SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MetLife, Inc.
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[MetLife Logo]
Notice
of Annual
Meeting
and
Proxy
Statement
2002
[Snoopy Graphic]
MetLife, Inc.
One Madison Avenue, New York, NY 10010-3690 [MetLife Logo]
March 27, 2003
Dear Shareholder:
You are cordially invited to attend MetLife, Inc.'s annual meeting, which will
be held on Tuesday, April 22, 2003 beginning at 10:30 a.m., local time, in the
Auditorium at the Corporate Headquarters of the Company, One Madison Avenue, New
York, New York. To attend the meeting, please enter the building through the
entrance at 320 Park Avenue South, from which you will be directed to the
Auditorium.
At the meeting, shareholders will vote on the election of four Class I Directors
and the ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for 2003 and will transact such other business as
may properly come before the meeting.
The vote of every shareholder is important. You can assure that your shares will
be represented and voted at the meeting by signing and returning the enclosed
proxy card, or by voting by telephone or on the Internet. We have included a
postage-paid, pre-addressed envelope, as well as detailed instructions on the
proxy card for shareholders voting by telephone or the Internet, to make it
convenient for you to vote your shares.
Sincerely yours,
/s/ Robert H. Benmosche
Robert H. Benmosche,
Chairman of the Board and
Chief Executive Officer
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
------------------------
NOTICE OF ANNUAL MEETING
The 2003 Annual Meeting of MetLife, Inc. will be held at the Corporate
Headquarters of the Company, One Madison Avenue, New York, New York on Tuesday,
April 22, 2003 at 10:30 a.m., local time. To attend the meeting, please enter
the building through the entrance at 320 Park Avenue South, from which you will
be directed to the Auditorium. At the meeting, shareholders will act upon the
following matters:
1. The election of four Class I Directors;
2. The ratification of the appointment of Deloitte & Touche LLP as
MetLife's independent auditors for the year ending December 31, 2003;
and
3. The transaction of such other business as may properly come before the
meeting.
Information about the matters to be acted upon at the meeting is contained in
the accompanying proxy statement.
Shareholders of record at the close of business on February 28, 2003 will be
entitled to vote at the meeting.
By Order of the Board of Directors,
/s/ Gwenn L. Carr
Gwenn L. Carr
Vice President & Secretary
New York, New York
March 27, 2003
TABLE OF CONTENTS
Proxy Statement -- 2003 Annual Meeting...................... 1
Information About the 2003 Annual Meeting and Proxy
Voting.................................................... 1
Proposal One -- Election of Directors....................... 5
Proposal Two -- Ratification of Appointment of the
Independent Auditors...................................... 8
Corporate Governance........................................ 8
Information about MetLife's Board of Directors......... 8
Audit Committee Report...................................... 14
Compensation Committee Report on Executive Compensation..... 15
Executive Compensation...................................... 19
Summary Compensation Table............................. 19
Long-Term Incentive Plan Awards in Last Fiscal Year.... 20
Option Grants in Last Fiscal Year...................... 20
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values......................... 21
Retirement Plan Information............................ 21
Employment-Related Agreements.......................... 22
Performance Graph........................................... 24
Stock Ownership of Directors and Executive Officers......... 25
Section 16(a) Beneficial Ownership Reporting
Compliance............................................ 26
Ownership of MetLife Common Stock........................... 27
Audit Committee Charter..................................... A-1
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PROXY STATEMENT -- 2003 ANNUAL MEETING
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This Proxy Statement contains information about the 2003 Annual Meeting of
MetLife, Inc. ("MetLife" or the "Company"), which will be held in the Auditorium
at the Corporate Headquarters of the Company, One Madison Avenue, New York, New
York on Tuesday, April 22, 2003 at 10:30 a.m., local time.
This Proxy Statement and the accompanying proxy card, which are furnished in
connection with the solicitation of proxies by MetLife's Board of Directors, are
being mailed and made available electronically to shareholders on or about March
27, 2003.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2003 Annual
Meeting, please take the time to vote your shares as soon as possible. If you
wish to return your completed proxy card by mail, the Company has included a
postage-paid, pre-addressed envelope for your convenience. Alternatively, you
may vote your shares by using a toll-free telephone number or on the Internet
(see the proxy card for complete instructions).
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INFORMATION ABOUT THE 2003 ANNUAL MEETING AND PROXY VOTING
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WHAT MATTERS ARE TO BE VOTED ON AT THE ANNUAL MEETING?
- The election of four nominees to serve as Class I Directors.
- The ratification of the appointment of independent auditors to audit the
Company's financial statements for the year ending December 31, 2003.
WHAT IS THE BOARD'S RECOMMENDATION?
The Board recommends votes:
- FOR the election of each of the Class I Directors.
- FOR ratification of the appointment of the independent auditors.
WHO IS ENTITLED TO VOTE?
All MetLife shareholders of record at the close of business on February 28, 2003
(the "record date") are entitled to vote at the 2003 Annual Meeting.
If you are the beneficial owner, but not the record owner, of MetLife common
stock, you will receive instructions about voting from the bank, broker or other
nominee that is the shareholder of record of your shares. Contact your bank,
broker or other nominee directly if you have questions.
HOW DO I VOTE MY SHARES?
- Shareholders of record may vote their shares by mail by completing, signing
and returning the enclosed proxy card. If you sign and return the proxy card,
you will be appointing the three people named on it to act as your proxies at
the 2003 Annual Meeting. The named proxies will vote your shares as you
specify on the proxy card. In addition, the Company has made arrangements for
you to vote your shares by using a toll-free telephone number or on the
Internet.
- Instructions about these ways to vote appear on your proxy card. If you vote
by telephone or on the Internet, please have your proxy card and control
number available. The sequence of numbers
appearing on your proxy card is your control number, and your control number
is necessary to verify your vote.
- If you are a shareholder of record or a duly appointed proxy of a shareholder
of record, you may vote in person at the meeting. If your shares are held in
the name of a bank, broker or other nominee, and you wish to attend the
meeting to vote in person, you will have to contact that bank, broker or other
nominee to obtain their proxy. Bring that document with you to the meeting.
- Votes submitted by mail, telephone or on the Internet will be voted in the
manner you indicate by the individuals named on the proxy. If you do not
specify how your shares are to be voted, the proxies will vote your shares FOR
the election of the Class I Directors and FOR the ratification of the
appointment of Deloitte & Touche LLP as MetLife's independent auditors for
2003.
WHO CAN ATTEND THE 2003 ANNUAL MEETING?
Only MetLife shareholders of record or their duly appointed proxies are entitled
to attend the meeting. If you are a MetLife shareholder of record and wish to
attend the meeting, please so indicate on the proxy card or as prompted by the
telephone or Internet voting systems and an admission card will be sent to you.
On the date of the meeting, please bring your admission card with you and enter
the building through the entrance at 320 Park Avenue South, from which you will
be directed to the Auditorium.
If a bank, broker or other nominee is the record owner of your shares, you will
need to have proof that you are the beneficial owner to be admitted to the
meeting. A recent statement or letter from your bank or broker would be
acceptable proof of your beneficial ownership.
MAY I CHANGE MY VOTE OR REVOKE MY PROXY AFTER IT IS SUBMITTED?
Yes, you may change your vote or revoke your proxy at any time before the Annual
Meeting by:
- returning a later-dated proxy card;
- subsequently submitting your vote by telephone or on the Internet;
- attending the Annual Meeting and voting in person; or
- sending your notice of revocation to MetLife, Inc., c/o Mellon Investor
Services, P.O. Box 3530, South Hackensack, NJ 07606-9230 or via the
Internet at http://www.eproxy.com/met.
Your changed vote or revocation must be received before the polls close for
voting.
WILL ANY MATTERS OTHER THAN THE ELECTION OF THE CLASS I DIRECTORS AND THE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS BE PRESENTED FOR A VOTE
AT THE ANNUAL MEETING?
The Board of Directors did not receive any notice prior to the deadline for
submission of additional business that any other matters might be presented for
a vote at the 2003 Annual Meeting. However, if another matter were to be
presented, the proxies would use their own judgment in deciding whether to vote
for or against it.
HOW WILL METLIFE ASSOCIATES' SHARES HELD IN THE COMPANY'S SAVINGS AND INVESTMENT
PLAN BE VOTED?
Mellon Bank, N.A., as Trustee of the Savings and Investment Plan for Employees
of MetLife and Participating Affiliates Company Stock Fund, will vote the
MetLife shares in the plan in accordance with the voting instructions given by
MetLife associates to the Trustee. The Trustee will vote the plan shares for
which it does not receive voting instructions in the same proportion as the
shares for which it receives voting instructions.
2
HOW MANY SHARES CAN VOTE AT THE 2003 ANNUAL MEETING?
There were 700,278,412 shares outstanding, as of the February 28, 2003 record
date, and entitled to vote at the 2003 Annual Meeting. Each share is entitled to
one vote on each matter to be voted on at the meeting.
WHAT IS A "QUORUM"?
In order for business to be conducted at the 2003 Annual Meeting, a quorum must
be present. A quorum will be present if shareholders of record of one-third or
more of MetLife shares outstanding on the record date are present in person or
are represented by proxies.
WHAT VOTE IS NECESSARY TO PASS THE ITEMS OF BUSINESS AT THE ANNUAL MEETING?
If a quorum is present at the meeting, a plurality of the shares voting will be
sufficient to elect the Class I Directors. This means that the nominees for
director who receive the largest number of votes cast are elected as directors,
up to the maximum number of directors to be elected at the meeting.
In addition, subject to exceptions set forth in the Company's Charter, a
majority of the shares voting will be sufficient to approve any other matter
properly before the meeting, including ratifying the appointment of Deloitte &
Touche LLP as MetLife's independent auditors.
HOW ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Abstentions and broker non-votes will be counted to determine whether a quorum
is present. However, if a shareholder abstains from voting as to a particular
matter, those shares will not be counted as voting for or against that matter.
If brokers or other record holders of shares return a proxy card indicating that
they do not have discretionary authority to vote as to a particular matter
("broker non-votes"), those shares will not be counted as voting for or against
that matter. Accordingly, abstentions and broker non-votes will have no effect
on the outcome of a vote.
WHO IS THE INSPECTOR OF ELECTION?
The Board of Directors has appointed Lawrence E. Dennedy, Senior Vice President,
MacKenzie Partners, Inc., to act as Inspector of Election at the 2003 Annual
Meeting. The By-Laws of MetLife provide for confidential voting.
WHAT ARE THE COSTS FOR SOLICITING PROXIES FOR THE 2003 ANNUAL MEETING?
MetLife has retained Mellon Investor Services to assist with the solicitation of
proxies from its shareholders of record for a fee of approximately $9,000, plus
expenses. MetLife also will reimburse banks, brokers or other nominees for their
costs of sending MetLife's proxy materials to beneficial owners. Directors,
officers or other MetLife employees also may solicit proxies from shareholders
in person, or by telephone, facsimile transmission or other electronic means of
communication.
WHAT IS THE DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL
MEETING?
Rule 14a-8 of the Securities Exchange Act of 1934, as amended, establishes the
eligibility requirements and the procedures that must be followed for a
shareholder's proposal to be included in a public company's proxy materials.
