Mark A. Weinberger
METLIFEAbout Mark A. Weinberger
Mark A. Weinberger (age 63) has served as an independent director of MetLife since 2019 (5 years). He chairs the Compensation Committee (effective 2025) and serves on the Audit Committee (designated an Audit Committee Financial Expert), the Executive Committee, and the Governance and Corporate Responsibility Committee. He is the former Global Chairman & CEO of EY and holds a B.A. (Emory), J.D./M.B.A. (Case Western Reserve), and LL.M. (Georgetown) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY | Global Chairman & Chief Executive Officer; prior Global Vice Chair, Tax; Partner | 2013–2019 (CEO); senior roles 1987–2001, 2002–2008; Partner 2008–2019 | Led digital, cybersecurity, AI and data initiatives; drove large-scale governance diversity at EY |
| U.S. Department of the Treasury (Tax Policy) | Assistant Secretary | 2001–2002 | Senior policymaker on tax; public-sector leadership experience |
| U.S. Senate | Chief Tax and Budget Counsel | 1991–1994 | Legislative and policy expertise |
| Bipartisan Commission on Entitlement & Tax Reform | Chief of Staff | 1994 | Cross-party policy and fiscal reform work |
| Washington Counsel, P.C. | Co‑Founder & Principal | 1996–2000 | Tax/legal advisory leadership |
| Oldaker, Ryan & Leonard | Partner | 1995–1996 | Legal practice leadership |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| JPMorgan Chase & Co. | Director (U.S. listed) | 2024–Present | Large-cap financial services board experience |
| Johnson & Johnson | Director (U.S. listed) | 2019–Present | Global healthcare board experience |
| Saudi Arabian Oil Company (Aramco) | Director (Non‑U.S. listed) | 2020–Present | Global energy/sovereign governance exposure |
| Affinity Partners (A FIN MANAGEMENT LLC) | Outside Advisor | 2024–Present | Investment advisory role |
| Tanium | Senior Advisor | 2021–Present | Cybersecurity advisory role |
| Stone Canyon Industries | Senior Advisor | 2020–Present | Industrial holding company advisor |
| Teneo | Senior Advisor | 2020–Present | CEO advisory firm advisor |
Board Governance
- Independence: The Board determined all non‑management directors, including Weinberger, are independent under NYSE and SEC standards; all principal standing committees are fully independent .
- Committees and chair roles: Weinberger is Compensation Committee Chair (2025), Audit Committee member (Audit Committee Financial Expert), and member of Executive and Governance & Corporate Responsibility committees .
- Attendance and engagement: MetLife reports that during 2024, attendance at both regular Board and regular Committee meetings was 100% for all applicable directors; directors are expected to attend all meetings and the annual meeting .
- Chair rotations and onboarding: He completed Compensation Committee chair orientation ahead of assuming the chair role in 2025; committee chair rotations were part of broader board refreshment .
- Trading, hedging, pledging: Directors are prohibited from hedging and pledging Company stock and subject to strict insider trading policies .
- Director ownership guideline: Non‑management directors must hold at least 5x the cash component of the annual retainer; directors are expected to retain net shares acquired via director compensation to meet the guideline .
- Board commitments policy: Audit Committee members may not serve on more than two other audit committees; all other directors may not serve on more than three additional public company boards; the Governance Committee reviews potential conflicts annually .
Fixed Compensation
- Structure for Non‑Management Directors (approved in 2023, applied in 2024; no meeting fees; paid quarterly in advance):
- Board cash retainer: $150,000
- Board equity retainer (fully vested shares): $175,000
- Additional cash retainers for Committee Chairs: Audit $40,000; Compensation $30,000; Finance & Risk $40,000; Governance & Corporate Responsibility $25,000; Investment $25,000
- Directors may defer fees; equity grants vest and are deliverable immediately on grant; no options outstanding for non‑management directors as of Dec 31, 2024 .
| Retainer Component | Amount (USD) |
|---|---|
| Board (cash) | $150,000 |
| Board (value of fully vested shares) | $175,000 |
| Chair – Audit (cash) | $40,000 |
| Chair – Compensation (cash) | $30,000 |
| Chair – Finance & Risk (cash) | $40,000 |
| Chair – Governance & Corporate Responsibility (cash) | $25,000 |
| Chair – Investment (cash) | $25,000 |
- 2024 Actual Director Compensation – Weinberger:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Mark A. Weinberger | 150,000 | 175,104 | 1,640 | 326,744 |
Notes: In 2024 he was not a committee chair; he became Compensation Committee Chair beginning 2025 (orientation completed in 2024/early 2025) .
Performance Compensation
Directors’ equity compensation is a fixed-value, fully vested share retainer (not performance‑conditioned). No separate meeting fees or performance bonuses are paid to directors . 2024 grant schedule for “Each Other Non‑Management Director” totaled $175,104 in four installments:
| Grant Date | Grant Date Fair Value ($) |
|---|---|
| January 2, 2024 | 43,778 |
| April 1, 2024 | 43,772 |
| June 18, 2024 | 43,802 |
| October 1, 2024 | 43,752 |
Additional notes: Director equity awards vest and are deliverable on grant; no stock options outstanding for non‑management directors as of Dec 31, 2024 .
Other Directorships & Interlocks
- Current public company boards: JPMorgan Chase & Co.; Johnson & Johnson; non‑U.S. listed: Saudi Arabian Oil Company (Aramco) .
- Compensation Committee interlocks: None reported for 2024; no MetLife executive served on another company’s compensation committee where a MetLife director served as an executive .
- Related person transactions: None requiring disclosure since January 1, 2024; MetLife’s Governance Committee reviews and must approve/ratify any such transactions per policy .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; the Board determined Audit Committee members are financially literate and named Weinberger among audit committee financial experts .
- Deep tax, accounting, and policy experience (former U.S. Treasury Assistant Secretary; legislative counsel); led global transformation at EY, including cybersecurity/AI/data initiatives .
- Sustainability and governance orientation noted among his core competencies in the director biography .
Equity Ownership
| Holder | Common Stock (#) | Exercisable Stock Options (#) | Deferred Shares (#) | Total (#) | % of Class |
|---|---|---|---|---|---|
| Mark A. Weinberger | 15,805 | 0 | 0 | 15,805 | <1% |
- Director ownership guideline: At least 5x the cash component of the annual director retainer; directors are expected to retain net shares from director compensation until in compliance .
- Hedging and pledging of MetLife securities is prohibited for directors, supporting alignment with shareholders .
Governance Assessment
- Positives for investor confidence: Independent status; leadership as Compensation Committee Chair; Audit Committee Financial Expert designation; strong policy framework (clawbacks for executives, hedging/pledging prohibitions, ownership guidelines); boardwide 2024 perfect attendance at regular meetings; robust director evaluation, education, and chair rotation processes .
- Potential watchpoints: Multiple outside directorships (JPMorgan, Johnson & Johnson, Aramco) increase time commitments; MetLife’s policy caps additional public boards and limits Audit Committee members’ external audit committee seats, with annual independence/commitment reviews by the Governance Committee mitigating overload/conflict risk .
- Conflicts and related‑party exposure: None requiring disclosure since January 1, 2024; no compensation committee interlocks in 2024, reducing perceived conflict risk .
Overall, Weinberger’s committee leadership (Compensation Chair), finance/tax expertise, and audit qualification bolster board effectiveness; policy safeguards and monitoring help mitigate conflict/overboarding risks .