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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 25, 2002
Dear Shareholder:
You are cordially invited to attend MetLife, Inc.'s annual meeting, which will
be held on Tuesday, April 23, 2002 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 five Class III
Directors and the ratification of the appointment of Deloitte & Touche LLP as
the Company's independent auditors for 2002 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 2002 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 23, 2002 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 five Class III Directors, each for a term of three
years;
2. The ratification of the appointment of Deloitte & Touche LLP as
MetLife's independent auditors for the year ending December 31, 2002;
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 March 1, 2002 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 25, 2002
TABLE OF CONTENTS
Proxy Statement -- 2002 Annual Meeting...................... 1
Information About the 2002 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
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PROXY STATEMENT -- 2002 ANNUAL MEETING
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This Proxy Statement contains information about the 2002 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 23, 2002 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
25, 2002.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2002 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 2002 ANNUAL MEETING AND PROXY VOTING
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WHAT MATTERS ARE TO BE VOTED ON AT THE ANNUAL MEETING?
- The election of five nominees to serve as Class III Directors.
- The ratification of the appointment of independent auditors to audit the
Company's financial statements for the year ending December 31, 2002.
WHAT IS THE BOARD'S RECOMMENDATION?
The Board recommends votes:
- FOR the election of each of the Class III 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 March 1, 2002
(the "record date") are entitled to vote at the 2002 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 proxy at
the 2002 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 III Directors and FOR the ratification of the
appointment of Deloitte & Touche LLP as MetLife's independent auditors for
2002.
WHO CAN ATTEND THE 2002 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 III 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 2002 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.
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HOW MANY SHARES CAN VOTE AT THE 2002 ANNUAL MEETING?
Each of the 711,193,654 shares outstanding as of the March 1, 2002 record date
are entitled to vote at the 2002 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 2002 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 III 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 2002 Annual
Meeting. The By-Laws of MetLife provide for confidential voting.
WHAT ARE THE COSTS FOR SOLICITING PROXIES FOR THE 2002 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 2003 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 2003 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 25, 2002.
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 2003 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, 2002, 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 2002 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, 2002.
MAY I REQUEST ELECTRONIC DELIVERY OF MY PROXY STATEMENT AND ANNUAL REPORT?
This Proxy Statement and MetLife's 2001 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, 2001, ADDRESS YOUR REQUEST ON THE INTERNET TO
HTTP://IR.METLIFE.COM BY SELECTING "INFORMATION REQUESTS" OR CALL
1-800-649-3593.
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PROPOSAL ONE -- ELECTION OF DIRECTORS
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At the 2002 Annual Meeting, five Class III Directors will be elected to hold
office until the 2005 Annual Meeting and until their successors are elected and
qualified.
Each Class III Nominee is currently serving as a Director of MetLife and has
agreed to continue to serve if elected. The Board of Directors has no reason to
believe that any Nominee would be unable to serve as a Director. However, if for
any reason a Nominee should become unable to serve at or before the 2002 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 2002 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 III NOMINEES:
JAMES R. HOUGHTON, age 65, has been Non-Executive Chairman of the Board of
Corning Incorporated since 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 holds a degree
from Harvard College and an M.B.A. 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 68, 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. Mrs. Kaplan is a member of the
American Philosophical Society and the American Academy of Arts and Sciences.
Mrs. Kaplan holds an A.B. degree, cum laude, from Barnard College and a J.D.
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 49, 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. and a member of the Board of Trustees of the New York
Downtown Hospital. 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 59, 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 chairman of the board of
Polytechnic University of New York. He received a B.S. 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 65, was Chairman of the Board and Chief Executive
Officer of Pfizer Inc. from 1992 until his retirement in December 2000. Mr.
Steere is a director of Pfizer Inc., Dow Jones &
5
Company, Inc. and Minerals Technologies, Inc. Mr. Steere holds a degree from
Stanford University. He has been a Director of MetLife since August 1999 and a
Director of Metropolitan Life Insurance Company since 1997.
THE FOLLOWING CLASS I AND CLASS II DIRECTORS ARE CONTINUING IN OFFICE:
CLASS I DIRECTORS -- TERMS TO EXPIRE IN 2003
ROBERT H. BENMOSCHE, age 57, 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 from 1989 to 1995. He is a member of the board of trustees of
Alfred University and the board of directors of the New York Philharmonic. He
holds a B.A. 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 58, 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. Mr. Clark is a director
of Credit Suisse Group. He is a member of the Board of Trustees of Villanova
University. He holds a B.A. degree from Miami (Ohio) University and an M.B.A.
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 70, has been a senior advisor to the Boston Consulting
Group since 1992. Prior to that time, Mr. Phelan was Chairman and Chief
Executive Officer of the New York Stock Exchange, Inc. Mr. Phelan is a director
of Eastman Kodak Company and Merrill Lynch & Co. He holds a 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 60, 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 is a graduate of Amherst
College and Yale Law School. Mr. Price has been a Director of MetLife since
August 1999 and a Director of Metropolitan Life Insurance Company since 1994.
