DEF 14A of Metlife Inc, Apr 29, 2026

DEF 14A of Metlife Inc

Filed Apr 29, 2026 · FY20250001099219-26-000026

Open on EDGAR

  1. (Name of Registrant as Specified in Its Charter)

    | Summary Compensation Table | 84 | | Grants of Plan-Based Awards in 2025 | 85 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 86 | | Pension Benefits at 2025 Fiscal Year-End | 88 | | Option Exercises and Stock Awards Vested in 2025 | 90 | | Nonqualified Deferred Compensation at 2025 Fiscal Year-End | 90 | | Potential Payments upon Termination or Change-in- Control at 2025 Fiscal Year-End | 92 | | Pay versus Performance | 93 | | Pay Ratio | 97 | | Security Ownership Information | 98 | | Security Ownership of Directors and Executive Officers | 98 | | Security Ownership of Certain Beneficial Owners | 99 | | Other Information | 100 | | FAQs About the Annual Meeting | 100 | | Additional Information | 105 | | Appendix A — Compensation Discussion and Analysis Supplementary Information | A-1 | | Appendix B — Non-GAAP and Other Financial Disclosures | B-1 |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    Director Nominee Biographies1

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    | Daniel S. Glaser | Director since Feb. 24, 2026 | Less than 1 year of MetLife Board service | Age 65 | | \ | | | | | | Professional Highlights •Clayton, Dubilier & Rice, LLC, a private investment firm •Operating Partner (since 2023) •Executive Chairman, Focus Financial Partners (since 2023) •Chairman, CRC Group (since 2024) •Marsh & McLennan Companies, Inc., a global professional services firm •President and CEO (2013-2022) •Board Director (2013-2022) •Group President & Chief Operating Officer (COO) (2011-2012) •Chairman & CEO, Marsh (2007-2011) •Various positions (1982-1992) •American International Group, Inc. (AIG), a global insurance organization •Managing Director, AIG Europe (2002-2007) •President, Global Energy Division (2000-2001) •Willis (now Willis Towers Watson plc), a global advisory, broking and solutions company •President and COO, Willis Risk Solutions (1999-2000) •Various roles (1992-1999) Other U.S. Listed Public Company Directorships Within the Past Five Years •Marsh & McLennan Companies, Inc. (2013-2022) | | Alignment with MetLife’s Strategy and Key Board Contributions Mr. Glaser served as President and CEO of Marsh & McLennan Companies for nearly a decade, leading a global professional services firm specializing in risk and insurance services and consulting through the Marsh, Guy Carpenter, Mercer, and Oliver Wyman brands, among others. This experience demonstrates his proven ability to set and execute strategic vision for a large, complex, and international organization—an essential quality for advising MetLife’s management and providing oversight of the Company’s business operations. As a former Chair of the Federal Advisory Committee on Insurance, a committee that provides advice and recommendations to the Federal Insurance Office, and as a current Operating Partner at Clayton, Dubilier & Rice, a private investment firm, he brings his deep expertise in insurance, capital deployment, investment sourcing, and strategic transactions to the boardroom. Having served as a director and in leadership roles at other publicly traded companies, Mr. Glaser also brings an advanced understanding of corporate governance policies and best practices that strengthens the Board’s oversight. His experience managing operations across diverse international markets - navigating distinct economic conditions, regulatory frameworks, and cultures - equips him to guide MetLife’s global strategy and enhances the Board’s deliberations. | | Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Insurance / Financial Services •Global Leadership / Perspective MetLife Board Committees •Audit •Compensation •Finance and Risk Education •B.A., Ohio Wesleyan University •Advanced Management Program, Harvard Business School | | | |

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    | Carla A. Harris | Director since Apr. 27, 2022 | 4 years of MetLife Board service | Age 63 | | | | | | | | Professional Highlights •Morgan Stanley, a multinational investment bank and financial services firm •Senior Client Advisor (since 2021) •Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy (2012-2021) •Other senior positions focused on mergers and acquisitions (M&A), equity capital markets, and asset management (1987-2012) Other U.S. Listed Public Company Directorships Within the Past Five Years •Cummins Inc. (since 2021) •Walmart, Inc. (since 2017) | | Alignment with MetLife’s Strategy and Key Board Contributions With more than 30 years of experience as a senior leader at Morgan Stanley, a global financial services firm and investment bank, Ms. Harris brings deep capital markets and investment expertise that is critical to overseeing management’s efforts to allocate capital in ways that advance MetLife’s strategic objectives. Her client advisory and portfolio management work directly supports the Company’s strategic objective of accelerating growth in its asset management business. Ms. Harris’s strong understanding of the financial reporting process and internal controls strengthens the Board’s ability to evaluate the Company’s financial and operational performance. During her time at Morgan Stanley, Ms. Harris has advised clients across a wide range of industries, including technology, media, retail, telecommunications, transportation, industrial, and healthcare. Her cross-sector, cross-border experience provides the Board with valuable perspective as MetLife executes its global strategy. Ms. Harris’s service on other publicly traded company boards reinforces the Board’s sound corporate governance and effective oversight. As a published author on leadership, Ms. Harris also contributes meaningful expertise to the Board’s oversight of CEO and executive officer succession planning—an area critical to MetLife’s long-term sustainability. | | Director Core Competencies •Corporate Governance / Public Company Board •Global Leadership / Perspective •Investments •Financial Expertise / CFO / Audit MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment (Chair) Education •A.B. and M.B.A., Harvard University | | | |

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    1Information as of April 29, 2026. Tenure over one year and age data is rounded down to nearest year if less than one whole year.

