DEF 14A of Metlife Inc, Apr 29, 2025

DEF 14A of Metlife Inc

Filed Apr 29, 2025 · FY20240001099219-25-000126

Open on EDGAR

  1. Four Core Competencies for Each Director Nominee

    Four Core Competencies for Each Director Nominee

  2. Election of Directors

    Election of Directors

  3. Election of Directors

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

  4. Election of Directors

    The Company’s success and long-term value depend on the judgment, skills, experiences and personal attributes of its Directors. Each individual presented on the following pages has been nominated by the Board for election because of these qualities. As members of the Board, these individuals oversee the management of MetLife’s strategy and business, management succession planning, enterprise risk, corporate governance, cybersecurity, and sustainability. They also advise the CEO, the other executive officers, and the other most senior members of management in their management of the Company’s business and affairs. Each Director nominee was previously elected at MetLife’s annual meeting of shareholders held on June 18, 2024, for a one-year term ending at the Annual Meeting, with the exception of Christian Mumenthaler, who was elected to the Board on February 25, 2025, effective May 1, 2025, and whose term will end at the Annual Meeting. Three current members of the Board, Cheryl W. Grisé, Edward J. Kelly, III, and David L. Herzog, will not seek re-election at the Annual Meeting. Ms. Grisé and Mr. Kelly have reached the Board’s mandatory retirement age, and Mr. Herzog has resigned from the Board effective May 1, 2025. Each Director nominee has agreed to serve on the Board if elected. If elected, each Director nominee will serve for a one-year term expiring at MetLife’s 2026 annual meeting. Each Director will hold office until his or her successor has been elected and qualified, or until the Director’s earlier resignation or removal. The Board expects each Director nominee named in this Proxy Statement to be available for election. The Board has no reason to believe that any Director nominee would be unable to serve if elected. However, if for any reason a Director nominee should become unable to serve at or before the Annual Meeting, the Board could reduce its size or nominate a replacement candidate for election. If you granted a proxy to vote your shares for the election of an unavailable candidate, 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 the authority to fill the vacancies resulting from the retirement of Ms. Grisé and Mr. Kelly or the departure of Mr. Herzog. With the exception of Mr. Mumenthaler, each Director nominee also currently serves as a director of Metropolitan Life Insurance Company (Metropolitan Life or MLIC), a direct, wholly-owned subsidiary of MetLife. Mr. Mumenthaler is expected to join the other Director nominees on the board of Metropolitan Life on or about May 1, 2025, following notice to its state regulator. Metropolitan Life has 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 and its common stock is not publicly traded.

  5. Election of Directors

    | In light of the individual skills and experiences of each Director nominee discussed on the following pages, the Board of Directors has concluded that each Director nominee should be elected at the Annual Meeting and recommends that you vote FOR the election of each Director nominee. |

  6. Election of Directors

    | 2025 PROXY STATEMENT | 17 |

  7. Election of Directors

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  8. Director Nominee Experience Matrix

    Director Nominee Experience Matrix Key information about each Director nominee is highlighted in the matrix below.

  9. Director Nominee Experience Matrix

    | 11 Director Nominees | | | | | | | | | | | | | Director Competencies2 | | | | | | | | | | | | | Executive Leadership (8 total) | | | | | | | | | | | | | Corporate Governance / Public Company Board (7 total) | | | | | | | | | | | | | Insurance and Financial Services (4 total) | | | | | | | | | | | | | Global Literacy (5 total) | | | | | | | | | | | | | Regulated Industry / Government (6 total) | | | | | | | | | | | | | Investments (3 total) | | | | | | | | | | | | | Financial Expertise and/or CFO / Audit (2 total) | | | | | | | | | | | | | Risk Management (2 total) | | | | | | | | | | | | | Consumer Insight / Analytics (3 total) | | | | | | | | | | | | | Technology (1 total) | | | | | | | | | | | | | Sustainability (3 total) | | | | | | | | | | | | | Board Committees | | | | | | | | | | | | | Audit (4 members) | | | | | | | | | | | | | Compensation (4 members) | | | | | | | | | | | | | Executive (7 members) | | | | | | | | | | | | | Finance and Risk (5 members) | | | | | | | | | | | | | Governance and Corporate Responsibility (5 members) | | | | | | | | | | | | | Investment (6 members) | | | | | | | | | | | | | Other U.S. Listed Public Company Directorships | | | | | | | | | | | | | Number of Directorships | 1 | 2 | 0 | 1 | 0 | 2 | 0 | 2 | 2 | 0 | 2 | | Demographics3 | | | | | | | | | | | | | Age (average 64 years) | 71 | 62 | 62 | 66 | 67 | 68 | 61 | 60 | 71 | 55 | 63 | | Tenure (average 7 years) | 12 | 3 | 1 | 18 | 2 | 11 | 5 | 6 | 11 | 0 | 5 |

  10. Director Nominee Experience Matrix

    | | Independent | | Non-Independent CEO | | Audit Committee Financial Expert | | Chair | | Member |

  11. Director Nominee Experience Matrix

    1Elected to the Board on February 25, 2025, effective May 1, 2025. Committee appointments effective May 1, 2025. 2While each Director nominee has developed a diverse range of professional skills and experiences that constitute their defining business qualifications, only four self-identified core competencies are highlighted for each Director nominee. For the definition of each Director Competency, see Director Competencies. 3Data as of April 29, 2025 and rounded down to nearest year if less than one whole year.

  12. Director Nominee Experience Matrix

    | 20 | |

  13. Director Nominee Experience Matrix

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  14. Director Nominee Biographies1

    Director Nominee Biographies1

  15. Director Nominee Biographies1

    | | Carlos M. Gutierrez | Age 71 | | | Professional Highlights •EmPath, Inc., a human capital technology company •Co-Founder, Chairman and Chief Executive Officer (2020 – 2024) •The Albright Stonebridge Group, a consulting firm •Co-Chair (2014 – 2020) •Vice-Chair (2013 – 2014) •Citigroup, Inc., a financial services firm •Vice Chairman, Institutional Client Group (2011 – 2013) •Global Political Strategies (division of APCO Worldwide, Inc.), a consulting firm •Chairman and Founding Consultant (2010 – 2011) •U.S. Department of Commerce •Secretary (2005 – 2009) •Kellogg Company, a manufacturer of packaged food products •Chairman and Chief Executive Officer (2000 – 2005) •Other senior positions (1998 – 2000) Other U.S. Listed Public Company Directorships •Occidental Petroleum Corporation (2009 – Present) •Prior U.S. Listed Public Company Directorships (past five years): •Exelon Corporation (2021 – 2023) Education •Business Administration Studies, Instituto Tecnologico y de Estudios Superiores de Monterrey Alignment with MetLife’s Strategy and Key Board Contributions Through his roles as U.S. Secretary of Commerce and Chairman and Chief Executive Officer of Kellogg Company, Secretary Gutierrez developed an extensive understanding of what drives consumers, grows a brand, and the complexities of overseeing a large enterprise in a competitive global economy, which is particularly important as the Company executes on its strategy to extend its leadership in group benefits, accelerate growth in asset management, and expand in high growth international markets. A trusted advisor in both the public and private sectors with vast experience serving corporate clients, governments, and institutional investors around the world, Secretary Gutierrez’s unique professional experience at Citigroup, Inc. allows him to bring a valuable perspective to the Board’s oversight of the development and execution of the Company’s strategic and financial business plans, capital structure, plans, policies and actions, and investment activities. In addition, Secretary Gutierrez’s experience leading EmPath, Inc., a company that leverages machine learning technology in the human capital space, enhances the Board’s ability to guide the Company as it capitalizes on the macroeconomic trends driving New Frontier opportunities in the use of AI as a tool to reshape customer expectations. | | | Independent Director since 2013 12 years of MetLife Board service Director Core Competencies •Executive Leadership •Corporate Governance / Public Company Board •Global Literacy •Consumer Insight / Analytics MetLife Board Committees •Finance and Risk •Investment | | |

  16. Director Nominee Biographies1

    1Age and tenure as of April 29, 2025 and rounded down to nearest year if less than one whole year.

  17. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 21 |

  18. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  19. Director Nominee Biographies1

    | | Carla A. Harris | Age 62 | | | Professional Highlights •Morgan Stanley, a multinational investment bank and financial services firm •Senior Client Advisor (2021 – Present) •Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy (2012 – 2021) •Other senior positions focused on mergers and acquisitions, equity capital markets, and asset management (1987 – 2012) Other U.S. Listed Public Company Directorships •Cummins Inc. (2021 – Present) •Walmart, Inc. (2017 – Present) Education •A.B. and M.B.A., Harvard University Alignment with MetLife’s Strategy and Key Board Contributions With more than 30 years of experience as a senior leader of a global financial services firm, Ms. Harris has a keen understanding of both enhancing client connectivity and generating revenue through the capital markets. During her time at Morgan Stanley, Ms. Harris has gained insight into a wide-range of industries including the technology, media, retail, telecommunications, transportation, industrial, and healthcare sectors. Ms. Harris also brings critical portfolio management skills to the Board and the Company, which will support the Company in its commitment to accelerating growth in its asset management business. As a published author on leadership, award-winning podcaster on access and opportunity, public speaker and widely recognized leader of efforts to promote equity and inclusion, Ms. Harris contributes significant expertise to the Board’s oversight of the Company’s succession plans for the CEO and for the Company’s other executive officers, as well as the Company’s sustainability strategy. | | | Independent Director since 2022 3 years of MetLife Board service Director Core Competencies •Executive Leadership •Corporate Governance / Public Company Board •Insurance and Financial Services •Investments MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment (Chair) | | |

  20. Director Nominee Biographies1

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  21. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  22. Director Nominee Biographies1

    | | Laura J. Hay | Age 62 | | | Professional Highlights •KPMG LLP, an audit, tax and advisory services firm •Partner (2000 – 2023) •Board Director, KPMG Americas (2013 – 2016) •Board Director, KPMG U.S. (2011 – 2016) •Global Head of Insurance (2017 – 2023) •US / Americas Head of Insurance (2011 – 2017) •US / Americas Actuarial Practice Leader (2009 – 2011) •National Industry Director, Life Insurance Segment (2007 – 2011) •Other employment and leadership roles (1993 – 2000) Other U.S. Listed Public Company Directorships •None Education •B.S., University of California, Berkeley •Asset / Liability Management Program, Wharton Executive Education Alignment with MetLife’s Strategy and Key Board Contributions In her more than 35-years of experience in the financial services industry, Ms. Hay developed extensive experience in technical accounting, audit, finance transformations and client engagements, notable skills which support the Audit Committee’s oversight over the Company’s accounting and financial reporting processes, the integrity of the Company’s consolidated financial statements, and the Company’s independent auditors. Ms. Hay’s deep expertise in the insurance sector, risk identification, and risk mitigation strategies also supports the Board’s oversight of risk, improves the Company’s resilience, and helps drive responsible growth. Guiding teams of professionals in the U.S. and around the globe, Ms. Hay developed a passion for cultivating the next generation of leaders, establishing diverse talent pipelines, and promoting knowledge transfer through training, all of which supports the Company’s commitment to investing in and supporting its people, the Board’s oversight of sustainability, and the Board’s oversight of management succession planning. | | | Independent Director since 2024 1 year of MetLife Board service Director Core Competencies •Insurance and Financial Services •Financial Expertise and/or CFO / Audit •Risk Management •Sustainability MetLife Board Committees •Audit (Chair) •Audit Committee Financial Expert •Executive •Finance and Risk | | |

  23. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 23 |

  24. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  25. Director Nominee Biographies1

    | | R. Glenn Hubbard, Ph.D. | Age 66 | | | Chairman of the Board since 2019 Professional Highlights •Columbia University, a private research university •Dean Emeritus, Graduate School of Business (2019 – Present) •Dean, Graduate School of Business (2004 – 2019) •Russell L. Carson Professor of Economics and Finance, Graduate School of Business (1994 – Present) •Professor of Economics, Faculty of Arts and Sciences (1997 – Present) •Committee on Capital Markets Regulation, an independent nonprofit research organization •Co-Chair (2006 – Present) •President’s Council of Economic Advisers, an agency within the Executive Office of the President of the U.S. •Chairman (2001 – 2003) •Organization for Economic Cooperation and Development, an international economic and trade organization •Chairman of Economic Policy Committee (2001 – 2003) •U.S. Department of the Treasury •Deputy Assistant Secretary for Tax Policy (1991 – 1993) Other U.S. Listed Public Company Directorships or Registered Investment Company Directorships •BlackRock Fixed Income Funds (a fund complex comprised of 67 registered investment companies consisting of 102 investment portfolios) (2019 – Present) •Prior U.S. Listed Public Company Directorships (past five years): •Automatic Data Processing, Inc. (2004 – 2020) Non-U.S. Listed Public Company Directorships •TotalEnergies SE (2021 – Present) Education •B.A. and B.S., University of Central Florida •Ph.D. and A.M., Harvard University Alignment with MetLife’s Strategy and Key Board Contributions As an economic policy advisor at the highest levels of government and financial regulatory bodies, Dr. Hubbard has an unparalleled understanding of global economic conditions, financial markets, capital market regulations, and economic policies. This expertise contributes to the Board’s understanding of how shifting economic conditions, current and developing regulations, and economic policies may impact the Company’s investments, businesses, and operations worldwide. Such understanding is critical to Board’s effective execution of its oversight responsibilities and helps to guide the Company’s strategic choices. | | | Independent Director since 2007 18 years of MetLife Board service Director Core Competencies •Corporate Governance / Public Company Board •Regulated Industry / Government •Investments •Sustainability MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment | | |

  26. Director Nominee Biographies1

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  27. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  28. Director Nominee Biographies1

    | | Jeh C. Johnson | Age 67 | | | Professional Highlights •Paul, Weiss, Rifkind, Wharton & Garrison, LLP, a law firm •Partner and Co-Head of the Cybersecurity & Data Protection Practice Group (2017 – Present) •Partner (prior to and between periods of government service since 1994) •U.S. Department of Homeland Security •Secretary (2013 – 2017) •U.S. Department of Defense •General Counsel (2009 – 2012) •U.S. Department of the Air Force •General Counsel (1998 – 2001) •U.S. Attorney’s Office for the Southern District of New York •Assistant U.S. Attorney (1989 – 1991) Other U.S. Listed Public Company Directorships •Prior U.S. Listed Public Company Directorships (past five years): •Lockheed Martin Corporation (2018 – 2024) •U.S. Steel Corporation (2020 – 2025) Education •B.A., Morehouse College •J.D., Columbia Law School Alignment with MetLife’s Strategy and Key Board Contributions Secretary Johnson is a prominent lawyer with deep cybersecurity expertise and a renowned leader of large and complex institutions. As U.S. Secretary of Homeland Security, Secretary Johnson oversaw the third largest cabinet department of the U.S. government. Through his tenure as General Counsel of both the Department of Defense and the Air Force, Secretary Johnson developed a keen ability to navigate highly complex risks, which enhances the Board’s ability to oversee the Company’s risk management. As a recognized expert in cybersecurity, Secretary Johnson has testified before Congress on that topic numerous times since leaving government service and provides valuable insight to the Board as it oversees the Company’s information security program. In addition, Secretary Johnson’s experience on the boards of other leading public companies make him a valuable asset to the Board as it oversees the Company’s corporate governance. | | | Independent Director since 2023 2 years of MetLife Board service Director Core Competencies •Executive Leadership •Corporate Governance / Public Company Board •Regulated Industry / Government •Risk Management MetLife Board Committees •Audit •Governance and Corporate Responsibility | | |

  29. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 25 |

  30. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  31. Director Nominee Biographies1

    | | William E. Kennard | Age 68 | | | Professional Highlights •Velocitas Partners LLC, an asset management firm •Co-Founder and Non-Executive Chairman (2013 – Present) •Astra Capital Management, a private equity firm •Co-Founder (2016 – Present) •Staple Street Capital, a private equity firm •Member of Operating Executive Board (2013 – Present) •U.S. Mission to the European Union •Ambassador (2009 – 2013) •The Carlyle Group, a private equity firm •Managing Director (2001 – 2009) •U.S. Federal Communications Commission (FCC) •Chairman (1997 – 2001) •General Counsel (1993 – 1997) •Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper), a law firm •Partner (1984 – 1993) Other U.S. Listed Public Company Directorships •Ford Motor Company (2015 – Present) •AT&T Inc. (2014 – Present) •Prior U.S. Listed Public Company Directorships (past five years): •Duke Energy Corporation (2014 – 2021) Education •B.A., Phi Beta Kappa, Stanford University •J.D., Yale Law School Alignment with MetLife’s Strategy and Key Board Contributions Ambassador Kennard’s career has provided him with extensive legal, regulatory, public policy, risk management, technological, global investment, asset management, and private equity expertise. As U.S. Ambassador to the European Union, Ambassador Kennard worked to promote transatlantic trade and investment and reduce regulatory barriers to commerce. In his years with the FCC, Ambassador Kennard promoted, advanced, and increased access to technology, resulting in large scale investment in new technologies ensuring that the United States remained competitive in an increasingly digital economy. His experiences with regulated industries, global investments, asset management, and technology guide the Company’s strategic priorities to accelerate the growth of its asset management business while leveraging technology for growth, innovation, and efficiencies. Ambassador Kennard enhances the Board’s ability to effectively perform its strategy and business, risk, corporate governance, and sustainability oversight responsibilities. | | | Independent Director since 2013 11 years of MetLife Board service Director Core Competencies •Corporate Governance / Public Company Board •Global Literacy •Regulated Industry / Government •Investments MetLife Board Committees •Compensation •Executive •Finance and Risk (Chair) •Investment | | |

  32. Director Nominee Biographies1

    | 26 | |

  33. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  34. Director Nominee Biographies1

    | | Michel A. Khalaf | Age 61 | | | Professional Highlights •MetLife, Inc. •President and Chief Executive Officer (2019 – Present) •President, U.S. Business and EMEA (2017 – 2019) •President, EMEA (2011 – 2017) •MetLife Executive Officer (2011 – Present) •Executive Vice President, Middle East, Africa and South Asia Region (2010 – 2011) •American Life Insurance Company (Alico) (acquired by MetLife from AIG in 2010), an insurance company •Regional President, MEASA Region, Alico (2008 – 2010) •Deputy President & Chief Operating Officer, AIGPhilamlife, Philippines (2006 – 2008) •Regional Senior Vice President, AIG-Amplico Life, Poland (2001 – 2006) •General Manager, Alico Egypt (1996 – 2001) •Chief Operating Officer, Alico Unionvita, Italy (1994 – 1996) •Deputy General Manager, Alico Bahamas (1992 – 1994) •Regional Investment Manager, Alico Paris (1990 – 1992) •Mr. Khalaf began his career as an investment officer at Alico headquarters in Wilmington, Delaware Other U.S. Listed Public Company Directorships •None Education •B.S., Engineering, Syracuse University •M.B.A., Finance, Syracuse University Alignment with MetLife’s Strategy and Key Board Contributions Mr. Khalaf’s lengthy and successful career in the life insurance industry affords him the opportunity to bring extensive industry expertise, an entrepreneurial spirit, and strong leadership skills to the Board. His work has spanned markets across EMEA, Asia, and the U.S., which helps to facilitate his ability to take a global view of businesses and cultures. During the past five years, Mr. Khalaf was laser focused on helping MetLife achieve its Next Horizon strategy, executing as the CEO and overseeing as a member of the Board, as the Company strove to meet the commitments made to its people, its customers, the communities it serves, and its shareholders. As MetLife advances its New Frontier strategy, which is designed to accelerate growth across MetLife’s global platform while delivering attractive returns and all-weather performance, Mr. Khalaf’s unique insights continue to guide the Company’s strategic choices. | | | Not Independent Director since 2019 5 years of MetLife Board service Director Core Competencies •Executive Leadership •Insurance and Financial Services •Global Literacy •Regulated Industry / Government MetLife Board Committees •Executive (Chair) | | |

  35. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 27 |

  36. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  37. Director Nominee Biographies1

    | | Diana L. McKenzie | Age 60 | | | Professional Highlights •Vi Labs Ltd., a healthcare and life sciences focused, artificial intelligence enabled technology company •Advisor (2024 – Present) •DLM Horizons, LLC, a consulting limited liability company •Consultant / Owner (2020 – Present) •BrightInsight, Inc., a provider of digital health platforms for biopharma and medical device companies •Advisor (2020 – Present) •Brighton Park Capital Management, L.P., an investment firm specializing in software, information services, technology-enabled business services and healthcare •Member of the Board of Paradox, a conversational artificial intelligence and human resources platform and portfolio company of Brighton Park Capital (2020 – Present) •Senior Advisor / Investor (2019 – Present) •Workday, Inc., a cloud-based financial and human capital management software company •Chief Information Officer (2016 – 2019) •Amgen, Inc., a biotechnology company •Senior Vice President and Chief Information Officer (2010 – 2016) •Vice President, Amgen Enterprise Technology Services and Enterprise Architecture (2007 – 2010) •Executive Director, Amgen Information Systems, Product Development and Commercialization (2004 – 2007) •Eli Lilly and Company, a pharmaceutical company •Group Director, Lilly Research Laboratories, Product Development and Commercialization (2000 – 2004) •Various Information Systems leadership roles supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning (1987 – 1999) Other U.S. Listed Public Company Directorships •Agilon Health, Inc. (2023 – Present) •Vertex Pharmaceuticals Incorporated (2020 – Present) •Prior U.S. Listed Public Company Directorships (past five years): •Change Healthcare Inc. (2019 – 2022) Education •B.S., Purdue University •Information Technology Management Program, University of California, Los Angeles Alignment with MetLife’s Strategy and Key Board Contributions With nearly three decades of experience culminating with her role as Chief Information Officer of Workday, Inc., overseeing the company’s global information technology organization, Ms. McKenzie is a proven technology leader and an innovator who provides extensive digital, technology, and cybersecurity knowledge and perspective, which is particularly impactful given the Company’s strategic focus which requires leveraging cutting-edge technology to drive growth and efficiency. Ms. McKenzie’s expertise informs the Board’s oversight of the Company’s ongoing efforts in risk management and information security. Her experiences also guide the Company as it looks to grow responsibly in group benefits, asset management, and international markets. In addition, Ms. McKenzie’s consumer focus and product development and commercialization expertise in the highly regulated biotechnology and pharmaceutical industries provides valuable insight to the Company as it looks to reshape customer expectations. | | | Independent Director since 2018 6 years of MetLife Board service Director Core Competencies •Executive Leadership •Regulated Industry / Government •Consumer Insight / Analytics •Technology MetLife Board Committees •Audit •Compensation •Finance and Risk | | |

  38. Director Nominee Biographies1

    | 28 | |

  39. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  40. Director Nominee Biographies1

    | | Denise M. Morrison | Age 71 | | | Professional Highlights •Denise Morrison & Associates LLC, a consulting firm •Founder (2018 – Present) •PSP Capital, a private equity firm •Senior Advisor (2019 – 2020) •Campbell Soup Company, a food and beverage company •President and Chief Executive Officer (2011 – 2018) •Member of the Board of Directors (2010 – 2018) •Executive Vice President and Chief Operating Officer (2010 – 2011) •President, North America Soup, Sauces and Beverages (2007 – 2010) •President, Campbell USA (2005 – 2007) •President, Global Sales and Chief Customer Officer (2003 – 2005) •Kraft Foods, Inc., a food and beverage company •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) •Nestlé USA, Inc., a food and beverage company •Various senior marketing and sales positions (1984 – 1995) •PepsiCo, Inc., a food and beverage company •Various trade and business development positions (1982 – 1984) •The Procter & Gamble Company, a consumer products company •Various sales management positions (1975 – 1982) Other U.S. Listed Public Company Directorships •Quest Diagnostics Inc. (2019 – Present) •Visa Inc. (2018 – Present) Education •B.S., Boston College Alignment with MetLife’s Strategy and Key Board Contributions Ms. Morrison has a distinguished track record of leading successful businesses through their strategic evolution, a critical skill that she uses to help guide the Company as it executes on the New Frontier strategy. As a leader of some of the most iconic brands, Ms. Morrison guides the Company’s management in its stewardship of the iconic MetLife brand. Her strong insight in sales and marketing, consumer trends and behaviors, and knowledge of international markets make her a valuable resource for the Board and the Company’s management. Her experience in leadership and management at global food and beverage companies provides her with deep insight on sustainability, growing businesses responsibly, supporting civic engagement, and advancing global nutrition and well-being, which she uses to enhance the Board’s oversight over the Company’s sustainability strategy. Her experience as CEO and Director of Campbell Soup and as a director of Visa and Quest Diagnostics provides her with a unique understanding of the strong corporate governance framework required to manage and oversee a large public company, which is valuable to the Board in its effective oversight of the Company’s corporate governance practices. | | | Independent Director since 2014 11 years of MetLife Board service Director Core Competencies •Executive Leadership •Corporate Governance / Public Company Board •Global Literacy •Consumer Insight / Analytics MetLife Board Committees •Compensation •Executive •Governance and Corporate Responsibility (Chair) •Investment | | |

  41. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 29 |

  42. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  43. Director Nominee Biographies1

    | | Christian Mumenthaler | Age 55 | | | Professional Highlights •Swiss Re AG, a provider of reinsurance, insurance, and other forms of insurance-based risk transfer •Group Chief Executive Officer (2016 – 2024) •Chief Executive Officer, Reinsurance (2011 – 2016) •Chief Marketing Officer, Reinsurance (2011 – 2011) •Head of Life & Health in the (Re)Insurance Product (2007 – 2010) •Chief Risk Officer (2005 – 2007) •Attended most Swiss Re Group Board meetings between (2005 – 2024) •Head of Group Retro and Syndication (2002 – 2005) •Manager in Group Strategic Planning (1999 – 2002) •Boston Consulting Group, a management consulting firm •Associate (1997 – 1999) Other U.S. Listed Public Company Directorships •None Education •M.S. and Ph.D., ETH Zurich (Swiss Federal Institute of Technology) Alignment with MetLife’s Strategy and Key Board Contributions Mr. Mumenthaler’s appointment to the Board is a strategic move that aligns with New Frontier’s focus on strong, responsible growth and attractive returns. Over his more than 25 years with Swiss Re AG, Mr. Mumenthaler held numerous executive leadership positions and developed deep expertise in insurance and reinsurance. Mr. Mumenthaler’s focus on innovative solutions to manage risk, resilience, sustainable growth, and all weather performance as he led Swiss Re AG through periods of elevated natural catastrophes and challenging economic times makes him a natural fit for MetLife’s Board which oversees the management of the Company’s business and advises the executive officers conducting the Company’s business and affairs. Mr. Mumenthaler’s extensive global literacy and knowledge of regulated industries positions him well to oversee management’s execution of plans to leverage the Company’s competitive strengths to expand in high growth international markets. | | | Independent Director effective May 1, 2025 Director Core Competencies •Executive Leadership •Insurance and Financial Services •Global Literacy •Regulated Industry / Government MetLife Board Committees •Finance and Risk •Investment | | |