Under the Rule, proposals submitted for inclusion in MetLife's 2004 proxy
materials must be received by the Secretary of MetLife at One Madison Avenue,
New York, NY 10010-3690 on or before the close of business on November 28, 2003.
Proposals must comply with all of the requirements of Rule 14a-8, as well as the
requirements of MetLife's By-Laws. A copy of the By-Laws may be obtained from
the Secretary of MetLife.
A shareholder who wishes to present a matter for action at MetLife's 2004 Annual
Meeting, but chooses not to do so under SEC Rule 14a-8, must deliver to the
Secretary of MetLife on or before
3
December 24, 2003, a notice containing the information required by the advance
notice and other provisions of the Company's By-Laws. A copy of the By-Laws may
be obtained from the Secretary of MetLife.
WHERE CAN I FIND THE VOTING RESULTS OF THE 2003 ANNUAL MEETING?
The preliminary voting results will be announced at the meeting. The final
results will be published in the Company's Quarterly Report on Form 10-Q for the
quarter ending June 30, 2003.
MAY I REQUEST ELECTRONIC DELIVERY OF MY PROXY STATEMENT AND ANNUAL REPORT?
This Proxy Statement and MetLife's 2002 Annual Report may be viewed online at
http://ir.metlife.com. If you are a shareholder of record, you can elect to
receive future annual reports and proxy statements electronically by marking the
appropriate box on your proxy card or by following the instructions provided if
you vote by the Internet or by telephone. Should you choose to receive your
proxy materials electronically, your choice will remain in effect until you
notify MetLife that you wish to resume mail delivery of these documents. You may
provide your notice to MetLife via the Internet at
http://vault.melloninvestor.com/isd or by writing to MetLife, c/o Mellon
Investor Services, P.O. Box 3530, South Hackensack, NJ 07606-9230. In the United
States, you may provide such notice by calling toll free 1-800-649-3593.
If you hold your MetLife stock through a bank, broker or other holder of record,
refer to the information provided by that entity for instructions on how to
elect this option.
HOW CAN I GET A COPY OF METLIFE'S ANNUAL REPORT ON FORM 10-K?
TO OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2002, ADDRESS YOUR REQUEST TO METLIFE, INC., ONE MADISON
AVENUE, AREA 22A, NEW YORK, NEW YORK 10010, OR, ON THE INTERNET, ADDRESS YOUR
REQUEST TO HTTP://IR.METLIFE.COM BY SELECTING "INFORMATION REQUESTS" OR CALL
1-800-649-3593.
4
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PROPOSAL ONE -- ELECTION OF DIRECTORS
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At the 2003 Annual Meeting, four Class I Directors will be elected to hold
office until the 2006 Annual Meeting and until their successors are elected and
qualified; except that John J. Phelan, Jr., a Class I Nominee, will retire from
the Board effective on the date of the 2004 Annual Meeting, in accordance with
the Board's retirement policy (see page 13 for a discussion of the Board's
retirement policy).
Each Class I Nominee is currently serving as a Director of MetLife and has
agreed to continue to serve if elected. Other than Mr. Phelan's retirement, the
Board of Directors has no reason to believe that any Nominee would be unable to
serve as a Director. However, if for any reason a Nominee should become unable
to serve at or before the 2003 Annual Meeting, the Board could reduce the size
of the Board or nominate someone else for election. If the Board were to
nominate someone else to stand for election at the 2003 Annual Meeting, the
proxies could use their discretion to vote for that other person.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE
FOLLOWING CLASS I NOMINEES:
ROBERT H. BENMOSCHE, age 58, has been Chairman of the Board, President and Chief
Executive Officer of MetLife since September 1999. He has been Chairman of the
Board, President and Chief Executive Officer of Metropolitan Life Insurance
Company since July 1998; he was President and Chief Operating Officer from
November 1997 to June 1998, and Executive Vice President from September 1995 to
October 1997. Previously, he was Executive Vice President of PaineWebber Group
Incorporated, a full service securities and commodities firm, from 1989 to 1995.
Mr. Benmosche is a director of Credit Suisse Group. He is a member of the board
of trustees of Alfred University and the board of directors of the New York
Philharmonic. He received a bachelor's degree in mathematics from Alfred
University. Mr. Benmosche has been a Director of MetLife since August 1999 and a
Director of Metropolitan Life Insurance Company since 1997.
GERALD CLARK, age 59, has been Vice Chairman of the Board and Chief Investment
Officer of MetLife since September 1999. He has been Vice Chairman of the Board
and Chief Investment Officer of Metropolitan Life Insurance Company since July
1998. He was Senior Executive Vice President and Chief Investment Officer from
December 1995 to July 1998, and was Executive Vice President and Chief
Investment Officer from September 1992 to December 1995. He received a
bachelor's degree from Miami (Ohio) University and a master's degree in business
administration from Rutgers University. Mr. Clark has been a Director of MetLife
since August 1999 and a Director of Metropolitan Life Insurance Company since
1997.
JOHN J. PHELAN, JR., age 71, was a senior advisor to the Boston Consulting
Group, an international management consulting company, from 1992 through 2002.
Prior to that time, Mr. Phelan was Chairman and Chief Executive Officer of the
New York Stock Exchange, Inc. from 1984 to 1990. Mr. Phelan is a director of
Merrill Lynch & Co. He received a bachelor's degree from Adelphi University. Mr.
Phelan has been a Director of MetLife since August 1999 and a Director of
Metropolitan Life Insurance Company since 1985.
HUGH B. PRICE, age 61, has been President and Chief Executive Officer of the
National Urban League, Inc. since 1994. Mr. Price is a director of Sears,
Roebuck and Co. and Verizon Communications, Inc. He received a bachelor's degree
from Amherst College and received a law degree from Yale Law School. Mr. Price
has been a Director of MetLife since August 1999 and a Director of Metropolitan
Life Insurance Company since 1994.
5
THE FOLLOWING CLASS II AND CLASS III DIRECTORS ARE CONTINUING IN OFFICE:
CLASS II DIRECTORS -- TERMS TO EXPIRE IN 2004
CURTIS H. BARNETTE, age 68, has been Of Counsel to the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP since 2000. He is also Chairman Emeritus of
Bethlehem Steel Corporation and was its Chairman and Chief Executive Officer
from November 1992 through April 2000. Bethlehem Steel Corporation filed a
voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in October 2001. He is a graduate member of the Business
Council, a trustee of Lehigh University, Chair of the Board of Governors of West
Virginia University, a director of the West Virginia University Foundation, Vice
Chair of the Yale Law School Fund, a Director of the Board of the Ron Brown
Award for Corporate Leadership, a Director of the Pennsylvania Parks and Forests
Foundation, and Chair of the National Museum of Industrial History. Mr. Barnette
received a bachelor's degree from West Virginia University and a law degree from
Yale Law School. He also attended the Advanced Management Program at Harvard
Business School and Manchester University where he was a Fulbright Scholar. Mr.
Barnette served on the President's Trade Advisory Committee from 1989 to 2002
and is a director of the National Center for State Courts. He has been a
Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1994.
JOHN C. DANFORTH, age 66, has been a partner in the law firm of Bryan Cave LLP
since 1995. He served in the United States Senate from 1976 to 1995. Senator
Danforth is a director of The Dow Chemical Company and Cerner Corporation.
Senator Danforth received a bachelor's degree from Princeton University, a law
degree from Yale Law School and a bachelor of divinity degree from Yale Divinity
School. He is ordained to the clergy of the Episcopal Church. Senator Danforth
has been a Director of MetLife and a Director of Metropolitan Life Insurance
Company since 2000.
BURTON A. DOLE, JR., age 65, has been a partner and Chief Executive Officer of
Medsouth Therapies, LLC, a rehabilitative health care company, since 2001; he
was Chairman of the Board of Nellcor Puritan Bennett, Incorporated, a medical
equipment company, from 1995 until his retirement in 1997. He was Chairman of
the Board, President and Chief Executive Officer of Puritan Bennett,
Incorporated from 1986 to 1995 and the President and Chief Executive Officer of
Puritan Bennett, Incorporated from 1980 to 1986. Mr. Dole is a director of
Anesthesia Patient Safety Foundation. He received both a bachelor's degree in
mechanical engineering and a master's degree in business administration from
Stanford University. Mr. Dole has been a Director of MetLife since August 1999
and a Director of Metropolitan Life Insurance Company since 1996.
HARRY P. KAMEN, age 69, was Chairman of the Board and Chief Executive Officer of
Metropolitan Life Insurance Company from April 1993 until his retirement in July
1998 and, in addition, was its President from December 1995 to November 1997.
Mr. Kamen is a director of BDC Financial, Inc., Bethlehem Steel Corporation, The
National Association of Securities Dealers, Inc. and Pfizer Inc. Mr. Kamen
received a bachelor's degree from the University of Pennsylvania and a law
degree from Harvard Law School and attended the Senior Executive Program at
M.I.T. He is a trustee of Smith College and an overseer of the School of Arts
and Sciences at the University of Pennsylvania. He has been a Director of
MetLife since August 1999 and a Director of Metropolitan Life Insurance Company
since 1992.
CHARLES M. LEIGHTON, age 67, was Chairman of the Board and Chief Executive
Officer of the CML Group, Inc., a specialty retail company, from 1969 until his
retirement in March 1998. CML Group, Inc. filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in December 1998. Mr. Leighton
is a member of the Advisory Board of FitSense Technology Inc., Micro Phase
Coatings, Inc. and a trustee of Lahey Clinic. Mr. Leighton received a bachelor's
degree and an honorary law degree from Bowdoin College and a master's degree in
business administration from Harvard Business School. He has been a Director of
MetLife since August 1999 and a Director of Metropolitan Life Insurance Company
since 1996.
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CLASS III DIRECTORS -- TERMS TO EXPIRE IN 2005
JAMES R. HOUGHTON, age 66, has been Chairman and Chief Executive Officer of
Corning Incorporated, a global technology company, since April 2002, prior to
which he served as Non-Executive Chairman of the Board of Corning Incorporated
from June 2000. He was Chairman of the Board Emeritus of Corning Incorporated
from 1996 to June 2000. He was Chairman of the Board of Corning Incorporated
from 1983 until his retirement in 1996. Mr. Houghton is a director of Corning
Incorporated and Exxon Mobil Corporation. He received a bachelor's degree from
Harvard College and a master's degree in business administration from Harvard
Business School. Mr. Houghton has been a Director of MetLife since August 1999
and a Director of Metropolitan Life Insurance Company since 1975.
HELENE L. KAPLAN, age 69, has been Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP since 1990. She is a director of J.P. Morgan Chase &
Co., Verizon Communications, Inc., The May Department Stores Company and Exxon
Mobil Corporation. Mrs. Kaplan is a member (and former director) of the Council
on Foreign Relations. She is Chair of Carnegie Corporation of New York, and is a
trustee and Vice-Chair of The American Museum of Natural History, The
Commonwealth Fund and The J. Paul Getty Trust. She is Trustee emerita and Chair
emerita of Barnard College and Trustee emerita of The Institute for Advanced
Study. Mrs. Kaplan is a fellow of the American Philosophical Society and a
member of the American Academy of Arts and Sciences. Mrs. Kaplan received a
bachelor's degree, cum laude, from Barnard College and a law degree from New
York University Law School. She is the recipient of honorary degrees from
Columbia University and Mount Sinai School of Medicine. Mrs. Kaplan has been a
Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1987.
