Compensation Committee Charter
(MetLife, Inc.)
February 2007
Role of the Compensation Committee
Qualifications and Appointment of Compensation Committee Members
On the recommendation of the Governance Committee, the Board of Directors appoints the Chair and the members of the Compensation Committee, having determined their qualifications. Compensation Committee members shall serve at the pleasure of the Board of Directors and for such term or terms as the Board may determine.
The Compensation Committee shall consist of no fewer than three members. Each member of the Compensation Committee shall be independent under the Corporate Governance Standards of the New York Stock Exchange, a "Non-Employee Director" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and an "outside director" for the purposes of Section 162(m) of the Internal Revenue Code.
Compensation Committee Responsibilities
In carrying out its responsibilities, the Compensation Committee shall:
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oversee the development and administration of the Company’s compensation and benefit programs, including equity-based incentive programs,
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with respect to the Chief Executive Officer:
- approve the corporate goals and objectives relevant to the Chief Executive Officer's total compensation;
- evaluate the Chief Executive Officer's performance in light of such goals and objectives; and
- endorse, for approval by the independent directors, the Chief Executive Officer's total compensation level based on such evaluation;
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review and recommend approval by the Board of Directors of other officers’ total compensation at the level of executive vice president or above, including their base salaries, annual incentive compensation, and long-term equity-based incentives;
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review and approve, or endorse for Board approval, changes in the Company’s compensation and benefit programs;
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periodically review the competitiveness of the Company’s compensation and benefit programs;
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exercise sole authority to retain, terminate and approve the fees and other retention terms of any compensation consultant retained to assist the Committee in evaluating executive compensation;
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elect or appoint the officers of the Company at the level of vice president and make recommendations to the Board of Directors about the election or appointment of officers at the level of senior vice president or above;
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make regular reports to the Board of Directors about the Committee’s activities; and
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meet at least four times a year.
The Compensation Committee may delegate to a subcommittee or to the Chief Executive Officer or other officer of the Company such of its duties and responsibilities as the Committee deems to be in the best interests of MetLife, provided such delegation is not prohibited by law, regulation or the New York Stock Exchange Corporate Governance Standards.
Annual Committee Report to Shareholders
Annually, the Committee shall produce the report on executive compensation that is required by the Corporate Governance Standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations of the Commission.
Annual Proxy Statement Disclosure
The Committee shall review and discuss with management the "Compensation Discussion and Analysis" to be included in the Company’s annual proxy statement (or annual report on Form 10-K), and based on such review and discussions, (i) recommend to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Company’s annual proxy statement (or annual report on Form 10-K) and (ii) issue, in accordance with applicable rules and regulations of the Securities and Exchange Commission, the Compensation Committee Report for inclusion in the proxy statement.
Annual Evaluation of the Committee’s Performance
Annually, the Committee shall conduct an evaluation of its performance.
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