Jeh C. Johnson
METLIFEAbout Jeh C. Johnson
Jeh C. Johnson (age 67) is an independent director of MetLife, serving since 2023 (two years of board service as of April 29, 2025). He is a Partner and Co‑Head of the Cybersecurity & Data Protection Practice at Paul, Weiss, and previously served as U.S. Secretary of Homeland Security, General Counsel of the U.S. Department of Defense, and General Counsel of the U.S. Air Force; he holds a B.A. from Morehouse College and a J.D. from Columbia Law School . He currently serves on MetLife’s Audit Committee and the Governance & Corporate Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Secretary | 2013–2017 | Led the third-largest U.S. cabinet department; deep operational and cyber oversight experience |
| U.S. Department of Defense | General Counsel | 2009–2012 | Navigated complex legal and risk issues in national security context |
| U.S. Department of the Air Force | General Counsel | 1998–2001 | Senior legal leadership in highly regulated environment |
| U.S. Attorney’s Office (SDNY) | Assistant U.S. Attorney | 1989–1991 | Federal prosecution experience |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | Partner; Co‑Head, Cybersecurity & Data Protection | Partner since 1994 (between gov’t service); Co‑Head 2017–Present | Cybersecurity subject-matter expertise applied to corporate governance and risk oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Lockheed Martin Corporation | Director (U.S. listed) | 2018–2024 | Prior public company directorship (past five years) |
| U.S. Steel Corporation | Director (U.S. listed) | 2020–2025 | Prior public company directorship (past five years) |
No current U.S.-listed public company directorships are disclosed for Johnson in the 2025 proxy; the proxy lists the above as “Prior U.S. Listed Public Company Directorships (past five years)” .
Board Governance
- Committee assignments: Audit Committee member; Governance & Corporate Responsibility Committee member .
- Independence: The Board determined all non‑management directors (including Johnson) are independent under NYSE and SEC rules; a majority of the Board is independent .
- Attendance and engagement: In 2024, each director attended >75% of applicable meetings; attendance at both regular Board and regular Committee meetings was 100% for all applicable directors; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session without management at regularly scheduled Board meetings as necessary .
- Audit oversight involvement: Johnson is listed as a member of the Audit Committee that reviewed internal control effectiveness and recommended inclusion of 2024 audited financial statements in Form 10‑K (committee report dated April 21, 2025) .
Fixed Compensation
| Metric (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| Stock Awards (grant-date fair value, ASC 718) | $175,104 |
| All Other Compensation | $1,640 (group life insurance $1,584; business travel insurance $56) |
| Total | $326,744 |
- Director retainer structure (approved in 2023, applied in 2024): Cash Board retainer $150,000; equity retainer (fully vested shares) $175,000; Committee Chair cash retainers: Audit $40,000, Compensation $30,000, Finance & Risk $40,000, Governance $25,000, Investment $25,000; independent Chairman incremental retainers: $125,000 cash and $125,000 in fully vested shares; no meeting fees .
- Director equity awards vest and are deliverable immediately upon grant; as of 12/31/2024 no stock awards were outstanding for non‑management directors .
- Directors may defer retainers under the Non‑Management Director Deferred Compensation Plan; deferred share equivalents accrue imputed reinvested dividends; the 2015 Director Plan was terminated effective 12/31/2024 and replaced by the 2025 Stock and Incentive Compensation Plan effective 1/1/2025 for equity payment of director retainers .
Performance Compensation
| Grant Date (2024) | Grant-Date FV of Stock Awards – “Each Other Non‑Management Director” |
|---|---|
| January 2, 2024 | $43,778 |
| April 1, 2024 | $43,772 |
| June 18, 2024 | $43,802 |
| October 1, 2024 | $43,752 |
Non‑management director equity is not performance‑based; awards are fully vested at grant (no PSU/option performance metrics for board retainers). No stock options were outstanding for non‑management directors as of 12/31/2024 .
Other Directorships & Interlocks
- Current other U.S.-listed boards: None disclosed for Johnson (proxy lists only prior boards within five years) .
- Prior U.S.-listed boards (past five years): Lockheed Martin (2018–2024); U.S. Steel (2020–2025) .
- Compensation Committee interlocks: None—no MetLife executive officers served as a director or comp committee member of another entity where that entity’s executive served on MetLife’s Board/Compensation Committee during 2024 .
Expertise & Qualifications
- Core competencies attributed to Johnson: Executive Leadership; Corporate Governance/Public Company Board; Regulated Industry/Government; Risk Management .
- Cyber and risk oversight: Recognized cybersecurity expert who has testified before Congress; expertise informs Board oversight of MetLife’s information security program and enterprise risk management .
- Committee mandates aligned with expertise:
- Audit Committee: oversight of financial reporting, internal control over financial reporting, independent auditor, and information security/cybersecurity policies and controls .
- Governance & Corporate Responsibility Committee: director nominations and evaluations, governance frameworks, non‑management director compensation review, succession planning processes, and oversight of reputation/culture .
Equity Ownership
| Holder | Common Stock (#) | Deferred Shares (#) | Total Beneficial (#) | % of Class |
|---|---|---|---|---|
| Jeh C. Johnson | 17 | 5,626 | 5,643 | * (<1%) |
- Hedging and pledging: Prohibited for directors and employees (no short sales, hedging, options trading, or pledging/margin) .
- Director ownership guideline: At least 5x the cash component of annual retainer (i.e., 5 × $150,000) in MetLife stock/common‑stock–based holdings; no minimum timeframe to meet the guideline, but directors are expected to retain net shares acquired through director compensation to reach/maintain compliance .
- Options: Non‑management directors had no outstanding, unexercised stock options as of 12/31/2024 .
Governance Assessment
- Strengths for investor confidence:
- Independence and strong attendance (Board/Committee attendance at regular meetings was 100% in 2024 for all applicable directors) .
- Cybersecurity and government/regulatory depth, appropriately placed on Audit and Governance committees overseeing cybersecurity, risk, and governance processes .
- Clear, transparent, and mostly equity‑tilted director pay structure; Johnson’s 2024 mix was ~53.6% equity ($175,104 of $326,744 total) with immediate vesting, aligning interests with shareholders .
- No related‑person transactions requiring disclosure since Jan 1, 2024; no compensation committee interlocks .
- Hedging and pledging prohibitions and robust ownership guidelines mitigate alignment risks .
- Watch items:
- Ownership guideline status is not disclosed by individual; while immediate vesting supports accumulation, the proxy does not state whether Johnson individually meets the 5x cash retainer guideline as of the record date .
- Paul, Weiss client relationships are not discussed; however, the company states there were no related‑person transactions requiring disclosure and the Board affirmed Johnson’s independence .
- Red flags: None disclosed regarding attendance shortfalls, related‑party transactions, hedging/pledging, or director pay anomalies .
Additional Board context: Non‑management directors hold executive sessions; independent chair structure and fully independent principal standing committees support oversight quality .