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    | 2026 PROXY STATEMENT | 19 |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    | Laura J. Hay | Director since Feb. 27, 2024 | 2 years of MetLife Board service | Age 63 | | | | | | | | Professional Highlights •KPMG LLP, an audit, tax and advisory services firm •Partner (2000-2023) •Board Director, KPMG Americas (2013-2016) •Board Director, KPMG U.S. (2011-2016) •Global Head of Insurance (2017-2023) •US / Americas Head of Insurance (2011-2017) •US / Americas Actuarial Practice Leader (2009-2011) •National Industry Director, Life Insurance Segment (2007-2011) •Other employment and leadership roles at KPMG (1993-2000) Other U.S. Listed Public Company Directorships Within the Past Five Years •Everest Group, Ltd. (since 2025) •Hippo Holdings Inc. (since 2025) | | Alignment with MetLife’s Strategy and Key Board Contributions In her more than 30 years of experience at KPMG providing audit, tax, and advisory services to the financial services industry, Ms. Hay developed extensive expertise in technical accounting, audit, finance transformations, and client engagements. These skills are essential to understanding the financial reporting process, internal controls, and audit committee requirements, and they directly support the Board’s oversight of the Company’s accounting and financial reporting processes, the integrity of its consolidated financial statements, and its independent auditors. Ms. Hay’s deep expertise in the insurance sector, including risk identification and risk mitigation strategies, supports the Board’s oversight of risk, improves the Company’s resilience, and helps protect its customers’ assets, financial stability, and reputation. Guiding teams of professionals in the U.S. and around the world, Ms. Hay brings a global perspective shaped by navigating diverse international business and regulatory environments, providing valuable insight as MetLife executes its strategy across numerous jurisdictions. Her passion for cultivating the next generation of leaders, establishing employee engagement pipelines, and promoting knowledge transfer through training supports the Company’s commitment to investing in its people. This experience also strengthens the Board’s oversight of management succession planning. | | Director Core Competencies •Insurance / Financial Services •Global Leadership / Perspective •Financial Expertise / CFO / Audit •Risk Management MetLife Board Committees •Audit (Chair) •Executive •Finance and Risk Education •B.S., University of California, Berkeley •Asset / Liability Management Program, Wharton Executive Education | | | |

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    | R. Glenn Hubbard, Ph.D. | Director since Feb. 1, 2007 | 19 years of MetLife Board service | Age 67 | | | | | | | | Professional Highlights •Columbia University, a private research university •Graduate School of Business •Russell L. Carson Professor of Economics and Finance (since 1994); Dean Emeritus (since 2019); Dean (2004-2019) •Faculty of Arts and Sciences •Professor of Economics (since 1997) •Economic Policy Institutions •Co-Chair, Committee on Capital Markets Regulation (since 2006) •Chairman of Economic Policy Committee, Organization for Economic Cooperation and Development (2001-2003) •U.S. Government •Member, Panel of Economic Advisors, Congressional Budget Office (2004-2006; since 2025) •Panel of Economic Advisors, Federal Reserve Bank of New York (1993-2021; 2007-2017) •Chairman, President’s Council of Economic Advisers (2001-2003) •Deputy Assistant Secretary for Tax Policy, U.S. Department of the Treasury (1991-1993) Other U.S. Listed Public Company or RIC Directorships Within the Past Five Years •TotalEnergies SE (since 2021) •BlackRock Fixed Income Funds (a fund complex - 65 RICs consisting of 98 portfolios) (since 2019) | | Alignment with MetLife’s Strategy and Key Board Contributions Dr. Hubbard served as an economic and tax policy advisor at the highest levels of government, including service as Chairman of the President’s Council of Economic Advisers and Deputy Assistant Secretary for Tax Policy at the U.S. Department of Treasury. Combined with his role as professor of economics and finance at Columbia University and leadership of financial regulatory bodies, he has developed an unparalleled understanding of economic policies, financial and capital markets, and complex regulatory environments. Dr. Hubbard has demonstrated the ability to cultivate strong relationships with regulators and policymakers. This expertise is essential to overseeing MetLife’s heavily regulated businesses. It also contributes to the Board’s understanding of how evolving economic conditions and emerging regulatory developments may impact the Company’s global investments and operations. As Co-Chair of the Committee on Capital Markets Regulation, he brings his in-depth knowledge of critical financial regulatory policy issues, which supports the Board’s oversight of management’s efforts to effectively deploy capital to meet MetLife’s strategic goals. Dr. Hubbard’s expertise, gained from other publicly traded company boards, also extends to sustainability matters, contributing to the Board’s oversight of policies and programs that relate to MetLife’s purpose and drive long-term value for shareholders. | | Chairman of the Board since 2019 Director Core Competencies •Corporate Governance / Public Company Board •Regulatory / Government •Investments •Sustainability MetLife Board Committees •Executive •Governance and Corporate Responsibility •Investment Education •B.A. and B.S., University of Central Florida •Ph.D. and A.M., Harvard University | | | |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    | Jeh C. Johnson | Director since Feb. 28, 2023 | 3 years of MetLife Board service | Age 68 | | | | | | | | Professional Highlights •Paul, Weiss, Rifkind, Wharton & Garrison LLP, a multinational law firm •Partner and Co-Head of the Cybersecurity & Data Protection Practice Group (2017-2025) •Partner (prior to and between periods of government service 1994-2025) •U.S. Government •Secretary, Department of Homeland Security (2013-2017) •General Counsel, U.S. Department of Defense (2009-2012) •General Counsel, U.S. Department of the Air Force (1998-2001) •Assistant U.S. Attorney, U.S. Attorney’s Office for the Southern District of New York (1989-1991) Other U.S. Listed Public Company Directorships Within the Past Five Years •Lockheed Martin Corporation (2018-2024) •U.S. Steel Corporation (2020-2025) | | Alignment with MetLife’s Strategy and Key Board Contributions Secretary Johnson is a distinguished lawyer and former partner at Paul, Weiss, with an exceptional track record of leading large and complex institutions. His career reflects a demonstrated ability to implement management practices at the highest levels of private practice and government. As U.S. Secretary of Homeland Security, he oversaw the third largest cabinet department of the U.S. government. As General Counsel of both the Department of Defense and Air Force, he developed extensive experience navigating complex regulatory environments, managing risk, and building strong relationships with policymakers. These skills enhance the Board’s ability to oversee MetLife’s highly regulated operations. Secretary Johnson has testified before Congress on cybersecurity numerous times since leaving government service. His deep expertise in this area reflects direct experience with the oversight and assessment of technology’s impact on organizations, including with respect to privacy, cybersecurity, and data management, and provides valuable insight to the Board as it oversees the Company’s information security program. In addition, his tenure on other publicly traded company boards has deepened his command of governance frameworks, enabling him to contribute to the Board’s oversight effectiveness. | | Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Regulatory / Government •Technology MetLife Board Committees •Audit •Executive •Governance and Corporate Responsibility (Chair) Education •B.A., Morehouse College •J.D., Columbia Law School | | | |

