Document/ExhibitDescriptionPagesSize
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2: EX-4.18 Instrument Defining the Rights of Security Holders HTML 295K
3: EX-10.10 Material Contract HTML 78K
4: EX-10.21 16 Material Contract HTML 71K
5: EX-10.24 9 Material Contract HTML 70K
6: EX-10.27 1 Material Contract HTML 150K
7: EX-21.1 Subsidiaries List HTML 227K
8: EX-23.1 Consent of Expert or Counsel HTML 69K
13: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 90K Awarded Compensation
9: EX-31.1 Certification -- §302 - SOA'02 HTML 73K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 73K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 70K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 70K
19: R1 Document and Entity Information HTML 153K
20: R2 Audit Information HTML 75K
21: R3 Consolidated Balance Sheets HTML 222K
22: R4 Consolidated Balance Sheets (Parenthetical) HTML 108K
23: R5 Consolidated Statements of Operations HTML 182K
24: R6 Consolidated Statements Of Comprehensive Income HTML 131K
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27: R9 Statement of Cash Flows (Statement) HTML 71K
(Parenthetical)
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Significant Accounting Policies
29: R11 Segment Information HTML 457K
30: R12 Dispositions - Dispositions HTML 77K
31: R13 Future Policy Benefits HTML 1.25M
32: R14 Policyholder Account Balances HTML 748K
33: R15 Market Risk Benefits HTML 748K
34: R16 Separate Account HTML 346K
35: R17 Deferred Policy Acquisition Costs, Value of HTML 339K
Business Acquired and Other Policy-Related
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36: R18 Reinsurance HTML 185K
37: R19 Closed Block HTML 141K
38: R20 Investments HTML 812K
39: R21 Derivatives HTML 649K
40: R22 Fair Value HTML 691K
41: R23 Leases Leases HTML 103K
42: R24 Goodwill HTML 153K
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48: R30 Employee Benefit Plans HTML 471K
49: R31 Income Tax HTML 176K
50: R32 Earnings Per Common Share HTML 95K
51: R33 Contingencies, Commitments and Guarantees HTML 100K
52: R34 Quarterly Results of Operations (Unaudited) HTML 141K
53: R35 Consolidated Summary of Investments - Other Than HTML 111K
Investments in Related Parties
54: R36 Condensed Financial Information (Parent Company) HTML 256K
55: R37 Consolidated Supplementary Insurance Information HTML 222K
56: R38 Consolidated Reinsurance HTML 125K
57: R39 Pay vs Performance Disclosure HTML 82K
58: R40 Insider Trading Arrangements HTML 93K
59: R41 Business, Basis of Presentation and Summary of HTML 758K
Significant Accounting Policies (Policies)
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Financial Statements (Tables)
61: R43 Segment Information (Tables) HTML 437K
62: R44 Future Policy Benefits (Tables) HTML 1.71M
63: R45 Policyholder Account Balances (Tables) HTML 1.17M
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65: R47 Separate Account (Tables) HTML 347K
66: R48 Deferred Policy Acquisition Costs, Value of HTML 976K
Business Acquired and Other Policy-Related
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67: R49 Reinsurance (Tables) HTML 169K
68: R50 Closed Block (Tables) HTML 139K
69: R51 Investments (Tables) HTML 809K
70: R52 Derivatives (Tables) HTML 632K
71: R53 Fair Value (Tables) HTML 604K
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75: R57 Collateral Financing Arrangements Collateral HTML 80K
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83: R65 Quarterly Results of Operations (Unaudited) HTML 140K
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Significant Accounting Policies -Upper-Medium
Grade Discount Rate (Details)
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Significant Accounting Policies - Future Adoption
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86: R68 Business, Basis of Presentation and Summary of HTML 177K
Significant Accounting Policies - Summary Matrix
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87: R69 Business, Basis of Presentation and Summary of HTML 199K
Significant Accounting Policies - Transition Table
- Balance Sheet (Details)
88: R70 Business, Basis of Presentation and Summary of HTML 227K
