ü
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Chair
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Keane
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ü
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ü
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Kelly
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ü
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ü
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Chair
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Kilts
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Chair
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ü
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Kinney
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ü
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ü
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Price
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ü
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ü
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Satcher
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ü
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ü
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ü
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Sicchitano
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Chair
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ü
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ü
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Wang
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ü
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ü
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25
MetLife 2011
Proxy Statement
Compensation of
Non-Management Directors
2010 DIRECTOR
COMPENSATION TABLE
|
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Fees Earned or
|
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Stock
|
|
Option
|
|
All Other
|
|
|
|
|
Paid in Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Total
|
Name(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)
|
|
Sylvia M. Burwell
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
1,584
|
|
|
$
|
226,584
|
|
Eduardo Castro-Wright
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,574
|
|
|
$
|
231,574
|
|
Burton A. Dole, Jr. (retired)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
1,316
|
|
|
$
|
1,316
|
|
Cheryl W. Grisé
|
|
$
|
168,750
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
287,834
|
|
R. Glenn Hubbard
|
|
$
|
137,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
256,584
|
|
John M. Keane
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
1,584
|
|
|
$
|
226,584
|
|
Alfred F. Kelly, Jr.
|
|
$
|
143,750
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
262,834
|
|
James M. Kilts
|
|
$
|
137,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
256,584
|
|
Catherine R. Kinney
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
231,584
|
|
Hugh B. Price
|
|
$
|
137,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
15,411
|
|
|
$
|
265,411
|
|
David Satcher
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
6,584
|
|
|
$
|
231,584
|
|
Kenton J. Sicchitano
|
|
$
|
137,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
4,084
|
|
|
$
|
254,084
|
|
William C. Steere, Jr. (retired)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
14,113
|
|
|
$
|
14,113
|
|
Lulu C. Wang
|
|
$
|
112,500
|
|
|
$
|
112,500
|
|
|
|
|
|
|
$
|
1,584
|
|
|
$
|
226,584
|
|
|
|
|
(1)
|
|
C. Robert Henrikson was compensated in 2010 in his capacity as
an Executive Officer of the Company, but received no
compensation in his capacity as a member of the Board of
Directors. For information about Mr. Henriksons
compensation in 2010, see the Summary Compensation Table on
page 57 and the accompanying narrative disclosure. In
accordance with the Boards retirement policy, Messrs. Dole
and Steere retired from the Board effective at the time of the
2010 Annual Meeting of Shareholders. Pursuant to the
Companys Board compensation practices, on April 28,
2009, Messrs. Dole and Steere received payment of their annual
retainer fees for the period through the 2010 Annual Meeting of
Shareholders.
|
|
(2)
|
|
The amounts reported in this column represent the cash component
of the annual retainer paid to the Non-Management Directors in
2010, as well as additional fees paid for service as a Committee
Chair or Lead Director. The amount reported for
Ms. Grisé includes a prorated additional fee paid for
her service as the Lead Director from the time of her initial
appointment to the position on February 1, 2010 to the time
of the 2011 Annual Meeting. The amount reported for
Mr. Kelly includes a prorated fee paid for his service as a
Committee Chair from the time of his initial appointment to the
Board on February 1, 2010 to the time of the 2011 Annual
Meeting. For additional information, see Directors
Retainer Fees on page 28.
|
|
(3)
|
|
The MetLife, Inc. 2005 Non-Management Director Stock
Compensation Plan (
2005 Directors Stock Plan
), which
was approved by the Companys shareholders in 2004,
authorizes the Company to issue Shares in payment of Director
retainer fees. On April 27, 2010, each Non-Management
Director was granted 2,540 Shares, which represents the
stock component of the annual retainer paid to the
Non-Management Directors in 2010. The dollar amounts reported in
this column represent the grant date fair value of such Share
awards as computed for financial statement reporting purposes in
accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (
FAS 718
). The
grant date fair value represents the number of Shares awarded
multiplied by the closing price of the Shares on the date of
grant. The closing price of the Shares on the New York Stock
Exchange was $44.30 on April 27, 2010. Share awards granted
to the Non-Management Directors as part of their annual retainer
vest and become payable immediately upon their grant. As a
result, no Share awards were outstanding for any of the
Non-Management Directors as of December 31, 2010.
|
26
MetLife 2011
Proxy Statement
|
|
|
|
|
For information about the security ownership of the
Non-Management Directors as of February 14, 2011, see
Security Ownership of Directors and Executive
Officers beginning on page 79. For additional
information about the Directors annual retainer, see
Directors Retainer Fees on page 28.
|
|
(4)
|
|
Prior to 2004, Non-Management Directors received stock option
awards as part of their annual retainer. These awards were
issued pursuant to the MetLife, Inc. 2000 Directors Stock
Plan (
2000 Directors Stock Plan
), which was in
effect until April 15, 2005 when it was replaced by the
2005 Directors Stock Plan. The following table shows the
aggregate number of stock option awards outstanding for each
Non-Management Director as of December 31, 2010. These
awards vested and became exercisable but had not been exercised
as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
Option Awards
|
|
|
|
Option Awards
|
|
|
|
Option Awards
|
Name
|
|
Outstanding
|
|
Name
|
|
Outstanding
|
|
Name
|
|
Outstanding
|
|
Burwell
|
|
|
553
|
|
|
Keane
|
|
|
1,210
|
|
|
Price
|
|
|
6,836
|
|
Castro-Wright
|
|
|
0
|
|
|
Kelly
|
|
|
0
|
|
|
Satcher
|
|
|
0
|
|
Grisé
|
|
|
178
|
|
|
Kilts
|
|
|
0
|
|
|
Sicchitano
|
|
|
1,536
|
|
Hubbard
|
|
|
0
|
|
|
Kinney
|
|
|
0
|
|
|
Wang
|
|
|
0
|
|
|
|
|
(5)
|
|
The amount reported in this column includes the life insurance
premiums paid by Metropolitan Life Insurance Company in 2010 for
individual life insurance coverage for Mr. Price: $7,667;
and Mr. Steere: $11,369, as well as a $1,429 proportionate
share of a $20,000 service fee paid to administer the policies
for each of Mr. Price and Mr. Steere. The amounts reported in
this column also include life insurance premiums of $1,584 paid
by Metropolitan Life Insurance Company in 2010 for group life
insurance coverage for each of Ms. Burwell,
Mr. Castro-Wright, Ms. Grisé, Mr. Hubbard,
Mr. Keane, Mr. Kelly, Mr. Kilts, Ms. Kinney,
Dr. Satcher, Mr. Sicchitano, and Ms. Wang. See
Directors Benefit Programs on page 28 for
additional information.
|
|
|
|
Under the Metropolitan Life Insurance Company charitable gift
program for Non-Management Directors, Non-Management Directors
elected as Directors of Metropolitan Life Insurance Company
prior to October 1, 1999 may recommend one or more
charitable or educational institutions to receive, in the
aggregate, a $1 million contribution from Metropolitan Life
Insurance Company in the name of that Director following the
Directors death. The amount reported in this column for
each of Mr. Dole, Mr. Price and Mr. Steere includes $1,316,
representing each of their proportionate shares of a $25,000
service fee paid by Metropolitan Life Insurance Company in 2010
to administer the program. The premiums for the insurance
policies under the program were paid in full prior to 2010.
|
|
|
|
This column also includes charitable contributions made by the
MetLife Foundation to colleges and universities under the
matching gift program for employees and Non-Management
Directors. In 2010, the matching gifts made by the MetLife
Foundation on behalf of Non-Management Directors were as
follows: Castro-Wright: $4,990; Grisé, Hubbard, Kelly,
Kilts, Kinney, Price, and Satcher: $5,000 each; Sicchitano:
$2,500.
|
|
|
|
The Company paid for personal expenses of certain Non-Management
Directors in connection with Company business conferences or
other events attended by such Directors in 2010. For each
Non-Management
Director for whom such expenses were paid, the aggregate amount
paid by the Company in 2010 was less than $10,000.
|
27
MetLife 2011
Proxy Statement
The following discussion will assist in understanding the
information reported in the 2010 Director Compensation
Table:
Directors Retainer Fees.
The
Company pays each Non-Management Director an annual retainer in
the amount of $225,000, 50% of which is paid in Shares and 50%
of which is paid in cash. In addition, the Company pays an
annual cash retainer fee of $25,000 to each Non-Management
Director who serves as Chair of a Board Committee, the
Companys Lead Director, and the Non-Management Director
who serves as Chair of the Metropolitan Life Insurance Company
Investment Committee.
Annual retainer fees are paid in advance at the time of the
Companys Annual Meeting. A Non-Management Director who
serves for only a portion of the year is paid a prorated
retainer fee in advance at the time of commencement of service
to reflect the period of such service.
Director Fee Deferrals.
A
Non-Management Director may defer the receipt of all or part of
his or her fees payable in cash or Shares (and any imputed
dividends on those Shares) until a later date or until after he
or she ceases to serve as a Director. From 2000 to 2004, such
deferrals could be made under the terms of the
2000 Directors Stock Plan (share awards) or the MetLife
Deferred Compensation Plan for Outside Directors (cash awards).
Since 2005, any such deferrals are made under the terms of the
MetLife Non-Management Director Deferred Compensation Plan,
which is intended to comply with Internal Revenue Code
Section 409A.
Directors Benefit
Programs.
Non-Management Directors who joined
the Board on or after January 1, 2003 receive $200,000 of
group life insurance. Non-Management Directors who joined the
Board prior to January 1, 2003 are eligible to continue to
receive $200,000 of individual life insurance coverage under
policies then in existence, for which MetLife would pay the
Directors a cash amount sufficient to cover the cost of
premiums. MetLife provides each Non-Management Director with
business travel accident insurance coverage for travel on
MetLife business.
Stock Ownership
Guidelines for Non-Management Directors
The Board of Directors has established stock ownership
guidelines for Non-Management Directors. Each is expected to own
Share-based holdings equal in value to at least three times the
cash component of the MetLife Non-Management Directors
annual retainer. Each Non-Management Director is expected to
achieve this level of ownership by December 31 of the year in
which the third anniversary of his or her election to the Board
occurs. The Share ownership of each Non-Management Director met
these guidelines as of December 31, 2010.
Directors
Retirement Policy
The retirement policy adopted by the Board of Directors provides
that no Director may stand for election as a member of
MetLifes Board after he or she reaches the age of 72, and
that a Director may continue to serve until the Annual Meeting
coincident with or immediately following his or her
72nd birthday. No Director who is also an officer of
MetLife may serve as a Director after he or she retires as an
officer of MetLife or Metropolitan Life Insurance Company. In
addition, each Director must offer to resign from the Board upon
a change or discontinuance of his or her principal occupation or
business responsibilities. The Directors retirement policy
is set forth in the Companys Corporate Governance
Guidelines.
Director
Indemnity Plan
The Companys By-Laws provide for the Company to indemnify,
and advance expenses to, a person who is threatened with
litigation or made a party to a legal proceeding because of the
persons service as a Director of the Company. In addition,
the Companys Director Indemnity Plan affirms that a
Directors rights to this indemnification and expense
advancement are contract rights. The indemnity plan also
provides for expenses to be advanced to former Directors on the
same basis as they are advanced to current Directors. Any
amendment or repeal of the rights provided under the indemnity
plan would be prospective only and would not affect a
Directors rights with respect to events that have already
occurred.
28
MetLife 2011
Proxy Statement
Procedures for
Reviewing Related Person Transactions.
The Company has established written procedures for the review,
approval or ratification of related person transactions. A
related person transaction includes certain financial
transactions, arrangements or relationships in which the Company
is or is proposed to be a participant and in which a Director,
Director nominee or Executive Officer of the Company or any of
their immediate family members has or will have a material
interest. Related person transactions may include:
|
|
|
Legal, investment banking, consulting or management services
provided to the Company by a related person or an entity with
which the related person is affiliated;
|
|
|
Sales, purchases and leases of real property between the Company
and a related person or an entity with which the related person
is affiliated;
|
|
|
Material investments by the Company in an entity with which a
related person is affiliated;
|
|
|
Contributions by the Company to a civic or charitable
organization for which a related person serves as an executive
officer; and
|
|
|
Indebtedness or guarantees of indebtedness involving the Company
and a related person or an entity with which the related person
is affiliated.
|
Under the procedures, Directors, Director nominees and Executive
Officers of the Company are required to report related person
transactions in writing to the Company. The Governance Committee
reviews, approves or ratifies related person transactions
involving Directors, Director nominees and the Chief Executive
Officer or any of their immediate family members. A vote of a
majority of disinterested Directors of the Governance Committee
is required to approve or ratify a transaction. The Chief
Executive Officer reviews, approves or ratifies related person
transactions involving Executive Officers of the Company (other
than the Chief Executive Officer) or any of their immediate
family members. The Chief Executive Officer may refer any such
transaction to the Governance Committee for review, approval or
ratification if he believes that such referral would be
appropriate.
The Governance Committee or the Chief Executive Officer will
approve a related person transaction if it is fair and
reasonable to the Company and consistent with the best interests
of the Company, taking into account the business purpose of the
transaction, whether the transaction is entered into on an
arms-length basis on terms fair to the Company, and
whether the transaction is consistent with applicable codes of
conduct of the Company. If a transaction is not approved or
ratified, it may be referred to legal counsel for review and
consultation regarding possible further action by the Company.
Such action may include terminating the transaction if not yet
entered into or, if it is an existing transaction, rescinding
the transaction or modifying it in a manner that would allow it
to be ratified or approved in accordance with the procedures.
The Board of Directors reviewed the transactions described below
under Related Person Transactions American
International Group, Inc. in connection with its approval
of such transactions, and has determined that the transactions
are consistent with the criteria set forth in the preceding
paragraph with respect to the approval of related person
transactions. However, the Companys procedures do not
contemplate separate review of related person transactions
involving persons other than Directors, Director nominees and
Executive Officers.
Related Person
Transactions
American International Group,
Inc.
Under a Stock Purchase Agreement, dated
as of March 7, 2010 (the
Acquisition Agreement
)
among MetLife, American International Group, Inc. (
AIG
),
and Seller (a subsidiary of AIG), as amended, MetLife acquired
American Life Insurance Company and Delaware American Life
Insurance Company (together,
Alico
) on November 1,
2010 (the
Acquisition
). The Acquisition resulted in
Seller and AIG becoming the beneficial owners of more than 5% of
the outstanding Shares.
To complete the Acquisition, MetLife paid to Seller
$7.2 billion in cash, after adjustments, and issued to
Seller (i) 78,239,712 Shares; (ii) $3 billion
aggregate stated amount of common equity units (the
Equity
Units
); and (iii) 6,857,000 shares of
MetLifes Series B Contingent Convertible Junior
Participating Non-Cumulative Perpetual Preferred Stock, par
value $0.01 per share (
Convertible
29
MetLife 2011
Proxy Statement
Preferred Stock
), which were convertible into
68,570,000 Shares upon a favorable vote of MetLifes
stockholders. On March 8, 2011, Seller sold all of the
78,239,712 Shares and the 40,000,000 Equity Units in public
offerings, and MetLife repurchased and cancelled all of the
Convertible Preferred Stock. As a result, AIG and Seller ceased
to be beneficial owners of 5% or more of the outstanding Shares.
Equity Units.
The Equity Units consist of
(i) forward purchase contracts obligating the holder to
purchase a variable number of Shares on specified future dates
for a fixed price and (ii) an interest in
(x) $1.0 billion aggregate principal amount of
MetLifes 1.564% Series C Senior Debentures due 2023,
(y) $1.0 billion aggregate principal amount of
MetLifes 1.923% Series D Senior Debentures due 2024
and (z) $1.0 billion aggregate principal amount of
MetLifes 2.463% Series E Senior Debentures due 2045.
On March 15, 2011, MetLife will pay $55.83 million
(consisting of interest on the Senior Debentures and contract
payments on the forward purchase contracts) to Seller with
respect to the Equity Units. Under the terms of the Equity
Units, the Series C Senior Debentures, the Series D
Senior Debentures and the Series E Senior Debentures
constituting part of the Equity Units will each be subject to
separate remarketings and sold to investors. Holders of the
Equity Units who elect to include their Senior Debentures in a
remarketing can use the proceeds thereof to meet the obligations
under the forward purchase contracts to purchase Shares.
Approximately 67.8 million to 84.7 million Shares,
subject to adjustment, will be issuable upon the settlement of
the forward purchase contracts.
Investor Rights Agreement.
In connection with
the Acquisition, MetLife, Seller and AIG entered into an
Investor Rights Agreement, dated as of November 1, 2010
(the
Investor Rights Agreement
). The Investor Rights
Agreement set forth certain registration rights MetLife granted
to Seller in connection with the securities issued to Seller as
part of the purchase price consideration, and set forth certain
agreements with respect to Sellers ownership, voting and
transfer of these securities. As of March 8, 2011, Seller
no longer
owned any of the securities that were subject to the Investor
Rights Agreement.
Coordination Agreement.
On March 1, 2011,
MetLife, Seller, and AIG entered into a coordination agreement
(the
Coordination Agreement
). Under that agreement,
MetLife repurchased from Seller all of the Convertible Preferred
Stock for approximately $2.95 billion, MetLifes net
proceeds from its public offering of 68,570,000 Shares,
which closed on March 8, 2011. MetLife also agreed to waive
the
lock-up
restrictions imposed on Seller under the Investor Rights
Agreement to the extent necessary to permit Seller to offer and
sell all of its Shares and Equity Units in a public offering.
Seller proceeded to offer and sell all of its Shares and Equity
Units.
Indemnification and Indemnification
Collateral.
The Acquisition Agreement provides
that Seller and MetLife will indemnify each other for losses
pursuant to the terms and conditions set forth therein.
Additionally, MetLife may be required to make certain other
payments to Seller, and Seller may be required to make certain
other payments to MetLife, pursuant to the terms and conditions
of the Acquisition Agreement, including certain
post-closing purchase price adjustments. For example, on
March 8, 2011, Seller paid MetLife approximately
$300 million in cash with respect to an estimated tax
payment that was paid by Alico to the Internal Revenue Service
on February 15, 2011. The estimated tax payment was payable
by Alico as a result of MetLifes decision to make certain
tax elections with respect to the Acquisition under
section 338(h)(10) and section 338(g) of the Internal
Revenue Code. At this time, MetLife cannot approximate the
aggregate dollar amount of such other payments that may become
payable pursuant to the Acquisition Agreement.
Seller pledged the Equity Units to secure payment of
Sellers obligations to MetLife under the Acquisition
Agreement and ancillary agreements (the
Indemnification
Collateral
), including certain indemnification obligations.
Under the Coordination Agreement, on March 8, 2011, Seller
substituted $3 billion of the net proceeds from
Sellers public offering of the Equity Units for all of the
Equity Units, and the Equity Units were released from the
pledge. From and after that date, the Indemnification Collateral
will consist
30
MetLife 2011
Proxy Statement
solely of cash and certain permitted investments. The
Indemnification Collateral may, from time to time, be withdrawn
by MetLife or Seller in accordance with the terms of the
Coordination Agreement and Acquisition Agreement.
AIG Guarantee.
MetLife, Seller and AIG entered
into a letter agreement on October 29, 2010 relating to
AIGs guarantee obligations under the Acquisition Agreement
(the
Restructuring Amendment
). In the event Seller does
not have sufficient cash or other liquid assets to satisfy its
obligations to MetLife and certain of its affiliates and
representatives, including Sellers indemnity obligations,
on a timely basis, the Restructuring Amendment provides, among
other things, that AIG will unconditionally guarantee all such
obligations of Seller by direct payment to MetLife and such
affiliates and representatives.
Special Asset Protection Agreement.
MetLife
and Alico entered into a Special Asset Protection Agreement with
Seller on November 1, 2010 (
Special Asset Protection
Agreement
). The Special Asset Protection Agreement provides
for a loss sharing arrangement with respect to certain assets,
whereby, if there is a default in the payment of scheduled
interest or a default in the payment of principal or if an asset
under certain conditions is sold or restructured at a loss, and
the aggregate of any shortfalls exceeds $100 million,
Seller will be obligated to pay to Alico 50% of such shortfalls
in excess of $100 million. To the extent that Alico
receives any payments from Seller for an asset shortfall, Alico
will be obligated pay Seller 50% of any recoveries on that asset
(net of certain items) until Seller has been reimbursed for all
such payments. With certain exceptions, the obligations of
Seller to make payments to Alico apply with respect to payment
defaults which arise until December 31, 2016, unless, on
that date, an asset has an uncured principal or interest payment
default. In that situation, Seller will remain obligated to make
any payments on that asset until the next scheduled principal or
interest payment, at which time, if the payment default remains
uncured, Seller will pay Alico the excess of (i) 50% of the
carrying value and all accrued but unpaid interest on that
asset, minus (ii) any payments made by Seller with respect
to that asset for which Alico has not reimbursed Seller
from any recoveries on that asset, subject to certain other
applicable offsets. At this time, MetLife cannot approximate the
aggregate dollar amount of any payments under the Special Asset
Purchase Agreement.
Transition Services Agreement.