CATHERINE R. KINNEY, age 50, has been Co-Chief Operating Officer, President and
Executive Vice Chairman of the New York Stock Exchange, Inc. since January 1,
2002, prior to which she served as Group Executive Vice President of the
Exchange for more than five years. Ms. Kinney is a director of the New York
Stock Exchange, Inc., The Depositary Trust & Clearing Corporation and its
subsidiaries, and of Iona College, and a member of the Board of Regents of
Georgetown University. She received a bachelor's degree from Iona College and
attended the Advanced Management Program at Harvard Business School. She has
been a Director of MetLife since December 2001 and a Director of Metropolitan
Life Insurance Company since February 2002.
STEWART G. NAGLER, age 60, has been Vice Chairman of the Board and Chief
Financial Officer of MetLife since September 1999. He has been Vice Chairman of
the Board and Chief Financial Officer of Metropolitan Life Insurance Company
since July 1998, and was its Senior Executive Vice President and Chief Financial
Officer from April 1993 to July 1998. Mr. Nagler is also Chairman of the Board
and a director of Reinsurance Group of America, Incorporated, an affiliate of
the Company. He is a fellow of the Society of Actuaries. He is a member of the
Board of Directors of the Life Insurance Council of New York, a trustee of the
Boys & Girls Clubs of America and Barnard College, and Chair of the Board of
Polytechnic University of New York. He received a bachelor's degree in
mathematics, summa cum laude, from Polytechnic University. Mr. Nagler has been a
Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1997.
WILLIAM C. STEERE, JR., age 66, was Chairman of the Board and Chief Executive
Officer of Pfizer Inc., a research-based global pharmaceutical company, from
1992 until his retirement in December 2000. Mr. Steere is a director of Pfizer
Inc., Dow Jones & Company, Inc. and Minerals Technologies, Inc. Mr. Steere
received a bachelor's degree from Stanford University. He has been a Director of
MetLife since August 1999 and a Director of Metropolitan Life Insurance Company
since 1997.
7
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PROPOSAL TWO -- RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO RATIFY THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS METLIFE'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2003.
Deloitte & Touche LLP ("Deloitte") has served as independent auditors of MetLife
and Metropolitan Life Insurance Company and most of its subsidiaries for many
years. Its long-term knowledge of the MetLife group of companies has enabled it
to carry out its audits of MetLife's financial statements with effectiveness and
efficiency.
2002 AUDIT FEES.
Audit Fees.................................................. $17.7 million
Financial Information Systems Design and Implementation
Fees...................................................... None
All Other Fees
Audit Related Fees(1)..................................... $ 5.3 million
Non-Audit Fees(2)......................................... $ 6.5 million
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Total All Other Fees................................... $11.8 million
---------------
(1) Primarily fees for assurance and related services in connection with
employee benefit plan audits, due diligence related to mergers and
acquisitions, accounting assistance and audits in connection with
proposed or consummated acquisitions, internal control reviews,
consultation concerning financial accounting and reporting standards,
consents and comfort letters.
(2) Fees for tax services, training, project management support, and
consulting services.
At a meeting held in December 2002, the Audit Committee of the Board of
Directors considered whether Deloitte's provision of non-audit services to
MetLife is compatible with Deloitte maintaining its independence.
Based on the recommendation of the Audit Committee, the Board of Directors
appointed Deloitte as MetLife's independent auditors for the year ending
December 31, 2003. The appointment is subject to ratification by MetLife
shareholders at the 2003 Annual Meeting.
Representatives of Deloitte will attend the 2003 Annual Meeting. They will have
an opportunity to make a statement if they desire to do so, and they will be
available to respond to appropriate questions.
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CORPORATE GOVERNANCE
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INFORMATION ABOUT METLIFE'S BOARD OF DIRECTORS.
RESPONSIBILITIES AND COMPOSITION OF THE BOARD OF DIRECTORS. The Board of
Directors reviews MetLife's business policies and strategies and advises and
counsels the Chief Executive Officer and the other executive officers who manage
MetLife's business. The Board currently consists of 14 Directors, 11 of whom are
Outside Directors. An "Outside Director" is a Director who is not an officer or
employee of MetLife or of any entity controlling, controlled by or under common
control with MetLife, and who is not the beneficial owner of a controlling
interest in the voting stock of MetLife or of any entity controlling, controlled
by or under common control with MetLife.
MetLife's Board of Directors is divided into three classes. One class is elected
each year to hold office for a term of three years. Of the 14 current Directors,
four are Class I Directors with terms expiring at the 2003 Annual Meeting, five
are Class II Directors with terms expiring at the 2004 Annual Meeting, and five
are Class III Directors with terms expiring at the 2006 Annual Meeting. John J.
Phelan, Jr., a
8
Class I Nominee, if re-elected, will retire from the Board effective on the date
of the 2004 Annual Meeting, in accordance with the Board's retirement policy.
Information about the Class I Nominees and the Class II and Class III Directors
continuing in office is presented on pages 5 through 7 of this Proxy Statement.
BOARD COMMITTEES. There are five standing Committees of MetLife's Board of
Directors. These Committees perform essential functions on behalf of the Board.
The Committee Chairs review and approve agendas for all meetings of their
respective Committees. The responsibilities of each of the Committees are
summarized below. Only Outside Directors may be members of the Audit,
Compensation and Governance and Finance Committees. At least one-third of the
members of the Corporate Social Responsibility Committee and the Executive
Committee must consist of Outside Directors. Currently, Mr. Benmosche is the
only employee Director who is a member of the Executive Committee. Messrs. Clark
and Nagler are members of the Corporate Social Responsibility Committee. All
other members of those two Committees are Outside Directors.
THE AUDIT COMMITTEE
MEMBERS: James R. Houghton, Chair
Burton A. Dole, Jr.
John J. Phelan, Jr.
Hugh B. Price
William C. Steere, Jr.
MEETINGS IN 2002: 7
RESPONSIBILITIES: - Responsible for overseeing management's conduct of
MetLife's financial reporting and internal control
processes.
- Recommends for approval of the Board of Directors the
selection and engagement of MetLife's independent
auditors and the terms of their engagement.
- Responsible for pre-approving all audit and permitted
non-audit services provided to MetLife by its
independent auditors.
- Reviews the scope, plans and results of the internal
and external audits of MetLife and its financial
statements.
- Reviews reports of MetLife's internal and external
auditors about the financial condition of MetLife and
the integrity of MetLife's financial reporting
processes and procedures.
- Reviews reports concerning the significant business
and financial risks and exposures of MetLife and
reviews reports evaluating the adequacy of MetLife's
internal controls in connection with such risks and
exposures, including, but not limited to, accounting
and audit controls over cash, securities, receipts,
disbursements and other financial transactions.
- Reviews MetLife's policies on ethical business conduct
and reviews reports concerning the monitoring of
compliance with such policies.
- Meets regularly, in separate executive sessions, with
MetLife's internal and external auditors.
- Considers whether the provision of financial
information systems design and implementation services
and other non-audit services to MetLife by its
independent auditors is compatible with the auditors'
independence.
AUDIT COMMITTEE REPORT AND AUDIT COMMITTEE CHARTER. The
Audit Committee Report is presented on page 14 of this
Proxy Statement. A copy of the Audit Committee Charter,
as amended April 23, 2002, is set forth in Appendix A to
this Proxy Statement on pages A-1 through A-3.
9
THE COMPENSATION COMMITTEE
MEMBERS: William C. Steere, Jr., Chair
Catherine R. Kinney
Charles M. Leighton
MEETINGS IN 2002: 7
RESPONSIBILITIES: - Oversees the development and administration of
MetLife's executive compensation and benefit programs.
- Evaluates the performance of the Chief Executive
Officer.
- Reviews and makes recommendations to the Board of
Directors about the total compensation, including base
salaries and annual and long-term incentives, of the
Chief Executive Officer and the other executive
officers.
- Reviews and makes recommendations to the Board of
Directors about MetLife's stock-based incentive
programs and oversees the administration of such
programs.
- Makes recommendations to the Board of Directors about
the election or appointment of MetLife's principal
officers, including the executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION. No member of the Compensation Committee
is or at any time has been an officer or employee of
MetLife or any of its subsidiaries. James R. Houghton
served as a member of the Compensation Committee for a
portion of 2002. He stepped down from the Committee
after he resumed the role of Chief Executive Officer of
Corning Incorporated ("Corning") because an executive
officer of MetLife was a director of Corning and a
member of its compensation committee. That executive
officer has retired from the Corning Board and its
compensation committee. Otherwise, no executive officer
of MetLife has served as a director or member of the
compensation committee (or other committee serving an
equivalent function) of any other entity, one of whose
executive officers is or has been a Director of MetLife
or a member of MetLife's Compensation Committee.
COMPENSATION COMMITTEE'S REPORT. The Compensation
Committee Report on Executive Compensation is presented
on pages 15 through 18 of this Proxy Statement.
THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
MEMBERS: Hugh B. Price, Chair
Curtis H. Barnette
Gerald Clark
John C. Danforth
Burton A. Dole, Jr
Helene L. Kaplan
Stewart G. Nagler
MEETINGS IN 2002: 2
RESPONSIBILITIES: - Oversees MetLife's charitable contributions programs
and public benefit programs.
- Oversees MetLife's other corporate responsibility
matters.
10
THE GOVERNANCE AND FINANCE COMMITTEE
MEMBERS: Helene L. Kaplan, Chair
James R. Houghton
Harry P. Kamen
Catherine R. Kinney
John J. Phelan, Jr.
William C. Steere, Jr.
MEETINGS IN 2002: 5
RESPONSIBILITIES: - Recommends to the Board of Directors nominees for
election as Directors. The Committee will consider
shareholder nominations for Directors that meet the
requirements of MetLife's By-Laws. A copy of the
By-Laws may be obtained from the Secretary of MetLife.
- Makes recommendations to the Board of Directors about
the governance and operation of the Board of Directors
and its Committees.
- Makes recommendations to the Board of Directors about
the compensation of Outside Directors, and the
administration of the 2000 Directors Stock Plan and
any stock awards under that Plan to Outside Directors.
- Reviews and makes recommendations to the Board of
Directors about matters that relate to the status of
MetLife as a publicly traded company.
- Reviews and makes recommendations to the Board of
Directors about management's proposals concerning
MetLife's financial policies and strategies, capital
structure and dividend policies.
- Consults with management and makes recommendations to
the Board of Directors about securities offerings and
stock repurchase programs proposed by management.
- Reviews and makes recommendations to the Board of
Directors about the financial aspects of significant
acquisitions and divestitures proposed by management
and reviews and approves certain other such
transactions in conformity with guidelines established
from time to time by the Board of Directors.
THE EXECUTIVE COMMITTEE
MEMBERS: Robert H. Benmosche, Chair
James R. Houghton
Harry P. Kamen
Helene L. Kaplan
Charles M. Leighton
John J. Phelan, Jr.
MEETINGS IN 2002: None
RESPONSIBILITIES: - During the intervals between meetings of the Board of
Directors, may exercise the powers and authority of
the Board of Directors in the management of the
property, affairs and business of MetLife.