Significant Accounting Policies - Transition Table
- Income Statement (Details)
89: R71 Business, Basis of Presentation and Summary of HTML 220K
Significant Accounting Policies - Transition Table
- SOE (Details)
90: R72 Business, Basis of Presentation and Summary of HTML 181K
Significant Accounting Policies - Transition Table
- SCF (Details)
91: R73 Business, Basis of Presentation and Summary of HTML 172K
Significant Accounting Policies - Transition Table
- SOCI (Details)
92: R74 Business, Basis of Presentation and Summary of HTML 157K
Significant Accounting Policies - Narrative
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93: R75 Segment Information (Earnings) (Details) HTML 335K
94: R76 Segment Information (Total Assets) (Details) HTML 112K
95: R77 Segment Information (Product Table) (Details) HTML 80K
96: R78 Segment Information (Premiums, Fees and Other HTML 78K
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97: R79 Segment Information (Narrative) (Details) HTML 141K
98: R80 Pending Disposition of MetLife Malaysia (Details) HTML 74K
99: R81 Disposition of MetLife Seguros S.A. (Details) HTML 87K
100: R82 Disposition of MetLife Poland and Greece - HTML 87K
Narrative (Details)
101: R83 Disposition of Metropolitan Property and Casualty HTML 99K
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102: R84 Future Policy Benefits - Transition Tables HTML 260K
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103: R85 Future Policy Benefits - FPB on Balance Sheet HTML 103K
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104: R86 Future Policy Benefits - Disaggregate Rollforwards HTML 252K
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105: R87 Future Policy Benefits - Narrative (Details) HTML 73K
106: R88 Future Policy Benefits - FPB - Additional HTML 125K
Insurance Liabilities (Details)
107: R89 Future Policy Benefits - FPB Income Statement HTML 111K
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108: R90 Future Policy Benefits - Participating Business - HTML 74K
Narrative (Details)
109: R91 Future Policy Benefits (Liabilities for Unpaid HTML 332K
Claims and Claims Expense - Development Tables)
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110: R92 Future Policy Benefits (Short-Duration Contracts HTML 116K
Historical Claims) (Details)
111: R93 Future Policy Benefits (Liabilities for Unpaid HTML 94K
Claims - Methodology) (Details)
112: R94 Future Policy Benefits (Reconciliation of HTML 115K
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113: R95 Future Policy Benefits (Rollforward of Unpaid HTML 104K
Claims) (Details)
114: R96 Policyholder Account Balances - Transition Table HTML 173K
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115: R97 Policyholder Account Balances - Amounts on Balance HTML 100K
Sheet (Details)
116: R98 Policyholder Account Balances - LDTI Rollforward HTML 161K
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117: R99 Policyholder Account Balances - Range of HTML 347K
Guaranteed Minimum Crediting Rate (Details)
118: R100 Policyholder Account Balances - Narrative HTML 81K
(Details)
119: R101 Market Risk Benefits - Transition Adjustments HTML 123K
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120: R102 Market Risk Benefits - Balance Sheet (Details) HTML 90K
121: R103 Market Risk Benefits - Rollforward (Details) HTML 147K
122: R104 Separate Account Liabilities Balance Sheet HTML 91K
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123: R105 Separate Account Liabilities Rollforward (Details) HTML 119K
124: R106 Separate Account Assets Fair Value (Details) HTML 326K
125: R107 Separate Accounts - Narrative (Details) HTML 82K
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Business Acquired and Other Policy-Related
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127: R109 Deferred Policy Acquisition Costs, Value of HTML 188K
Business Acquired and Other Policy-Related
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128: R110 Deferred Policy Acquisition Costs, Value of HTML 88K
Business Acquired and Other Policy-Related
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129: R111 Deferred Policy Acquisition Costs, Value of HTML 81K