MetLife and AIG
also entered into a Transition Services Agreement on
November 1, 2010 (
Transition Services Agreement
),
pursuant to which each party agreed to provide to the other
party and its affiliates scheduled services and access to
certain facilities as well as certain migration services,
knowledge transfer services, assistance with negotiations of
third party vendor relationships and resuming services.
Furthermore, additional services that were provided prior to the
closing of the Acquisition and that were identified within
180 days of the closing of the Acquisition, will be
provided by the applicable party on a commercially reasonable
efforts basis. Scheduled services will be provided for the
agreed period of time and for an agreed extension period, with
increased fees for services provided during the extension
period. In general, the term for services will not exceed
24 months from the closing of the Acquisition, except with
respect to migration services (which may continue for a period
of up to three months following the termination of the related
service) or except as caused by delays or failures in connection
with the provision of services or completion of certain required
separation actions. Services can be terminated on
30 days advance written notice (or such other period
of time as agreed to by the parties in the applicable schedule
to the Transition Services Agreement) to the party providing
such service, subject to the service recipient paying any
scheduled termination fees. The Transition Services Agreement
also provides for a variety of indemnities, as well as dispute
resolution mechanisms. At this time, MetLife estimates that
approximately $80 to $95 million will be paid in respect of
services provided pursuant to the Transition Services Agreement.
Ordinary Course Commercial Transactions.
From
time to time, MetLife or its affiliates, on the one hand, and
AIG or its affiliates, on the other hand, may enter into
ordinary course commercial contracts or other arrangements on
substantially
31
MetLife 2011
Proxy Statement
the same terms and conditions that prevail at the time for
comparable transactions with persons who are not related persons.
The foregoing descriptions of the Acquisition Agreement, the
Special Asset Protection Agreement and the Transition Services
Agreements are not complete and are qualified by reference to
the Acquisition Agreement, filed with MetLifes Current
Report on
Form 8-K,
dated March 11, 2010.
The foregoing descriptions of the Restructuring Amendment and
the Investor Rights Agreement are not complete and are qualified
by reference to such documents, filed with MetLifes
Current Report on
Form 8-K,
dated November 2, 2010.
The foregoing description of the Coordination Agreement is not
complete and is qualified by reference to the Coordination
Agreement filed with MetLifes Current Report on
Form 8-K,
dated March 2, 2011.
Executive Officers.
A Company affiliate
employs a sister of Executive Group member Nicholas D. Latrenta,
Executive Vice President and General Counsel. The
employees employment began approximately 6 years
before Mr. Latrenta became an Executive Group member. The
employee is not an officer of the Company or any MetLife
affiliate, does not report directly or indirectly to
Mr. Latrenta, and does not report directly to any other
member of the Executive Group. In 2010, the employee
participated in compensation and benefit arrangements generally
applicable to similarly-situated employees, and earned
compensation of approximately $120,142.
A Company affiliate employs a brother of Executive Group member
Maria R. Morris, Executive Vice President,
Technology & Operations. The employees
employment began approximately 15 years before
Ms. Morris became an Executive Group member. The employee
is not an officer of the Company or any MetLife affiliate, does
not report directly or indirectly to Ms. Morris, and does
not report directly to any other member of the Executive Group.
In 2010, the employee participated in compensation and benefit
arrangements generally applicable to similarly-situated
employees, and earned compensation of approximately $216,960.
Codes of
Conduct
Financial Management Code of Professional
Conduct.
The Company has adopted the MetLife
Financial Management Code of Professional Conduct, a code
of ethics as defined under the rules of the SEC, that
applies to the Companys Chief Executive Officer, Chief
Financial Officer, Chief Accounting Officer and all
professionals in finance and finance-related departments. A
current, printable version of the Financial Management Code of
Professional Conduct is available on the Companys website
at
www.metlife.com/corporategovernance
by selecting
Corporate Conduct
and then the appropriate link under the
heading Codes of Conduct. No amendments to, or
waivers of, any provisions of the Financial Management Code of
Professional Conduct that apply to the Companys Chief
Executive Officer, Chief Financial Officer, Chief Accounting
Officer or Corporate Controller were entered into or made in
2010. If any such amendments or waivers were entered into or
made, the Company would post information about them on the
Companys website at the address given above.
Employee Code of Business Conduct and Ethics and
Directors Code of Business Conduct and
Ethics.
The Company has adopted the
Directors Code of Business Conduct and Ethics, which is
applicable to all members of the Companys Board of
Directors including the Chief Executive Officer, and the
Employee Code of Business Conduct and Ethics, which applies to
all employees of Company affiliates, including the Executive
Officers of the Company. Current, printable versions of the
Directors Code and the Employee Code are available on the
Companys website at www.metlife.com/corporategovernance by
selecting
Corporate Conduct
and then the appropriate link
under the heading Codes of Conduct.
32
MetLife 2011
Proxy Statement
The Board of Directors recommends that you vote to ratify the
appointment of Deloitte & Touche LLP as MetLifes
independent auditor for the fiscal year ending December 31,
2011.
The Audit Committee has appointed Deloitte & Touche
LLP (
Deloitte
) as the Companys independent auditor
for the fiscal year ending December 31, 2011, subject to
shareholder ratification. Deloitte has served as independent
auditor of MetLife and most of its subsidiaries, including
Metropolitan Life Insurance Company, for many years. Its long
term knowledge of the MetLife group of companies, combined with
its insurance industry expertise, has enabled it to carry out
its audits of the Companys financial statements with
effectiveness and efficiency.
In considering Deloittes appointment, the Audit Committee
reviewed the firms qualifications and competencies,
including the following factors:
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|
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Deloittes status as a registered public accounting firm
with the Public Company Accounting Oversight Board (United
States) (
PCAOB
) as required by the Sarbanes-Oxley Act of
2002 (
Sarbanes-Oxley
) and the Rules of the PCAOB;
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Deloittes independence and its processes for maintaining
its independence;
|
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the results of the independent review of the firms quality
control system;
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|
the key members of the engagement team for the audit of the
Companys financial statements;
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Deloittes approach to resolving significant accounting and
auditing matters including consultation with the firms
national office; and
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Deloittes reputation for integrity and competence in the
fields of accounting and auditing.
|
The Audit Committee assures the regular rotation of the audit
engagement team partners as required by law.
The Audit Committee approves Deloittes audit and non-audit
services in advance as required under Sarbanes-Oxley and SEC
rules. Before the commencement of each fiscal year, the Audit
Committee appoints the independent auditor to perform audit
services that the Company expects to be performed for the fiscal
year and appoints the auditor to perform audit-related, tax and
other permitted non-audit services. The Audit Committee or a
designated member of the Audit Committee to whom authority has
been delegated may, from time to time, pre-approve additional
audit and non-audit services to be performed by the
Companys independent auditor. Any pre-approval of services
between Audit Committee meetings must be reported to the full
Audit Committee at its next scheduled meeting.
If the audit, audit-related, tax and other permitted non-audit
fees for a particular period or service exceed the amounts
previously approved, the Audit Committee determines whether or
not to approve the additional fees.
Based on this information, the Audit Committee pre-approves the
audit services that the Company expects to be performed by the
independent auditor in connection with the audit of the
Companys financial statements for the current fiscal year,
and the audit-related, tax and other permitted non-audit
services that management may desire to engage the independent
auditor to perform during the twelve month period following such
pre-approval. In addition, the Audit Committee approves the
terms of the engagement letter to be entered into by the Company
with the independent auditor.
Representatives of Deloitte will attend the 2011 Annual Meeting.
They will have an opportunity to make a statement if they desire
to do so, and they will be available to respond to appropriate
questions.
33
MetLife 2011
Proxy Statement
The following table presents fees for professional services
rendered by Deloitte for the audit of the Companys annual
financial statements, audit-related services, tax services and
all other services for the years ended December 31, 2010
and 2009.
Independent Auditors Fees for 2010 and 2009(1)
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|
|
|
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2010
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|
2009
|
|
Audit Fees(2)
|
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$
|
61.7 million
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|
$
|
40.7 million
|
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Audit-Related Fees(3)
|
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7.9 million
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7.2 million
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Tax Fees(4)
|
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7.0 million
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3.0 million
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All Other Fees(5)
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2.8 million
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0.3 million
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(1)
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All fees shown in the table related to services that were
approved by the Audit Committee.
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(2)
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Fees for services to perform an audit or review in accordance
with auditing standards of the PCAOB and services that generally
only the Companys independent auditor can reasonably
provide, such as comfort letters, statutory audits, attest
services, consents and assistance with and review of documents
filed with the SEC.
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(3)
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Fees for assurance and related services that are traditionally
performed by the Companys independent auditor, such as
audit and related services for employee benefit plan audits, due
diligence related to mergers, acquisitions and divestitures,
accounting consultations and audits in connection with proposed
or consummated acquisitions and divestitures, control reviews,
attest services not required by statute or regulation, and
consultation concerning financial accounting and reporting
standards.
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(4)
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Fees for tax compliance, consultation and planning services. Tax
compliance generally involves preparation of original and
amended tax returns, claims for refunds and tax payment planning
services. Tax consultation and tax planning encompass a diverse
range of services, including assistance in connection with tax
audits and filing appeals, tax advice related to mergers,
acquisitions and divestitures, advice related to employee
benefit plans and requests for rulings or technical advice from
taxing authorities.
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(5)
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Fees for other types of permitted services.
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34
MetLife 2011
Proxy Statement
This report is submitted by the Audit Committee of the MetLife
Board of Directors. No portion of this Audit Committee Report
shall be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, 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 of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.
The Audit Committee, on behalf of the Board, is responsible for
overseeing managements conduct of MetLifes financial
reporting and internal control processes. For more information
on the Audit Committee, see Board Committees
The Audit Committee on page 20.
Management has the responsibility for the preparation of
MetLifes consolidated financial statements and the
reporting process. Deloitte & Touche LLP
(
Deloitte
), as MetLifes independent auditor, is
responsible for auditing MetLifes consolidated financial
statements in accordance with auditing standards of the Public
Company Accounting Oversight Board (
PCAOB
).
Deloitte has discussed with the Audit Committee those matters
described in the PCAOB Standard, Communications with Audit
Committees (AU 380), Statement on Auditing Standards
No. 114, and
Rule 2-07
of
Regulation S-X
promulgated by the Securities and Exchange Commission. Deloitte
has also provided to the Audit Committee the written disclosures
and the letter required by applicable requirements of the PCAOB
regarding Deloittes communications with the Audit
Committee concerning independence, and the Audit Committee has
discussed with Deloitte its independence from MetLife.
During 2010, management updated its internal control
documentation for changes in internal control and completed its
testing and evaluation of MetLifes system of internal
control over financial reporting in response to the requirements
set forth in Section 404 of the Sarbanes-Oxley Act of 2002
and related regulations. The Audit Committee was kept apprised
of the progress of the evaluation and provided oversight and
advice to management during the process. In connection with this
oversight, the Audit Committee received updates provided by
management and Deloitte at each regularly scheduled Audit
Committee meeting. The Audit Committee also reviewed the report
of managements assessment of the effectiveness of internal
control over financial reporting contained in the Companys
2010 Annual Report on
Form 10-K,
which has been filed with the Securities and Exchange
Commission. The Audit Committee also reviewed Deloittes
report regarding its audit of the effectiveness of the
Companys internal control over financial reporting.
The Audit Committee reviewed and discussed with management and
with Deloitte MetLifes audited consolidated financial
statements for the year ended December 31, 2010 and
Deloittes Report of Independent Registered Public
Accounting Firm dated February 23, 2011 regarding the 2010
audited consolidated financial statements included in the
Companys 2010 Annual Report on
Form 10-K.
The Deloitte report states that MetLifes 2010 audited
consolidated financial statements present fairly, in all
material respects, the consolidated financial position of
MetLife and its subsidiaries as of December 31, 2010 and
2009 and the results of their operations and cash flows for each
of the three years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in the
United States of America and includes an explanatory paragraph
on the adoption of certain recently issued accounting standards.
In reliance upon the reviews and discussions with
35
MetLife 2011
Proxy Statement
management and Deloitte described in this Audit Committee
Report, and the Board of Directors receipt of the Deloitte
report, the Audit Committee recommended to the Board that
MetLifes 2010 audited consolidated financial statements be
included in the Companys 2010 Annual Report on
Form 10-K.
Respectfully,
Kenton J. Sicchitano, Chair
Cheryl W. Grisé
John M. Keane
Alfred F. Kelly, Jr.
Catherine R. Kinney
Hugh B. Price
36
MetLife 2011
Proxy Statement
The Board of Directors recommends that you vote FOR this
proposal:
RESOLVED, that the compensation paid to the
Companys Named Executive Officers, as disclosed pursuant
to the compensation disclosure rules of the Securities and
Exchange Commission, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion, is
hereby APPROVED.
This proposal will give shareholders the opportunity to endorse
or not endorse the Companys executive compensation
programs and policies and the resulting compensation for the
Named Executive Officers, as described in this Proxy Statement.
Because the vote is advisory, the result will not be binding on
the Compensation Committee and it will not affect, limit, or
augment any existing compensation or awards. The Compensation
Committee will, however, take into account the outcome of the
vote when considering future compensation arrangements.
The following design features are key to the programs
success and promotion of shareholders interests:
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paying for performance: most compensation is variable 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 stock ownership guidelines;
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encouraging long-term decision-making: Stock Options vest over
three years and may normally be exercised over ten years, and
the ultimate value of Performance Shares is determined by the
Companys performance relative to its peers over three
years;
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rewarding achievement of the Companys business goals:
amounts available for annual incentive awards are based on
Company
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performance compared to its Business Plan; individual awards
take account of business unit and individual executive
performance relative to their goals; and
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avoiding incentives to take excessive risk: the Company makes
discretionary rather than formulaic awards; uses Operating
Earnings (which excludes investment gains and losses) as a key
performance indicator; and uses multiple-year performance to
determine the ultimate value of stock-based awards.
|
At the same time, the Companys executive compensation
program excludes practices that would be contrary to the
Companys compensation philosophy and contrary to
shareholders interests. For example, the Companys
executive compensation program:
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does not provide executives with guaranteed bonuses;
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does not allow executives, or other associates, to engage in
short sales, hedging, or trading in put and call options with
respect to the Companys securities;
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does not offer a supplemental executive retirement plan that
provides benefits under a different formula than the pension
plan applicable to most
U.S.-based
employees, or that adds 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 provide
change-in-control
severance pay beyond two times average pay; and
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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.
|
In 2010, the Company generated premiums, fees, and other
revenues that were up 5% from 2009, and its Operating Earnings
for 2010 were up 65% from 2009. Moreover, the Company
successfully completed the largest acquisition in the history of
37
MetLife 2011
Proxy Statement
the MetLife enterprise. As a result of the acquisition of Alico,
MetLife became a leading global provider of insurance, annuities
and employee benefit programs, serving approximately
90 million customers in over 60 countries. The acquisition
is expected to provide significant long-term strategic and
financial benefits to shareholders, including significant
long-term growth in revenues, earnings and return on equity. The
compensation of the Named Executive Officers reflects the
Compensation Committees independent evaluation of these
accomplishments, as well as their individual accomplishments.
The Compensation Committee and Board of Directors believes that
the Companys compensation programs and policies, and the
compensation of the Named Executive Officers, promote the
Companys business objectives with appropriate compensation
delivered in appropriate forms. Accordingly,
the Board of
Directors recommends that you vote FOR this proposal.
38
MetLife 2011
Proxy Statement
the Compensation Paid to the
Companys Named Executive Officers
The Board of Directors recommends that you vote in favor of a
ONE YEAR frequency for future advisory votes on executive
compensation.
This proposal will give shareholders the opportunity to express
their preference for how frequently they will cast an advisory
vote to endorse or not endorse the compensation paid to the
Companys Named Executive Officers, as disclosed pursuant
to the compensation disclosure rules of the SEC, including the
Compensation Disclosure and Analysis, compensation tables and
narrative discussion. Shareholders may cast a vote in favor of a
frequency of one year, two years, or three years, or they may
abstain.
The Board recommends an annual advisory vote because an annual
vote will allow shareholders to provide direct input on the
Companys compensation policies and practices, and the
resulting compensation for the Named Executive Officers, every
year. Shareholders would have the opportunity to consider the
Companys most recent
compensation decisions in the context of its pay for performance
philosophy and focus on increasing long-term shareholder value,
and to provide feedback to the Company in a timely way.
Because the frequency vote is advisory, the result will not be
binding on the Board of Directors or the Company. The Board
will, however, take into account the outcome of the vote when it
determines the frequency with which future advisory votes on
executive compensation will be held. The Board expects to make
its determination and disclose its decision to shareholders
within 150 days of the Annual Meeting.
The Compensation Committee and the Board of Directors believe
that an annual advisory vote on executive compensation is in the
best interests of the Company and its shareholders. Accordingly,
the Board of Directors recommends that you vote in favor of a
ONE YEAR frequency for future advisory votes on executive
compensation.
39
MetLife 2011
Proxy Statement
This report is furnished by the Compensation Committee of
MetLifes Board of Directors. The Compensation Committee
has reviewed and discussed with management the Compensation
Discussion and Analysis that is set forth on pages 41
through 56 of this Proxy Statement and, based on such review and
discussion, the Compensation Committee has recommended to the
Board of Directors that such Compensation Discussion and
Analysis be included in this Proxy Statement and incorporated by
reference in the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010.
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, or the Securities Exchange
Act of 1934, as amended, 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 of 1933, as amended, or the Exchange
Act.
Respectfully,
James M. Kilts, Chair
Eduardo Castro-Wright
Cheryl W. Grisé
Alfred F. Kelly, Jr.
Hugh B. Price
Kenton J. Sicchitano
40
MetLife 2011
Proxy Statement
This Compensation Discussion and Analysis describes the
objectives and policies underlying MetLifes executive
compensation program. It also describes key factors that the
Compensation Committee considered in determining the
compensation of the members of the Executive Group. The
Executive Group includes the Named Executive Officers as well as
the other Executive Officers of the Company. References to the
Companys executive compensation programs and
policies refer to those that apply to the Executive Group.
Shareholders have the opportunity, at the 2011 Annual Meeting,
to vote to endorse or not endorse the compensation paid to the
Companys Named Executive Officers, as disclosed pursuant
to the compensation disclosure rules of the Securities and
Exchange Commission, including this Compensation Discussion and
Analysis and the compensation tables and narrative discussion.
The Compensation Committee and the Board of Directors believe
that this Compensation Discussion and Analysis and the
compensation tables and narrative discussion that follow support
their recommendation to approve that shareholder advisory
resolution.
Executive Summary
and Overview
2010 Business Results.
Throughout 2010,
MetLife continued to focus on its global objectives, creating
long-term shareholder value and growing its businesses, while
taking prudent (not excessive) risks. Maintaining focus was
essential to MetLifes success given the uncertain global
economy and impending comprehensive changes to the regulatory
framework.
MetLifes business results for 2010 included the following:
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premiums, fees and other revenues of $35.8 billion, up 5%
from 2009;
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Operating Earnings of $3,892 million, or $4.38 per
share, up from $2,365 million, or $2.87 per share, in 2009;
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Return on Equity of 10.2%, up from 6.7% in 2009; and
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cumulative pre-tax annualized savings of $700 million
through its Operational Excellence initiative, compared to its
objective of $600 million.
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For more information on these financial measures, see
Shared Financial Performance Goals on page 50.
At the same time, MetLife completed the largest acquisition in
its history by buying Alico. The acquisition transformed MetLife
into a global competitor which expects to generate 30% of
projected 2011 premiums, fees, and other revenues, and 40% of
projected 2011 Operating Earnings, from outside the United
States. The acquisition advanced MetLifes presence in
markets where the Company was established (such as western
Europe and Japan), and established MetLife positions in
important emerging growth markets (such as eastern Europe, parts
of Latin America, and the Middle East).
2010 Compensation Highlights.
MetLife
maintained its commitment to its pay for performance philosophy,
and continued to emphasize variable performance-based
compensation over fixed or guaranteed pay. For 2010, variable
compensation to Executive Group members was over seven times
fixed compensation, and stock-based incentive compensation for
2010 performance to Executive Group members was over one and
one-half times cash incentive compensation.
Given this mix of pay, Executive Group members interests
are aligned with those of shareholders.
41
MetLife 2011
Proxy Statement
Much of their compensation depends on increases in the price of
Shares that benefit shareholders. Further, the Companys
Share ownership guidelines align executives interests with
those of shareholders and reinforce the focus on long-term
shareholder value. The Named Executive Officers have maintained
significant Share ownership.
The Companys long-term performance, including changes to
the price of Shares, has a significant impact on the Named
Executive Officers compensation. For example, the
performance factor for the 2007-2009 Performance Shares (paid
out in 2010) was slightly below target, based on the
Companys three-calendar-year performance relative to
competition, and the price of Shares was considerably lower than
on the date the Performance Shares were granted due to a
tumultuous stock market. As a result, the payment value on
vesting of the awards was 53% of the target value of the awards
on the grant date. At the same time, the Companys total
shareholder return for 2010 was over 24%, which compares
favorably to the increase in the Chief Executive Officers
compensation as reported in the Total column of the
Summary Compensation Table (approximately 20%).