CLASS II DIRECTORS -- TERMS TO EXPIRE IN 2004
CURTIS H. BARNETTE, age 67, is Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP. He is also Chairman Emeritus of Bethlehem Steel
Corporation and served as 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 member of the Business Council, a trustee of Lehigh
University, a member of the Board of Governors of West Virginia University and a
director of the West Virginia University Foundation. Mr. Barnette received a
B.A. from West Virginia University and a J.D. 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 serves on
the President's Trade Advisory Committee, and is a director of the National
Center for State Courts. He has been a Director of MetLife since 1999 and a
Director of Metropolitan Life Insurance Company since 1994.
JOHN C. DANFORTH, age 65, 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 GenAmerica Financial Corporation and General American
Life Insurance Company, wholly-owned subsidiaries of MetLife, The Dow Chemical
Company and Cerner Corporation. Senator Danforth holds an A.B. from Princeton
6
University, an L.L.B. 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 64, was Chairman of the Board of Nellcor Puritan
Bennett, Incorporated 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. He received both a B.S. in
mechanical engineering and an M.B.A. 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 68, 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 BDirect Capital LLC, Bethlehem Steel Corporation, The
National Association of Securities Dealers, Inc. and Pfizer Inc. Mr. Kamen holds
an A.B. from the University of Pennsylvania and an L.L.B. 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 66, was Chairman of the Board and Chief Executive
Officer of the CML Group, Inc. 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 director of FitSense
Technology Inc., Micro Phase Coatings, Inc. and a trustee of Lahey Clinic. Mr.
Leighton holds a B.A. and an honorary L.L.D. from Bowdoin College and an M.B.A.
from Harvard Business School. He has been a Director of MetLife since August
1999 and a Director of Metropolitan Life Insurance Company since 1996.
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, 2002.
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.
2001 AUDIT FEES.
Audit Fees(1)............................................... $ 13.9 million
Financial Information Systems Design and Implementation
Fees...................................................... None
Other Fees
Audit Related Fees(2)..................................... $ 8.0 million
Non-Audit Fees(3)......................................... $ 4.0 million
--------------
Total Other Fees....................................... $ 12.0 million
---------------
(1) Based on work performed by Deloitte through February 2002.
(2) Primarily fees for due diligence relating to proposed acquisitions,
agreed-upon procedures, stand-alone audits, services relating to
statutory regulatory requirements, consents and comfort letters, and
audits of employee benefit plans.
(3) Fees for assistance with the Closed Block Actuarial Model, business
project management support and training, tax consultation, tax-return
preparation, and other services.
At a meeting held in December 2001, 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, 2002. The appointment is subject to ratification by MetLife
shareholders at the 2002 Annual Meeting.
Representatives of Deloitte will attend the 2002 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 policies and business strategies and advises and
counsels the Chief Executive Officer and the other executive officers who manage
MetLife's business. The Board currently consists of 16 Directors, 13 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 16 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 seven
are
8
Class III Directors with terms expiring at the 2002 Annual Meeting. Joan Ganz
Cooney and Allen E. Murray, currently Class III Directors, will retire from the
Board effective March 31, 2002 in accordance with the Board's retirement policy.
With the retirement of Mrs. Cooney and Mr. Murray, the Board of Directors of
MetLife will consist of 14 Directors: four Class I, five Class II and five Class
III Directors.
Information about the Class III Nominees and the Class I and Class II 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 Chairmen 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, Chairman
John C. Danforth
Burton A. Dole, Jr.
John J. Phelan, Jr.
Hugh B. Price
William C. Steere, Jr.
MEETINGS IN 2001: 6
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.
- 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 executive session, 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'S REPORT. The Audit Committee Report is
presented on page 14 of this Proxy Statement.
9
THE COMPENSATION COMMITTEE
MEMBERS: William C. Steere, Jr., Chairman
Joan Ganz Cooney
James R. Houghton
Catherine R. Kinney
Charles M. Leighton
Allen E. Murray
MEETINGS IN 2001: 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. 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: Joan Ganz Cooney, Chairman
Curtis H. Barnette
Gerald Clark
John C. Danforth
Burton A. Dole, Jr
Helene L. Kaplan
Stewart G. Nagler
Hugh B. Price
MEETINGS IN 2001: 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, Chairman
James R. Houghton
Harry P. Kamen
Catherine R. Kinney
Allen E. Murray
John J. Phelan, Jr.
William C. Steere, Jr.
MEETINGS IN 2001: 6
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 acquisitions
and divestitures proposed by management in conformity
with guidelines established from time to time by the
Board of Directors.
THE EXECUTIVE COMMITTEE
MEMBERS: Robert H. Benmosche, Chairman
James R. Houghton
Harry P. Kamen
Helene L. Kaplan
Charles M. Leighton
John J. Phelan, Jr.
MEETINGS IN 2001: 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.
11
BOARD AND COMMITTEE MEETINGS IN 2001. In 2001, there were 11 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 2001.
DIRECTORS' RETAINER AND ATTENDANCE FEES. Outside Directors of MetLife, Inc. are
paid an annual retainer of $110,000, of which $50,000 of value is paid in shares
of MetLife common stock, $25,000 of value is paid in options to purchase shares
of MetLife common stock, and $35,000 is paid in cash. An Outside Director who
serves as the Chairman of a Board Committee is paid an annual fee of $10,000 for
such service. The Committee Chairman's fee is paid in cash. The retainer fees
for Board service and for serving as a Committee Chairman 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.