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    | William E. Kennard | Director since Sept. 17, 2013 | 12 years of MetLife Board service | Age 69 | | | | | | | | Professional Highlights •Velocitas Partners LLC, a global asset management firm •Co-Founder and Non-Executive Chairman (since 2013) •Astra Capital Management, a private equity firm •Co-Founder (since 2016) •Staple Street Capital, a private equity firm •Member of Operating Executive Board (since 2013) •The Carlyle Group, a private equity firm •Managing Director (2001-2009) •U.S. Government •Ambassador, U.S. Mission to the European Union (2009-2013) •Chairman, U.S. Federal Communications Commission (FCC) (1997-2001) •General Counsel, FCC (1993-1997) •Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper), a government affairs law firm •Partner (1984-1993) Other U.S. Listed Public Company Directorships Within the Past Five Years •Ford Motor Company (since 2015) •AT&T Inc. (since 2014) •Duke Energy Corporation (2014-2021) | | Alignment with MetLife’s Strategy and Key Board Contributions Ambassador Kennard brings extensive experience in diplomacy, telecommunications regulation, public policy, law, private equity, and asset management to the boardroom. As U.S. Ambassador to the European Union, he promoted transatlantic trade and investment, reduced regulatory barriers to commerce, and gained significant exposure to international business, economic, political, and regulatory environments that is essential to executing MetLife’s global strategy. As FCC Chairman, Ambassador Kennard shaped policies that advanced the adoption of new technologies, drove large-scale infrastructure investments, and promoted consumer access. This leadership uniquely positions him to advise MetLife’s executive officers as they manage the Company’s complex, regulated businesses in a rapidly evolving, technological environment. With over twenty years of experience in the private equity and asset management space, Ambassador Kennard also demonstrates in-depth knowledge of investment decision-making, asset management strategies, and capital deployment that is important for overseeing management’s effort to allocate capital as the Company pursues its strategic goals. In addition, his publicly traded company board experience broadens his perspective on corporate governance matters and equips him to support the Board across its strategy, risk, and sustainability oversight functions. | | Director Core Competencies •Corporate Governance / Public Company Board •Global Leadership / Perspective •Regulatory / Government •Investments MetLife Board Committees •Compensation •Executive •Finance and Risk (Chair) •Investment Education •B.A., Stanford University •J.D., Yale Law School | | | |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    | Michel A. Khalaf | Director since May 1, 2019 | 6 years of MetLife Board service | Age 62 | | | | | | | | Professional Highlights •MetLife, Inc. •President and CEO (since 2019) •President, U.S. Business and EMEA (2017-2019) •President, EMEA (2011-2017) •MetLife Executive Officer (since 2011) •EVP, Middle East, Africa and South Asia Region (2010-2011) •American Life Insurance Company (Alico) (acquired by MetLife from AIG in 2010), an insurance company •Regional President, MEASA Region, Alico (2008-2010) •Deputy President & COO, AIGPhilamlife, Philippines (2006-2008) •Regional Senior Vice President (SVP), AIG-Amplico Life, Poland (2001-2006) •General Manager, Alico Egypt (1996-2001) •COO, Alico Unionvita, Italy (1994-1996) •Deputy General Manager, Alico Bahamas (1992-1994) •Regional Investment Manager, Alico Paris (1990-1992) •Mr. Khalaf began his career as an investment officer at Alico in Wilmington, Delaware | | Other U.S. Listed Public Company Directorships Within the Past Five Years •None Alignment with MetLife’s Strategy and Key Board Contributions Mr. Khalaf’s successful career in the life insurance industry, culminating in his role as President and CEO of MetLife, demonstrates a proven capacity to define and advance MetLife’s strategic direction, pursue disciplined and responsible growth, and spearhead organizational transformation across a global enterprise. His deep understanding of MetLife’s business segments, capital structure, and the financial and regulatory environment in which it operates is essential to the oversight, development, and execution of MetLife’s New Frontier strategy. Mr. Khalaf’s prior leadership roles spanning EMEA, Asia, and the U.S. reflect his significant experience and deep familiarity with operating across varied markets and economic environments, regulatory regimes, and cultural landscapes, enabling him to bring a global perspective to MetLife’s businesses. His leadership in modernizing MetLife’s operations through enterprise-wide technology initiatives reflects a strategic vision for harnessing innovation at scale—a quality essential to guiding the Company through its digital transformation. As MetLife advances its New Frontier strategy, Mr. Khalaf’s unique insights continue to guide the Company’s businesses. | | Director Core Competencies •CEO or Similar Executive Leadership •Insurance / Financial Services •Global Leadership / Perspective •Technology MetLife Board Committees •Executive (Chair) Education •B.S., Engineering, Syracuse University •M.B.A., Finance, Syracuse University | | | |