BOARD AND COMMITTEE MEETINGS IN 2002. In 2002, there were 9 regular and special
meetings of the Board of Directors and 21 Committee meetings. All Directors
attended 75% or more of all meetings of the Board of Directors and the
Committees on which he or she served during 2002.
11
DIRECTORS' RETAINER AND ATTENDANCE FEES. Prior to the 2003 Annual Meeting,
Outside Directors received an annual retainer of $110,000 for serving on the
Company's Board of Directors and $40,000 for serving on the Board of Directors
of Metropolitan Life Insurance Company, a wholly-owned subsidiary of the
Company. Effective with the 2003 Annual Meeting, the Company will pay a single
annual retainer fee of $150,000 to Outside Directors for services rendered to
the Company as an Outside Director. Thereafter, Metropolitan Life Insurance
Company will no longer pay an annual retainer to Outside Directors. An Outside
Director who served for only a portion of the year prior to the 2003 Annual
Meeting was paid a prorated retainer fee to reflect the period of such service.
Outside Directors' annual retainer fee will be paid as follows: (i) $50,000 of
value will be paid in shares of the Company's common stock; (ii) $25,000 of
value (as determined in accordance with the MetLife, Inc. 2000 Directors Stock
Plan) will be paid in options to purchase shares of the Company's common stock;
and (iii) $75,000 will be paid in cash.
An Outside Director who serves as the Chair of a Board Committee is paid an
annual fee of $10,000 for such service. The Committee Chair's fee is paid in
cash. The retainer fees for Board service and for serving as a Committee Chair
are paid in advance at the time of the Annual Meeting. Outside Directors who are
elected in the period between the Company's Annual Meetings are paid a prorated
retainer fee to reflect the period of their service.
Effective January 1, 2003, the Company began paying a $10,000 annual fee to each
Outside Director who serves as the Chair of the Metropolitan Life Insurance
Company Investment, Sales Practices, or Executive Committee for such service. At
the same, Metropolitan Life Insurance Company eliminated the $10,000 committee
Chair retainer fee previously payable to Outside Directors (which was payable
unless the committee Chair served in the same capacity for a Committee of the
Company, in which case no additional fee was paid).
Outside Directors also are paid a $1,000 fee for each Board and Committee
meeting attended. Attendance fees are paid following the meetings. Effective
with the 2003 Annual Meeting, Metropolitan Life Insurance Company has eliminated
the $1,000 meeting attendance fee previously payable to an Outside Director for
each meeting of the board or a committee of that company that was not held
concurrently with a Company Board or Committee meeting.
Outside Directors are also reimbursed for expenses they incur to attend the
Company's Board and Committee meetings.
Mr. Danforth, an Outside Director, received an aggregate of approximately
$36,500 in retainer fees as a director of GenAmerica Financial Corporation and
General American Life Insurance Company, wholly-owned subsidiaries of the
Company, for his services through the third quarter of 2002.
THE METLIFE, INC. 2000 DIRECTORS STOCK PLAN. The MetLife, Inc. 2000 Directors
Stock Plan authorizes the Governance and Finance Committee to determine that the
Company will pay up to 50% of the Company's Outside Director's retainer and
attendance fees in stock grants and will pay all or part of the remainder of
such fees in stock options. The plan provides that the exercise price of any
stock option granted to the Company's Outside Directors may be not less than the
fair market value of a share of the Company's common stock on the date the stock
option is granted. Any stock awards made before April 7, 2005, the fifth
anniversary of the effective date of Metropolitan Life Insurance Company's
demutualization (the "demutualization"), replace all or any portion of the
Outside Directors' fees otherwise payable in cash. In 2002, the Governance and
Finance Committee made the determination to pay a portion of the Outside
Directors' retainer in shares of the Company's common stock and options to buy
such stock as described above.
The Outside Directors may elect to receive stock in lieu of all or a portion of
the retainer and attendance fees that otherwise would be payable in cash. The
plan provides that up to 500,000 shares of the Company's common stock may be
issued for stock grants. Only fees payable for service as an Outside Director of
the Company are payable in stock awards.
12
Stock options granted under the plan are exercisable at any time. An Outside
Director may elect to defer receipt of any shares issuable under the terms of
the plan in lieu of retainer and attendance fees and any dividends payable on
the shares until after he or she ceases to serve as a Director.
The Board of Directors may terminate, modify or amend the plan at any time,
subject, in certain instances, to shareholder approval, and, if prior to April
7, 2005, the fifth anniversary of the effective date of the demutualization, the
approval of the New York Superintendent of Insurance.
METLIFE FEE DEFERRALS. The Outside Directors may defer the receipt of all or
part of their retainer and attendance fees.
DIRECTORS' BENEFIT PROGRAMS. During 2002, MetLife provided $200,000 of life
insurance to each Outside Director. MetLife provides each Outside Director with
business travel accident insurance coverage while traveling on MetLife business.
Outside Directors are eligible to participate in MetLife's Long-Term Care
Insurance Program on a fully contributory basis.
DIRECTORS' RETIREMENT POLICY. The retirement policy adopted by the Board of
Directors provides that no Director shall stand for election as a member of
MetLife's Board after he or she reaches the age of 72. In addition, (with
limited exceptions) no Director who is also an officer of MetLife shall serve as
a Director when he or she retires as an officer of MetLife or Metropolitan Life
Insurance Company. The policy also provides that, except for normal retirement
from his or her principal occupation, each Director shall offer to resign from
the Board whenever there is a change or discontinuance of his or her principal
occupation or a significant change in his or her business or professional
responsibilities.
CHARITABLE GIFT PROGRAM. Outside Directors elected as Directors of Metropolitan
Life Insurance Company prior to October 1, 1999 participate in a charitable gift
program under which each may recommend one or more charitable or educational
institutions to receive, in the aggregate, a $1 million contribution from
Metropolitan Life Insurance Company in the name of that Director upon the
Director's death. For 2002, the Company paid $223,294 in premiums for insurance
policies under the program.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Helene L. Kaplan and Curtis H.
Barnette, Directors of MetLife, are both Of Counsel to Skadden, Arps, Slate,
Meagher & Flom LLP, which performs legal services for MetLife and its
affiliates. MetLife provides insurance-related products and services to Skadden,
Arps, Slate, Meagher & Flom LLP. John C. Danforth, a Director of MetLife, is a
partner of Bryan Cave LLP, which performs legal services for MetLife and its
affiliates. Catherine R. Kinney, a Director of MetLife, is a director and an
executive officer of the New York Stock Exchange, Inc. on which securities of
MetLife and certain of its affiliates are listed. John J. Phelan, Jr., a
Director of MetLife, is a director of Merrill Lynch & Co. From time to time,
certain Merrill Lynch & Co. affiliates provide investment banking, financial
advisory and other related products and services to MetLife and its affiliates.
During the year ended December 31, 2002, the Company and its foundation made
contributions and other payments of $297,750 to the National Urban League, Inc.,
a not-for-profit corporation, of which Hugh B. Price, a Director of the Company,
was president and chief executive officer. Mr. Price has announced that he will
retire from his position with the National Urban League, Inc., effective April
11, 2003. Robert H. Benmosche, Chairman, Chief Executive Officer and President
of MetLife, is a director of Credit Suisse Group. From time to time, certain
Credit Suisse Group affiliates provide investment banking, financial advisory
and other related products and services to MetLife and its affiliates. MetLife
provides insurance-related products and services and leases a substantial amount
of office space to certain Credit Suisse Group affiliates.
13
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AUDIT COMMITTEE REPORT
--------------------------------------------------------------------------------
This report is submitted by the Audit Committee of the MetLife Board of
Directors (the "Committee"). All members of the Committee are "independent
directors" as defined by the regulations of the New York Stock Exchange. In
accordance with the formal, written Charter of the Audit Committee that was
adopted and approved in its current form by the Board of Directors in April
2002, the Audit Committee, on behalf of the Board, is responsible for overseeing
management's conduct of MetLife's financial reporting and internal control
processes. A copy of the Audit Committee's Charter, the adequacy of which was
reviewed, reassessed and confirmed in April 2002, is set forth on Appendix A,
pages A-1 through A-3 of this Proxy Statement.
Management has the responsibility for the preparation of MetLife's financial
statements and the reporting process. The firm of Deloitte & Touche LLP
("Deloitte"), as MetLife's independent auditors, is responsible for auditing
MetLife's financial statements in accordance with generally accepted auditing
standards. The Committee reviewed and discussed MetLife's audited financial
statements for the period ended December 31, 2002 (the "2002 financial
statements") with management and with Deloitte.
Deloitte has discussed with the Committee the matters required to be discussed
by Statement on Auditing Standards No. 61 and has provided to the Committee and
discussed the written disclosures and the letter required by Independence
Standards Board Standard No. 1 regarding Deloitte's independence.
In reliance upon the reviews and discussions with management and Deloitte
described above, and the Board of Directors' receipt of an opinion from Deloitte
dated February 19, 2003 stating that MetLife's 2002 financial statements present
fairly, in all material respects, the consolidated financial position of MetLife
and subsidiaries at December 31, 2002 and 2001 and the consolidated results of
their operations and their consolidated cash flows for each of the three years
in the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America, the Committee recommended to
the Board that MetLife's 2002 audited financial statements be included in
MetLife's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
for filing with the Securities and Exchange Commission.
Respectfully,
James R. Houghton, Chair
Burton A. Dole, Jr.
John J. Phelan, Jr.
Hugh B. Price
William C. Steere, Jr.
14
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
This report on executive compensation is submitted by the Compensation Committee
(the "Committee") of MetLife's Board of Directors. The Committee, which consists
entirely of Outside Directors, has oversight of MetLife's executive total
compensation program, including benefits, and receives regular reports
concerning the program. The Committee evaluates the performance of the Chief
Executive Officer and makes compensation recommendations to the Board of
Directors. The Committee also reviews and recommends to the Board of Directors
total compensation for executive officers named in the "Summary Compensation
Table" on page 19 (the "Named Executive Officers").
COMPENSATION PHILOSOPHY AND OBJECTIVES
MetLife's total compensation philosophy, as endorsed by the Compensation
Committee, is designed to:
- Provide competitive total compensation opportunities that will attract, retain
and motivate high-performing executives;
- Align the compensation plans to the Company's business strategies;
- Reinforce the Company's pay for performance culture by making a significant
portion of compensation variable and based on company, business unit and
individual performance; and
- Align the financial interests of the Company's executives and its shareholders
through stock-based incentives and by building executive ownership in the
Company.
MetLife has a strong pay for performance philosophy, and to that end the total
compensation program provides opportunities that are competitive within the
insurance industry and the broader financial services industry. The Committee
relies on an independent compensation consultant and national surveys for advice
and information on competitive compensation practices and trends in the
marketplace. The Committee has selected a group of insurance and financial
services companies against which MetLife's executive compensation programs are
benchmarked and generally positions its executive compensation opportunities
within a range of the median to the third quartile of insurance and financial
services companies. Some of these companies, but not all, are included in the
S&P Indices which are reflected on the "Performance Graph," on page 24.
It is the Committee's policy that all incentive compensation paid to MetLife's
executives be deductible for federal income tax purposes.