Outside Directors also are paid a $1,000 fee for each Board and Committee
meeting they attend. Attendance fees are paid following the meetings.
In October 2001, the annual retainer for service on the Board was increased from
$60,000 and the Committee Chairman's fee was increased from $5,000. The Outside
Directors and Committee Chairman were paid prorated amounts to reflect the
increased retainers for the period from October 2001 through the 2002 Annual
Meeting. Prior to the increase, the retainer for Board service was paid as
follows: $30,000 in cash, $15,000 of value in shares of MetLife common stock,
and $15,000 of value in stock options. The meeting attendance fee was not
changed.
Outside Directors are also reimbursed for expenses they incur to attend the
Company's Board and Committee meetings.
THE METLIFE, INC. 2000 DIRECTORS STOCK PLAN. Under the MetLife, Inc. 2000
Directors Stock Plan, the Governance and Finance Committee may determine that up
to 50% of a MetLife Outside Director's retainer and attendance fees will be paid
in stock grants and that all or part of the remainder of such fees will be paid
in stock options. The exercise price of any stock options granted to Outside
Directors of MetLife shall be not less than the fair market value of a share of
MetLife 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, replace all or any
portion of the Outside Directors' fees otherwise payable in cash. In 2001, the
Governance and Finance Committee made the determination to pay a portion of the
Directors' retainer in shares of MetLife common stock, as described above.
After April 7, 2002, at his or her election, an Outside Director of MetLife may
receive stock in lieu of all or a portion of the retainer and attendance fees
that otherwise would be payable in cash. Up to a maximum of 500,000 shares of
common stock may be issued for stock grants under the Directors Stock Plan. None
of the fees payable for service as an Outside Director of Metropolitan Life
Insurance Company or other affiliates of MetLife is payable in stock awards.
Any MetLife common stock received by a MetLife Director in lieu of fees under
the Directors Stock Plan may not be sold before April 7, 2002, the second
anniversary of the effective date of Metropolitan Life Insurance Company's
demutualization. Stock options granted under the Directors Stock Plan are
exercisable at any time after April 7, 2002. An Outside Director of MetLife may
elect to defer receipt of any shares issuable under the terms of the Directors
Stock Plan in lieu of his or her retainer and attendance fees and any dividends
payable on the shares until after he or she is no longer a Director of MetLife.
The MetLife Board of Directors may terminate, modify or amend the Directors
Stock 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
Metropolitan Life Insurance Company's demutualization, the approval of the New
York Superintendent of Insurance.
12
The Directors Stock Plan was amended, effective February 8, 2002, to provide
that options will remain exercisable for the entire ten year term of the option
regardless of when the Director terminates service on the Board. The amendment
does not affect options granted prior to February 8, 2002.
METLIFE SUBSIDIARIES' DIRECTORS' RETAINER AND ATTENDANCE FEES. Each of the
Outside Directors of MetLife currently also serves as an Outside Director of
Metropolitan Life Insurance Company, a wholly-owned subsidiary of MetLife.
Outside Directors of Metropolitan Life Insurance Company are paid an annual cash
retainer of $40,000 and a meeting attendance fee of $1,000 for each Board and
Committee meeting they attend. However, if the Metropolitan Life Insurance
Company meeting is held concurrently with a meeting of MetLife, no fee would be
paid for attending the Metropolitan Life Insurance Company Board or Committee
meeting. Chairmen of Metropolitan Life Insurance Company Board Committees are
paid an annual retainer fee of $10,000 for such service, unless the Committee
Chairman serves in the same capacity for a Board Committee of MetLife, in which
case, no additional fee is paid. The Committee Chairman's fee is paid annually
in April. Outside Directors who serve for only a portion of the year are paid a
prorated retainer fee to reflect the period of their service. In October 2001,
the Board Committee Chairman's fee was increased from $5,000 and a prorated
payment was made.
Mr. Danforth also received an aggregate of approximately $37,000 in annual
retainer fees as an Outside Director of GenAmerica Financial Corporation and
General American Life Insurance Company, wholly-owned subsidiaries of the
Company.
METLIFE AND METROPOLITAN LIFE INSURANCE COMPANY FEE DEFERRALS. The Outside
Directors may defer the receipt of all or part of their retainer and attendance
fees.
DIRECTORS' BENEFIT PROGRAMS. MetLife provides $200,000 of life insurance to
each Outside Director. MetLife will recover the premiums for each policy upon
the death of the Director. The cost to MetLife of providing this life insurance
is nominal. MetLife also 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 2001, the Company purchased and paid $987,000 in premiums
for insurance policies under the program. Death benefits under the policies will
be paid to Metropolitan Life Insurance Company.
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. 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. Gerald Clark, Vice Chairman of the Board and Chief
Investment Officer of MetLife, is a director of Credit Suisse Group. From time
to time, certain Credit Suisse 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 affiliates.
13
--------------------------------------------------------------------------------
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 Committee that was adopted
and approved by the Board of Directors, the Committee, on behalf of the Board,
is responsible for overseeing management's conduct of MetLife's financial
reporting and internal control processes.
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, 2001 (the "2001 financial
statements") with management and with Deloitte.
