8-KLeadership Changes

METLIFE INC 8-K Report, Executive Changes (Aug 26, 2019)

Filed August 26, 2019For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife, Inc. (MET) announced a significant addition to its Board of Directors with the election of Mark A. Weinberger, effective August 21, 2019. Mr. Weinberger, who recently stepped down as Global Chairman and CEO of Ernst & Young (EY), has also been appointed to the company's Audit Committee. This appointment is intended to leverage his extensive experience in the financial and audit sector. However, Mr. Weinberger's tenure will be subject to certain restrictions to ensure independence and avoid potential conflicts of interest, particularly concerning EY and specific investment decisions. He will recuse himself from votes on investments (including M&A), decisions related to Brighthouse Financial, Inc., and any matters involving EY. Furthermore, he may need to resign if EY determines his directorship creates audit or independence issues. Investors should note that while Mr. Weinberger brings valuable expertise, these limitations underscore the company's commitment to maintaining strong corporate governance and independence.

Key Highlights

  • 1Mark A. Weinberger elected as a director to MetLife's Board of Directors, effective August 21, 2019.
  • 2Mr. Weinberger appointed to the Board's Audit Committee.
  • 3Mr. Weinberger previously served as Ernst & Young Global Chairman and Chief Executive Officer until June 30, 2019.
  • 4The company has affirmed Mr. Weinberger's qualification as an independent director under NYSE and SEC rules.
  • 5Mr. Weinberger will receive standard non-management director compensation, comprising 50% cash and 50% company stock.
  • 6Certain restrictions are in place for Mr. Weinberger's service, including recusal from votes on investments, Brighthouse Financial, and EY-related matters.
  • 7Potential for resignation exists if EY determines his directorship creates audit or independence issues.

Frequently Asked Questions

Mark A. Weinberger is a former Global Chairman and Chief Executive Officer of Ernst & Young (EY). His appointment to MetLife's Board and Audit Committee is intended to bring his significant experience in accounting, auditing, and financial services to the company's governance.

MetLife has determined that Mr. Weinberger qualifies as an independent director under NYSE and SEC standards. However, to proactively manage potential conflicts and ensure continued independence, Mr. Weinberger has agreed to recuse himself from specific board matters, including votes on investments, decisions related to Brighthouse Financial, and any discussions involving EY. He also noted a possibility of resignation if EY raises audit or independence concerns.

Mr. Weinberger will participate in MetLife's standard compensation plan for non-management directors. This plan involves an annual retainer of $300,000, split equally between cash and shares of MetLife common stock. He will receive a pro-rated amount for his service during this partial year.

Mr. Weinberger will recuse himself from board votes related to investments, including acquisitions and divestitures. He will also abstain from votes and discussions concerning Brighthouse Financial, Inc., and any matters involving Ernst & Young (EY).