Changes made in 2009 continued to have an impact in 2010. The
cap on final average pay for purposes of auxiliary pension
benefits contributed to an absolute decrease in the present
value of the Chief Executive Officers accumulated pension
benefits for 2010. In addition, for four of the five Named
Executive Officers, the amount of perquisites and personal
benefits provided by the Company dropped from 2009, reflecting
the continuing Company practice of scrutinizing the items it
provides to ensure that they remain limited and reasonable.
Further, the reduction in the severance pay and related benefits
potentially payable to a terminated executed after a
change-in-control, which became effective in 2010, resulted in a
64% decrease in the amount of such potential payments to the
Chief Executive Officer and a 56% decrease in the amount of such
potential payments for the other Named Executive Officers
combined.
Risk Assessment.
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. The Chief Risk Officer discussed
aspects of his analysis with the Compensation Committee.
Compensation
Philosophy and Objectives
MetLifes executive compensation program is designed to:
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provide competitive Total Compensation opportunities that will
attract, retain 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 stock 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, business unit and
individual performance.
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MetLifes program aligns with Company strategies and has a
number of features that contribute to prudent decision making
and avoid providing executives with an incentive to take
excessive risks. One important feature is the use of Operating
Earnings as a metric in incentive programs. Operating Earnings
excludes investment gains and losses, which removes incentives
to take excessive risk in MetLifes investment portfolio.
In addition, the Company uses three-year 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.
42
MetLife 2011
Proxy Statement
Overview of
Compensation Program
MetLife uses a competitive total compensation structure that
consists of base salary, annual incentive awards and stock-based
long-term incentive award opportunities. For purposes of this
discussion and MetLifes compensation program,
Total
Compensation
for an Executive Group member means the total
of those three elements. The Independent Directors approve the
Total Compensation for the Chief Executive Officer and the other
Executive Group members.
The Compensation Committee recommends Total Compensation amounts
for each Executive Group member for approval by the Independent
Directors. When determining an Executive Group members
Total Compensation, the Committee considers the three elements
of Total Compensation together. As a result, decisions on the
award or payment amount of one element impact the decisions on
the amount of other elements.
Each Executive Group members Total Compensation reflects
the Compensation Committees assessment of Company,
business unit, and the executives performance as well as
competitive market data based on peer compensation comparisons.
However, the Compensation Committee does not structure
particular elements of compensation to relate to separate
individual goals or performance.
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. As a result, decisions
about those benefits do not vary based on decisions about an
Executive Group members base salary or annual or
stock-based awards.
Generally, the forms of compensation and benefits provided to
the Executive Group members are similar to those provided to
other officer-level employees. None of the Executive Group
members is a party to any agreement with the Company that
governs the executives employment.
The Compensation Committees independent executive
compensation consultant, Meridian, assisted the Committee 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 Board
Committees The Compensation Committee
beginning on page 21.
43
MetLife 2011
Proxy Statement
VARIABLE VS.
FIXED COMPENSATION
A substantial portion of the Executive Group members Total
Compensation for 2010 performance was variable and dependent
upon the attainment of performance objectives or the value of
Shares.
STOCK-BASED
INCENTIVES VS. ANNUAL CASH INCENTIVES
To align executive and shareholder interests, in determining
Total Compensation for 2010 performance, the Compensation
Committee allocated a greater portion of the Executive Group
members variable compensation to stock-based incentives
than it allocated to annual cash incentives:
For purposes of the above calculations, Performance Shares were
valued using a Share price, based on recently-prevailing Share
prices at the time of grant, that was also used for compensation
planning purposes. Each Stock Option was valued at one-third of
that price. See Stock-Based Long-Term Incentive
Awards beginning on page 53. All of the long-term
incentive compensation awarded to the Executive Group members
consisted of Stock Options that vest over three years, or at the
end of three years, and awards normally payable in the form of
Shares that cannot be acquired by the executive for at least
three years.
Peer Compensation
Comparisons
The Compensation Committee periodically reviews the
competitiveness of MetLifes Total Compensation structure
using data reflecting a comparator group of companies in the
insurance and broader financial services industries with which
MetLife competes for executive talent (
Comparator Group
).
Likewise, the Compensation Committee reviews the composition of
the Comparator Group from time to time to assure that it remains
an appropriate
comparison for the Company. The Compensation Committee reviewed
and modified the Comparator Group in 2010 and made a minor
change. The Committee added PNC Financial Services Group, Inc. a
large company with a broad financial services range of business
and removed Suntrust Banks, Inc., a smaller regional bank.
The current Comparator Group consists of the 24 financial
services companies listed under Comparator Group
below. Companies were chosen for the Comparator Group in light
of their
44
MetLife 2011
Proxy Statement
size 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, or both.
MetLife was between the 50th and 75th percentile of
the Comparator Group as a whole in each of assets (as of
year-end 2009), revenue (for 2009), and market capitalization
(as of April, 2010).
In 2010, the Compensation Committee also reviewed the
Companys approach to determining competitive Total
Compensation. In view of the increasingly global nature of the
Companys business as a consequence of its acquisition of
Alico, and the greater proportion of the Companys earnings
derived outside the United States, the Compensation Committee
concluded that a broader focus on financial services competitors
as a group better reflected the challenges the Executive Group
faced and the expectations it had for the performance of the
business. To that end, the Compensation Committee has determined
that an Executive Group members Total Compensation is
competitive if it falls between the 50th and
75th percentile of the companies in the Comparator Group
for the executives position, based on total compensation
data from recent periods (the
Competitive Range
). (Prior
to this change, the Compensation Committee had
compared Executive Group members Total Compensation
opportunities to the 50th percentile of the entire
Comparator Group and the 75th percentile of the insurance
companies in the Comparator Group.) The Compensation Committee
does not compare compensation on a separate
element-by-element
basis, but rather focuses on Total Compensation.
The Competitive Range for an Executive Group members Total
Compensation is one element of the Compensation Committees
determination of Total Compensation for the executive. For 2010
performance, Mr. Wheelers, Mr. Toppetas,
and Mr. Kandarians Total Compensation fell within the
upper third of the Competitive Range for their respective
positions and Mr. Mullaneys Total Compensation fell
within the approximate middle third of the Competitive Range for
his position. Mr. Henriksons Total Compensation was
slightly above the Competitive Range for his position. The
Compensation Committee considered the Companys 2010
results, Mr. Henriksons own performance, and the
impact of recent turmoil in the financial services sector on the
Competitive Range for Chief Executive Officers in determining
that Mr. Henriksons compensation should be above that
range.
COMPARATOR
GROUP
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AEGON N.V.
Aflac Incorporated
The Allstate Corporation
American Express Company
AXA Financial, Inc.
Bank of America Corporation
Citigroup Inc.
The Hartford Financial Services Group, Inc.
HSBC Holdings plc
ING Groep N.V.
JPMorgan Chase & Co.
Lincoln National Corporation
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Manulife Financial Corporation
Massachusetts Mutual Life Insurance Company
Morgan Stanley
Nationwide Financial Services, Inc.
New York Life Insurance Company
PNC Financial Services Group Inc.
The Principal Financial Group, Inc.
Prudential Financial, Inc.
Sun Life Financial Inc.
The Travelers Companies, Inc.
U.S. Bancorp
Wells Fargo & Company
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45
MetLife 2011
Proxy Statement
Setting Total
Compensation
Chief Executive Officer
Compensation.
At the beginning of 2010, the
Chief Executive Officer 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 48.
In early 2011, the Compensation Committee recommended to the
Independent Directors the Total Compensation for the Chief
Executive Officer, including annual and stock-based awards for
2010. The Committees Total Compensation recommendations
for 2010 reflected its assessment of Mr. Henriksons
performance relative to his established goals and objectives in
his role as Chief Executive Officer, and took into account
Mr. Henriksons performance relative to additional
business challenges and opportunities that arose during the
year. The Committee also considered competitive market data
provided by Meridian. Meridians report included a
comparison and analysis of Mr. Henriksons
compensation to chief executive officer compensation at
Comparator Group companies. The comparison included historical
information on Comparator Group companies size (measured
by revenue, market capitalization and assets) and performance
(measured by
3-year
and
1-year
growth in Operating Earnings, book value, operating return on
equity, and total shareholder return) compared to MetLife. The
application of these practices and processes for 2010 resulted
in relatively higher compensation being awarded to
Mr. Henrikson than to other Executive Group members due to
Mr. Henriksons broader responsibilities and higher
levels of accountability as the most senior executive in the
Company, as well as competitive market data.
Compensation of Other Executive Group
Members.
At the beginning of 2010, the Chief
Executive Officer and each Executive Group member agreed on the
respective executives goals. In early 2011, the Chief
Executive Officer provided to the Compensation Committee an
assessment of the other Executive Group members
performance during 2010 relative to their goals and the
additional business challenges and opportunities that arose
during the year. He also recommended to the Committee Total
Compensation amounts for each Executive Group member taking into
account performance during the year as well as available
competitive data and compensation opportunities for each
position. The Committee reviewed these recommendations and
endorsed the components of each Executive Group members
Total Compensation to the Board of Directors.
The Executive Vice President, Human Resources of the Company
provided the Compensation Committee with advice and
recommendations on the form and overall level of executive
compensation, and provided guidance and information to the Chief
Executive Officer to assist him in making recommendations to the
Compensation Committee of Total Compensation amounts for each
Executive Group member, other than herself. She also provided
guidance to the Committee on the Committees general
administration of the programs and plans in which Executive
Group members, as well as other employees, participate.
Other than the Chief Executive Officer and the Executive Vice
President, Human Resources, no Executive Group member played a
role in determining the compensation of any of the other
Executive Group members. Neither the Chief Executive Officer nor
the Executive Vice President, Human Resources took part in the
Boards consideration of his or her own compensation.
46
MetLife 2011
Proxy Statement
Components of
Compensation and Benefits
The primary components of the Companys 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:
Fixed based on position, scope of
responsibilities, individual performance, and competitive data
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Compensation for services during the year
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Annual Incentive Awards:
Variable based on
performance relative to Company, business unit, and individual
goals and (when applicable) additional business challenges or
opportunities that arose during the year that were not reflected
in previously established goals for the year; the Compensation
Committee determines awards using its judgment of all of these
factors as a whole, and not by using a formula
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Primary compensation vehicle for recognizing and differentiating
individual performance each year; designed to 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:
Amount of
awards based on discretionary assessment of individual level of
responsibility, performance, relative contribution, and
potential for assuming increased responsibilities; ultimate
value of awards depends exclusively on increases in the price of
Shares (Stock Options), or on MetLifes performance
relative to its competition as well as the value of Shares
(Performance Shares); generally, 50% of Stock-Based Long-Term
Incentive Awards to Executive Group members are allocated to
Stock Options and 50% to Performance Shares, valued using a
compensation planning Share price (based on recently-prevailing
Share prices at the time of grant) for Performance Shares, and
one-third of that Share price for Stock Options
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Ensures that Executive Group members have a significant
continuing stake in the long-term financial success of the
Company (see Stock Ownership on page 54);
aligns executives interests with those of shareholders;
encourages decisions and rewards performance that contribute to
the long-term growth of the Companys business and enhance
shareholder value; motivates Executive Group members to
outperform MetLifes competition in terms of key
performance measures over a three-year period; encourages
executives to remain with MetLife
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Benefits
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Retirement Program and Other
Benefits:
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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Attracts and retains executives and other employees
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47
MetLife 2011
Proxy Statement
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Description
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Strategic Role
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Potential
Payments
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Severance Pay and Related Benefits:
Transition
assistance if employment ends due to job elimination or, in
limited circumstances, poor performance
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Encourages focus on transition to other opportunities and allows
the Company to obtain a release of employment-related claims
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Change-in-control Benefits:
Replacement or vesting
of stock-based long-term incentive awards; severance and related
benefits also paid 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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Retains Executive Group members through a change-in-control and
allows executives to act in the best interests of shareholders
in a change-in-control without distractions due to concerns over
personal circumstances; promotes the unbiased and disinterested
efforts of the Executive Group members to maximize shareholder
value during and after a change-in-control; keeps executives
whole in situations where Shares may no longer exist or awards
otherwise can not or will not be replaced
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The primary components of the Companys executive
compensation and benefits program are further discussed below.
Base
Salary
The base salaries earned by the Named Executive Officers in 2010
are reported in the Summary Compensation Table on page 57.
In February 2010 the Compensation Committee approved the
following base salary increases for the following Named
Executive Officers in light of their levels of responsibility,
their performance, and the competitive market:
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Base Salary
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Effective
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Executive
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Increase
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Date
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William J. Wheeler
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$
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25,000
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December 1, 2010
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William J. Toppeta
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$
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20,000
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March 1, 2010
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William J. Mullaney
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$
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25,000
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August 1, 2010
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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.
AVIP is administered as a Cash-Based Awards program under the
MetLife, Inc. 2005 Stock and Incentive Compensation Plan
(
Stock and Incentive Plan
). The 2010 AVIP Awards are
reported in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table on
page 57.
Section 162(m) of the United States Internal Revenue Code
(Section 162(m))
limits the deductibility of
compensation paid to four of the Companys most
highly-compensated executives, but exempts certain
performance-based compensation from those limits.
For 2010, the Compensation Committee established limits and
performance goals for purposes of qualifying the AVIP awards to
the Companys Executive Group members for this exemption.
See Non-Equity Incentive Plan Awards on page 63
for more information about the individual maximums set for 2010
AVIP awards.
Determining the Amount Available for
Awards.
Each year, the Compensation Committee
approves the maximum amount available for AVIP awards to all
covered employees, including the Named Executive Officers, which
for 2010 included 23,000 employees. Early in 2010, the
Compensation Committee determined that the amount available for
2010 would be based primarily on the Companys Operating
Earnings and, to a lesser extent, its Return on Equity, compared
to the Companys 2010 Business Plan (the
Business
Plan
), subject to its exercise of discretion. The
methodology for determining this amount for 2010 was as follows:
48
MetLife 2011
Proxy Statement
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($ in millions)
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AVIP Operating Earnings Factor
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Operating Earnings
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$
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3,817
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(1)
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Less Excess or Shortfall of Variable Investment Income (solely
to the extent more than 10% higher or lower than the business
plan target)
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$
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(393
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)
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Result
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$
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3,424
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Business Plan Operating Earnings
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$
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3,415
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Operating Earnings less Excess or Shortfall of Variable
Investment Income as a percentage of Business Plan Operating
Earnings equals AVIP Operating Earnings Factor (may not exceed
150%)
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100.0
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%(2)
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AVIP Return on Equity Factor
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Return on Equity
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10.7
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%(1)
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Less Business Plan Return on Equity
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(9.7
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)%
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Result
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1.0
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%
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AVIP Return on Equity Modifier (for each 0.1% by which the
Return on Equity exceeds the Business Plan, 0.3% is added (may
not exceed 15%)
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3.0
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%
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Calculation of Total Amount Available for AVIP Awards
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Annual Operating Earnings Factor plus Annual Operating Return on
Equity Modifier equals AVIP Performance Factor
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103.0
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%
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Total target-performance planning amount of all employees
AVIP awards (the
AVIP Planning Target
)
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$
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331
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Total amount available for all AVIP awards equals AVIP
Performance Factor times AVIP Planning Target
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$
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341
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(1)
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Excludes the impact of the Alico acquisition.
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(2)
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Rounded to the nearest whole percent.
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For more information on Operating Earnings and Return on Equity,
see Shared Financial Performance Goals on
page 50. For this purpose, Variable Investment
Income means after-tax variable investment income
available to common shareholders.
This formula avoids providing employees with an incentive to
take excessive risk in several ways. Operating Earnings does not
include investment gains or losses. In addition, the impact of
after-tax variable investment income is limited to no more than
a 10% variation from the Business Plan. 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.
Performance Goals.
The Executive Group
members performance goals consisted of shared financial
performance goals and individual performance goals, all of them
aligned with the Companys performance objectives. The
Compensation Committee considered the Companys financial
results, and each Named Executive Officers
accomplishments, in determining the Named Executive
Officers 2010 AVIP Awards.
49
MetLife 2011
Proxy Statement
Shared Financial Performance Goals.
The
Executive Group members key shared financial performance
goals for 2010 included Operating Earnings, Earnings Per Share,
Return on Equity, and Book Value Per Share, as set forth in the
Business Plan. Under the leadership of Mr. Henrikson and
the Executive Group, the Company achieved the results in 2010
compared below to its 2010 Business Plan and its results for
2009:
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2010
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2010
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Business Plan
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2009
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Operating Earnings ($ millions)
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$
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3,892
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$
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3,415
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$
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2,365
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Earnings Per Share
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$
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4.38
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$
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4.12
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$
|
2.87
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Return on Equity
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10.2%
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9.7%
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6.7%
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Book Value Per Share
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$
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43.23
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$
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44.04
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$
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41.69
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These performance measures are not calculated based on
accounting principles generally accepted in the United States of
America (
GAAP
). They should be read in conjunction with
Appendix B to this Proxy Statement, which includes
reconciliations to the most directly comparable GAAP measures,
which are income (loss) from continuing operations, net of
income tax (for
Operating Earnings
), net income (loss)
available to common shareholders per diluted common share (for
Earnings Per Share
), return on the Companys common
equity (for
Return on Equity
), and book value per actual
common share (for
Book Value Per Share
).
Individual Performance Goals.
In addition to
their shared financial performance goals for 2010, each Named
Executive Officer had individual performance goals.
Key individual goals for Mr. Henrikson included:
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promoting long-term shareholder value, particularly through
strategic international growth;
|
|
|
refining and implementing strategic growth and expense reduction
initiatives;
|
|
|
maintaining and enhancing effective risk management;
|
|
|
developing leadership to assure executive succession consistent
with sustained excellence; and
|
|
|
driving strategic communications and building relationships to
increase associate engagement and bolster MetLifes thought
leadership.
|
Under Mr. Henriksons leadership, MetLife undertook a
strategic assessment in 2010 which determined that international
growth would be key to creating long-term shareholder value. As
a result of MetLifes completion of the acquisition of
Alico, 2011 Operating Earnings from International are expected
to be more than double the goal, set before MetLife began to
pursue the acquisition, of generating 20% of MetLifes
Operating Earnings from international operations by 2012.
MetLife also established an Enterprise Strategy Management Group
to translate strategic decisions into concrete actions. The
Companys cumulative pre-tax annualized savings of
$700 million in 2010 exceeded its Operational Excellence
goal of $600 million.
The Company strengthened its risk management infrastructure
through the continued development of its Enterprise Risk
Management organization, led by the Chief Risk Officer. Both
regulators and credit rating agencies recognized MetLifes
demonstrated success and effectiveness in avoiding losses
incurred by some competitors.
Mr. Henriksons ongoing focus on executive leadership
development and succession planning has prepared MetLife for
continued future success. In addition to preparing for CEO
succession when he reaches his mandatory retirement date,
Mr. Henrikson replaced the retiring General Counsel with an
internal candidate and conducted a comprehensive assessment of
the top fifty executives in senior management for the Board of
Directors, emphasizing their readiness to take on greater
leadership or the developmental opportunities they need to be
prepared for greater responsibilities. Under
Mr. Henriksons leadership, the Company has also put
action plans into place to improve talent management and create
the conditions necessary to empower associates.
50
MetLife 2011
Proxy Statement
Mr. Henrikson employed strategic communications with
associates to promote common objectives and shared values. He
also successfully communicated to external stakeholders about
many issues that affect MetLifes business, enhancing
MetLifes position in thought leadership.
Mr. Henrikson served on the Presidents Export
Council, which enabled him to reinforce with government leaders
the importance of free trade in financial services.
Mr. Henrikson also served as the Chairman of the American
Council of Life Insurers which, along with his role as Chief
Executive Officer of MetLife, provided an opportunity to bring
his vast experience in the insurance industry and leadership of
MetLife to bear on regulatory and legislative issues and
initiatives such as financial services reform.
Mr. Wheelers key individual goals included:
|
|
|
leadership of the Alico acquisition and the financing necessary
to pay for the acquisition;
|
|
|
continued development and financial performance of MetLife Bank;
|
|
|
maintenance of appropriate capital levels;
|
|
|
leadership of operational excellence initiatives;
|
|
|
continued strengthening of risk management;
|
|
|
active management of initiatives to optimize capital usage and
return on equity expansion;
|
|
|
active engagement in public accounting developments; and
|
|
|
enhanced career development for associates in the Financial
Management Group.
|
Mr. Wheeler successfully led the Alico acquisition and
obtained financing designed to optimize the enterprise capital
structure, maintain credit ratings, and limit Share dilution. In
addition, under Mr. Wheelers leadership, MetLife
Banks financial performance exceeded its goals of
$1.112 billion in revenue, $177 million in Operating
Earnings and 19% Return on Equity, but did not meet its goal of
a 74% efficiency ratio. The Company also maintained satisfactory
credit ratings and satisfactory risk-based capital levels for
its domestic insurance companies, and strengthened overall risk
management through reserve financing and rollout of an enhanced
capital model and enhanced risk management processes. The
Companys operational excellence initiatives exceeded its
goals for pre-tax savings (before one-time costs) of
$639 million. The Financial Management Group business unit
fell just short of its pre-tax savings (before one-time costs)
goal of $50 million. At the same time, Mr. Wheeler led
the Companys active engagement in key accounting
initiatives such as presentations to the International
Accounting Standards Board (
IASB
) and IASB and Financial
Accounting Standards Board (
FASB
) staff on convergence
and participated in the FASB emerging issue task force
consideration of deferred acquisition costs. Finally,
Mr. Wheeler enhanced the career development of Financial
Management Group associates through preparing his direct reports
for advancement to additional responsibilities and successful
integration of the Alico financial staff.