Deloitte has discussed with the Committee the matters required to be discussed
by 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 12, 2002 stating that MetLife's 2001 financial statements present
fairly, in all material respects, the consolidated financial position of MetLife
and subsidiaries at December 31, 2001 and 2000, and the consolidated results of
their operations and their consolidated cash flows for each of the three years
in the period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America, the Committee recommended to
the Board that MetLife's 2001 audited financial statements be included in
MetLife's Annual Report on Form 10-K for the fiscal year ended December 31, 2001
for filing with the Securities and Exchange Commission.
Respectfully,
James R. Houghton, Chairman
John C. Danforth
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, oversees the development and administration of
MetLife's executive compensation programs and receives regular reports
concerning the administration of such programs. The Committee evaluates the
performance of the Chief Executive Officer and makes recommendations to the
Board of Directors concerning his compensation. The Committee also reviews and
recommends to the Board of Directors total compensation, which consists of base
salary and annual and long-term incentives, for MetLife's executive officers,
including executive officers named in the "Summary Compensation Table" on page
19 (the "Named Executive Officers").
COMPENSATION OBJECTIVES
The objectives of MetLife's executive compensation and benefit programs are to:
- Provide total compensation opportunities that will attract, retain, reward and
motivate executives;
- Align the financial interests of the Company's executives and its
shareholders; and
- Provide strong incentives for executives to build shareholder value over time.
COMPENSATION PHILOSOPHY
MetLife's compensation philosophy is to provide total compensation opportunities
that are competitive within the insurance industry and the broader financial
services industry. The Company may compete for executive talent with some, but
not all of the companies that are included in the S&P Indices which are
reflected on the "Performance Graph," on page 24. The Committee relies on an
independent compensation consultant and national surveys for advice and
information on competitive compensation practices and trends in the marketplace.
MetLife generally positions its executive compensation levels to be competitive
within a range of the median to the third quartile of insurance and financial
services companies. A substantial portion of each executive's total compensation
is and will continue to be at risk based on corporate, business unit and
individual performance.
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. 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. However,
through April 7, 2005, the maximum number of shares the Committee may use 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.
COMPENSATION COMPONENTS
Total compensation consists of base salary and annual and long-term incentive
awards.
BASE SALARY
Each executive officer is paid a base salary that is intended to reflect
competitive market conditions.
15
ANNUAL INCENTIVES
The purposes 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.
At the beginning of each calendar year, the Committee approves performance
measures and goals based on the Company's business plan. Those goals, such as
operating earnings and return on equity, are used as a basis for determining the
maximum incentive pool that would 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 incentive award
determinations, individual performance, compared with established objectives and
relative contributions among the AVIP participants, is a significant factor in
the determination of the amount of an individual's actual incentive award. The
Committee recommends individual incentive awards for executive officers to the
Board of Directors for approval.
Each of the Named Executive Officers participates in the AVIP.
LONG-TERM INCENTIVES
LONG-TERM PERFORMANCE COMPENSATION PLAN
The purposes of the Long-Term Performance Compensation Plan (the "Long-Term
Plan") are to:
- Align executives' and shareholders' interests;
- Provide competitive compensation for competitive performance;
- Encourage executives to take a long-term strategic perspective;
- Motivate and reward performance that supports the Company's long-term
performance objectives; and
- Attract and retain key executives with long-term business perspective.
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 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. At the end of the Performance period, the Committee considers
the extent to which the corporate performance goals have been met and determines
the amount which may be awarded to participants with respect to performance for
such period. Among the factors the Committee considers is total shareholder
return on the Company's stock during the Performance period.
Generally, the Committee and the Board of Directors will 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 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.
16
METLIFE, INC. 2000 STOCK INCENTIVE PLAN
The purposes of the MetLife, Inc. 2000 Stock Incentive Plan (the "Stock Plan")
are to:
- Foster and promote the long-term financial success of the Company;
- Materially increase shareholder value by motivating superior performance;
- Encourage and provide for the acquisition of an ownership interest in the
Company by employees and insurance agents of the Company and its subsidiaries;
and
- Enable the Company to attract and retain the services of an outstanding
management team.
Each Named Executive Officer participates in the Stock 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 no event may any option be exercised
prior to April 7, 2002, the second anniversary of the effective date of
Metropolitan Life Insurance Company's demutualization.
In 2001, each of the Named Executive Officers was granted two sets of stock
options under the Stock Plan: "Management" stock options and "Founder's Grant"
stock options. All eligible domestic employees and insurance agents of MetLife
and its subsidiaries, including the Named Executive Officers, were granted 200
Founder's Grant stock options. Management employees of the Company or its
subsidiaries 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.
CEO COMPENSATION
Mr. Benmosche's base salary was not increased in 2001, remaining at $1,000,000.
