2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 470 Compensation Discussion and Analysis Sun Life Travelers Aflac Allstate Manulife Prudential Financial AIG Morgan Stanley U.S.Bancorp AXA S.A. American Express HSBC Citigroup Wells Fargo JPMorgan Bank ofAmerica Market Capitalization as of December 31, 2017 $20B $366B COMPARATORGROUP (1) PERCENTILEOF 43 rd TheHartford $53B MetLife (2) 1 MetLife is excluded from the Comparator Group when determining its percentile rank. 2 MetLife excludes Brighthouse Financial, which separated from MetLife during 2017. See Appendix A for further details. In determining the Executive Group member’s Total Compensation for 2017, the Committee considered the increasingly global nature of the Company’s business and the Company’s size, scope, and complexity relative to its peers, the challenges the Executive Group faces, and the Committee’s expectations for the executive’s and the Company’s performance. MetLife’s competitive compensation philosophy is generally to provide Total Compensation around the size- adjusted median for like positions at Comparator Group companies, taking into account MetLife’s assets, revenue, and market capitalization relative to other companies in the Comparator Group. As a result, the Committee considered an Executive Group member’s Total Compensation to be competitive if it fell within a reasonable range of that size- adjusted median. While the Committee considers the competitive range, its compensation decisions are also based on individual factors such as performance, expectations of contributions to future performance, experience, and retention considerations. The Committee reviewed individual elements of the Executive Group members’ Total Compensation in comparison to available Comparator Group data, with a primary focus on Total Compensation. For 2017 performance, each Named Executive Officer’s Total Compensation fell within or close to the 80% to 120% range of the point representing the size-adjusted median for his position. 2018 Proxy Statement 74 Compensation Discussion and Analysis How do we review compensation against peer companies? The Compensation Committee periodically reviews the competitiveness of MetLife’s Total Compensation framework using data reflecting a comparator group of companies in the insurance and broader financial services industries with which MetLife competes for executive talent (the Comparator Group ). The Committee chose the members of the Comparator Group based on the size of the firms relative to MetLife and the extent of their global presence or their similarity to MetLife in the importance of investment and risk management to their businesses, as well as their being competitors for executive talent. It reviews the composition of the Comparator Group from time to time to ensure that the group remains an appropriate comparator group for the Company. The Compensation Committee reviewed the Comparator Group in 2017 in light of the Brighthouse Financial Separation. It determined the Comparator Group continues to be appropriate as competitors for business and executive talent, and that MetLife remains well-positioned within the Comparator Group in terms of size. 2017 Revenues $62B 70 th MetLife (2) TheHartford Aflac U.S.Bancorp Sun Life Travelers American Express Morgan Stanley Manulife Allstate AIG HSBC Prudential Financial Bank ofAmerica Citigroup Wells Fargo AXA S.A. JPMorgan $17B $160B PERCENTILEOF COMPARATORGROUP (1) Travelers Allstate Aflac American Express Sun Life TheHartford U.S.Bancorp Manulife AIG Prudential Financial Morgan Stanley AXA S.A. Wells Fargo Citigroup Bank ofAmerica JPMorgan HSBC $103B $2,535B Total Assets as of December 31, 2017 PERCENTILEOF COMPARATORGROUP (1) 53 rd $720B MetLife (2) 2018 Proxy Statement 73 Compensation Discussion and Analysis The Company’s long-term performance, including changes in the price of Shares, has a significant impact on the Named Executive Officers’ compensation. In early 2017, the Board of Directors approved payouts for Performance Share (and cash equivalent) awards for 2014-2016 that reflected a performance factor of 44.4%. The payout for Performance Share (and cash equivalent) awards for 2015-2017 reflected a performance factor of 46.3%. TSR performance relative to peers that was positive, but below threshold, was the primary driver behind these below-target performance factors. The Committee believes that the potential value of these awards — along with Share ownership requirements — appropriately aligns management with Company performance as well as shareholder interests over time. The Committee set a target goal for 2017-2019 Performance Shares that requires a meaningful stretch above current levels of performance. Notably, and consistent with previous years, as an overall safeguard to ensure alignment with shareholders, the performance metrics call for a cap to the Performance Factor at 100% if the Company’s TSR for the performance period is zero or negative. This applies even if the Company’s Adjusted ROE exceeds the performance goal and the Company’s TSR outperforms its peers. The payout for 2017-2019 Performance Share awards will be disclosed after the end of that performance period. With respect to the TSR component of the Performance Factor, the Committee assesses the Company’s performance against competitors around the world to reflect MetLife’s business model and global reach. As a result, the TSR metric reflects a group of competitors for capital, business, and executive talent that is more globally diverse than the Comparator Group the Committee uses for peer Total Compensation purposes. The Compensation Committee reviewed this peer group in 2017 in light of the Brighthouse Financial Separation, and determined it continues to be appropriate. Aflac Allstate AIG TheHartford LincolnNational Manulife Principal Prudential Financial Travelers Unum Aegon Allianz Assicurazioni Aviva AXA Legal&General Prudentialplc Zurich AIA Dai-ichi PingAn See Appendix A for further details. 2018 Proxy Stateme t 67 METLIFE, INC.
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