Edgar Filing: METLIFE INC

Record date

April 13, 2018

Voting

Shareholders as of the record date are entitled to vote. Each share of MetLife common stock (a Share) is entitled to one vote for each Director nominee and one vote for each of the other proposals.

Definitive Proxy Statement

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

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MetLife, Inc.

(Name of Registrant as Specified In Its Charter)

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LOGO

MetLife, Inc.

200 Park Avenue, New York, NY 10166

April 26, 2018

Fellow Shareholders:

I am writing to you for the first time in my role as MetLife’s Lead Director to share the Board’s perspective on MetLife’s performance in 2017 and how the Company is progressing with its ongoing transformation.

As Directors, we are responsible for ensuring the Company’s business strategy is sound and management is executing it effectively. We plan for the Company’s future by evaluating management talent against anticipated needs and we play the unique role of acting as advocates for shareholders to ensure your interests are represented in all major decisions affecting MetLife.

The feedback the Board received from shareholders during 2017 has proven invaluable as we continue to focus on creating value for shareholders. MetLife made important progress last year in several areas. The Brighthouse Financial separation opened a new chapter in MetLife’s history. As the Company focuses on less capital-intensive businesses with greater cash-generating potential, it has the opportunity to change how it is viewed and valued by investors.

MetLife achieved a ratio of Core Free Cash Flow to Core Adjusted Earnings of 75 percent last year, hitting the top end of the Company’s projected range. This made it possible to return a record $4.6 billion to shareholders through share repurchases and dividends. In January, MetLife won its long-running legal battle to remove the Company’s Systemically Important Financial Institution (SIFI) designation when the federal government dropped its appeal of the court ruling in our favor. The Board fully supported this effort because we believed it was necessary to preserve MetLife’s ability to compete on a level playing field against other insurers.

We believe MetLife’s management team has also continued to make significant progress in transforming the Company into a business that can perform well and deliver significant value to shareholders in a wide range of economic environments. Part of that transformation will be completing the expense initiative now underway to deliver $800 million of pre-tax run rate annual savings, net of stranded overhead, to the bottom line by 2020.

While these were positive events and trends, we were disappointed with two instances where the Company failed to live up to its own high standards. These involved the tracking of certain group annuity beneficiaries, and the release of reinsurance reserves for Japanese variable annuities in our MetLife Holdings segment. While the Company discovered and proactively reported these errors on its own, they should not have occurred. In response, the Company has made it a priority to strengthen its financial controls and enhance its practices and procedures for communicating with policyholders.

MetLife benefits from a diverse and independent Board, ten of whose eleven members who are nominated for election come from outside the Company. The Directors bring a depth of financial and management expertise to the Company, along with experience that spans financial and nonfinancial industries, government and the nonprofit sector. We remain focused on ensuring the Board has the right mix of skills and experiences to oversee MetLife’s business strategy and operating environment. Last year we enhanced a matrix of the relevant qualifications to guide us in Board succession planning and refreshment. This is discussed in more detail in this Proxy Statement. We will continue to evaluate this matrix as MetLife’s transformation and business needs evolve.

We continue to recruit new Directors who will deliver great value to the Company. We were pleased to have Gerald L. Hassell, the former Chairman and CEO of The Bank of New York Mellon Corporation, join our ranks in February. Alfred F.

Kelly, Jr. will leave the Board in June because of his responsibilities as Visa’s CEO, a role he assumed in December 2016. We are grateful to Al for his many contributions to the Board since he joined us in 2009.

One of the most notable aspects of our 150-year history has been our strong commitment to the quality of life in the communities we serve. We recognize that how companies perform in this area (generally referred to as Corporate Responsibility or Environmental, Social and Governance (ESG) matters) is a topic of growing interest to many investors. We intend MetLife to continue its leadership in this area, including by consolidating our efforts under a new leader to increase efficiency and impact.

Finally, I want to share my view on how we structure the relationship between the Board and MetLife’s CEO. Because the Lead Director’s role is independent and wide-ranging, I believe it provides strong and effective oversight while also enabling the most productive interaction between the Board, the Company’s senior leaders and its shareholders. While some investors believe in always separating the roles of Chairman and CEO, I believe shareholders’ interests are best served when a Board is able to consider all appropriate leadership options in selecting the best qualified Chairman to address the Company’s circumstances and needs.

We are grateful for your continued engagement with, and support of, our Board and MetLife as we continue to transform our business and improve our operations.

Sincerely,

LOGO

R. Glenn Hubbard

Lead Director

MetLife, Inc.

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Place:

200 Park Avenue

New York, New York

10166

Date:

June 12, 2018

Time:

2:30 p.m., Eastern Time

Record Date:

April 13, 2018

ITEMS OF BUSINESS:

1. The election of 11 Directors, each for a one-year term;

2. The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independent auditor for 2018;

3. An advisory (non-binding) vote to approve the compensation paid to MetLife, Inc.’s Named Executive Officers;

4. A shareholder proposal to adopt a policy that the Chairman of the Board be an independent Director; and

5. Such other matters as may properly come before the meeting.

Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement.

MetLife, Inc. common stock shareholders of record at the close of business on April 13, 2018 will be entitled to vote at the meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

LOGO

Jeannette N. Pina

Vice President and Secretary

New York, New York

April 26, 2018

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 12, 2018:

The accompanying Proxy Statement, the MetLife, Inc. 2017 Annual Report to Shareholders, the Chairman’s Letter, and directions to the location of the 2018 annual meeting of shareholders are available at http://investor.metlife.com by selecting the appropriate link under “Related Links”.

Table of Contents

PROXY STATEMENT

This Proxy Statement contains information about the 2018 annual meeting of shareholders (Annual Meeting) of MetLife, Inc. (MetLife or the Company). We are providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors. We are sending certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice) on or about April 26, 2018. The Notice includes instructions on how to access our Proxy Statement, 2017 Annual Report to Shareholders, and Chairman’s Letter online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 26, 2018. Please see “Accessing your proxy materials” on page 108 for additional information.


TABLE OF CONTENTS			i

A NOTE ABOUT NON-GAAP MEASURES			ii

PROXY SUMMARY			1

PROPOSAL 1 – Election of Directors for a One-Year Term Ending at the 2019 Annual Meeting of Shareholders			11
Board Composition and Refreshment			12
Director Nominees			13
Corporate Governance			24
Corporate Responsibility			34
Director Compensation in 2017			35

PROPOSAL 2 – Ratification of Appointment of the Independent Auditor			37
Independent Auditor’s Fees for 2017 and 2016			38
Audit Committee Report			39

PROPOSAL 3 – Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers			41
Compensation Committee Report			42
Compensation Discussion and Analysis			43
Summary Compensation Table			78
Grants of Plan-Based Awards in 2017			85
Outstanding Equity Awards at 2017 Fiscal Year-End			87
Option Exercises and Stock Vested in 2017			90
Pension Benefits at 2017 Fiscal Year-End			91
Nonqualified Deferred Compensation at 2017 Fiscal Year-End			94
Potential Payments upon Termination or Change-in-Control at 2017 Fiscal Year-End			98
Pay Ratio			102


OTHER INFORMATION			103
Security Ownership of Directors and Executive Officers			103
Deferred Shares Not Beneficially Owned and Deferred Share Equivalents			105
Section 16(a) Beneficial Ownership Reporting Compliance			105
Security Ownership of Certain Beneficial Owners			106
Information About the Annual Meeting, Proxy Voting, and Other Information			108

PROPOSAL 4 – Shareholder Proposal to Adopt a Policy That The Chairman of The Board Be An Independent Director			113

Appendix A – Compensation Discussion and Analysis Supplementary Information			A-1

Appendix B – Non-GAAP and Other Financial Disclosures			B-1

Cover image:

MetLife’s principal executive

offices, 200 Park Avenue in

New York City.

2018 Proxy Statement

A Note About Non-GAAP Measures

A NOTE ABOUT NON-GAAP MEASURES

In this Proxy Statement, MetLife presents certain measures of its performance that are not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). Non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:




($ in millions, except per share data and as otherwise indicated)	2015		2016			2017

Net income (loss) available to MetLife, Inc.’s common shareholders	$	5,163	$	627		$	3,643
Net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share			$	0.57		$	3.38
Premiums, fees and other revenues			$	44,370		$	45,843
Return on MetLife, Inc.’s common stockholder equity				0.9	%		5.9	%
Book value per common share			$	59.35		$	53.57
MetLife, Inc.’s stockholders’ equity			$	67,087		$	57,968
MetLife, Inc.’s net cash provided by (used in) operating activities ($ in billions)	$	1.6	$	3.7		$	6.5

MetLife presented the amounts above for 2017 and 2016 in its quarterly financial supplement furnished on Form 8-K on February 13, 2018. Each of the amounts presented above exclude the impact of the release of reserves related to variable annuity guarantees from a former operating joint venture in Japan.

This Proxy Statement refers to Core financial measures, including

•

Core Adjusted Earnings;

•

Core Adjusted Earnings Per Share (or Core Adjusted EPS);

•

Core Adjusted Return on Equity (or Core Adjusted ROE);

•

Core Adjusted Expense Ratio; and

•

Core Free Cash Flow.

Core financial measures (except Core Free Cash Flow) are based on Adjusted measures. All Core financial measures, including Core Free Cash Flow, are modified for:

•

Notable Items; and

•

historical results for Brighthouse Financial, which separated from MetLife during 2017 (the Separation or Brighthouse Financial Separation), are included in the results of discontinued operations.

Core Adjusted Return on Equity has also been modified for:

•

MetLife’s net equity of assets and liabilities of disposed subsidiary, as well as MetLife’s equity investment in Brighthouse Financial, Inc. common stock from the Separation through 2017 year-end; and

•

Separation-related items (e.g., transaction costs).

Core Free Cash Flow has also been modified for Separation-related items (e.g., transaction costs).

Core Adjusted ROE excludes accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA).

2018 Proxy Statement

A Note About Non-GAAP Measures

MetLife’s Business Plan (Business Plan) measures are on a Core basis, except:

•

Business Plan goals for purposes of the MetLife Annual Variable Incentive Plan (AVIP) for 2017 were based on Adjusted Earnings excluding historical Brighthouse Financial results but not modified for Notable Items or other Core modifications; and

•

2017 Business Plan goals for purposes of Performance Shares were based on Adjusted Earnings excluding historical Brighthouse Financial results, MetLife’s equity investment in Brighthouse Financial from the Separation through year-end 2017 and Separation-related items, but not modified for Notable Items.

Notable Items reflect the unexpected impact of events that affect the Company’s results, but that were unknown and that the Company could not anticipate when it devised its Business Plan. Notable items also include certain items, regardless of the extent anticipated in the Business Plan, to help investors have a better understanding of Company results and to evaluate and forecast those results. Notable Items are identified in the Company’s Quarterly Financial Supplements as: (1) variable investment income; (2) catastrophe experience and prior year development, net; (3) actuarial assumption review and other insurance adjustments; (4) litigation reserves & settlement costs; (5) expense initiative costs; (6) other expense-related items; and (7) tax adjustments. Notable Items represent a positive or negative impact to adjusted earnings available to common shareholders.

Book Value Per Share excludes AOCI other than FCTA. Book Value Per Share is not presented in Core form.

See Appendix B for further information.

LOGO

2018 Proxy Statement

iii

Proxy Summary

PROXY SUMMARY

This summary provides highlights of information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Voting Your Shares

Your vote is important. Shareholders of record may vote their Shares in person at the Annual Meeting or by using any of the following methods. Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions received from such nominee. Participants in the MetLife 401(k) Plan should refer to voting instructions on pages 109.

Internet

Telephone

Mail

www.investorvote.com/MET no later than

10:00 a.m., Eastern Time, June 12, 2018.

1-800-652-8683 until 10:00 a.m.,

Eastern Time, June 12, 2018.

Complete, sign and return your proxy card by
mail (if you received printed copies of the proxy

materials) so that it is received by MetLife c/o

Computershare prior to the Annual Meeting.

Proposals for Your Vote

Proposal

Directors’ Recommendation

Vote Required

Page
Reference

Proposal 1

Election of 11 Directors to one-year terms

FOR each nominee

Majority of Shares voted

Proposal 2

Ratification of appointment of Deloitte & Touche LLP
as MetLife’s independent auditor for 2018

FOR

Majority of Shares voted

Proposal 3

Advisory vote to approve compensation paid to the Company’s Named Executive Officers

FOR

Majority of Shares voted

Proposal 4

Shareholder proposal to adopt a policy that the Chairman of the Board be an independent Director

AGAINST

Majority of Shares voted

113

2018 Proxy Statement

Proxy Summary

Company Strategy

The Company has taken, and continues to take, numerous actions to maximize shareholder value. MetLife is executing the most dramatic transformation in its history.

Refreshed Enterprise Strategy

MetLife’s refreshed enterprise strategy prioritizes businesses with strong risk-adjusted internal rates of return, lower capital intensity, and higher ratio of Free Cash Flow to Adjusted Earnings.

LOGO

Optimize value and risk

–

Focus on in-force and new business opportunities using Accelerating Value analysis

–

Optimize cash and value

–

Balance risk across MetLife

Drive operational excellence

–

Become a more efficient, high performance organization

–

Focus on the customer with a disciplined approach to unit cost improvement

Deliver the right solutions for the right customers

–

Use customer insights to deliver differentiated value propositions - products, services and experiences to win the right customers and earn their loyalty

Strengthen distribution advantage

–

Transform our distribution channels to drive productivity and efficiency through digital enablement, improved customer persistency and deeper customer relationships

“One MetLife,” “Digital,” and “Simplified” are the key enablers of our strategy

2018 Proxy Statement

Proxy Summary

Company Initiatives

MetLife’s Board of Directors remains supportive of the Company’s strategy and its ability to drive shareholder value, while holding management accountable for consistent execution.

Separation of Brighthouse Financial, the centerpiece of our refreshed strategy:

•

Allows MetLife to operate with greater focus

•

Increases MetLife’s predictability of distributable cash flows, and reduces its balance sheet and income statement volatility, by lowering exposure to market-sensitive products

•

Moves MetLife’s mix of U.S. business toward shorter-tail liabilities

•

Diversifies MetLife’s Adjusted Earnings across multiple markets

•

Contributes to improved Adjusted ROE

•

Reduces MetLife’s cost of capital

•

Preserves common dividend at pre-Separation level

Prevailed in Litigation to Rescind Systemically Important Financial Institution (SIFI) Designation

•

Maintains level competitive playing field with rest of industry

Returning Capital to Shareholders, including:

•

Returned a MetLife record $4.6 billion in 2017 by generating a 75% ratio of Core Free Cash Flow to Core Adjusted Earnings

•

New $2 billion common stock repurchase authorization

•

2018 goal to return almost $5 billion

Operational Excellence, our top focus in 2018:

•

Maintain strict capital budgeting to drive profitable growth

•

Demonstrate the same discipline in execution, including efforts to remediate material weaknesses in internal control over financial reporting

•

Re-set the bar to best-in-class customer service

•

Commit to unit cost initiative goal of $800 million in pre-tax run rate annual savings, net of stranded overhead, to the bottom line by 2020

•

Accelerate the pace of digital transformation by building out core technology and developing new digital platforms

2018 Proxy Statement

Proxy Summary

Executive Pay for Performance

The Company maintained its pay for performance practices in 2017. The vast majority of Named Executive Officers’ Total Compensation for 2017 performance was variable and depended on performance. In addition, the Compensation Committee allocated a greater portion of variable compensation to stock-based long-term incentives (LTI) than to annual cash incentives. Key highlights of performance the Compensation Committee considered in making Total Compensation decisions for the Executive Officers, and how it aligned those decisions with performance, are described in the Compensation Discussion and Analysis beginning on page 43, and include:

•

The Company met or exceeded key Core financial performance goals for 2017, as reflected on page 47.

•

The Committee approved total AVIP funding for 2017 awards to all eligible employees at 111.2% of target.

•

The Committee exercised informed judgment beyond the formulaic funding in determining AVIP awards for the Named Executive Officers for 2017 performance. All AVIP awards were flat or lower compared to 2016 in consideration of factors such as low relative Total Shareholder Return (TSR) and operational challenges, except the award to the Named Executive Officer promoted in 2017. The awards to the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) were 25% lower than 2016 awards.

•

The Committee’s LTI grants to Executive Officers in 2018 reflect confidence in the management team and recognize progress with the refreshed strategy. The Company meaningfully increased two Named Executive Officers’ responsibilities during 2017, with corresponding increases in LTI.

•

Following the Company’s discussions with several large investors, the Committee increased the portion of LTI for the CEO and the other most senior executives of the Company (the Executive Officers or Executive Group) delivered in Performance Shares to 70% to further improve alignment with the value returned to shareholders. The realized value of Performance Shares will depend on future Company performance and stock price performance (both absolute and relative to peers).

Total Compensation comprises AVIP awards for 2017 performance, award value of LTI granted in 2018 based on performance and expectations of future contributions to performance, and base salary earned during 2017.

2018 Proxy Statement

Proxy Summary

Executive Compensation Practices with Strong Corporate Governance Features, including:


		Compensation Promotes MetLife’s Success
		✓Vast majority of compensation is performance-based
		✓3-year vesting period for LTI, with Performance Shares based on both internal goals and relative performance
		✓Share ownership requirements
		✓Incentive award total funding determined by business performance and individual awards driven by individual contributions
		✓Incentives promote prudent risk-taking (no formulaic awards; key performance indicator excludes net investment gains/losses, net derivative gains/losses, and variable investment income +/-10% from goal; use multi-year performance to determine the payout value of LTI)
		✓Performance-based compensation recoupment (clawback) policy


						Safeguards to Protect Shareholder Interests
				No		supplemental retirement plan for Executive Group
				No		excessive perquisites
				No		repricing/replacing stock options unless shareholder approved
				No		“single trigger” change-in-control severance pay or vesting of LTI awards without the opportunity to substitute with alternative deferred awards
				No		change-in-control severance beyond 2x average salary and annual cash incentive pay
				No		excise tax payment/gross-up for change-in-control payments, or tax gross-up for any perquisites or benefits (except certain relocation/other transitionary arrangements)
				No		pledging, hedging, short sales, or trading in puts/calls
				No		employment contracts with U.S.-based Executive Group

LOGO

2018 Proxy Statement

Proxy Summary

Shareholder Engagement

In 2017, Company executives, as well as the Independent Lead Director and the Governance and Corporate Responsibility Committee Chair, engaged with shareholders to solicit and better understand their views on a number of issues, including the Company’s business strategy, corporate governance practices, talent management, corporate responsibility initiatives and the 2017 say-on-pay vote results (86% of Shares voted favorably).