  44. Director Nominee Biographies1

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  45. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  46. Director Nominee Biographies1

    | | Mark A. Weinberger | Age 63 | | | Professional Highlights •A FIN MANAGEMENT LLC (d.b.a. Affinity Partners), an investment management firm •Outside Advisor (2024 – Present) •Tanium, a cybersecurity and systems management company •Senior Advisor (2021 – Present) •Stone Canyon Industries, Inc., a global industrial holding company •Senior Advisor (2020 – Present) •Teneo, a global CEO advisory firm •Senior Advisor (2020 – Present) •EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services •Partner, EYEA, LLP, a member firm of EY (2008 – 2019) •Global Chairman and Chief Executive Officer (2013 – 2019) •Global Chairman and CEO-elect (2012 – 2013) •Global Vice Chairman, Tax (2008 – 2012) •Other senior roles (1987 – 2001, 2002 – 2008) •U.S. Department of the Treasury (Tax Policy) •Assistant Secretary (2001 – 2002) •Washington Counsel, P.C., a law and legislative advisory firm •Co-Founder and Principal (1996 – 2000) •Oldaker, Ryan & Leonard, a law firm •Partner (1995 – 1996) •U.S. President Bill Clinton’s Bipartisan Commission on Entitlement and Tax Reform •Chief of Staff (1994) •U.S. Senate •Chief Tax and Budget Counsel (1991 – 1994) Other U.S. Listed Public Company Directorships •JPMorgan Chase & Co. (2024 – Present) •Johnson & Johnson, Inc. (2019 – Present) •Prior U.S. Listed Public Company Directorships (past five years): •Accelerate Acquisition Corp. (2021 – 2022) Other Non-U.S. Listed Public Company Directorships •Saudi Arabian Oil Company (Aramco) (2020 – Present) Education •B.A., Emory University •M.B.A. and J.D., Case Western Reserve University •L.L.M., Georgetown University Law Center Alignment with MetLife’s Strategy and Key Board Contributions Mr. Weinberger brings a diverse professional background to the Board, having served throughout his career in a wide variety of public and private sector leadership roles, including as a global chairman and chief executive officer, tax lawyer and policymaker, and trusted government advisor. During Mr. Weinberger’s tenure as the Global Chairman and CEO of EY, he expanded the organization’s digital and operational capabilities in cybersecurity, AI, and data, and championed increasing diversity at all levels to create a more inclusive work culture, which was then reflected in EY’s highest governing body. With his extensive business acumen and experience leading a large, complex, highly regulated entity, as well as his track record of driving transformation across the public and private sectors and around the global, Mr. Weinberger provides a valuable perspective for the Company’s strategic priorities. His demonstrated commitment to talent management, technological innovation, cybersecurity, and sustainability, as well as his extensive knowledge of, and experience with, tax, accounting, government policy, and legislative matters enhances the Board’s oversight role. | | | Independent Director since 2019 5 years of MetLife Board service Director Core Competencies •Executive Leadership •Corporate Governance / Public Company Board •Financial Expertise and/or CFO / Audit •Sustainability MetLife Board Committees •Audit •Audit Committee Financial Expert •Compensation (Chair) •Executive •Governance and Corporate Responsibility | | |

  47. Director Nominee Biographies1

    | 2025 PROXY STATEMENT | 31 |

  48. Director Nominee Biographies1

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  49. Information About the Board of Directors

    Information About the Board of Directors

  50. Director Compensation in 2024

    Director Compensation in 2024

  51. Director Compensation in 2024

    | Name1 | Fees Earned or Paid in Cash ($) | Stock Awards2 ($) | All Other Compensation3 ($) | Total ($) | | Cheryl W. Grisé4 | 180,000 | 175,104 | 1,640 | 356,744 | | Carlos M. Gutierrez | 150,000 | 175,104 | 1,640 | 326,744 | | Carla L. Harris | 150,000 | 175,104 | 1,640 | 326,744 | | Gerald L. Hassell5 | 75,000 | 87,549 | 848 | 163,397 | | Laura J. Hay5 | 126,511 | 147,717 | 1,508 | 275,736 | | David L. Herzog4 | 190,000 | 175,104 | 1,640 | 366,744 | | R. Glenn Hubbard, Ph.D.4 | 275,000 | 300,148 | 1,640 | 576,788 | | Jeh C. Johnson | 150,000 | 175,104 | 1,640 | 326,744 | | Edward J. Kelly, III4 | 190,000 | 175,104 | 1,640 | 366,744 | | William E. Kennard4 | 175,000 | 175,104 | 1,640 | 351,744 | | Catherine R. Kinney5 | 75,000 | 87,549 | 5,848 | 168,397 | | Diana L. McKenzie | 150,000 | 175,104 | 1,640 | 326,744 | | Denise M. Morrison4 | 175,000 | 175,104 | 1,640 | 351,744 | | Mark A. Weinberger | 150,000 | 175,104 | 1,640 | 326,744 |

  52. Director Compensation in 2024

    1The Directors included in this table, and the discussion pertaining to it, are limited to the Non-Management Directors who served during 2024. Mr. Gerald L. Hassell, Ms. Laura J. Hay, and Ms. Catherine R. Kinney, who served for a portion of 2024, received pro-rata amounts. Mr. Khalaf was compensated as an employee for 2024, and received no compensation for his service as a Director. For information about compensation for Mr. Khalaf for 2024, see the Summary Compensation Table and the accompanying discussion. 2The reported dollar amounts in the table below are the grant date fair value of such Stock 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 is the number of shares granted multiplied by the NYSE closing price of a share on the grant date.

  53. Director Compensation in 2024

    | | Grant Date Fair Value of Stock Awards ($) | | | | | Grant Date | R. Glenn Hubbard, Ph.D. | Catherine R. Kinney and Gerald L. Hassella | Laura J. Hay | Each Other Non-Management Director | | January 2, 2024 | 75,028 | 43,777 | — | 43,778 | | February 27, 2024 | — | — | 16,391 | — | | April 1, 2024 | 75,016 | 43,772 | 43,772 | 43,772 | | June 18, 2024 | 75,030 | — | 43,802 | 43,802 | | October 1, 2024 | 75,074 | — | 43,752 | 43,752 |

  54. Director Compensation in 2024

    a Mr. Gerald L. Hassell and Ms. Catherine R. Kinney, who served for a portion of 2024, received grants of Stock Awards on January 2, 2024 and April 1, 2024. 3The following table provides information on the All Other Compensation column items applicable to all Non-Management Directors:

  55. Director Compensation in 2024

    | | Value ($) | | Life Insurancea | 1,584 | | Business Travel Insuranceb | 56 | | Charitable Matching Gifts Programc | 5,000 |

  56. Director Compensation in 2024

    a Premiums paid by MetLife for group life insurance coverage valued at $200,000 for each Non-Management Director who served the entirety of 2024. A pro rata premium was paid by MetLife for those Directors who served for a portion of 2024, including Ms. Laura J. Hay ($1,452), Mr. Gerald L. Hassell ($792) and Ms. Catherine R. Kinney ($792). b MetLife’s pre-tax cost for each Non-Management Director’s business travel accident insurance coverage for MetLife business travel. c May include contributions matched by the MetLife Foundation in 2024 to colleges and universities in the U.S. under the Company’s matching gifts program. The MetLife Foundation provides up to $5,000 annually to match contributions by an active employee or Director to colleges and universities. All currently active full-time and part-time employees within the MetLife family of companies and Directors are eligible to participate in the program. In 2024, the MetLife Foundation matched maximum contributions made by Ms. Catherine R. Kinney. 4During 2024, Mr. Herzog served as Audit Committee Chair, Ms. Grisé served as Compensation Committee Chair, Mr. Kelly served as Finance and Risk Committee Chair, Ms. Morrison served as Governance and Corporate Responsibility Committee Chair, Ambassador Kennard served as Investment Committee Chair, and Dr. Hubbard served as independent Chairman of the Board. Each received additional net cash retainer fees, prorated by period as applicable, as described under the “Retainer” table. 5Ms. Laura J. Hay joined the Board on February 27, 2024. Mr. Gerald L. Hassell and Ms. Catherine R. Kinney both retired from the Board on June 18, 2024.

  57. Director Compensation in 2024

    | 2025 PROXY STATEMENT | 57 |

  58. Director Compensation in 2024

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  59. Compensation Discussion and Analysis

    | 67 | KEY HIGHLIGHTS | | | 70 | HOW DID WE PERFORM? | | | | 70 | MetLife’s Strategy | | | 70 | Highlights of Business Results | | | 73 | Highlights of Executive Performance and Compensation | | | 73 | Compensation for 2024 Performance | | 81 | WHAT ARE OUR EXECUTIVE COMPENSATION PRACTICES? | | | | 81 | Compensation Philosophy and Objectives | | | 81 | Key Features of MetLife’s Executive Compensation Program | | | 82 | Say-on-Pay Vote and Shareholder Engagement | | | 82 | Components of Compensation and Benefits | | | 84 | Determining Total Compensation for 2024 Performance | | 85 | HOW DID WE COMPENSATE OUR CEO AND OTHER NAMED EXECUTIVE OFFICERS? | | | | 85 | Base Salary | | | 85 | Annual Incentive Awards | | | 87 | Stock-Based Long-Term Incentives | | | 91 | Retirement and Other Benefits | | | 93 | Potential Termination Payments | | 94 | HOW DO WE REVIEW COMPENSATION AGAINST PEER COMPANIES? | | | | 95 | Comparator Group | | | 96 | Comparator Group and Performance Share TSR Group | | 97 | HOW DO WE MANAGE RISK RELATED TO OUR COMPENSATION PROGRAM? | | | | 97 | Risk Management | | | 98 | Executive Share Ownership | | | 98 | Stock-Based Award Timing Practices | | | 98 | Tax Considerations | | | 98 | Accounting Considerations |

  60. Named Executive Officers Total Compensation Mix for 2024

    | n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | | n | Annual Cash Incentive | n | Variable (performance-based) |

  61. Overview of Compensation Program

    Overview of Compensation Program The Company maintained its pay-for-performance practices in 2024. Total Compensation for the Named Executive Officers for 2024 was primarily variable and dependent on performance. The Named Executive Officers are the individuals listed in the Summary Compensation Table. 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 these three elements. It submits its recommendations for the Company’s CEO for approval by the Independent Directors, and for each of the other executive officers for approval by the Board of Directors. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an executive officer includes only these three elements. Other items such as sign-on payments are endorsed by the Committee and are included in the Summary Compensation Table when applicable but excluded from descriptions of Total Compensation and described separately, as appropriate. The Committee’s Total Compensation recommendations are driven by performance. Each executive officer’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 or broader market 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 officers’ Total Compensation to variable components that depend on performance or on the value of shares than to the fixed component. It also allocates a greater portion of the executive officers’ 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 program, executive officers’ interests are aligned with those of shareholders. The Company’s share ownership guidelines further align executives’ interests with those of shareholders and reinforce the focus on long-term shareholder value. The Committee also reviews annually the Company’s other compensation and benefit programs, such as retirement benefits and potential termination payments that would be made if an executive officer’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. 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 Compensation Committee in Compensation Consultant and Other Advisors. Generally, the forms of compensation and benefits provided to executive officers in the United States are similar to those provided to other U.S.-based officer-level employees. None of the executive officers based in the United States is a party to any agreement with the Company that governs the executive’s employment.