Mr. Toppetas key individual goals included:
|
|
|
the financial performance of the International business unit;
|
|
|
closing day Alico integration deliverables; and
|
|
|
design and implementation of new management structures for the
combined International business unit.
|
Under Mr. Toppetas leadership, the International
business unit (excluding Alico) met or exceeded its financial
plan goals for earnings ($590 million) and return on equity
(12.9%), and substantially met its goal for premiums, fees, and
other revenues ($5 billion), but did not meet its goal for
sales ($6.2 billion). International business grew in sales,
premiums, fees, and other revenues, earnings, and return on
equity over 2009. The Company accomplished the closing day Alico
integration deliverables, making the closing a transparent event
to customers, distributors, and associates. Mr. Toppeta
also led the successful implementation of a new operating model
and organization structure to ensure seamless continuity of
operations and to achieve 2010 goals while preserving the
pre-acquisition core strengths of both MetLife and Alico
international operations. Mr. Toppeta established an
International leadership team, balancing the talent, skill, and
expertise of each prior
51
MetLife 2011
Proxy Statement
organization, and implemented governance processes (including
delegations of authority) to clarify roles and decision-making
authority, with checks and balances for appropriate risk
management. Finally, Mr. Toppeta established effective
communication channels within the combined organization, with
analysts, with customers, and with regulators.
Mr. Mullaneys key individual goals included:
|
|
|
meeting the U.S. Business goals under the financial plan;
|
|
|
development and deployment of the U.S. Business strategy;
|
|
|
talent management and organizational effectiveness; and
|
|
|
rationalizing distribution across diverse channels.
|
Under Mr. Mullaneys leadership, U.S. Business
exceeded its financial plan goals for earnings
($2.9 billion), return on equity (12.4%), and expense
savings ($167.7 million), but did not meet its goal for
premiums, fees and other revenues ($30.0 billion).
Mr. Mullaney also led U.S. Business in rolling out its
new, customer-centric business strategy, with both short-term
deliverables and a long-term roadmap to achieve growth
objectives and an integrated communication plan for both sales
and non-sales associates. U.S. Business also conducted
development reviews for all officer-level associates and
succession planning for critical roles. Mr. Mullaney led
the effort to begin the transformation of distribution across
channels in U.S. Business by moving to lower-cost models
while increasing sales agent productivity, developing a stronger
value proposition to recruit and retain experienced sales
agents, and performing a comprehensive review of the
distribution system as a whole. This distribution system review
identified the most profitable and attractive segments, the role
of each channel in meeting future customer needs, and the
operating model needed to optimize all channels.
U.S. Business also supported Global Brand and Marketing
Services in creating the middle market direct marketing
initiative, a platform which is expected to make direct
marketing a more prominent part of future sales.
Mr. Kandarians key individual goals included:
|
|
|
effectively managing MetLifes investment portfolio to meet
MetLifes investment plan in light of changing market
conditions, producing net investment income without taking
excessive risk;
|
|
|
addressing the Companys asset-liability management needs;
|
|
|
integrating the Alico investment portfolio into the overall
enterprise portfolio;
|
|
|
leading the effort to refresh the Companys strategy to
meet future business challenges;
|
|
|
designing and implementing an Alico brand integration
strategy; and
|
|
|
establishing new initiatives in branding and marketing.
|
Under Mr. Kandarians leadership, MetLife exceeded its
investment plan goal of $16.45 billion in net investment
income, and had net realized after-tax losses that were less
than the plan goal of $1 billion. Mr. Kandarian also
maintained portfolio yields and lengthened the portfolios
duration as interest rates fell, repositioning the portfolio to
return to long-term targets. At the same time,
Mr. Kandarian successfully integrated Alicos
investment portfolio into that of MetLife. Mr. Kandarian
created and led the Enterprise Strategy Group to refresh
corporate strategy and determine the financial metrics and
priorities for that effort. The Companys Global Brand and
Marketing Services formulated and executed the Alico integration
brand strategy, launched a middle market initiative to acquire
new customers through direct marketing and deployed new
underwriting techniques to radically reduce the time from
application to sale, and increased brand visibility.
52
MetLife 2011
Proxy Statement
Stock-Based
Long-Term Incentive Awards
The Company awards Stock Options and Performance Shares and
determines the amount of such awards as part of its Total
Compensation program.
Stock Options.
Stock Options
are
granted at an exercise price equal to the closing price of
Shares on the date of grant. The ultimate value of Stock Options
depends exclusively on increases in the price of Shares.
One-third of each award of Stock Options vests on each of the
first three anniversaries of the date of grant.
Performance Shares.
Performance Shares
are units that may become payable in Shares at the end of a
three-year performance period, depending on specified Company
performance relative to MetLifes competition over that
time. For this purpose, MetLifes competition is defined as
the Fortune
500
®
companies included in the Standard & Poors
Insurance Index (
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 paid is determined by the
Companys performance in total shareholder return and
change in annual net Operating Earnings per share (as defined by
the Company for each year) compared to the other Insurance Index
Comparators. The amount paid can be as low as zero and as high
as twice the number of Performance Shares granted. Beginning
with awards made in 2009, if the Company does not produce a
positive total shareholder return for the performance period,
the number of Shares to be paid out, if any, will be reduced by
25%. For additional information about the Performance Share
formula, see Equity Incentive Plan Awards on
page 63.
The Performance Shares for the
2007-2009
performance period became payable during 2010. Based on
MetLifes performance relative to the Insurance Index
Comparators for that period, the Company paid 94% of each vested
Performance Share award. For information about these payments,
see the table entitled, Option Exercises and Stock Vested
in 2010 on page 67.
In 2010, Standard & Poors added Berkshire
Hathaway Inc. (
BHI
) to its insurance index. The
Compensation Committee has excluded BHI from the Insurance Index
Comparators beginning with Performance Share awards for the
2011-2013
performance period. Given the size of BHI, and the diversity of
its business outside of insurance and financial services, the
Committee determined that excluding BHI from the Insurance Index
Comparators for future awards will maintain an appropriate peer
comparison. Without this prospective change, BHI would comprise
a disproportionate part of the Insurance Index Comparators,
representing over 40% of the total market capitalization of the
Insurance Index Comparators as of October 21, 2010.
Vesting, Tax, and
Accounting.
Performance Shares and Stock
Options 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
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 the United States Employees (the
Retirement
Plan
) to begin payout of certain benefits immediately upon
separation from service. See Pension Program
beginning on page 54 for more information about the
Retirement Plan. Employees who are
Bridge Eligible
are
considered eligible for post-retirement medical benefits despite
not being Retirement Eligible.
The Company has designed Performance Shares and Stock Options to
meet the requirements for the performance-based
compensation exemption from Section 162(m) limits. As
designed, these awards also qualify as equity-classified
instruments whose fair value for determining compensation
expense under current accounting rules is fixed on the date of
grant. This allows the Company to provide stock-based incentive
opportunities while limiting the volatility of the related
accounting cost of such compensation. For information about the
specific grants of Stock Options and Performance Shares to the
Named Executive Officers in 2010, see the table entitled
Grants of Plan-Based Awards in 2010 on page 63.
53
MetLife 2011
Proxy Statement
Performance-Based
Compensation Recoupment Policy
The Companys performance-based compensation recoupment
policy applies to all officers and officer-equivalent employees
of the Company and its affiliates and subsidiaries. The policy
provides that the Company (and its affiliates or subsidiaries)
will seek the recovery of performance-based compensation
purportedly earned by or paid to such an employee where the
compensation was based on Company financial results that were
subsequently restated due to the employees fraudulent or
other wrongful conduct, and the restated financial results would
have resulted in lower or no compensation. The policy reinforces
the Companys intent to seek recovery of performance-based
compensation under such circumstances.
Equity Award
Timing Practices
The Committee grants Stock Options and Performance Shares to the
Executive Group members at its regularly scheduled meeting in
February of each year. The amount of the grants are made with
consideration of the Total Compensation for each Executive Group
member, including AVIP awards and any base salary increases. The
exercise price of these Stock Options is the closing price of a
Share on the day the Stock Options are granted. The Company has
never granted, and has no plans to grant, any stock-based awards
to current or new employees in coordination with the release of
non-public information about the Company or any other company.
The Chief Executive Officer does not have any authority to grant
stock-based awards of any kind to any Executive Group members,
the Chief Accounting Officer, the Chief Risk Officer, or
Directors of the Company.
Stock
Ownership
To further promote alignment of managements interests with
shareholders, the Company has established minimum Share
ownership guidelines for officers at the Senior Vice-President
level and above, including the Executive Group members. Each is
expected to own Shares in an amount that is equal to a
percentage or multiple of annual base salary rate depending on
position.
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.
Each employee subject to the guidelines is expected to retain
the net Shares acquired through the exercise of Stock Options or
from long-term stock-based incentive plan award payments until
the employee meets the guidelines. The Companys policy
prohibits all employees, including the Executive Group members,
from engaging in short sales, hedging, and trading in put and
call options, with respect to the Companys securities.
The Share ownership of the active Named Executive Officers,
rounded to the nearest whole multiple of their respective annual
base salary rates, is reported below as of December 31,
2010:
|
|
|
|
|
|
|
|
|
Name
|
|
Ownership
|
|
Guideline
|
|
C. Robert Henrikson
|
|
|
13
|
|
|
|
7
|
|
William J. Wheeler
|
|
|
7
|
|
|
|
4
|
|
William J. Toppeta
|
|
|
9
|
|
|
|
4
|
|
William J. Mullaney
|
|
|
4
|
|
|
|
4
|
|
Steven A. Kandarian
|
|
|
2
|
|
|
|
4
|
|
Mr. Kandarian has retained all net Shares acquired through
stock-based compensation awards from the beginning of his
employment through the end of 2010. During 2010,
Mr. Kandarian increased his ownership by over 72%, on a
multiple of base salary rate basis.
Retirement and
Other Benefits
MetLife recognizes the importance of providing comprehensive,
cost-effective employee benefits to attract, retain and motivate
talented associates. 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.
The Company sponsors a
pension program in which all eligible U.S. employees,
including the Executive Group members, participate after one
year of service. The program includes the Retirement Plan and
54
MetLife 2011
Proxy Statement
the MetLife Auxiliary Pension Plan (
Auxiliary Pension
Plan
), an unfunded nonqualified plan.
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. 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.
The Auxiliary Pension Plan does not provide any pension benefits
for any Executive Group members, other than those that would
apply under the (qualified) Retirement Plan if U.S. tax
limits on accruals did not apply. The same final average
compensation formula is used for Traditional Formula pension
benefits in both plans, for benefits accrued in 2010 and later.
For additional information about pension benefits for the Named
Executive Officers, see the table entitled Pension
Benefits on page 68.
Savings and Investment Program.
The
Company sponsors a savings and investment program for
U.S. employees in which each Executive Group member is
eligible to participate. 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 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.
Employee contributions to the Savings and Investment Plan may be
made on a before-tax 401(k), Roth 401(k) or after-tax basis. The
Company also provides a matching contribution to employees after
one year of service in order to encourage and reward such
savings. The Auxiliary Savings and Investment Plan provides
additional
Company contributions to 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 57. 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 2010, are reported in the
table entitled Nonqualified Deferred Compensation on
page 71.
Nonqualified Deferred Compensation.
The
Company sponsors a nonqualified deferred compensation program
for officer-level employees, including the Executive Group
members. Participants may choose from a range of simulated
investments, according to which the value of their deferrals may
go up or down. See the table entitled Nonqualified
Deferred Compensation on page 71 for amounts of
nonqualified deferred compensation reported for the Named
Executive Officers.
Employees choose in advance the amount they want to defer, the
date on which payment of their deferred compensation will begin
and whether they want to receive payment in a lump sum or in up
to 15 annual payments. If the employee becomes Retirement
Eligible or Bridge Eligible, the employees choice of form
and timing of payment are honored. Otherwise, the Company
generally pays out the employees deferred compensation in
a single lump sum after the end of the employees service.
The continued deferral of income taxation and pre-tax simulated
investment earnings through the employees chosen payment
dates encourage employees to remain with the Company.
Perquisites
The Company provides its Executive Group members with limited
perquisites.
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
55
MetLife 2011
Proxy Statement
him to use the Companys aircraft for all personal and
business travel. To maximize the accessibility of Executive
Group members, the Company makes leased vehicles and drivers and
outside car services available to them for commuting and
personal use.
For recordkeeping and administrative convenience of the Company,
the Company also pays certain other costs, such as those for
travel and meals for family members accompanying Executive Group
members on business functions.
The incremental cost of perquisites provided to the Named
Executive Officers during 2010 is included in the All
Other Compensation column of the Summary Compensation
Table on page 57.
Severance Pay and
Related Benefits
If an Executive Group members employment with the Company
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 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, with
longer-service employees receiving greater payments and benefits
than shorter-service employees given the same salary grade and
base salary. Employees who are not Retirement Eligible or Bridge
Eligible and who receive severance pay also receive a prorata
cash payment in consideration of their unvested Performance
Shares and Restricted Stock Units. The Company also may enter
into severance agreements that can differ from the general terms
of the program, where business circumstances warrant.
Change-in-Control
Arrangements
The Company has adopted arrangements that would impact the
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.
Executive Severance Plan.
The Company
established the MetLife Executive Severance Plan (
Executive
Severance Plan
) in 2007 to replace individual
change-in-control
agreements. The Compensation Committee determined the terms of
the plan on an overall program basis in light of its judgment of
what is appropriate in order to maximize shareholder value
should a
change-in-control
occur. The terms apply in the same manner to each Executive
Group member. An Executive Group member who receives benefits
under the Executive Severance Plan would not 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, as described beginning on page 77 under
Termination with Severance Pay
(Change-in-Control),
the executives employment must also terminate under
certain circumstances in order for the executive to receive
severance pay and related benefits.
Additional
Change-in-Control
Arrangements.
The Companys Stock
Option, Performance Share, and Restricted Stock Unit 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. Unless such substitution occurs, 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
beginning on page 75. The Company determined the elements
of its definition of
change-in-control
in light of the impact that a change in Board membership, a sale
of substantially all assets, or the acquisition of a controlling
interest in the Company by a single shareholder or group of
shareholders would have on the Company.
56
MetLife 2011
Proxy Statement
The amounts reported in the table below for 2010 include
elements in addition to compensation paid to the Named Executive
Officers in 2010. The table includes items such as salary and
cash incentive compensation that have been earned and paid (or
earned and deferred), as well as the grant date fair value of
Performance Shares and Stock Options granted in 2010. The
Performance Shares and Stock Options may never become payable or
may ultimately have a value that differs substantially from the
values reported in this table. The table also includes for 2010
changes in the value of pension benefits from prior year-end to
year-end 2010, which will become payable only after the Named
Executive Officer ends his or her employment. In addition, the
amounts in the Total column do not represent Total
Compensation as defined for purposes of the Companys
compensation structure and philosophy, and include elements that
do not relate to 2010 performance. For additional information,
see Compensation Discussion and Analysis beginning
on page 41. The items and amounts reported in the table
below for 2009 and 2008 bear a similar relationship to
performance and amounts paid or payable in those years.
Mr. Mullaney was not a Named Executive Officer in the
Companys 2008 Proxy Statement. Accordingly, only his
compensation with respect to 2010 and 2009 is reported.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name and Principal
|
|
|
|
Salary
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
C. Robert Henrikson,
|
|
|
2010
|
|
|
$
|
1,000,000
|
|
|
$
|
3,933,280
|
|
|
$
|
4,088,000
|
|
|
$
|
4,500,000
|
|
|
$
|
0
|
(1)
|
|
$
|
346,574
|
|
|
$
|
13,867,854
|
|
Chairman of the Board,
|
|
|
2009
|
|
|
$
|
1,000,000
|
|
|
$
|
2,898,000
|
|
|
$
|
2,301,600
|
|
|
$
|
3,500,000
|
|
|
$
|
1,620,255
|
|
|
$
|
280,483
|
|
|
$
|
11,600,338
|
|
President and
|
|
|
2008
|
|
|
$
|
1,000,000
|
|
|
$
|
4,056,500
|
|
|
$
|
3,723,300
|
|
|
$
|
3,250,000
|
|
|
$
|
10,043,542
|
|
|
$
|
404,129
|
|
|
$
|
22,477,471
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Wheeler,
|
|
|
2010
|
|
|
$
|
627,083
|
|
|
$
|
902,720
|
|
|
$
|
940,800
|
|
|
$
|
2,000,000
|
|
|
$
|
337,606
|
|
|
$
|
95,291
|
|
|
$
|
4,903,500
|
|
Executive Vice President
|
|
|
2009
|
|
|
$
|
608,333
|
|
|
$
|
1,987,200
|
|
|
$
|
1,645,800
|
|
|
$
|
1,300,000
|
|
|
$
|
277,488
|
|
|
$
|
102,156
|
|
|
$
|
5,920,977
|
|
and Chief Financial Officer
|
|
|
2008
|
|
|
$
|
568,750
|
|
|
$
|
898,255
|
|
|
$
|
824,445
|
|
|
$
|
1,200,000
|
|
|
$
|
216,945
|
|
|
$
|
109,647
|
|
|
$
|
3,818,042
|
|
William J. Toppeta,
|
|
|
2010
|
|
|
$
|
646,667
|
|
|
$
|
870,480
|
|
|
$
|
784,000
|
|
|
$
|
1,700,000
|
|
|
$
|
630,517
|
|
|
$
|
91,907
|
|
|
$
|
4,723,571
|
|
President, International
|
|
|
2009
|
|
|
$
|
630,000
|
|
|
$
|
621,000
|
|
|
$
|
493,200
|
|
|
$
|
900,000
|
|
|
$
|
1,051,447
|
|
|
$
|
86,671
|
|
|
$
|
3,782,318
|
|
|
|
|
2008
|
|
|
$
|
625,000
|
|
|
$
|
811,300
|
|
|
$
|
735,795
|
|
|
$
|
800,000
|
|
|
$
|
1,760,357
|
|
|
$
|
105,587
|
|
|
$
|
4,838,039
|
|
William J. Mullaney,
|
|
|
2010
|
|
|
$
|
610,417
|
|
|
$
|
870,480
|
|
|
$
|
896,000
|
|
|
$
|
1,500,000
|
|
|
$
|
738,081
|
|
|
$
|
76,576
|
|
|
$
|
4,691,554
|
|
President, U.S. Business
|
|
|
2009
|
|
|
$
|
562,500
|
|
|
$
|
621,000
|
|
|
$
|
411,000
|
|
|
$
|
1,000,000
|
|
|
$
|
875,838
|
|
|
$
|
76,651
|
|
|
$
|
3,546,989
|
|
Steven A. Kandarian,
|
|
|
2010
|
|
|
$
|
625,000
|
|
|
$
|
870,480
|
|
|
$
|
896,000
|
|
|
$
|
1,500,000
|
|
|
$
|
197,136
|
|
|
$
|
69,000
|
|
|
$
|
4,157,616
|
|
Executive Vice President
|
|
|
2009
|
|
|
$
|
583,333
|
|
|
$
|
1,987,200
|
|
|
$
|
1,519,200
|
|
|
$
|
1,100,000
|
|
|
$
|
173,487
|
|
|
$
|
77,100
|
|
|
$
|
5,440,320
|
|
and Chief Investment Officer
|
|
|
2008
|
|
|
$
|
531,250
|
|
|
$
|
840,275
|
|
|
$
|
771,255
|
|
|
$
|
1,000,000
|
|
|
$
|
213,112
|
|
|
$
|
93,297
|
|
|
$
|
3,449,189
|
|
|
|
|
(1)
|
|
The present value of accumulated pension benefits for
Mr. Henrikson declined by $321,382 in 2010. See
Change in Pension Value and Nonqualified Deferred
Compensation Earnings in the narrative discussion below.
|
57
MetLife 2011
Proxy Statement
Salary
The amount reported in the Salary column for 2010 represents the
amount of base salary earned by each Named Executive Officer in
2010.
For 2010, the relationship of each Named Executive
Officers base salary payments to the amount in the Total
column, rounded to the nearest whole number, is:
|
|
|
|
|
|
|
Base Salary Payments as a
|
Executive
|
|
Percentage of Total Column
|
|
C. Robert Henrikson
|
|
|
7
|
%
|
William J. Wheeler
|
|
|
13
|
%
|
William J. Toppeta
|
|
|
14
|
%
|
William J. Mullaney
|
|
|
13
|
%
|
Steven A. Kandarian
|
|
|
15
|
%
|
Stock
Awards
These awards were made pursuant to the Stock and Incentive Plan.
No monetary consideration was paid by a Named Executive Officer
for any Performance Shares. No dividends or dividend equivalents
are earned on Performance Shares. 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
beginning on page 75.
2010 Awards.
On February 23, 2010,
the Compensation Committee awarded each Named Executive Officer
Performance Shares, payable in Shares after the end of the
three-year performance period from January 1, 2010 to
December 31, 2012. Shares are payable to eligible award
recipients following the completion of the performance period.