His annual incentive award under the AVIP for 2001 was $3,300,000, and his
long-term incentive award under the Long-Term Plan for the 1999 - 2001
Performance period was $4,238,000. Mr. Benmosche received stock option grants
for 322,600 shares on April 9, 2001 at the fair market value on the date of
grant. The Committee approved his long-term incentive opportunity of $2,400,000
under the Long-Term Plan for the April 1, 2001-March 31, 2004 Performance
period. Mr. Benmosche's total compensation for 2001 is detailed in the "Summary
Compensation Table" on page 19. In approving his annual incentive award for
2001, the Committee considered Mr. Benmosche's effective and dynamic leadership
of MetLife and his substantial contributions to the Company's performance as
measured against the following goals set by the Committee and approved by the
Board in December 2000:
- Assessing performance compared to specific financial measures of the
Company, 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;
- Encouraging the establishment of enterprise and individual objectives
that support the new vision of MetLife;
- Continuing to drive operational excellence through the innovative
application of enhanced technological capabilities; and
- Completing certain strategic acquisitions and divestitures.
17
The Committee also recognized his leadership of the Company's cultural
transformation toward a more diverse, performance-oriented organization, as well
as Mr. Benmosche's direction of immediate and responsive actions to the needs
and concerns of customers affected by the events of September 11, 2001.
In approving his Long-Term Plan award, the Committee evaluated the Company's
performance compared with previously established financial goals, as well as Mr.
Benmosche's performance compared with strategic goals similar to those listed
above.
Mr. Benmosche's total compensation for 2001 reflects the Committee's judgment of
his performance in connection with each of the foregoing goals.
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.
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."
DEDUCTIBILITY OF COMPENSATION
It is the Committee's intent that all compensation paid to MetLife's executives
be tax-deductible to the Company; however, the Committee reserves the right to
pay non-deductible compensation if it believes that it is in the best interests
of the Company to do so. Section 162(m) of the Internal Revenue Code of 1986, as
amended, generally disallows a tax deduction to public companies for annual
compensation over $1,000,000 paid to their Chief Executive Officer and certain
other highly compensated executive officers. Generally excluded from the
calculation of the $1,000,000 cap is compensation that is based on the
attainment of pre-established, objective performance goals. The Committee
believes that all compensation paid or awarded in 2001, with the exception of
certain taxable fringe benefits, will be fully deductible.
Respectfully,
William C. Steere, Jr., Chairman
Joan Ganz Cooney
James R. Houghton
Catherine R. Kinney
Charles M. Leighton
Allen E. Murray
18
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EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
--------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ------------- ----------
------------------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)(3) PAYOUTS($) COMPENSATION
--------------------------- ---- --------- -------- --------------- ------------- ---------- ------------
Robert H. Benmosche,
Chairman of the Board,
President and Chief
Executive Officer........ 2001 $1,000,000 $3,300,000(1) $114,936(2) 322,600 $4,238,000(4) $463,731(5)
2000 1,000,000 3,400,000 -- -- 4,484,200 366,242
1999 1,000,000 2,714,200 -- -- 3,422,200 225,143
Gerald Clark, Vice Chairman
of the Board and Chief
Investment Officer....... 2001 630,000 1,075,000(1) 61,382(2) 89,750 2,114,274(4) 154,715(5)
2000 630,000 1,000,000 -- -- 2,460,298 137,047
1999 630,000 900,000 -- -- 2,387,000 138,986
Stewart G. Nagler, Vice
Chairman of the Board and
Chief Financial
Officer.................. 2001 630,000 1,000,000(1) 57,635(2) 89,750 2,142,000(4) 139,412(5)
2000 630,000 1,200,000 -- -- 2,488,600 141,413
1999 630,000 1,100,000 -- -- 2,387,000 133,741
James M. Benson, President,
Individual Business...... 2001 600,000 775,000(1) -- 85,275 2,040,000(4) 145,074(5)
2000 600,000 900,000 -- -- 2,200,000 38,049
1999 600,000 900,000 737,549(6) -- 1,800,000 38,130
C. Robert Henrikson,
President, Institutional
Business................. 2001 525,000 825,000(1) -- 80,800 1,800,000(4) 129,605(5)
2000 522,500 900,000 -- -- 1,931,600 123,828
1999 500,000 875,000 -- -- 1,743,000 92,543
----------------------------------------------------------------------------------------------------------
---------------
(1) Annual incentive awards pursuant to the Annual Variable Incentive Plan,
based on 2001 performance, were paid in the first quarter of 2002.
(2) Includes: amounts representing the approximate incremental cost to MetLife
for personal use of the corporate aircraft as follows: $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) Long-term incentive awards pursuant to the Long-Term Plan, for services
performed during the three-year performance period January 1,
1999 - December 31, 2001, were made in the first quarter of 2002.
(5) Includes: (i) contributions to the Savings and Investment Plan for Employees
of MetLife and Participating Affiliates of $6,800 for each of the Named
Executive Officers, except for Mr. Benson who received $5,877; (ii) employer
contributions to, or with respect to, the Auxiliary Savings and Investment
Plan as follows: Mr. Benmosche: $169,200; Mr. Clark: $77,802; Mr. Nagler:
$66,400; Mr. Benson: $53,200; and Mr. Henrikson: $50,200; and (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:
$287,731; Mr. Clark: $70,113; Mr. Nagler: $66,212; Mr. Benson: $85,997; and
Mr. Henrikson: $72,605.
(6) Amount paid on Mr. Benson's behalf pursuant to the New England Financial
Relocation Policy.