  62. Michel A. Khalaf, President and CEO

    | n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | | n | Annual Cash Incentive | n | Variable (performance-based) |

  63. John D. McCallion, EVP, CFO of MetLife, Inc., and Head of MIM

    | n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | | n | Annual Cash Incentive | n | Variable (performance-based) |

  64. Bill Pappas, EVP and Head of Global Technology and Operations

    Bill Pappas, EVP and Head of Global Technology and Operations Mr. Pappas leads Global Technology & Operations including technology development, information and cyber security, customer service, data strategy and analytics, crisis management, real estate, and procurement across MetLife’s businesses in 40+ markets globally. In 2024 with Mr. Pappas’ leadership, his team: •Advanced Next Horizon strategy by enabling new business capabilities to support high-tech, high-touch customer interactions across multiple markets. Examples include expanding U.S. disability and absence digital features for customers, enabling personalized recommendations to help employees select and utilize their benefits, enabling access to contemporary capabilities in U.S, and Japan call centers. Additionally, expanded personalized health protection in the Asia region and extended embedded insurance solution with non-insurance partners across industries in Latin America. •Delivered customer service excellence by achieving top quartile for customer satisfaction across our largest markets. MetLife’s Retirement and Income Solutions has been recognized by J.D. Power1 for providing "An Outstanding Customer Service Experience" for phone support (6 years in a row) and its Long-Term Care call centers for the first time in 2024. •Advanced AI capabilities and portfolio execution by implementing solutions leveraging business process re-engineering initiatives, developing MetIQ, MetLife’s generative AI platform, and scaling role-based AI productivity tools and copilots. Additionally, launched Responsible Use of AI policy in partnership with GRM to ensure AI solutions are developed, deployed, and maintained ethically and responsibly, while also expanding access to education and training. MetLife noted as being in the top percentile in terms of AI maturity. •Protected customer and company assets by sustaining information security performance, maturing cyber and operational resilience while delivering key performance indicators and benchmarks. •Strengthened key cultural enablers resulting in an increased participation in the annual employee engagement survey and exceeding all benchmark questions. For the second consecutive year, MetLife was named one of Fortune’s Most Innovative Companies2, transforming industries through technology from the inside out. •Advanced commitments to internal and external stakeholders by convening thought leaders in the industry by hosting MetLife’s 6th annual Triangle Tech X (TTX) conference focused on the role STEM plays in technology and expanding its online community. Established North Carolina Tech, MetLife Center for Technology Workforce Innovation, to serve as a hub for the state’s tech employers and employees. Compensation: Mr. Khalaf recommended, and the Committee endorsed, compensation actions for Mr. Pappas for 2024 that reflected performance in his role, and expectations of future contributions, and a review of relevant peer market data.

  65. Bill Pappas, EVP and Head of Global Technology and Operations

    | n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | | n | Annual Cash Incentive | n | Variable (performance-based) |

  66. Marlene Debel, EVP, CRO of MetLife, Inc., and Head of MII

    | n | Fixed Salary | n | LTI (vests over three years; realized value may differ) | | n | Annual Cash Incentive | n | Variable (performance-based) |

  67. Key Features of MetLife’s Executive Compensation Program

    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: the vast majority of compensation is variable without guarantee, and dependent on achieving business results; •aligning executives’ interests with those of shareholders: the vast majority of executive incentive compensation is share-based, and employees at the Senior Vice-President level and above are expected to meet share ownership guidelines; •encouraging long-term decision making: the ultimate value of Performance Shares is determined by the Company’s performance over three years, stock options (granted in 2024 and earlier) and restricted stock units vest over three years, stock options may normally be exercised over 10 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 contributions to achieving annual goals; •avoiding incentives to take excessive risk: the Company does not make formulaic individual awards, uses Adjusted Earnings (which excludes net investment gains and losses, net derivative gains and losses, and market risk benefit remeasurement gains and losses) as a key performance indicator, avoids incentives to take excessive risks in the Company’s investment portfolio, and uses multi-year performance to determine the payout of LTI; and •maintaining performance-based and incentive-based compensation recoupment (“clawback”) policies: the Company may seek recovery for an employee’s fraudulent or other wrongful conduct that harmed MetLife, including an accounting restatement as a result of material noncompliance with financial reporting requirements. In addition, executive officers are required to repay erroneously awarded compensation in the event of certain financial restatements, regardless of fault. A copy of MetLife’s Performance- Based Recoupment Policy was filed as Exhibit 10.9 to the 2024 Form 10-K. 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 officers a supplemental executive retirement plan that adds years of service or includes LTI compensation in the benefits formula; •does not provide excessive perquisites; •does not allow repricing or replacing of Stock Options without prior shareholder approval;

  68. Key Features of MetLife’s Executive Compensation Program

    •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 equivalent alternative awards that remain subject to vesting; •does not provide any change-in-control cash severance beyond two times an executive officer’s total annual cash compensation (i.e., salary and average annual cash incentive pay); •does not provide for any excise tax payment or tax gross-up for change-in-control -related payments, or tax gross-up for any perquisites or benefits, other than in connection with relocation or other transition arrangements; •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; and •does not offer employment contracts to U.S.-based executive officers.

  69. Components of Compensation and Benefits

    | Stock-Based LTI 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 a combination of MetLife’s performance and the value of shares (Performance Shares), or the value of shares (Restricted Stock Units), or increases in the price of shares (Stock Options - granted in 2024 and earlier). Cash-paid equivalents may be used outside the U.S. •Granted each year to provide overlapping vesting and performance cycles •Delivered to executive officers as part of Total Compensation, in these proportions | •Ensure that executive officers have a significant continuing stake in the long-term financial success of the Company (see “Executive Share Ownership” in How do we manage risk related to our compensation program? •Align executives’ interests with those of shareholders •Encourage decisions and reward performance that contribute to the long-term growth of the Company’s business and enhance shareholder value •Motivate executive officers to outperform MetLife’s competition •Encourage executives to remain with MetLife |

  70. Annual Incentive Awards

    Annual Incentive Awards AVIP provides eligible employees, including executive officers, the opportunity to earn annual cash incentive awards. For awards for 2024 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 or 2015 Employee Plan). The 2024 AVIP awards are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  71. Annual Incentive Awards

    Annual Incentive Awards The Committee endorsed the executive officers’ 2024 individual annual awards in consideration of the Company’s key financial performance goals and results described in Highlights of Business Results and key aspects of the performance of each of the Named Executive Officers relative to their objectives as discussed in Aspects of Executive Performance. Each of these awards is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  72. Stock-Based Long-Term Incentives

    Stock-Based Long-Term Incentives Each year, the Committee endorses the award value of LTI for approval by the Independent Directors in consideration of the Company’s key financial performance goals and results as part of MetLife’s Total Compensation program. The Company’s LTI includes Performance Shares, Restricted Stock Units, Stock Options (granted in 2024 and earlier), and, for awards granted outside the United States, cash payable equivalents. No monetary consideration was paid by a Named Executive Officer for any awards. No dividends or dividend equivalents are earned on any awards. The Committee endorses the number of Performance Shares and Restricted Stock Units (and cash payable equivalents) under each award by dividing that portion of the LTI award value by the share closing price on the grant date. The number of Stock Options (and cash-payable equivalents) granted in 2024 and earlier under the award is determined by dividing that portion of the LTI award value by one-third of the share closing price on the grant date. If the share closing price on the grant date is outside a 15% range (higher or lower) of the average share closing price for the year to date, MetLife uses that average closing price instead of the closing price on the grant date to determine the number of units under each LTI award. For information about the specific grants of LTI to the Named Executive Officers in 2024, see Grants of Plan-Based Awards in 2024.

  73. Stock Options

    Stock Options In 2024 and earlier the Company granted Stock Options with an exercise price equal to the closing price of shares on the grant date. The realized value of Stock Options depends exclusively on increases in the price of shares. One-third of each award of Stock Options becomes vested and exercisable on each of the first three anniversaries of the date of grant.

  74. Restricted Stock Units

    Restricted Stock Units The Company delivers shares for Restricted Stock Units after the end of a predetermined vesting period. Awards generally vest in one-thirds, and shares are delivered, after each of the first three anniversaries of the grant date. From time to time, the Company grants Restricted Stock Units that vest in their entirety on the third or later anniversary of their grant date. It does so to encourage a candidate to begin employment with MetLife (especially where the candidate would forfeit long-term compensation awards from another employer by doing so) or as a means of reinforcing retention efforts, particularly in cases of exceptional performance, critical skills, or key roles.

  75. Restricted Stock Units

    | 2025 PROXY STATEMENT | 87 |

  76. Restricted Stock Units

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  77. Performance Shares

    Performance Shares MetLife delivers shares to settle Performance Share awards after the end of a three-year period, with the number of shares determined by Company performance against pre-established goals for each three-year period. The Compensation Committee has established performance metrics for Performance Share awards using: •the Company’s Adjusted ROE compared to its Business Plan goal; and •TSR, which reflects total return on shares including change in share price and imputed reinvested dividends, compared to the group of Company competitors listed in Appendix A (the TSR Peer Group). The Committee uses Adjusted ROE because it directly supports the Company’s strategy to achieve superior shareholder returns. Adjusted ROE focuses employees on the efficient use of capital, which will drive TSR over time. Adjusted ROE is Adjusted Earnings divided by average common stockholders’ equity, excluding accumulated other comprehensive income other than foreign currency translation adjustment. The use of TSR ensures that final awards are aligned with our shareholders’ return on their investment. The Performance Share metrics thus include one absolute measure, Adjusted ROE, directly linked to the Company’s Business Plan, and one relative measure, TSR, based on the TSR Peer Group, which reflects our business model and global reach, and includes key competitors for business and/or investors. Each of these two factors is measured over the three-year performance period and each is weighted equally. The overall maximum performance factor is 175%. The performance goal for Adjusted ROE is established at the beginning of each three-year performance period and is based on a rigorous long-range Business Plan that is vetted and approved by the Board of Directors. This Business Plan is informed by macroeconomic forecasts, as well as, industry and peer performance. The Board has set Adjusted ROE Business Plan goals that require a meaningful stretch from prior goals and performance, considering the Company’s commitment to responsible growth through management performance, while also considering tax changes, accounting changes, and movements in currency exchange rates, interest rates, and other market factors. The threshold for the Adjusted ROE goal is 80% of the target goal, which yields 25% of the metric’s target performance factor. The maximum for the Adjusted ROE goal is 120% of the target goal, which yields 175% of this metric’s target performance factor. Between the threshold and the maximum range, the actual result (either positive or negative) from the Adjusted ROE target goal and the corresponding performance factor is proportional. The performance factor will be interpolated for performance falling between these points. If the actual result of the Adjusted ROE is below 80% of the goal, the resulting performance factor will be zero. If the actual result of the Adjusted ROE is above 120% of the goal, the resulting performance factor will be capped at 175%. The actual payout for Performance Share awards is disclosed after the end of each performance period. For each Performance Share period, the Adjusted ROE goal considers the target range shared with MetLife investors. For the 2024-2026 performance period, the Adjusted ROE goal was established within the 15%-17% range communicated at the Company’s 2024 Investor Day. The Committee will modify the Adjusted ROE performance factor component if it determines that a “Significant Event,” standing alone, changed the Adjusted ROE performance result by 1% or more compared to the Company’s Business Plan. “Significant Events” include accounting changes, business combinations, restructuring, nonrecurring tax events, common share issuance or repurchases, catastrophes, litigation and regulatory settlements, asbestos and environment events, certain specified classes of non-coupon investments, and other significant nonrecurring, infrequent, or unusual items. If an event has or will have a substantial effect on the business or TSR of a TSR Peer Group company, the Committee will remove that company from the list. Such events include bankruptcies, insolvencies, delisting, and divestitures, mergers, acquisitions, or similar transactions that significantly change the major markets or operational scope of business. Notably, and consistent with previous awards, the performance factor will be capped at 100% if the Company’s TSR for the performance period is zero or negative. This applies even if the Company’s Adjusted ROE exceeds the performance goal and the Company’s TSR outperforms its peers. This cap is an overall safeguard to ensure alignment with shareholders. For the TSR component of the performance factor, the Company’s performance is compared against insurance industry competitors around the world to reflect MetLife’s business model and global reach. As a result, the TSR metric uses the TSR Peer Group, a group of competitors for capital, business, and executive talent that is more globally diverse

  78. Performance Shares

    | 88 | |

  79. Performance Shares

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  80. Performance Shares

    than the Comparator Group the Committee uses for peer Total Compensation purposes. For information about the Company’s TSR Peer Group, see Comparator Group and Performance Share TSR Peer Group. In 2018, the Compensation Committee reviewed the TSR Peer Group and updated it for 2019 awards to ensure it reflected key competitors for business and/or investors. After its 2024 executive compensation program review the Committee made no changes for 2025 awards. See Appendix A for further details. The following table shows the metrics used to determine the performance factor for Performance Share and Performance Unit awards relative to the goals for the applicable three-year performance period:

  81. Performance Share and Performance Unit Performance Factor Determinations

    Performance Share and Performance Unit Performance Factor Determinations

  82. Performance Share and Performance Unit Performance Factor Determinations

    | | Adjusted ROE Performance as a Percentage of Business Plan Goal (%) | TSR Performance as a Percentile of Peers (%tile) | Performance Factor (%) | | Below Threshold | 0-79 | 0-24th | 0 | | Threshold | 80 | 25th | 25 | | Target | 100 | 50th | 100 | | Maximum | 120 | 87.5th | 175 | | Above Maximum | 121+ | 87.6th-99th | 175 |

  83. Performance Share and Performance Unit Performance Factor Determinations

    The performance metrics call for a cap to the entire performance factor at 100% if the Company’s TSR for the performance period is zero or negative.