In order for Performance Shares for the
2010-2012
performance period to be payable, 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)
either for the
third year of the performance period or for the performance
period as a whole, or (2) positive total shareholder return
(
TSR
) either for the third year of the performance period
or for the performance period as a whole.
If any of the above income or TSR goals are met, the number of
Shares payable at the end of the performance period is
calculated by multiplying the number of Performance Shares by a
performance factor (from 0% to 200%). The performance factor is
determined by reference to the Companys performance
relative to the Insurance Index Comparators. Such performance is
measured on the basis of TSR and change in annual net Operating
Earnings available to common shareholders per share
(
Operating EPS
).
The Companys Operating EPS is measured year over year for
each year of the performance period, as compared to the other
companies in the Insurance Index Comparators (other than
companies which adopt International Financial Reporting
Standards before the Company does). For each year, Operating EPS
will be defined in the Companys Quarterly Financial
Supplement for the fourth quarter of the prior year. The results
for each of the three years of the performance period are
averaged.
The Companys TSR is compared to the composite return of
the Insurance Index Comparators during the performance period.
TSR will be determined using the change (plus or minus) from the
initial closing price of a Share to the final closing price of a
Share, plus reinvested dividends, for the performance period,
divided by the initial closing price of a Share. For this
purpose, the initial closing price is the average of the closing
prices for the 20 trading days before the performance period,
and the final closing price is the average of the closing prices
for the 20 trading days prior to and including the final trading
day of the performance period.
58
MetLife 2011
Proxy Statement
The following are some significant performance percentiles and
their corresponding performance factors:
|
|
|
|
|
MetLife TSR minus Insurance Index
|
|
TSR
|
Comparators TSR equals:
|
|
Performance Factor
|
|
30% or above
|
|
|
100
|
%
|
0%
|
|
|
50
|
%
|
−25%
|
|
|
25
|
%
|
−26% or less
|
|
|
0
|
%
|
|
|
|
|
|
MetLife Rank as a Percentile of
|
|
Operating EPS
|
Insurance Index Comparators
|
|
Performance Factor
|
|
75th or Above
|
|
|
100
|
%
|
median
|
|
|
50
|
%
|
25th
|
|
|
25
|
%
|
below 25th
|
|
|
0
|
%
|
Each of the two performance elements (TSR and Operating EPS) is
weighted equally and added together to produce a total
performance factor. If, however, the Companys TSR for the
performance period is zero percent or less, the total
performance factor will be multiplied by 0.75 to produce the
total performance factor.
For a further discussion of the performance goals applicable to
the Performance Share awards in 2010, see Compensation
Discussion and Analysis beginning on page 41.
2009 and 2008 Awards.
The method for
determining the performance factor for the Performance Share
awards made to the Named Executive Officers in 2009 and 2008
will depend on the Companys change in annual Operating EPS
and TSR during the three-year performance period, as defined for
each award. In order for Performance Shares awarded in 2009 to
be payable, the Company must generate positive net income
available to common shareholders for either the third year of
the performance period or for the performance period as a whole.
For a description of the material terms and conditions of the
2009 and 2008 awards, see the table entitled, Grants of
Plan-Based Awards in the applicable Company Proxy
Statement.
Method for Determining Amounts
Reported.
The amounts reported in this column
were calculated by multiplying the number of Performance Shares
by a grant date fair value per share of $32.24 for 2010, $20.70
for 2009, and $57.95 for 2008. Those
amounts represent the aggregate grant date fair value of the
Performance Shares awarded in each year under FAS 718
consistent with the estimate of aggregate compensation cost to
be recognized over the service period. 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 Performance Share awards are subject,
determined under FAS 718. The grant date fair values of the
Performance Share awards assuming the highest level of
performance conditions would be double the amounts reported in
this column, as the same grant date fair value per share would
be used but the total performance factor used would be 200%.
For a description of the assumptions made in determining the
expenses, see Notes 1 and 18 in the Notes to Consolidated
Financial Statements in the Companys Annual Report on
Form 10-K
for the applicable year. In determining these expenses, it was
assumed that each Named Executive Officer would satisfy any
service requirements for vesting or payment 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.
The amounts reported in this column for 2008 differ from the
amounts reported in the Companys 2009 Proxy Statement. The
amounts reported in that Proxy Statement represented the
Companys accounting expense in 2008 for all outstanding
Share awards. The method for determining the amounts reported in
this column in this Proxy Statement reflects revised SEC rules
effective on the date of this Proxy Statement.
Option
Awards
Each of these awards was made pursuant to the Stock and
Incentive Plan. No monetary consideration was paid by a Named
Executive Officer for the award of any Stock Option. For a
description of the effect on the awards of a termination of
employment or
change-in-control
of MetLife, see Potential Payments Upon
59
MetLife 2011
Proxy Statement
Termination or
Change-in-Control
beginning on page 75.
2009, 2008, and 2007 Awards.
On
February 23, 2010, the Compensation Committee awarded each
Named Executive Officer Stock Options at a per Share exercise
price equal to the closing price of a Share on that date
($34.84). In the case of the Stock Options awarded in 2009 and
2008, the exercise price was also equal to the closing price of
Shares on the grant date ($23.30 and $60.51, respectively),
which was the date that the Compensation Committee acted to
award the Stock Options.
The Stock Options will normally become exercisable at the rate
of one-third of each grant on each of the first three
anniversaries of that grant date, and expire on the day before
the tenth anniversary of that grant date (except for the special
grants of 130,000 Stock Options to Mr. Wheeler and 120,000
Stock Options to Mr. Kandarian made in 2009, which will
normally become exercisable on the third anniversary of their
grant date, and which were discussed in further detail in the
Companys 2010 Proxy Statement).
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 share of $11.20 for 2010, $8.22 for
2009 (except for the special grants to Mr. Wheeler and
Mr. Kandarian, which had a grant date fair value per share
of $8.55, and which were discussed in further detail in the
Companys 2010 Proxy Statement), and $17.73 for 2008. Those
amounts represent the aggregate grant date fair value of the
Stock Options awarded in each year under FAS 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, see Notes 1 and 18 in the Notes to Consolidated
Financial Statements in the Companys Annual Report on
Form 10-K
for the applicable year. In determining these expenses, it was
assumed that each Named Executive Officer would satisfy any
service requirements for vesting or payment 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.
The amounts reported in this column for 2008 differ from the
amounts reported in the Companys 2009 and Proxy Statement.
The amounts reported in those Proxy Statements represented the
Companys accounting expense in 2008 for all outstanding
Stock Options. The method for determining the amounts reported
in this column in this Proxy Statement reflects revised SEC
rules effective on the date of this Proxy Statement.
Non-Equity
Incentive Plan Compensation
The amounts reported in the Non-Equity Incentive Plan
Compensation column for 2010 are the 2010 AVIP Awards made in
February 2011 by the Compensation Committee to each of the Named
Executive Officers, which are based on 2010 performance. The
awards are payable in cash by March 15, 2011. 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 2010 on page 63.
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 2010
represent the aggregate increase during 2010 in the present
value of accumulated pension benefits for each of the Named
Executive Officers, except for Mr. Henrikson. These
increases reflect additional service in 2010, any increase in
base salary compensation rate in 2010, and annual incentive
awards payable in March 2010 for services in 2009.
Mr. Henrikson and the other Named Executive Officers
participate in the same retirement program that applies to other
employees. For all employees in the Traditional Formula for
their entire career who reach full benefit status (as
Mr. Henrikson did in 2009), the program, when combined with
social security benefits, generally replaces 60% of final
average cash compensation upon retirement. For
Mr. Henrikson, the increases
60
MetLife 2011
Proxy Statement
in 2009 and 2008 were the result of the application of the same
Traditional Formula rules for determining benefits that apply to
other eligible senior officers.
In early 2009, at Mr. Henriksons recommendation, the
Auxiliary Pension Plan was amended to cap the final average
compensation of each participant, including each Executive Group
member, at $4.6 million. The purpose and effect of this
change on Mr. Henriksons benefit is to reduce
expected future pension accruals, thus limiting future increases
in his benefit.
The present value of accumulated pension benefits for
Mr. Henrikson declined by $321,382 in 2010. As of
January 1, 2010 Mr. Henrikson had passed the earliest
date he could retire with full pension benefits (age 62 with at
least 20 years of service). Since Mr. Henrikson did
not retire and begin receiving his benefits on that date, he
effectively lost the value of the benefit payments he would have
received in 2010 had he retired. Under the Traditional Formula,
the benefit accrual for 2010 service for employees, such as
Mr. Henrikson, who had at least 35 years of service,
was limited to 0.5% of final average compensation, or less than
one-
third of the accrual for annual service during the first
35 years of service. In addition, as a result of the
amendment to the Auxiliary Pension Plan limiting final average
compensation to $4.6 million, Mr. Henriksons
final average compensation did not increase during 2010. As a
result, the value of the benefit payments foregone by
Mr. Henrikson in 2010 far exceeds the value of the limited
amount of his additional accrual for 2010 service and the impact
of a change to the discount rate used to calculate the present
value of qualified benefits.
For a description of pension benefits, including the formula for
determining benefits, see the table entitled Pension
Benefits on page 68.
The Named Executive Officers earnings on their
nonqualified deferred compensation in 2010 were not 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 on
page 71.
All Other
Compensation
The amounts reported in this column for 2010 include all other
items of compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Life
|
|
|
|
|
|
|
Savings and
|
|
Insurance
|
|
|
|
|
|
|
Investment
|
|
Above
|
|
Perquisites and
|
|
|
|
|
Program
|
|
Standard
|
|
Other Personal
|
|
|
Executive
|
|
Contributions
|
|
Formula
|
|
Benefits
|
|
Total
|
|
C. Robert Henrikson
|
|
$
|
180,000
|
|
|
$
|
0
|
|
|
$
|
166,574
|
|
|
$
|
346,574
|
|
William J. Wheeler
|
|
$
|
77,083
|
|
|
$
|
2,751
|
|
|
$
|
15,457
|
|
|
$
|
95,291
|
|
William J. Toppeta
|
|
$
|
61,867
|
|
|
$
|
0
|
|
|
$
|
30,040
|
|
|
$
|
91,907
|
|
William J. Mullaney
|
|
$
|
64,417
|
|
|
$
|
0
|
|
|
$
|
12,159
|
|
|
$
|
76,576
|
|
Steven A. Kandarian
|
|
$
|
69,000
|
|
|
$
|
0
|
|
|
|
|
(1)
|
|
$
|
69,000
|
|
|
|
|
(1)
|
|
For Mr. Kandarian, the aggregate amount of perquisites and
other personal benefits provided to him by the Company in 2010
was less than $10,000.
|
Company Savings and Investment Program
Contributions.
The Company makes matching
contributions to the Savings and Investment Plan, which is a
tax-qualified 401(k) plan. In 2010, it made $9,800 in matching
contributions for each Named Executive Officer. It also makes
contributions to the Auxiliary Savings and Investment Plan due
to Internal Revenue Code limits on the amount of compensation
that is eligible for contributions to the Savings and
Investment Plan. The amount of Company 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 71.
Life Insurance Coverage Above Standard
Formula.
In 2003, the Company discontinued
its split-dollar life insurance programs in which a small group
of
61
MetLife 2011
Proxy Statement
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
amounts shown in the table above reflect the additional cost to
the Company in 2010 to provide group life insurance coverage at
those former levels over and above the cost for the standard
group life coverage.
Perquisites and Other Personal
Benefits.
The Companys aggregate
incremental cost to provide perquisites or other personal
benefits to each Named Executive Officer in 2010 (other than for
Mr. Kandarian) is included in the All Other
Compensation column for 2010. 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. Each type of perquisite or other personal benefit is
discussed below.
Personal Car Service.
These amounts include
the cost paid by the Company for car service provided by vendors
for personal travel. Where the Company used its own vehicles,
the cost of tolls, fuel, and driver overtime compensation is
included.
Personal Aircraft Use.
These 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 incremental cost
of personal aircraft use by Mr. Henrikson during 2010 was
$141,810. As of early 2009, the Company no longer required the
Chief Executive Officer to use the Companys aircraft for
all personal and business travel.
Personal Conference, Travel and Other.
These
amounts include the costs incurred by the Company for personal
items for the Named Executive Officer at a Company business
conference or meeting and for personal guests of the Named
Executive Officer at such events. Costs paid for a
Company-sponsored holiday event and to a vendor to make personal
travel reservations for the Named Executive Officers or their
family members are also included.
62
MetLife 2011
Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
All Other
|
|
|
|
Grant
|
|
|
|
|
Possible
|
|
|
|
|
|
|
|
Option
|
|
|
|
Date
|
|
|
|
|
Payouts Under
|
|
|
|
|
|
|
|
Awards:
|
|
Exercise
|
|
Fair
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
Number of
|
|
or Base
|
|
Value
|
|
|
|
|
Incentive Plan
|
|
Estimated Future Payouts Under
|
|
Securities
|
|
Price of
|
|
of Stock
|
|
|
|
|
Awards
|
|
Equity Incentive Plan Awards
|
|
Underlying
|
|
Option
|
|
and
|
|
|
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Options
|
|
Awards
|
|
Option
|
Name
|
|
Grant Date
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
Awards
|
|
C. Robert Henrikson
|
|
February 23, 2010
|
|
$
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
22,875
|
|
|
|
122,000
|
|
|
|
244,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3,933,280
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365,000
|
|
|
$
|
34.84
|
|
|
$
|
4,088,000
|
|
William J. Wheeler
|
|
February 23, 2010
|
|
$
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
5,250
|
|
|
|
28,000
|
|
|
|
56,000
|
|
|
|
|
|
|
|
|
|
|
$
|
902,720
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,000
|
|
|
$
|
34.84
|
|
|
$
|
940,800
|
|
William J. Toppeta
|
|
February 23, 2010
|
|
$
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
5,063
|
|
|
|
27,000
|
|
|
|
54,000
|
|
|
|
|
|
|
|
|
|
|
$
|
870,480
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,000
|
|
|
$
|
34.84
|
|
|
$
|
784,000
|
|
William J. Mullaney
|
|
February 23, 2010
|
|
$
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
5,063
|
|
|
|
27,000
|
|
|
|
54,000
|
|
|
|
|
|
|
|
|
|
|
$
|
870,480
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
$
|
34.84
|
|
|
$
|
896,000
|
|
Steven A. Kandarian
|
|
February 23, 2010
|
|
$
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
5,063
|
|
|
|
27,000
|
|
|
|
54,000
|
|
|
|
|
|
|
|
|
|
|
$
|
870,000
|
|
|
|
February 23, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
$
|
34.84
|
|
|
$
|
896,000
|
|
Non-Equity
Incentive Plan Awards
In February, 2010, the Compensation Committee made each Named
Executive Officer eligible for an AVIP award for 2010
performance of up to $10 million, if the Company attained
either of two performance goals in 2010. 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),
or (2) positive TSR. These goals were established for the
purpose of exempting AVIP awards to four of the Companys
most highly-compensated executives for 2010 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 factors and analysis of results considered by the
Compensation Committee in determining the 2010 AVIP awards are
discussed in the Compensation Discussion and Analysis.
Equity Incentive
Plan Awards
For a description of the material terms and conditions of these
awards, see the Summary Compensation
Table on page 57. If the Companys TSR and Operating
EPS performance results in a total performance factor of 25%,
and the Companys TSR for the performance period is zero
percent or less, the total performance factor will be 18.75% and
each Named Executive Officer would receive the number of
Performance Shares reflected in the Threshold column of this
table for that officer. If the Companys performance
results in a total performance factor of 100%, the Named
Executive Officer would receive the number of Performance Shares
reflected in the Target column of the table. If the
Companys performance results in a total performance factor
of 200%, the Named Executive Officer would receive the number of
Performance Shares reflected in the Maximum column of the table.
All Other Option
Awards
For a description of the material terms and conditions of these
awards, see the Summary Compensation Table on page 57.
Grant Date Fair
Value of Stock and Option Awards
For a description of the method used to determine the amounts
reported in this column, see the Summary Compensation Table on
page 57.
63
MetLife 2011
Proxy Statement
This table presents information about outstanding Stock Options
that were granted to the Named Executive Officers from 2001
through 2010. The Stock Options were outstanding because they
had not been exercised or forfeited as of December 31,
2010. This table also presents information about outstanding
Performance Shares granted to the Named Executive Officers. The
Performance Shares were outstanding because they had not vested
or become payable as of December 31, 2010 (except for the
Performance Shares for the performance period of January 1,
2008 to December 31, 2010, which vested on
December 31, 2010, but for which the amounts payable are
not yet known). The Stock Options and Performance Shares
reported in this table include awards granted in 2010, which are
also reported in the Summary Compensation Table on page 57
and the table entitled Grants of Plan-Based Awards in
2010 on page 63.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market or
|
|
|
Option Awards(1)
|
|
Unearned
|
|
Payout Value
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Shares,
|
|
of Unearned
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Units or
|
|
Shares, Units
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Other
|
|
or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Rights That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)(2)(3)
|
|
($)(4)
|
|
C. Robert Henrikson
|
|
|
140,000
|
|
|
|
0
|
|
|
$
|
30.35
|
|
|
February 18, 2012
|
|
|
664,000
|
|
|
$
|
29,508,160
|
|
|
|
|
115,000
|
|
|
|
0
|
|
|
$
|
26.00
|
|
|
February 17, 2013
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
0
|
|
|
$
|
35.26
|
|
|
February 16, 2014
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
0
|
|
|
$
|
38.47
|
|
|
April 14, 2015
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
|
|
0
|
|
|
$
|
50.12
|
|
|
February 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
210,000
|
|
|
|
0
|
|
|
$
|
62.80
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
140,000
|
|
|
|
70,000
|
|
|
$
|
60.51
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
93,334
|
|
|
|
186,666
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
365,000
|
|
|
$
|
34.84
|
|
|
February 23, 2020
|
|
|
|
|
|
|
|
|
William J. Wheeler
|
|
|
38,200
|
|
|
|
0
|
|
|
$
|
30.35
|
|
|
February 18, 2012
|
|
|
279,000
|
|
|
$
|
12,398,760
|
|
|
|
|
28,500
|
|
|
|
0
|
|
|
$
|
26.00
|
|
|
February 17, 2013
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
35.26
|
|
|
February 16, 2014
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
0
|
|
|
$
|
38.47
|
|
|
April 14, 2015
|
|
|
|
|
|
|
|
|
|
|
|
45,000
|
|
|
|
0
|
|
|
$
|
50.12
|
|
|
February 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
$
|
62.80
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
31,000
|
|
|
|
15,500
|
|
|
$
|
60.51
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
21,667
|
|
|
|
43,333
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
130,000
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
84,000
|
|
|
$
|
34.84
|
|
|
February 23, 2020
|
|
|
|
|
|
|
|
|
William J. Toppeta
|
|
|
10,325
|
|
|
|
0
|
|
|
$
|
29.95
|
|
|
April 8, 2011
|
|
|
142,000
|
|
|
$
|
6,310,480
|
|
|
|
|
95,330
|
|
|
|
0
|
|
|
$
|
30.35
|
|
|
February 18, 2012
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
0
|
|
|
$
|
26.00
|
|
|
February 17, 2013
|
|
|
|
|
|
|
|
|
|
|
|
65,000
|
|
|
|
0
|
|
|
$
|
35.26
|
|
|
February 16, 2014
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
0
|
|
|
$
|
38.47
|
|
|
April 14, 2015
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
0
|
|
|
$
|
50.12
|
|
|
February 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
62.80
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
27,666
|
|
|
|
13,834
|
|
|
$
|
60.51
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
40,000
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
70,000
|
|
|
$
|
34.84
|
|
|
February 23, 2020
|
|
|
|
|
|
|
|
|
64
MetLife 2011
Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market or
|
|
|
Option Awards(1)
|
|
Unearned
|
|
Payout Value
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Shares,
|
|
of Unearned
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Units or
|
|
Shares, Units
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Other
|
|
or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Rights That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)(2)(3)
|
|
($)(4)
|
|
William J. Mullaney
|
|
|
11,425
|
|
|
|
0
|
|
|
$
|
30.35
|
|
|
February 18, 2012
|
|
|
138,000
|
|
|
$
|
6,132,720
|
|
|
|
|
16,000
|
|
|
|
0
|
|
|
$
|
26.00
|
|
|
February 17, 2013
|
|
|
|
|
|
|
|
|
|
|
|
14,000
|
|
|
|
0
|
|
|
$
|
35.26
|
|
|
February 16, 2014
|
|
|
|
|
|
|
|
|
|
|
|
19,000
|
|
|
|
0
|
|
|
$
|
38.47
|
|
|
April 14, 2015
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
50.12
|
|
|
February 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
0
|
|
|
$
|
62.80
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
12,000
|
|
|
$
|
60.51
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
|
|
33,333
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
80,000
|
|
|
$
|
34.84
|
|
|
February 23, 2020
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
|
35,000
|
|
|
|
0
|
|
|
$
|
50.12
|
|
|
February 27, 2016
|
|
|
275,000
|
|
|
$
|
12,221,000
|
|
|
|
|
45,000
|
|
|
|
0
|
|
|
$
|
62.80
|
|
|
February 26, 2017
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
|
|
|
14,500
|
|
|
$
|
60.51
|
|
|
February 25, 2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
40,000
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
120,000
|
|
|
$
|
23.30
|
|
|
February 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
80,000
|
|
|
$
|
34.84
|
|
|
February 23, 2020
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For Mr. Wheeler, 65,000 of the Stock Options with an
exercise price of $23.30, and for Mr. Kandarian, 60,000 of
the Stock Options with an exercise price of $23.30 become
exercisable on the third anniversary of their grant date of
February 24, 2009. All of the other Stock Options for each
Named Executive Officer became exercisable (or will do so) at a
rate of one-third of each annual grant on each of the first
three anniversaries of the grant date. All of the options have
an expiration date that is the day before the tenth anniversary
of the grant date.