With regard to executive compensation, shareholders generally:

•

praised the quality of the Company’s disclosure, consistency in program design, performance metrics, and articulation of business strategy.

•

supported the Company’s executive compensation program design and its alignment with the Company’s business strategy.

•

urged management to execute consistently and improve TSR performance.

•

agreed that the Committee’s selective use of discretion in the design and administration of incentive plans is reasonable, so long as it aligns pay with performance.

The Compensation Committee, after considering this feedback, increased the portion of Executive Group members’ LTI awarded in Performance Shares from 50% to 70% of the total award value and reduced the percentage of Stock Options and Restricted Stock Units. Because TSR relative to competitors and Adjusted Return on Equity relative to Business Plan drive the ultimate number of Shares each executive earns for Performance Shares, the Committee is confident that this change will reinforce and further strengthen the link between shareholder interests and executive rewards.

Corporate Responsibility

Through the Company’s shareholder engagement, shareholders have also expressed growing interest in the Company’s environmental, social and governance practices, as well as its corporate responsibility initiatives. MetLife is committed to being a responsible corporate citizen by building a more secure future for individuals, families and communities around the world and investing in the communities we serve and our broader economy. MetLife takes a strategic approach to corporate responsibility consistent with its mission, as described in more detail in “Corporate Responsibility” on page 34. To ensure this strategic focus, the Company is creating and filling a new role to manage all corporate responsibility and social impact initiatives, and has created its first global pay equity statement, which will be published in its upcoming Corporate Responsibility report.

To learn more about our corporate responsibility efforts and view our annual Corporate Responsibility report, visit https://www.metlife.com/about/corporate-responsibility/.

LOGO

2018 Proxy Statement

Proxy Summary

Best Practices in Corporate Governance

The Company has a proven track record of implementing best practices in corporate governance.


Governance Best Practices		Sound Policies

Independent Lead Director and Board Committees Frequent Board executive sessions Comprehensive annual Board and Committee assessment process Publicly disclosed political contributions Committee Chair rotation practices		Share ownership requirements for executives and Directors Policy prohibiting hedging or pledging Company securities Performance-based compensation recoupment policy

	Robust Shareholder Rights Shareholder right to call special meeting Shareholder proxy access Majority vote standard No “poison pill”

Board Oversight of Risk Management

The Company’s Board of Directors has active and robust practices in risk management oversight:

•

Finance and Risk Committee oversees assessment, management, and mitigation of material risks, as well as capital and liquidity management practices.

•

Other committees also have significant risk management oversight:

✓

Audit: legal and regulatory compliance and internal controls;

✓

Governance and Corporate Responsibility: ethics, compliance programs and sales practices;

✓

Investment: investment portfolio risks; and

✓

Compensation: compensation plan risks, e.g. avoiding incentives to take excessive risk.

LOGO

2018 Proxy Statement

Proxy Summary

Director Nominees’ Experience, Tenure, Independence and Diversity

The Company has nominated highly-qualified, independent leaders to continue to serve on its Board of Directors.

91% Independent

LOGO

Accountable

• All Directors elected annually

• Robust independent Lead Director role

• Majority voting standard

Gender Diversity

• 27% women

LOGO

Ongoing Board Refreshment

Retirement Age + Annual Board Evaluation +

Commitment to Ongoing Refreshment

LOGO

Six new Directors since 2013

Average tenure 6.6 years

Diversity of Tenure

LOGO

2018 Proxy Statement

Proxy Summary

The following table provides summary information about each Director nominee. The designations below will be effective June 12, 2018 immediately following the Annual Meeting, provided that each Director is re-elected.

Committee Membership

Nominee

Primary Qualifications

Independent

Audit

Compensation

Executive

Finance and Risk

Governance and
Corporate Responsibility

Investment

Cheryl W. Grisé

Former Executive Vice President,

Northeast Utilities

- Executive Leadership

- Corporate Governance / Public Company Board

- Regulated Industry /

Government

- Corporate Affairs

CHAIR

Carlos M. Gutierrez

Co-Chair, The Albright Stonebridge Group

- Executive Leadership

- Corporate Governance / Public Company Board

- Global Literacy

- Consumer Insight / Analytics

Gerald L. Hassell

Former Chairman of the

Board and Chief Executive Officer, The Bank of New York Mellon Corporation

- Executive Leadership

- Regulated Industry /

Government

- Financial Expertise, CFO and Audit

- Risk Management

David L. Herzog

Former Chief

Financial Officer and Executive Vice President, American International Group

- Executive Leadership

- Financial Services

- Global Literacy

- Financial Expertise, CFO and Audit

CHAIR

R. Glenn Hubbard, Ph.D.

Lead Director

Dean and Russell L. Carson

Professor of Economics and Finance, Graduate School of Business, Columbia University

- Corporate Governance /

Public Company Board

- Regulated Industry /

Government

- Investments

- Corporate Affairs

Steven A. Kandarian

Chairman of the Board, President and Chief Executive Officer, MetLife, Inc.

- Executive Leadership

- Financial Services

- Regulated Industry /

Government

- Investments

CHAIR

Edward J. Kelly, III

Former Chairman, Institutional Clients Group, Citigroup Inc.

- Executive Leadership

- Corporate Governance /

Public Company Board

- Financial Services

- Global Literacy

CHAIR

2018 Proxy Statement

Proxy Summary

Committee Membership

Nominee

Primary Qualifications

Independent

Audit

Compensation

Executive

Finance and Risk

Governance and
Corporate Responsibility

Investment

William E. Kennard

Former U.S. Ambassador to the European Union

- Corporate Governance /

Public Company Board

- Global Literacy

- Regulated Industry /

Government

- Investments

CHAIR

James M. Kilts

Founding Partner, Centerview Capital

- Executive Leadership

- Corporate Governance /

Public Company Board

- Global Literacy

- Consumer Insight / Analytics

CHAIR

Catherine R. Kinney

Former President and Co-Chief Operating Officer, New York Stock Exchange, Inc.

- Executive Leadership

- Corporate Governance /

Public Company Board

- Financial Services

- Regulated Industry /

Government

Denise M. Morrison

President and Chief Executive Officer, Campbell Soup Company

- Executive Leadership

- Corporate Governance /

Public Company Board

- Global Literacy

- Consumer Insight / Analytics

2018 Proxy Statement

PROPOSAL 1 — Election of Directors for a One-Year Term Ending at the 2019 Annual Meeting of Shareholders

PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM ENDING AT THE 2019 ANNUAL MEETING OF SHAREHOLDERS


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

The Company’s success and long-term value depend on the judgment, initiative, and efforts of its Directors. As a Board, these individuals oversee MetLife’s business policies and strategies. They also oversee the Chief Executive Officer and the other Executive Officers in their management of the Company’s business.

The Board of Directors currently has 12 members. One current member, Alfred F. Kelly, Jr. will not seek re-election at the Annual Meeting.

Each Director nominee is currently serving as a MetLife Director 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 Annual Meeting,

the Board could reduce the size of the Board or nominate a replacement candidate for election. If you granted a proxy to vote your Shares, the individuals who have your proxy could use their discretion to vote for a replacement candidate nominated by the Board. The proxies will not have authority to vote for a greater number of nominees than the number of nominees named on the proxy card, and will accordingly not have authority to fill the vacancy resulting from the departure of Mr. Kelly.

Each of the Director nominees is also currently serving as a director of Metropolitan Life Insurance Company (MLIC), a direct, wholly-owned subsidiary of MetLife with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the issuance of certain insurance products. The common stock of MLIC is not publicly traded.

2018 Proxy Statement

Board Composition and Refreshment

Board Composition and Refreshment

The Company believes that an effective, experienced and diverse Board of Directors is crucial to the Company’s governance framework and business success. The Governance and Corporate Responsibility Committee (in this discussion, also referred to as the Committee), which is principally responsible for identifying and recommending director candidates, looks for candidates with sound judgment and character, who are committed to MetLife’s values and can effectively oversee the Company’s business. To assist with candidate assessment, the Committee utilizes a matrix of the relevant skills and experiences that evolve as the Company’s business and strategy shift. With this in mind, the Board, led by the Governance and Corporate Responsibility Committee Chair, identified the following skills and experiences as most relevant for the Company’s Board at this time:



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

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

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

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

				Regulated Industry / Government. Experience in operating businesses in similar, highly regulated industries, interacting with regulators and policymakers and/or working in government.				Corporate Affairs. Experience in corporate affairs, philanthropy, community development, and environmental or corporate responsibility.

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



		The Committee and the Board regularly discuss Board succession planning in light of the Board’s collective skills, experiences, backgrounds and cognitive diversity. The Committee is particularly focused on ensuring that the candidates for key Board positions, such as Lead Director and Committee Chairs, have the appropriate skills and experiences. In February 2018, the Company welcomed Gerald L. Hassell to its Board. As described in his biography on page 15, Mr. Hassell brings extensive financial expertise and risk management experience, having successfully led a major public financial institution as a Chief Executive Officer. In the last five years, the Company has refreshed approximately half of the Board.				Six new directors in last five years

2018 Proxy Statement

Director Nominees

Director Nominees

LOGO

Cheryl W. Grisé

age 65, Former Executive Vice President, Northeast Utilities

Director since 2004

Ms. Grisé’s experience as the Chief Executive Officer of a major enterprise subject to complex regulations has provided her with a substantive understanding of the challenges of managing a highly regulated company such as MetLife. With her executive experience and her experience as a General Counsel and Corporate Secretary, Ms. Grisé brings a unique perspective on the Board’s responsibility for overseeing the management of a regulated enterprise and the effective functioning of the Company’s corporate governance structures.

Primary

Qualifications

Executive Leadership

Regulated Industry / Government

Corporate Governance / Public Company Board

Corporate Affairs

Professional Highlights:

•

Northeast Utilities, a public utility holding company engaged in the distribution of electricity and natural gas (1980 – 2007)

–

Executive Vice President (December 2005 – July 2007)

–

Chief Executive Officer of principal operating subsidiaries (September 2002 – January 2007)

–

President, Utility Group, Northeast Utilities Service Company (May 2001 – January 2007)

–

President, Utility Group (May 2001 – December 2005)

–

Senior Vice President, Secretary and General Counsel (1998 – 2001)

Other Professional and Leadership Experience:

•

Trustee Emeritus, University of Connecticut Foundation

•

Senior Fellow, American Leadership Forum

•

Other public company directorships: PulteGroup, Inc.; ICF International

•

Prior public company directorships (past five years): Pall Corporation

Education:

•

B.A., University of North Carolina at Chapel Hill

•

J.D., Thomas Jefferson School of Law

•

Executive Management Program, Yale University School of Organization and Management

LOGO

2018 Proxy Statement

Director Nominees

LOGO

Carlos M. Gutierrez

age 64, Co-Chair, The Albright Stonebridge Group

Director since 2013

As Chairman and Chief Executive Officer of Kellogg, Secretary Gutierrez gained deep insight into the complex challenges of guiding a large enterprise in a competitive global economy. As Secretary of Commerce, he worked with government and business leaders to promote America’s economic interests. Secretary Gutierrez’s unique mix of experience gives him a valuable perspective and ability to oversee management’s efforts to grow and develop MetLife’s global business and its interactions with domestic and foreign governments and regulators.

Primary

Qualifications

Executive Leadership

Global Literacy

Corporate Governance / Public Company Board

Consumer Insight / Analytics

Professional Highlights:

•

The Albright Stonebridge Group, a consulting firm (April 2013 – Present)

–

Co-Chair (February 2014 – Present)

–

Vice Chair (April 2013 – February 2014)

•

Vice Chairman, Institutional Client Group, Citigroup Inc., a financial services corporation (January 2011 – February 2013)

•

Chairman and Founding Consultant of Global Political Strategies, a division of APCO Worldwide, Inc., a consulting firm (2010 – 2011)

•

Secretary of Commerce of the United States (February 2005 –January 2009)

•

Kellogg Company, a manufacturer of packaged food products (1975 – 2005)

–

Chairman and Chief Executive Officer (2000 – 2005)

–

Chief Executive Officer (1999 – 2000)

–

President and Chief Operating Officer (1998 – 1999)

Other Professional and Leadership Experience:

•

Chairman, National Foreign Trade Association

•

Chairman, Board of Trustees, Meridian International Center

•

Co-founder, TheDream.US

•

Member, Board of Directors of:

–

Viridis Learning, Inc.

–

PwC (United States)

•

Other public company directorships: Occidental Petroleum Corporation; Time Warner, Inc.

Education:

•

Instituto Tecnologico y de Estudios Superiores de Monterrey, Business Administration Studies

2018 Proxy Statement

Director Nominees

LOGO

Gerald L. Hassell

age 66, Former Chairman of the Board and Chief Executive Officer, The Bank of New York Mellon Corporation

Director since 2018

A seasoned executive in financial services, Mr. Hassell brings extensive financial services expertise to MetLife. As the Chairman and Chief Executive Officer of The Bank of New York Mellon Corporation (BNY Mellon), he successfully led a large and complex financial institution and oversaw risk management in a highly regulated industry, with a sophisticated understanding of shareholder value creation. These experiences and expertise are important to the Board’s oversight of the Company’s design and approach to risk management. In addition, his commitment to social responsibility and community development makes him a valuable resource for MetLife’s corporate and social responsibility initiatives.

Primary

Qualifications

Executive Leadership

Financial Expertise, CFO and Audit

Regulated Industry / Government

Risk Management

Professional Highlights:

•

BNY Mellon, a financial services corporation

–

Chairman of the Board (August 2011 – December 2017)

–

Chief Executive Officer (August 2011 – July 2017)

–

President, The Bank of New York Company, Inc. (merged with Mellon Financial Corporation in 2007 to form BNY Mellon) (September 1998 – July 2007)

–

Various other executive leadership positions

Other Professional and Leadership Experience:

•

Member of :

–

Board of Visitors, Columbia University Medical Center

–

Board of Directors, Lincoln Center for the Performing Arts

–

Board of Trustees, Duke University

–

Board of Directors, Big Brothers and Big Sisters of New York City

–

Business Council

–

Economic Club of New York

•

Former member of the Financial Services Forum

•

Other public company directorships: Comcast Corporation

Education:

•

B.A., Duke University

•

M.B.A., New York University Stern School of Business

LOGO

2018 Proxy Statement

Director Nominees

LOGO

David L. Herzog

age 58, Former Chief Financial Officer and Executive Vice President of American International Group

Director since 2016

Mr. Herzog brings more than three decades of life insurance and financial services expertise to MetLife. His experience as the Chief Financial Officer of a global insurance company uniquely positions him to enhance shareholder value by leveraging his financial and risk management expertise, executive leadership experience, and deep understanding of the insurance business. These qualities and his broad knowledge of and experience in accounting are valuable to the Board’s oversight of the management of MetLife.

Primary

Qualifications

Executive Leadership

Global Literacy

Financial Services

Financial Expertise, CFO and Audit

Professional Highlights:

•

American International Group (AIG), an insurance company (2000 – 2016)

–

Chief Financial Officer and Executive Vice President (October 2008 – April 2016)

–

Senior Vice President and Comptroller (June 2005 – October 2008)

–

Chief Financial Officer for worldwide life insurance operations (April 2004 – June 2005)

–

Vice President, Life Insurance (2003 – 2004)

–

Various senior officer positions, including Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG

•

Various executive positions, GenAmerica Corporation (1991 – 2000), including:

–

Chief Financial Officer (1999 – 2000)

–

President, GenAm Shared Services (1998 – 1999)

•

Controller, Family Guardian Life Insurance Company (1987 – 1991)

•

Coopers & Lybrand, a predecessor firm of PricewaterhouseCoopers LLP (1982 – 1987)

Other Professional and Leadership Experience:

•

Member of numerous professional and civic organizations, including:

–

Investment Advisory Committee, University of Missouri

–

Strategic Development Board, University of Missouri Business School

•

Former member of Federal Advisory Committee on Insurance

•

Other public company directorships: Ambac Financial Group, Inc.; DXC Technology Company

•

Prior public company directorships (past five years): AerCap Holdings N.V.

Education:

•

B.S., University of Missouri-Columbia

•

M.B.A., University of Chicago Booth School of Business

2018 Proxy Statement

Director Nominees

LOGO

R. Glenn Hubbard, Ph.D.

age 59, Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University

Lead Director

Director since 2007

As an economic policy advisor to the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions and emergent regulations and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions and developing regulations and economic policies may impact MetLife’s investments, businesses, and operations worldwide.

Primary

Qualifications

Corporate Governance / Public Company Board Investments

Regulated Industry / Government

Corporate Affairs

Professional Highlights:

•

Columbia University

–

Dean, Graduate School of Business (2004 – Present)

–

Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present)

–

Professor of Economics, Faculty of Arts and Sciences (1997 – Present)

•

Co-Chair, Committee on Capital Markets Regulation, an independent nonprofit research organization (2006 – Present)

•

Chairman, President’s Council of Economic Advisers, an agency within the Executive Office of the President of the United States (2001 – 2003)

•

Chairman of the Economic Policy Committee, Organization for Economic Cooperation and Development, an international economic and trade organization (2001 – 2003)

•

Deputy Assistant Secretary for Tax Policy, United States Department of the Treasury (1991 – 1993)

Other Professional and Leadership Experience:

•

Member of numerous professional and civic organizations, including:

–

Economic Advisory Panel, Federal Reserve Bank of New York

–

Council on Foreign Relations

–

Advisory Board of the National Center on Addiction and Substance Abuse

•

Other public company directorships: Automatic Data Processing, Inc.; BlackRock Closed-End Funds

•

Prior public company directorships (past five years): KKR Financial Holdings LLC

Education:

•

B.A. and B.S., University of Central Florida

•

Ph.D. and A.M., Harvard University

2018 Proxy Statement

Director Nominees

LOGO

Steven A. Kandarian

age 66, Chairman of the Board, President and Chief Executive Officer, MetLife, Inc.