19
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, 2001-March 31, 2004 $2,400,000
Gerald Clark...................... April 1, 2001-March 31, 2004 900,000
Stewart G. Nagler................. April 1, 2001-March 31, 2004 900,000
James M. Benson................... April 1, 2001-March 31, 2004 850,000
C. Robert Henrikson............... April 1, 2001-March 31, 2004 800,000
---------------
(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 2004, 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 2004, 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 as 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
SECURITIES PERCENT OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM(4)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION -----------------------------
NAME GRANTED(#) IN FISCAL YEAR ($/SH)(3) DATES 5%($) 10%($)
---- ---------- ---------------- ----------- ---------- ----------- ------------
Robert H. Benmosche....... 322,400(1) 2.63% $29.95 4/8/11 $6,072,529 $15,388,985
200(2) .000016% 29.95 4/8/11 3,767 9,547
Gerald Clark.............. 89,550(1) .73% 29.95 4/8/11 1,686,709 4,274,453
200(2) .000016% 29.95 4/8/11 3,767 9,547
Stewart G. Nagler......... 89,550(1) .73% 29.95 4/8/11 1,686,709 4,274,453
200(2) .000016% 29.95 4/8/11 3,767 9,547
James M. Benson........... 85,075(1) .70% 29.95 4/8/11 1,602,421 4,060,850
200(2) .000016% 29.95 4/8/11 3,767 9,547
C. Robert Henrikson....... 80,600(1) .66% 29.95 4/8/11 1,518,132 3,847,246
200(2) .000016% 29.95 4/8/11 3,767 9,547
---------------
(1) These options will normally become exercisable at the rate of 33 1/3% per
year on each of the first three anniversaries of their date of grant
beginning on April 9, 2002.
(2) A Founder's Grant of 200 stock options was made to all eligible domestic
employees of the Company and its subsidiaries on April 9, 2001. All such
options will normally become exercisable on April 9, 2004.
20
(3) The exercise price of the options granted is equal to the fair market value
of a share of MetLife common stock on the date of grant.
(4) These amounts, based on assumed appreciation rates of 5% and 10% as
prescribed by the Securities and Exchange Commission rules, are not intended
to forecast possible future appreciation, if any, of the Company's stock
price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
Robert H. Benmosche....... 0 $0 0 322,600 $0 $558,098
Gerald Clark.............. 0 0 0 89,750 0 155,268
Stewart G. Nagler......... 0 0 0 89,750 0 155,268
James M. Benson........... 0 0 0 85,275 0 147,526
C. Robert Henrikson....... 0 0 0 80,800 0 139,784
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 Metropolitan Life
Supplemental Retirement Benefit Plan ("Supplemental Retirement Plan"), each as
described below. Each of the Named Executive Officers participates in the
Retirement Plan and the Supplemental Retirement 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 $ 41,300 $ 82,600 $ 124,000 $ 165,300 $ 206,600 $ 247,900 $ 289,200 $ 301,700
750,000 62,600 125,100 187,700 250,300 312,800 375,400 438,000 456,700
1,000,000 83,800 167,600 251,500 335,300 419,100 502,900 586,700 611,700
1,250,000 105,100 210,100 315,200 420,300 525,300 630,400 735,500 766,700
1,500,000 126,300 252,600 379,000 505,300 631,600 757,900 884,200 921,700
1,750,000 147,600 295,100 442,700 590,300 737,800 885,400 1,033,000 1,076,700
2,000,000 168,800 337,600 506,500 675,300 844,100 1,012,900 1,181,700 1,231,700
2,250,000 190,100 380,100 570,200 760,300 950,300 1,140,400 1,330,500 1,386,700
2,500,000 211,300 422,600 634,000 845,300 1,056,600 1,267,900 1,479,200 1,541,700
3,000,000 253,800 507,600 761,500 1,015,300 1,269,100 1,522,900 1,776,700 1,851,700
3,500,000 296,300 592,600 889,000 1,185,300 1,481,600 1,777,900 2,074,200 2,161,700
4,000,000 338,800 677,600 1,016,500 1,355,300 1,694,100 2,032,900 2,371,700 2,471,700
4,500,000 381,300 762,600 1,144,000 1,525,300 1,906,600 2,287,900 2,669,200 2,781,700
5,000,000 423,800 847,600 1,271,500 1,695,300 2,119,100 2,542,900 2,966,700 3,091,700
The annual retirement benefit under the Retirement Plan and the Supplemental
Retirement 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
21
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.
"Final average compensation" is defined as the highest average "annual
compensation" of an executive for any 60 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 Supplemental
Retirement Plan consists of "annual basic compensation" which includes annual
base salary and "annual variable incentive compensation" 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 Supplemental Retirement 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 Supplemental Retirement Plan are not
subject to reduction for social security benefits or other offset amounts.
At December 31, 2001 (assuming retirement as of such date), the estimated "final
average compensation" under the Retirement Plan and the Supplemental Retirement
Plan is $3,159,273 for Mr. Benmosche, $1,540,600 for Mr. Clark, $1,659,867 for
Mr. Nagler, $1,521,500 for Mr. Benson and $1,263,267 for Mr. Henrikson. The
estimated years of credited service under the Retirement Plan and the
Supplemental Retirement Plan as of such date is 6 years for Mr. Benmosche, 33
years for Mr. Clark, 39 years for Mr. Nagler, 4 years for Mr. Benson and 29
years for Mr. Henrikson. In addition, Mr. Benson is entitled to receive an
enhanced retirement benefit of $400,000 vesting in equal annual installments
over ten years and payable at age 62 as a 20-year continuous and certain
annuity. At December 31, 2001, Mr. Benson was vested as to 40% of this benefit,
or $160,000 per annum.