  84. 2022-2024 Performance Share Payout

    2022-2024 Performance Share Payout The following charts show the metrics used to determine the performance factor for awards granted in 2022 and how the outcome was tied to Company performance relative to the performance goals for the 2022-2024 performance period:

  85. 2022-2024 Performance Share Payout

    | 2025 PROXY STATEMENT | 89 |

  86. 2022-2024 Performance Share Payout

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  87. 2022-2024 Performance Share Payout

    The Committee established the Adjusted ROE performance goal for the 2022-2024 Performance Shares (and cash equivalents) in early 2022. In measuring performance for this period, as required under the terms of the Performance Share Awards (Awards), the Committee modified the calculation of the Adjusted ROE performance component to reflect “Significant Events” as defined in the Awards, each of which had an effect on Adjusted ROE performance result by 1% or more compared to the Company’s three-year Business Plan including the recast — and neutral translation — of the 2023 and 2024 Business Plans for the LDTI accounting standard change (a Significant Event), as well as the following Significant Events : VII outside +/- 10% of earnings across three-year Business Plan: For the three-year period, VII was below the three-year Business Plan, driven by unfavorable returns on private equity and real estate funds mainly in 2023 and 2024 and met the criteria of a Significant Event, resulting in a $1.9 billion, net of income tax, increase to Adjusted Earnings and the corresponding average equity impact. Asbestos litigation expense. As part of its standard practice, the Company reviews its decades-long asbestos liability periodically with a full assessment conducted annually. As a result of the 2023 and 2024 annual reviews, the Company recorded additional reserves based on certain updated assumptions and this met the criteria of a Significant Event, resulting in a $148 million, net of income tax, increase to Adjusted Earnings and the corresponding average equity impact. The total Performance Factor would have been 93.7% without the Significant Event adjustments.

  88. Value Realized From Performance Shares/Units Vested in 2024

    Value Realized From Performance Shares/Units Vested in 2024 This table shows how the performance factor and change in share value affected the value that award holders realized from 2022-2024 Performance Shares (or cash equivalents):

  89. Value Realized From Performance Shares/Units Vested in 2024

    | 2022-2024 Performance Shares/Units - Realized Value Illustration | | | | | | Event | # of Shares/Units (example only) | Date | Share Price ($) | Award Value (pre-tax) ($) | | At Grant | 1,000 | February 22, 2022 | 68.96 | 68,960 | | At Board approval of 114.3% of Target Performance Factor | 1,143 | February 25, 2025 | 82.20 | 93,955 | | Award Value at Board approval of Performance Factor as a % of Award Value at Grant (reflects Performance Factor and change in Share price) | | | | 136% |

  90. Value Realized From Performance Shares/Units Vested in 2024

    Award Value differs from the grant date fair value calculated in accordance with the applicable accounting standard, ASC 718; the grant date fair value was disclosed in the Company's 2022 Proxy Statement on the Grants of Plan-Based Awards table. For more information, see Option Exercises and Stock Vested in 2024. Outstanding Performance Shares continue to vest. As a result, those Performance Shares continue to reflect MetLife’s Adjusted ROE performance and TSR. For more information, see Outstanding Equity Awards at 2024 Fiscal Year-End.

  91. Rule of 65 for LTI Vesting

    Rule of 65 for LTI Vesting Employees whose combined age and complete years of MetLife employment is 65 or more, with at least five complete years of MetLife employment (the Rule of 65), will generally retain their awards following the end of their employment, unless discharged for cause, and subject to the below restrictive covenants.

  92. Rule of 65 for LTI Vesting

    | 90 | |

  93. Rule of 65 for LTI Vesting

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  94. U.S.-Based Nonqualified Deferred Compensation Program

    U.S.-Based Nonqualified Deferred Compensation Program The Company sponsors a nonqualified deferred compensation program for employees at the Assistant Vice President level and above in the U.S., including each Named Executive Officer to receive tax-deferred simulated investments. See Nonqualified Deferred Compensation at 2024 Fiscal Year-End for amounts of nonqualified deferred compensation reported for the Named Executive Officers.

  95. Severance Pay and Related Benefits

    Severance Pay and Related Benefits The following describes the Company’s standard severance program. The Company may, in the future, enter into severance agreements that differ from the general terms of the program where business circumstances warrant. If the employment of a U.S.-based executive officer ends involuntarily due to job elimination or, in limited circumstances, due to performance, he or she may be eligible for the severance program available to substantially all salaried employees. The program generally provides employees with severance pay, outplacement services, and other benefits. Employees terminated for cause, as defined under the program, are not eligible. The amount of severance pay reflects the employees’ salary grade, base salary rate, and length of service. The severance pay formula for officer-level employees is potentially higher than that for other employees. Longer-service employees receive greater payments than shorter-service employees, given the same salary grade and base salary. Depending on the terms of the individual’s particular award, employees who meet the Rule of 65 or other applicable age and service criteria retain their outstanding LTI. Otherwise, employees who receive severance pay also generally receive a pro-rata cash payment in consideration of certain forfeited Performance Shares (generally, those awards granted in prior calendar years).

  96. Change-in-Control Arrangements

    Change-in-Control Arrangements The Company has adopted arrangements regarding the impact on the executive officer’s compensation and benefits in the event of a change-in-control of MetLife. None of the executive officers are entitled to any excise tax gross-up either on severance pay or on any other benefits payable in the event of a change-in-control of the Company. The Company established the MetLife Executive Severance Plan (the Executive Severance Plan) in 2007 to apply to all executive officers and replace individual change-in-control agreements. The Board determined the terms of the plan based on its judgment of what is necessary to maximize shareholder value should a change-in-control occur. The Company designed the elements of its change-in-control definition to include circumstances where effective control over the Company would be captured by interests that differ substantially from those of the broad shareholder base the Company now has, without impinging on the Company’s flexibility to engage in transactions that are unlikely to involve such a transformation. An executive officer who receives benefits under the Executive Severance Plan would not also be eligible to receive severance pay under the Company’s severance plan that is available to substantially all salaried employees. The Executive Severance Plan does not provide for any payments or benefits based solely on a change-in-control of MetLife. Rather, the Plan provides for severance pay and related benefits only if the executive’s employment also ends under defined circumstances. The Company’s LTI also includes change-in-control provisions. Under these provisions, MetLife or its successor may substitute an alternative award of equivalent value and with vesting provisions no less favorable than the award being replaced. Only if such substitution does not occur would the awards vest immediately upon a change-in-control. For additional information about change-in-control arrangements, including the Company’s definition of change-in-control for these purposes, see Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End.

  97. Change-in-Control Arrangements

    | 2025 PROXY STATEMENT | 93 |

  98. Change-in-Control Arrangements

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  99. Change-in-Control Arrangements

    | 04 | How do we review compensation against peer companies? |

  100. Change-in-Control Arrangements

    The Compensation Committee periodically reviews the competitiveness of MetLife’s Total Compensation framework using data reflecting a comparator group of companies in the insurance and broader financial services industries with which MetLife competes for executive talent (the Comparator Group). The Committee chose the members of the Comparator Group based on the size of the firms relative to MetLife and the extent of their global presence or their similarity to MetLife in the importance of investment, and risk management to their businesses, as well as their being competitors for executive talent. It reviews the composition of the Comparator Group from time to time to ensure that the group remains an appropriate comparator group for the Company as it did in 2024, see 2024 Executive Compensation Program Review. In determining the executive officer’s Total Compensation for 2024, the Committee considered the global nature of the Company’s business and the Company’s size, scope, and complexity relative to its peers, the challenges the executive officer manages, and the Committee’s expectations for the executive’s and the Company’s performance. MetLife’s competitive compensation philosophy is generally to provide Total Compensation around the size-adjusted median for similar positions at Comparator Group companies, taking into account MetLife’s assets, revenue, and market capitalization relative to other companies in the Comparator Group. As a result, the Committee considered an executive officer’s Total Compensation to be competitive if it fell within a reasonable range of that size-adjusted median. While the Committee considers the competitive range, its compensation decisions are also based on individual factors such as performance, expectations of contributions to future performance, experience, and retention considerations. The Committee reviewed individual elements of the executive officer’s Total Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation. For 2024 performance and expectations of future contributions, each Named Executive Officer’s Total Compensation fell within this reasonable range of the point representing the size-adjusted median for the executive’s 2024 position.

  101. Change-in-Control Arrangements

    | 94 | |

  102. Change-in-Control Arrangements

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  103. Comparator Group

    Comparator Group

  104. Comparator Group

    | $177.6B | | | | JPMorgan Chase & Co. | | | AXA SA | | | Bank of America Corporation | | | Wells Fargo & Company | | | Citigroup Inc. | | METLIFE $71B | | | | Prudential Financial Inc. | | 69th Percentile of Comparator Group | | | | American Express Company | | | Allstate Corp. | | | Morgan Stanley | | | Chubb Ltd. | | | The Travelers Companies, Inc. | | | Manulife Financial Corp. | | | U.S. Bancorp | | | American International Group | | | Sun Life Financial Inc. | | | Hartford Financial Services | | | Aflac Inc. | | $18.9B | | | 2024 Revenues | |

  105. Comparator Group

    | $4,002.9B | | | | JPMorgan Chase & Co. | | | Bank of America Corporation | | | Citigroup Inc. | | | Wells Fargo & Company | | | Morgan Stanley | | | Prudential Financial Inc. | | | Manulife Financial Corp. | | METLIFE $677B | | | | U.S. Bancorp | | | AXA SA | | 53rd Percentile of Comparator Group | | | | American Express Company | | | Sun Life Financial Inc. | | | Chubb Ltd. | | | American International Group | | | The Travelers Companies, Inc. | | | Aflac Inc. | | | Allstate Corp. | | | Hartford Financial Services | | $80.9B | | | Total Assets as of December 31, 2024 | |

  106. Comparator Group

    | $670.7B | | | | JPMorgan Chase & Co. | | | Bank of America Corporation | | | Wells Fargo & Company | | | American Express Company | | | Morgan Stanley | | | Citigroup Inc. | | | Chubb Ltd. | | | AXA SA | | | U.S. Bancorp | | METLIFE $56B | | | | Aflac Inc. | | | The Travelers Companies, Inc. | | 43rd Percentile of Comparator Group | | | | Manulife Financial Corp. | | | Allstate Corp. | | | American International Group | | | Prudential Financial Inc. | | | Sun Life Financial Inc. | | | Hartford Financial Services | | $31.4B | | | Market Capitalization as of December 31, 2024 | |

  107. Comparator Group

    MetLife is excluded from the Comparator Group when determining its percentile rank. See Appendix A for further details.

  108. Comparator Group

    | 2025 PROXY STATEMENT | 95 |

  109. Comparator Group

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  110. Comparator Group and Performance Share TSR Peer Group

    Comparator Group and Performance Share TSR Peer Group MetLife competes for executive talent with the compensation Comparator Group companies in the insurance and broader financial services industries. These companies also disclose compensation data that allows the Company to make useful comparisons. The Performance Share global TSR Peer Group includes MetLife’s key publicly-traded insurance company competitors for business and/or investors. These competitors face business challenges similar to those MetLife faces, and therefore make more appropriate performance comparators than do some of the Comparator Group companies.

  111. Comparator Group and Performance Share TSR Peer Group

    | Performance Share TSR Peers: Insurance Companies (with ticker symbol) | | | | | | Aflac (AFL) | The Hartford (HIG) | American Express (AXP) | U.S. Bancorp (USB) | Compensation Comparator Group: Insurance and Financial Services Companies (with ticker symbol) | | AIG (AIG) | Manulife (MFC) | Bank of America (BAC) | Wells Fargo (WFC) | | | Allstate (ALL) | Prudential (PRU) | Citigroup (C) | | | | AXA (AXA) | Sun Life (SLF) | JPMorgan Chase (JPM) | | | | Chubb (CB) | Travelers (TRV) | Morgan Stanley (MS) | | | | Allianz (ALV) | Principal Financial (PFG) | | | | | Dai-ichi (8750) | Prudential plc (PRU LN) | | | | | Globe Life Inc. (GL) | Unum (UNM) | | | | | Legal & General (LGEN) | Zurich (ZURN) | | | | | Lincoln National (LNC) | | | | |

  112. Comparator Group and Performance Share TSR Peer Group

    | 96 | |

  113. Comparator Group and Performance Share TSR Peer Group

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  114. Comparator Group and Performance Share TSR Peer Group

    | 05 | How do we manage risk related to our compensation program? |

  115. Risk Management

    | Incentive compensation aligned with risk management | •Adjusted Earnings – an important incentive compensation metric – excludes net investment gains and losses, net derivative gains and losses, and market risk benefit remeasurement gains and losses •Executives are not penalized for hedging business exposures to risks inherent in a number of products, and not rewarded when the hedging positions benefit the Company •Executives are not rewarded for harvesting capital gains beyond prudent capital and risk management •Aligns with Company policy not to use derivatives for speculative purposes •AVIP VII collar facilitates prudent risk management •Company assesses Executives’ performance in risk management and governance practices | | Long-term focus | •Three-year overlapping performance periods and vesting for long-term incentive compensation •Time horizons for compensation reflect the extended time horizons to realize the results of many business decisions | | Compensation Recoupment Policies (“clawback” and forfeiture) | Performance-Based Compensation Recoupment Policy •Applies to all employees, including executive officers •Company may seek to recoup performance-based compensation with respect to the period of misconduct •Misconduct is fraudulent or other wrongful conduct that causes the Company or business financial or reputational harm, including an accounting restatement required by material noncompliance with financial reporting requirements •For executive officers, Company may also seek to recoup compensation based on materially inaccurate performance measures, regardless of fault •Applies to all equity award types (both time and performance based) Recoupment of Erroneously Awarded Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act Policy •Executive officers, including former officers are required to repay erroneously awarded compensation in the event of certain financial restatements regardless of fault | | Hedging and pledging policies | •Directors and employees, including executive officers, may not short-sell, hedge, trade in put and call options in, or pledge their Company securities •Intended to prevent a misalignment, or appearance of misalignment, of interests with shareholders | | Annual risk-review of incentive compensation programs | •Chief Risk Officer reviews programs and reports to the Compensation Committee •Intended to ensure that programs do not encourage excessive risk-taking •Analyzes performance measures, performance periods, payment determination processes, management controls, and risk management processes •Chief Risk Officer concluded for 2024 that compensation programs did not encourage excessive risk-taking and, as a result, are not reasonably likely to have a material adverse effect on the Company | | Share ownership guidelines | •Ensure that executives’ interests are aligned with those of shareholders •Encourage prudent risk-taking to the long-term benefit of shareholders •Apply to employees at Senior Vice-President level and above, including executive officers •Require retention of all net shares acquired from compensation awards to achieve and maintain ownership at or above the requirement |

  116. Stock-Based Award Timing Practices

    Stock-Based Award Timing Practices The following information is being provided as required by Item 402(x) of Regulation S-K. The Compensation Committee grants LTI to executive officers at or around its regularly scheduled meeting in February of each year. On the rare occasions when the Committee grants awards in connection with the hiring or change in responsibilities of an executive officer, or in order to encourage the executive to remain employed, it does so coincident with (or shortly after) the hiring, original vesting or payment date of awards from a prior employer that were forfeited to join MetLife, change in responsibilities, or other related changes. The Committee does not take material non-public information (MNPI) into account when determining the timing and terms of LTI awards, and the Committee does not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. No Stock Options or SARs were granted to any employees, including the NEOs in 2024 during any period beginning four business days before filing a periodic report or current report disclosing MNPI and ending one business day after such filing with the SEC.