Director since 2011

Mr. Kandarian’s leadership and financial acumen, as well as his Company experience, including as President and Chief Executive Officer and his earlier responsibilities for Investments, Global Brand and Marketing Services, and enterprise-wide corporate strategy, have provided him with a deep understanding of the Company’s businesses and global operations and the Company’s strategic direction and leadership selection.

Primary

Qualifications

Executive Leadership

Regulated Industry / Government

Financial Services

Investments

Professional Highlights:

•

MetLife, Inc.

–

Chairman of the Board (January 2012 – Present)

–

President and Chief Executive Officer (May 2011 – Present)

–

Executive Vice President and Chief Investment Officer (April 2005 – April 2011)

•

Executive Director, Pension Benefit Guaranty Corporation, a United States government agency (2001 – 2004)

•

Founder and Managing Partner, Orion Partners, LP, a private equity firm (1993 – 2001)

•

Founder and President, Eagle Capital Holdings, where Mr. Kandarian formed a private merchant bank to sponsor equity investments in small and mid-sized businesses (1990 – 1993)

•

Managing Director, Lee Capital Holdings, a private equity firm (1984 – 1990)

•

Mr. Kandarian began his career at Rotan Mosle, Inc., an investment bank

Other Professional and Leadership Experience:

•

Member of:

–

Board of Directors, Damon Runyon Cancer Research Foundation

–

Board of Directors, Institute of International Finance (IIF)

–

Board of Directors, Lincoln Center for the Performing Arts

–

Board of Directors, Partnership for New York City

–

Business Council

–

Business Roundtable

•

Chair, Insurance Regulatory Committee of the IIF

•

Other public company directorships: Exxon Mobil Corporation

Education:

•

B.A., Clark University

•

J.D., Georgetown University Law Center

•

M.B.A., Harvard Business School

2018 Proxy Statement

Director Nominees

LOGO

Edward J. Kelly, III

age 64, Former Chairman, Institutional Clients Group, Citigroup Inc.

Director since 2015

Mr. Kelly’s extensive leadership experience as an executive in the financial services industry further strengthens the Board’s strong qualifications to oversee the execution of MetLife’s strategies in complex legal and regulatory environments. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. Further, Mr. Kelly’s deep knowledge of investments and financial products and services makes him a valuable asset to MetLife and its shareholders.

Primary

Qualifications

Executive Leadership

Financial Services

Corporate Governance / Public Company Board Global Literacy

Professional Highlights:

•

Citigroup Inc., a financial services corporation

–

Chairman, Institutional Clients Group (January 2011 – July 2014)

–

Chairman, Global Banking (April 2010 – January 2011)

–

Vice Chairman (July 2009 – March 2010)

–

Chief Financial Officer (March 2009 – July 2009)

–

Head of Global Banking (September 2008 – March 2009)

–

President and Chief Executive Officer, Citi Alternative Investments (March 2008 – August 2008)

–

President, Citi Alternative investments (February 2008 – March 2008)

•

Managing Director, The Carlyle Group, an asset management firm (July 2007 – January 2008)

•

Executive and leadership positions at various organizations, including:

–

The PNC Financial Services Group, Inc., a financial services corporation (March 2007 – June 2007)

–

Mercantile Bankshares Corporation, a financial services corporation (March 2001 – March 2007)

–

J.P. Morgan Chase & Co. (and its predecessor company J.P. Morgan & Co. Incorporated), a financial services corporation (November 1994 – January 2001)

•

Partner, Davis Polk & Wardwell LLP, a law firm (January 1988 – October 1994)

Other Professional and Leadership Experience:

•

Senior Advisor, Corsair Capital, a private equity firm

•

Member, Board of Directors, Focused Ultrasound Foundation, a non-profit entity

•

Lecturer, University of Virginia School of Law

•

Former Board of Directors member, Securities Industry and Financial Markets Association, a financial industry trade association

•

Other public company directorships: CSX Corporation; XL Group Ltd

Education:

•

A.B., Princeton University

•

J.D., University of Virginia School of Law

2018 Proxy Statement

Director Nominees

LOGO

William E. Kennard

age 61, Former U.S. Ambassador to the European Union

Director since 2013

Mr. Kennard’s career has provided him with public policy and global investment expertise. As United States Ambassador to the European Union, Mr. Kennard worked to promote transatlantic trade and investment and reduce regulatory barriers to commerce. In his years of public service, Mr. Kennard advanced access of underserved populations to technology. Mr. Kennard’s extensive regulatory and international experience enhances the Board’s ability to oversee MetLife’s strategies.

Primary

Qualifications

Corporate Governance / Public Company Board

Regulated Industry / Government

Global Literacy

Investments

Professional Highlights:

•

Co-Founder and Non-Executive Chairman, Velocitas Partners LLC, an asset management firm (November 2013 – Present)

•

Senior Industry Advisor, Astra Capital Management, a private equity firm (June 2016 – Present)

•

Member of Operating Executive Board, Staple Street Capital, a private equity firm (November 2013 – Present)

•

United States Ambassador to the European Union (December 2009 – August 2013)

•

Managing Director, The Carlyle Group, an asset management firm (May 2001 – December 2009)

•

United States Federal Communications Commission (December 1993 – January 2001)

–

Chairman (November 1997 – January 2001)

–

General Counsel (December 1993 – November 1997)

•

Partner, Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper), a law firm (April 1984 – December 1993)

Other Professional and Leadership Experience:

•

Member of:

–

Board of Directors, International African American Museum

–

Advising Board, Artificial intelligence Foundation

•

Trustee, Yale University

•

Other public company directorships: Duke Energy Corporation; AT&T Inc.; Ford Motor Company

Education:

•

B.A., Phi Beta Kappa, Stanford University

•

J.D., Yale Law School

2018 Proxy Statement

Director Nominees

LOGO

James M. Kilts

age 70, Founding Partner, Centerview Capital

Director since 2005

As a private equity firm founding partner and as a senior executive of several major consumer product companies with global sales and operations, Mr. Kilts brings an in-depth understanding of the business challenges and opportunities of diversified global enterprises and the related financial, risk management, talent management, and shareholder value creation considerations. These experiences and knowledge enhance the Board’s ability to oversee MetLife management.

Primary

Qualifications

Executive Leadership

Global Literacy

Corporate Governance / Public Company Board

Consumer Insight / Analytics

Professional Highlights:

•

Founding Partner, Centerview Capital, a private equity firm (October 2006 – Present)

•

Vice Chairman, Board of Directors, The Procter & Gamble Company, a consumer products company (October 2005 – October 2006)

•

The Gillette Company, a consumer products company

–

Chairman of the Board (January 2001 – October 2005)

–

Chief Executive Officer (February 2001 – October 2005)

–

President (November 2003 – October 2005)

•

President and Chief Executive Officer, Nabisco Group Holdings Corp. and Nabisco Inc., manufacturer and marketer of packaged food products (January 1998 – December 2000)

•

Executive Vice President, Worldwide Food, Philip Morris, a manufacturer and marketer of packaged food products (1994 – 1997)

•

Various positions, Kraft, a manufacturer and marketer of packaged food products (1989 – 1994), including:

–

President, Kraft USA and Oscar Mayer

–

Senior Vice President, Strategy and Development

–

President, Kraft Limited in Canada

–

Senior Vice President, Kraft International

Other Professional and Leadership Experience:

•

Member of:

–

Board of Overseers, Weill Cornell Medicine

–

Board of Trustees, University of Chicago

–

Board of Directors, Cato Institute

•

Life Trustee, Knox College

•

Founder and Member, Steering Committee, Kilts Center for Marketing, University of Chicago Booth School of Business

•

Other public company directorships: Pfizer Inc.; Unifi, Inc.; Chairman of The Simply Good Foods Company

•

Prior public company directorships (past five years): MeadWestvaco Corporation; Nielsen Holdings plc; Conyers Park Acquisition Corp

Education:

•

B.A., Knox College

•

M.B.A., University of Chicago

2018 Proxy Statement

Director Nominees

LOGO

Catherine R. Kinney

age 66, Former President and Co-Chief Operating Officer, New York Stock Exchange, Inc.

Director since 2009

Ms. Kinney’s experience as a senior executive and Chief Operating Officer of a multinational, regulated entity, her key role in transforming the New York Stock Exchange (NYSE) to a publicly held company, and her leadership in developing and establishing the NYSE corporate governance standards for its listed companies (including MetLife) demonstrate her knowledge of and experience with issues of corporate development, transformation and governance. These qualities are relevant to ensuring that the Board establishes and maintains effective governance structures appropriate for a global provider of insurance and financial products and services.

Primary

Qualifications

Executive Leadership

Financial Services

Corporate Governance / Public Company Board

Regulated Industry / Government

Professional Highlights:

•

NYSE Euronext, a provider of financial services including securities exchange and clearing operations

–

Served in Paris, France, with responsibility for overseeing the global listing program, marketing and branding (July 2007 – March 2009)

–

President and Co-Chief Operating Officer, New York Stock Exchange, Inc. (merged with Euronext in 2008 to form NYSE Euronext) (2002 – 2008)

–

Ms. Kinney joined the New York Stock Exchange in 1974 and held management positions in several divisions, with responsibility for all client relationships (1996 – 2007), trading floor operations and technology (1987 – 1996), and regulation (2002 – 2004)

Other Professional and Leadership Experience:

•

Chair, Board of Trustees, Catholic Charities of the Archdiocese of New York

•

Member of Economic Club of New York

•

Other public company directorships: MSCI Inc.; QTS Realty Trust, Inc.

•

Prior public company directorships (past five years): NetSuite, Inc.

Education:

•

B.A., magna cum laude, Iona College

•

Advanced Management Program, Harvard Graduate School of Business

•

Honorary Degrees: Georgetown University; Fordham University; Rosemont College

2018 Proxy Statement

Director Nominees

LOGO

Denise M. Morrison

age 64, President and Chief Executive Officer, Campbell Soup Company

Director since 2014

Ms. Morrison has a long and distinguished track record of building strong businesses and growing iconic brands. Her experience as Chief Executive Officer of a global company provides her with a strong understanding of the key strategic challenges and opportunities of running a large, complex business, including financial management, operations, risk management, talent management and succession planning. Ms. Morrison’s strong commitment to corporate social responsibility and civic engagement make her a valuable resource for MetLife and its shareholders.

Primary

Qualifications

Executive Leadership

Global Literacy

Corporate Governance / Public Company Board

Consumer Insight / Analytics

Professional Highlights:

•

Campbell Soup Company, a food and beverage company (2003 – Present)

–

President and Chief Executive Officer (August 2011 – Present)

–

Executive Vice President and Chief Operating Officer (October 2010 – July 2011)

–

President, North America Soup, Sauces and Beverages (October 2007 – September 2010)

–

President, Campbell USA (June 2005 – September 2007)

–

President, Global Sales and Chief Customer Officer (April 2003 – May 2005)

•

Kraft Foods, Inc., a food and beverage company (1995 – 2003)

–

Various leadership roles, including: Executive Vice President and General Manager, Kraft Snacks (2001 – 2003); Executive Vice President and General Manager, Kraft Confections (2001); Senior Vice President and General Manager, Nabisco Down the Street (2000); Senior Vice President, Nabisco Sales and Integrated Logistics (1998 – 2000)

•

Various senior marketing and sales positions, Nestlé USA, Inc., a food and beverage company (1984 – 1995)

•

Various trade and business development positions, PepsiCo, Inc., a food and beverage company (1982 – 1984)

•

The Procter & Gamble Company, a consumer products company (1975 – 1982)

Other Professional and Leadership Experience:

•

Member, Boards of Directors, of:

–

Consumer Goods Forum

–

Catalyst, Inc., a nonprofit organization that strives to expand opportunities for women in business

•

Member of:

–

Business Roundtable

–

Business Council

•

Trustee, Boston College

•

Other public company directorships: Campbell Soup Company

•

Prior public company directorships (past five years): The Goodyear Tire & Rubber Company

Education:

•

B.S., Boston College

2018 Proxy Statement

Corporate Governance

Corporate Governance

The Board of Directors recognizes the importance of effective corporate governance in fulfilling its responsibilities to shareholders. This section describes some of MetLife’s key governance practices.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that set forth the Board’s policies on a number of governance-related matters, including:

•

Director qualification standards, independence requirements and responsibilities;

•

identification of candidates for Board positions;

•

management succession;

•

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;

•

Director compensation;

•

Director Share ownership requirements;

•

election of a Lead Director by the Independent Directors;

•

Director orientation and continuing education;

•

Annual Board performance evaluation; and

•

Annual Corporate Governance Guidelines review.

The Corporate Governance Guidelines and the Company’s By-Laws provide for a majority voting standard in uncontested Director elections.

The Corporate Governance Guidelines provide that no Director may stand for election as a Board member 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. 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.

A printable version of the Corporate Governance Guidelines is available on MetLife’s website at www.metlife.com/about/corporate-profile/corporate-governance/ under the link “Corporate Governance Guidelines.”

Information About the Board of Directors

Composition and Independence of the Board of Directors. The Board currently consists of 12 Directors, 11 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 NYSE Corporate Governance Standards. An Independent Director for Audit and Compensation Committee purposes meets additional requirements under the NYSE Corporate Governance Standards and Rules 10A-3 and 10C-1, as applicable, under the Exchange Act.

The Board of Directors has adopted categorical standards to assist it in making determinations regarding Director independence. None of the relationships between the Independent Directors and MetLife is material, as provided by the Company’s categorical standards. The categorical standards are included in the Corporate Governance Guidelines of the Company, which are available on MetLife’s website at www.metlife.com/about/corporate-profile/corporate-governance/ at the link “Corporate Governance Guidelines.”

The Board has affirmatively determined that all of the Directors, other than Steven A. Kandarian, the Company’s Chairman of the Board, President and Chief Executive Officer, are Independent Directors.

Board Leadership Structure. The Board of Directors believes that the best and most effective leadership structure for MetLife and its shareholders at this time is to have the Company’s Chief Executive Officer serve as Chairman of the Board, and an Independent Director serve as Lead Director empowered with significant governance responsibilities.

Mr. Kandarian, as the Company’s Chief Executive Officer, is responsible for setting the Company’s strategic business direction, executing its strategic plans and managing its operations. Through his experience as Chief Executive Officer, and before that as Chief Investment Officer with oversight of MetLife’s enterprise-wide corporate strategy, Mr. Kandarian has gained a deep knowledge and understanding of the Company’s business, opportunities and challenges, and the capabilities and talents of the senior leadership team. Mr. Kandarian brings this

2018 Proxy Statement

Corporate Governance

knowledge and understanding to bear in the performance of his responsibilities as Chairman of the Board, by helping to guide the Board’s oversight on key business, strategic and risk matters for the Company and its shareholders. This insight is particularly important as the Company faces unique and extensive regulatory challenges and undertakes significant strategic initiatives.

R. Glenn Hubbard is the Company’s Lead Director. Dr. Hubbard has served as Lead Director since June 13, 2017. Pursuant to the Corporate Governance Guidelines, the responsibilities of the Lead Director include:

•

presiding over meetings of the Board of Directors at which the Chairman of the Board is not present, including executive sessions of the Independent Directors;

•

presiding over discussions of the Board of Directors when the topic presents a conflict (or potential conflict) for the Chairman of the Board;

•

calling meetings of the Independent Directors, as necessary;

•

approving information sent to the Board for Board meetings, as appropriate;

•

in coordination with the Chairman of the Board, approving Board meeting agendas;

•

approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items;

•

providing input on Board and Board Committee meeting agendas;

•

conferring with the Chairman of the Board on matters of importance that may require Board action or oversight, ensuring the Board focuses on key issues and tasks facing the Company;

•

facilitating communication and serving as a liaison between the Chairman of the Board and the Independent Directors;

•

providing guidance to the Chairman of the Board regarding the ongoing development of Directors;

•

participating in the Compensation Committee’s annual performance evaluation of the Chairman of the Board and the Chief Executive Officer;

•

participating in any Chief Executive Officer succession planning;

•

together with the Chairman of the Board, ensuring the efficient and effective performance and functioning of the Board;

•

assisting the Board, the Governance and Corporate Responsibility Committee and management in promoting corporate governance best practices;

•

in the event of the incapacity of the Chairman of the Board and Chief Executive Officer, overseeing the process for calling a special meeting to determine the action to be taken under the circumstances; and

•

being available, if requested by shareholders, when appropriate, for consultation and direct communication.

Pursuant to the Corporate Governance Guidelines, the Lead Director is elected by and from the Independent Directors. The Independent Directors elected Dr. Hubbard to serve as Lead Director on the strength of his leadership qualities, understanding of global economic conditions and markets, and expertise in public policy and regulatory developments. As Lead Director, he draws on these skills and experiences in working with the Chairman of the Board to set the Board’s agenda. He also brings a strong and independent voice to the boardroom to effectively lead the Independent Directors as they challenge management, consult on development of the Company’s strategy, and support the long-term success of the Company for its shareholders.

In addition, each of the Board Committees (with the exception of the Executive Committee) is chaired by an Independent Director with demonstrated expertise in the responsibilities of that Committee and strong leadership skills. Each of the Committees is also composed entirely of Independent Directors.

The successful partnership between the executive Chairman of the Board, independent Lead Director, Committee Chairs and other Independent Directors provides the Company with strong leadership and effective independent oversight of the Company and management. This demonstrates to the Board that this leadership structure is in the best interests of the Company and its shareholders at this time.

The Board also has robust Committee chair rotation practices. Since December 2016, it has appointed new chairs of the Audit Committee, Finance and Risk Committee, and Investment Committee.

2018 Proxy Statement

Corporate Governance

Executive Sessions of Independent Directors. At each regularly scheduled Board of Directors meeting, the Independent Directors of the Company meet in executive session without management present. The Lead Director presides at the executive sessions of the Independent Directors.

Director Nomination Process. Nominations for election as Director at the Company’s annual meetings may be made either by the Board or by a shareholder or shareholders in compliance with the requirements of the Company’s By-Laws, as described below.