|
|
(2)
|
|
None of the Performance Shares reflected in this column have
been paid. If they are paid, the amount that is paid may be
different than the amounts reflected in this table. The number
of Performance Shares in this column was determined by
multiplying the aggregate Performance Shares awarded to each
Named Executive Officer for the performance periods of
January 1, 2008 to December 31, 2010, January 1,
2009 to December 31, 2011, and January 1, 2010 to
December 31, 2012 by a hypothetical performance factor of
200%. This hypothetical performance factor is the maximum
performance factor that could be applied to the awards. The
maximum performance factor has been used because it was not
possible to determine the Companys performance in 2010 in
comparison to the performance of other Insurance Index
Comparators at the time this Proxy Statement was filed. Under
the terms of the awards, the number of Shares that will be paid,
if any, will be determined based upon a three-year performance
period. See the Summary Compensation Table on page 57 for a
description of the terms of the Performance Share awards.
|
|
(3)
|
|
None of the Performance Shares reflected in this column has
vested, with the exception of the Performance Shares for the
performance period of January 1, 2008 to December 31,
2010. The actual amount of Performance Shares payable for
2008-2010
period is not yet known, and will be determined by the
Companys performance in comparison to the performance of
the Insurance Index Comparators over the three-year performance
period and be payable in the second quarter of 2011. The amount
that is payable may be different than the amounts reflected in
this table. The hypothetical
|
65
MetLife 2011
Proxy Statement
|
|
|
|
|
number of Performance Shares attributable to that performance
period reflected in this column for each Named Executive
Officer, determined by the methodology described above in
note 2 to this table, is:
|
|
|
|
|
|
|
|
Maximum 2008-2010
|
|
|
Performance Share Payout
|
Executive
|
|
(# of Shares)
|
|
C. Robert Henrikson
|
|
|
140,000
|
|
William J. Wheeler
|
|
|
31,000
|
|
William J. Toppeta
|
|
|
28,000
|
|
William J. Mullaney
|
|
|
24,000
|
|
Steven A. Kandarian
|
|
|
29,000
|
|
|
|
|
(4)
|
|
The hypothetical amount reflected in this column for each Named
Executive Officer is equal to the number of Performance Shares
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, 2010, the last business day of that year.
|
66
MetLife 2011
Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
Stock Awards(2)(3)
|
|
|
Number of Shares
|
|
Value Realized
|
|
Number of Shares
|
|
Value Realized
|
|
|
Acquired on Exercise
|
|
on Exercise
|
|
Acquired on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
|
C. Robert Henrikson
|
|
|
0
|
|
|
$
|
0
|
|
|
|
65,800
|
|
|
$
|
2,326,030
|
|
William J. Wheeler
|
|
|
19,175
|
|
|
$
|
208,151
|
|
|
|
15,510
|
|
|
$
|
548,279
|
|
William J. Toppeta
|
|
|
34,670
|
|
|
$
|
410,342
|
|
|
|
14,100
|
|
|
$
|
498,435
|
|
William J. Mullaney
|
|
|
20,125
|
|
|
$
|
254,366
|
|
|
|
9,400
|
|
|
$
|
332,290
|
|
Steven A. Kandarian
|
|
|
0
|
|
|
$
|
0
|
|
|
|
14,100
|
|
|
$
|
498,435
|
|
|
|
|
(1)
|
|
The amounts for value realized on exercise of Stock Options
represent the aggregate value realized upon the exercise of
vested Stock Options. The value realized upon the exercise of
each such Stock Option is the difference between the market
value of Shares when the Stock Option was exercised and the
exercise price of the Stock Option. Each of the Named Executive
Officers exercised his Stock Options pursuant to a plan he
established under
Rule 10b5-1
of the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
|
These amounts reflect payouts of Performance Shares for the
performance period of January 1, 2007 to December 31,
2009. The number of Shares payable was calculated by multiplying
the number of Performance Shares by the performance factor that
pertained to the awards, which was 94%. This factor was
determined by comparing the Companys performance with that
of other Insurance Index Comparators, as measured by
(i) change in annual Operating EPS from the year before the
beginning of the performance period to the final year of the
performance period, and (ii) total shareholder return
during the performance period. For this purpose, Operating EPS
was determined using net income, excluding: (1) after-tax
net investment gains and losses, (2) after-tax adjustments
related to net investment gains and losses, (3) after-tax
discontinued operations other than discontinued real estate, and
(4) preferred stock dividends, in each case determined
according to GAAP, divided by the weighted average number of
Shares outstanding, determined on a diluted basis under GAAP.
The Companys change in annual Operating EPS was in the
47th percentile of the other Insurance Index Comparators,
resulting in a change in annual Operating EPS performance factor
of 47%. Total shareholder return was determined using the change
(plus or minus) from the initial closing price of a Share to the
final closing price of a Share, plus reinvested dividends, for
the performance period, divided by the initial closing price of
a share. For this purpose, the initial closing price was the
average of the closing prices for the 20 trading days before the
performance period, and the final closing price was the average
of the closing prices for the 20 trading days prior to and
including the final trading day of the performance period. The
Companys total shareholder return was in the
47th percentile of the other Insurance Index Comparators,
resulting in a change in annual Operating EPS performance factor
of 47%. The value realized on vesting was determined using the
closing price of Shares on the vesting date, December 31,
2009. Each of the Named Executive Officers had the opportunity
to defer any or all Shares payable. Mr. Mullaney deferred
receipt of 75% of the Shares payable to him.
|
|
(3)
|
|
The Performance Shares for the performance period of
January 1, 2008 to December 31, 2010 for each of the
Named Executive Officers have vested, but the actual amount of
Performance Shares payable is not yet known and is not reflected
in this table. See the table entitled Outstanding Equity
Awards at 2010 Fiscal Year-End on page 64 for more
information about these Performance Shares. The amount of
Performance Shares payable for the performance period of
January 1, 2008 to December 31, 2010 will be reflected
in the table entitled Option Exercises and Stock Vested in
2011 in the Companys 2012 Proxy Statement.
|
67
MetLife 2011
Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Years
|
|
Present Value of
|
|
|
|
|
Credited Service
|
|
Accumulated Benefit
|
Name
|
|
Plan Name
|
|
(#)
|
|
($)
|
|
C. Robert Henrikson
|
|
Retirement Plan
|
|
|
38
|
.501
|
|
|
$
|
1,569,577
|
|
|
|
Auxiliary Pension Plan
|
|
|
38
|
.501
|
|
|
$
|
33,113,203
|
|
William J. Wheeler
|
|
Retirement Plan
|
|
|
13
|
.250
|
|
|
$
|
256,321
|
|
|
|
Auxiliary Pension Plan
|
|
|
13
|
.250
|
|
|
$
|
1,414,385
|
|
William J. Toppeta
|
|
Retirement Plan
|
|
|
37
|
.407
|
|
|
$
|
1,593,267
|
|
|
|
Auxiliary Pension Plan
|
|
|
37
|
.407
|
|
|
$
|
11,351,382
|
|
William J. Mullaney
|
|
Retirement Plan
|
|
|
28
|
.668
|
|
|
$
|
694,982
|
|
|
|
Auxiliary Pension Plan
|
|
|
28
|
.668
|
|
|
$
|
3,281,454
|
|
Steven A. Kandarian
|
|
Retirement Plan
|
|
|
5
|
.750
|
|
|
$
|
102,054
|
|
|
|
Auxiliary Pension Plan
|
|
|
5
|
.750
|
|
|
$
|
684,652
|
|
The Named Executive Officers 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 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 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.
An employees benefit is calculated under either one or a
combination of two different formulas, only one of which applies
to any given period of service. The Traditional Formula is based
on length of service and final average compensation. The
Personal Retirement Account Formula is based on amounts
contributed or credited for each participant based on the
participants
compensation, plus interest. The Traditional Formula is used to
calculate benefits for each eligible employees service
before 2002. Employees hired before 2002 who remained employed
throughout 2002 accrued benefits for 2002 under the Traditional
Formula. These employees 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.
All employees hired (or rehired) on or after January 1,
2002 accrue benefits for 2002 and later under the Personal
Retirement Account Formula.
The annual benefit under the Traditional Formula is determined
by multiplying the employees years of service (up to
35) by the sum of (a) 1.1% of the employees
final average compensation up to the average Social Security
wage base over the past 35 years, and (b) 1.7% of the
employees final average compensation in excess of the
average Social Security wage base over the past 35 years.
Employees who served more than 35 years also receive 0.5%
of final average compensation multiplied by years and months of
service in excess of 35 years. An employees final
average compensation is calculated by looking back at the
10-year
period prior to retirement or termination of employment and
determining the consecutive five-year period during which the
employees eligible compensation (including base salary and
eligible
68
MetLife 2011
Proxy Statement
annual incentive awards) produces the highest average annual
compensation. When determining Traditional Formula benefits
under the Auxiliary Pension Plan for the Named Executive
Officers (and other senior officers) for service through
December 31, 2009, final average compensation is calculated
by looking back at the
10-year
period prior to retirement or termination of employment and
determining (a) the consecutive five-year period that would
produce the highest average base salary, and (b) the
average of the highest five AVIP awards, regardless of whether
in consecutive years, determined using a projected AVIP award
(equal to the highest of the last three AVIP awards paid while
the Named Executive Officer was in active service) on a prorated
basis for any partial final year of employment. The sum of the
highest average annual base salary and the average eligible
annual incentive award is the Named Executive Officers
final average compensation.
Beginning January 1, 2010, the same final average
compensation formula that applies to qualified Traditional
Formula benefits for all eligible employees applies to
Traditional Formula benefits for senior officers under the
Auxiliary Pension Plan: by looking back at the
10-year
period prior to retirement or termination of employment and
determining the consecutive five-year period during which the
employees eligible compensation (including base salary and
eligible annual incentive awards) produces the highest average
annual compensation. Benefits accrued through 2009 will not be
affected by this change.
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 2010,
$106,800), plus 10% of eligible compensation in excess of that
wage base. In addition, amounts credited to each employee earn
interest at the U.S. governments
30-year
treasury securities rate. Mr. Henriksons,
Mr. Toppetas, and Mr. Mullaneys benefit
will be determined exclusively under the Traditional Formula.
Mr. Wheelers benefit will be determined using the
Traditional Formula for benefits for service prior to 2003, and
the Personal Retirement Account Formula for benefits for service
in 2003
and later. Mr. Kandarians benefit will be determined
exclusively under the Personal Retirement Account Formula.
For pension benefit purposes, the 2009 annual incentive awards,
which were paid outside of AVIP, are considered on the same
basis as AVIP awards.
Whether an employees pension benefit is determined under
the Traditional Formula or the Personal Retirement Account
Formula, the employee may choose to receive the benefit as a
joint and survivor annuity, life annuity, life annuity with term
certain, contingent survivor annuity, or
first-to-die
annuity. The Traditional Formula benefit may not be paid to
employees before they become Retirement Eligible. Employees may
choose a lump sum payout of their vested benefits under the
Personal Retirement Account Formula at termination of their
employment or later. The Named Executive Officers 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.
The present value of a Named Executive Officers
accumulated pension benefits is reported in the table above
using certain assumptions. In the case of Mr. Henrikson,
Mr. Wheeler, Mr. Toppeta, and Mr. Mullaney, the
assumptions used in the determination of present value as of
December 31, 2010 include assumed retirement for each Named
Executive Officer 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
Note 17 of the Notes to Consolidated Financial Statements
included in the Companys 2010 Annual Report on
Form 10-K.
In the case of Mr. Kandarian, the present value of his
benefit as of December 31, 2010 is equal to his Personal
Retirement Account balance. Mr. Kandarian was vested in his
benefit as of that
69
MetLife 2011
Proxy Statement
date, and vested Personal Retirement Account balances may be
paid in full upon termination of employment at any time.
In early 2009, at Mr. Henriksons recommendation, the
Auxiliary Pension Plan was amended to cap the final average
compensation of each participant, including each Executive Group
member, at $4.6 million. The purpose and effect of this
change on Mr. Henriksons benefit is to reduce
expected future pension accruals, thus limiting future increases
in his benefit. Any increases in pension value beyond 2009
primarily reflect Mr. Henriksons additional service,
and will not reflect any increases in his final average
compensation.
Amounts that were vested in the Auxiliary Pension Plan after
2004 are subject to the requirements of Internal Revenue Code
Section 409A
(Section 409A)
. Each Named
Executive Officer had the opportunity to choose his or her form
of payment (including a lump sum) through 2008 (so long as the
officer did not begin receiving payments in the year of his or
her election), which was within the time period permitted for
such elections under Section 409A. 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.
Traditional Formula participants qualify for normal retirement
at age 65 with at least one year of service. An employee is
eligible for early retirement 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 at age 65 and at
least one year of service. Mr. Henrikson and
Mr. Toppeta were each eligible for early retirement
benefits in 2009. 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.
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.
70
MetLife 2011
Proxy Statement
The Companys nonqualified deferred compensation program
offers savings opportunities to the Named Executive Officers, as
well as hundreds of other eligible employees. The program
consists of a plan for amounts that are subject to the
requirements of Section 409A (the MetLife Leadership
Deferred Compensation Plan, or
Leadership Plan
) and a
plan for amounts that were vested by December 31, 2004 and
are not subject to the requirements of Section 409A (the
MetLife Deferred Compensation Plan for Officers, or
Officers
Plan
). Under this program, 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. Employees also receive Company contributions
under the Auxiliary Savings and Investment Plan.
The following table includes the amount of their own
compensation that each Named Executive Officer deferred under
the Leadership Plan in 2010 and the amount the Company credited
to the Named Executive Officers Leadership Plan and
Auxiliary Savings and Investment Plan accounts in 2010, as well
as aggregate earnings in 2010 on all deferred compensation, any
distributions made in 2010, and the aggregate deferred
compensation balance at the end of 2010. The aggregate balance
includes any deferrals and earnings on deferrals in all years of
employment, not limited to 2010. In the table below, the
Auxiliary Savings and Investment Plan is referred to as the
Auxiliary Plan
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
|
|
Contributions
|
|
Contributions
|
|
Earnings
|
|
Withdrawals/
|
|
Balance at
|
|
|
|
|
in Last FY
|
|
in Last FY
|
|
in Last FY
|
|
Distributions
|
|
Last FYE
|
Name
|
|
Plan Name
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
C. Robert Henrikson
|
|
Leadership Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,798,260
|
|
|
$
|
0
|
|
|
$
|
8,257,490
|
|
|
|
Officers Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
718,341
|
|
|
$
|
0
|
|
|
$
|
3,674,491
|
|
|
|
Auxiliary Plan
|
|
$
|
0
|
|
|
$
|
170,200
|
|
|
$
|
71,015
|
|
|
$
|
0
|
|
|
$
|
1,769,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Wheeler
|
|
Leadership Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
765,258
|
|
|
$
|
0
|
|
|
$
|
3,514,015
|
|
|
|
Officers Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,606
|
|
|
$
|
214,214
|
|
|
$
|
0
|
|
|
|
Auxiliary Plan
|
|
$
|
0
|
|
|
$
|
67,283
|
|
|
$
|
18,967
|
|
|
$
|
0
|
|
|
$
|
481,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Toppeta
|
|
Leadership Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
529,994
|
|
|
$
|
0
|
|
|
$
|
2,433,698
|
|
|
|
Officers Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
480,960
|
|
|
$
|
0
|
|
|
$
|
2,304,263
|
|
|
|
Auxiliary Plan
|
|
$
|
0
|
|
|
$
|
52,067
|
|
|
$
|
48,185
|
|
|
$
|
0
|
|
|
$
|
900,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Mullaney
|
|
Leadership Plan
|
|
$
|
319,859
|
|
|
$
|
0
|
|
|
$
|
360,714
|
|
|
$
|
0
|
|
|
$
|
1,980,755
|
|
|
|
Officers Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
88,276
|
|
|
$
|
0
|
|
|
$
|
405,357
|
|
|
|
Auxiliary Plan
|
|
$
|
0
|
|
|
$
|
54,617
|
|
|
$
|
14,018
|
|
|
$
|
0
|
|
|
$
|
359,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
Leadership Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
139,669
|
|
|
$
|
0
|
|
|
$
|
641,353
|
|
|
|
Officers Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Auxiliary Plan
|
|
$
|
0
|
|
|
$
|
52,900
|
|
|
$
|
11,081
|
|
|
$
|
0
|
|
|
$
|
288,948
|
|
|
|
|
(1)
|
|
The amount in this column for Mr. Mullaney reflects payout
of Performance Shares for the performance period of
January 1, 2007 to December 31, 2009.
Mr. Mullaney deferred receipt of 75% of the Shares payable
to him. The full payout amount is included in the table entitled
Option Exercises and Stock Vested in 2010 on
page 67. The amount reported in this column does not appear
in the Summary Compensation Table for 2010. No employee
contributions are made under the Auxiliary Plan.
|
|
(2)
|
|
Amounts in this column are reported as components of the Company
Savings and Investment Program contributions for 2010 in the
All Other Compensation column of the Summary
Compensation Table on page 57.
|
71
MetLife 2011
Proxy Statement
|
|
|
(3)
|
|
None of the amounts in this column are reported for 2010 in the
Summary Compensation Table. See the text pertaining to the
Change in Pension Value and Nonqualified Deferred Compensation
Earnings column of that table on page 57.
|
|
(4)
|
|
In 2010, Mr. Wheeler received a payout of Shares he had
previously deferred. The Shares were paid on the date
Mr. Wheeler chose when he initially elected to defer the
Shares.
|
|
(5)
|
|
A portion of the amounts reported in this column is attributable
to Company savings and investment program contributions in the
All Other Compensation column of the Summary
Compensation Tables in the Companys Proxy Statements for
2010, 2009, 2008, and 2007. The amounts originally credited
under the Auxiliary Plan are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
Executive
|
|
Proxy Statement
|
|
Proxy Statement
|
|
Proxy Statement
|
|
Proxy Statement
|
|
C. Robert Henrikson
|
|
$
|
160,200
|
|
|
$
|
230,800
|
|
|
$
|
191,000
|
|
|
$
|
144,200
|
|
William J. Wheeler
|
|
$
|
62,533
|
|
|
$
|
85,550
|
|
|
$
|
79,500
|
|
|
$
|
63,533
|
|
William J. Toppeta
|
|
$
|
47,400
|
|
|
$
|
63,800
|
|
|
$
|
59,000
|
|
|
$
|
64,533
|
|
William J. Mullaney
|
|
$
|
44,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven A. Kandarian
|
|
$
|
53,533
|
|
|
$
|
72,050
|
|
|
$
|
|
|
|
|
|
|
Deferred
Compensation Program
Under the Companys deferred compensation program, Named
Executive Officers may elect to defer receipt of up to 75% of
their base salary, all of their AVIP awards, and any payouts for
Performance Share awards. These deferrals are voluntary
contributions of the Named Executive Officers own earnings.
In addition, to the extent a Named Executive Officer deferred
base salary payments in 2010 and had elected to participate in
the Savings and Investment Plan, the Company made a
4% matching contribution to the Leadership Plan rather than
making that contribution to the Savings and Investment Plan.
AVIP awards are also generally eligible for the same such
matching, but the executives annual incentive compensation
paid in 2010 was not paid under AVIP.
Payments that would have been made in Shares, but are deferred,
remain payable in Shares. This includes deferred payments from
Performance Shares, Restricted Stock Units, and the Share
payments 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 payable in Shares. All
other deferred compensation is payable in cash.
Named Executive Officers may elect to receive compensation they
have deferred at a specified date before, upon or after
retirement. In addition, Named Executive Officers may elect to
receive payments in a single lump sum or in up to 15 annual
installments. However, despite a Named Executive Officers
election, payment is generally made in full in a single lump sum
should the executive terminate employment with the Company
before becoming Retirement Eligible or Bridge Eligible. 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 terms of the Officers Plan and the Leadership Plan are
substantially similar, except that under the Officers Plan
participants may choose to receive amounts not subject to
Section 409A at any time with a 10% reduction, and that
payments under the Leadership Plan 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.
The Company offers a range of simulated investments under the
deferred compensation program. Named Executive Officers 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
72
MetLife 2011
Proxy Statement
year. The table below reflects the simulated investment returns
for 2010 on each of the alternatives offered under the program.