  117. Accounting Considerations

    Accounting Considerations Performance Shares, Restricted Stock Units, and Stock Options (granted in 2024 and earlier), qualify as equity-classified instruments whose fair value for determining compensation expense under current accounting rules is fixed on the date of grant. MetLife records Phantom Awards, which are settled in cash, as liabilities. It re-measures the liability and corresponding expense quarterly.

  118. Summary Compensation Table

    Summary Compensation Table The amounts reported in the table for each year shown include several elements that were not paid to the Named Executive Officers in that year. The table includes items such as salary and cash incentive compensation that have been earned. It also includes the grant date fair value of Share-based LTI awards granted in the applicable year which may never become payable or be delivered or may ultimately have a value that differs substantially from the values reported in this table. The table also includes changes in the value of pension benefits from prior year-end to year-end 2024 which will become payable only after the Named Executive Officer ends employment. The same is true of the items and amounts reported in the table for 2023 and 2022. In addition, the amounts in the Total column do not represent Total Compensation as defined for purposes of the Company’s compensation framework and philosophy and include elements that do not relate to 2024 performance. For additional information, see the Compensation Discussion and Analysis.

  119. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | Option Awards ($)2 | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) | | Michel A. Khalaf President and CEO | 2024 | 1,500,000 | 11,590,462 | 1,672,128 | 4,600,000 | 636,545 | 322,044 | 20,321,179 | | | 2023 | 1,475,000 | 11,285,532 | 1,597,381 | 4,800,000 | 1,088,180 | 279,916 | 20,526,009 | | | 2022 | 1,387,500 | 10,145,223 | 1,297,465 | 5,000,000 | — | 277,238 | 18,107,426 | | John D. McCallion EVP, CFO of MetLife, Inc., and Head of MIM | 2024 | 1,012,500 | 3,863,550 | 557,376 | 2,600,000 | 290,485 | 171,646 | 8,495,557 | | | 2023 | 980,000 | 4,414,433 | 528,784 | 2,700,000 | 460,687 | 189,425 | 9,273,329 | | | 2022 | 937,500 | 3,485,055 | 445,700 | 2,800,000 | 387,727 | 174,404 | 8,230,386 | | Bill Pappas EVP and Head of GTO | 2024 | 930,625 | 3,322,679 | 479,349 | 2,100,000 | 286,343 | 125,225 | 7,244,221 | | | 2023 | 901,250 | 3,624,013 | 448,921 | 2,200,000 | 343,987 | 128,050 | 7,646,221 | | | 2022 | 868,750 | 2,981,660 | 381,322 | 2,300,000 | 308,874 | 122,750 | 6,963,356 | | Ramy Tadros Regional President, U.S. Business, and Head of MLH | 2024 | 907,500 | 3,338,083 | 481,576 | 2,100,000 | 230,028 | 124,300 | 7,181,487 | | | 2023 | 876,250 | 3,643,454 | 451,678 | 2,200,000 | 360,686 | 127,050 | 7,659,118 | | | 2022 | 843,750 | 3,001,012 | 383,796 | 2,300,000 | 315,576 | 121,750 | 6,965,884 | | Marlene Debel EVP, CRO of MetLife, Inc., and Head of MII | 2024 | 815,000 | 2,125,006 | 306,558 | 2,000,000 | 271,475 | 122,796 | 5,640,835 | | | 2023 | 747,917 | 2,514,875 | 291,935 | 1,800,000 | 270,014 | 102,129 | 5,726,870 |

  120. Summary Compensation Table

    1The amounts reported for Stock Awards were calculated by multiplying the number of shares by the respective grant date fair value: $62.87 for February 27, 2024, $57.30 for August 31, 2023, $65.68 for February 28, 2023 and $62.83 for February 22, 2022, respectively. The amounts shown are the aggregate grant date fair value of the awards under ASC 718 consistent with the estimate of aggregate compensation cost to be recognized over the service period. For Performance Shares, the amounts are based on target performance, which is a total performance factor of 100%. This is the “probable outcome” of the performance conditions to which those awards are subject, determined under ASC 718. The grant date fair values of the Performance Shares assuming the highest level of performance conditions would be 1.75 times the amounts included in this column below, rounded down to the nearest whole Share, because the same grant date fair value per share would be used but the total performance factor used would be 175%. For 2024 Performance share awards, that would produce the following hypothetical Grant Date Fair Values:

  121. Summary Compensation Table

    | 2025 PROXY STATEMENT | 99 |

  122. Summary Compensation Table

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  123. Summary Compensation Table

    | Name | Hypothetical Grant Date Fair Value of 2024-2026 Performance Shares at Maximum Performance Level ($) | | Michel A. Khalaf | 16,703,805 | | John D. McCallion | 5,568,019 | | Bill Pappas | 4,788,494 | | Ramy Tadros | 4,810,687 | | Marlene Debel | 3,062,461 |

  124. Summary Compensation Table

    For a description of the assumptions made in determining the expenses of share awards, see Notes 1 and 19 of the Notes to the Consolidated Financial Statements in the 2024 and 2023 Form 10-K and Notes 1 and 16 of the Notes to the Consolidated Financial Statements in the 2022 Form 10-K. In determining these expenses, the Company assumed that each NEO would satisfy any service requirements for vesting of the award. As a result, while a discount for the possibility of forfeiture of the award for this reason was applied to determine the expenses of these awards as reported in the Company’s Annual Reports on Form 10-K, no such discount was applied in determining the expenses reported in this column. 2The amounts reported were calculated by multiplying the number of Stock Options by a grant date fair value per option of: $17.13 for February 27, 2024, $17.56 for February 28, 2023 and $15.18 for February 22, 2022, respectively. No monetary consideration was paid by a NEO for any awards. The amounts shown are the aggregate grant date fair value of the Stock Options granted in each year under ASC 718, consistent with the estimate of aggregate compensation cost to be recognized over the service period. For a description of the assumptions made in determining the expenses of Stock Option awards, see Notes 1 and 19 to the Consolidated Financial Statements in the 2024 and 2023 Form 10-K, Notes 1 and 16 to the Consolidated Financial Statements in the 2022 Form 10-K. In determining these expenses, it was assumed that each NEO would satisfy any service requirements for vesting of the award. As a result, while a discount for the possibility of forfeiture of the award was applied to determine the expenses of these awards as reported in the Company’s Annual Reports on Form 10-K, no such discount was applied in determining the expenses reported in this column. 3None of the Company’s NEOs had any above-market or preferential earnings on nonqualified deferred compensation in 2024 or any other year presented. The change in pension value reported in this column represents the increase in actuarial present value of any NEOs accumulated benefit under all defined benefit and actuarial pension plans in which the NEO participates. For 2022, the present value amounts of Mr. Khalaf’s Global Plan and Overseas Plan benefits, which are both frozen, decreased from 2021. These decreases were due to the large increase in the discount rate from 2021, partially offset by the increase in present value due to Mr. Khalaf’s increase in age. The present value amounts of Mr. Khalaf’s Retirement Plan and Auxiliary Retirement Plan benefits increased due to standard benefits earned in 2022. For 2022, the total change in present value for all pension plans combined for Mr. Khalaf was a decrease of $749,210. 4The amounts shown include the following items:

  125. Summary Compensation Table

    | Name | Employer Match Program Contributions ($)a | Perquisites and Other Personal Benefits ($)b | Total ($) | | Michel A. Khalaf | 252,000 | 70,044 | 322,044 | | John D. McCallion | 148,500 | 23,146 | 171,646 | | Bill Pappas | 125,225 | — | 125,225 | | Ramy Tadros | 124,300 | — | 124,300 | | Marlene Debel | 104,600 | 18,196 | 122,796 |

  126. Summary Compensation Table

    a The amounts reflect employer matching contributions to the Employer 401(k) and the Match Plan in 2024. b For Messrs. Khalaf, and McCallion, and Ms. Debel, the amount shown includes the incremental cost to the Company of (i) personal benefits in connection with a business conference, meeting, or other event, and (ii) items related to personal automobile travel. For Ms. Debel, the amount shown also includes the incremental cost to the Company of a personal security services assessment. For Mr. Khalaf, the amount shown reflects the incremental cost to the Company of (i) personal use of the Company’s leased aircraft, and (ii) $51,953 for security services during personal travel, which includes the costs for security personnel and security team equipment.

  127. Summary Compensation Table

    | 100 | |

  128. Summary Compensation Table

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  129. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The table below reflects equity awards granted to our Named Executive Officers in 2024. In addition, each Named Executive Officer serving as of February 2025 was eligible for a 2024 AVIP award at that time. The technical maximum amount prescribed by the governing plan, the 2015 Stock and Incentive Plan, in any given year is $10 million. The amounts of the 2024 AVIP awards paid to the NEOs do not approach this limit. For more information about non-equity incentive plan eligibility and awards made in 2025 based on 2024 performance, see the Summary Compensation Table and the Compensation Discussion and Analysis.

  130. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards1,3 | | | | | | | | | | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)2,3 | All Other Option Awards: Number of Securities Underlying Options (#)3 | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)4 | | Michel A. Khalaf | February 27, 2024 | 37,955 | 151,822 | 265,688 | | | | 9,545,049 | | | February 27, 2024 | | | | 32,534 | | | 2,045,413 | | | February 27, 2024 | | | | | 97,614 | 69.16 | 1,672,128 | | John D. McCallion | February 27, 2024 | 12,652 | 50,608 | 88,564 | | | | 3,181,725 | | | February 27, 2024 | | | | 10,845 | | | 681,825 | | | February 27, 2024 | | | | | 32,538 | 69.16 | 557,376 | | Bill Pappas | February 27, 2024 | 10,880 | 43,523 | 76,165 | | | | 2,736,291 | | | February 27, 2024 | | | | 9,327 | | | 586,388 | | | February 27, 2024 | | | | | 27,983 | 69.16 | 479,349 | | Ramy Tadros | February 27, 2024 | 10,931 | 43,725 | 76,518 | | | | 2,748,991 | | | February 27, 2024 | | | | 9,370 | | | 589,092 | | | February 27, 2024 | | | | | 28,113 | 69.16 | 481,576 | | Marlene Debel | February 27, 2024 | 6,958 | 27,835 | 48,711 | | | | 1,749,986 | | | February 27, 2024 | | | | 5,965 | | | 375,020 | | | February 27, 2024 | | | | | 17,896 | 69.16 | 306,558 |

  131. Grants of Plan-Based Awards in 2024

    1The amounts in these columns reflect a range of shares the Company may deliver to settle Performance Shares granted to each NEO in 2024. In each case, it is also possible that no shares will be delivered. If the 25% threshold performance factor in the metrics endorsed by the Compensation Committee applies, each NEO would receive the number of Performance Shares reflected in the Threshold column of this table. If the target performance factor applies, each NEO would receive the number of Performance Shares reflected in the Target column of the table. The maximum performance factor of 175% is reflected in the Maximum column of the table. 2The amounts in this column reflect the potential number of shares the Company may deliver to settle Restricted Stock Units granted to each NEO in 2024. In each case, it is also possible that no shares will be delivered. 3For a more detailed description of the material terms and conditions of these awards, see the Compensation Discussion and Analysis. 4The amount shown is the aggregate grant date fair value of stock and option awards determined pursuant to FASB Codification Topic 718. The assumptions used in calculating the grant date fair values of the grants made in 2024 are described under “Stock-Based Compensation Plans” in Note 19 to our consolidated financial statements in the 2024 Form 10-K.

  132. Grants of Plan-Based Awards in 2024

    | 2025 PROXY STATEMENT | 101 |

  133. Grants of Plan-Based Awards in 2024

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  134. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The table below presents information about: •Option Awards MetLife granted to the Named Executive Officers that were outstanding on December 31, 2024 because they had not been exercised or forfeited as of that date. •Performance Shares MetLife granted to the Named Executive Officers that were outstanding on December 31, 2024 because they had not vested as of that date. •Restricted Stock Units MetLife granted to the Named Executive Officers that were outstanding on December 31, 2024 because they had not vested as of that date.