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.
Mr. Benson's agreement also reflects the surviving obligation under a prior
employment agreement with a subsidiary of the Company whereby he would receive
an individual retirement benefit and certain indemnification rights.
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
22
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. Such agreements provide that 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, retires or is terminated
in a sale, divestiture, or transaction designated by the Compensation Committee.
Should the executive die while employed, all options would become exercisable
immediately (but not before April 7, 2002) 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. If the executive's employment is terminated for
"cause," as defined in the plan, the options would be forfeited. Should the
executive's employment terminate otherwise, 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. The agreements also provide
that in the event of a "change of control," as defined in the plan, all options
covered by the agreements would 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 Stock Plan was amended, effective February 8, 2002, and option agreements
entered into after such date will provide that if the option holder: (i) dies
while employed, all options would become exercisable immediately (but not before
April 7, 2002) 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.
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. The
Company's proxy materials for its 2001 Annual Meeting used the "S&P Insurance
Composite Index" in the comparison of cumulative total return. The "S&P 500
Insurance Index" was used instead this year because the previously used
composite index is no longer published by Standard & Poor's.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
APRIL 5, 2000 JUNE 30, 2000 DECEMBER 31, 2000 JUNE 30, 2001 DECEMBER 31, 2001
-------------------------------------------------------------------------------------------------------------------------------
MetLife, Inc. 100 135.230 227.520 201.376 207.236
-------------------------------------------------------------------------------------------------------------------------------
S&P 500(R) 100 98.070 89.520 83.516 78.892
-------------------------------------------------------------------------------------------------------------------------------
S&P 500 Insurance Index 100 104.260 132.680 129.915 120.212
-------------------------------------------------------------------------------------------------------------------------------
S&P Financial Index 100 101.300 123.530 119.223 115.764
-------------------------------------------------------------------------------------------------------------------------------
24
--------------------------------------------------------------------------------
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
The following table sets forth, at March 25, 2002, 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. Due to limitations imposed in connection with the
demutualization of Metropolitan Life Insurance Company, a wholly-owned
subsidiary of MetLife, and under the New York Insurance Law, the Directors and
Officers of MetLife will not be able to buy shares of MetLife common stock until
April 7, 2002. The insurance law also restricted the Company from awarding stock
options and stock grants to its Directors and Officers until the second quarter
of 2001.
-------------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF SHARES COMMON STOCK
NAME AND ADDRESS(1) BENEFICIALLY OWNED(4)(5) OUTSTANDING
-------------------------------------------------------------------------------------------------------------
Robert H. Benmosche...................................... 107,817 *
-------------------------------------------------------------------------------------------------------------
Curtis H. Barnette....................................... 3,149 *
-------------------------------------------------------------------------------------------------------------
Gerald Clark............................................. 29,860 *
-------------------------------------------------------------------------------------------------------------
Joan Ganz Cooney(8)...................................... 3,172 *
-------------------------------------------------------------------------------------------------------------
John C. Danforth......................................... 3,139 *
-------------------------------------------------------------------------------------------------------------
Burton A. Dole, Jr....................................... 3,154 *
-------------------------------------------------------------------------------------------------------------
James R. Houghton........................................ 3,149 *
-------------------------------------------------------------------------------------------------------------
Harry P. Kamen........................................... 3,152 *
-------------------------------------------------------------------------------------------------------------
Helene L. Kaplan......................................... 3,149 *
-------------------------------------------------------------------------------------------------------------
Catherine R. Kinney...................................... 1,355 *
-------------------------------------------------------------------------------------------------------------
Charles M. Leighton...................................... 3,218 *
-------------------------------------------------------------------------------------------------------------
Allen E. Murray(8)....................................... 2,827 *
-------------------------------------------------------------------------------------------------------------
Stewart G. Nagler(9)..................................... 30,269 *
-------------------------------------------------------------------------------------------------------------
John J. Phelan, Jr....................................... 4,121 *
-------------------------------------------------------------------------------------------------------------
Hugh B. Price............................................ 3,149 *
-------------------------------------------------------------------------------------------------------------
William C. Steere, Jr.................................... 3,149 *
-------------------------------------------------------------------------------------------------------------
James M. Benson.......................................... 28,359 *
-------------------------------------------------------------------------------------------------------------
C. Robert Henrikson...................................... 27,376 *
-------------------------------------------------------------------------------------------------------------
Board of Directors of MetLife, but not in each Director's
individual capacity(2)................................... 410,921,596(6) 57.85%
-------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a group(3)....... 346,124(7) *
-------------------------------------------------------------------------------------------------------------
* Number of shares represents less than one percent of the number of shares of
common stock outstanding.
(1) The address of each Director and Named Executive Officer is: c/o MetLife,
Inc., One Madison Avenue, New York, New York 10010-3690.
(2) 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.
25
The amount shown includes shares beneficially owned through the MetLife
Policyholder Trust by a Director in the Director's individual capacity.