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    | Diana L. McKenzie | Director since Nov. 1, 2018 | 7 years of MetLife Board service | Age 61 | | | | | | | | Professional Highlights •Advisory or Consulting Roles •Brighton Park Capital Management, L.P. and Metis Strategy, LLC (since 2019); DLM Horizons, LLC and BrightInsight, Inc. (since 2020); Sparrow Healthcare Inc. and Red Cell Partners (since 2024) •Workday, Inc., a cloud-based financial and human capital management software company •Chief Information Officer (CIO) (2016-2019) •Amgen, Inc., a multinational biotechnology company •SVP and CIO (2010-2016) •Leadership roles (2004-2010): Enterprise Technology Services and Enterprise Architecture; and Information Systems, Product Development and Commercialization •Eli Lilly and Company, a multinational pharmaceutical company •Group Director, Lilly Research Laboratories, Product Development and Commercialization (2000-2004) •Various Information Systems leadership roles supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning (1987-1999) | | Other U.S. Listed Public Company Directorships Within the Past Five Years •Agilon Health, Inc. (since 2023) •Vertex Pharmaceuticals Inc. (since 2020) •Change Healthcare Inc. (2019-2022) Alignment with MetLife’s Strategy and Key Board Contributions A technology consultant with nearly three decades of experience culminating in her roles as CIO of Workday and Amgen, where she oversaw each company’s global information technology organization, Ms. McKenzie is a proven leader and innovator. She serves in advisory roles at various healthcare- and technology-focused companies and brings extensive expertise in the oversight, development, and adoption of scalable innovative technologies, cybersecurity, and data management to the Board. These competencies support the Board’s oversight as MetLife integrates scalable platforms, continues to strengthen its cybersecurity program, and deploys data-driven tools to improve operational performance and enhance customer experience. Ms. McKenzie’s leadership at Workday and Amgen provided significant international business exposure, supporting the Board’s oversight of MetLife’s global strategy. Her experience navigating regulatory frameworks governing product development, approval, and commercialization strengthens the Board’s understanding of complex regulatory and compliance requirements. At Workday, Ms. McKenzie became a thought leader in human capital management, developing a future of work program and leveraging internal talent to drive client-focused product solutions—experiences that helped manage, identify, and fully engage the talent. This human capital management experience provides the Board with valuable insight as it oversees strategies that align with MetLife’s business goals. | | Director Core Competencies •Global Leadership / Perspective •Regulatory / Government •Technology •Human Capital Management MetLife Board Committees •Audit •Compensation •Finance and Risk Education •B.S., Purdue University •Information Technology Management Program, University of California, Los Angeles | | | |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    | Christian S. Mumenthaler, Ph.D. | Director since May 1, 2025 | Less than 1 year of MetLife Board service | Age 56 | | | | | | | | Professional Highlights •Swiss Re AG, a provider of reinsurance, insurance, and other forms of insurance-based risk transfer •Group CEO (2016-2024) •CEO, Reinsurance (2011-2016) •Chief Marketing Officer, Reinsurance (2011-2011) •Head of Life & Health in the (Re)Insurance Product (2007-2010) •Chief Risk Officer (2005-2007) •Attended most Swiss Re Group Board meetings between (2005-2024) •Head of Group Retro and Syndication (2002-2005) •Manager in Group Strategic Planning (1999-2002) •Boston Consulting Group, a management consulting firm •Associate (1997-1998) Other U.S. Listed Public Company Directorships Within the Past Five Years •None | | Alignment with MetLife’s Strategy and Key Board Contributions Dr. Mumenthaler spent more than 25 years with Swiss Re AG, including serving as Group CEO. He held numerous executive leadership positions and demonstrated his ability to chart and implement enterprise-wide strategies for a major, multinational insurance and reinsurance group and advance large-scale operational and strategic change. Dr. Mumenthaler’s has a deep understanding of the insurance and reinsurance industries, including the financial and regulatory environments in which they operate. This expertise provides the Board with a valuable perspective on MetLife’s complex business and capital structure and supports the execution of the Company’s New Frontier strategy. Dr. Mumenthaler led Swiss Re AG’s operations across diverse international markets, managing through differing political, economic, regulatory, and cultural climates worldwide. This experience positions him well to oversee management’s plans to expand in high-growth international markets by leveraging the Company’s competitive strengths. His focus on innovative solutions to manage risk and build organizational resilience—demonstrated while leading Swiss Re AG through periods of elevated natural catastrophes and challenging economic conditions— makes him well-suited for the MetLife Board. He strengthens the Board’s oversight of risk management as senior management identifies, assesses, and mitigates the Company’s current and future risks to protect its customers, assets, financial stability, and reputation. | | Director Core Competencies •CEO or Similar Executive Leadership •Insurance / Financial Services •Global Leadership / Perspective •Risk Management MetLife Board Committees •Finance and Risk •Investment Education •M.S. and Ph.D., ETH Zurich (Swiss Federal Institute of Technology) | | | |

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    | Michelle Seitz | Director since Feb. 24, 2026 | Less than 1 year of MetLife Board service | Age 60 | | | Professional Highlights •MeydenVest Partners, an investment and strategic advisory firm •Founder/CEO (since 2022) •Russell Investments Group LLC, a global investment solutions provider •Chairman (2018-2022) •CEO (2017-2022) •William Blair & Company, LLC, an asset management and investment banking company •CEO, WB Investment Management (2001-2017) Other U.S. Listed Public Company Directorships Within the Past Five Years •MSCI Inc. (since 2024) •Sana Biotechnology, Inc. (since 2020) | | Alignment with MetLife’s Strategy and Key Board Contributions Ms. Seitz’s career spanning nearly 40 years, culminating in her roles as Founder and CEO of MeydenVest Partners and former Chair and CEO of Russell Investments Group, demonstrates her leadership expertise and ability to shape and carry out a strategic agenda, foster responsible growth, and enhance corporate culture. She has led business transformation efforts that are profitable, scalable, client-focused, and sustainable—qualities essential for the Board as it advises management through its execution of the Company’s New Frontier strategy and oversees MetLife’s complex business operations. At Russell Investments Group, a firm with a global client base and operations spanning multiple regions, she Ms. Seitz brings firsthand experience navigating international markets and deep knowledge of investing, capital markets, risk management, and regulatory considerations impacting global investment companies. This expertise supports the MetLife’s global strategy and the Board’s oversight of management’s efforts to grow its asset management business. As a former chair and director of Russell Investments Group and director of other publicly traded companies, Ms. Seitz contributes a well-developed corporate governance perspective that bolsters the Board’s oversight responsibilities. | | Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Global Leadership / Perspective •Investments MetLife Board Committees •Compensation •Governance and Corporate Responsibility •Investment Education •B.S., Indiana University | | | |

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    | 2026 PROXY STATEMENT | 23 |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    | Mark A. Weinberger | Director since Aug. 21, 2019 | 6 years of MetLife Board service | Age 64 | | | Professional Highlights •Advisory or Consulting Roles •Teneo and Stone Canyon Industries, Inc. (since 2020); Tanium Inc. (since 2021); A FIN MANAGEMENT LLC (d.b.a Affinity Partners) (since 2024) •EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services •Global Chairman and CEO (2013-2019) •Global Chairman and CEO-elect (2012-2013) •Global Vice Chairman, Tax (2008-2012) •Partner, EYEA, LLP, a member firm of EY (2008-2019) •Other senior roles (1987-2001, 2002-2008) •U.S. Government •Member, President’s Strategic and Policy Forum (2017) •Member, President’s Infrastructure Task Force (2015-2016) •Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001-2002) •Member, U.S. Social Security Administration Advisory Board (2000-2001) •Chief of Staff, President’s Bipartisan Commission on Entitlement and Tax Reform (1994) •Chief Tax and Budget Counsel, U.S. Senate (1991-1994) •Washington Counsel, P.C., a law and legislative advisory firm •Co-Founder and Principal (1996-2000) •Oldaker, Ryan & Leonard, a law firm •Partner (1995-1996) | | Other U.S. Listed Public Company Directorships Within the Past Five Years •JPMorgan Chase & Co. (since 2024) •Johnson & Johnson, Inc. (since 2019) •Accelerate Acquisition Corp. (2021-2022) Other Non-U.S. Listed Public Company Directorships Within the Past Five Years •Saudi Arabian Oil Company (Aramco) (since 2020) Alignment with MetLife’s Strategy and Key Board Contributions As former Global Chairman and CEO of EY, one of the world’s largest professional services organizations, Mr. Weinberger has demonstrated the capacity to lead a large, complex organization through significant transformation across multiple business lines, geographies, and regulatory environments. His experience setting and executing EY’s strategic vision enables him to contribute meaningfully to the Board’s oversight of the Company’s operations. Combined with his career spanning advisory and professional services, government, and law, this experience enriches the Board’s oversight deliberations. During his tenure at EY, Mr. Weinberger oversaw operations in numerous countries and navigated varied international business, economic, political, and regulatory environments, equipping him to support the Board as MetLife executes its global strategy. Mr. Weinberger also expanded EY’s digital and operational capabilities in cybersecurity, AI, and data management. This direct experience with the development and adoption of innovative technologies further supports the Board as MetLife advances its technology strategy. His leadership on EY’s highest governing body and service on other publicly traded company boards provide him with a broad perspective on board-level oversight of technology and data management considerations across industries. | | Director Core Competencies •CEO or Similar Executive Leadership •Corporate Governance / Public Company Board •Global Leadership / Perspective •Technology MetLife Board Committees •Audit •Compensation (Chair) •Executive •Governance and Corporate Responsibility Education •B.A., Emory University •M.B.A. and J.D., Case Western Reserve University •LL.M. in Taxation, Georgetown University Law Center | | | |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