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
|
|
2010 Return
|
|
Auxiliary Fixed Income Fund
|
|
|
4.30
|
%
|
Lord Abbett Bond Debenture Fund
|
|
|
13.18
|
%
|
Oakmark
Fund
®
|
|
|
12.18
|
%
|
Small Cap Equity Fund
|
|
|
27.99
|
%
|
Oakmark International Fund
|
|
|
16.22
|
%
|
Standard & Poors
500
®
Index
|
|
|
15.06
|
%
|
Russell
2000
®
Index
|
|
|
26.85
|
%
|
MSCI
EAFE
®
Index
|
|
|
7.75
|
%
|
Barclays Capital U.S. Aggregate Bond Index
|
|
|
6.54
|
%
|
BofA Merrill Lynch US High Yield Master II Index
|
|
|
15.19
|
%
|
MSCI Emerging
Markets
Index
sm
|
|
|
18.88
|
%
|
MetLife Deferred Shares Fund
|
|
|
27.84
|
%
|
MetLife Common Stock Fund
|
|
|
27.84
|
%
|
Each simulated investment was available for the entirety of 2010.
Auxiliary Savings
and Investment Plan
Named Executive Officers and other eligible employees who
elected to contribute a portion of their eligible compensation
under the tax-qualified Savings and Investment Plan in 2010
received a matching contribution of their eligible compensation
in that plan in 2010:
|
|
|
|
|
Employee Contribution
|
|
Matching Contribution
|
(as a percentage of eligible
|
|
(as a percentage of eligible
|
compensation)
|
|
compensation)
|
|
3%
|
|
|
3
|
%
|
4%
|
|
|
3
|
.5%
|
5% or more
|
|
|
4
|
%
|
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 matching contributions under the Savings
and Investment Plan. In 2010, the Company could not make
matching contributions based on compensation over $245,000.
Named Executive Officers and other eligible employees who
elected to participate in the Savings and Investment Plan during
2010 were credited with 4% of their eligible compensation beyond
that limit. This Company contribution is credited to an account
established for the employee under the nonqualified Auxiliary
Savings and Investment Plan.
Employees can elect to receive their Auxiliary Savings and
Investment Plan balances in a lump sum or in up to 15 annual
installments, in either case beginning one year after
termination of employment. Employees can also elect to delay
their payment, or the beginning of their annual payments, up to
ten 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 twelve 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 range 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 2010, 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
73
MetLife 2011
Proxy Statement
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 2010. 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.
The table below reflects the simulated investment returns for
2010 on each of the alternatives offered under the Auxiliary
Savings and Investment Plan.
|
|
|
|
|
Simulated Investment
|
|
2010 Return
|
|
Auxiliary Fixed Income Fund
|
|
|
4.30
|
%
|
Bond Index Fund
|
|
|
6.12
|
%
|
Large Cap Equity Index Fund
|
|
|
15.00
|
%
|
Large Cap Value Equity Fund
|
|
|
15.39
|
%
|
Large Cap Growth Index Fund
|
|
|
16.60
|
%
|
Mid Cap Equity Index Fund
|
|
|
26.42
|
%
|
Small Cap Equity Fund
|
|
|
27.99
|
%
|
International Equity Fund
|
|
|
10.56
|
%
|
MetLife Company Stock Fund
|
|
|
27.61
|
%
|
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 2010.
74
MetLife 2011
Proxy Statement
The table and accompanying text below reflect estimated
additional payments or benefits that would have been earned or
accrued, or that would have vested or been paid out earlier than
normal, had any Named Executive Officer been terminated from
employment or had a
change-in-control
of the Company occurred on the last business day of 2010 (the
Trigger Date
). The table reflects hypothetical payments
and benefits. None of the payments or benefits has actually been
made. It does not include payments or benefits under
arrangements available on the same basis generally to all
salaried employees. The Named Executive Officers pension
benefits and nonqualified deferred compensation are described in
the tables entitled Pension Benefits and
Nonqualified Deferred Compensation, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Change-in-Control
|
|
Change-in-Control
|
|
|
|
|
Involuntary
|
|
|
|
Payments Solely on
|
|
|
|
|
Voluntary
|
|
Termination With
|
|
|
|
Account of
|
|
Termination With
|
|
|
Resignation
|
|
Severance Pay
|
|
Death
|
|
Change-in-Control
|
|
Severance Pay
|
|
C. Robert Henrikson
|
|
$
|
0
|
|
|
$
|
1,018,501
|
|
|
$
|
19,093,399
|
|
|
$
|
19,093,399
|
|
|
$
|
5,759,953
|
|
William J. Wheeler
|
|
$
|
0
|
|
|
$
|
2,347,400
|
|
|
$
|
9,981,220
|
|
|
$
|
9,981,220
|
|
|
$
|
2,344,564
|
|
William J. Toppeta
|
|
$
|
0
|
|
|
$
|
668,500
|
|
|
$
|
4,050,680
|
|
|
$
|
4,050,680
|
|
|
$
|
3,275,531
|
|
William J. Mullaney
|
|
$
|
0
|
|
|
$
|
643,500
|
|
|
$
|
4,005,740
|
|
|
$
|
4,005,740
|
|
|
$
|
3,209,541
|
|
Steven A. Kandarian
|
|
$
|
0
|
|
|
$
|
2,219,935
|
|
|
$
|
9,616,520
|
|
|
$
|
9,616,520
|
|
|
$
|
3,746,205
|
|
Voluntary Resignation (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 voluntary resignation from employment prior to
a
change-in-control.
Nor in such a case would any additional payments or benefits
have been earned or accrued, or have vested or been paid out
earlier than normal, in favor of any Named Executive Officer.
A Named Executive Officer who had resigned but was Retirement
Eligible 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. Each of the
executives Performance Shares would have been paid after
the conclusion of the performance period as if the executive had
remained employed and all of
the executives unexercised Stock 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 award for 2010, at the discretion of the
Compensation Committee. These terms apply to all employees of
the Company who meet the age and service qualifications to
become Retirement Eligible and have received such awards. See
the table entitled Outstanding Equity Awards at 2010
Fiscal Year-End on page 64 for details on the
Performance Shares and Stock Options. Of the Named Executive
Officers, Mr. Henrikson and Mr. Toppeta were Retirement
Eligible as of the Trigger Date.
Any Named Executive Officer who had resigned but was not
Retirement Eligible as of the Trigger Date would have received
the
2008-2010
Performance Shares that vested on December 31, 2010, and
would have had 30 days from the Trigger Date to exercise
any Stock Options that had vested as of the Trigger Date. The
Named Executive Officer would have forfeited all other
outstanding stock-based compensation awards.
75
MetLife 2011
Proxy Statement
Involuntary Termination With Severance Pay (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 the
Named Executive Officer had been terminated for cause, the
executives unvested Performance Shares and all of the
executives Stock Options would have been forfeited and the
executive would have received no annual award for 2009
performance. For the definition of cause for this purpose, see
above under Voluntary Resignation (No
Change-in-
Control).
Had a Named Executive Officers employment been terminated
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. 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 the Named Executive Officers termination had been due
to performance, the amount of severance pay and the length of
the Severance Period would have each been one-half of what it
would have been in the case of job elimination.
Mr. Mullaney would have been Bridge Eligible had he been
involuntarily terminated with severance pay on the Trigger Date.
As a result, Mr. Mullaney would have received the benefit of all
stock-based awards made in 2005 or later on the same basis as
those executives who were Retirement Eligible. In order to be
Bridge Eligible, Mr. Mullaney would have had to enter into a
Separation Agreement.
Any Named Executive Officer who was neither Retirement Eligible
nor Bridge Eligible as of the Trigger Date would have received
the
2008-2010
Performance Shares, which vested at the end of the performance
period on December 31, 2010, and
would have had 30 days from the Trigger Date to exercise
any Stock Options that had vested as of the Trigger Date. The
Named Executive Officer would have been offered prorata payments
in consideration of any
2009-2011
and
2010-2012
Performance Shares.
The amount of payment for
2009-2011
Performance Shares 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 granted, and the closing price of a Share on the date the
Performance Shares were granted. The estimated cost of these
payments for each Named Executive Officer who was not Retirement
Eligible or Bridge Eligible on the Trigger Date is reflected in
the table above.
For
2010-2012
Performance Shares the amount of payment would have been
determined using the amount of time that had passed in the
performance period through the date of the termination of
employment and the number of Performance Shares granted.
However, the lesser of the performance factor ultimately
determined for that three-year performance period (0-200%) or
target performance (100%) would have been used. In addition, 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 that performance factor would have been
used. Such payments would not have been made until after the end
of the applicable performance period. The estimated cost of
these payments for each Named Executive Officer who was not
Retirement Eligible or Bridge Eligible on the Trigger Date is
reflected in the table above, using the closing price of Shares
on the date of grant and a hypothetical 100% performance factor.
Death (No
Change-in-Control)
In the unlikely event that a Named Executive Officer had died on
the Trigger Date, that executives stock-based awards would
have vested and become payable immediately. The Company would
have paid the executives unvested Performance Shares using
100% of Performance Shares granted (
Target Performance
).
All of the executives Stock Options would have become
immediately
76
MetLife 2011
Proxy Statement
exercisable. These terms apply to all employees of the Company
who have been made such awards. The payment on 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
).
Payments Solely on Account of a
Change-in-Control
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 or pay out
the existing award. Otherwise, the Company would have paid out
the executives unvested Performance Shares in cash using
Target Performance and the
change-in-control
price of Shares. Payment would have been made within thirty 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 payment would have been
made following the end of the three-year performance period
originally applicable to the Performance Shares. 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 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 Options and unvested Performance
Shares was calculated using the Trigger Date Closing Price.
Termination with Severance Pay
(Change-in-Control)
In addition to being eligible to receive the payments described
above under Payments Solely on Account of a
Change-in-Control, each of the Named Executive Officers is
eligible to participate in the Executive Severance Plan. Under
this plan, had a
change-in-control
occurred on the Trigger Date, and the 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
three years prior to the
change-in-control;
|
|
|
a prorata annual bonus for any fiscal year that extends beyond
the end of the three-year period at least equal to the same
prorata portion of any of the three annual bonuses awarded 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
|
77
MetLife 2011
Proxy Statement
|
|
|
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 involuntarily terminated the
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 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
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 that are
used by the Company for financial reporting purposes under GAAP.
Effective June 14, 2010 the amount of severance pay that
could be paid under the plan changed from three times to 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.
Also effective in June 2010, no additional service credit for
pension benefits would have been awarded in connection with
qualifying for severance pay.
If severance pay and related benefits had become due because the
executive voluntarily terminated employment, payment would have
been delayed for six months in order to comply with
Section 409A.
78
MetLife 2011
Proxy Statement
The table below 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 note (6)
below, information reported in this table is given as of
February 14, 2011.
Securities beneficially owned include securities held in each
Directors or Executive Officers name, securities
held by a broker for the benefit of the Director or Executive
Officer, securities which the Director or Executive Officer
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
Director or Executive Officer may directly or indirectly have or
share voting power or investment power (including the power to
direct the disposition of the securities). Other than as
disclosed below, none of the Directors or Executive Officers of
the Company beneficially owned Floating Rate Non-Cumulative
Preferred Stock, Series A, of the Company or 6.50%
Non-Cumulative Preferred Stock, Series B, of the Company
(
Series B Preferred Stock
) or Convertible Preferred
Stock of the Company as of February 14, 2011.
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Amount and
|
|
|
|
|
Nature of
|
|
|
|
|
Beneficial
|
|
|
|
|
Ownership
|
|
Percent of
|
Name
|
|
(1)(2)(3)(4)
|
|
Class
|
|
C. Robert Henrikson
|
|
|
1,367,827
|
|
|
|
*
|
|
Sylvia M. Burwell
|
|
|
12,288
|
|
|
|
*
|
|
Eduardo Castro-Wright
|
|
|
14,041
|
|
|
|
*
|
|
Cheryl W. Grisé
|
|
|
9,808
|
|
|
|
*
|
|
R. Glenn Hubbard
|
|
|
18,682
|
|
|
|
*
|
|
John M. Keane
|
|
|
20,055
|
|
|
|
*
|
|
Alfred F. Kelly, Jr.(5)
|
|
|
9,879
|
|
|
|
*
|
|
James M. Kilts(5)
|
|
|
5,107
|
|
|
|
*
|
|
Catherine R. Kinney
|
|
|
13,188
|
|
|
|
*
|
|
Hugh B. Price
|
|
|
15,300
|
|
|
|
*
|
|
David Satcher
|
|
|
3,298
|
|
|
|
*
|
|
Kenton J. Sicchitano
|
|
|
22,912
|
|
|
|
*
|
|
Lulu C. Wang
|
|
|
8,836
|
|
|
|
*
|
|
Steven A. Kandarian
|
|
|
202,461
|
|
|
|
*
|
|
William J. Mullaney
|
|
|
212,917
|
|
|
|
*
|
|
William J. Toppeta
|
|
|
556,977
|
|
|
|
*
|
|
William J. Wheeler
|
|
|
372,701
|
|
|
|
*
|
|
Board of Directors of MetLife, but not in each Directors
individual capacity(6)
|
|
|
220,255,199
|
|
|
|
22.3
|
%
|
All Directors and Executive Officers, as a group(7)
|
|
|
3,358,645
|
|
|
|
*
|
|
|
|
|
*
|
|
Number of Shares represents less than one percent of the number
of Shares outstanding at February 14, 2011.
|
79
MetLife 2011
Proxy Statement
|
|
|
(1)
|
|
Each Director and 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) and
(4) below.
|
|
(2)
|
|
Includes Shares held by the MetLife Policyholder Trust allocated
to the Directors and Named Executive Officers in their
individual capacities as beneficiaries of the trust, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Held in
|
|
|
|
Shares Held in
|
|
|
|
Shares Held in
|
|
|
Policyholder
|
|
|
|
Policyholder
|
|
|
|
Policyholder
|
Name
|
|
Trust
|
|
Name
|
|
Trust
|
|
Name
|
|
Trust
|
|
Henrikson
|
|
|
509
|
|
|
Satcher
|
|
|
260
|
|
|
Toppeta
|
|
|
344
|
|
Price
|
|
|
10
|
|
|
Mullaney
|
|
|
111
|
|
|
Wheeler
|
|
|
10
|
|
|
|
|
|
|
Directors and Executive Officers as of February 14, 2011,
as a group, were allocated 1,264 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 (6) 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.
|
|
(3)
|
|
Includes Shares that are subject to options which were granted
under the 2000 Directors Stock Plan, the 2000 Stock Plan or
the 2005 Stock Plan and are exercisable within 60 days of
February 14, 2011. The number of such options held by
Director and Named Executive Officer is shown in the following
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
Options
|
|
|
|
Options
|
|
|
|
Options
|
|
|
Exercisable
|
|
|
|
Exercisable
|
|
|
|
Exercisable
|
Name
|
|
within 60 days
|
|
Name
|
|
within 60 days
|
|
Name
|
|
within 60 days
|
|
Henrikson
|
|
|
1,273,335
|
|
|
Price
|
|
|
6,836
|
|
|
Mullaney
|
|
|
202,526
|
|
Burwell
|
|
|
553
|
|
|
Sicchitano
|
|
|
1,536
|
|
|
Toppeta
|
|
|
483,484
|
|
Grisé
|
|
|
178
|
|
|
Kandarian
|
|
|
190,167
|
|
|
Wheeler
|
|
|
354,534
|
|
Keane
|
|
|
1,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as of February 14,
2011, as a group, held 2,949,380 options exercisable within
60 days of February 14, 2011.
|
|
(4)
|
|
Includes Shares deferred under the Companys nonqualified
deferred compensation program
(Deferred Shares)
that the
Director or Executive Officer could acquire within 60 days
of February 14, 2011, such as by ending employment or
service as a Director, or by taking early distribution of the
Shares with a 10% reduction as described on page 72. The
number of such Deferred Shares held by Director and Named
Executive Officer is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
Deferred
|
|
|
|
Deferred
|
|
|
|
Deferred
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
That Can Be
|
|
|
|
That Can Be
|
|
|
|
That Can Be
|
|
|
Acquired
|
|
|
|
Acquired
|
|
|
|
Acquired
|
Name
|
|
within 60 Days
|
|
Name
|
|
within 60 Days
|
|
Name
|
|
within 60 Days
|
|
Henrikson
|
|
|
48,058
|
|
|
Keane
|
|
|
15,599
|
|
|
Price
|
|
|
8,455
|
|
Burwell
|
|
|
11,735
|
|
|
Kelly
|
|
|
1,179
|
|
|
Satcher
|
|
|
2,018
|
|
Castro-Wright
|
|
|
8,826
|
|
|
Kilts
|
|
|
4,871
|
|
|
Mullaney
|
|
|
9,122
|
|
Grisé
|
|
|
5,072
|
|
|
Kinney
|
|
|
6,819
|
|
|
Toppeta
|
|
|
44,138
|
|
Hubbard
|
|
|
11,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Does not include Deferred Shares to the extent the Company would
delay payment in order to comply with Section 409A, as
described on page 72.
|
|
(5)
|
|
Mr. Kelly and Mr. Kilts beneficially own and have sole
voting and investment power over 1,610 shares and
145 shares, respectively, of Series B Preferred Stock.
Each of their ownership interests represent less than 1% of the
number of Series B Preferred Stock outstanding as of
February 14, 2011. Holders of Series B Preferred Stock
do not vote in the election of Directors, and otherwise have
limited voting rights.
|
80
MetLife 2011
Proxy Statement
|
|
|
(6)
|
|
This information is given as of February 18, 2011. 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 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. 44 to Schedule 13D referred
to below under the heading Security Ownership of Certain
Beneficial Owners on page 82.
|
|
(7)
|
|
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 (6), but includes the Shares
allocated to the Directors in their individual capacities, as
described in note (2). Includes 2,949,380 Shares that are
subject to options that are exercisable within 60 days of
February 14, 2011 by all Directors and Executive Officers
of the Company as of February 14, 2011, as a group,
including the Shares that are subject to options described in
note (3).
|
Deferred
Shares Not Beneficially Owned and Deferred Share
Equivalents.
Deferred Shares that could not be acquired within 60 days
of February 14, 2011 are not considered beneficially owned.
Deferred cash compensation or auxiliary benefits measured in
Share value
(Deferred Share Equivalents)
are also not
deemed beneficially owned because their payment is not made in
Shares. Each, however, aligns the Directors and Named
Executive Officers interests with the interests of the
Companys shareholders since the value of Deferred Shares
and Deferred Share Equivalents depends upon the price of Shares.
The table below sets forth information on the Directors
and Named Executive Officers Deferred Shares that could
not be acquired within 60 days and their Deferred Share
Equivalents, as of February 14, 2011.
|
|
|
|
|
|
|
Deferred Shares
|
|
|
Not Beneficially Owned
|
Name
|
|
and/or Deferred Share Equivalents
|
C. Robert Henrikson
|
|
|
191,152
|
|
Sylvia M. Burwell
|
|
|
6,957
|
|
Cheryl W. Grisé
|
|
|
10,527
|
|
R. Glenn Hubbard
|
|
|
2,452
|
|
Alfred F. Kelly, Jr.
|
|
|
4,713
|
|
James M. Kilts
|
|
|
19,514
|
|
Hugh B. Price
|
|
|
37,392
|
|
David Satcher
|
|
|
9,601
|
|
Steven A. Kandarian
|
|
|
14,432
|
|
William J. Mullaney
|
|
|
44,571
|
|
William J. Toppeta
|
|
|
57,466
|
|
William J. Wheeler
|
|
|
79,073
|
|
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 2010 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, except
that Mr. Alfred F. Kelly, Jr., a Director, did not timely
report three acquisitions totalling 1,610 shares of
Series B Preferred Stock during 2010. These acquisitions
were reported on March 1, 2011.
81
MetLife 2011
Proxy Statement
The following persons have reported to the SEC beneficial
ownership of more than 5% of the Shares:
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
Nature of
|
|
|
|
|
Beneficial
|
|
Percent of
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
Class
|
|
Beneficiaries of the MetLife Policyholder Trust(1)
|
|
|
220,255,199
|
|
|
|
22.3
|
%
|
c/o Wilmington
Trust Company, as Trustee
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Board of Directors of the Company has reported to the SEC
that, as of February 18, 2011, it, as an entity, had shared
voting power over 220,255,199 Shares held in the MetLife
Policyholder Trust. The Boards report is in Amendment
No. 44, filed on February 24, 2011, to the
Boards Schedule 13D. MetLife created the trust when
Metropolitan Life Insurance Company, a wholly-owned subsidiary
of MetLife, converted from a mutual insurance company to a stock
insurance company in April 2000. At that time, eligible
Metropolitan Life Insurance Company 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.
|
|
|
|
In connection with the Acquisition, MetLife, Seller and AIG
entered into the Investor Rights Agreement setting forth the
rights and obligations of the parties with respect to
78,239,712 Shares and other securities of MetLife issued to
Seller as consideration for the Acquisition. Pursuant to the
Investor Rights Agreement, Seller and AIG agreed to vote any and
all of the securities of MetLife that were received as part of
the consideration for the Acquisition, and all Shares received
or to be received upon conversion or settlement of securities
included in such consideration (collectively,
Covered
Securities
), in the same proportion as the Shares or such
other voting securities voted by all other holders of Shares and
other voting securities (
Voting Covenant
). The Investor
Rights Agreement is included as Exhibit 4.1 to the
Form 8-K
filed by MetLife on November 2, 2010, and is incorporated
herein by reference. Shareholders are urged to read the Investor
Rights Agreement in its entirety.
|
|
|
|
As a result of the Voting Covenant, (a) the issuance of the
Covered Securities has had, and at the 2011 Annual meeting will
have, no effect on the relative voting powers of the beneficial
owners of Shares, including the Board of Directors of MetLife,
and (b) the percentage of votes cast at the direction of
the Board of Directors at the 2011 Annual meeting will
effectively be the same as it would be if the Covered Securities
entitled to vote on the matter were not considered to be
outstanding for purposes of such vote. Accordingly, the Board
Directors disclaimed beneficial ownership of any of the Covered
Securities.
|
|
|
|
On March 1, 2011, the record date for the 2011 Annual
Meeting, Seller owned 78,239,712 Shares that will be voted
in accordance with the Voting Covenant. On March 8, 2011,
Seller sold all of its Shares and Equity Units in public
offerings to persons not bound by the Voting Covenant, and
MetLife repurchased and cancelled all of the Convertible
Preferred Stock.
|
82
MetLife 2011
Proxy Statement
This Proxy Statement incorporates important business and
financial information about the Company by reference from other
documents that are not included in or delivered with this
document. The information incorporated by reference is
considered to be a part of this Proxy Statement, and later
information filed by the Company with the SEC as specified below
will update and supersede that information.