Business Acquired and Other Policy-Related
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130: R112 Deferred Policy Acquisition Costs, Value of HTML 78K
Business Acquired and Other Policy-Related
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131: R113 Deferred Policy Acquisition Costs, Value of HTML 107K
Business Acquired and Other Policy-Related
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(Details)
132: R114 Deferred Policy Acquisition Costs, Value of HTML 97K
Business Acquired and Other Policy-Related
Intangibles - Unearned Revenue (Details)
133: R115 Reinsurance (Effects of Reinsurance on Earnings) HTML 128K
(Details)
134: R116 Reinsurance (Effects of Reinsurance on Balance HTML 115K
Sheet) (Details)
135: R117 Reinsurance (Narrative) (Details) HTML 115K
136: R118 Closed Block (Liabilities and Assets) (Details) HTML 128K
137: R119 Closed Block (Policyholder Dividend Obligation) HTML 75K
(Details)
138: R120 Closed Block (Revenues and Expenses) (Details) HTML 97K
139: R121 Investments (Fixed Maturity Securities HTML 117K
Available-For-Sale by Sector) (Details)
140: R122 Investments (Maturities of Fixed Maturity HTML 101K
Securities) (Details)
141: R123 Investments (Continuous Gross Unrealized Losses HTML 124K
for Fixed Maturity Securities Available-For-Sale)
(Details)
142: R124 Investments (ACL for Fixed Maturity Securities AFS HTML 112K
by Sector) (Details)
143: R125 Investments (Equity Securities) (Details) HTML 84K
144: R126 Investments (Contractholder-Directed Equity HTML 83K
Securities and FVO Securities) (Details)
145: R127 Investments (Mortgage Loans by Portfolio Segment) HTML 117K
(Details)
146: R128 Investments (Mortgage Loans Allowance for Credit HTML 94K
Loss Rollforward by Portfolio Segment) (Details)
147: R129 Investments (Modifications to Borrowers HTML 81K
Experiencing Financial Difficulty) (Details)
148: R130 Investments (Credit Quality of Commercial Mortgage HTML 133K
Loans) (Details)
149: R131 Investments (Credit Quality of Agricultural and HTML 137K
Residential Mortgage Loans) (Details)
150: R132 Investments (Past Due and Interest Accrual Status HTML 93K
of Mortgage Loans) (Details)
151: R133 Investments (Real Estate and Real Estate Joint HTML 95K
Ventures) (Details)
152: R134 Investments (Leased Real Estate Investments - HTML 94K
Operating Leases) (Details)
153: R135 Investments (Concentrations of Credit Risk) HTML 78K
(Details)
154: R136 Investments (Securities Lending and Repurchase HTML 86K
Agreements) (Details)
155: R137 Investments (Securities Lending and Repurchase HTML 109K
Agreements Remaining Tenor ) (Details)
156: R138 Investments (Invested Assets on Deposit, Held In HTML 80K
Trust and Pledged as Collateral) (Details)
157: R139 Investments (Consolidated Variable Interest HTML 96K
Entities) (Details)
158: R140 Investments (Unconsolidated Variable Interest HTML 95K
Entities) (Details)
159: R141 Investments (Net Investment Income) (Details) HTML 105K
160: R142 Investments (Supplemental Net Investment Income) HTML 91K
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161: R143 Investments (Components of Net Investment Gains HTML 97K
Losses - Asset Type) (Details)
162: R144 Investments (Components of Net Investment Gains HTML 100K
Losses - Transaction Type) (Details)
163: R145 Investments (Supplemental Net Investment Gains HTML 88K
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164: R146 Investments (Fixed Maturity Securities AFS - Sales HTML 101K
and Disposals and Credit Loss) (Details)
165: R147 Investments (Evaluation of Fixed Maturity HTML 86K
Securities AFS in an Unrealized Loss Position -
Narrative) (Details)
166: R148 Investments (Mortgage Loans - Narrative) (Details) HTML 106K
167: R149 Investments (Real Estate and Real Estate Joint HTML 76K
Ventures - Narrative) (Details)
168: R150 Investments (Operating Leases - Narrative) HTML 84K
(Details)
169: R151 Investments (Other Invested Assets - Narrative) HTML 73K
(Details)
170: R152 Investments (Cash Equivalents - Narrative) HTML 72K
(Details)
171: R153 Investments (Invested Assets on Deposit, Held in HTML 71K
Trust and Pledged as Collateral - Narrative)
(Details)
172: R154 Investments (Collectively Significant Equity HTML 113K