COMPENSATION COMPONENTS AND PRACTICES
Because of specific regulatory constraints related to the demutualization of
Metropolitan Life Insurance Company, a wholly-owned subsidiary of MetLife, the
Company was unable to use stock-based incentives prior to April 2001. Executives
were not permitted to own stock until April 7, 2002, the second anniversary of
the demutualization. Through April 7, 2005, the maximum number of shares the
Committee may use in the various components of the Company's executive
compensation and benefits programs is 5% of the shares outstanding immediately
after the effective date of the plan of demutualization, subject to reduction
for stock options granted to members of the Company's Board of Directors (see
"The MetLife, Inc. 2000 Directors Stock Plan" on page 12) and for shares granted
as compensation to employees or insurance agents under certain other
compensation and benefit plans.
Total compensation consists of base salary and annual and long-term incentive
awards. A substantial portion of each executive's total compensation is variable
and will continue to be at risk based on Company, business unit and individual
performance. As an executive's responsibilities become more significant, a
larger portion of total compensation will be at-risk or variable based on
performance. The compensation philosophy places less emphasis on base salary
than on incentives and aims to reward executives through the payment of annual
and long-term incentive awards that are performance-driven.
15
Beginning in April 2001, the Committee was able to grant stock options and to
approve long-term incentive payments in stock to the Company's executives. Each
of these compensation components replaced long-term incentive awards previously
paid in cash.
BASE SALARY
Each year the Committee reviews the base salaries of the Named Executive
Officers and, when warranted, makes recommendations to the Board of Directors in
the context of total compensation relative to their responsibilities and the
competitive market. Likewise other executive officers are paid base salaries
that are intended to reflect their level of responsibilities and competitive
market conditions within a total compensation context.
ANNUAL INCENTIVE PROGRAM
The objectives of the Annual Variable Incentive Plan (the "AVIP") are to:
- Provide competitive opportunities commensurate with Company performance;
- Align total annual incentive pay with the Company's annual business results;
and
- Make a significant portion of total compensation variable based upon Company,
business unit and individual performance.
Prior to the beginning of each calendar year, the Committee approves the formula
of performance measures and goals of the AVIP that are based on the Company's
business plan. Goals, such as operating earnings and return on equity, are used
as a basis for determining the maximum incentive pool that will be available for
distribution. The actual pool approved by the Committee is allocated among the
various business units based on each unit's performance compared with the
objectives set for it at the beginning of the performance period and overall
Company results. In all AVIP award determinations, including those for Named
Executive Officers, individual performance, compared with established objectives
and relative contributions among the AVIP participants, is a key factor in the
determination of the individual's actual incentive award. Paying for performance
has produced significant AVIP award differentiation based on an individual's
performance and relative contribution. The Committee recommends individual
incentive awards for executive officers, including the Named Executive Officers
to the Board of Directors for approval. Each of the Named Executive Officers
participates in AVIP.
LONG-TERM INCENTIVE PROGRAM
As stated above, the Committee was able to grant stock options and approve
long-term incentive payments in stock beginning in April 2001. In 2001, a new
long-term incentive program replaced the one which was payable entirely in cash.
Since that time, the long-term incentive program has been comprised of two
components: the Long-Term Performance Compensation Plan (the "Long-Term Plan")
and the MetLife, Inc. 2000 Stock Incentive Plan (the "Stock Plan"). Long-term
incentive awards assist the Company in focusing efforts of the executives on
increasing total shareholder value and attaining other performance goals over a
number of years, which are integral to the Company's continued success.
The objectives of the long-term incentive program are:
- Align executives' and shareholders' interests;
- Foster and promote the long-term financial success of the Company;
- Encourage executives to take a long-term strategic perspective and reward
performance accordingly; and
- Attract and retain key executives with long-term business perspective.
16
Long-term incentive awards for executives, including those of the Named
Executive Officers, are recommended by the Committee to the Board of Directors
in the context of total compensation.
LONG-TERM PERFORMANCE COMPENSATION PLAN
The Long-Term Plan covers a three-year performance period (the "Performance
period"). The Committee approves the incentive opportunity targets for each
Long-Term Plan participant, including the Named Executive Officers, for each
Performance period. The Committee may approve a higher or lower incentive
opportunity for a particular individual based on his or her potential impact on
the Company's long-term business results.
At the time it approves incentive opportunities, the Committee also determines
the financial and strategic business goals against which corporate performance
will be measured. The primary factor the Committee considers is total
shareholder return on the Company's stock during the Performance period. At the
end of the Performance period, the Committee also considers the extent to which
the other corporate performance goals have been met and determines the amount
which may be awarded to participants with respect to performance for such
period.
The Committee and the Board of Directors may choose to exercise discretion under
the Long-Term Plan to approve a final award reflecting between 90% and 110% of
the product of each individual's incentive opportunity multiplied by the total
shareholder return on the Company's common stock during the Performance period.
No award will become payable, including those of the Named Executive Officers,
unless it is approved by the Board of Directors. Awards may be paid, in whole or
in part, in shares of the Company's common stock at the discretion of the Board
of Directors. Each of the Named Executive Officers participates in the Long-Term
Plan.
METLIFE, INC. 2000 STOCK INCENTIVE PLAN
The Committee administers the Stock Plan and determines the participants to whom
options to purchase shares of Company common stock shall be granted, the timing
of such grants, and terms and conditions of each option. No option exercise
price may be less than the fair market value of a share of the Company's common
stock on the date the option is granted.
In 2001, all eligible domestic employees and insurance agents of MetLife and
certain subsidiaries, including the Named Executive Officers, were granted 200
Founder's Grant stock options. In 2001 and 2002, management employees of the
Company and certain subsidiaries, including each of the Named Executive
Officers, were granted "Management" stock options, in amounts determined on an
individual basis by the Committee to reflect the responsibilities and
performance of the participants and to motivate superior performance. For
additional information about stock options, see the chart entitled "Option
Grants in Last Fiscal Year" on page 20.
BUILDING EQUITY OWNERSHIP
Executives, including the Named Executive Officers, were not able to own stock
until the second anniversary of the demutualization (April 7, 2002). The Company
has established a strong ownership philosophy. Executives, including the Named
Executive Officers, are expected to retain net profit shares from the exercise
of stock options and after-tax shares awarded under the Long-Term Plan.
CEO COMPENSATION
In reviewing the level of Mr. Benmosche's total compensation in 2002, the
Committee determined an increase to his base salary was warranted, compared to
the competitive market within the insurance industry and broader financial
services industry. As a result, Mr. Benmosche's base salary was increased in
March, 2002 to $1,100,000. Prior to that, his base salary had been $1,000,000
since January 1, 1999.
Mr. Benmosche's total compensation for 2002, which is detailed in the "Summary
Compensation Table" on page 19, includes an annual incentive award under AVIP of
$3,500,000 for 2002 and a long-term incentive award of $3,336,300 under the
Long-Term Incentive Plan for the 2000-2002
17
performance period. In 2002, Mr. Benmosche also received stock options totaling
525,000 shares and an LTPCP award opportunity of $3,000,000 under the Long-Term
Incentive Plan for the April 1, 2002 - March 31, 2005 performance period.
In approving his compensation for 2002 performance, the Committee considered Mr.
Benmosche's effective and dynamic leadership of MetLife and his substantial
contributions to the Company's 2002 performance in the following areas:
- The Company's improved performance in 2002 as determined by specific financial
measures, such as operating revenue and earnings, return on equity, and
earnings per share;
- Maintaining or improving the financial strength and credit ratings of the
Company and its subsidiaries;
- Continuing to drive operational excellence and efficiencies, improved quality
and reduced cost through the innovative application of enhanced technological
capabilities;
- Leading organizational changes with improved operational efficiencies to
enable the Company to capitalize on emerging business trends;
- Enhancing the Company's global position through a strategic international
acquisition; and
- Leading change in the culture toward a more diverse, skilled and
performance-based Company, while maintaining the Company's traditional high
ethical standards.
In approving his Long-Term Plan award based on the 2000-2002 performance period,
the Committee evaluated the Company's performance during that period compared to
the established financial and strategic goals established at the beginning of
the three-year period.
OTHER COMPENSATION AND BENEFIT PROGRAMS
The Named Executive Officers also participate in a broad-based employee benefits
program that includes a pension program, a savings and investment plan, group
health and disability coverage, group life insurance, and other benefit plans.
Each of the Named Executive Officers has the opportunity under the Company's
deferred compensation program to defer receipt of a portion of his cash
compensation and stock awards until a later date. Further details on the pension
program are provided on pages 21 and 22. The Named Executive Officers are also
parties to other employment-related agreements as described on pages 22 and 23
under the heading "Employment-Related Agreements."
Respectfully,
William C. Steere, Jr., Chair
Catherine R. Kinney
Charles M. Leighton
18
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EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
--------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ------------- ----------
------------------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)(3) PAYOUTS($) COMPENSATION($)
--------------------------- ---- --------- -------- --------------- ------------- ---------- ---------------
Robert H. Benmosche,
Chairman of the Board,
President and Chief
Executive Officer...... 2002 $1,080,769 $3,500,000(1) $ 66,253(2) 525,000 $3,336,300(4) $421,771(5)
2001 1,000,000 3,300,000 114,936(2) 322,600 4,238,000 463,731
2000 1,000,000 3,400,000 -- -- 4,484,200 366,242
C. Robert Henrikson,
President, U.S. Insurance
and Financial Services... 2002 585,577 1,100,000(1) -- 140,000 1,430,000(4) 117,217(5)
2001 525,000 825,000 -- 80,800 1,800,000 129,605
2000 522,500 900,000 -- -- 1,931,600 123,828
Gerald Clark, Vice Chairman
of the Board and Chief
Investment Officer..... 2002 662,308 900,000(1) 52,068(2) 155,000 1,644,922(4) 132,030(5)
2001 630,000 1,075,000 61,382(2) 89,750 2,114,274 154,715
2000 630,000 1,000,000 -- -- 2,460,298 137,047
Stewart G. Nagler, Vice
Chairman of the Board and
Chief Financial
Officer................ 2002 662,308 850,000(1) -- 155,000 1,672,700(4) 139,819(5)
2001 630,000 1,000,000 57,635(2) 89,750 2,142,000 139,412
2000 630,000 1,200,000 -- -- 2,488,600 141,413
Gary A. Beller, Senior
Executive Vice President
and General Counsel.... 2002 460,000 900,000(1) -- 110,000 1,106,300(4) 121,071(5)
2001 460,000 850,000 -- 67,375 1,275,000 139,385
2000 458,000 950,000 -- -- 1,494,800 128,476
----------------------------------------------------------------------------------------------------------
---------------
(1) Includes incentive awards pursuant to the Annual Variable Incentive Plan,
based on 2002 performance, which were paid in the first quarter of 2003.
(2) Includes amounts representing the approximate incremental cost to MetLife
for personal use of the corporate aircraft as follows: during 2002: $66,040
for Mr. Benmosche; and $39,260 for Mr. Clark; and during 2001: $112,400 for
Mr. Benmosche; $46,200 for Mr. Clark; and $50,600 for Mr. Nagler.
(3) Specific information regarding stock option grants is provided in the table
entitled "Option Grants in Last Fiscal Year" set forth on page 20.
(4) Includes long-term incentive awards pursuant to the Long-Term Plan, for
services performed during the three-year performance period January 1,
2000 - December 31, 2002, which were made in the first quarter of 2003;
one-half of the award was paid in cash and one-half of the award was paid in
shares of MetLife, Inc. common stock.
