William E. Kennard
METLIFEAbout William E. Kennard
William E. Kennard, age 68, has served as an Independent Director of MetLife since 2013 (11 years of board service as of April 29, 2025). He is the former U.S. Ambassador to the European Union, ex-Chairman and General Counsel of the FCC, and former Managing Director at The Carlyle Group. He holds a B.A. (Phi Beta Kappa) from Stanford University and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velocitas Partners LLC | Co-Founder & Non-Executive Chairman | 2013–Present | Asset management expertise |
| Astra Capital Management | Co-Founder | 2016–Present | Private equity investing |
| Staple Street Capital | Operating Executive Board Member | 2013–Present | Private equity oversight |
| U.S. Mission to the European Union | Ambassador | 2009–2013 | Trade and regulatory diplomacy |
| The Carlyle Group | Managing Director | 2001–2009 | Global investments; regulated sectors |
| U.S. FCC | Chairman | 1997–2001 | Technology access, regulatory policy |
| U.S. FCC | General Counsel | 1993–1997 | Legal oversight |
| Verner, Liipfert (now DLA Piper) | Partner | 1984–1993 | Legal practice |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ford Motor Company | Director | 2015–Present | Current U.S.-listed public company board |
| AT&T Inc. | Director | 2014–Present | Current U.S.-listed public company board |
| Duke Energy Corporation | Director (prior) | 2014–2021 | Prior U.S.-listed board (past five years) |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmed all Non-Management Directors (including Kennard) satisfy NYSE/SEC independence; majority of board is independent . |
| Committees (2025) | Compensation (member, appointed April 22, 2025), Executive (member), Finance & Risk (Chair, since Jan 1, 2025), Investment (member; Chair through Dec 2024) . |
| Committee orientation | Completed Chair orientation for Finance & Risk before first meeting in 2025; shadowed outgoing Chair . |
| Attendance | In 2024, each current Director attended >75% of board/committee meetings; attendance at regular board and regular committee meetings was 100% for applicable Directors; directors attended the 2024 annual meeting . |
| Committee meeting cadence | Finance & Risk held 7 meetings in 2024; Investment held 5 meetings in 2024 . |
| Independent oversight | Principal Standing Committees (Audit, Compensation, Governance, Finance & Risk, Investment) are chaired by Independent Directors and composed entirely of Independents . |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 175,000 | Includes board cash retainer and applicable chair fees . |
| Stock Awards (Grant Date Fair Value) | 175,104 | Fully vested common stock grants under Director plan; immediate vesting/delivery . |
| All Other Compensation | 1,640 | Life and travel insurance; charitable match program . |
| Total | 351,744 | Sum of components . |
Director compensation structure (approved in 2023; applicable in 2024):
- Board cash retainer: $150,000; Board equity (fully vested shares): $175,000; Chair fees: Audit $40,000; Compensation $30,000; Finance & Risk $40,000; Governance $25,000; Investment $25,000. Retainers paid in four equal advance installments; no meeting fees .
- In 2024, Kennard served as Investment Committee Chair, which carries a $25,000 cash chair fee; this aligns with his $175,000 cash fees (board cash retainer plus chair fee) .
Performance Compensation
| Grant Date (2024) | Grant Date Fair Value ($) | Notes |
|---|---|---|
| Jan 2, 2024 | 43,778 | “Each Other Non-Management Director” cohort amount |
| Apr 1, 2024 | 43,772 | “Each Other Non-Management Director” cohort amount |
| Jun 18, 2024 | 43,802 | “Each Other Non-Management Director” cohort amount |
| Oct 1, 2024 | 43,752 | “Each Other Non-Management Director” cohort amount |
- Director equity grants vest and are deliverable immediately upon grant under the director plan; no stock options outstanding for Non-Management Directors as of Dec 31, 2024; 2015 Director Plan terminated effective Dec 31, 2024 and replaced by 2025 Plan with similar authority to issue shares for director equity retainers .
- No performance metrics (TSR/ROE, etc.) are used in director compensation; these apply to executive officers, not directors .
Other Directorships & Interlocks
| Organization | Role | Potential Interlock/Consideration |
|---|---|---|
| AT&T Inc. | Director | MetLife’s governance guidelines review affiliations/board commitments annually to evaluate independence/conflicts; directors encouraged to limit other boards; Kennard is within board service limits . |
| Ford Motor Company | Director | Same governance review framework applies; no specific related-person transactions disclosed for Kennard in proxy . |
Expertise & Qualifications
- Corporate governance/public company board, regulated industry/government, investments, global literacy; risk management and technology exposure through FCC and sovereign/regulatory service .