Method Investments - Narrative) (Details)
173: R155 Derivatives (Primary Risks) (Details) HTML 178K
174: R156 Derivatives Derivatives (Effects on the HTML 187K
Consolidated Statement of Operations and
Comprehensive Income (Loss)) (Details)
175: R157 Derivatives (Fair Value Hedges) (Details) HTML 86K
176: R158 Derivatives (Cash Flow Hedges) (Details) HTML 76K
177: R159 Derivatives (Hedges of Net Investments in Foreign HTML 74K
Operations) (Details)
178: R160 Derivatives (Credit Derivatives) (Details) HTML 106K
179: R161 Derivatives (Estimated Fair Value of Derivative HTML 123K
Assets and Liabilities after Master Netting
Agreements and Cash Collateral) (Details)
180: R162 Derivatives (Credit Risk on Freestanding HTML 93K
Derivatives) (Details)
181: R163 Derivatives (Embedded Derivatives) (Details) HTML 78K
182: R164 Derivatives (Narrative) (Details) HTML 135K
183: R165 Fair Value (Recurring Fair Value Measurements) HTML 239K
(Details)
184: R166 Fair Value (Quantitative Information) (Details) HTML 172K
185: R167 Fair Value (Unobservable Input Reconciliation) HTML 208K
(Details)
186: R168 Fair Value (Nonrecurring Fair Value Measurements) HTML 88K
(Details)
187: R169 Fair Value (Financial Instruments Carried at Other HTML 122K
Than Fair Value) (Details)
188: R170 Leases Lease Costs (Details) HTML 78K
189: R171 Leases Leases (Details) HTML 108K
190: R172 Leases Leases - (Narrative) (Details) HTML 81K
191: R173 Goodwill (Details) HTML 120K
192: R174 Long-term and Short-term Debt (Long-term and HTML 132K
Short-term Outstanding) (Details)
193: R175 Long-term and Short-term Debt (Short-term with HTML 81K
Maturities of Year or Less) (Details)
194: R176 Long-term and Short-term Debt (Credit Facilities) HTML 90K
(Details)
195: R177 Long-term and Short-term Debt (Committed HTML 99K
Facilities) (Details)
196: R178 Long-term and Short-term Debt (Narrative) HTML 169K
(Details)
197: R179 Long-term and Short-term Debt Long-term and HTML 96K
Short-term Debt (Narrative - Line of Credit)
(Details)
198: R180 Collateral Financing Arrangements Collateral HTML 97K
Financing Arrangements (Associated with Closed
Block) (Details)
199: R181 Collateral Financing Arrangements (Narrative) HTML 106K
(Details)
200: R182 Junior Subordinated Debt Securities (Junior HTML 108K
Subordinated Debt Securities) (Details)
201: R183 Junior Subordinated Debt Securities (Narrative) HTML 106K
(Details)
202: R184 Equity - Preferred Stock (Details) HTML 116K
203: R185 Equity - Preferred Stock Narrative (Details) HTML 178K
204: R186 Equity - Common Stock (Details) HTML 75K
205: R187 Equity - Common Stock Narrative (Details) HTML 106K
206: R188 Equity - Stock-Based Compensation Plans Narrative HTML 116K
(Details)
207: R189 Equity - Compensation Expense Related to HTML 89K
Stock-Based Compensation for Phantom Stock-Based
Awards (Details)
208: R190 Equity - Unrecognized Compensation Expense Related HTML 88K
to Stock-Based Compensation (Details)
209: R191 Equity - Summary of Activity Related to Stock HTML 129K
Options (Details)
210: R192 Equity - Weighted Average Assumptions Used to HTML 102K
Determine Fair Value of Stock Options (Details)
211: R193 Equity - Summary of Stock Option Exercise Activity HTML 76K
(Details)
212: R194 Equity - Performance Share and Restricted Stock HTML 106K
Unit (Details)
213: R195 Equity - Liability Award Activity (Details) HTML 106K
214: R196 Equity - Statutory Equity & Income Narrative HTML 96K
(Details)
215: R197 Equity - Statutory Net Income (Loss) and Capital & HTML 84K
Surplus (Details)
216: R198 Equity - Dividend Restrictions (Details) HTML 84K
217: R199 Equity - Components of Accumulated Other HTML 179K
Comprehensive Income (Loss) (Details)
218: R200 Equity - Reclassifications Out of Accumulated HTML 149K
Other Comprehensive Income (Loss) (Details)
219: R201 Other Revenues and Other Expenses Other Revenues HTML 96K
(Details)
220: R202 Other Revenues and Other Expenses Other Revenues HTML 72K
(Narrative) (Details)
221: R203 Other Expenses (Other Expenses) (Details) HTML 95K
222: R204 Employee Benefit Plans Employee Benefit Plans HTML 97K
(Obligations, Funded Status, and Periodic Benefit
Costs) (Details)