Nominations by the Board. The Company’s Board nominates Director candidates upon the recommendation of the Governance and Corporate Responsibility Committee. Potential Director nominees are identified by the Governance and Corporate Responsibility Committee and the Board of Directors through a variety of means, including Board members, officers and shareholders. The Board may also engage search firms, from time to time, to assist it to identify and evaluate potential Director nominees. Potential Director nominees 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.

In recommending candidates for election as Directors, the Governance and Corporate Responsibility Committee will take into consideration the ability of candidates to enhance the perspective and experience of the Board as a whole, the need for the Board to have a majority of Directors that meet the independence requirements of the NYSE Corporate Governance Standards, and any other criteria the Board of Directors establishes from time to time.

Under the Company’s 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:

•

Financial Literacy. Such person should be “financially literate,” as such qualification is interpreted by the Company’s Board of Directors in its business judgment.

•

Leadership Experience. Such person should possess significant leadership experience, such as experience in business, finance, accounting, regulated industries, and technology, and shall

possess qualities reflecting a proven record of accomplishment and an ability to work with others.

•

Commitment to the Company’s Values. Such person shall be committed to promoting the Company’s financial success and preserving and enhancing the Company’s reputation as a global leader in business and shall be in agreement with Company values as embodied in its codes of conduct.

•

Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Company Director.

•

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 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.

•

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 consumer insight and analytics and finance, sound business judgment, and an appropriate educational background.

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., 200 Park Avenue, New York, NY 10166, Attention: Corporate Secretary, no earlier than 150 calendar days and no later than the close of business on the 120th calendar day prior to the first anniversary of the previous year’s annual meeting. Recommendations for nominations of candidates for election at MetLife’s 2019 annual meeting of shareholders must be received by the Corporate Secretary of MetLife, Inc. no earlier than January 13, 2019 and no later than the close of business on February 12, 2019 or such other date as may be announced by the Company in accordance with the Company’s By-Laws.

The Governance and Corporate Responsibility Committee makes no distinctions in evaluating nominees based on whether or not a nominee is recommended by a shareholder. Shareholders

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recommending a nominee must satisfy the notification, timeliness, consent and information requirements set forth in the Company’s By-Laws concerning Director nominations by shareholders. Among other things, the shareholder’s recommendation must set forth all the information regarding the recommended candidate 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 candidate’s 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 Stockholder Disclosure Questionnaire. The Company’s By-Laws and the Stockholder Disclosure Questionnaire are available at www.metlife.com/about/corporate-profile/corporate-governance/.

Shareholder Proxy Access. In December 2015, the Board of Directors adopted amendments to the Company’s By-Laws to implement shareholder proxy access. Under the By-Laws, a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s annual meeting proxy materials Director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholders and nominees satisfy the requirements specified in the By-Laws. For further information on procedures governing the submission of shareholder nomination of director nominees, see “Other Information — Information About the Annual Meeting, Proxy Voting, and Other Information — Deadline for submission of shareholder proposals and nominations for the 2019 annual meeting of shareholders” on page 111.

Risk Management Oversight. The Board of Directors oversees management in the design and implementation of the Company’s risk management approach. For example, the Board oversees management’s 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.

The Board of Directors also oversees the development and implementation of processes and procedures to mitigate the risk of failing to ensure the orderly succession of the Chief Executive Officer and the senior executives of the Company. The Board believes that the continuing development of the Company’s

managerial leadership is critically important to the Company’s success. The Board, in coordination with the Governance and Corporate Responsibility Committee, periodically reviews the skills, experience, and development plans of the Company’s senior leaders who may ultimately be candidates for senior executive positions. The Directors meet regularly with senior leaders in the context of Board business, giving them an opportunity to assess the qualifications of these individuals. 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.

The Board of Directors has allocated its oversight of risk management among the Board as a whole and to Committees of the Board, which meet regularly and report back to the full Board. The Committees play significant roles in risk oversight.

The Finance and Risk Committee has broad oversight responsibilities for the Company’s risk management. The Committee oversees the Company’s financial policies and strategies, risk targets and risk positions, capital planning and adequacy, certain capital actions, mergers and acquisitions projects, and other financial matters. Annually, the Committee reviews, and recommends for Board approval, the Company’s Enterprise Risk Appetite Statement, which establishes quantitative and qualitative risk appetite measures and risk exposure considerations and guidelines, and the Company’s Capital Policy and Liquidity Risk Management Policy. The Committee reviews the Company’s assessment and management of material risks, including its performance against applicable policies and procedures and related benchmarks and target metrics. The Committee also receives and reviews the Own Risk and Solvency Assessment report, which summarizes the results of the Company’s analysis of its current and future risks, on an annual basis. The Committee coordinates its oversight with the efforts of the Chief Risk Officer (who oversees and coordinates risk assessment and mitigation enterprise-wide) and other members of management. It also coordinates its oversight of management with the Chairs of the other Board Committees.

The Audit Committee oversees the Company’s compliance with legal and regulatory requirements, reviews the Company’s policies on ethical conduct and periodically discusses the guidelines and policies with respect to the process by which the Company undertakes risk assessment and management, including risks relating to MetLife information security systems and vendor risk management programs. The Audit Committee

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Corporate Governance

also reviews with management, the internal auditor and the independent auditor, the Company’s system of internal control over financial reporting that is relied upon to provide reasonable assurance of the integrity of the Company’s financial statements.

The Compensation Committee is responsible for reviewing the Company’s compensation practices and overseeing risk management with respect to the Company’s compensation arrangements. For example, the Committee oversees the design of the Company’s compensation arrangements to avoid creating incentives to take excessive risk. The Chief Risk Officer meets with the Compensation Committee annually to review the Company’s compensation arrangements for this purpose, and, on other occasions, at the Committee’s request, to assist the Committee in its risk management oversight role.

The Governance and Corporate Responsibility Committee, in coordination with the Board, reviews the Company’s proposed succession and development plans for Executive Officers. It reviews the Company’s ethics and compliance programs and its sales practices to mitigate the risk of non-compliance, customer and regulatory complaints and other reputational risks. It also oversees the Company’s goals and strategies concerning legislative and regulatory initiatives that impact the interest of the Company.

The Investment Committee, in coordination with the Finance and Risk Committee, oversees the management and mitigation of risks associated with the MetLife investment portfolios and of the consolidated MetLife enterprise, including credit risk, portfolio allocation and diversification risk, derivatives risk and counterparty risk associated with such portfolios.

Throughout the year, the Board and its Committees receive reports from the Chief Risk Officer and other senior management on enterprise risk management and specific risk topics. In particular, the Finance and Risk Committee reviews reports from the Chief Risk Officer and other senior management of the steps taken to measure, monitor and manage risk exposure in the enterprise. At each regularly scheduled meeting of the Finance and Risk Committee, the Chief Risk Officer provides a report on enterprise risk management and meets in executive session of the independent Committee members without the Company’s Executive Officers to further discuss enterprise risk management.

For further discussion of the Committees’ responsibilities, see “Information About Board Committees,” “Audit Committee,” “Compensation Committee,” “Finance and Risk Committee,”

“Governance and Corporate Responsibility Committee” and “Investment Committee” below.

Board Membership. For information about the current membership of the Board and the Board Committees among directors nominated for re-election, see the table on page 9 and 10. Mr. Alfred F. Kelly, who will not stand for reelection and is therefore not included in the Board table on page 9, serves on the Audit Committee and the Finance and Risk Committee.

Board Meetings and Director Attendance. In 2017, the Board held eight meetings and the Board Committees of MetLife held a total of 39 meetings. Each of the current Directors who served during 2017 attended more than 75% of the aggregate number of meetings of the Board and the Committees on which the Director served.

Information About Board Committees

MetLife’s Board of Directors has designated six standing Board Committees: Audit; Compensation; Executive; Finance and Risk; Governance and Corporate Responsibility; and Investment. All Committees, other than the Executive Committee, are chaired by and consist entirely of Independent Directors. The Committee Chairs review and approve agendas for all meetings of their respective Committees.

The Board of Directors has delegated authority to the Committees to assist the Board in overseeing the management of the Company. The responsibilities of each Committee are defined in its charter and summarized below. The charters for the Audit, the Compensation, and the Governance and Corporate Responsibility Committees incorporate the requirements of the Securities and Exchange Commission (SEC) and the NYSE to the extent applicable. Current, printable versions of these charters are available on MetLife’s website at www.metlife.com/about/corporate-profile/corporate-governance/.

Audit Committee. The Audit Committee oversees:

•

the Company’s accounting and financial reporting processes and the audits of its financial statements;

•

the adequacy of the Company’s internal control over financial reporting;

•

the integrity of its financial statements;

•

the qualifications and independence of the independent auditor;

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Corporate Governance

•

the appointment, retention, performance and compensation of the independent auditor and the performance of the internal audit function; and

•

the Company’s compliance with legal and regulatory requirements.

In performing its oversight responsibilities, the Audit Committee reviews and discusses with management, the internal auditor and the independent auditor a number of significant issues regarding accounting and auditing principles and practices and financial statement presentations. From time to time, these matters may include critical accounting policies and estimates, significant changes in the Company’s selection or application of accounting principles and the adequacy of the Company’s internal control over financial reporting including special audit steps adopted in light of material control deficiencies. The Audit Committee discusses with management the Company’s practices regarding earnings press releases and reviews in advance the financial and earnings information prepared for earnings announcements. The Audit Committee periodically discusses the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management, including risks relating to MetLife information security systems and vendor risk management programs.

The Audit Committee meets at least six times a year, or more frequently as circumstances may require, and meets regularly in executive session separately with management and with the Company’s internal and external auditors. The Audit Committee met 12 times in 2017. The Audit Committee’s activities during 2017 with respect to the oversight of the independent auditor are described in more detail in “Proposal 2 — Ratification of Appointment of the Independent Auditor” beginning on page 37 and its responsibilities for oversight of risk management are further discussed under “Risk Management Oversight” beginning on page 27. The Audit Committee Charter provides a more detailed description of the role and responsibilities of the Audit Committee.

Independence, Financial Literacy and Audit Committee Financial Experts. All six members of the Audit Committee including Alfred F. Kelly, Jr., who will not stand for re-election at the Annual Meeting, are Independent Directors who meet the additional independence requirements of the NYSE Corporate Governance Standards and Rule 10A-3 under the Exchange Act and are financially literate, as such qualification is interpreted by

the Board of Directors. The Board of Directors has determined that the following four members of the Audit Committee qualify as “audit committee financial experts,” as such term is defined by the SEC: David L. Herzog, Gerald L. Hassell, Alfred F. Kelly, Jr. and Edward J. Kelly, III.

Compensation Committee.

The Compensation Committee:

•

assists the Board in fulfilling its responsibility to oversee the development and administration of the Company’s compensation programs for executives and other employees;

•

approves the goals and objectives relevant to the Chief Executive Officer’s Total Compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and recommends, for approval by the Independent Directors, the Chief Executive Officer’s Total Compensation level based on such evaluation;

•

reviews, and recommends for approval by the Board, 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, including their base salaries, annual incentive compensation, and LTI;

•

oversees management’s efforts to mitigate risks associated with the development and administration of the Company’s compensation programs, including efforts to ensure that the Company’s incentive plans do not encourage or reward excessive risk taking; and

•

reviews and discusses with management the Compensation Discussion and Analysis to be included in the proxy statement (and incorporated by reference in the Company’s Annual Report on Form 10-K), and, based on this review and discussion, (1) recommends to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Proxy Statement, and (2) issues the Compensation Committee Report for inclusion in the Proxy Statement. The 2018 Compensation Committee Report appears on page 42 of this Proxy Statement.

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

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Corporate Governance

its duties and responsibilities, if it believes such delegation is in the best interests of the Company and the delegation is not prohibited by law, regulation or the NYSE Corporate Governance Standards. Management’s delegated authority does not include granting salary increases or incentive compensation to any Executive Officer, or to any officer subject to the reporting requirements under Section 16 of the Exchange Act. The Compensation Committee met eight times in 2017.

The Chairs of the Finance and Risk, Governance and Corporate Responsibility, and Audit Committees serve on the Compensation Committee. These Directors bring information and perspective from the work of other committees directly to bear on the Compensation Committee’s decisions. This enhances the Compensation Committee’s execution of its role, including its role in risk management oversight.

Executive Compensation Advisors. The Compensation Committee has sole authority to retain or obtain the advice of a compensation consultant, independent legal counsel, or other advisor to the committee. It is not required to implement or act consistently with the advice or recommendations of any advisor, but retains discretion to act according to its own judgment. The Compensation Committee may retain or obtain the advice of an advisor only after taking into consideration factors related to that person’s independence from management that it determines are relevant, including each of the factors it is required to take into consideration under the Corporate Governance Standards of the NYSE, unless the retention of the advisor is exempt from this requirement under NYSE rules. The Compensation Committee is responsible for the appointment, compensation, and oversight of any advisor it retains. The Company is obligated to provide appropriate funding for reasonable compensation of any such advisor, as determined by the Compensation Committee.

To assist the Compensation Committee in carrying out its responsibilities, the Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its executive compensation consultant. Meridian has provided the Compensation Committee with competitive market compensation data and overall market trends about executive compensation, has advised the Compensation Committee about the overall design and implementation of MetLife’s executive compensation programs, including decisions made under the programs, and has advised the Committee about regulatory, governance and accounting developments that may affect the Company’s executive compensation programs.

The Compensation Committee believes that its compensation consultant must be able to provide it with candid, direct, independent and objective advice. In order to promote the objectivity, independence, and candor of Meridian’s advice:

•

Meridian reports directly to the Committee about executive compensation matters;

•

Meridian meets with the Committee in executive sessions that are not attended by Company management;

•

Meridian has direct access to the Chair and Committee members between meetings; and

•

the Committee has not directed Meridian to perform its services in any particular manner or under any particular method.

To help ensure that the Committee continues to receive independent and objective advice, the Company’s Corporate Governance Guidelines provide that any consultant retained by the Compensation Committee on executive compensation matters should not be retained to provide any other services to the Company. Meridian did not provide any such other services in 2017.

In addition, Meridian has provided the Compensation Committee with information regarding its relationship with MetLife and Meridian’s independence from management. This included information covering factors the Compensation Committee is required under NYSE rules to take into consideration before selecting an advisor. The Compensation Committee did not find that Meridian’s work raised any conflict of interest.

The Company’s processes for determining executive compensation and the central role of the Compensation Committee in those processes, the key factors that the Compensation Committee considers, and the role of the Chief Executive Officer and the Executive Vice President and Chief Human Resources Officer in those processes are described in the Compensation Discussion and Analysis beginning on page 43. Also see the Compensation Discussion and Analysis for information about compensation paid to the persons listed in the Summary Compensation Table on page 78.

Compensation Committee Interlocks and Insider Participation. No Compensation Committee member has ever been an officer or employee of MetLife or any of its subsidiaries. During 2017,

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Corporate Governance

no MetLife Executive Officer served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity where one of the executive officers of that other entity is or has been a MetLife Director or a member of MetLife’s Compensation Committee.

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 in 2017.

Finance and Risk Committee. The Finance and Risk Committee oversees the Company’s financial policies and strategies; its capital structure, plans and policies, including capital adequacy, dividend policies and share issuances and repurchases; its proposals on certain capital actions, strategic actions and other financial matters; its assessment and management of material risks; and in consultation with the Compensation Committee, the appointment, retention and performance of the Chief Risk Officer. The Finance and Risk Committee has in the past engaged, and is likely from time to time in the future to engage, external consultants to assess the alignment of the Company’s risk models and practices to industry best practices.

Specifically, the Finance and Risk Committee:

•

reviews the Company’s key financial, risk and business metrics;

•

reviews and monitors all aspects of the Company’s capital plan, actions and policies (including the guiding principles used to evaluate all proposed capital actions), targets and structure (including the monitoring of capital adequacy and of compliance with the Company’s capital plan);

•

reviews proposals and reports concerning certain capital actions and other financial matters, consistent with the Company’s capital plan, safety and soundness principles and applicable law; and

•

reviews policies, practices and procedures regarding risk assessment and management.

The Finance and Risk Committee met six times in 2017. For further discussion of the Finance and Risk Committee’s responsibilities for oversight of risk management, see “Risk Management Oversight” beginning on page 27.

Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee assists the Board of Directors in identifying individuals qualified to become members of the Company’s Board, consistent with the criteria established by the Board; proposing candidates to be nominated for election as Directors at annual or special meetings of shareholders or to be elected by the Board to fill any vacancies on the Board; developing and recommending to the Board of Directors corporate governance guidelines applicable to the Company; and reviewing proposed succession plans for the Chief Executive Officer and the Company’s other executive officers, and making recommendations to the Board of Directors with respect to such plans. It also oversees the Company’s compliance responsibilities and activities, including its legislative and regulatory initiatives, sales practices, and ethics and compliance programs, as well as the Company’s policies concerning its corporate responsibility programs.

Each year, the Governance and Corporate Responsibility Committee oversees a robust Board evaluation. The Committee solicits comments from Directors on the Board’s and its Committees’ performance, including, among other things, the adequacy of the time allocated to Board and Committee business, the effective operation of the Board and its Committees, and the quality of the executive sessions. Directors are also invited to recommend topics for the Board to consider at future meetings. The Committee reports these results to the full Board for discussion. The Board also conducts biannial individual self and peer Director evaluations, and one-on-one feedback is shared with each Director.

The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. During 2017, Meridian provided the Board with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. For more information on Director Compensation, see “Director Compensation in 2017” on page 35.

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.

The Governance and Corporate Responsibility Committee Charter provides a more detailed description of the role and

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Corporate Governance

responsibilities of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee met seven times in 2017.

Investment Committee. The Investment Committee oversees the management of investment activities of MetLife and, on a consolidated basis, of MetLife and all of its direct and indirect subsidiaries. In performing its oversight responsibilities, the Committee reviews reports from the investment officers on (i) the investment activities and performance of the investment portfolios of MetLife and its subsidiaries and (ii) the conformity of investment activities with the Investment Committee’s general authorizations and investment guidelines. The Investment Committee, in coordination with the Finance and Risk Committee, also oversees the management and mitigation of risks associated with the investment portfolios of MetLife and of the consolidated MetLife enterprise. The Investment Committee met six times in 2017.