(5) Includes: (i) contributions to the Savings and Investment Plan for Employees
of MetLife and Participating Affiliates of $8,000 for each of the Named
Executive Officers; (ii) employer contributions to, or with respect to, the
Auxiliary Savings and Investment Plan as follows: Mr. Benmosche: $167,231;
Mr. Henrikson: $35,223; Mr. Clark: $61,492; Mr. Nagler: $58,492; and Mr.
Beller: $44,400; (iii) payments representing the dollar value of the benefit
of the portion of split dollar life insurance premiums paid by the employer
as follows: Mr. Benmosche: $246,540; Mr. Henrikson: $60,794; Mr. Clark:
$62,538; Mr. Nagler: $73,327; and Mr. Beller: $68,671; and
19
(iv) employer matching contributions to the MetLife Deferred Compensation
Plan for Officers as follows: Mr. Henrikson: $13,200.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS
PERFORMANCE OR OTHER PERIOD ---------------------------------
NAME UNTIL MATURATION OR PAYOUT ESTIMATED TARGET PAYMENT(1)
---- ------------------------------ ---------------------------------
Robert H. Benmosche............. April 1, 2002 - March 31, 2005 $3,000,000
C. Robert Henrikson............. April 1, 2002 - March 31, 2005 600,000
Gerald Clark.................... April 1, 2002 - March 31, 2005 670,000
Stewart G. Nagler............... April 1, 2002 - March 31, 2005 670,000
Gary A. Beller.................. April 1, 2002 - March 31, 2005 450,000
---------------
(1) The Long-Term Plan provides for awards to eligible employees at the end of
the three-year Performance period. At the beginning of each Performance
period, individual incentive opportunities are set for each participant. In
addition, performance measures and goals are established for the MetLife
enterprise. The performance of the enterprise, measured against these
measures and goals, affects the amount of the award payable in respect of
the stated individual opportunity.
For the Performance period ending in 2005, the Board of Directors determined
to exercise its discretion to approve the base amount of each individual's
award by adjusting the incentive opportunity set for that individual upward
or downward to reflect the total shareholder return on the Company's common
stock during the Performance period (the "Base Award"). In addition, the
Board of Directors may further adjust any Base Award under the Long-Term
Plan. For the Performance period ending in 2005, the Board has determined to
exercise its discretion so that the final award for each participant will
not be less than 90% of the Base Award or greater than 110% of the Base
Award. The target amounts included in the table reflect 100% of the
applicable incentive award opportunity for each individual since it is not
possible to predict what the total shareholder return will be at the end of
the Performance period and its impact on any such final award payout.
The Long-Term Plan does not specify a maximum dollar amount of any award.
Awards under the Long-Term Plan may be paid, on the approval of the Board,
in whole or in part, in shares of the Company's common stock valued at the
fair market value of the stock on the payment date.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF ASSUMED ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM(3)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION ------------------------------
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SH)(2) DATES 5%($) 10%($)
---- ------------- ---------------- ----------- ---------- ------------ ------------
Robert H. Benmosche.... 525,000 7.22% $30.35 2/18/12 $10,022,250 $25,394,250
C. Robert Henrikson.... 140,000 1.92% 30.35 2/18/12 2,672,600 6,771,800
Gerald Clark........... 155,000 2.13% 30.35 2/18/12 2,958,950 7,497,350
Stewart G. Nagler...... 155,000 2.13% 30.35 2/18/12 2,958,950 7,497,350
Gary A. Beller......... 110,000 1.51% 30.35 2/18/12 2,099,900 5,320,700
---------------
(1) These options will normally become exercisable at the rate of 33 1/3% per
year on each of the first three anniversaries of their date of grant
beginning on February 19, 2003.
(2) The exercise price of the options granted is equal to the fair market value
of a share of MetLife common stock on the date of grant.
(3) These amounts, based on assumed appreciation rates of 5% and 10% as
prescribed by the Securities and Exchange Commission rules, are not intended
to forecast possible future appreciation, if any, of the Company's stock
price.
20
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
Robert H. Benmosche....... 0 $ 0 107,467 740,133 $ 0 $ 0
C. Robert Henrikson....... 0 0 26,867 193,933 0 0
Gerald Clark.............. 0 0 29,850 214,900 0 0
Stewart G. Nagler......... 0 0 29,850 214,900 0 0
Gary A. Beller............ 0 0 22,392 154,983 0 0
RETIREMENT PLAN INFORMATION
The following table shows the estimated annual retirement benefits payable at
normal retirement age (generally 65) to a person retiring with the indicated
final average pay and years of credited service on a 30% joint and survivor
basis, if married, and on a straight life annuity basis with a 5-year guarantee,
if single, under the Metropolitan Life Retirement Plan for United States
Employees ("Retirement Plan"), as supplemented by the MetLife Auxiliary Pension
Plan (the "Auxiliary Pension Plan"), each as described below. Each of the Named
Executive Officers participates in the Retirement Plan and the Auxiliary Pension
Plan.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE
FINAL
AVERAGE PAY 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
----------- -------- -------- ---------- ---------- ---------- ---------- ---------- ----------
$ 500,000 $ 41,200 $ 82,500 $ 123,700 $ 165,000 $ 206,200 $ 247,500 $ 288,700 $ 301,200
750,000 62,500 125,000 187,500 250,000 312,500 375,000 437,500 456,200
1,000,000 83,700 167,500 251,200 335,000 418,700 502,500 586,200 611,200
1,250,000 105,000 210,000 315,000 420,000 525,000 630,000 735,000 766,200
1,500,000 126,200 252,500 378,700 505,000 631,200 757,500 883,700 921,200
1,750,000 147,500 295,000 442,500 590,000 737,500 885,000 1,032,500 1,076,200
2,000,000 168,700 337,500 506,200 675,000 843,700 1,012,500 1,181,200 1,231,200
2,250,000 190,000 380,000 570,000 760,000 950,000 1,140,000 1,330,000 1,386,200
2,500,000 211,200 422,500 633,700 845,000 1,056,200 1,267,500 1,478,700 1,541,200
2,750,000 232,500 465,000 697,500 930,000 1,162,500 1,395,000 1,627,500 1,696,200
3,000,000 253,700 507,500 761,200 1,015,000 1,268,700 1,522,500 1,776,200 1,851,200
3,250,000 275,000 550,000 825,000 1,100,000 1,375,000 1,650,000 1,925,000 2,006,200
3,500,000 296,200 592,500 888,700 1,185,000 1,481,200 1,777,500 2,073,700 2,161,200
3,750,000 317,500 635,000 952,500 1,270,000 1,587,500 1,905,000 2,222,500 2,316,200
4,000,000 338,700 677,500 1,016,200 1,355,000 1,693,700 2,032,500 2,371,200 2,471,200
4,250,000 360,000 720,000 1,080,000 1,440,000 1,800,000 2,160,000 2,520,000 2,626,200
4,500,000 381,200 762,500 1,143,700 1,525,000 1,906,200 2,287,500 2,668,700 2,781,200
4,750,000 402,500 805,000 1,207,500 1,610,000 2,012,500 2,415,000 2,817,500 2,936,200
5,000,000 423,700 847,500 1,271,200 1,695,000 2,118,700 2,542,500 2,966,200 3,091,200
The annual retirement benefit under the Retirement Plan and the Auxiliary
Pension Plan is generally equal to the sum of (a)(i) a percentage of an
executive's "final average compensation" up to his or her "covered compensation"
(i.e., the average of the social security taxable wage base for the 35 years up
to the date the executive attains social security retirement age), plus (ii) a
percentage of the executive's "final average compensation" in excess of his or
her "covered compensation," and the sum thereof times (iii) years of "credited
service" not exceeding 35 years, and (b) a percentage of "final average
compensation" multiplied by years of "credited service" in excess of 35 years.
21
"Final average compensation" is defined as the average "annual compensation" of
an executive for the 60 highest consecutive months in the 120 months of service
prior to the executive's retirement. "Annual Compensation" used to determine the
retirement benefit under the Retirement Plan and the Auxiliary Pension Plan
consists of "annual basic compensation" which includes annual base salary and
"annual variable incentive compensation," the latter of which includes payments
under the Annual Variable Incentive Plan. Such "compensation" is generally the
same as the compensation reflected in the "salary" and "bonus" columns of the
"Summary Compensation Table." The Auxiliary Pension Plan is designed to provide
benefits which eligible employees would have received under the Retirement Plan
but for limits applicable under the Retirement Plan. Benefits payable under the
Retirement Plan and the Auxiliary Pension Plan are not subject to reduction for
social security benefits or other offset amounts.
At December 31, 2002 (assuming retirement as of such date), the estimated "final
average compensation" under the Retirement Plan and the Auxiliary Pension Plan
is $3,792,507 for Mr. Benmosche, $1,362,284 for Mr. Henrikson, $1,620,867 for
Mr. Clark, $1,710,867 for Mr. Nagler, and $1,288,867 for Mr. Beller. The
estimated years of credited service under the Retirement Plan and the Auxiliary
Pension Plan as of such date is 7 years for Mr. Benmosche, 30 years for Mr.
Henrikson, 34 years for Mr. Clark, 40 years for Mr. Nagler, and 8 years for Mr.
Beller.
EMPLOYMENT-RELATED AGREEMENTS
EMPLOYMENT CONTINUATION AGREEMENTS. The Company has entered into employment
continuation agreements with the Named Executive Officers and certain other of
its key executives. These agreements provide that, in the event of a "change of
control," as defined in the agreements, the executive's employment would
continue, subject to the terms of the agreement, for a period of three years.
During this period, the executive's compensation, benefits and certain other
terms and conditions of employment are subject to certain minimum standards
which, if not met, allow the executive to terminate employment for "good
reason," as defined in the agreements. Should the executive terminate employment
for "good reason" or be terminated without "cause," as defined in the
agreements, the agreements provide for the payment of termination benefits which
include: three year continuation of benefits; additional service credit for
pension benefits for the lesser of three years or through the executive's
sixty-fifth birthday; and a lump-sum severance payment equal to three times the
sum of the executive's (a) base salary, (b) average annual bonus award over the
preceding three years, and (c) should the change of control occur prior to
January 1, 2004, average long-term incentive award over the preceding three
years, less the value of any equity compensation awards. The agreements also
provide that the Named Executive Officer would be made whole for any excise
taxes due as a result of payments exceeding the change of control excise tax
threshold.
Additionally, Messrs. Benmosche, Clark and Nagler may voluntarily terminate
employment during the thirty-day period beginning six months after a change of
control and receive the termination benefits discussed in the prior paragraph.
TRANSITION ASSISTANCE PLAN. The Named Executive Officers are eligible to
participate in the MetLife Plan for Transition Assistance for Officers which
provides for outplacement services and formula-based severance payments, and
other benefits, including: vesting of pension and savings and investment plan
account balances; certain additions to age and service credit for pension and
benefits purposes; limited continuation of medical benefits or, under certain
conditions, eligibility for retirement medical benefits; and limited
continuation of life insurance benefits.