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    Information About the Board of Directors Corporate Governance Framework The Board recognizes the importance of a strong corporate governance framework as the foundation for effective oversight. This framework provides the Board with the authority to oversee the Company’s business and affairs, monitor and evaluate management decision-making, promote a culture of integrity and ethical conduct, and hold management accountable. Highlighted below are foundational documents that form the core of this framework.

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    | Foundational Documents | •Certificate of Incorporation •MetLife, Inc. By-Laws (By-Laws) •Corporate Governance Guidelines (Governance Guidelines) •Board Committee Charters •Directors’ Code of Business Ethics •Code of Business Ethics •Financial Management Code of Business Ethics | •Insider Trading Policy •Related Person Transactions Policy •Performance-Based Compensation Recoupment Policy •Recoupment of Erroneously Awarded Compensation under Dodd-Frank Wall Street Reform and Consumer Protection Act Policy |

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    The Board adopted the Governance Guidelines, which set forth the Board’s policies on a number of important governance-related matters, including:

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    | Governance Guidelines | •Director independence requirements •Director candidate identification and qualifications •Director resignation policy due to changes in a Director’s principal occupation or primary business association •Director mandatory retirement age policy •Majority voting standard in Director elections •Director responsibilities for overseeing the management of the Company’s business and advising its executive officers •Evaluation of potential conflicts due to Director membership on other public company boards or audit committees •Director limitation on other public company boards •Compliance with Directors’ Code of Business Ethics •Election of Chairman of the Board •Election of a Lead Director by the Independent Directors if the Chairman of the Board is not an Independent Director •Duties of the Independent Chairman and Lead Director | •Board leadership emergency succession plan •Board Committees, including Committee leadership •Annual review of management succession plans for the Company’s CEO and each of its other executive officers •Director access to management and outside advisors •Director compensation and expenses •Director share ownership guidelines •Director orientation and continuing education •Annual Board performance evaluation •Biennial individual self- and peer-Director performance evaluation •Annual Governance Guidelines review •Annual review of the Company’s financial business plan •Annual in-depth review, with executive officers, of the Company’s strategic plans and goals and significant business challenges and opportunities |

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    The Governance Guidelines and the By-Laws provide for a majority voting standard in uncontested Director elections. A printable version of the Governance Guidelines is available on MetLife’s website at www.metlife.com/about-us/corporate- governance/ under “Related Links” “Corporate Governance Guidelines.”

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    | 2026 PROXY STATEMENT | 25 |

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    Table of Contents

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    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  45. Board3

    Board Composition Board Leadership Structure The Board believes that flexibility in its leadership structure best serves the Company and its shareholders. After considering the Company’s strategy and prevailing governance practices, the Board determined that continued separation of the roles of chief executive officer and chairman is the most effective structure at this time. This approach strengthens the Board’s independent oversight of MetLife management. The Board regularly discusses the Company’s leadership structure with shareholders during engagement meetings and considers feedback in its ongoing evaluation. R. Glenn Hubbard has served as the Company’s independent Chairman of the Board since May 1, 2019, and was elected by the Board based on his leadership experience and expertise in economics, public policy, and regulatory matters. Defined Duties of the Chairman The Chairman’s duties and responsibilities focus on promoting corporate governance best practices and ensuring effective Board oversight on behalf of the Company’s shareholders.

  46. Board3

    | Board Governance and Leadership | •Presides over shareholder meetings, Board meetings, and executive sessions of Directors, with authority to call meetings of the Independent Directors and special meetings of the Board •Provides input on the composition of the Board and the membership and leadership of its committees •Represents the Board as appropriate in communications with shareholders and other stakeholders •Approves information sent to the Board for Board meetings and reviews information for Board committee meetings, as appropriate | | Chairman of the Board R. Glenn Hubbard | | | | Principal Standing Committee Chairs | | | Advisor to CEO | •Establishes a relationship of trust with the CEO, providing guidance and mentorship as appropriate •Promotes and facilitates effective communication, and serves as a conduit between the Board, the CEO, and other members of management •Sets the agenda for Board meetings and reviews agendas for Board committee meetings in coordination with the CEO •Confers with the CEO on matters of importance that may require Board and/or Board committee action or oversight, ensuring the Board and Board committees focuses on key issues and tasks facing the Company | Laura J. Hay Audit | | | | | Mark A. Weinberger Compensation | | | Board Effectiveness and Succession Planning | •Approves Board meeting schedules and reviews the Board committees’ meeting schedules to ensure that there is sufficient time for discussion of all agenda items •Provides guidance to the Board regarding the ongoing development of Directors •On behalf of the Board, leads biennial individual self- and peer-Director evaluations, and provides one-on-one feedback to each Director •Ensures the efficient and effective performance and functioning of the Board and Board committees •Participates in the Compensation Committee’s annual performance evaluation of the CEO •Oversees CEO and management succession planning with the Chair of the Governance Committee •Assists the Board, the Governance Committee, and management in promoting corporate governance best practices | William E. Kennard Finance and Risk | | | | | Jeh C. Johnson Governance | | | | | Carla A. Harris Investment | |

  47. Board3

    Independent Principal Standing Committees Each of the Principal Standing Committees is composed entirely of Independent Directors and chaired by an Independent Director (defined in “Independent Oversight of Management”) with demonstrated subject-matter expertise and strong leadership skills. Together, the independent Chairman of the Board, Principal Standing Committee Chairs, Independent Directors, and the CEO (who, as a management Director, chairs the Executive Committee), support effective independent oversight of the Company and management.