Director Share Ownership Requirements; Hedging and Pledging Prohibited

Each Non-Management Director is expected to achieve a level of Share ownership equal in value to at least four times the cash component of the annual retainer by December 31 of the year in which the fourth anniversary of election to the Board occurs. As of December 31, 2017, each Non-Management Director who had served beyond the fourth anniversary of election to the Board had met these requirements.

The Company prohibits Directors and employees, including Executive Group members, from engaging in short sales, hedging, and trading in put and call options, with respect to the Company’s securities. The Company’s policy also prohibits Directors and employees, including Executive Group members, from pledging MetLife securities. These policies are intended to prevent a misalignment of interests with Company shareholders or the appearance of such a misalignment.

Director Indemnity Plan

The Company’s 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 person’s service as a Director of the Company. In addition, the Company’s Director Indemnity Plan affirms that a Director’s 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 Director’s rights with respect to events that have already occurred.

Shareholder Right to Call a Special Meeting

The Company’s By-Laws allow shareholders representing ownership of 25% or more of the Company’s outstanding Shares to call a special meeting of the shareholders, provided that the shareholders requesting the meeting satisfy the requirements specified in the By-Laws. The Board believes that the By-Laws afford shareholders with a meaningful right to call a special meeting.

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 and Corporate Responsibility Committee reviews, approves or ratifies related person transactions involving Directors, Director nominees and the Chief Executive Officer or any of their

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Corporate Governance

immediate family members. A vote of a majority of disinterested Directors of the Governance and Corporate Responsibility 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 and Corporate Responsibility Committee for review, approval or ratification if he believes that such referral would be appropriate.

The Governance and Corporate Responsibility 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 arm’s-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.

Related Person Transactions

A Company affiliate employs a sibling of Maria R. Morris, former Executive Vice President and Executive Group member. Ms. Morris’ sibling earned compensation of approximately $352,280 for 2017. The employee is not an Executive Group

member and does not report directly to an Executive Group member. The employee participated in compensation and benefit arrangements for 2017 generally applicable to similarly-situated employees. The employee is primarily engaged in sales activity, and the employee’s compensation is significantly driven by incentives for sales to group insurance customers.

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 Company’s 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 Company’s website at www.metlife.com/about/corporate-profile/corporate-governance/ by selecting Corporate Conduct and then the appropriate link under the heading “Codes of Conduct.”

Directors’ Code of Business Conduct and Ethics and Code of Conduct for Employees. The Company has adopted the Directors’ Code of Business Conduct and Ethics, which is applicable to all members of the Company’s Board of Directors including the Chief Executive Officer, and the Code of Conduct, which applies to all employees of the Company and its affiliates, including the Executive Officers of the Company. Current, printable versions of the Directors’ Code and the Code of Conduct for MetLife employees are available on the Company’s website at www.metlife.com/about/corporate-profile/corporate-governance/ by selecting Corporate Conduct and then the appropriate link under the heading “Codes of Conduct.”

2018 Proxy Statement

Corporate Responsibility

Corporate Responsibility

MetLife’s Corporate Responsibility Strategy

MetLife is committed to building a more secure future for individuals, families and communities around the world. MetLife’s core purpose is providing financial protection that helps people navigate life’s challenges.

MetLife demonstrates its commitment to responsible corporate citizenship through the security the Company provides customers, the claims MetLife pays during their times of need, its activities and investments in the communities that the Company serves, and MetLife’s long-term investments in the broader economy. MetLife manages our business with the goal of responsibly delivering long-term value for all of the Company’s stakeholders:

•

For customers. MetLife listens closely and shapes products and services to fulfill their needs and meet their rapidly-evolving expectations.

•

For employees. MetLife helps its global team of 49,000 employees in more than 40 countries grow and thrive by providing training and development, supporting health and wellness and promoting diversity and inclusion.

•

For our business. MetLife’s weaves its culture of ethics, integrity and risk management into the fabric of the organization – employees at all levels are responsible for managing risk.

•

For the communities we serve. MetLife invests for the long-term so the Company can deliver on its promises to its customers and be an economic force.

•

For the underserved. MetLife is focused on improving financial health. MetLife and MetLife Foundation provided nearly $45 million in grants in 2017, including more than $30 million for financial inclusion.

•

For the environment. MetLife has reduced its environmental footprint and is committed to promoting a healthy planet for generations to come.

MetLife is creating a new function focused on a strategic approach to corporate responsibility and will appoint a corporate responsibility officer to lead it. The function will work closely with the businesses and functions to implement an integrated strategy that ensures alignment of the Company’s environmental, social and governance (ESG) efforts with its business mission. The group will drive, measure and report on the value MetLife’s ESG efforts create for stakeholders and society.

Corporate Responsibility Report

Part of MetLife’s commitment to operating responsibly includes promoting transparency and a commitment to reporting on our ESG efforts through our annual Corporate Responsibility report. To learn more about our corporate responsibility efforts and view the report, visit www.metlife.com/about/corporate-responsibility/.

Many of MetLife’s corporate responsibility activities and accomplishments have been recognized for being best in class:

•

Named to the Dow Jones^® Sustainability Index, North America (DJSI) for the second year in a row. The DJSI is a widely recognized standard for corporate responsibility that tracks leading sustainability-driven companies.

•

Received a grade of “A minus” from CDP^® (formerly the Carbon Disclosure Project) for reporting and management of climate issues. This rating places MetLife in CDP’s top quartile “Leadership” category among financial services providers.

•

Named to the first all-sector Bloomberg^® Gender-Equality Index in January 2018. This followed MetLife’s inclusion on the Bloomberg Financial Services Gender-Equality Index in 2016 and 2017.

•

Recognized by Deloitte^® and the Alliance for Board Diversity for having one of the most diverse boards of any company in the Fortune 500^®.(1)

•

Included by FORTUNE^® Magazine on the World’s Most Admired Companies^® list for life and health insurers in 2018.(2)

1	Reprinted with permission from Catalyst, Diversified Search, The Executive Leadership Council, the Hispanic Association on Corporate Responsibility, and Leadership Education for Asian Pacifics, Inc. Published on February 6, 2017.

2	From FORTUNE Magazine, February 1, 2018. ^©2018 Time Inc. FORTUNE and The World’s Most Admired Companies are registered trademarks of Time Inc. and are used under license. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, MetLife.

LOGO

2018 Proxy Statement

Director Compensation in 2017

Director Compensation in 2017(1)




Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(1)			All Other Compensation ($)		Total ($)

Cheryl W. Grisé		$ 87,500		$	75,071		$1,620		$164,191
Carlos M. Gutierrez		$ 75,000		$	75,071		$1,620		$151,691
David L. Herzog		$ 95,000		$	75,071		$1,620		$171,691
R. Glenn Hubbard, Ph.D.		$100,000		$	75,071		$6,620		$181,691
Alfred F. Kelly, Jr.		$ 75,000		$	75,071		$1,620		$151,691
Edward J. Kelly, III		$ 92,500		$	75,071		$1,620		$169,191
William E. Kennard		$ 87,500		$	75,071		$1,620		$164,191
James M. Kilts		$ 90,000		$	75,071		$6,620		$171,691
Catherine R. Kinney		$ 75,000		$	75,071		$1,620		$151,691
Denise M. Morrison		$ 75,000		$	75,071		$1,620		$151,691
Kenton J. Sicchitano(2)		$ 0		$	0		$ 828		$ 828
Lulu C. Wang(2)		$ 0		$	0		$ 828		$ 828

MetLife’s annual rate of non-management director fees is $300,000, plus committee chair fees. The Fees Earned or Paid in Cash and Stock Awards in this table reflect approximately one-half of this amount because the Company is in transition from paying such fees once per calendar year (in 2016, for service through the 2017 annual shareholders meeting) to four installments per calendar year (two of which MetLife paid in the period from June through the end of 2017).

2	Mr. Sicchitano and Ms. Wang served on the Board of Directors through the Company’s 2017 annual meeting of shareholders, at which time each retired from service. Each was paid fees in 2016 for service through that meeting.

The Non-Management Directors included in the 2017 Director Compensation table, and the following discussion pertaining to the table, are limited to those who served as Directors during 2017.

Fees Earned or Paid in Cash and Stock Awards

The Non-Management Directors’ annual retainer fees are reported under “Fees Earned or Paid in Cash” and “Stock Awards” in the Director Compensation table.

The Company pays each active Non-Management Director at an annual rate of $300,000 payable in four installments. One-half each installment is payable in cash. The other half is paid through the grant of Shares at a grant date fair value per share equal to the closing price of a Share on the NYSE on the grant date. In each case, the grant date fair value of the stock award was slightly higher than one-half of the total installment because the number of Shares the Company delivered to the director was rounded up to a whole number of Shares.

In addition, the Company pays cash retainer fees to each Non-Management Director who serves as Chair of a Board Committee at the following annual rates payable in four installments:



		Committee											Retainer Installment for Committee Chair

		Audit Committee											$40,000
		Finance and Risk Committee											$35,000
		Compensation Committee											$30,000
		Governance and Corporate Responsibility Committee											$25,000
		Investment Committee											$25,000

2018 Proxy Statement

Director Compensation in 2017

The Governance and Corporate Responsibility Committee is responsible for reviewing the compensation and benefits of the Company’s non-employee Directors and recommending any changes to the Board. During 2017, Meridian provided the Board with an analysis of the competitiveness of the compensation program for Non-Management Directors, market observations, and relevant compensation trends. Meridian’s analysis was based on substantially the same Comparator Group that the Compensation Committee used to review the competitiveness of MetLife’s Total Compensation framework for Executive Officers, as described in the Compensation Discussion and Analysis on page 73.

The MetLife, Inc. 2015 Non-Management Director Stock Compensation Plan (2015 Director Stock Plan), which was approved by the Company’s shareholders in 2014, authorizes the Company to issue Shares in payment of Director retainer fees. The dollar amounts reported under “Stock Awards” 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 (ASC 718). The grant date fair value represents the number of Shares granted multiplied by the closing price of the Shares on the NYSE on the grant date. Share awards granted to the Non-Management Directors as part of their annual retainer vest and become deliverable immediately upon their grant. As a result, no Share awards were outstanding for any of the Non-Management Directors as of December 31, 2017. None of the Non-Management Directors had any outstanding and unexercised Stock Options as of December 31, 2017.

A Non-Management Director may defer the receipt of all or part of his or her fees payable in cash or deliverable in Shares (and any imputed reinvested dividends on such deferred Shares) until a later date or until after he or she ceases to serve as a Director.

All Other Compensation

The Non-Management Directors’ 2017 benefits, gift programs, and reportable perquisites and other personal benefits are included under “All Other Compensation” in the Director Compensation table.

Life Insurance Programs. MetLife paid $1,584 in premiums for each Non-Management Director who served the entirety of 2017. This provided each with $200,000 of group life insurance coverage during 2017. The Company incurred a pro rata portion of that cost to provide coverage to Mr. Sicchitano and Ms. Wang (a cost of $792 for each) for the portion of 2017 during which each served as a Director.

Business Travel Insurance Program. MetLife provided each Non-Management Director with business travel accident insurance coverage for travel on MetLife business. MetLife’s per Director cost for this coverage in 2017 was $36.

Charitable and Matching Gifts Programs. The MetLife Foundation provided up to $5,000 in matching contributions for each Non-Management Director’s contributions to colleges and universities in 2017 under a matching gift program for employees and Non-Management Directors. In 2017, the foundation contributed $5,000 to match contributions made by each of Dr. Hubbard and Mr. Kilts.

In addition, the foundation provided matching contributions of $5,000 each for contributions that Ms. Kinney and Mr. Kennard, respectively, made in 2016, and $2,500 for a contribution that Mr. Sicchitano made in 2016. Because these contributions related to the directors’ 2016 contributions, they are not reported on the table above. They were not reported in the Company’s 2017 Proxy Statement because the process for matching the contributions did not begin until after that Proxy Statement was filed.

Perquisites and Other Personal Benefits. Any personal expenses the Company paid for Non-Management Directors in 2017 were less than $10,000, and as a result are not reported.

Compensation of Mr. Kandarian

Mr. Kandarian was compensated as an employee for 2017, and received no compensation in his capacity as a member of the Board of Directors. For information about compensation for Mr. Kandarian for 2017, see the Summary Compensation Table on page 78 and the accompanying discussion.

2018 Proxy Statement

Proposal 2 — Ratification of Appointment of the Independent Auditor

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR

The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2018.

The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent auditor for the fiscal year ending December 31, 2018. Deloitte’s long-term knowledge of MetLife and the MetLife group of companies, combined with its insurance industry expertise and global presence, has enabled it to carry out its audits of the Company’s financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.

The appointment of Deloitte by the Audit Committee is being presented to the shareholders for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider its decision and may continue to retain Deloitte. If the shareholders ratify the appointment, the Audit Committee continues to have the authority to and may change such appointment at any time during the year. The Audit Committee will make its determination regarding such retention or change in light of the best interests of MetLife and its shareholders.

In considering Deloitte’s appointment and Deloitte’s compensation for audit and non-audit services, the Audit Committee reviewed the firm’s qualifications, competencies and performance, including the following factors:

•

Deloitte’s 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;

•

Deloitte’s independence and its processes for maintaining its independence;

•

the results of the independent review of the firm’s quality control system;

•

the global reach of the Deloitte network of member firms and its alignment with MetLife’s worldwide business activities;

•

the key members of the engagement team, including the lead audit partner, for the audit of the Company’s financial statements;

•

Deloitte’s performance during its engagement for the fiscal year ended December 31, 2017 and data related to audit quality and performance, including recent PCAOB inspection reports on Deloitte;

•

the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;

•

Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office; and

•

Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.

Deloitte has served as independent auditor of the Company since 1999, and as auditor of affiliates of the Company since at least 1968, but the specific year of its commencement of service to affiliates has not been determined. Under current legal requirements, the lead or concurring audit partner for the Company may not serve in that role for more than five consecutive fiscal years, and the Audit Committee ensures the regular rotation of the audit engagement team partners as required by law. The Chair of the Audit Committee is actively involved in the selection process for the lead and concurring partners.

The Audit Committee approves Deloitte’s 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 Company’s independent auditor. Any pre-approval of services between Audit Committee meetings must be reported to the full Audit Committee at its next scheduled meeting.

2018 Proxy Statement

Proposal 2 — Ratification of Appointment of the Independent Auditor / Independent Auditor’s Fees for 2017 and 2016

The Audit Committee is responsible for approving fees for the audit and for any audit-related, tax or other permitted non-audit services. 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.

Representatives of Deloitte will attend the 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.

The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2018.

Independent Auditor’s Fees for 2017 and 2016

The table below presents fees for professional services rendered by Deloitte for the audit of the Company’s annual financial statements, audit-related services, tax services and all other services for the years ended December 31, 2017 and 2016. All fees shown in the table were related to services that were approved by the Audit Committee.

The fees that the Company incurs for audit, audit-related, tax and other professional services reflect the complexity and scope of the Company’s operations, including:

•

operations of the Company’s subsidiaries in multiple, global jurisdictions (approximately 40 countries and branches in 2017);

•

the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions;

•

the operating insurance companies’ responsibility for preparing audited financial statements; and

•

the applicability of SEC reporting requirements to one of the Company’s operating insurance subsidiaries, which is an SEC registrant.

The Audit Committee has advised the Board of Directors that, in its opinion, the non-audit services rendered by Deloitte during

the most recent fiscal year are compatible with Deloitte’s maintaining its independence. Non-audit services, as a percentage of the total amount paid, was 6% for both 2017 and 2016.




($ in millions)	2017		2016

Audit Fees(1)	$	68.6	$	78.1
Audit-Related Fees(2)	$	14.7	$	13.4
Tax Fees(3)	$	4.4	$	4.7
All Other Fees(4)	$	1.1	$	1.2

Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s 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. In 2017 Deloitte issued approximately 268 audit reports. The decrease in audit fees in 2017 as compared to 2016 is attributable to the fact that Brighthouse Financial, Inc. is no longer part of MetLife and therefore services related to that entity are no longer included.

Fees for assurance and related services that are traditionally performed by the Company’s 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. The increase in audit-related fees in 2017 over 2016 is due to services related to strategic projects.

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 advisory 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. In 2017,

2018 Proxy Statement

Independent Auditor’s Fees for 2017 and 2016 / Audit Committee Report

tax compliance and tax preparation fees total $1.5 million and tax advisory fees total $2.9 million and in 2016, tax compliance and tax preparation fees total $1.6 million and tax advisory fees total $3.1 million.

4	Fees for other types of permitted services, including employee benefit advisory services, risk and other consulting services, financial advisory services and valuation services.

Audit Committee Report

This report is submitted by the Audit Committee of the MetLife, Inc. (MetLife or the Company) 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 (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this

report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.

The Audit Committee currently consists of six independent Directors who satisfy the audit committee independence standards of the SEC and the NYSE. The Audit Committee, appointed by the Board of Directors, is responsible for overseeing management’s conduct of MetLife’s financial reporting processes and audits of the Company’s financial statements, the adequacy of the Company’s internal control over financial reporting and the appointment, retention, performance and compensation of the Company’s independent auditor. More information on the Audit Committee and its qualifications and responsibilities is included elsewhere in the proxy statement and in the Audit Committee Charter on the Company’s website at www.metlife.com/about/corporate-profile/corporate-governance/.

Management is responsible for the preparation of MetLife’s consolidated financial statements and the reporting process. Deloitte & Touche LLP (Deloitte), as MetLife’s independent auditor, is responsible for auditing MetLife’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB).

Deloitte has discussed with the Audit Committee those matters described in the PCAOB Standard, Communications with Audit Committees (Auditing Standard No. 1301) 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 Deloitte’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence from MetLife.

During 2017, management updated its internal control documentation for changes in internal control and completed its testing and evaluation of MetLife’s 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. In doing so, management utilized the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 and met in executive session separately with the internal auditor and Deloitte to discuss the results of their examinations, observations and recommendations regarding internal control over financial reporting.

Based on the Company’s internal review, management identified material weaknesses in the design and operation of its internal control over financial reporting. Management concluded that the Company has not maintained effective controls over (i) the administrative and accounting practices relating to certain Retirement and Income Solutions (RIS) group annuity reserves and the timely communication and escalation of issues regarding those reserves throughout the Company and (ii) controls over the calculation of reserves relating to variable annuity guarantees issued by a former operating joint venture in Japan and reinsured by the Company and included within the MetLife Holdings segment. Management identified errors in reserve balances in connection with these material weaknesses.

