Denise M. Morrison
METLIFEAbout Denise M. Morrison
Denise M. Morrison, age 71, is an independent director of MetLife, Inc. since 2014 (11 years of board service). She is the former President and CEO of Campbell Soup Company and currently chairs MetLife’s Governance and Corporate Responsibility Committee; she also serves on the Compensation, Executive, and Investment Committees. She holds a B.S. from Boston College and is scheduled to retire at the 2026 annual meeting under MetLife’s director retirement age policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denise Morrison & Associates LLC | Founder | 2018–Present | Consulting leadership; brand and consumer expertise |
| PSP Capital | Senior Advisor | 2019–2020 | Private equity advisory |
| Campbell Soup Company | President & CEO; Director | 2011–2018; 2010–2018 | Led strategic evolution; governance experience |
| Campbell Soup Company | EVP & COO | 2010–2011 | Operations leadership |
| Campbell Soup Company | President, North America Soup, Sauces & Beverages | 2007–2010 | Category P&L leadership |
| Campbell USA | President | 2005–2007 | U.S. business leadership |
| Campbell Soup Company | President, Global Sales & Chief Customer Officer | 2003–2005 | Commercial leadership |
| Kraft Foods, Inc. | EVP & GM Kraft Snacks; EVP & GM Kraft Confections | 2001–2003; 2001 | GM roles |
| Nabisco | SVP & GM, Down the Street; SVP, Sales & Integrated Logistics | 2000; 1998–2000 | Route-to-market, supply chain |
| Nestlé USA, Inc. | Senior marketing & sales positions | 1984–1995 | Brand, consumer insights |
| PepsiCo, Inc. | Trade/business development roles | 1982–1984 | Commercial development |
| Procter & Gamble | Sales management positions | 1975–1982 | Sales management foundation |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Director | 2018–Present | Public company governance |
| Quest Diagnostics Inc. | Director | 2019–Present | Healthcare governance |
Board Governance
- Committee assignments: Compensation Committee member; Executive Committee member; Investment Committee member; Governance & Corporate Responsibility Committee Chair (since Dec 10, 2019).
- Independence: The board has affirmatively determined all non-management directors, including Ms. Morrison, are independent under NYSE, SEC, and MetLife categorical standards.
- Attendance: During 2024, attendance at regular Board and Committee meetings was 100% for applicable directors; all directors exceeded the 75% threshold.
- Board effectiveness practices: Non-management directors meet in executive session without management at regularly scheduled board meetings; robust evaluation processes (annual board/committee and biennial individual peer reviews) are overseen by Governance.
- Committee activity: Governance Committee held 5 meetings in 2024; Compensation Committee held 6 meetings in 2024.
- Tenure and planned transition: 11 years of service; scheduled to retire at the 2026 annual meeting under retirement age policy.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 175,000 |
| Stock Awards (Grant-date fair value) | 175,104 |
| All Other Compensation | 1,640 |
| Total | 351,744 |
- Director retainer structure (approved in 2023, applicable in 2024): Board cash $150,000; Board fully vested share value $175,000; Committee Chair cash retainers—Audit $40,000; Finance & Risk $40,000; Compensation $30,000; Governance $25,000; Investment $25,000. Retainers are paid in four equal advance installments; no meeting fees.
- Equity retainer mechanics: Non-management director share awards vest immediately upon grant; the 2015 Director Plan was terminated effective Dec 31, 2024 contingent on shareholder approval of the 2025 Plan, which authorizes shares for director retainers similarly.
Performance Compensation
| Compensation Element | Performance Metric | Applicability to Denise M. Morrison | Vesting/Terms |
|---|---|---|---|
| Director Equity Retainer | None (not performance-based) | Yes | Fully vested at grant; immediate delivery |
| Stock Options | N/A | None outstanding | No director stock options outstanding as of Dec 31, 2024 |
| Annual Cash Fees | None | Yes | Fixed retainer; no performance linkage |
MetLife’s performance metrics (Adjusted ROE, TSR vs peers) apply to executive LTI, not to director compensation.
Other Directorships & Interlocks
- Current public company boards: Visa Inc. (2018–Present); Quest Diagnostics Inc. (2019–Present).
- Compensation Committee interlocks: None—no Compensation Committee member has been a MetLife officer/employee; and no MetLife executive served on another company’s compensation committee where that company’s executive served on MetLife’s board/committee during 2024.
- Related person transactions: None requiring disclosure under Reg S-K Item 404 since January 1, 2024.
Expertise & Qualifications
- Core competencies: Executive Leadership; Corporate Governance/Public Company Board; Global Literacy; Consumer Insight/Analytics.
- Education: B.S., Boston College.
Equity Ownership
| Holder | Common Stock (#) | Exercisable Stock Options (#) | Deferred Shares (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|---|
| Denise M. Morrison | 31,715 | 0 | 0 | 31,715 | <1% (based on 674,385,252 shares) |
- Hedging and pledging: Prohibited for directors and employees (no short sales, hedging, options, pledging, margin arrangements).
- Director ownership guidelines: Required holdings valued at least five times the cash component of the annual retainer; no minimum time frame, but expected retention of net shares from compensation.
Governance Assessment
- Strengths: Long-tenured public company CEO experience; chairs the Governance Committee with demonstrated oversight of board composition, succession, and evaluations; strong attendance; independence; meaningful share ownership; strict prohibitions on hedging/pledging; no related-party transactions or interlocks—supports investor confidence in board effectiveness.
- Alignment: Director equity grants vest immediately, and ownership guidelines push sustained personal investment; prohibition on pledging/hedging reduces misalignment risks.
- Watch items: Approaching mandatory retirement at the 2026 meeting may reduce continuity on Governance leadership; multi-board service (Visa, Quest) warrants ongoing monitoring for time commitments, though MetLife guidelines permit up to three additional public boards for non-CEOs and require notice for new commitments.
- RED FLAGS: None disclosed—no related person transactions, no hedging/pledging, and no compensation committee interlocks noted for 2024.