223: R205 Employee Benefit Plans (Obligations and Funded HTML 165K
Status) (Details)
224: R206 Employee Benefit Plans (Paid Benefit Obligations HTML 91K
and Accumulated Benefit Obligations in Excess of
Fair Value) (Details)
225: R207 Employee Benefit Plans (Net Periodic Benefit Costs HTML 128K
and Other Changes Recognized in OCI) (Details)
226: R208 Employee Benefit Plans (Assumptions in Determining HTML 85K
Benefit Obligations) (Details)
227: R209 Employee Benefit Plans (Assumptions in Determining HTML 89K
Net Periodic Benefit Costs) (Details)
228: R210 Employee Benefit Plans (Assumed Healthcare Cost HTML 81K
Trend Rates) (Details)
229: R211 Employee Benefit Plans (Actual & Target Allocation HTML 90K
of Fair Value by Asset Class) (Details)
230: R212 Employee Benefit Plans (Estimated Fair Value on a HTML 206K
Recurring Basis) (Details)
231: R213 Employee Benefit Plans (Significant Unobservable HTML 134K
Inputs) (Details)
232: R214 Employee Benefit Plans (Expected Gross Benefit HTML 87K
Payments) (Details)
233: R215 Employee Benefit Plans (Narrative) (Details) HTML 98K
234: R216 Income Tax (Provision for Income Tax from HTML 99K
Continuing Operations) (Details)
235: R217 Income Tax (Income Loss from Continuing Operations HTML 80K
Before Income Tax Expense from Domestic and
Foreign Operations) (Details)
236: R218 Income Tax (Reconciliation of Income Tax Provision HTML 126K
between US Statutory Rate and As Reported for
Continuing Operations) (Details)
237: R219 Income Tax (Net Deferred Income Tax Assets and HTML 121K
Liabilities) (Details)
238: R220 Income Tax (Reconciliation of Unrecognized Tax HTML 86K
Benefits) (Details)
239: R221 Income Tax (Interest Accrued Related to HTML 78K
Unrecognized Tax Benefits) (Details)
240: R222 Income Tax (Narrative) (Details) HTML 87K
241: R223 Earnings Per Common Share (Earnings Per Common HTML 122K
Share) (Details)
242: R224 Contingencies, Commitments and Guarantees HTML 82K
(Asbestos Claims) (Details)
243: R225 Contingencies, Commitments and Guarantees HTML 75K
(Contingencies - Narrative) (Details)
244: R226 Contingencies, Commitments and Guarantees HTML 87K
(Commitments and Guarantees - Narrative) (Details)
245: R227 Quarterly Results of Operations (Unaudited) HTML 141K
(Details)
246: R228 Consolidated Summary of Investments - Other Than HTML 135K
Investments in Related Parties (Details)
247: R229 Condensed Financial Information (Parent Company) HTML 189K
(Condensed Balance Sheet) (Details)
248: R230 Condensed Financial Information (Parent Company) HTML 94K
(Condensed Balance Sheet - Insets) (Details)
249: R231 Condensed Financial Information (Parent Company) HTML 156K
(Condensed Statements of Operations) (Details)
250: R232 Condensed Financial Information (Parent Company) HTML 212K
(Condensed Statements of Cash Flows) (Details)
251: R233 Condensed Financial Information (Parent Company) HTML 75K
(Investment in Subsidiaries - Narrative) (Details)
252: R234 Condensed Financial Information (Parent Company) HTML 89K
(Loans to Subsidiaries - Narrative) (Details)
253: R235 Condensed Financial Information (Parent Company) HTML 146K
(Long-term Debt Outstanding) (Details)
254: R236 Condensed Financial Information (Parent Company) HTML 83K
(Interest Expense) (Details)
255: R237 Condensed Financial Information (Parent Company) HTML 103K
(Long-term Debt - Narrative) (Details)
256: R238 Condensed Financial Information (Parent Company) HTML 96K
(Support Agreements - Narrative) (Details)
257: R239 Consolidated Supplementary Insurance Information HTML 127K
(Balance Sheet Items) (Details)
258: R240 Consolidated Supplementary Insurance Information HTML 119K
(Income Statement Items) (Details)
259: R241 Consolidated Reinsurance (Consolidated HTML 110K
Reinsurance) (Details)
260: R9999 Uncategorized Items - met-20231231.htm HTML 93K
262: XML IDEA XML File -- Filing Summary XML 534K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Purpose. The purpose of this Policy is to describe the circumstances in which covered Executives will be required to repay or return Erroneously
Awarded Compensation to MetLife. This Policy has been adopted by the MetLife, Inc. Board as required by Section 303A.14 of the NYSE Listed Company Manual, which was adopted by NYSE following the publication of final rules by the SEC pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.