Although the Company’s remediation plan remains under development, it has begun remediation efforts and will continue

LOGO

2018 Proxy Statement

Audit Committee Report

initiatives to implement, document, and communicate policies, procedures, and internal controls. With respect to RIS group annuity reserves, the Company is implementing immediate changes to its administrative and accounting procedures and search practices to identify, contact, and record responses from “unresponsive and missing” plan annuitants; is reviewing its practices regarding timely communication and escalation of issues throughout the Company; and has engaged third party advisors to undertake, under the supervision of MetLife, Inc.’s Chief Risk Officer, a comprehensive examination and analysis of the facts and circumstances giving rise to the material weakness. With respect to the assumed variable annuity guarantee reserves, the Company is implementing immediate changes to how data for MetLife Holdings assumed variable annuity guarantee reserves is controlled and reviewed; and has engaged third party advisors to undertake a comprehensive examination and analysis of the facts and circumstances giving rise to the material weakness.

The Company will make further changes and improve its internal control over financial reporting following management’s review and development of the complete remediation plans for these material weaknesses that is responsive to the findings of the examinations. The Company’s remediation of the identified material weaknesses and strengthening of its internal control environment will require a substantial effort in 2018.

The Audit Committee will continue to oversee the adequacy of MetLife’s internal control over financial reporting, and will receive regular updates from management, the internal auditor and the independent auditor regarding the status of the development of remediation plans.

The Audit Committee reviewed the report of management’s assessment of the effectiveness of internal control over financial

reporting contained in the Company’s 2017 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission (the 2017 Form 10-K). The Audit Committee also reviewed Deloitte’s report regarding its audit of the effectiveness of the Company’s internal control over financial reporting, in which Deloitte expressed an adverse opinion on the Company’s internal control over financial reporting. The Audit Committee reviewed and discussed with management, and with Deloitte, MetLife’s audited consolidated financial statements for the year ended December 31, 2017 and Deloitte’s Report of Independent Registered Public Accounting Firm dated March 1, 2018 regarding the 2017 audited consolidated financial statements included in the 2017 Form 10-K. The Deloitte report states that MetLife’s 2017 audited consolidated financial statements present fairly, in all material respects, the financial position of MetLife and its subsidiaries as of December 31, 2017 and 2016 and the results of their operations and cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. In reliance upon the reviews and discussions with 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 MetLife’s 2017 audited consolidated financial statements be included in the 2017 Form 10-K.

Respectfully,

David L. Herzog, Chair

Cheryl W. Grisé

Gerald L. Hassell

Alfred F. Kelly, Jr.

Edward J. Kelly, III

Catherine R. Kinney

LOGO

2018 Proxy Statement

Proposal 3 — Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

LOGO

The Board of Directors recommends that you vote FOR this proposal: “RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

In accordance with Section 14A of the Exchange Act, this proposal will give shareholders the opportunity to approve, or not approve, the Company’s executive compensation programs and policies and the resulting compensation for the individuals listed in the Summary Compensation Table on page 78 (the Named Executive Officers), as described in this Proxy Statement.

The Compensation Discussion and Analysis beginning on page 43 summarizes our executive compensation program. The Board’s actions aligned each Named Executive Officer’s pay with individual and Company performance for 2017.

The Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements, including those for the Executive Officers. 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 Board has approved an annual frequency for shareholder votes to approve executive compensation. As a result, the Company currently expects to hold the next vote at the 2019 Annual Meeting.

The Compensation Committee and Board of Directors believe that the Company’s compensation programs and policies, and the compensation of the Named Executive Officers, promote the Company’s business objectives with appropriate compensation delivered in appropriate forms. See the Compensation Discussion and Analysis, beginning on page 43. Accordingly, the Board of Directors recommends that you vote FOR this proposal.

2018 Proxy Statement

Compensation Committee Report

Compensation Committee Report

This report is furnished by the Compensation Committee of the MetLife Board of Directors. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that is set forth on pages 43 through 77 of the Company’s 2018 Proxy Statement and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the 2018 Proxy Statement.

No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.

Respectfully,

James M. Kilts, Chair

Cheryl W. Grisé

Gerald L. Hassell

David L. Herzog

Edward J. Kelly, III

Denise M. Morrison

2018 Proxy Statement

Compensation Discussion and Analysis

Compensation Discussion and Analysis

The Compensation Discussion and Analysis describes the objectives and policies underlying MetLife’s executive compensation program for the Named Executive Officers and the rest of the Executive Group. It also describes the key factors that the Compensation Committee (in this discussion, also referred to here as the Committee) considered in determining the compensation of the CEO and other members of the Executive Group.

Key Highlights

In 2017, MetLife:

✓

completed the Separation of its U.S retail business, the centerpiece of the Company’s strategy to become simpler and less capital intensive with stronger Free Cash Flow.

✓

met or exceeded its key Core financial metrics.

✓

generated 75 cents of Core Free Cash Flow for every dollar of Core Adjusted Earnings.

✓

identified errors that resulted in material weaknesses in internal control over financial reporting, and is dedicating the resources necessary to remediate them and to achieve operational excellence.

✓

reinforced commitment to achieve $800 million of pre-tax run-rate annual savings, net of stranded overhead, by 2020; currently on target through year-end 2017.

MetLife’s Compensation Committee ensured continued alignment between performance and pay by:

✓

considering the Company’s operational challenges and poor TSR compared to peer companies balanced with confidence in the executive team and progress on refreshed strategy.

✓

reducing the CEO’s annual incentive award for 2017 by $1 million (25%) from 2016 while modestly increasing LTI from prior grant to reinforce alignment with shareholders.

✓

decreasing the CFO’s annual incentive award for 2017 by 25% from 2016 and also decreasing LTI from prior grant.

✓

holding the annual incentive award for two other Named Executive Officers flat, while increasing LTI from prior grant to reflect individual performance as well as expanded responsibilities in 2017.

✓

approving the distribution of 2015-2017 Performance Shares at 46.3%, a below-target payout resulting largely from TSR that – while positive – was in the bottom quartile relative to peers resulting in zero credit for that metric.

✓

increasing the portion of new LTI granted in Performance Shares to 70% of the total award value (formerly 50%) to further enhance executive alignment with shareholders; consistent with prior awards, the performance metrics for Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted Return on Equity against the Business Plan.

MetLife’s Compensation Programs:

✓

provide the largest portion of executives’ Total Compensation in variable, performance-dependent awards.

✓

align executives’ interests with shareholders’ through Share-based awards and Share ownership requirements.

✓

incorporate sound risk management through appropriate financial metrics, non-formulaic performance assessment, and Chief Risk Officer program review.

2018 Proxy Statement

Compensation Discussion and Analysis

Table of Contents

for the Compensation Discussion and Analysis


How did we perform?			45
MetLife’s Strategy			45
Highlights of Business Results			45
Highlights of Executive Performance and Compensation			49

What are our executive compensation practices?			57
Compensation Philosophy and Objectives			57
Key Features of MetLife’s Executive Compensation Program			57
2017 Say-on-Pay Vote and Shareholder Engagement			58
Overview of Compensation Program			59
Components of Compensation and Benefits			60
Determining Total Compensation for 2017 Performance			61


How did we compensate our CEO and other Named Executive Officers?			62
Base Salary			62
Annual Incentive Awards			62
Stock-Based Long-Term Incentive Awards			66
Retirement and Other Benefits			70
Potential Termination Payments			72

How do we review compensation against peer companies?			73

How do we manage risk related to our compensation program?			75
Risk Management			75
Executive Share Ownership			76
Stock-Based Award Timing Practices			76
Tax Considerations			76
Accounting Considerations			77

2018 Proxy Statement

Compensation Discussion and Analysis

LOGO

MetLife’s Strategy

The Company’s strategy is founded on the principle of One MetLife, where digital and simplified are the key enablers of MetLife’s four strategic cornerstones:

•

optimizing value and risk by focusing on our businesses with higher internal rates of return, lower capital intensity, and maximum cash generation;

•

driving operational excellence, by transforming into a high-performance operating company with a competitive cost structure;

•

strengthening our distribution channels to drive efficiency and productivity through digitalization and improved customer persistency; and

•

taking a targeted approach to deliver the right solutions for the right customers through differentiated customer value propositions.

This enterprise strategy will enhance our ability to focus on the right markets, build clear differentiators, and continue to make the right investments to deliver shareholder value.

Highlights of Business Results

2017 Business Results

Under the leadership of CEO Steven A. Kandarian, the year 2017 was one of the most transformational in MetLife’s history. The Separation of MetLife’s U.S. retail business, which dated to the Company’s origins in 1868 and is now known as Brighthouse Financial, was the centerpiece of the Company’s strategy to become simpler and less capital intensive with stronger Free Cash Flow.

MetLife also grew its fee-based businesses such as MetLife Investment Management (MIM), which provides asset management services to institutional clients. MetLife’s acquisition of Logan Circle Partners, L.P., bolstered this strategy by adding $38.5 billion to MIM’s assets under management (as of December 31, 2017), giving global clients a broader set of investment solutions, and significantly enhancing

the Company’s reach in the consultant distribution channel. MetLife’s top growth priorities continue to include asset management services.

A key element of MetLife’s strategy is to return excess capital to shareholders. The Company’s 2017 ratio of Core Free Cash Flow to Core Adjusted Earnings was 75 percent, the top end of its Business Plan range. This strong Core Free Cash Flow helped MetLife return $4.6 billion to shareholders through dividends and share repurchases. The Company’s Core Adjusted EPS also grew by 5 percent.

MetLife’s capital management philosophy has remained consistent. The Company pursues attractive organic opportunities and merger and acquisition opportunities that align with its strategy and culture. But if organic and inorganic growth cannot clear a risk-adjusted hurdle rate, MetLife will return excess capital to its rightful owners, the shareholders.

In other areas, MetLife did not live up to its own high standards.

The Company reviewed its practices and procedures used to estimate its reserves related to unresponsive or missing group annuitants. MetLife concluded it had not tried hard enough to find people in the pension plans whose obligations it had assumed, and the decision to release the reserves backing those obligations was an error. As a result, MetLife increased reserves by $510 million, before income tax. MetLife is committed to locating and paying as many of these customers as possible, with interest, and to re-setting the bar to best-in-class standards for future communication with annuitants. While it’s a disappointment that the issue was not escalated earlier for remediation, MetLife discovered the issue itself, self-reported it to its primary regulator, and is taking all necessary steps to fix it.

On the heels of the missing or unresponsive U.S. group annuitant issue, the Company also discovered that it was over-reserved in the MetLife Holdings segment for variable annuity guarantees assumed from a former operating joint venture in Japan. As a result, MetLife reduced these reserves by $896

2018 Proxy Statement

Compensation Discussion and Analysis

million, before income tax. While the impact on MetLife’s financial results was positive, the over-reserving was also an error.

As a result of these errors, MetLife identified material weaknesses in the Company’s internal control over financial reporting. MetLife is dedicating the resources necessary to strengthen internal controls and remediate both material weaknesses as quickly as possible.

The Company is confident that its strict new capital budgeting process will position MetLife to perform well in any economic environment. The Company is also committed to achieving $800 million of pre-tax run-rate annual savings, net of stranded overhead, by 2020. Ensuring that these savings fall to the bottom line is imperative for MetLife to demonstrate its management team’s ability to execute.

2017 Business Plan Compared to 2016 Results

The 2017 Business Plan anticipated responsible business growth, consistent with its refreshed strategy and capital management principles. The Company expected improved expense and underwriting margins and volume growth, offset by unfavorable market factors, to drive its 2017 performance.

When MetLife prepared the 2017 Business Plan, it expected responsible growth balanced with anticipated significant macroeconomic headwinds. Those expected headwinds included low long-term interest rates, a flattening of the yield curve, and foreign currency exchange rates driven by a strengthening U.S. dollar. Consistent with historical practices, management updated macroeconomic assumptions based on year-end 2016 market expectations.

At the same time, the 2017 Business Plan presented challenging goals. It included the continuing unit cost initiative and resultant benefit of expense savings, net of one-time costs, and underwriting improvements. It also included Core Adjusted ROE and Core Adjusted EPS goals based on returning excess capital to shareholders through dividends and share repurchases.

MetLife excluded Brighthouse Financial in preparing the 2017 Business Plan. As a result, the Company focused on performance from the remaining businesses and on executing the Separation successfully.

2017 Performance Compared to Business Plan

The Company’s solid underwriting and strong expense margin performance drove 2017 results that met or exceeded Business Plan goals. MetLife’s performance also benefited from favorable market factors. The U.S. business reserve increase for missing or unresponsive group annuitants partially offset these results.

MetLife’s strong underwriting results were above the 2017 Business Plan goal primarily due to U.S. group business in dental and accident & health. The Company’s expense margin performance exceeded the goal primarily due to strong expense management across many businesses.

Favorable market factors included the weakening of the U.S. dollar, strong equity market performance, and improved investment margins driven by higher yields and strong private equity returns. MetLife’s taxes were also favorable compared to the 2017 Business Plan, due to the positive impact from audit settlements and lower taxes on foreign operations.

Performance and Compensation Decisions

The Compensation Committee’s and Board’s decisions on Executive Group compensation for 2017, including compensation to the Named Executive Officers, reflected their view of the Company’s performance and each executive’s performance relative to goals and other challenges and opportunities that arose in 2017. MetLife uses a competitive total compensation framework that consists of base salary, AVIP and LTI opportunities. The Compensation Committee considers the amount of each of these three elements together. The Committee’s and Board’s review of performance included the results shown on page 47. The Company’s 2016 results, modified as noted below, are included for reference.

2018 Proxy Statement

Compensation Discussion and Analysis

The below presentation reflects the Compensation Committee’s and Board’s review of the 2017 Business Plan and 2017 MetLife performance results for purposes of determining the Executive Group members’ Total Compensation, including its assessment of the CEO’s 2017 performance. The 2017 Business Plan anticipated significant macroeconomic headwinds.

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See “A Note About Non-GAAP measures” on pages ii-iii.

2018 Proxy Statement

Compensation Discussion and Analysis

The Committee’s and Board’s review excluded the 2017 positive financial impact of the release of reserves related to variable annuity guarantees assumed from a former operating joint venture in Japan. The reserve release slightly decreased (by 10 basis points) 2017 Core Adjusted ROE and slightly increased (by $0.68) 2017 Book Value Per Share. The 2016 results presented above also do not include the impact of this reserve release. However, the Board discussed the operational problems that led to the release of the reserves.

The 2017 results, on an unmodified basis, including the assumed variable annuity guarantees reserve release, for Adjusted Earnings, Adjusted EPS, Adjusted ROE, Adjusted Expense Ratio, and Free Cash Flow as a Percentage of Adjusted Earnings were $4,235 million, $3.93, 8.4%, 20.3%, and 134%, respectively. See Appendix B for definitions of these non-GAAP measures and reconciliations to the most directly comparable measures that are based on GAAP.

Core Adjusted ROE and Book Value Per Share each exclude accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (FCTA). The percentage presented for the Core Free Cash Flow Business Plan is the mid-point of the Business Plan range.

For Adjusted Earnings and Adjusted ROE results the Committee used to determine performance factors for certain incentive compensation purposes, see pages 63-64, 68-69, and Appendix A.

2018 Proxy Statement

Compensation Discussion and Analysis

Highlights of Executive Performance and Compensation

MetLife maintained its commitment to its pay for performance philosophy for 2017. The Compensation Committee’s decisions on the following Named Executive Officers’ compensation reflected the Committee’s view of the Company’s overall strategic direction and financial performance, and each executive’s performance relative to his goals and other challenges and opportunities that arose in 2017. The Named Executive Officers in this Proxy Statement are:

•

Chairman of the Board, President and CEO Steven A. Kandarian;

•

Executive Vice President and Chief Financial Officer John C. R. Hele;

•

President, U.S. Business and Europe, the Middle East, and Africa (EMEA) Michel Khalaf;

•

Executive Vice President, Global Technology & Operations Martin J. Lippert; and

•

Executive Vice President and Chief Investment Officer Steven J. Goulart

Compensation for 2017 Performance

Under the leadership of Mr. Kandarian and his Executive Group, the Company delivered on multiple important goals relating to the strategic transformation underway at MetLife. The Separation of Brighthouse Financial was the most significant strategic initiative the Company has undertaken since the acquisition of Alico in 2010.

The Company exceeded its Business Plan Core Adjusted Earnings goal by delivering responsible growth over the prior year. It accomplished this performance through a combination of favorable underwriting results and expense management actions, as well as market factors that exceeded the estimates used in early 2017 when the Business Plan was developed.

Ultimately, MetLife met or exceeded key Core financial metrics for full-year 2017.

The vast majority of the CEO’s and other Named Executive Officers’ Total Compensation for 2017 performance was variable and depended on performance. In addition, the Committee allocated a greater portion of the Named Executive Officers’ variable compensation to Share-based LTI than to cash AVIP awards. LTI align executive and shareholder interests and encourage future contributions to performance. Ultimately, the value of LTI depends on future Company performance, including stock price performance.

The Committee approved a 2017 AVIP performance factor of 111.2% of target for the almost 29,000 global AVIP-eligible employees. However, while the total AVIP funding for awards to all employees was higher than for 2016, the Committee considered the company’s operational challenges, TSR compared to peer companies, and other aspects of performance in determining 2017 AVIP awards for Executive Officers. As a result, most Executive Officers’ AVIP awards for 2017 were flat or lower compared to 2016.

The Executive Officers’ LTI granted in 2018 were generally higher than their prior awards. This reflected the Committee’s confidence in the management team and recognized progress on the refreshed strategy.

The Compensation Committee increased the portion of Executive Group members’ LTI awarded in Performance Shares to 70% of the total award value (formerly 50%), to further align the potential value of LTI to be earned with the value returned to shareholders. The performance metrics for the Performance Shares are 3-year TSR performance relative to peers and 3-year Adjusted ROE performance against the Business Plan. As a result, the LTI granted in 2018, and the Executive Officers’ outstanding LTI, align executives’ potential payments with shareholder returns.