  48. Board3

    | 26 | |

  49. Board3

    Table of Contents

  50. Board3

    | Proxy Summary | Corporate Governance | Audit Matters | Executive Compensation | Security Ownership Information | Other Information | Appendices |

  51. Board3

    Independent Oversight of Management Except for Michel A. Khalaf, the Company’s President and CEO, none of the Director nominees or the incumbent Directors not standing for re-election are officers of the Company or of any entity in a consolidated group with the Company. Annually and as necessary, the Board reviews the independence of Non-Management Directors. The Board has affirmatively determined that each Non-Management Director is an Independent Director, having no material relationship with the Company and satisfying the independence requirements under the New York Stock Exchange (NYSE), SEC regulations and other applicable law, including the categorical independence standards set forth in the Governance Guidelines, as well as applicable financial literacy and committee-specific requirements. Accordingly, a majority of the Board is independent. For more information, see “Director Independence” in the Governance Guidelines, which is available on MetLife’s website at www.metlife.com/about-us/corporate- governance/ under “Related Links” “Corporate Governance Guidelines.” Independence

  52. Board3

    | ¢ | 12 | Independent Directors — Non-Management Directors | | ¢ | 1 | Non-Independent Director — Management Director |

  53. Board3

    Independent Oversight of Outside Consultants Independent Auditors and Other Advisors The Audit Committee is solely and directly responsible for appointing (subject to shareholder ratification where appropriate), terminating, approving the fees and terms of engagement of, and overseeing the work of the Company's independent auditor engaged to prepare or issue an audit report. The Company’s independent auditor makes reports directly to the Audit Committee and is accountable to the Committee. The Audit Committee evaluates the independent auditor’s qualifications, performance, and independence, reviews and evaluates the lead partner on the independent auditor’s engagement, and presents its conclusions to the Board. The Audit Committee also oversees regular rotation of the audit engagement team partners to the extent required by law.

  54. Board3

    | To help ensure its objectivity and independence, the independent auditor: | | •periodically, and at least annually, submits to the Audit Committee a formal written statement delineating all relationships between the independent auditor and the Company | | •discusses with the Audit Committee any disclosed relationships or services that might impact the independent auditor’s objectivity and independence | | •considers whether the non-audit services provided to the Company by the independent auditor is compatible with the maintenance of the auditor’s independence |

  55. Board3

    For information on the Audit Committee’s oversight of the Company’s independent auditor, Deloitte & Touche LLP, see Proposal 2 - Ratification of Appointment of Deloitte as the Company’s Independent Auditor for 2026. The Audit Committee may engage independent counsel and other advisors to carry out its oversight responsibilities. The Company must provide appropriate funding, as determined by the Audit Committee, for the compensation of such advisors, and for the Committee’s ordinary administrative expenses that are necessary or appropriate in carrying out its duties. Compensation Consultant and Other Advisors

  56. Governance Committee

    | To help ensure its objectivity and independence, Meridian: | | | •reports directly to both Committees on executive and Non-Management Director compensation matters •meets with both Committees in executive sessions, without Company management present, as appropriate | •has direct access to both Committees’ chairs and members between meetings •provides no other services to the Company or its affiliates or subsidiaries |

  57. 6 Re-Nomination

    | Name1 | Fees Earned or Paid in Cash ($) | Stock Awards2 ($) | All Other Compensation3,4 ($) | Total ($) | | Cheryl W. Grisé5 | 75,000 | 87,578 | 912 | 163,490 | | Carlos M. Gutierrez | 150,000 | 175,081 | 1,704 | 326,785 | | Carla A. Harris6 | 175,000 | 175,081 | 1,704 | 351,785 | | Laura J. Hay6 | 190,000 | 175,081 | 1,704 | 366,785 | | David L. Herzog5 | 52,597 | 61,445 | 648 | 114,690 | | R. Glenn Hubbard, Ph.D.4, 6 | 275,000 | 300,242 | 31,150 | 606,392 | | Jeh C. Johnson | 150,000 | 175,081 | 1,704 | 326,785 | | Edward J. Kelly, III5 | 75,000 | 87,578 | 912 | 163,490 | | William E. Kennard6 | 190,000 | 175,081 | 6,704 | 371,785 | | Diana L. McKenzie | 150,000 | 175,081 | 6,704 | 331,785 | | Denise M. Morrison6 | 175,000 | 175,081 | 1,704 | 351,785 | | Christian S. Mumenthaler, Ph.D.5 | 97,890 | 114,250 | 1,176 | 213,316 | | Mark A. Weinberger6 | 180,000 | 175,081 | 1,704 | 356,785 |

  58. The Company’s compensation program excludes practices that would be contrary to the Company’s compensation

    •does not provide “single trigger” change-in-control severance, or any automatic “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 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 tax gross-up for change-in-control related payments, or tax gross-up for any perquisites or benefits, other than for 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. Say-on-Pay Vote and Shareholder Engagement The Committee reviews the results of the Company’s “Say on Pay” vote, discusses input provided by shareholders as part of the Company’s governance shareholder engagement process, and considers both when reviewing the Company’s executive compensation program. In 2025, 95% of shares voted to approve the Company’s executive compensation program and the resulting compensation described in the 2025 Proxy Statement (excluding abstentions). Since 2011, the Company’s vote has been on average 96% positive. Because the 2025 vote was advisory, the result was not binding on the Committee. However, the Committee took into account that strong support in reviewing the program. The Company has also discussed the vote, along with aspects of its executive compensation, business strategy, corporate governance practices, talent management, and corporate responsibility initiatives, with several of its largest shareholders to gain a deeper understanding of their perspectives. See Shareholder Engagement for more information. With regard to executive compensation, in recent years shareholders generally: •praised the quality of the Company’s disclosure, consistency in program design, performance metrics, and clear articulation of business strategy; •supported the Company’s executive compensation program design and its alignment with the Company’s business strategy; •encouraged management to continue to execute consistently; and •agreed that the Committee’s selective use of informed judgment in the design and administration of incentive plans is reasonable, so long as it aligns with performance. Support for the Company’s executive compensation program has been consistently favorable as indicated in the chart below. See Shareholder Engagement for additional information.

