Sector: Financials
METLIFE INC · Meeting: June 16, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 11 Director nominees named in this Proxy Statement, each for a one-year term
Joined the board in February 2026 — less than 24 months of service — so he is fully exempt from the stock performance trigger; his deep insurance and professional services leadership experience is highly relevant to MetLife's business.
MetLife's 3-year stock return of +46.3% is strong positive, and the gap versus the XLF benchmark (-18.4 percentage points) falls far short of the 65-point threshold required to trigger a vote against; Harris has strong capital markets and investment expertise relevant to MetLife's strategy.
Joined in February 2024, giving her just over 2 years of tenure; the TSR trigger does not fire given the 46.3% positive 3-year return and only -18.4pp gap versus XLF against a 65pp threshold; her deep insurance and audit expertise is directly relevant.
MetLife's 3-year return of +46.3% is solidly positive and the -18.4pp gap versus XLF is far below the 65pp threshold needed to trigger a vote against any director; Hubbard brings extensive economics and regulatory expertise in his role as independent Chairman.
Joined in February 2023; the TSR trigger does not fire — MetLife's strong positive 3-year return and only -18.4pp gap versus XLF falls well below the 65pp threshold; Johnson's cybersecurity and regulatory background is relevant to MetLife's oversight needs.
Long-serving director with 12 years of tenure; the TSR trigger does not fire because MetLife's +46.3% 3-year return is strong positive and the -18.4pp gap versus XLF is far below the 65pp threshold; Kennard brings valuable global regulatory and investment expertise.
As CEO and management director, Khalaf is subject to the TSR trigger like all directors, but the trigger does not fire — MetLife's +46.3% 3-year return is strong positive and the -18.4pp gap versus XLF falls well below the 65pp threshold; his deep operational leadership of MetLife is directly relevant.
7 years of tenure; the TSR trigger does not fire given MetLife's strong positive 3-year return and the -18.4pp gap versus XLF falling well short of the 65pp threshold; McKenzie's technology and cybersecurity expertise is highly relevant to MetLife's digital strategy.
Joined the board in May 2025 — less than 24 months of service — so he is fully exempt from the stock performance trigger; his 25+ years of senior insurance and reinsurance leadership at Swiss Re is directly relevant to MetLife's business.
Joined the board in February 2026 — less than 24 months of service — so she is fully exempt from the stock performance trigger; her investment management and asset management leadership experience aligns well with MetLife's accelerating asset management strategy.
6 years of tenure; the TSR trigger does not fire because MetLife's +46.3% 3-year return is strong positive and the -18.4pp gap versus XLF is far below the 65pp threshold; Weinberger's background as former global CEO of EY provides strong financial and governance oversight credentials.
All 11 director nominees receive a FOR vote. MetLife's 3-year stock return of +46.3% is solidly positive, and the gap versus the XLF sector ETF benchmark (-18.4 percentage points) falls far short of the 65-point underperformance threshold required to trigger votes against directors under the strong-positive TSR tier. Three directors (Glaser, Mumenthaler, Seitz) are exempt from the TSR trigger entirely as they joined within the past 24 months. The board is majority independent, discloses a detailed skills matrix, and committee composition meets independence and financial expertise requirements.
CEO
Michel A. Khalaf
Total Comp
$22,364,273
Prior Support
N/A
CEO total compensation of approximately $22.4 million is within a reasonable range for the CEO of a $51.5 billion market cap global financial services company, and the proxy discloses that the vast majority of pay is variable and performance-linked, with 70% of long-term stock awards tied to relative total shareholder return versus peers and adjusted return on equity goals — consistent with the policy requirement that at least 50-60% of senior executive pay be performance-based. MetLife's 3-year stock return of +46.3% demonstrates that shareholders have received strong positive returns during the performance period, meaning variable pay above a baseline level is supported by shareholder outcomes. The proxy indicates consistently strong prior-year say-on-pay support, no red flags around pay mix, and a disclosed clawback policy, all of which support a FOR vote.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$53,300,000
Non-Audit Fees
$13,000,000
Non-audit fees (audit-related fees of $7.0M plus tax fees of $5.8M plus other fees of $0.2M, totaling $13.0M) represent approximately 24% of audit fees ($53.3M), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm fully appropriate for a company of MetLife's size and complexity; auditor tenure is not explicitly disclosed in the proxy so no tenure trigger fires per policy.
MetLife's 2026 annual meeting ballot presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive FOR votes under this policy. The board slate is clean with no TSR trigger violations, appropriate independence, and a strong skills matrix; the auditor fee structure is well within independence norms; and executive compensation is structured with strong performance linkage backed by solid shareholder returns over the past three years.
