Laura J. Hay
METLIFEAbout Laura J. Hay
Laura J. Hay (age 62) is an independent director of MetLife, Inc., serving since 2024, and currently chairs the Audit Committee (chair since January 2025); she also serves on the Executive Committee and the Finance and Risk Committee . Hay spent over 35 years in financial services at KPMG LLP, including as Global Head of Insurance, and is designated an Audit Committee Financial Expert, underscoring deep insurance, accounting, and risk credentials relevant to MetLife’s board oversight . She joined the Board effective February 27, 2024, completed a comprehensive director and Audit Chair orientation, and has one year of MetLife board service as of April 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner | 2000 – 2023 | Technical accounting, audit leadership |
| KPMG LLP | Global Head of Insurance | 2017 – 2023 | Insurance sector expertise; risk identification/mitigation |
| KPMG LLP | US/Americas Head of Insurance | 2011 – 2017 | Insurance leadership across regions |
| KPMG LLP | US/Americas Actuarial Practice Leader | 2009 – 2011 | Actuarial oversight |
| KPMG LLP | National Industry Director, Life Insurance | 2007 – 2011 | Life insurance segment leadership |
| KPMG Americas Board | Board Director | 2013 – 2016 | Governance experience |
| KPMG U.S. Board | Board Director | 2011 – 2016 | Governance experience |
| KPMG LLP | Other employment and leadership roles | 1993 – 2000 | Global team leadership, talent development |
External Roles
| Category | Current Roles |
|---|---|
| U.S.-listed public company directorships | None |
Board Governance
- Independence and committees: Hay is an Independent Director; Chair, Audit Committee; Member, Executive Committee; Member, Finance & Risk Committee .
- Audit Committee financial expertise: The Board determined she qualifies as an “audit committee financial expert” under SEC rules .
- Engagement and onboarding: In 2024 she completed extensive director orientation (business segment overviews, finance, risk, technology, internal audit, HR, compensation, legal and governance) and shadowed the outgoing Audit Chair prior to assuming the role in 2025 .
- Attendance: In 2024, attendance at regular Board and Committee meetings was 100% for applicable Directors, and each Director attended more than 75% of meetings; all Directors at the time attended the 2024 annual meeting .
- Independence framework: A majority of MetLife’s Board is independent; all principal standing committees (Audit, Compensation, Governance, Finance & Risk, Investment) are fully independent and chaired by independent directors .
| Committee | Role | Since/Notes |
|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | Chair since Jan 2025; member since 2024 |
| Finance & Risk Committee | Member | Appointed Feb 27, 2024 |
| Executive Committee | Member | Listed as member in 2025 proxy |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $126,511 | Pro-rated for service starting Feb 27, 2024 |
| Stock Awards (grant-date fair value) | $147,717 | Fully vested shares under director plan |
| All Other Compensation | $1,508 | Life insurance and travel accident insurance (pro-rated) |
| Total | $275,736 | Sum of above |
Director Retainer Structure (approved 2023; applicable to 2024)
| Retainer Type | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $150,000 | Paid quarterly; pro-rated for partial-year service |
| Board equity retainer (fully vested shares) | $175,000 | Rounded up to nearest whole share; vests immediately |
| Audit Committee Chair cash retainer | $40,000 | Committee chair fee (cash) |
| Finance & Risk Committee Chair cash retainer | $40,000 | Committee chair fee (cash) |
| Governance Committee Chair cash retainer | $25,000 | Committee chair fee (cash) |
| Investment Committee Chair cash retainer | $25,000 | Committee chair fee (cash) |
| Compensation Committee Chair cash retainer | $30,000 | Committee chair fee (cash) |
Additional notes:
- No meeting fees; no additional pay for concurrent service on Metropolitan Life boards; employee-directors receive no director retainers .
- The 2015 Non-Management Director Stock Compensation Plan was terminated effective Dec 31, 2024, contingent on approval of the 2025 Stock and Incentive Compensation Plan, which also authorizes equity retainers for directors .
Performance Compensation
| Performance Metric | Applies to Non-Management Directors? | Evidence |
|---|---|---|
| Annual incentive/bonus tied to financial/ESG metrics | No | Director compensation is retainers (cash + fully vested shares); no meeting fees; no performance awards |
| PSU/TSR-based equity | No | Equity portion is fully vested share retainer at grant |
| Stock options | None outstanding for non-management directors as of Dec 31, 2024 | No outstanding director stock options |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None | — | — |
- MetLife discloses no related person transactions requiring disclosure since Jan 1, 2024, reducing interlock/conflict risk .
Expertise & Qualifications
- Insurance, accounting, and audit expertise; led KPMG’s global insurance practice; supports oversight of financial reporting integrity and auditor independence .
- Audit Committee Financial Expert under SEC rules; enhances committee’s technical oversight capability .
- Risk identification/mitigation experience; supports Finance & Risk and enterprise risk oversight .
- Education: B.S., University of California, Berkeley; Asset/Liability Management Program, Wharton Executive Education .
Equity Ownership
| Holder | Common Stock (#) | Exercisable Options (#) | Deferred Shares (#) | Total Beneficial (#) | % of Class | Deferred Shares Not Beneficially Owned (#) |
|---|---|---|---|---|---|---|
| Laura J. Hay | 0 | 0 | 515 | 515 | * | 2,061 |
Additional alignment policies:
- Director share ownership guideline: at least 5x the cash retainer (i.e., 5 × $150,000) with expectation to retain net shares acquired via director compensation; no minimum timeframe specified .
- Hedging and pledging of MetLife securities are prohibited for directors and employees, reinforcing alignment with shareholders .
Governance Assessment
- Strengthened financial oversight signal: As Audit Committee Chair and an SEC-designated audit committee financial expert, Hay enhances board oversight of accounting, controls, auditor independence, and cybersecurity disclosure controls—key to investor confidence given MetLife’s scale and regulatory complexity .
- Independence and capacity: Independent status, no other U.S.-listed directorships, and thorough 2024 orientation suggest strong capacity and engagement; board/committee meeting attendance in 2024 was robust (100% at regular meetings for applicable directors) .
- Conflicts and related-party review: Company reports no related person transactions requiring disclosure since Jan 1, 2024; formal RPT policy with Governance Committee oversight mitigates conflict risk .
- Ownership alignment watchpoint: Beneficial ownership currently reflects 515 deferred shares; while guidelines require a meaningful stake (5× cash retainer), there is no mandated timeframe—investors may monitor progress toward the guideline over time .
- Compensation structure: Director pay mix is balanced (cash + fully vested equity), with no performance-linked awards or options; equity retainer and prohibition on hedging/pledging support alignment without encouraging risk-taking .
RED FLAGS: None disclosed specific to Hay. No related-party transactions requiring disclosure, no hedging/pledging, and independent committee leadership reduce governance risk .