(3) 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.
(4) 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
(2) above); (ii) shares that the Named Executive Officers have the right to
acquire under the Stock Plan (set out in note (5) below); and (iii) shares
that the Directors have a right to receive under the Directors Stock Plan
(set out in note (5) below). Additionally, Mr. Henrikson has shared
investment and voting power over 479 shares and has no investment or voting
power over 20 shares.
(5) 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 March 25, 2002: 2,018 shares for Messrs. Barnette, Danforth, Dole,
Houghton, Kamen, Leighton, Phelan, Price, Steere, Mrs. Cooney and Ms.
Kaplan, respectively; 813 shares for Ms. Kinney; 1,739 shares for Mr.
Murray; 107,467 shares for Mr. Benmosche; 29,850 shares for Messrs. Clark
and Nagler, respectively; 28,359 shares for Mr. Benson; and 26,867 shares
for Mr. Henrikson; and (ii) deferred shares under the Directors Stock Plan:
1,121 deferred shares for each of Messrs. Danforth, Dole, Kamen, Leighton,
Price and Steere, and Ms. Kaplan and 1,012 deferred shares for Mr. Murray.
(6) This number reflects the ownership of the Beneficiaries of the MetLife
Policyholder Trust, as reported on Amendment No. 8 to Schedule 13D referred
to under the heading "Ownership of MetLife Common Stock" on page 27.
(7) Includes: (i) 329,236 shares that are subject to options that are
exercisable within 60 days of March 25, 2002, by all Directors and Executive
Officers of the Company as a group; and (ii) 8,859 deferred shares held by
all Directors and Executive Officers of the Company as a group.
(8) Mrs. Cooney and Mr. Murray will retire from the Board effective March 31,
2002 (see "Responsibilities and Composition of the Board of Directors" on
pages 8 and 9).
(9) 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.
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 2001, 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 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)..................................... 410,921,596 57.85%
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. 8 to Schedule 13D, dated March 18,
2002, the MetLife Board of Directors, as a group, had shared voting power
with respect to the 410,921,596 shares.
27
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Printed on recycled paper with environmentally friendly inks in the USA.
PEANUTS (c) United Feature Syndicate, Inc. www.snoopy.com
[METLIFE(R) LOGO]
METLIFE, INC. PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF METLIFE, INC.
FOR THE
2002 ANNUAL MEETING, APRIL 23, 2002
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 2002 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. IF THIS PROXY CARD IS SIGNED AND RETURNED BY THE SHAREHOLDER(S),
AND NO SPECIFICATIONS ARE INDICATED, THE PROXIES AND AUTHORIZED TO VOTE AS
RECOMMENDED BY THE BOARD OF DIRECTORS. In either case, 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
2002 Annual Meeting and at any adjournments or postponements.
The Class III nominees for election as Directors are: (01) James R. Houghton;
(02) Helene L. Kaplan; (03) Catherine R. Kinney; (04) Stewart G. Nagler; and
(05) William C. Steere, Jr.
(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 VOTE AS [X]
INDICATED IN
THIS EXAMPLE
1. Election of Class III Directors
FOR WITHHOLD
[ ] [ ]
The Class III nominees for election as Directors are:
(01) James R. Houghton (02) Helene L. Kaplan
(03) Catherine R. Kinney (04) Stewart G. Nagier
(05) William C. Steere, Jr.
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 2002
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 any shareholder
communications are on-line and how to access them. 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 4:00 p.m. Eastern Time on April 22, 2002
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 TELEPHONE
http://www.eproxy.com/met 1-800-435-6710
Use the Internet to vote your Use any touch-tone telephone to
proxy. Have your proxy card in OR vote your proxy. Have your proxy
hand when you access the web card in hand when you call. You
site. You will be prompted to enter will be prompted to enter your
your control number, located in control number, located in the
the box below, to create and box below, and then follow the
submit an electronic ballot. directions given.
__________________________________ __________________________________
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
[METLIFE LOGO]
METLIFE, INC. PROXY VOTING INSTRUCTION FORM
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF METLIFE, INC.
FOR THE 2002 ANNUAL MEETING, APRIL 23, 2002
Directors 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 22, 2002 at
4:00 p.m. Eastern Time. If the Plan Trustee does not receive your instructions
by April 22, 2002, 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 other matters that may be presented for a
vote at the 2002 Annual Meeting and any adjournments or postponements, 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-
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
Please mark [X]
your votes as
indicated in
this example
1. Election of Class III Directors
FOR WITHOLD
[ ] [ ]
The Class III nominees for election as Directors are:
(01) James R. Houghton (02) Helene L. Kaplan
(03) Catherine R. Kinney (04) Stewart G. Nagler
(05) William C. Steere, Jr.
Instruction: To withhold authority to vote for any individual
nominees(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 2002
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(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 4:00 p.m. Eastern Time on April 22, 2002
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 Plan Use any touch-tone telephone to
shares. Have your voting instruction vote your Plan shares. Have your
form in hand when you access the OR voting instruction form in hand
web site. You will be prompted to when you call. You will be prompted
enter your control number, located to enter your control number,
in the box below, to create and located in the box below, and
submit an electronic ballot. then follow the directions given.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR VOTING INSTRUCTION FORM.