2.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)“Affiliates” refers to any company, partnership, venture, or other organization that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company.
(b)“Accounting
Restatement” refers to an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e., “little r” restatement).
(c)“Board” refers to the Board of Directors of MetLife, Inc.
(d)“Clawback
Eligible Incentive Compensation” refers to, in connection with an Accounting Restatement and with respect to each individual who served as an executive officer of the Company (within the meaning of Section 303A.14 of the NYSE Listed Company Manual) at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive is serving at the time the Erroneously Awarded Compensation is required to be repaid to MetLife pursuant to this Policy), all Incentive-based Compensation Received by such Executive (i) on or after the Effective Date, (ii) after beginning service as an Executive, (iii) while the Company has a class of securities listed on a U.S. national securities exchange or securities association, and (iv) during the applicable
Clawback Period.
(e)“Clawback Period” refers to, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(f)“Committee” refers to the Compensation Committee or any successor committee. If there is no Compensation Committee nor a successor committee, thereto, then “Committee” refers to the Board, except that the reference
to section 3(d) to the “Committee” shall refer to the independent members of the Board.
1
(g)“Company” shall mean MetLife, Inc., a Delaware corporation.
(h)“Erroneously Awarded Compensation” refers to, with respect to each covered Executive in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid, and without regard
to any fault or misconduct.
(i)“Executive” refers to each individual who is or was as an executive officer of the Company within the meaning of Section 303A.14 of NYSE Listed Company Manual, including, but not limited to, the Company’s President, Chief Financial Officer, and Chief Accounting Officer.
(j)“Financial Reporting Measures” refers to measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all
other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(k)“Incentive-based Compensation” refers to any compensation that is paid or granted but not yet vested, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, Incentive-based Compensation shall include, without limitation, all stock, stock-based, and incentive-based
cash awards subject to performance-vesting conditions, which include performance shares, performance units, and cash awards, and shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notational account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
(l)“MetLife” refers to the Company, and its Affiliates.
(m)“NYSE” refers to the New York Stock Exchange.
(n)“Received”
refers to, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award are attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.
(o)“Restatement Date” refers to the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(p)“SEC” refers to the U.S. Securities and Exchange Commission.
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3.Repayment of Erroneously Awarded Compensation.
(a)In the event of an Accounting Restatement, the Committee shall recover reasonably promptly the amount of any Erroneously Awarded
Compensation for each Executive who served as an executive officer of the Company (within the meaning of Section 303A.14 of NYSE Listed Company Manual) at any time during the applicable performance period for any Clawback Eligible Incentive Compensation in connection with such Accounting Restatement. The Committee shall determine the amount of such Erroneously Awarded Compensation and shall thereafter provide each covered Executive with a written notice indicating the amount of Erroneously Awarded Compensation required to be repaid or returned, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on
a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to NYSE).