2018 Proxy Statement

Compensation Discussion and Analysis

The following table presents a holistic view of the incentive compensation decisions for AVIP and LTI the Compensation Committee approved in early 2018 based on 2017 performance. It is not a substitute for the Summary Compensation Table on page 78.



	Compensation Committee Performance-Year Incentive Decisions

	2017								2017 versus 2016

Name	Base Salary Earned		AVIP Award(1)		LTI(2)		Total Compensation(3)		AVIP Award	LTI	Total Compensation(4)

Steven A. Kandarian		$1,550,000		$3,000,000		$11,000,000		$15,550,000	(25)%	5%		(3)%
John C.R. Hele		$ 811,250		$1,500,000		$ 2,800,000		$ 5,111,250	(25)%	(7)%		(12)%
Michel Khalaf(5)		$ 740,169		$2,100,000		$ 3,500,000		$ 6,340,169	n/a	n/a		n/a
Martin J. Lippert		$ 847,500		$2,100,000		$ 3,500,000		$ 6,447,500	0%	17%		10%
Steven J. Goulart		$ 761,250		$1,500,000		$ 3,000,000		$ 5,261,250	0%	20%		11%

1	Reflects the AVIP award for 2017 performance, paid in 2018.

Reflects the award value for LTI granted in 2018, not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair values will be disclosed for Named Executive Officers reported in the Grants of Plan-Based Awards Table in the Company’s 2019 Proxy Statement.

3	Total Compensation for 2017 comprises base salary earned during 2017, AVIP awards for 2017 performance, and award value of LTI granted in 2018.

4	Reflects Total Compensation for 2017, as described in note 3 above, compared to Total Compensation for 2016.

5	Michel Khalaf was not a Named Executive Officer for 2016.

In addition to each executive’s accomplishments against individual goals for the year, all compensation decisions were made within the context of MetLife’s executive compensation programs and framework and internal equity considerations, as well as alignment and appropriate competitive positioning against external market peers. LTI awards reflect company and individual performance as well as expectations of contributions to future performance.

The Compensation Committee ensured continued alignment between performance and pay by considering the Company’s operational challenges and TSR compared to peers, balanced with confidence in the executive team and the team’s progress on refreshed strategy. Aspects of Mr. Kandarian’s performance and compensation are discussed on page 51. Mr. Lippert’s and Mr. Goulart’s Total Compensation increases from 2016 reflect performance against established objectives and role expansion in

2017. Mr. Hele’s AVIP for 2017 performance and LTI granted in 2018 are less than for 2016 in consideration of the Company’s performance in managing financial matters, including material weaknesses in internal control over financial reporting.

Payout for Prior Performance Share Awards

The Committee approved a performance factor of 46.3% of target for the 2015-2017 Performance Shares (and cash equivalents) that vested at the end of 2017. This below-target payout resulted largely from TSR performance which – while positive – was in the bottom quartile relative to peers resulting in zero credit for that metric. The Company’s 2017 relative TSR will also negatively affect the performance factor for outstanding 2016-2018 and 2017-2019 Performance Share awards. The potential value of these awards, and executives’ share ownership, appropriately align management with Company performance and shareholder interests over time.

2018 Proxy Statement

Compensation Discussion and Analysis

Aspects of Individual Performance

The Compensation Committee determined the Executive Group members’ 2017 AVIP awards for 2017 performance and LTI granted in 2018 considering the Company’s key financial performance goals and results as discussed in “Highlights of Business Results” beginning on page 45. The Compensation Committee also considered aspects of each executive’s performance in relation to established goals, collective ownership for ensuring operational excellence, and progress on long-term strategic objectives to continue MetLife’s transformation into a simpler company that performs well in any environment.

The 2017 AVIP awards for the Named Executive Officers reflect individual performance against objectives established at the beginning of the year and other challenges and opportunities that arose in 2017, as well as reinforce collective ownership for ensuring operational excellence. The Named Executive Officers’ LTI granted in 2018 reflect individual performance as well as shared progress on strategic objectives, which are focused on improving TSR over time.

Steven A. Kandarian, Chairman of the Board, President and CEO

MetLife’s refreshed strategy is delivering results, as Mr. Kandarian and his management team continue to transform MetLife into a simpler company that can perform well in any macroeconomic environment and deliver sustainable superior TSR. The centerpiece of this strategy has been the Separation of the U.S. retail business. From the Separation through year-end 2017, MetLife’s TSR performed comparable to the S&P Life Insurance Index and outperformed select peers, despite operational challenges that will be a management focus throughout 2018.

MetLife expects the changes the management team has made – and continues to make – to result in a simpler company with less market sensitivity and higher, more predictable Free Cash Flow. As the Committee and Board assessed Mr. Kandarian’s performance relative to established objectives as well as new challenges and opportunities that arose during 2017, they noted that Mr. Kandarian continues to lead progress on:

Transformation. Beyond the Separation of the U.S. retail business, Mr. Kandarian continued to lead on other key aspects of the transformation. MetLife’s 2017 Core Free Cash Flow was

75 percent of Core Adjusted Earnings, at the top of the Business Plan range. Mr. Kandarian demonstrated his commitment to growing MetLife’s fee-based business by acquiring a third-party asset management firm (Logan Circle Partners) and growing protection products (e.g., U.S. Group Benefits business). MetLife returned to shareholders the capital that it could not invest organically or inorganically above risk-adjusted hurdle rates – in 2017 $4.6 billion.

Financial Performance. MetLife met or exceeded its key Core financial metrics. See “Highlights of Business Results” beginning on page 45.

Regulatory. Mr. Kandarian’s multi-year advocacy of prudent regulation culminated as MetLife successfully ended government efforts to re-designate the Company a non-bank systemically important financial institution. In January, 2018, the U.S. Court of Appeals for the District of Columbia Circuit dismissed the U.S. government’s appeal of the district court decision rescinding MetLife’s designation. Mr. Kandarian vigorously championed this as the right outcome for MetLife’s customers, employees and shareholders, as well as for the broader financial system.

Operational Execution. In 2017, Mr. Kandarian hired a new Chief Risk Officer and elevated the position to the Executive Group. Mr. Kandarian is leading MetLife’s enhanced focus on operational excellence by driving an “ownership” culture, remediating material weaknesses in internal control over financial reporting, and demonstrating continuing progress on the Company’s unit cost initiative, aiming to deliver $800 million of pre-tax run-rate annual savings, net of stranded overhead, by 2020.

Corporate Responsibility. MetLife’s ongoing commitment to sustainability as well as to diversity and inclusion has been recognized by leading organizations. For example:

•

MetLife was named to the Dow Jones Sustainability Index (North America) for the second year in a row.

•

MetLife was named one of 104 companies across 10 industry sectors recognized in the 2018 Bloomberg Gender-Equality Index (GEI) for its strong, demonstrated commitment to gender equality, including dedicated social disclosure policies and practices. Our inclusion on the 2018 GEI follows recognition by the Bloomberg Financial Services Gender-Equality Index, launched in 2016 with a similar aim of recognizing companies for gender-equality practices and policies.

2018 Proxy Statement

Compensation Discussion and Analysis

Compensation:

The Committee approved an AVIP award for Mr. Kandarian for 2017 that was down 25% from 2016 (a decrease of $1,000,000), reflecting the Committee’s review of Mr. Kandarian’s 2017 contributions to the Company’s achievements in financial performance and progress on strategic objectives, and also the Company’s operational challenges and trailing relative shareholder returns. Mr. Kandarian’s compensation for 2017 performance was balanced with an increase in LTI granted in 2018, to recognize progress toward long-term strategic objectives and confidence in Mr. Kandarian’s ability to achieve them. The shift to a greater portion of LTI delivered in Performance Shares ensures that Mr. Kandarian will need to “re-earn” most of the award value with improved relative TSR performance as well as strong Adjusted ROE performance over the next 3 years. This table is not a substitute for the Summary Compensation Table on page 78.



Year	AVIP(1)		LTI(2)		Rationale
2017	$	3,000,000	$	11,000,000	Reduced cash incentive to reflect operational challenges and trailing TSR performance, while LTI recognizes financial, strategic and regulatory progress. Total Compensation down from prior year.
2016	$	4,000,000	$	10,500,000	Reduced cash incentive to reflect financial performance. LTI reflected progress toward long-term strategic objectives.
2015	$	4,500,000	$	10,500,000	Shifted incentive awards from cash to LTI to reflect operational performance consistent with plan and reinforce progress toward longer-term strategic objective while managing regulatory uncertainties.
2014	$	5,000,000	$	10,000,000	Reflected a strong year of operational performance, consistent with plan, in the face of strong regulatory headwinds.

1	Reflects the AVIP award paid for performance in the indicated year. Each is as reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table in the MetLife Proxy Statement for the indicated year.

Reflects the LTI award value for awards granted shortly after the end of the indicated year, not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718. The grant date fair value is, or will be, reported for Named Executive Officers in the Grants of Plan-Based Awards Table in MetLife’s Proxy Statement for the year of grant.

The Committee approved no base salary increase for Mr. Kandarian for 2017 performance or for 2016 performance.

The Committee believes Mr. Kandarian’s total compensation appropriately reflects the Company’s performance at this point in the Company’s transformation, which is laying the foundation for significant improvement in future Share price performance.

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The CEO’s 2016-2018 and 2017-2019 Performance Share awards continue to vest, subject to performance metrics that are consistent with recent awards. As a result, later Performance Share payments will also be below target unless MetLife’s TSR improves. In addition, the CEO exceeds his Share ownership requirement of 7 times his annual base salary rate, further ensuring shareholder alignment.

2018 Proxy Statement

Compensation Discussion and Analysis

CEO Value Realized From Performance Shares Vested in 2017

The table below illustrates that the CEO and all other awardholders realized less than half of the 2015-2017 Performance Share award value at grant. Positive, though bottom quartile, TSR performance resulted in zero credit for that metric, driving this result.

2015-2017 Performance Shares

Target Award
Value at Grant(1)

Company Performance

Realized Value
at Distribution

Change in Value

from Target to Realized

Adjusted ROE Goal

(Versus Business Plan)

TSR Goal

(Relative to Peers)

Performance

Factor(2)

Share Price

Appreciation(3)

($)

(%)

$4,999,966

98%

<25th percentile

46.3%

(average of components)

(0.9)%

$2,294,292

$(2,705,674)

(54)%

Performance Factor Components

92.5%

Reflects the LTI award value using target performance, as adjusted by MetLife in light of the Brighthouse Financial Separation to maintain the award’s intrinsic value. This is not the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718, which was disclosed in the Grants of Plan-Based Awards Table in the Company’s 2016 Proxy Statement.

2	See “Performance Shares” on pages 66-69 for how the performance factor is tied to Company performance.

3	Reflects change in Share price from grant on February 24, 2015 to distribution at March 2, 2018, including the adjustment for the Brighthouse Financial Separation described on pages 80-81.

2018 Proxy Statement

Compensation Discussion and Analysis

John C.R. Hele, Executive Vice President and Chief Financial Officer

2017 Contributions Include:

•

Ensured the Company exceeded its 2017 Business Plan. Core Adjusted Earnings, achieved key capital adequacy ratios (National Association of Insurance Commissioners Combined Risk-Based Capital, Japan Solvency Margin Ratio) above minimum targets based on current regulations, delivered Core Free Cash Flow at the high end of target range, and exceeded Business Plan distributable cash.

•

Enhanced the capital allocation process to optimize value and risk; produced Value of New Business (VNB) at Business Plan target with a large increase over 2016 and enterprise expenses below Business Plan.

•

Managed the financial aspects of the Brighthouse Financial Separation; realized net proceeds to MetLife were slightly below the anticipated range. MetLife plans to dispose of its remaining 19% stake in Brighthouse Financial in 2018.

•

Continued progress toward achieving enterprise and Finance function pre-tax savings objectives as part of on-going unit cost initiative, as well as covering stranded overhead.

Compensation:

Mr. Kandarian recommended, and the Committee approved, an AVIP award for 2017 that was down 25% from 2016 (decrease of $500,000). Mr. Hele’s LTI granted in 2018 is also lower than for the past two years. In each case, these awards reflect the Company’s performance in managing financial matters, including material weaknesses in internal control over financial reporting.

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Michel Khalaf, President, U.S. Business and EMEA

In mid-2017, Mr. Kandarian promoted Mr. Khalaf to President of the U.S. Business and EMEA, which together represent approximately 50% of the Company’s Core Adjusted Earnings for 2017. In his expanded role, in addition to managing the individual and group insurance businesses in 26 countries across EMEA, Mr. Khalaf became responsible for leading the Group Benefits, Retirement and Income Solutions and Property & Casualty businesses in the U.S.

2017 Contributions Include:

•

EMEA: Exceeded financial objectives for Core Free Cash Flow, VNB, Core Adjusted Earnings, Core Adjusted ROE, and sales.

•

EMEA: Further reduced business portfolio risk with the exit from UK wealth management and the transition of EMEA to higher margin protection products representing over 90% of new business.

•

U.S. Business (President since July 2017): Exceeded financial objectives including sales, Core Adjusted Earnings, Adjusted PFOs, and Core Adjusted Expense Ratio.

•

U.S. Business: Continued to implement and deliver on strategic initiatives, including growing higher margin group voluntary business (up more than 30% compared to 2016), efficient deployment of capital in the pension risk transfer business, and the development of the small business and property and casualty digital platforms.

Compensation:

Mr. Kandarian recommended, and the Committee approved, an AVIP award for 2017 and LTI that reflects his expanded role, his performance relative to established goals and to peers, and external competitiveness.

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2018 Proxy Statement

Compensation Discussion and Analysis

Martin J. Lippert, Executive Vice President, Global Technology & Operations

In 2017, Mr. Lippert added the MetLife Holdings segment to his responsibilities while he continued to lead MetLife’s Global Technology & Operations. MetLife Holdings includes operations relating to products and businesses that we no longer actively market in the United States as well as the assumed variable annuity guarantees from our former operating joint venture in Japan.

2017 Contributions Include:

•

As head of MetLife Holdings, delivered 2017 financial performance that exceeded objectives in Business Plan Core Adjusted Earnings and Adjusted PFOs excluding certain fees, and exceeding expense ratio targets.

•

Supported achievement of MetLife’s 2017 Business Plan by exceeding annual expense savings target and delivering savings 24% higher than prior year.

•

Surpassed Net Promoter Score targets in U.S. customer solutions centers and earned J.D. Power^® recognition of MetLife’s Property & Casualty and Retirement and Income Solutions centers for providing “An Outstanding Customer Service Experience” for the Live Phone Channel.

•

Executed MetLife digital strategy to drive innovation and deliver competitive advantage by launching MetLife’s first-ever Venture Capital Co-Investment Fund and MetLife’s Global Innovation Start Up Accelerator.

Compensation:

Mr. Kandarian recommended, and the Committee approved, an AVIP award for 2017 that was flat compared to 2016 while Mr. Lippert’s 2018 LTI award value was higher than the prior year grant, reflecting progress advancing the Company’s global digital strategy and Mr. Lippert’s additional responsibilities for leading MetLife Holdings.

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Steven J. Goulart, Executive Vice President and Chief Investment Officer

In 2017, Mr. Kandarian asked Mr. Goulart to add the Asia region to his responsibilities while he continued to lead MetLife Investments.

2017 Contributions Include:

•

Exceeded 2017 Business Plan Net Investment Income (NII), largely through strong private equity returns and portfolio repositioning.

•

Continued growing MetLife Investment Management (MIM), including the acquisition and integration of Logan Circle Partners, adding $38.5 billion in assets under management (as of December 31, 2017) with complementary products and distribution.

•

Exceeded objectives related to improving Free Cash Flow: implemented a regional portfolio optimization plan, executed restructuring of interest rate hedging program, and effectuated real estate equity sale transactions.

•

Assumed interim head of Asia region responsibility in the fourth quarter, as well as continued as Chief Investment Officer. The Asia region offers a broad range of products to both individuals and corporations, as well as other institutions and their respective employees. It operates in 10 jurisdictions, with the largest operation in Japan.

Compensation:

Mr. Kandarian recommended, and the Committee approved, an AVIP award for 2017 that was flat compared to 2016 while his LTI was higher, reflecting Mr. Goulart’s performance as CIO as well as his additional responsibility as interim head of the Asia Region.

LOGO

2018 Proxy Statement

Compensation Discussion and Analysis

The amounts in the chart above, and in the charts for the other Named Executive Officers in this section entitled “Aspects of Individual Performance” reflect the base salary earned in 2017, the AVIP awards for 2017 performance, and the LTI granted in 2018.

Some of the performance measures in this section entitled “Aspects of Individual Performance” are not calculated based on GAAP. They should be read in conjunction with the information in “Non-GAAP and Other Financial Disclosures” in Appendix B of this Proxy Statement, which includes non-GAAP financial information, definitions and/or reconciliations to the most directly comparable measures that are based on GAAP. See also “A Note About Non-GAAP Measures” on pages ii-iii.

2018 Proxy Statement

Compensation Discussion and Analysis

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Compensation Philosophy and Objectives



						Provide competitive Total Compensation opportunities to attract, retain, engage, and motivate high-performing executives
						Align compensation plans with short- and long-term business strategies



						Align the financial interests of executives with shareholders’ through LTI and Share ownership requirements
						Make a vast majority of Total Compensation variable and subject to Company and individual performance.

Key Features of MetLife’s Executive Compensation Program




		MetLife’s compensation program has multiple features that promote the Company’s success, including:

				paying for performance: vast majority of compensation is variable without guarantee, and dependent on achievement of business results.
				aligning executives’ interests with those of shareholders: vast majority of incentive compensation is Share-based, and executives are expected to meet Share ownership requirements.
				encouraging long-term decision-making: Stock Options and Restricted Stock Units vest over three years, Stock Options may normally be exercised over 10 years, and the ultimate value of Performance Shares is determined by the Company’s performance over three years.
				rewarding achievement of the Company’s business goals: amounts available for annual incentive awards are based on Company performance compared to its Business Plan; individual awards take account of individual performance relative to individual goals.
				avoiding incentives to take excessive risk: the Company does not make formulaic awards as part of its normal program, uses Adjusted Earnings (which excludes net investment gains and losses and net derivative gains and losses) as a key performance indicator, avoids incentives to take excessive risk in the Company’s investment portfolio, and uses multi-year performance to determine the payout of LTI.
				maintaining a performance-based compensation recoupment (clawback) policy: the Company may seek recovery for employee fraudulent or other wrongful conduct that harmed MetLife, including an accounting restatement required by material noncompliance with financial reporting requirements, and from Executive Group members based on materially inaccurate performance measures regardless of fault.