- As Finance & Risk Chair, scope covers capital structure, dividend/buyback policies, capital and liquidity plans, material risk assessment/management, compliance oversight, and CRO oversight coordination .
Equity Ownership
| As of Mar 31, 2025 | Shares (#) | Notes |
|---|---|---|
| Common Stock | 10 | Includes 10 shares held via PH Trust allocated to Kennard; sole investment and shared voting power . |
| Exercisable Stock Options | 0 | None exercisable within 60 days . |
| Deferred Shares (acquirable within 60 days) | 42,198 | Deferred Shares credited with imputed dividends; acquirable under plan rules . |
| Total Beneficial Ownership | 42,208 | Percent of class: less than 1% (674,385,252 shares outstanding) . |
| Deferred Shares Not Beneficially Owned | 1 | Not acquirable within 60 days . |
Director share ownership alignment policies:
- Directors must own at least 5x the cash component of annual retainer; hedging and pledging of MetLife securities are prohibited for directors and employees .
Insider Trades (Form 4) – Transactions and Post-Ownership
| Transaction Date | Type | Shares Granted (#) | Price ($) | Post-Transaction Ownership (#) | SEC URL |
|---|---|---|---|---|---|
| 2024-01-02 | Award | 650 | 67.35 | 38,463 | |
| 2024-03-14 | Award | 278 | 71.90 | 38,741 | |
| 2024-04-01 | Award | 594 | 73.69 | 39,335 | |
| 2024-06-11 | Award | 310 | 69.06 | 39,646 | |
| 2024-06-18 | Award | 627 | 69.86 | 40,273 | |
| 2024-09-10 | Award | 294 | 74.63 | 40,567 | |
| 2024-10-01 | Award | 535 | 81.78 | 41,102 | |
| 2024-12-16 | Award | 271 | 82.74 | 41,372 | |
| 2025-01-02 | Award | 535 | 81.78 | 41,907 | |
| 2025-03-11 | Award | 291 | 78.45 | 42,199 | |
| 2025-04-01 | Award | 540 | 81.16 | 42,739 | |
| 2025-06-10 | Award | 305 | 79.43 | 43,044 | |
| 2025-06-17 | Award | 562 | 77.85 | 43,606 | |
| 2025-09-09 | Award | 312 | 79.29 | 43,918 | |
| 2025-10-01 | Award | 534 | 81.93 | 44,452 |
Observation: No open-market purchases or sales disclosed in 2024–2025; all filings are “A-Award” grants increasing post-transaction ownership, consistent with equity retainer deferrals/grants for Non-Management Directors [insider-trades SEC URLs above] .
Governance Assessment
- Board effectiveness: Kennard chairs Finance & Risk (effective Jan 2025) and previously chaired Investment through Dec 2024, placing him at the center of capital allocation, liquidity oversight, and enterprise risk governance; meeting counts (FRC: 7; Investment: 5 in 2024) indicate active engagement .
- Independence and attendance: Affirmed independent under NYSE/SEC rules; 2024 attendance was robust (100% at regular board and committee meetings for applicable Directors), supporting investor confidence in oversight continuity .
- Compensation alignment: Director pay mix is balanced (cash + fully vested equity), with no options outstanding and immediate vesting of director share awards; chair fees align with leadership responsibilities (e.g., Investment Chair fee $25,000), and director compensation reviewed against a comparator group by an independent consultant (Meridian) .
- Ownership alignment: Beneficial ownership includes 42,198 deferred shares acquirable within 60 days plus 10 common shares; director ownership guidelines require at least 5x cash retainer and prohibit hedging/pledging—policies designed to align with shareholder interests (compliance status for individual directors not disclosed) .
- Potential conflicts/RED FLAGS:
- Overboarding risk: Corporate Governance Guidelines limit other public company boards; Kennard serves on two (AT&T, Ford), within the “no more than 3 additional public companies” guideline; independence reviewed annually—no related-person transactions involving Kennard disclosed in the proxy .
- Shares pledged/hedged: Company policy prohibits hedging and pledging for Directors and employees—no pledging/hedging disclosed for Kennard .
- Committee consultant conflicts: Compensation and governance committees use Meridian; board states Meridian provided independent advice with no conflicts and no other services in 2024 .