  135. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards1, 6 | | | | Stock Awards1,6 | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested (#)4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Not Vested ($)5 | | Michel A. Khalaf | 28,817 | — | 46.85 | February 27, 2027 | | | | | | | 34,608 | — | 45.50 | March 1, 2028 | | | | | | | 90,726 | — | 44.65 | February 25, 2029 | | | | | | | 94,578 | — | 47.58 | February 24, 2030 | | | | | | | 90,126 | — | 57.43 | February 22, 2031 | | | | | | | 56,981 | 28,491 | 68.96 | February 21, 2032 | | | | | | | 30,322 | 60,645 | 71.73 | February 27, 2033 | | | | | | | — | 97,614 | 69.16 | February 26, 2034 | | | | | | | | | | | 62,249 | 5,096,948 | 513,318 | 42,030,478 | | John D. McCallion | 6,533 | — | 46.85 | February 27, 2027 | | | | | | | 10,712 | — | 45.50 | March 1, 2028 | | | | | | | 30,242 | — | 44.65 | February 25, 2029 | | | | | | | 34,048 | — | 47.58 | February 24, 2030 | | | | | | | 31,348 | — | 57.43 | February 22, 2031 | | | | | | | 19,574 | 9,787 | 68.96 | February 21, 2032 | | | | | | | 10,037 | 20,076 | 71.73 | February 27, 2033 | | | | | | | — | 32,538 | 69.16 | February 26, 2034 | | | | | | | | | | | 32,641 | 2,672,645 | 170,539 | 13,963,733 | | Bill Pappas | 27,430 | — | 57.43 | February 22, 2031 | | | | | | | 16,746 | 8,374 | 68.96 | February 21, 2032 | | | | | | | 8,521 | 17,044 | 71.73 | February 27, 2033 | | | | | | | — | 27,983 | 69.16 | February 26, 2034 | | | | | | | | | | | 25,695 | 2,103,907 | 145,759 | 11,934,747 | | Ramy Tadros | 5,933 | — | 45.50 | March 1, 2028 | | | | | | | 20,162 | — | 44.65 | February 25, 2029 | | | | | | | 28,374 | — | 47.58 | February 24, 2030 | | | | | | | 27,430 | — | 57.43 | February 22, 2031 | | | | | | | 16,855 | 8,428 | 68.96 | February 21, 2032 | | | | | | | 8,574 | 17,148 | 71.73 | February 27, 2033 | | | | | | | — | 28,113 | 69.16 | February 26, 2034 | | | | | | | | | | | 25,790 | 2,111,685 | 146,539 | 11,998,613 | | Marlene Debel | 10,600 | — | 46.85 | February 27, 2027 | | | | | | | 10,712 | — | 45.50 | March 1, 2028 | | | | | | | 12,013 | — | 44.65 | February 25, 2029 | | | | | | | 13,241 | — | 47.58 | February 24, 2030 | | | | | | | 15,674 | — | 57.43 | February 22, 2031 | | | | | | | 10,657 | 5,329 | 68.96 | February 21, 2032 | | | | | | | 5,541 | 11,084 | 71.73 | February 27, 2033 | | | | | | | — | 17,896 | 69.16 | February 26, 2034 | | | | | | | | | | | 19,331 | 1,582,822 | 93,967 | 7,694,018 |

  136. Outstanding Equity Awards at 2024 Fiscal Year-End

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  137. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  138. Outstanding Equity Awards at 2024 Fiscal Year-End

    1Each of these Option Awards are Stock Options. Each Option Award has an expiration date that is the day before the tenth anniversary of its grant date. Each Option Award becomes exercisable at a rate of one-third of each annual grant on each of the first three anniversaries of the grant date, subject to conditions. 2Each of these Stock Awards is Restricted Stock Units that vest in thirds on the first business day of March on or following each of the first three anniversaries of the grant date, except for a special one-time grant of Restricted Stock Units on August 31, 2023 to Messrs. McCallion (11,841 shares), Tadros (7,894 shares), and Pappas (7,894 shares), and Ms. Debel (7,894 shares) that will vest on the third anniversary of their date of grant. 3The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Restricted Stock Units reflected in the column entitled “Number of Shares or Units of Stock That Have Not Vested” multiplied by the closing price of a share on December 31, 2024, the last business day of that year. 4Each of these Stock Awards is made up of Performance Shares that vest at the end of a three-year performance period. The number of Stock Awards reported is the maximum number of shares that the Company could deliver for the following performance periods:

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Maximum Performance Sharesa | | | | 2023-2025 (#) | 2024-2026 (#) | | Michel A. Khalaf | 247,630 | 265,688 | | John D. McCallion | 81,975 | 88,564 | | Bill Pappas | 69,594 | 76,165 | | Ramy Tadros | 70,021 | 76,518 | | Marlene Debel | 45,256 | 48,711 |

  140. Outstanding Equity Awards at 2024 Fiscal Year-End

    a The Company has not yet delivered any shares for these Performance Shares. The number of shares the Company delivers may be lower than the amounts reflected in this table. Under the terms of the awards, the number of shares the Company delivers, if any, will depend on a performance factor that the Board determines based upon a three-year performance period. The maximum performance factor has been used to report these outstanding awards because it was not possible to determine the Company’s performance in 2025 or 2026 at the time this Proxy Statement was filed. 5The hypothetical amount reflected in this column for each Named Executive Officer is equal to the number of Performance Shares reflected in the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of a share on December 31, 2024, the last business day of that year. 6The Option Awards granted in 2017 and earlier reflect an adjustment made as of August 4, 2017. On that date, MetLife, Inc. completed the separation of Brighthouse Financial through a distribution of Brighthouse Financial, Inc. common stock to MetLife, Inc. common shareholders. LTI award holders did not receive anything in that distribution. As a result, in order to maintain the intrinsic value of the LTI pursuant to the anti-dilution provisions of the 2015 Stock and Incentive Plan (or other applicable plan), the Company increased Option Awards and Stock Awards outstanding as of that date by an adjustment ratio, and lowered the Option Awards’ exercise price by dividing it by the same adjustment ratio. The Company determined the adjustment ratio by dividing the $53.92 closing price of MetLife, Inc. common stock on August 4, 2017, by the $48.17 opening price of MetLife, Inc. common stock on August 7, 2017, the next trading day.

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 103 |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  143. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  144. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Michel A. Khalaf | 51,319 | 1,494,603 | 181,609 | 14,510,286 | | John D. McCallion | — | — | 62,303 | 4,978,752 | | Bill Pappas | — | — | 53,349 | 4,262,754 | | Ramy Tadros | — | — | 53,675 | 4,289,010 | | Marlene Debel | 22,810 | 995,147 | 33,792 | 2,701,692 |

  145. Option Exercises and Stock Vested in 2024

    1The amount for the value realized on exercise of Option Awards is the market value of shares when the executive exercised the Stock Option less the exercise price. 2These amounts include shares the Company delivered for Restricted Stock Units that vested in 2024. The value realized on vesting was determined using the closing price of a share on the vesting date. None of the NEOs had the opportunity to defer the shares that they might receive for these awards. These amounts also include shares deliverable for Performance Shares for the 2022-2024 performance period, which vested on December 31, 2024. The value realized on vesting was determined by multiplying the number of shares deliverable, by the closing price of shares on the vesting date. The number of shares deliverable for this award was calculated by multiplying the number of Performance Shares by the performance factor that pertained to the awards, which was 114.3%. For more information, see “Performance Shares” in How did we compensate our CEO and other Named Executive Officers? The NEOs who had a Performance Share award for the 2022-2024 performance period had the opportunity to defer shares deliverable for that award. None of them chose to defer any of those shares.

  146. Option Exercises and Stock Vested in 2024

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  147. Option Exercises and Stock Vested in 2024

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  148. Pension Benefits at 2024 Fiscal Year-End

    Pension Benefits at 2024 Fiscal Year-End

  149. Pension Benefits at 2024 Fiscal Year-End

    | Name | Plan Name | Number of Years Credited Service (#)1 | Present Value of Accumulated Benefit ($)2,3 | | Michel A. Khalaf | Retirement Plan | 5.67 | 146,520 | | | Auxiliary Plan | 5.67 | 3,037,769 | | | Global Plan | 2.42 | 1,172,050 | | | Overseas Plan | 27.66 | 2,339,387 | | John D. McCallion | Retirement Plan | 17.50 | 390,868 | | | Auxiliary Plan | 17.50 | 2,068,762 | | Bill Pappas | Retirement Plan | 4.08 | 95,377 | | | Auxiliary Plan | 4.08 | 1,046,773 | | Ramy Tadros | Retirement Plan | 6.33 | 134,352 | | | Auxiliary Plan | 6.33 | 1,324,329 | | Marlene Debel | Retirement Plan | 12.50 | 307,005 | | | Auxiliary Plan | 12.50 | 1,516,757 |

  150. Pension Benefits at 2024 Fiscal Year-End

    1Number of Years Credited Service reflects the number of years of service credited for determination of the amount of benefits, for those with sufficient service for purposes of eligibility, as of December 31, 2024, based upon each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 2024 audited financial statements. Service for eligibility is determined separately and by different criteria from service for the determination of amount of benefits. 2Present Value of Accumulated Benefit reflects the actuarial present value of accumulated pension benefits as of December 31, 2024, based upon each plan’s measurement date used for financial statement reporting purposes with respect to MetLife, Inc. 2024 audited financial statements. 3No Named Executive Officer received pension benefits payments in 2024.

  151. Mr. Khalaf’s Legacy Pension Benefits

    Mr. Khalaf’s Legacy Pension Benefits Mr. Khalaf did not accrue any benefits for his compensation and service in 2024 under either the Global Plan or the Alico Overseas Pension Plan (the Overseas Plan). However, his potential early retirement reduction factor under each plan changed as a result of the difference in his age from year-end 2023 to year-end 2024.

  152. Overseas Plan

    Overseas Plan Mr. Khalaf has participated in the Overseas Plan for over 28 years, dating back to his service with Alico and its affiliates prior to MetLife’s 2010 acquisition of that company. The Overseas Plan is for non-U.S.-based employees, and does not count compensation earned for services in the United States. The purpose of the Overseas Plan is to provide benefits for eligible employees based on length of service and base salary, excluding compensation for services to the Company while in the U.S. Eligible employees qualify for pension benefits after six months of service and become vested in their benefits after five years of service. The Overseas Plan is unfunded, and benefits under that plan are general unsecured promises of payment. Mr. Khalaf’s service for purposes of the Overseas Plan includes his period of service with Alico and its affiliates prior to the Company’s acquisition of Alico on the same basis as such service is credited to other similarly-situated employees. The Overseas Plan does not recognize service by any employee for the first six months of employment or service by an employee in the United States while the employee is a U.S. taxpayer, resident, or citizen. An employee’s annual benefit under the Overseas Plan is determined by multiplying the employee’s years of service since January 1, 1966, but not exceeding 40 years, by 1.75% of the employee’s average final compensation, less each of the following: (1) approximately 1.43% of any social security benefit which the employee is eligible to receive, multiplied

  153. Overseas Plan

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  154. Overseas Plan

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  155. Overseas Plan

    by the employee’s years of service, limited to 35 years; (2) the actuarial equivalent of the employer-contributed portion of any government-mandated defined contribution retirement plan, i.e., a “Provident Fund”; (3) any termination indemnity or severance allowance due under applicable law or labor agreement, not including any Company or affiliate severance plan, policy or agreement; (4) the actuarial equivalent of any employer contributions to any applicable defined contribution plan, and earnings on such contributions; and (5) the actuarial equivalent of the amount due to a participant from any other defined benefit plan sponsored by the Company or a Company affiliate. An employee’s final average compensation is calculated by looking back at the 10-year period prior to retirement or termination of employment and determining the consecutive three-year period during which the employee’s eligible compensation produces the highest average annual compensation. Eligible compensation is limited to base salary, but does not include salary for services to the Company while in the U.S. A participant may choose to receive benefits under the Overseas Plan as a 100% joint and survivor annuity, a 75% joint and survivor annuity, a 50% joint and survivor annuity, life annuity, or life and 10-year term certain annuity. The actuarial value of all forms of payment is substantially equivalent. Benefits may not be paid to an employee before the employee becomes retirement eligible. Participants qualify for normal retirement at age 65 with at least five years of service, and early retirement beginning at age 55 with at least 10 years of service. Early retirement payments are reduced from normal retirement benefits by an early retirement factor that depends on the employee’s age and years of service at the time payments begin. For each year prior to normal retirement that a participant’s payment starts, the annual payment is reduced by a stated percentage. For employees who were not yet age 54 as of January 1, 2006, including Mr. Khalaf, benefits accrued prior to January 1, 2006 are reduced by an early retirement factor of 3%. Benefits for such employees that accrued on or after January 1, 2006 are subject to the following early retirement reduction factors:

  156. Overseas Plan

    | Minimum Age | 60 | 60 | 55 | | Minimum Number of Years of Service | 30 | 25 | 10 | | Reduction Factor (%) | 3 | 4 | 5 |

  157. Overseas Plan

    Mr. Khalaf was eligible for early retirement benefits under the Overseas Plan in 2024.

