Carlos M. Gutierrez
METLIFEAbout Carlos M. Gutierrez
Independent Director at MetLife since 2013; age 71 as of April 29, 2025; 12 years of MetLife Board service. Former U.S. Secretary of Commerce and former Chairman & CEO of Kellogg Company; currently serves on MetLife’s Finance & Risk Committee and Investment Committee; designated Independent under NYSE and SEC rules. Scheduled to retire at the 2026 Annual Meeting under the Director Retirement Age Policy (age 72 limit).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EmPath, Inc. (human capital tech) | Co-Founder, Chairman & CEO | 2020–2024 | AI/ML experience relevant to oversight of New Frontier/AI opportunities |
| Albright Stonebridge Group (consulting) | Co-Chair; Vice-Chair | 2013–2020 | Global advisory; government and institutional relationships |
| Citigroup, Inc. | Vice Chairman, Institutional Client Group | 2011–2013 | Capital markets and institutional investor perspective |
| Global Political Strategies (APCO) | Chairman & Founding Consultant | 2010–2011 | Public-private strategy |
| U.S. Department of Commerce | Secretary | 2005–2009 | Regulated industry/government expertise |
| Kellogg Company | Chairman & CEO (other senior roles) | 1998–2005 | Large-scale operating leadership; brand and consumer insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Occidental Petroleum Corporation (NYSE: OXY) | Director | 2009–Present | Current U.S.-listed public company directorship |
| Exelon Corporation | Director | 2021–2023 | Prior U.S.-listed public company directorship (past 5 years) |
Board Governance
- Independence: Board determined all non-management directors (including Gutierrez) are Independent; only the CEO is non-independent.
- Committee assignments (current nominee slate): Finance & Risk Committee (member); Investment Committee (member).
- Committee structures, chairs, and meeting cadence 2024:
- Finance & Risk Committee: Chair William E. Kennard (Chair since Jan 2025; Edward J. Kelly, III Chair through Dec 2024); 7 meetings in 2024; oversees capital structure, liquidity, risk assessment/management, compliance, and CRO oversight. Members include Gutierrez.
- Investment Committee: Chair Carla A. Harris (since Jan 2025; Ambassador Kennard Chair through Dec 2024); 5 meetings in 2024; oversees investment activities and related risks (credit, concentration, derivatives) with FRC coordination. Members include Gutierrez.
- Attendance and engagement: Each director who served during 2024 attended >75% of Board/committee meetings; attendance at regular Board and regular committee meetings was 100% for all applicable directors; directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors met in executive session without management at regularly scheduled Board meetings; independent directors also met privately during the year.
- Board evaluation: Annual Board/committee evaluations; biennial individual director evaluations overseen by the Governance Committee.
Fixed Compensation
| Name | 2024 Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total Fixed ($) |
|---|---|---|---|
| Carlos M. Gutierrez | 150,000 | 1,640 | 151,640 |
Director compensation structure (approved 2023; in effect for 2024):
- Board cash retainer: $150,000; Board equity (fully vested shares) retainer value: $175,000; no meeting fees. Chair retainers: Audit $40,000; Compensation $30,000; Finance & Risk $40,000; Governance $25,000; Investment $25,000. Equity portion rounded to nearest whole share; fully vested and deliverable immediately on grant. No outstanding stock options for non-management directors as of 12/31/2024.
All Other Compensation components (standard program values):
- Life insurance premium $1,584; business travel insurance $56; charitable matching program up to $5,000 (Mr. Gutierrez’s “All Other Compensation” totaled $1,640 in 2024, consistent with life insurance + travel insurance only).
Performance Compensation
| Name | 2024 Stock Awards ($) | Grant Dates and Grant-Date Fair Values ($) | Vesting |
|---|---|---|---|
| Carlos M. Gutierrez | 175,104 | Jan 2, 2024: 43,778; Apr 1, 2024: 43,772; Jun 18, 2024: 43,802; Oct 1, 2024: 43,752 | Director share awards vest and are deliverable immediately upon grant (fully vested shares) |
Notes:
- Grant-date fair value computed per ASC 718 (shares granted × NYSE closing price on grant date).
- No stock options outstanding for non-management directors as of 12/31/2024.
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Occidental Petroleum Corporation (current) | Public company directorship disclosed; no related-party transactions requiring disclosure since Jan 1, 2024. |
| Exelon Corporation (2021–2023) | Prior public company directorship (past 5 years). |
| Compensation Committee Interlocks | None in 2024; no MetLife executive served on another entity’s compensation committee where that entity’s executive sat on MetLife’s Compensation Committee. |
Expertise & Qualifications
- Core competencies: Executive Leadership; Corporate Governance/Public Company Board; Global Literacy; Consumer Insight/Analytics.
- Education: Business Administration studies, Instituto Tecnológico y de Estudios Superiores de Monterrey.
- Strategic fit: Experience in large-scale consumer operations, government/regulatory policy, institutional capital markets, and AI-enabled human capital aligns with MetLife’s strategy (group benefits leadership, asset management growth, high-growth international expansion, and AI-driven customer experience).
Equity Ownership
| Holder | Common Stock (#) | Exercisable Options (#) | Deferred Shares (#) | Total Beneficial (#) | % of Class | Deferred Shares Not Beneficially Owned (#) |
|---|---|---|---|---|---|---|
| Carlos M. Gutierrez | 41,556 | 0 | 0 | 41,556 | * (<1%) | 0 |
Additional alignment policies
- Director Share Ownership Guidelines: Each non-management director should hold MetLife stock or stock-based holdings with an aggregate value ≥ 5× the cash retainer (i.e., 5 × $150,000); directors are expected to retain net shares acquired via director compensation to meet the guideline; no fixed time frame.
- Hedging and Pledging: Prohibited for directors and employees (no short sales, hedging, options trading, or pledging/margin).
Governance Assessment
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Strengths
- Independence and tenure: Independent director with 12 years of service; strong attendance culture (each director >75% in 2024; regular meetings 100% for applicable directors).
- Relevant committee work: Member of Finance & Risk and Investment Committees—key oversight of capital, liquidity, enterprise risk, and investment portfolio risks; both committees chaired by independent directors and met regularly (FRC 7x; IC 5x in 2024).
- Alignment mechanisms: Significant portion of director pay in fully vested equity with ongoing ownership guideline; hedging/pledging prohibited.
- Conflicts: No related-person transactions requiring disclosure since Jan 1, 2024; no compensation committee interlocks.
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Watch items / potential risks
- Imminent retirement: Scheduled to retire at the 2026 Annual Meeting due to the age-72 policy—succession planning for FRC/IC expertise warranted.
- External commitments: Serves on Occidental Petroleum’s board; while common among large-cap directors, continued monitoring for any evolving related-party exposures is prudent (none disclosed).
-
Compensation mix and incentives
- 2024 mix: Cash retainer $150,000; equity $175,104; all other $1,640; no meeting fees. This structure emphasizes equity-based alignment while avoiding meeting-driven incentives.
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Overall view
- Gutierrez brings seasoned operating leadership, government and regulatory insight, institutional markets experience, and AI/human capital exposure that bolster FRC and IC oversight. Policy guardrails (ownership guideline; no hedging/pledging) and absence of related-party transactions support investor confidence; the primary governance consideration is planned retirement in 2026 and ensuring continuity of risk and investment oversight competencies.