STOCK PLAN AND STOCK OPTION AGREEMENTS. The Named Executive Officers have been
awarded stock options under the Stock Plan and have executed agreements
concerning such options. All such agreements provide that if the executive is:
(i) terminated from employment in a sale, divestiture, or similar transaction
involving a business unit or segment designated by the Compensation Committee,
the options will continue to become exercisable as originally scheduled and
remain exercisable until the earlier of the expiration of the term of the option
or three years after the date the executive is
22
terminated; or (ii) terminated from employment for "cause," as defined in the
Stock Plan, the options will be forfeited.
All such agreements also provide that in the event of a "change of control," as
defined in the Stock Plan, all options covered by the agreements will become
fully exercisable. However, the Compensation Committee has the discretion to
cancel the options and, in lieu thereof, make a cash payment to the executive
equal to the excess of the "change of control" price over the option exercise
price. No such acceleration of exercisability, cash settlement or other payment
will occur if, prior to the change of control, the Compensation Committee
reasonably determines in good faith that the options will be honored, assumed,
or substituted for new rights immediately after the change of control.
The agreements regarding grants on and after February 8, 2002, provide that if
the executive: (i) dies while employed, all options will become exercisable
immediately and remain exercisable until the expiration of the term of the
option; (ii) retires, the options will continue to become exercisable and remain
exercisable until the expiration of the term of the option; or (iii) qualifies
for long-term disability, the options will continue to become exercisable and
remain exercisable until the expiration of the term of the option and no
subsequent termination of employment, other than for "cause," will affect the
options. Such agreements regarding earlier grants provide that if the executive:
(i) dies while employed, all options will become exercisable immediately and
remain exercisable until the earlier of the expiration of the term of the option
or three years after the date of the executive's death; (ii) retires, the
options will continue to become exercisable as originally scheduled and remain
exercisable until the earlier of the expiration of the term of the option or
three years after the date the executive retired; or (iii) becomes eligible for
long-term disability, the options will continue to become exercisable as
originally scheduled and remain exercisable until the earlier of the expiration
of the term of the option or three years after the date the executive qualifies
for long-term disability and no subsequent termination of employment, other than
for "cause," will affect the options.
All such agreements provide that, should the executive's employment terminate
for a reason not otherwise described above, any then-currently exercisable
options may be exercised until the earlier of the expiration of the term of the
option or thirty days from the date of termination.
23
--------------------------------------------------------------------------------
PERFORMANCE GRAPH
--------------------------------------------------------------------------------
The following graph compares the cumulative shareholder return on MetLife common
stock with the cumulative total return on the Standard & Poor's 500 Stock Index,
the Standard & Poor's 500 Insurance Index, and the Standard & Poor's Financial
Index. The graph assumes that $100 was invested on April 5, 2000 (the date on
which public trading in MetLife common stock commenced) in MetLife common stock
and each of the indices described, and that all dividends were reinvested.
------------------------------------------------------------------------------------------------------------
APRIL 5, 2000 DECEMBER DECEMBER 31, 2001 DECEMBER 31, 2002
31, 2000
------------------------------------------------------------------------------------------------------------
MetLife, Inc. $100 $228 $207 $178
------------------------------------------------------------------------------------------------------------
S&P 500(R) $100 $ 90 $ 79 $ 61
------------------------------------------------------------------------------------------------------------
S&P 500 Insurance Index $100 $140 $122 $ 97
------------------------------------------------------------------------------------------------------------
S&P Financial Index $100 $123 $112 $ 95
------------------------------------------------------------------------------------------------------------
24
--------------------------------------------------------------------------------
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
The following table sets forth, at February 28, 2003, the number of shares of
common stock of the Company or its affiliates beneficially owned by: (i) each
Director; (ii) each of the Named Executive Officers; and (iii) all Directors and
Executive Officers as a group.
-------------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF SHARES COMMON STOCK
NAME AND ADDRESS(6) BENEFICIALLY OWNED(1)(2) OUTSTANDING
-------------------------------------------------------------------------------------------------------------
Robert H. Benmosche...................................... 484,882 *
-------------------------------------------------------------------------------------------------------------
Curtis H. Barnette....................................... 6,866 *
-------------------------------------------------------------------------------------------------------------
Gerald Clark............................................. 153,169 *
-------------------------------------------------------------------------------------------------------------
John C. Danforth......................................... 6,875 *
-------------------------------------------------------------------------------------------------------------
Burton A. Dole, Jr....................................... 6,890 *
-------------------------------------------------------------------------------------------------------------
James R. Houghton........................................ 6,866 *
-------------------------------------------------------------------------------------------------------------
Harry P. Kamen........................................... 9,936 *
-------------------------------------------------------------------------------------------------------------
Helene L. Kaplan......................................... 7,885 *
-------------------------------------------------------------------------------------------------------------
Catherine R. Kinney...................................... 5,072 *
-------------------------------------------------------------------------------------------------------------
Charles M. Leighton...................................... 6,954 *
-------------------------------------------------------------------------------------------------------------
Stewart G. Nagler(5)..................................... 154,102 *
-------------------------------------------------------------------------------------------------------------
John J. Phelan, Jr....................................... 7,849 *
-------------------------------------------------------------------------------------------------------------
Hugh B. Price............................................ 6,885 *
-------------------------------------------------------------------------------------------------------------
William C. Steere, Jr.................................... 6,885 *
-------------------------------------------------------------------------------------------------------------
C. Robert Henrikson...................................... 138,410 *
-------------------------------------------------------------------------------------------------------------
Gary A. Beller........................................... 110,003 *
-------------------------------------------------------------------------------------------------------------
Board of Directors of MetLife, but not in each Director's
individual capacity(7)................................... 387,566,164(3) 55.34%
-------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a group(8)....... 1,490,565(4) *
-------------------------------------------------------------------------------------------------------------
* Number of shares represents less than one percent of the number of shares of
common stock outstanding.
(1) Each Director and Named Executive Officer has sole voting and investment
power over the shares beneficially owned as set out in this column, except
for: (i) shares held in the MetLife Policyholder Trust (described in note
(7) below); (ii) shares that the Named Executive Officers have the right to
acquire under the Stock Plan (set out in note (2) below); and (iii) shares
that the Directors have a right to receive under the Directors Stock Plan
and Executive Officers have a right to receive under the Long-Term Plan (set
out in note (2) below). Additionally, Mr. Henrikson has shared investment
and voting power over 479 shares and has no investment or voting power over
20 shares.
(2) Includes: (i) shares that are subject to options which were granted under
the Directors Stock Plan or the Stock Plan and are exercisable within 60
days of February 28, 2003: 4,248 shares for Messrs. Barnette, Danforth,
Dole, Houghton, Kamen, Leighton, Phelan, Price, Steere, and Ms. Kaplan,
respectively; 3,045 shares for Ms. Kinney; 389,934 shares for Mr. Benmosche;
100,401 shares for Mr. Henrikson; 111,367 shares for Messrs. Clark and
Nagler, respectively; and 81,451 shares for Mr. Beller; (ii) deferred shares
under the Directors Stock Plan: 2,627 deferred
25
shares for each of Messrs. Danforth, Dole, Kamen, Leighton, Price and
Steere, and Ms. Kaplan; and 1,498 for Mr. Phelan; (iii) deferred shares
under the Long-Term Plan: 64,159 for Mr. Benmosche; 27,500 for Mr.
Henrikson; 31,633 for Mr. Clark; 32,167 for Mr. Nagler and 21,275 for Mr.
Beller; and (iv) 10,149 share equivalents for Mr. Nagler held under the
Metropolitan Life Auxiliary Savings and Investment Plan.
(3) This number reflects the ownership of the Beneficiaries of the MetLife
Policyholder Trust, as reported on Amendment No. 12 to Schedule 13D referred
to under the heading "Ownership of MetLife Common Stock" on page 27.
(4) Includes: (i) 1,112,862 shares that are subject to options that are
exercisable within 60 days of February 28, 2003, by all Directors and
Executive Officers of the Company as a group; and (ii) 283,370 deferred
shares and share equivalents held by all Directors and Executive Officers of
the Company as a group.
(5) Mr. Nagler, a Director and Executive Officer of the Company, is also the
Chairman and a Director of Reinsurance Group of America, Incorporated
("RGA"), an affiliate of the Company, and beneficially owns 1,000 shares of
RGA common stock (the "RGA Shares"). He exercises sole voting and investment
power over the RGA Shares.
(6) The address of each Director and Named Executive Officer is: c/o MetLife,
Inc., One Madison Avenue, New York, New York 10010-3690.
(7) The Board of Directors of MetLife, but not in any Director's individual
capacity, is deemed to beneficially own the shares of common stock held by
the MetLife Policyholder Trust because the Board will direct the voting of
those shares on certain matters submitted to a vote of shareholders. The
amount shown includes shares beneficially owned through the MetLife
Policyholder Trust by a Director in the Director's individual capacity.
(8) Does not include shares of MetLife common stock held by the MetLife
Policyholder Trust beneficially owned by the Board of Directors, other than
in each Director's individual capacity.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the
Company's Directors, executive officers and holders of more than 10% of the
Company's common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by such person with respect to the Company. The Company believes that during
fiscal 2002, all filings required to be made by reporting persons were timely
made in accordance with the requirements of the Exchange Act.
26
--------------------------------------------------------------------------------
OWNERSHIP OF METLIFE COMMON STOCK
--------------------------------------------------------------------------------
The following information was reported to the Securities and Exchange Commission
by persons who beneficially owned more than 5% of MetLife common stock as of the
dates of their reports.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ---------- ----------
Beneficiaries of the MetLife Policyholder
Trust(1)..................................... 387,566,164 55.34%
c/o Wilmington Trust Company, as Trustee
1100 North Market Street
Wilmington, DE 19890
(1) In connection with the demutualization of Metropolitan Life Insurance
Company, certain of its eligible policyholders were allocated a number of
interests in the MetLife Policyholder Trust equal to the number of shares of
MetLife common stock allocated to such policyholders. The shares
beneficially owned by such policyholders, the beneficiaries of the Trust,
are held in the name of Wilmington Trust Company, as Trustee. The Trust
Agreement provides the Trustee with directions as to the manner in which to
vote, assent or consent shares in the Trust at all times during the term of
the Trust. The beneficiaries of the Trust have sole investment power over
the shares. As reported on Amendment No. 12 to Schedule 13D, dated March 19,
2003, the MetLife Board of Directors, as a group, had shared voting power
with respect to the 387,566,164 shares.
27
APPENDIX
A
--------------------------------------------------------------------------------
AUDIT COMMITTEE CHARTER
--------------------------------------------------------------------------------
THIS AUDIT COMMITTEE CHARTER IS ADOPTED BY THE BOARD OF DIRECTORS OF METLIFE,
INC., THE AUDIT COMMITTEE HAVING RECOMMENDED ITS ADOPTION AND THE BOARD OF
DIRECTORS HAVING REVIEWED AND ASSESSED ITS ADEQUACY IN CONFORMITY WITH THE
REQUIREMENTS OF THE CORPORATE GOVERNANCE STANDARDS OF THE NEW YORK STOCK
EXCHANGE.
--------------------------------------------------------------------------------
COMMITTEE MEMBERSHIP
--------------------------------------------------------------------------------
The Audit Committee shall consist of no less than three members who shall be
determined by the Board of Directors to meet the standard of independence set
forth in paragraph 3.03 of the Corporate Governance Standards of the New York
Stock Exchange Listed Company Manual.