  59. The Company’s compensation program excludes practices that would be contrary to the Company’s compensation

    | Description | Strategic Role | | Total Compensation | | | Base Salary is determined based on position, scope of responsibilities, individual performance and experience, and competitive data | Provides fixed compensation for services during the year | | Annual Incentive Awards are: •Variable based on performance relative to Company and individual goals and additional business challenges or opportunities that arose during the year •Determined through the Committee assessment of all of the factors as a whole | •Serve as the primary compensation vehicle for recognizing and differentiating business and individual performance each year •Motivate executive officers and other employees to achieve strong annual business results that will contribute to the Company’s long-term success, without creating an incentive to take excessive risk | | Stock-Based LTI Awards are: •Based on the Committee’s assessment of individual responsibility, performance, relative contribution, and potential for assuming increased responsibilities, and future contributions •Dependent on a combination of MetLife’s performance and the value of shares (Performance Shares), or the value of shares (Restricted Stock Units), Cash-paid equivalents may be used outside the U.S. •Granted each year to provide overlapping vesting and performance cycles •Delivered to executive officers as part of Total Compensation, in these proportions | •Ensure that executive officers have a significant continuing stake in the long-term financial success of the Company (see “Executive Share Ownership” in How do 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 |

  60. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset amortization. In line with strategic developments in the businesses and the related segment reporting changes, management has modified its definition of Adjusted Earnings on a prospective basis beginning in the fourth quarter of 2025 to exclude: (i) real estate depreciation expense; and (ii) MIM intangible asset amortization. Since the definition of Adjusted Earnings for the 2025 Business Plan for AVIP was already approved by the Board at the February 19, 2025 Committee meeting, management did not include the positive impact of these changes ($58 million, net of income tax) in its 2025 Adjusted Earnings. Annual Incentive Awards The Committee endorsed the executive officers’ 2025 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 NEOs 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. Stock-Based LTI Each year, the Committee endorses the LTI award value 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 and Restricted Stock Units, and, for awards granted outside the U.S. cash payable equivalents. No monetary consideration was paid by a NEO for 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. 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. While the number of target Performance Shares and the number of Restricted Stock Units granted is based on the price per share at the time of grant, the shares earned and vested are paid at the then-current future price that may be higher or lower. This ties pay delivery to absolute TSR performance and is an important part of the incentive plan design. For awards granted before 2026, no dividends or dividend equivalents are earned. For awards granted in 2026, dividend equivalents will be accrued on Restricted Stock Units and Performance Shares (and cash payable equivalents). Dividend equivalents are being introduced to further link executives’ compensation with our share performance and enhance alignment with prevalent competitive practice. Dividend equivalents accrue based on cash dividends declared on the Company’s common stock from grant date until the award vests and is distributed. For Performance Shares, dividend equivalents will reflect the applicable performance factor. Dividend equivalents are paid in cash after vesting and settlement, without interest, and are subject to the same terms and conditions of the underlying award. For information about the specific grants of LTI to the NEOs in 2025, see Grants of Plan-Based Awards in 2025.

  61. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    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 Committee has established performance metrics for Performance Share awards using: •Absolute metric: the Company’s Adjusted ROE compared to its Business Plan goal; and •Relative metric: TSR, which reflects total return on shares including change in share price and imputed reinvested dividends, compared to the group of Company competitors (see Comparator Group and Performance Share 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. The use of TSR ensures that final awards are aligned with our shareholders’ return on their investment. 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. 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, in light of 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. For the relative TSR component of the performance factor, the Company’s performance is compared against insurance industry competitors around the world reflective of MetLife’s business model and global scope of operations 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 than the Comparator Group the Committee uses for peer Total Compensation purposes. The following table shows the metrics used to determine the performance factor for Performance Shares relative to the goals for the applicable three-year performance period: Performance Share Performance Factor Determinations

  62. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

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

  63. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    | 2023-2025 Performance Shares - Realized Value Illustration | | | | | | Event | # of Shares (example only) | Date | Share Price ($) | Award Value (pre-tax) ($) | | At Grant | 1,000 | February 28, 2023 | 71.73 | 71,730 | | At Board approval of 57.5% of Target Performance Factor | 575 | February 24, 2026 | 75.34 | 43,321 | | Award Value at Board approval of Performance Factor as a % of Award Value at Grant (reflects Performance Factor and change in Share price) | | | | 60% |

  64. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    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 2023 Proxy Statement on the Grants of Plan-Based Awards table. For more information, see Option Exercises and Stock Awards Vested in 2025. 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 2025 Fiscal Year-End. Stock Options In 2024 and earlier the Company granted Stock Options as part of regular annual LTI 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. Stock options were not granted in 2025 or 2026, for focus on strategic performance that drives TSR reflected in Performance Shares, and retention and ownership inherent in 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. Phantom Stock-Based Awards The Company grants cash-settled stock-based awards (Phantom Awards) to employees based outside the United States, if paying cash is more appropriate than delivering shares in light of tax and other regulatory circumstances. Each such vehicle has the same LTI award value, performance metrics, and vesting requirements as its Share-payable equivalent. 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 (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. Restrictive Covenants To protect the Company, MetLife’s LTI provides that executive officers who leave MetLife and provide services to a competitor, or any employee who violates MetLife’s U.S. agreement to protect corporate property and any successor or related agreement (Property Agreement) or disparages MetLife, may lose those awards. The Property Agreement protects MetLife’s ownership of its property and information (including intellectual property), and prohibits the employee from interfering with MetLife’s business or soliciting MetLife’s employees or certain of its agents to leave MetLife until 18 months following the end of employment.

  65. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    •The Company holds events to facilitate and strengthen its relationship with customers, potential customers, and other business partners, such as events at MetLife Stadium. The Company occasionally allows employees, including executive officers, their family members, and their personal guests, personal use of its facilities at MetLife Stadium, to the extent space at such events is available or the facilities are not in use for business purposes. •NEOs are responsible for any personal income taxes due as a result of receiving any of the above benefits. The Company does not pay, or gross-up any compensation to cover, any Executive Officer’s income tax on benefits or perquisites. To promote the executive officers’ safety while not at MetLife’s offices, the Company provides them with security protection, which is considered a business necessity. Consistent with current market dynamics, there is heightened focus on executive security with situational protection provided based on periodic assessment of needs/risks. The incremental cost of perquisites provided to the NEOs for 2025 is included in the “All Other Compensation” column of the Summary Compensation Table, if the total cost of those perquisites for that executive exceeds $10,000. Potential Termination Payments Severance and Related Benefits The Company’s standard severance program applies to U.S.-based executive officers whose employment ends involuntarily due to job elimination or, in limited cases, performance. The program offers severance pay, outplacement services, and other benefits. Employees terminated for cause (as defined under the program) are not eligible for benefits. Severance pay is based on salary grade, base salary rate, and length of service, with higher potential pay for officer-level employees and longer tenured employees. 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). Change-in-Control Arrangements The Company has arrangements for executive officers' compensation and benefits in the event of a change-in-control of MetLife. No executive officers are entitled to excise tax gross-ups on severance pay or other benefits in such events. The MetLife Executive Severance Plan (Executive Severance Plan) applies to all executive officers. 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 ends under defined circumstances. The Company's LTI plan includes change-in-control provisions, allowing for the substitution of equivalent value awards of the acquirer with no less favorable vesting provisions. If no substitution occurs, the Committee has the discretion to accelerate the awards, but there is no automatic substitution upon a change-in-control. For more details, see Potential Payments upon Termination or Change-in-Control at 2025 Fiscal Year-End.