(b)The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. The Committee’s methods for recouping Erroneously Awarded Compensation hereunder may include without limitation (i) cancelling prior cash or stock-based long-term incentive awards, whether vested or unvested, settled or unsettled (ii)
cancelling any planned future cash or stock-based long-term incentive awards, (iii) forfeiture of deferred compensation, subject to compliance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended and the regulations thereunder, and (iv) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Committee may affect recovery under this Policy from any amount otherwise payable to the covered Executive, including amounts payable to such Executive under any MetLife plan or program, including base salary, bonuses, commissions, and compensation previously deferred by the covered Executive. To the extent that the Committee determines it is appropriate, the Company shall offer to enter into a repayment agreement (in the form determined
by the Committee) with the Executive. If the covered Executive fails to sign the repayment agreement within the time period determined by the Committee (and the Committee does not agree to an alternative repayment arrangement), the Executive will be required to repay the Erroneously Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously Awarded Compensation) on or prior to the date determined by the Committee. For the avoidance of doubt, except as set forth in Section 3(d) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of a covered Executive’s obligations hereunder.
(c)To the extent that a covered Executive fails to repay all Erroneously Awarded Compensation
to the Company when due (as determined in accordance with Section 3(b) above), the Company shall, or shall cause one or more other members of MetLife to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable covered Executive. The applicable covered Executive may be required to reimburse MetLife for any and all expenses reasonably incurred (including legal fees) by MetLife in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
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(d)Notwithstanding
anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 3(b) and 3(c) above if the following conditions are met and the Committee determines that recovery would be impracticable:
(i)The direct expenses paid to a third party to assist in enforcing the Policy against a covered Executive would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such attempts and provided such documentation to NYSE; or
(ii)Recovery would violate home country law where that law was adopted prior to November
28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or
(iii)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company or its Affiliates, to fail to meet the requirements of Section 401(a)(13) or Section 411(a)(13) of the U.S. Internal Revenue Code of 1986, as amended and the regulations thereunder.
4.Reporting
and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the federal securities laws, including the disclosure required by the applicable SEC filings. For the avoidance of doubt, the Company is authorized and directed to file this Policy as an exhibit to each annual Form 10-K filed by the Company on or following the Effective Date.
5.Indemnification Prohibition. MetLife shall not be permitted to indemnify any covered Executive against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned, or recovered pursuant to
the terms of this Policy, or (ii) any claims relating to MetLife’s enforcement of its rights under this Policy. Further, no member of MetLife shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives MetLife’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement whether entered into before, on or after the Effective Date.
6.Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be interpreted and implemented in a manner consistent with Section 303A.14 of the NYSE Listed Company Manual. In event of a conflict between this Policy and such listing requirements, such listing requirements shall govern. Any applicable
award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
7.Amendment; Termination. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally
required by any federal securities laws, SEC rule or the rules of any national securities exchange or securities association on which the Company’s securities are listed. The
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Board may terminate this Policy at any time. Notwithstanding anything in this Section 7 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the
Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
8.Other Recoupment Rights; No Additional Payments. The Committee intends that this Policy will be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to MetLife under applicable law, regulation or rule or pursuant to the terms of any similar recoupment of Incentive-based Compensation and/or performance-based compensation policy, including the MetLife Performance-Based Compensation Recoupment Policy that may amended and/or restated
from time to time, and any other similar recoupment of performance-based compensation provision in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
9.Successors. This Policy shall be binding and enforceable against each covered Executive and his or her beneficiaries, heirs, executors, administrators, or other legal representatives.
10. Administration. Unless specified otherwise in this Policy or required by applicable law, this Policy shall be administered by the Committee. Any determinations made by the Board, or Committee, as applicable, shall be final and binding on all affected Executives. Subject
to any limitation of applicable law, the Board or Committee, as applicable may authorize and empower any officer or employee of MetLife to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery relating to the officer or employee to whom the delegation has been made).
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Dates Referenced Herein and Documents Incorporated by Reference