Each member of the Audit Committee shall be determined by the Board of Directors
to be financially literate or must become financially literate within a
reasonable time after his or her appointment to the Committee.
At least one member of the Audit Committee shall be determined by the Board of
Directors to have accounting or related financial management expertise.
The Chair of the Audit Committee and members of the Committee shall be appointed
annually by the Board of Directors at its Annual Organizational Meeting.
--------------------------------------------------------------------------------
COMMITTEE RESPONSIBILITIES
--------------------------------------------------------------------------------
The Audit Committee is responsible for overseeing management's conduct of the
Company's financial reporting and internal control processes.
The Audit Committee recognizes that management is responsible for preparing the
Company's financial statements, that the Company's independent auditor is
responsible for auditing those statements, and that management and the Company's
independent auditor have more time and knowledge and more detailed information
about the Company than do the Committee members. Accordingly, in carrying out
its oversight responsibilities, the Audit Committee will not provide any expert
or special assurance as to the Company's financial statements; nor will it
provide any professional certification as to the independent auditor's work.
In carrying out its oversight responsibility, the Audit Committee shall:
- Meet at least four times a year or more frequently as circumstances may
require;
- Make regular reports to the Board of Directors about the Committee's
activities;
- Recommend to the Board of Directors the selection and engagement of the
Company's independent auditor and the terms of their engagement;
- Review with management and with the internal auditor the staffing of the
internal audit department and the department's significant objectives;
- Review the scope, plans and results of the internal and external audits of the
Company and its financial statements;
- Review reports of the Company's internal and external auditors about the
financial condition of the Company and the integrity of the Company's
financial reporting processes and procedures;
A-1
- Review reports concerning the significant business and financial risks and
exposures of the Company and review reports evaluating the adequacy of the
Company's internal controls in connection with such risks and exposures,
including, but not limited to, accounting and audit controls over cash,
securities, receipts, disbursements and other financial transactions;
- Receive reports from the Company's General Counsel concerning significant
legal and regulatory matters;
- Review reports concerning the prevention and detection of frauds committed
against the Company and its subsidiaries;
- Review the Company's policies on ethical business conduct and review reports
concerning the monitoring of compliance with such policies;
- Review reports concerning executive officers' expenses and perquisites and
their personal use of corporate transportation, and review reports concerning
such officers' compliance with the Company's policies and procedures with
respect to such expenses and perquisites and their use of corporate
transportation; and
- Meet regularly in executive session with the Company's internal and external
auditors.
--------------------------------------------------------------------------------
REVIEW OF FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The Audit Committee may authorize the Chair of the Committee to discuss with
management and the independent auditor the Company's quarterly reports on Form
10-Q and the financial statements contained therein prior to the filing of such
quarterly reports with the Securities and Exchange Commission, and the Chair of
the Committee shall report to the full Committee concerning such discussions.
The Audit Committee shall review with management and the independent auditor the
audited financial statements to be included in the Company's Annual Reports on
Form 10-K prior to the filing of such annual reports with the Securities and
Exchange Commission and shall discuss with the independent auditor the matters
required to be discussed by Statement of Auditing Standards No. 61.
Based on such reviews and upon the receipt of an opinion of the Company's
independent auditor on the Company's financial statements, in form and content
satisfactory to the Committee, the Committee shall determine whether to
recommend that such financial statements be included in the Company's Annual
Reports on Form 10-K for filing with the Securities and Exchange Commission.
--------------------------------------------------------------------------------
RELATIONSHIP WITH THE COMPANY'S INDEPENDENT AUDITOR
--------------------------------------------------------------------------------
The independent auditor is ultimately accountable to the Board of Directors and
the Audit Committee. The Board of Directors and the Audit Committee have the
ultimate authority and responsibility to select, evaluate, and, where
appropriate, replace the independent auditor.
The Audit Committee shall ensure that the independent auditor submits on a
periodic basis to the Committee a formal written statement delineating all
relationships between the independent auditor and the Company. The Audit
Committee shall actively engage in a dialogue with the independent auditor
concerning any disclosed relationships that may impact the independent auditor's
objectivity and independence, and shall consider whether the independent
auditor's provision of non-audit services to the Company is compatible with the
maintenance of such auditor's independence.
A-2
--------------------------------------------------------------------------------
COMMITTEE REPORT TO SHAREHOLDERS
--------------------------------------------------------------------------------
Annually, the Committee shall cause to be included in the Company's proxy
statements the report of the Committee to the Company's shareholders as required
by the regulations of the Securities and Exchange Commission.
--------------------------------------------------------------------------------
ANNUAL REVIEW OF THE COMMITTEE'S CHARTER
--------------------------------------------------------------------------------
Annually, the Committee shall review and assess the adequacy of its Charter and
make recommendations to the Board of Directors concerning the Board's adoption
of the Committee's Charter.
A-3
[Recycled Logo]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Please mark
your votes
as indicated
in this example [X]
1. Election of Class I Directors 2. Ratification of appointment of
Deloitte & Touche LLP as
Independent Auditors for 2003
FOR WITHHOLD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
The Class I nominees for election as Directors are:
(01) Robert H. Benmosche (02) Gerald Clark
(03) John J. Phelan, Jr. (04) Hugh B. Price
Instruction: To withhold authority to vote for any
individual nominee(s), write the name(s) or number(s)
as listed above in the space provided below.
Exceptions: _________________________________________
_____________________________________________________
(When signing as attorney, executor, administrator,
trustee, or another representative capacity,
include signature and title.)
___________________________________________________
Signature of Plan participant(s)
___________________________________________________
Signature of Plan participant(s)
Dated: ____________________________________________
- FOLD AND DETACH HERE BEFORE MAILING CARD -
VOTE BY INTERNET OR TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
Internet and telephone voting is available
through 11:00 p.m. Eastern Time on April 20, 2003
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE PLAN TRUSTEE TO VOTE YOUR PLAN
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR VOTING
INSTRUCTION FORM.
INTERNET TELEPHONE
HTTP://WWW.EPROXY.COM/MET 1-800-435-6710
Use the Internet to vote your Use any touch-tone telephone to
Plan shares. Have your voting vote your Plan shares. Have your
instruction form in hand when voting instruction form in hand
you access the web site. You OR when you call. You will be
will be prompted to enter your prompted to enter your control
control number, located in the number, located in the box
box below, to create and submit below, and then follow the
an electronic ballot. directions given.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR VOTING INSTRUCTION FORM.
[METLIFE LOGO] METLIFE, INC. VOTING INSTRUCTION FORM
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF METLIFE, INC.
FOR THE 2003 ANNUAL MEETING, APRIL 22, 2003
Directions to Mellon Bank, N.A., Trustee of the Savings and Investment Plan for
Employees of MetLife and Participating Affiliates Company Stock Fund.
As a Plan participant, you have the right to direct the Plan Trustee how to vote
the shares of MetLife, Inc. Common Stock that are allocated to your Plan account
and shown on the reverse of this voting instruction form. The Plan Trustee will
hold your instructions in complete confidence except as may be necessary to meet
legal requirements.
You may instruct the Plan Trustee how to vote by telephone, Internet or by
signing and returning this voting instruction form. A postage paid envelope is
enclosed.
The Plan Trustee will vote your Plan shares in accordance with the
specifications indicated by you on the reverse of this voting instruction form.
The Plan Trustee must receive your voting instructions by April 20, 2003 at
11:00 p.m. Eastern Time. If the Plan Trustee does not receive your instructions
by that time, the Plan Trustee will vote your Plan shares in the same proportion
as the Plan shares for which it has received instructions. IF YOU SIGN AND
RETURN THIS VOTING INSTRUCTION FORM AND NO SPECIFICATIONS ARE INDICATED, YOUR
PLAN SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS OF METLIFE,
INC. On any matters that may be presented for a vote at the 2003 Annual Meeting
and any adjournments or postponements other than those described on the reverse
of this voting instruction form, your Plan shares will be voted in the
discretion of the proxies appointed by the shareholders.
You will receive a separate set of proxy solicitation materials for any shares
of Common Stock you own other than your Plan shares. Your non-Plan shares must
be voted separately from your Plan shares.
(CONTINUED, AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
- FOLD AND DETACH HERE -
[METLIFE LOGO]
METLIFE, INC. PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF METLIFE, INC.
FOR THE
2003 ANNUAL MEETING, APRIL 22, 2003
The shareholder(s) whose signature(s) appear(s) on the reverse side of this
proxy card hereby appoint(s) Gary A. Beller, Gwenn L. Carr, and James D.
Gaughan, or any of them, each with full power of substitution, as proxies to
vote all shares of MetLife, Inc. Common Stock that the shareholder(s) would be
entitled to vote on all matters that may properly come before the 2003 Annual
Meeting and at any adjournments or postponements. The proxies are authorized to
vote in accordance with the specifications indicated by the shareholder(s) on
the reverse of this proxy card. IF THIS PROXY CARD IS SIGNED AND RETURNED BY THE
SHAREHOLDER(S), AND NO SPECIFICATIONS ARE INDICATED, THE PROXIES ARE AUTHORIZED
TO VOTE AS RECOMMENDED BY THE BOARD OF DIRECTORS OF METLIFE, INC. If this proxy
card is signed and returned, the proxies appointed thereby will be authorized to
vote in their discretion on any other matters that may be presented for a vote
at the 2003 Annual Meeting and at any adjournments or postponements.
(CONTINUED, AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
- FOLD AND DETACH HERE -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Please mark
your votes as
indicated in /X/
this example
1. Election of Class I Directors
FOR WITHHOLD
/ / / /
The Class I nominees for election as Directors are:
(01) Robert H. Benmosche (02) Gerald Clark
(03) John J. Phelan, Jr. (04) Hugh B. Price
Instruction: To withhold authority to vote for any individual nominee(s), write
the name(s) or number(s) as listed above in the space provided below.
Exceptions:
--------------------------------------------------------------------
--------------------------------------------------------------------------------
2. Ratification of appointment of Deloitte & Touche LLP as Independent Auditors
for 2003
FOR AGAINST ABSTAIN
/ / / / / /
Consent to Electronic Delivery
By checking the box to the right, I consent to access MetLife,
Inc.'s Annual Reports to Shareholders, Proxy Statements,
prospectuses, and other shareholder communications on-line. I
understand that unless I request otherwise or revoke my consent,
MetLife will not distribute printed material to me. MetLife will
tell me when annual meeting related material is on-line and how
to access it. I understand that costs associated with the use of
the Internet will be my responsibility. To revoke my consent, I
can contact MetLife's transfer agent, Mellon Investor Services
at: https://vault.melloninvestor.com/isd / /
If you plan to attend the meeting, please mark this box. / /
If you wish to include any comments, please mark this box
and use reverse side. / /
To change your address, please mark this box and indicate
your new address in the name and address area. / /
(When signing as attorney, executor, administrator,
trustee, or another representative capacity, include
signature and title.)
--------------------------------------------------------------------------
Signature of Shareholder(s)
--------------------------------------------------------------------------
Signature of Shareholder(s)
Dated:
--------------------------------------------------------------------
- FOLD AND DETACH HERE BEFORE MAILING CARD -
VOTE BY INTERNET OR TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
Internet and telephone voting is available
through 6:00 p.m. Eastern Time on April 21, 2003
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
INTERNET
HTTP://WWW.EPROXY.COM/MET
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
OR
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.