The Company incorporates by reference: (a) the Acquisition
Agreement, which is included as Exhibit 2.1 to the Current
Report on
Form 8-K
filed by the Company on March 11, 2010; (b) the
Investor Rights Agreement, which is included as Exhibit 4.1
to the Current Report on
Form 8-K
filed by the Company on November 2, 2010; (c) the
Restructuring Amendment, which is included as Exhibit 2.2
to the Current Report on
Form 8-K
filed by the Company on November 2, 2010; (d) the
Coordination Agreement, which is included as Exhibit 4.1 to
the Current Report on
Form 8-K
filed by the Company on March 2, 2011.
The Reports on
Form 8-K,
including the information incorporated by reference, are
available on the Internet at
http://investor.metlife.com
by selecting Financial Information, SEC Filings, MetLife, Inc.
View SEC Filings, and at the SECs website at www.sec.gov.
Information incorporated by reference is also available to you
without charge by writing to MetLife Investor Relations,
MetLife, Inc., 1095 Avenue of the Americas, New York, NY 10036,
or by calling
1-800-753-4904.
MetLife will provide a copy of the requested filings by first
class mail or equally prompt means within one business day of
its receipt of your request. To receive timely delivery of the
documents in advance of the Annual Meeting, you should make your
request no later than Monday, April 11, 2011.
83
MetLife 2011
Proxy Statement
The text below is the portion of MetLifes Restated
Certificate of Incorporation proposed to be amended by
Proposal 2 Approval of Amendments to the
Restated Certificate of Incorporation to Declassify
MetLifes Board of Directors. Proposed additions are
indicated by underlining and proposed deletions are indicated by
strike-outs.
ARTICLE VI
BOARD OF
DIRECTORS;
MANAGEMENT OF THE
CORPORATION
SECTION 1. CLASSIFIED BOARD.
Subject to the succeeding
provisions of this Section 1 of Article VI,
the
Directors of the Corporation, subject to the rights
of the holders of shares of any class or series of Preferred
Stock, shall be classified with respect to the time for which
they severally hold office, into three classes, as nearly equal
in number as possible,
which shall be designated
Class I, Class II and Class III,
as shall be
provided in the By-Laws of the Corporation
one Class
(Class I) whose term expires at the 2000 annual
meeting of stockholders, another Class
(Class II) whose term expires at the 2002
annual meeting of stockholders with
, each class to hold
office until its successors are elected and qualified. At each
annual meeting of stockholders of the Corporation
prior to
the 2012 annual meeting of stockholders
, the date of which
will be fixed pursuant to the By-Laws of the Corporation, and
subject to the rights of the holders of shares of any class or
series of Preferred Stock, the successors of the class of
directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their
election.
At each annual meeting of stockholders commencing
with the 2012 annual meeting of stockholders, the dates of which
will be fixed pursuant to the By-Laws of the Corporation, and
subject to the rights of the holders of shares of any class or
series of Preferred Stock, directors elected to succeed those
directors whose terms then expire shall be elected for a term
expiring at the next annual meeting of stockholders. Commencing
with the 2014 annual meeting of stockholders, the foregoing
classification of the Board of Directors shall cease.
* * *
SECTION 3. MANAGEMENT OF BUSINESS. The following provisions
are inserted for the management of the business, for the conduct
of the affairs of the Corporation and for the purpose of
creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:
(a) Subject to the rights of
any
holders
of any series of Preferred Stock, if any, to elect additional
Directors under specified circumstances,
(i) prior to
the 2014 annual meeting of stockholders,
the holders of a
majority of the combined voting power of the then outstanding
stock of the Corporation entitled to vote generally in the
election of Directors may remove any Director, but only for
cause
; and (ii) from and after the 2014 annual meeting
of stockholders, the holders of a majority of the combined
voting power of the then outstanding stock of the Corporation
entitled to vote generally in the election of Directors may
remove any Director with or without cause.
(b) Vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from
office or other cause and newly created directorships resulting
from any increase in the authorized number of Directors shall be
filled in the manner provided in the By-Laws of the Corporation.
(c) Advance notice of nominations for the election of
Directors shall be given in the manner and to the extent
provided in the By-Laws of the Corporation.
A-1
MetLife 2011
Proxy Statement
(d) The election of Directors may be conducted in any
manner approved by the officer presiding at a meeting of
stockholders or the Director presiding at a meeting of the Board
of Directors, as the case may be, at the time when the election
is held and need not be by written ballot.
(e) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this
Certificate of Incorporation or by the By-Laws) shall be vested
in and exercised by the Board of Directors.
(f) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter or
repeal the By-Laws of the Corporation, except to the extent that
the By-Laws or this Certificate of Incorporation otherwise
provide. In addition to any requirements of law and any other
provision of this Certificate of Incorporation, the stockholders
of the Corporation may adopt, amend, alter or repeal any
provision of the By-Laws upon the affirmative vote of the
holders of three-quarters
(3/4)
or
more of the combined voting power of the then outstanding stock
of the Corporation entitled to vote generally in the election of
Directors.
A-2
MetLife 2011
Proxy Statement
Operating earnings is defined as operating revenues less
operating expenses, net of income tax. Operating earnings
available to common shareholders is defined as operating
earnings less preferred stock dividends, and operating earnings
available to common shareholders per diluted common share is
calculated by dividing operating earnings available to common
shareholders by the number of weighted average diluted common
shares outstanding for the period indicated.
Operating revenues is defined as GAAP revenues (i) less net
investment gains (losses) and net derivative gains (losses),
(ii) less amortization of unearned revenue related to net
investment gains (losses) and net derivative gains (losses),
(iii) plus scheduled periodic settlement payments on
derivatives that are hedges of investments but do not qualify
for hedge accounting treatment, (iv) plus income from
discontinued real estate operations, (v) less net
investment income related to contractholder-directed unit-linked
investments, and (vi) plus, for operating joint ventures
reported under the equity method of accounting, the
aforementioned adjustments, those identified in the definition
of operating expenses and changes in fair value of hedges of
operating joint venture liabilities, all net of income tax.
Operating expenses is defined as GAAP expenses (i) less
changes in policyholder benefits associated with asset value
fluctuations related to experience-rated contractholder
liabilities and certain inflation-indexed liabilities,
(ii) less costs related to business combinations and
noncontrolling interests, (iii) less amortization of
deferred policy acquisition costs and value of business acquired
and changes in the policyholder dividend obligation related to
net investment gains (losses) and net derivative gains (losses),
(iv) less interest credited to policyholder account
balances related to contractholder-directed unit-linked
investments, and (v) plus scheduled periodic settlement
payments on derivatives that are hedges of policyholder account
balances but do not qualify for hedge accounting treatment.
In addition, operating revenues and operating expenses do not
reflect the consolidation of certain securitization entities
that are variable interest entities as required under GAAP.
Return on Equity refers to operating return on common equity,
which is calculated by dividing operating earnings available to
common shareholders by average MetLife, Inc. common equity for
the period indicated, excluding accumulated other comprehensive
income.
Book Value Per Share refers to book value per actual common
share excluding accumulated other comprehensive income (loss),
which is determined by dividing GAAP equity less accumulated
other comprehensive income (loss) by the number of actual common
shares outstanding.
B-1
MetLife 2011
Proxy Statement
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2010
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2009
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(In millions, except Share and per Share data)
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Reconciliation of Operating Earnings to Net Income(1)
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Net income (loss) available to MetLife, Inc.s common
shareholders
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$
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2,668
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$
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3.00
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|
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$
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(2,368
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)
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|
$
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(2.89
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)
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Adjustments from net income (loss) available to MetLife,
Inc.s common shareholders to operating earnings available
to common shareholders:
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Less: Net investment gains (losses)
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(392
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)
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(0.44
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)
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(2,906
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)
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(3.53
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)
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Less: Net derivative gains (losses)
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(265
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)
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(0.30
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)
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(4,866
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)
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(5.91
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)
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Less: Other adjustments to continuing operations
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(981
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)
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(1.10
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)
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283
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0.33
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Less: Provision for income tax (expense) benefit related to
adjustments above
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401
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0.45
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2,683
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3.26
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Less: Income (loss) from discontinued operations, net of income
tax
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|
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9
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|
|
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0.01
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41
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0.05
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Net income (loss) attributable to noncontrolling interests
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(4
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)
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(32
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)
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(0.04
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)
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Operating earnings available to common shareholders
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$
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3,892
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$
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4.38
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$
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2,365
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$
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2.87
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Weighted average common stock outstanding basic
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882.5
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818.5
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Exercise or issuance of stock-based awards
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7.1
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Weighted average common stock outstanding diluted
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889.6
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818.5
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Actual common stock outstanding
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1,054.4
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818.8
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Reconciliation of Premiums, Fees & Other Revenues
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|
|
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Premiums, Fees & Other Revenues, as presented
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$
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35,758
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|
|
|
|
|
|
$
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34,019
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|
|
|
|
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Adjustments related to universal life and investment-type
product policy fees
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|
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1
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(27
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)
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|
|
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|
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Premiums, Fees & Other Revenues
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$
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35,759
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|
|
|
|
|
|
$
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33,992
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|
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|
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Calculation of Return on MetLife, Inc.s Common
Equity
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MetLife, Inc.s common equity
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$
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46,582
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$
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31,078
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Less: Accumulated other comprehensive income (loss)
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1,000
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|
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(3,058
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)
|
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Adjusted common equity
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45,582
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34,136
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|
|
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|
|
|
Average adjusted common equity
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|
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38,308
|
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|
|
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35,040
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Return on MetLife, Inc.s common equity
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|
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7.0
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%
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(6.8
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)%
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|
Operating return on MetLife, Inc.s common equity
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10.2
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%
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6.7
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%
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(1)
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For the year ended December 31, 2009, 4.2 million
shares, related to the assumed exercise or issuance of
stock-based awards, have been excluded from the weighted average
common shares outstanding diluted, as these assumed
shares are anti-dilutive to net income (loss) available to
MetLife, Inc.s common shareholders per common
share diluted. These shares were included in the
calculation of operating earnings available to common
shareholders per common share diluted.
|
B-2
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO CAST YOUR BALLOT TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting are available through 11:59 PM Eastern Daylight Time, April 25, 2011.
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.
INTERNET http://www.proxyvoting.com/met
Use the Internet to vote your proxy. Have your proxy card in hand when you access the website.
OR
TELEPHONE 1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope. Your proxy card must be received prior to the 2011 Annual Meeting.
Electronic Delivery : Please ensure that the return address on the reverse side of the proxy card
appears in the
You may consent to receive MetLife, Inc.s Annual Reports to Shareholders, window. Proxy
Statements, and other shareholder communications electronically at:
www.bnymellon.com/shareowner/equityaccess
FOLD AND DETACH HERE
THE FOLLOWING ITEMS ARE MORE FULLY DESCRIBED IN THE PROXY STATEMENT ACCOMPANYING THIS CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES IN PROPOSAL 1, A VOTE Please
mark your votes as FOR PROPOSALS 2, 3 AND 4, AND FOR 1 YEAR IN PROPOSAL 5. indicated in this
example X
1. Election of Class III Directors FOR WITHHOLD
ALL* FOR ALL FOR AGAINST ABSTAIN
The Class III nominees for election as Directors are:
2. Proposal to amend the 5. Advisory vote on the frequency of future advisory votes (01) Sylvia
Mathews Burwell Certificate of Incorporation to to approve the compensation paid to the Companys
(02) Eduardo Castro-Wright declassify the Board of Directors Named Executive Officers
(03) Cheryl W. Grise
3. Ratification of the appointment The Board of Directors recommends a vote in favor of a ONE (1)
YEAR
(04) Lulu C. Wang of Deloitte & Touche LLP as frequency. independent auditor for 2011
1 year 2 years 3 years Abstain
(INSTRUCTIONS: To withhold authority to vote for any individual 4. Advisory vote to approve the
nominee, write the name(s) or number(s) as listed above in the space compensation paid to the
provided below. To withhold authority to vote for all nominees, check the box Withhold for All.
The proxies will have authority to vote for Companys Named the election of any nominee unless
authority to vote for that nominee, Executive Officers or all nominees, is withheld.)
*Exceptions
__________________________
If you plan to attend the meeting, please mark this box
Mark Here for Address Change
RESTRICTED AREA SCAN LINE or Comments
SEE REVERSE
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
Signature Signature Date
|
FOLD AND DETACH HERE
MetLife, Inc. Proxy Card
Proxy solicited on behalf of the Board of Directors of MetLife, Inc. for the 2011 Annual Meeting,
April 26, 2011
The shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy card hereby
appoint(s) Richard S. Collins, Christine M. DeBiase, and Nicholas D. Latrenta, or any 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 2011
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 2011 Annual
Meeting and at any adjournments or postponements thereof.
Address Change/Comments
(Mark the corresponding box on the reverse side)
BNY MELLON SHAREOWNER SERVICES P.O. BOX 3523 SOUTH HACKENSACK, NJ 07606-9223
RESTRICTED AREA SCAN LINE
(Continued and to be marked, dated and signed, on the other side)
|
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO CAST YOUR BALLOT TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting are available until 6:00 PM Eastern Daylight Time, April 22, 2011.
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 Voting Instruction Form.
INTERNET http://www.proxyvoting.com/met
Use the Internet to vote. Have your Voting Instruction Form in hand when you access the website.
OR
TELEPHONE 1-866-540-5760
Use any touch-tone telephone to vote. Have your Voting Instruction Form in hand when you call.
If you provide your voting instructions by Internet or by telephone, you do NOT need to mail back
your Voting Instruction Form. To vote by mail, mark, sign and date your Voting Instruction Form and
return it in the enclosed postage-paid envelope. Your Voting Instruction Form must be received by
6:00 p.m., Eastern Daylight Time, on April 22, 2011.
FOLD AND DETACH HERE
THE FOLLOWING ITEMS ARE MORE FULLY DESCRIBED IN THE PROXY STATEMENT ACCOMPANYING THIS CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES IN PROPOSAL 1, A VOTE Please
mark your votes as FOR PROPOSALS 2, 3 AND 4, AND FOR 1 YEAR IN PROPOSAL 5. indicated in this
example X
1. Election of Class III Directors FOR WITHHOLD
ALL* FOR ALL FOR AGAINST ABSTAIN
The Class III nominees for election as Directors are:
2. Proposal to amend the 5. Advisory vote on the frequency of future advisory votes (01) Sylvia
Mathews Burwell Certificate of Incorporation to to approve the compensation paid to the Companys
(02) Eduardo Castro-Wright declassify the Board of Directors Named Executive Officers
(03) Cheryl W. Grise
3. Ratification of the appointment The Board of Directors recommends a vote in favor of a ONE (1)
YEAR
(04) Lulu C. Wang of Deloitte & Touche LLP as frequency. independent auditor for 2011
1 year 2 years 3 years Abstain
(INSTRUCTIONS: To withhold authority to vote for any individual 4. Advisory vote to approve the
nominee, write the name(s) or number(s) as listed above in the space compensation paid to the
provided below. To withhold authority to vote for all nominees, check the box Withhold for All.
The proxies will have authority to vote for Companys Named the election of any nominee unless
authority to vote for that nominee, Executive Officers or all nominees, is withheld.)
*Exceptions
__________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
Signature Signature Date
|
FOLD AND DETACH HERE
MetLife, Inc. Voting Instruction Form
Proxy solicited on behalf of the Board of Directors of MetLife, Inc. for the 2011 Annual Meeting,
April 26, 2011
The Bank of New York Mellon is the Trustee (the Plan Trustee) for the Savings and Investment Plan
for Employees of Metropolitan Life and Participating Affiliates Trust (the Plan).
As a Plan participant, you have the right to direct the Plan Trustee how to vote the shares of
MetLife, Inc. Common Stock 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 Daylight Time, April 22, 2011, 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 Daylight Time, April 22, 2011, the Plan Trustee will vote your
Plan shares in the same proportion as the Plan shares for which it has received instructions.
If you sign and return this Voting Instruction Form and no specifications are indicated, your Plan
shares will be voted as recommended by the Board of Directors of MetLife, Inc. On any matters other
than those described on the reverse of this Voting Instruction Form that may be presented for a
vote at the 2011 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. You
will receive a separate set of proxy solicitation materials for any shares of Common Stock you own
other than as a Plan participant. Your non-Plan shares must be voted separately from your Plan
shares.
(Continued and to be signed and dated on the reverse side.)
|
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO CAST YOUR BALLOT TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting are available until 6:00 PM Eastern Daylight Time, April 22, 2011.
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 Voting Instruction Form.
INTERNET http://www.proxyvoting.com/met
Use the Internet to vote. Have your Voting Instruction Form in hand when you access the website.
OR
TELEPHONE 1-866-540-5760
Use any touch-tone telephone to vote. Have your Voting Instruction Form in hand when you call.
If you provide your voting instructions by Internet or by telephone, you do NOT need to mail back
your Voting Instruction Form. To vote by mail, mark, sign and date your Voting Instruction Form and
return it in the enclosed postage-paid envelope. Your Voting Instruction Form must be received by
6:00 p.m., Eastern Daylight Time, on April 22, 2011.
FOLD AND DETACH HERE
THE FOLLOWING ITEMS ARE MORE FULLY DESCRIBED IN THE PROXY STATEMENT ACCOMPANYING THIS CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES IN PROPOSAL 1, A VOTE Please
mark your votes as FOR PROPOSALS 2, 3 AND 4, AND FOR 1 YEAR IN PROPOSAL 5. indicated in this
example X
1. Election of Class III Directors FOR WITHHOLD
ALL* FOR ALL FOR AGAINST ABSTAIN
The Class III nominees for election as Directors are:
2. Proposal to amend the 5. Advisory vote on the frequency of future advisory votes (01) Sylvia
Mathews Burwell Certificate of Incorporation to to approve the compensation paid to the Companys
(02) Eduardo Castro-Wright declassify the Board of Directors Named Executive Officers
(03) Cheryl W. Grise
3. Ratification of the appointment The Board of Directors recommends a vote in favor of a ONE (1)
YEAR
(04) Lulu C. Wang of Deloitte & Touche LLP as frequency. independent auditor for 2011
1 year 2 years 3 years Abstain
(INSTRUCTIONS: To withhold authority to vote for any individual 4. Advisory vote to approve the
nominee, write the name(s) or number(s) as listed above in the space compensation paid to the
provided below. To withhold authority to vote for all nominees, check the box Withhold for All.
The proxies will have authority to vote for Companys Named the election of any nominee unless
authority to vote for that nominee, Executive Officers or all nominees, is withheld.)
*Exceptions
__________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
Signature Signature Date
|
FOLD AND DETACH HERE
MetLife, Inc. Voting Instruction Form
Proxy solicited on behalf of the Board of Directors of MetLife, Inc. for the 2011 Annual Meeting,
April 26, 2011
The Bank of New York Mellon is the Trustee (the Plan Trustee) of the New England Life Insurance
Company 401(k) Savings Plan and Trust (the NESP), New England Life Insurance Company Agents
Retirement Plan and Trust (the ARP) and New England Life Insurance Company Agents Deferred
Compensation Plan and Trust (the ADC). Each of the NESP, ARP and ADC 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 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 Daylight Time, April 22, 2011, 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 Daylight Time, April 22, 2011, the Plan Trustee will vote your
Plan shares in the same proportion as the Plan shares for which it has received instructions. If
you sign and return this Voting Instruction Form and no specifications are indicated, your Plan
shares will be voted as recommended by the Board of Directors of MetLife, Inc. On any matters other
than those described on the reverse of this Voting Instruction Form that may be presented for a
vote at the 2011 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.
You will receive a separate set of proxy solicitation materials for any shares of Common Stock you
own other than as a Plan participant. Your non-Plan shares must be voted separately from your Plan
shares.
(Continued and to be signed and dated on the reverse side.)
|
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