  158. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    Nonqualified Deferred Compensation at 2024 Fiscal Year-End

  159. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    | Name | Plan Name | Registrant Contributions in Last FY ($)1 | Aggregate Earnings in Last FY ($)2 | Aggregate Balance at Last FYE ($)3,4 | | Michel A. Khalaf | Match Plan | 238,200 | 154,842 | 1,474,051 | | John D. McCallion | Match Plan | 134,700 | 164,060 | 1,375,258 | | Bill Pappas | Match Plan | 111,425 | 56,841 | 553,463 | | Ramy Tadros | Match Plan | 110,500 | 93,494 | 826,017 | | Marlene Debel | Match Plan | 90,800 | 18,495 | 659,822 |

  160. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    1Amounts in this column are reported as components of Employer 401(k) Program for 2024 in the “All Other Compensation” column of the Summary Compensation Table. 2None of the amounts in this column are reported for 2024 in the Summary Compensation Table. See the text pertaining to the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of that table. 3A portion of the amounts reported in this column is attributable to Match Plan contributions. These contributions are reflected in the “All Other Compensation” column of the Summary Compensation Tables in the Company’s previous Proxy Statements (beginning in 2007) for Named Executive Officers who were also named in those Proxy Statements: $929,400 for Mr. Khalaf; $647,640 for Mr. McCallion; $350,400 for Mr. Pappas, $487,600 for Mr. Tadros and $73,717 for Ms. Debel. 4No Named Executive Officer received payment of defined contribution nonqualified deferred compensation in 2024.

  161. Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End

    Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End The following table reflects hypothetical, estimated additional payments and benefits that would have been earned or accrued, or that would have vested or been issued or paid earlier than normal, for any of our Named Executive Officers. It is based on a hypothetical end of the Named Executive Officer’s employment on the last business day of 2024 (the Trigger Date) and the closing price of a share on the Trigger Date, $81.88 (the Trigger Date Closing Price).

  162. Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End

    | | | Death | | Severance-Eligible Termination (No Change-in-Control) | | | Change-in-Control (Assuming No Alternative Award) | | Change-in-Control Severance Eligible Termination | | | Name | Voluntary Resignation ($) | Accelerated Stock Options ($)1 | Issuance of Shares for Share Awards ($)2 | Severance Pay ($)3 | Out- placement ($)4 | Pro-Rata Delivery of Shares for Share Awards ($)5 | Accelerated Stock Options ($)1 | Issuance of Shares for Share Awards ($)2 | Severance Pay ($)6 | Benefits Continuation ($)7 | | Michel A. Khalaf | — | 2,225,301 | 29,114,399 | 1,240,385 | 3,071 | — | 2,225,301 | 29,114,399 | 12,633,333 | 148,584 | | John D. McCallion | — | 744,102 | 10,651,933 | 902,308 | 3,071 | — | 744,102 | 10,651,933 | 7,473,333 | 95,157 | | Bill Pappas | — | 637,133 | 8,923,774 | 594,952 | 3,071 | 3,141,100 | 637,133 | 8,923,774 | 6,157,295 | 89,804 | | Ramy Tadros | — | 640,539 | 8,968,071 | 615,865 | 3,071 | 3,157,400 | 640,539 | 8,968,071 | 6,296,667 | 89,221 | | Marlene Debel | — | 408,991 | 5,979,451 | 646,538 | 3,071 | — | 408,991 | 5,979,451 | 4,298,016 | 109,974 |

  163. Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End

    1Trigger Date unexercisable Options at Trigger Date Closing Price less exercise price. 2Trigger Date Outstanding Share Awards at Trigger Date Closing Price. Trigger Date Outstanding Share Awards, consist of (a) Trigger Date Outstanding Performance Awards, the executive’s 2023-2025 and 2024-2026 Performance Shares, each of which was outstanding as of the Trigger Date, at 100% of Performance Shares granted (Target Performance); and (b) Trigger Date Outstanding Restricted Awards, the executive’s Restricted Stock Units outstanding as of the Trigger Date. 328 weeks of Trigger Date annual salary rate plus one week of Trigger Date annual salary for every year of service, up to an overall maximum of 52 weeks’ base salary. 4Company’s cost for outplacement services. 5For Named Executive Officers whose age and service did not meet the Rule of 65 as of the Trigger Date, Trigger Date Outstanding Performance Awards, prorated for the performance period through the Trigger Date, at Trigger Date Closing Price. 6Two times the sum of Trigger Date annual salary rate and the average annual incentive awards for the three fiscal years prior to the change-in-control, subject to a “modified cap” for any U.S. Internal Revenue Code excise taxes. The Company would not have made the executive whole for any such taxes. 7Three-year actuarial present value of continued benefits, using assumptions in MetLife’s GAAP financial statements. The table above does not include payments or benefits under arrangements available on the same basis generally to all salaried employees in the jurisdiction in which the executive is employed. Any of the executive’s pension benefits and nonqualified deferred compensation are described in the Pension Benefits at 2024 Fiscal Year-End and Nonqualified Deferred Compensation at 2024 Fiscal Year-End tables.

  164. Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 111 |

  165. Potential Payments upon Termination or Change-in-Control at 2024 Fiscal Year-End

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  166. Pay versus Performance

    Pay versus Performance This Pay versus Performance (PvP) disclosure presents information required by the SEC regarding “compensation actually paid” to our CEO and other Named Executive Officers in relation to certain company financial measures for each of the fiscal years ending December 31, 2020, 2021, 2022, 2023 and 2024. MetLife’s compensation program and philosophy are described in the Compensation Discussion and Analysis section of this Proxy Statement, including a discussion of the linkage between the compensation awarded to our Named Executive Officers and Company performance metrics. The Compensation Committee did not consider this PvP disclosure when making incentive compensation decisions; the figures below have been calculated as required by SEC rules and do not reflect the actual amounts of compensation earned or paid to our CEO or other Named Executive Officers during the applicable years.

  167. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: 4 | | | | | Year | Summary Compensation Table Total for CEO1 ($) | Compensation Actually Paid to CEO1,2,3 ($) | Average Summary Compensation Table Total for Non-CEO NEOs1 ($) | Average Compensation Actually Paid to Non-CEO NEOs1,2,3 ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return5 ($) | Net Income6 (US GAAP) ($ in millions) | Company Selected Performance Measure: Adjusted Earnings6,7 ($ in millions) | | 2024 | 20,321,179 | 30,357,980 | 7,140,525 | 9,996,625 | 190.54 | 171.87 | 4,226 | 5,796 | | 2023 | 20,526,009 | 15,388,590 | 7,576,385 | 6,186,830 | 149.29 | 142.87 | 1,380 | 5,525 | | 2022 | 18,107,426 | 32,983,046 | 7,470,032 | 11,806,990 | 157.98 | 136.53 | 2,354 | 5,545 | | 2021 | 16,621,373 | 32,506,964 | 6,877,477 | 11,374,318 | 132.49 | 123.73 | 6,353 | 7,954 | | 2020 | 15,434,255 | 14,071,365 | 6,596,156 | 6,197,565 | 96.46 | 90.52 | 5,191 | 5,623 |

  168. Pay versus Performance

    1Michel A. Khalaf served as CEO for the full year of each year shown. The non-CEO Named Executive Officers (Non-CEO NEOs) included in 2020, 2021, and 2022 average compensation are John D. McCallion, Steven J. Goulart, Bill Pappas, and Ramy Tadros. The Non-CEO NEOs included in 2023 and 2024 average compensation are John D. McCallion, Bill Pappas, Ramy Tadros, and Marlene Debel. 2Compensation Actually Paid (CAP) is calculated as prescribed by the SEC based on the compensation disclosed in the “Total” column of the Summary Compensation Table (SCT Total), with specified adjustments for equity-based compensation and pensions. To calculate CAP, the required amounts were deducted from and added to the SCT Total as shown in the table below.

  169. Pay versus Performance

    | 2025 PROXY STATEMENT | 115 |

  170. Pay versus Performance

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  171. Pay versus Performance

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | | | | | Equity Component | Pension Component | Equity Componenti | | | Pension Componentii | | | Year | SCT Total ($) | Grant Date Fair Value of Equity Awards Granted in the Applicable Year ($) | Change in the Actuarial Present Value of Pension Benefits for the Applicable Year ($) | Fair Value of Current Year Equity Awards Unvested at End of Applicable Year ($) | Change in Fair Value of Prior Years' Awards Unvested at End of Applicable Year ($) | Change in Fair Value of Prior Years' Awards that Vested in Applicable Year ($) | Pension Service Costs ($) | CAP ($) | | CEO | | | | | | | | | | 2024 | 20,321,179 | 13,262,590 | 636,545 | 15,793,091 | 3,554,633 | 4,029,542 | 558,670 | 30,357,980 | | 2023 | 20,526,009 | 12,882,913 | 1,088,180 | 10,009,668 | (1,964,349) | 283,937 | 504,418 | 15,388,590 | | 2022 | 18,107,426 | 11,442,688 | — | 13,616,111 | 5,101,141 | 7,078,340 | 522,716 | 32,983,046 | | 2021 | 16,621,373 | 9,893,593 | 449,706 | 12,172,019 | 5,816,816 | 7,807,098 | 432,957 | 32,506,964 | | 2020 | 15,434,255 | 8,336,617 | 1,270,246 | 7,776,180 | (173,972) | 169,974 | 471,791 | 14,071,365 | | Non-CEO NEOs | | | | | | | | | | 2024 | 7,140,525 | 3,618,544 | 269,583 | 4,308,962 | 1,101,918 | 1,127,719 | 205,628 | 9,996,625 | | 2023 | 7,576,385 | 3,979,523 | 358,844 | 3,229,652 | (550,592) | 86,094 | 183,658 | 6,186,830 | | 2022 | 7,470,032 | 3,630,483 | 347,697 | 4,320,054 | 1,697,713 | 2,076,407 | 220,964 | 11,806,990 | | 2021 | 6,877,477 | 3,226,219 | 313,784 | 3,969,194 | 1,778,349 | 2,110,126 | 179,175 | 11,374,318 | | 2020 | 6,596,156 | 2,803,523 | 245,374 | 2,644,371 | (68,889) | (38,452) | 113,276 | 6,197,565 |

  172. Pay versus Performance

    iThere were no equity awards that were granted and vested in the applicable year or awards that failed to meet vesting conditions in the applicable year. iiThere was no cost for benefits during the applicable year that is attributed to services rendered in prior periods. 3The assumptions used in calculating the fair value of unvested equity awards as of December 31st of each year were consistent with those used to calculate the grant date fair value for the SCT Total, except that the expected level of achievement of any performance criteria applicable to outstanding Performance Shares was determined based on projections taking into account the expected level of achievement as of December 31st of the applicable year, the assumptions for the binomial lattice model used to value stock options were updated as of December 31st of each year, and the share price was determined for all equity compensation based on the value on December 31st of the applicable year (or the vest date if earlier, in all cases). The amounts shown do not constitute a promise or commitment by the Company to pay and final outcomes are likely to be different. 4Represents the Company’s one-year, two-year, three-year, four-year and five-year TSR as compared to the one-year, two-year, three-year, four-year and five-year TSR of the S&P 500 Life & Health Index. In each case, TSR is measured starting from December 31, 2019. 5The peer group is the S&P 500 Life & Health Insurance Index, which is shown in the performance graph in Part II, Item 5 of the Company’s 2024 Form 10-K. 6Amounts for 2020, 2021 and 2022 have not been restated to reflect the adoption of the LDTI accounting standard. The net income reported in this column is the net income that is disclosed in the Company’s audited GAAP financial statements. 7Adjusted Earnings means adjusted earnings available to common shareholders. See Appendix B for definitions of these non-GAAP measures and reconciliations to the most directly comparable measures that are based on GAAP. The following graphs show the relationships between CAP for our CEO and non-CEO NEOs versus select measures, as well as the relationship between Company TSR and Peer Group TSR.

  173. Pay versus Performance

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  174. Pay versus Performance

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  175. Pay versus Performance

    CAP vs. Company TSR:

  176. Pay Ratio

    Pay Ratio MetLife has calculated a reasonable estimate of the ratio of the CEO’s compensation to that of a median employee, using methods consistent with SEC rules for that purpose. For the 2024 pay ratio calculation, MetLife used the same median employee it identified for the 2022 and 2023 pay ratio calculation as described in its 2023 Proxy Statement. The Company believes there have been no changes that would significantly affect its pay ratio because it has not significantly changed its employee population or employee compensation arrangements. The determination of the total compensation of the median employee for calendar year 2024 included salary and incentive compensation earned for 2024, employer contributions to defined contribution plans, change in pension value, estimated cost of group medical and dental benefits, and recognition awards. The median employee’s total compensation required no annualization. The median employee’s 2024 total compensation was $82,703. The CEO’s 2024 total compensation was $20,344,574, which is $23,395 higher than the total column of the Summary Compensation Table due to the addition of the estimated cost of group medical and dental benefits. The resulting ratio of CEO to median employee 2024 total compensation was approximately 246:1.

  177. Pay Ratio

    | 2025 PROXY STATEMENT | 119 |

  178. Pay Ratio

    | Proxy Summary | Election of Directors | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |