Carla A. Harris
METLIFEAbout Carla A. Harris
Carla A. Harris (age 62) is an Independent Director at MetLife, Inc. since 2022 (3 years of board service), and serves as Senior Client Advisor at Morgan Stanley; she holds an A.B. and M.B.A. from Harvard University . At MetLife, she chairs the Investment Committee (since January 2025) and is a member of the Executive Committee and the Governance & Corporate Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Senior Client Advisor | 2021–Present | Senior leadership in capital markets and client connectivity; portfolio management expertise |
| Morgan Stanley | Vice Chairman, Managing Director, Senior Client Advisor, Head of Multicultural Client Strategy | 2012–2021 | Leadership roles spanning revenue generation and inclusion strategy |
| Morgan Stanley | Senior roles in M&A, ECM, Asset Management | 1987–2012 | Broad industry exposure (technology, media, retail, telecom, transportation, industrial, healthcare) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Walmart, Inc. | Director | 2017–Present | Current U.S.-listed public company directorship |
| Cummins Inc. | Director | 2021–Present | Current U.S.-listed public company directorship |
Board Governance
- Committee assignments and chair roles: Investment Committee Chair (effective Jan 2025); member of Executive and Governance & Corporate Responsibility Committees .
- Independence: Classified by the Board as independent; MetLife affirms annual independence review under NYSE/SEC standards, with a majority-independent board and all principal standing committees fully independent .
- Attendance and engagement: In 2024, attendance at regular Board and Committee meetings was 100% for applicable Directors; each current Director exceeded 75% attendance thresholds .
- Executive sessions: Non-management Directors meet in executive session without management at regularly scheduled Board meetings; Independent Directors also meet privately without the CEO .
- Chair orientation and continuing education: Completed Investment Committee Chair orientation prior to first meeting in 2025; MetLife provides ongoing director education on cybersecurity, strategy, risk, sustainability, and governance .
Fixed Compensation
| Metric | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $150,000 | Standard for Non-Management Directors |
| Annual Equity Retainer (Fully Vested Shares) | $175,104 | Grant-date fair value per ASC 718; shares vest and are deliverable immediately |
| All Other Compensation | $1,640 | Life insurance ($1,584) + business travel insurance ($56) |
| Total | $326,744 | Sum of above |
Additional structure:
- Committee Chair fees (cash): Audit $40,000; Finance & Risk $40,000; Compensation $30,000; Governance $25,000; Investment $25,000. As Investment Committee Chair since Jan 2025, Harris is eligible for an additional $25,000 cash retainer starting 2025 .
Grant timing detail (illustrative for Non-Management Directors in 2024):
- Fully vested share grants on Jan 2 ($43,778), Apr 1 ($43,772), Jun 18 ($43,802), Oct 1 ($43,752), totaling ~$175k grant-date fair value .
Performance Compensation
| Feature | Applies to Director Compensation | Details |
|---|---|---|
| Performance metrics (e.g., ROE, TSR, ESG) | No | Director equity awards are fully vested shares paid as retainers; no PSUs/options outstanding for Directors at 2024 year-end |
| Vesting schedule | Immediate | Equity retainers vest and deliver upon grant under Director plan (2015 plan terminated effective 12/31/2024; 2025 plan authorizes director share payments) |
| Options/SARs | None outstanding | No outstanding and unexercised stock options for Non-Management Directors as of 12/31/2024 |
Other Directorships & Interlocks
- Service limits: Board guidelines encourage limiting other public boards; Audit Committee service capped at two other SEC-registered audit committees; other Directors capped at three additional public company boards. Harris’ two current public boards (Walmart, Cummins) are within guidelines .
- Conflict processes: Governance Committee evaluates affiliations and board commitments annually for potential independence impairment or conflicts .
Expertise & Qualifications
- Core competencies: Executive Leadership; Corporate Governance/Public Company Board; Insurance & Financial Services; Investments .
- Strategic fit: Capital markets and portfolio management expertise supports oversight of MetLife Investment Management and investment portfolio risks; leadership in DEI and succession planning supports Governance Committee remit .
Equity Ownership
| Holder | Common Stock (#) | Exercisable Options (#) | Deferred Shares (#) | Total (#) | % of Class |
|---|---|---|---|---|---|
| Carla A. Harris | 4,351 | 0 | 1,503 | 5,854 | <1% (asterisk indicates less than 1% based on 674,385,252 shares) |
- Deferred shares not beneficially owned within 60 days are tracked separately; percent of beneficial ownership computed per SEC rules on a 674,385,252-share base .
- Hedging/pledging: Prohibited for Directors and employees (short sales, hedging, options, pledging), supporting alignment with shareholders .
- Director ownership guidelines: Minimum ownership equal to 5x the cash retainer (currently $150,000), implying a guideline of at least $750,000; Directors expected to retain net shares acquired via compensation to meet guidelines (no fixed timeframe) .
Governance Assessment
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Strengths:
- Independent director with relevant capital markets and investment oversight skillset; chairs Investment Committee overseeing portfolio risks in coordination with Finance & Risk Committee .
- Strong attendance and engagement; robust evaluation processes and executive sessions enhance board effectiveness .
- Transparent director pay structure (cash + fully vested equity) with no performance-option asymmetry; policies prohibit hedging/pledging and include strong recoupment frameworks for executives, reinforcing governance culture .
- Say-on-pay support historically favorable, indicating investor confidence in compensation oversight framework (signal for governance quality) .
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Potential conflicts and mitigants:
- External employment at Morgan Stanley could present theoretical related-party exposure; MetLife discloses no related person transactions requiring disclosure since Jan 1, 2024, and committees maintain independent oversight with formal related-party review procedures .
- Multiple directorships: Within Board-established limits; annual independence and commitment reviews mitigate overboarding risks .
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RED FLAGS: None disclosed specific to Harris. No pledging/hedging permitted; no related-party transactions requiring disclosure; full attendance at regular meetings in 2024 .
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Compensation alignment:
- As Investment Committee Chair effective Jan 2025, added cash chair fee ($25,000) is modest and tied to oversight responsibilities; director compensation remains fixed/retainer-based and not performance-linked, reducing risk of misaligned incentives in portfolio oversight .