Diana L. McKenzie
METLIFEAbout Diana L. McKenzie
Diana L. McKenzie (age 60) is an Independent Director of MetLife, Inc., serving since 2018 (6 years). She is the former Chief Information Officer of Workday and Amgen, with deep experience in digital transformation, cybersecurity, and regulated life sciences; she holds a B.S. from Purdue University and completed UCLA’s Information Technology Management Program . MetLife’s Board has affirmatively determined all non-management directors (including McKenzie) are independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Information Officer | 2016–2019 | Led global IT; technology and cybersecurity leadership |
| Amgen, Inc. | SVP & CIO; VP Enterprise Technology Services/Enterprise Architecture; Executive Director, Information Systems | 2004–2016 (various roles 2004–2016) | Product development/commercialization IT leadership in regulated biotech |
| Eli Lilly and Company | Information Systems leadership roles (R&D, Corporate Engineering, HR, IT Architecture/Strategy) | 1987–2004 (various roles including 2000–2004 Group Director) | Enterprise IT and R&D systems leadership in pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vertex Pharmaceuticals Incorporated (NASDAQ: VRTX) | Director | 2020–Present | Public company directorship |
| Agilon Health, Inc. (NYSE: AGL) | Director | 2023–Present | Public company directorship |
| Paradox (Brighton Park Capital portfolio) | Board Member | 2020–Present | Conversational AI HR platform (private) |
| BrightInsight, Inc. | Advisor | 2020–Present | Digital health platforms (private) |
| Vi Labs Ltd. | Advisor | 2024–Present | AI-enabled life sciences tech (private) |
| DLM Horizons, LLC | Consultant/Owner | 2020–Present | Consulting practice |
Board Governance
- Independence and tenure: Independent Director (since 2018; 6 years) .
- Committee assignments (2025 nominees): Audit Committee; Compensation Committee; Finance & Risk Committee (member; not chair) .
- Committee chairs (context): Audit (Chair: Laura J. Hay); Compensation (Chair: Mark A. Weinberger); Finance & Risk (Chair: William E. Kennard) .
- Attendance and engagement: In 2024, attendance at both regular Board and regular Committee meetings was 100% for all applicable Directors; directors meet in regular executive sessions without management .
- Director education/engagement framework: Formal director orientation and continuing education; committee-chair rotations with structured orientation; ongoing updates on cybersecurity, risk, strategy and compensation governance .
Fixed Compensation
Director compensation structure for 2024 (non-management directors):
| Retainer Element | Amount ($) |
|---|---|
| Board annual cash retainer | 150,000 |
| Board annual equity (fully vested shares) | 175,000 (rounded to nearest whole share) |
| Committee Chair fees (cash) – Audit | 40,000 |
| Committee Chair fees (cash) – Finance & Risk | 40,000 |
| Committee Chair fees (cash) – Compensation | 30,000 |
| Committee Chair fees (cash) – Governance | 25,000 |
| Committee Chair fees (cash) – Investment | 25,000 |
| Notes: No meeting fees; 2015 Director Stock Plan terminated effective 12/31/2024 contingent on approval of the 2025 Plan; awards under these plans are fully vested upon grant; some directors elect to defer retainers under the Non-Management Director Deferred Compensation Plan . |
Individual 2024 compensation for McKenzie:
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 150,000 |
| Stock Awards (grant-date fair value) | 175,104 |
| All Other Compensation (insurance benefits) | 1,640 |
| Total | 326,744 |
Performance Compensation
| Performance-Based Element | Details |
|---|---|
| Performance-conditioned equity/bonuses | None disclosed for directors; equity portion delivered as fully vested shares, no options outstanding for non-management directors as of 12/31/2024; no meeting fees . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current U.S.-listed public boards | Vertex Pharmaceuticals (2020–Present); Agilon Health (2023–Present) |
| Prior U.S.-listed public boards (past five years) | Change Healthcare Inc. (2019–2022) |
| Compensation Committee interlocks | None disclosed for 2024; no executive officer cross-directorship interlocks reported |
| Board service limits | MetLife guidelines: Directors (other than sitting public-company CEOs/NEOs) may serve on up to three additional public boards (excludes MetLife); Audit Committee members may serve on no more than two other SEC-registered company audit committees unless the Board determines no impairment |
Expertise & Qualifications
- Core competencies self-identified: Executive Leadership; Regulated Industry/Government; Consumer Insight/Analytics; Technology .
- Education: B.S., Purdue University; Information Technology Management Program, UCLA .
- Relevance to MetLife: Technology and cybersecurity leadership aligned with Board oversight of information security and risk; experience in regulated life sciences contributes to risk and compliance oversight .
Equity Ownership
| Holder | Common Stock (#) | Exercisable Options (#) | Deferred Shares Beneficially Owned (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|---|
| Diana L. McKenzie | 0 | 0 | 18,405 | 18,405 | <1% (asterisked in filing) |
Additional alignment policies:
- Director ownership guideline: Minimum ownership equal to at least five times the cash component of the annual retainer; directors expected to retain net shares acquired via director compensation to meet guideline (no fixed timeframe) .
- Hedging/pledging: Prohibited for directors and employees (short sales, derivatives; pledging not allowed), designed to prevent misalignment with shareholders .
Governance Assessment
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Strengths
- Independent director with 6 years’ tenure; serves on Audit, Compensation, and Finance & Risk—high-impact oversight roles for financial reporting, pay governance, and enterprise risk .
- Proven CIO background in cloud enterprise software and life sciences brings scarce cybersecurity and data governance expertise to Audit oversight; aligns with Board focus on information security .
- Strong board process indicators: 100% attendance across Board and committees in 2024; regular executive sessions; robust orientation/continuing education .
- Director pay mix is primarily equity plus cash retainer with no performance-conditioned features that might impair independence; equity is fully vested, options not outstanding for directors .
- Alignment protections: stringent anti-hedging/pledging policy and meaningful ownership guideline for directors .
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Potential watch items
- Multiple external roles (two additional public boards) increase time commitments but remain within MetLife’s board service limits for non-NEO directors; continue to monitor workload/attendance (100% in 2024) .
- Related-party exposure: Company reports no related person transactions requiring disclosure since Jan 1, 2024—a positive signal; maintain surveillance given service in health/life sciences ecosystems .
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RED FLAGS observed: None disclosed—no related person transactions; no hedging/pledging; strong attendance .