  66. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

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

  67. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    The Committee annually 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 (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. The Committee annually reviews the composition of the Comparator Group to ensure that the group remains an appropriate comparator group for the Company. In determining the executive officer’s Total Compensation for 2025, 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. The Committee reviewed elements of each executive officer’s Total Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation. For 2025 performance and expectations of future contributions, each NEO’s Total Compensation fell within this reasonable range of the size-adjusted median for the executive’s 2025 position.

  68. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    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 TSR Peer Group includes MetLife’s key publicly traded insurance company competitors for business and/or investors. These global competitors face business challenges similar to those MetLife faces, and therefore make more appropriate performance comparators than some of the Comparator Group companies.

  69. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

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

  70. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    | | Revenues2 | Total Assets3 | Market Capitalization3 | | MetLife Percentile of Comparator Group1 | 71% | 56% | 23% |

  71. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    | Incentive compensation aligned with risk management | •Adjusted Earnings – an important incentive compensation metric – excludes net gains and losses attributable to investments, derivatives and market risk benefit remeasurement •Executives are not penalized for hedging business exposures to risks inherent in a number of products, and not rewarded when the hedging positions benefit the Company •Executives are not rewarded for harvesting capital gains beyond prudent capital and risk management •Aligns with Company policy not to use derivatives for speculative purposes •AVIP VII collar facilitates prudent risk management •Company assesses Executives’ performance in risk management and governance practices | | Long-term focus | •Three-year overlapping performance periods and vesting for LTI compensation •Time horizons for compensation reflect the extended time horizons to realize the results of many business decisions | | Compensation Recoupment Policies (“clawback” and forfeiture) | Performance-Based Compensation Recoupment Policy •Applies to all employees, including executive officers •Company may seek to recoup performance-based compensation with respect to the period of misconduct •Misconduct is fraudulent or other wrongful conduct that causes the Company or business financial or reputational harm, including an accounting restatement required by material noncompliance with financial reporting requirements •For executive officers, Company may also seek to recoup compensation based on materially inaccurate performance measures, regardless of fault •Applies to all equity award types (both time and performance based) Recoupment of Erroneously Awarded Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act Policy •Executive officers, including former officers are required to repay erroneously awarded compensation in the event of certain financial restatements regardless of fault | | Hedging and pledging policies | •Directors and employees, including executive officers, may not short-sell, hedge, trade in put and call options in, or pledge their Company securities •Intended to prevent a misalignment, or appearance of misalignment, of interests with shareholders | | Annual risk-review of incentive compensation programs | •CRO reviews program, including incentive and commission arrangement below the executive level under Committee oversight and reports to the Committee •Intended to ensure that programs do not encourage excessive risk-taking •Analyzes performance measures, performance periods, payment determination processes, management controls, and risk management processes •CRO concluded for 2025 that compensation programs did not encourage excessive risk-taking and, as a result, are not reasonably likely to have a material adverse effect on the Company | | Share ownership guidelines | •Ensure that executives’ interests are aligned with those of shareholders •Encourage prudent risk-taking to the long-term benefit of shareholders •Apply to employees at Senior Vice-President level and above, including executive officers •Expected to retain all net shares acquired from compensation awards to achieve and maintain ownership at or above the guideline |

  72. Modifications to Adjusted Earnings definition for real estate depreciation expense & MIM intangible asset

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | Option Awards ($)2 | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) | | Michel A. Khalaf President and CEO | 2025 | 1,500,000 | 14,797,601 | — | 4,600,000 | 1,095,186 | 371,486 | 22,364,273 | | | 2024 | 1,500,000 | 11,590,462 | 1,672,128 | 4,600,000 | 636,545 | 322,044 | 20,321,179 | | | 2023 | 1,475,000 | 11,285,532 | 1,597,381 | 4,800,000 | 1,088,180 | 279,916 | 20,526,009 | | John D. McCallion EVP, CFO of MetLife, Inc., and Head of MIM | 2025 | 1,046,250 | 5,055,050 | — | 2,600,000 | 535,623 | 180,489 | 9,417,412 | | | 2024 | 1,012,500 | 3,863,550 | 557,376 | 2,600,000 | 290,485 | 171,646 | 8,495,557 | | | 2023 | 980,000 | 4,414,433 | 528,784 | 2,700,000 | 460,687 | 189,425 | 9,273,329 | | Bill Pappas EVP and Head of GTO | 2025 | 963,750 | 4,365,808 | — | 2,100,000 | 367,298 | 122,550 | 7,919,406 | | | 2024 | 930,625 | 3,322,679 | 479,349 | 2,100,000 | 286,343 | 125,225 | 7,244,221 | | | 2023 | 901,250 | 3,624,013 | 448,921 | 2,200,000 | 343,987 | 128,050 | 7,646,221 | | Ramy Tadros Regional President, U.S. Business, and Head of MLH | 2025 | 941,250 | 4,365,808 | — | 2,100,000 | 393,642 | 121,650 | 7,922,350 | | | 2024 | 907,500 | 3,338,083 | 481,576 | 2,100,000 | 230,028 | 124,300 | 7,181,487 | | | 2023 | 876,250 | 3,643,454 | 451,678 | 2,200,000 | 360,686 | 127,050 | 7,659,118 | | Marlene Debel EVP, CRO of MetLife, Inc., and Head of MII | 2025 | 842,500 | 3,216,919 | — | 2,000,000 | 395,915 | 138,394 | 6,593,728 | | | 2024 | 815,000 | 2,125,006 | 306,558 | 2,000,000 | 271,475 | 122,796 | 5,640,835 | | | 2023 | 747,917 | 2,514,875 | 291,935 | 1,800,000 | 270,014 | 102,129 | 5,726,870 |