		The Company’s compensation program excludes practices that would be contrary to the Company’s compensation philosophy and contrary to shareholders’ interests. For example, the Company:

				does not offer Executive Group members a supplemental executive retirement plan that adds years of service or includes long-term incentive compensation in the benefits formula.
				does not provide excessive perquisites.
				does not allow repricing or replacing of Stock Options without prior shareholder approval.
				does not provide any “single trigger” change-in-control severance pay, or “single trigger” vesting of LTI upon a change-in-control without the opportunity for the Company or a successor to substitute alternative awards that remain subject to vesting.
				does not provide any change-in-control severance pay beyond two times average salary and annual cash incentive pay.
				does not provide for any excise tax payment or tax gross-up for change-in-control related payments, or for tax gross-up for any perquisites or benefits, other than in connection with relocation or other transitionary arrangements when an Executive Group member begins employment.
				does not allow directors, executives, or other associates, to engage in pledging, hedging, short sales, or trading in put and call options with respect to the Company’s securities.
				does not offer employment contracts to U.S.-based Executive Group members.

2018 Proxy Statement

Compensation Discussion and Analysis

2017 Say-on-Pay Vote and Shareholder Engagement

In 2017, the Company’s shareholders voted by over 86% to approve the Company’s executive compensation programs and policies and the resulting compensation described in the 2017 Proxy Statement. The prior two years’ results were 97% (2016) and 98% (2015) positive. Since 2011, the Company’s average vote has been 95% positive.

Because the vote was advisory, the result was not binding on the Compensation Committee. However, the Committee considered the vote to be an endorsement of the Company’s executive compensation programs and policies, and took into account that support in reviewing those programs and policies. The Company has also discussed the vote, along with aspects of its executive compensation, business strategy, and corporate governance practices, talent management, and corporate responsibility initiatives, with several of our largest shareholders to gain a deeper understanding of their perspectives. These shareholders’ feedback was generally positive.

With regard to executive compensation, shareholders generally:

•

praised the quality of the Company’s disclosure, consistency in program design, performance metrics, and articulation of business strategy.

•

supported the Company’s executive compensation program design and its alignment with the Company’s business strategy.

•

urged management to execute consistently and improve TSR performance.

•

agreed that the Committee’s selective use of discretion in the design and administration of incentive plans is reasonable, so long as it aligns pay with performance.

•

expressed growing interest in the Company’s environmental, social and governance practices, as well as its corporate responsibility initiatives.

The Compensation Committee, after considering this feedback, increased the portion of Executive Group members’ LTI awarded in Performance Shares from 50% to 70% of the total award value and reduced the percentage of Stock Options and Restricted Stock Units. Because TSR relative to competitors and Adjusted Return on Equity relative to the Business Plan drive the ultimate number of Shares each executive earns for Performance Shares, the Committee is confident that this change will reinforce and further strengthen the link between shareholder interests and executive rewards.

2018 Proxy Statement

Compensation Discussion and Analysis

Overview of Compensation Program

MetLife uses a competitive total compensation framework that consists of base salary, annual incentive awards and LTI opportunities. The Compensation Committee considers and recommends the amount of each of these three elements together. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other Executive Group members for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Group member means the total of only these three elements. Items such as sign-on payments and others that are not determined under the Company’s general executive compensation framework are approved by the Committee, but are generally not included in descriptions of Total Compensation.

The Committee’s Total Compensation decisions are driven by performance. Each Executive Group member’s Total Compensation reflects the Committee’s assessment of the Company’s and the executive’s performance as well as competitive market data based on peer compensation comparisons. Decisions on the award or payment amount of one element of Total Compensation impact the decisions on the amount of other elements. The Committee’s Total Compensation approach means that it does not structure particular elements of Total Compensation to relate to separate individual goals or performance.

The Committee allocates a greater portion of the Executive Group members’ Total Compensation to variable components that depend on performance or the value of Shares rather than a fixed component. It also allocates a greater portion of the Executive Group members’ variable compensation to

Share-based LTI than it allocates to annual cash incentives. Given this mix of pay and other features of MetLife’s compensation programs, Executive Group members’ interests are aligned with those of shareholders. The Company’s Share ownership requirements further align executives’ interests with those of shareholders and reinforce the focus on long-term shareholder value.

The Committee also reviews annually the other compensation and benefit programs, such as retirement benefits and potential termination payments that would be made if an Executive Group member’s employment were to end. However, benefits such as retirement and medical programs do not impact Total Compensation decisions since they apply to substantially all employees. Decisions about those benefits do not vary based on decisions about an Executive Group member’s base salary or annual awards or LTI, or the amount realizable from prior awards.

The Committee’s independent executive compensation consultant, Meridian, assisted in the design and review of the Company’s compensation program. For more information on the role of Meridian regarding the Company’s executive compensation program, see “Corporate Governance — Information about Board Committees — Compensation Committee” beginning on page 29.

Generally, the forms of compensation and benefits provided to Executive Group members in the United States are similar to those provided to other U.S.-based officer-level employees. None of the Executive Group members based in the United States is a party to any agreement with the Company that governs the executive’s employment.

2018 Proxy Statement

Compensation Discussion and Analysis

Components of Compensation and Benefits

The primary components of the Company’s regular executive compensation and benefits program play various strategic roles:




		Description						Strategic Role

		Total Compensation

		Base Salary is determined based on position, scope of responsibilities, individual performance, and competitive data.						Provides fixed compensation for services during the year.
		Annual Incentive Awards are: • variable based on performance relative to Company and individual goals and additional business challenges or opportunities that arose during the year. • determined through the Compensation Committee assessment of all of these factors as a whole.						• Serve as the primary compensation vehicle for recognizing and differentiating individual performance each year. • Motivate Executive Group members and other employees to achieve strong annual business results that will contribute to the Company’s long-term success, without creating an incentive to take excessive risk.
		Stock-Based Long-Term Incentive Awards are: • based on the Compensation Committee’s assessment of individual responsibility, performance, relative contribution, and potential for assuming increased responsibilities and future contributions. • dependent on the value of Shares (Restricted Stock Units), increases in the price of Shares (Stock Options), or a combination of MetLife’s performance as well as the value of Shares (Performance Shares). Cash-paid equivalents are used outside the U.S. • granted each year to provide overlapping vesting and performance cycles. • for awards to Executive Group members made as part of Total Compensation for prior year performance and in expectation of contributions to future performance granted in these proportions, beginning with awards for 2017 performance:						• Ensure that Executive Group members have a significant continuing stake in the long-term financial success of the Company (see “Executive Share Ownership” on page 76). • Align executives’ interests with those of shareholders. • Encourage decisions and reward performance that contribute to the long- term growth of the Company’s business and enhance shareholder value. • Motivate Executive Group members to outperform MetLife’s competition. • Encourage executives to remain with MetLife.
		Stock-Based Long-Term Incentive Mix for CEO and other Executive Group Members

		Benefits

		Retirement Program and Other Benefits include post-retirement income (pension) or the opportunity to save a portion of current compensation for retirement and other future needs (401(k) program and nonqualified deferred compensation).						Attract and retain executives and other employees.

		Potential Termination Payments
		Severance Pay and Related Benefits include transition assistance if employment ends due to job elimination or, in limited circumstances, performance.						Encourage focus on transition to other opportunities and allow the Company to obtain a release of employment-related claims.
		Change-in-Control Benefits include: • double-trigger severance pay and related benefits, if the Executive Group member’s employment is terminated without cause or the Executive Group member resigns with good reason following a change-in-control. • replacement or vesting of LTI.						• Retain Executive Group members during a change-in-control. • Promote the unbiased efforts of the Executive Group members to maximize shareholder value during and after a change-in-control. • Keep executives whole in situations where Shares may no longer exist or awards otherwise cannot or will not be replaced.

2018 Proxy Statement

Compensation Discussion and Analysis

Determining Total Compensation for 2017 Performance

In determining executive compensation for performance year 2017, the Compensation Committee considered the Executive Group’s performance both as a whole and individually. The Committee made its decisions in the context of its review of business results, including those described in “Highlights of Business Results” beginning on page 45. The Committee also reviewed reports and analyses on competitive compensation for comparable positions at peer companies and in the broader market where the Company competes for executive talent.

A description of the process for determining Total Compensation follows.

Process for Determining CEO Compensation

Early in 2017, Mr. Kandarian and the Committee established goals and objectives that were designed to drive Company performance. The Committee assessed Mr. Kandarian’s 2017 performance against these goals in early 2018. The Committee approved Mr. Kandarian’s Total Compensation, including annual incentive and LTI, based on this assessment, and recommended it to the Independent Directors for their approval. For a description of the Business Plan goals, and the performance the Committee and Board reviewed, see “Highlights of Business Results” beginning on page 45 and “Aspects of Individual Performance” beginning on page 51.

Mr. Kandarian’s compensation is higher than other Executive Group members due to Mr. Kandarian’s broader responsibilities and higher levels of accountability as the most senior executive in the Company, as well as competitive market data.

Process for Determining Compensation of Other Executive Group Members

Early in 2017, Mr. Kandarian and each Executive Group member agreed on the respective executive’s goals for 2017. In early 2018, Mr. Kandarian provided to the Committee an assessment of each of the Executive Group members’ performance during 2017 relative to their goals and the additional business challenges and opportunities that arose during the year. He also recommended Total Compensation amounts for each Executive Group member, other than himself. The Committee reviewed these recommendations. It approved and endorsed the components of each Executive Group member’s Total Compensation for the Board of Directors’ approval. In each case, Mr. Kandarian and the Committee considered the executive’s performance, future potential, available competitive data, compensation opportunities for each position, retention needs, and fit within the executive talent market, aligned with MetLife’s compensation philosophy and objectives.

The Executive Vice President and Chief Human Resources Officer of the Company (the CHRO) provided the Committee with advice and recommendations on the form and overall level of executive compensation. She also provided guidance and information to Mr. Kandarian to assist him in this process, other than with respect to the CHRO’s own compensation. The CHRO also provided guidance to the Committee on its general administration of the programs and plans in which Executive Group members, as well as other employees, participate.

Other than as described above, no Executive Group member played a role in determining the compensation of any of the other Executive Group members. No Executive Group member took part in the Board’s consideration of his or her own compensation. The CEO does not have any authority to grant Share-based awards of any kind to any Executive Group members, the Chief Accounting Officer, or Directors of the Company.

2018 Proxy Statement

Compensation Discussion and Analysis

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Base Salary

The base salaries earned by the Named Executive Officers in 2017 are reported in the Summary Compensation Table on page 78. The Compensation Committee approved annual base salary increases in 2017 of $15,000 each for Mr. Hele and Mr. Goulart, $40,000 for Mr. Lippert, and $10,000 for Mr. Khalaf, in light of their respective 2016 performance. The Committee also approved base salary increases in 2017 of $85,000 for Mr. Lippert in light of his increased responsibilities and $115,000 for Mr. Khalaf in light of his promotion.

Annual Incentive Awards

AVIP provides eligible employees, including the Executive Group members, the opportunity to earn annual cash incentive awards. For awards for 2017 performance, AVIP was administered as a Cash-Based Awards program under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (2015 Stock and Incentive Plan). The 2017 AVIP awards are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 78.

AVIP Performance Funding

Each year, the Committee approves the maximum aggregate amount available for AVIP awards for administrative (non-sales) employees around the world, almost 29,000 employees for 2017.

Consistent with past practice, this approach uses an AVIP Performance Funding Level, based on the Company’s Adjusted Earnings compared to the Company’s 2017 Business Plan, multiplied by the total annual incentive compensation planning targets for all eligible employees, subject to the Committee’s assessment of overall performance and other relevant factors.

The Committee uses Adjusted Earnings as a key metric because doing so aligns compensation with bottom-line performance that generates shareholder value over time. Using Adjusted Earnings, rather than GAAP net income, focuses on the Company’s primary businesses excluding the impact of market volatility, which could distort results, and revenues and costs related to areas such as non-core products, divested businesses, and discontinued operations. Adjusted Earnings excludes the impact of net investment gains and losses and net derivative gains and losses, which helps mitigate the potential for excessive risk-taking. Adjusted Earnings also enhances shareholders’ understanding of MetLife’s results without the impact of asymmetrical and non-economic accounting for certain net derivatives gains and losses and certain hedging activity.

To facilitate prudent risk management, the Company’s Adjusted Earnings is modified to eliminate the impact (if any) of variable investment income on an after-tax basis (VII) that was higher or lower than the Business Plan goal by 10% or more (Adjusted Earnings for AVIP).

2018 Proxy Statement

Compensation Discussion and Analysis

The Committee’s methodology to determine the AVIP Performance Funding Level is outlined in the following chart, indicating how the Performance Funding Level changes relative to Adjusted Earnings performance against the Business Plan goal:

Total AVIP Funding for Awards to All Eligible Employees

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See Appendix A for further details.

The Compensation Committee used the same formula for 2017 to determine total AVIP funding for awards to all eligible employees, based on Adjusted Earnings compared to Business Plan, as it has used for the past several years.

The Committee’s approach avoids providing incentives for employees to take excessive risk

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Adjusted Earnings excludes net investment gains and losses and net derivative gains and losses.

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The formula excludes VII that is more than 10% higher or lower than the Business Plan goal. This avoids excessive rewards or penalties due to volatile investment returns. As a result, it does not create an incentive to take excessive risk in the Company’s investment portfolio and so facilitates prudent risk management. As VII for 2017 was within this range, the Committee did not make such a modification to Adjusted Earnings.

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Nor is this approach an unlimited function of revenues. Rather, this approach caps the amount that can be generated for AVIP awards, and is a function of financial measures that take account of the Company’s costs and liabilities.

2018 Proxy Statement

Compensation Discussion and Analysis

The Adjusted Earnings that the Committee used for AVIP Performance Funding was above the 2017 Business Plan target. This performance reflected favorable business performance primarily from underwriting and expense management, as well as favorable market factors including foreign exchange impact. The 2017 Business Plan that the Committee used for this purpose excluded Brighthouse Financial results in anticipation of the Company separating those businesses during 2017.

For purposes of determining 2017 AVIP Adjusted Earnings, the Committee increased and decreased Adjusted Earnings for certain items (in millions). The net result was a less than 2% increase to Adjusted Earnings.



Reason for Increase/Decrease	Increase (Decrease)

Prior period revisions (taking in 2017 the full impact from prior periods of the missing or unresponsive group annuitants matter)	($	222	)
Reversal of the Australia reinsurance claim	($	44	)
Impact of U.S. tax reform	$	298
Asbestos litigation expense	$	39
Net increase to Adjusted Earnings	$	71

Prior Period Revisions. On December 15, 2017, MetLife, Inc. announced that it was undertaking a review of practices and procedures used to estimate its reserves related to certain Retirement and Income Solutions group annuitants who have been unresponsive or missing over time. As a result, the Company increased reserves by $510 million pre-tax to reinstate reserves previously released, and to reflect accrued interest and other related liabilities. Of the increase of $510 million, $372 million pre-tax ($241 million post-tax) was considered an error and was recorded as a revision to prior years presented in the Company’s 2017 Annual Report on Form 10-K (the 2017 Form 10-K). The Company also corrected unrelated immaterial errors of $19 million, post-tax, previously recorded in the periods the Company identified them, resulting in a net decrease to Adjusted Earnings of $222 million, post-tax.

The prior period revisions would have had no material impact on AVIP total funding for the years in which the Company made adjustments. Nevertheless, Company management recommended — and the Committee approved — reducing 2017 Adjusted Earnings for AVIP purposes by the total amount

of the prior period revisions. Adjusted Earnings already reflected the impact of the 2017 reserve increase.

Reversal of Prior Year Australia Reinsurance Claim. In 2016, the Company recorded a $44 million non-cash charge related to a Company reinsurance claim in Australia for a policy last renewed in 2011. The Compensation Committee deferred reflecting the charge in Adjusted Earnings for 2016 AVIP total funding purposes, pending final resolution of the litigation. The litigation became final in 2017. As a result, Company management recommended — and the Committee approved — reducing Adjusted Earnings for 2017 AVIP purposes.

U.S. Tax Reform. In the fourth quarter of 2017, the Company recorded a one-time charge of $298 million, net of income tax, to Adjusted Earnings to reflect the one-time repatriation tax on earnings of foreign subsidiaries and the re-measurement of deferred tax liabilities. The 2017 Business Plan Adjusted Earnings did not contemplate the passage of tax reform. As a result, Company management recommended — and the Committee approved — increasing 2017 Adjusted Earnings for AVIP purposes by this amount.

2018 Proxy Statement

Compensation Discussion and Analysis

Asbestos Litigation Expense. In 2017, the Company increased its reserves for asbestos litigation by $39 million, net of income tax, Metropolitan Life Insurance Company (MLIC) is named as a defendant in asbestos litigation. While MLIC believes that it should not have legal liability in these cases, the outcome of most asbestos litigation matters is uncertain.

The asbestos reserves increase does not relate to the Company’s current operations or the consequences of any current management decisions. Accordingly, management recommended — and the Committee approved — increasing 2017 Adjusted Earnings for AVIP purposes by this amount.

In approving these adjustments, the Committee considered that AVIP covers almost 29,000 employees globally. It also took into account that while AVIP total funding is formulaic, determination of individual awards is not, and that each AVIP award depends in part on how each employee — including Executive Officers — performs against established objectives.

Individual Annual Incentive Awards

The Committee determined the Executive Group members’ 2017 AVIP awards in consideration of the Company’s key financial performance goals and results described on page 47 and key aspects of each of the Named Executive Officers’ performance relative to their objectives as discussed on pages 51-56.

2018 Proxy Statement

Compensation Discussion and Analysis

Stock-Based Long-Term Incentive Awards

The Committee determines the award value of LTI in consideration of the Company’s key financial performance goals and results as part of MetLife’s Total Compensation program. The Company’s LTI is com