UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS

Some of theCertain statements made in this proxy statement including those related to our goal of achieving net zero greenhouse gas emissions ("GHGe") for the full range of our businesses and operations by 2050, mayshould be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These include statements about The Hartford’s future results of operations. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. FactorsInvestors should consider the important risks and uncertainties that couldmay cause actual results to differ, possibly materially, fromincluding those in the forward-looking statements include, but are not limited to, our ability to formulate and implement plans to reduce our Scope 1 and 2 GHGe as anticipated; our reliance on third parties, whose actions are outside our control, to reduce our Scope 3 GHGe; and the lack of widely accepted standards for measuring greenhouse gas emissions associated with underwriting, insurance and investment activities, as well as other factors discussed in The Hartford's news release issued on February 1, 2024, our 20222023 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the U.S. Securities and Exchange Commission. We assume no obligation to update this proxy statement,document, which speaks as of the date issued.

At The Hartford, we aspire to be an exceptional company celebrated for financial performance, character, and customer value. We believe strong governance practices and responsible corporate behavior are central to this vision and contribute to our long-term performance. Accordingly, the Board and management regularly consider best practices in corporate governance and shareholder feedback and modify our governance policies and practices as warranted. Our current best practices include:

DIRECTOR SUCCESSION PLANNING

All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and strategy. Our director onboarding program is designed to reduce the learning curve for new members and enable them to provide meaningful contributions to the oversight of the Company as early in their tenures as possible. It consists of two phases. Phase one is designed to provide a solid foundation on our businesses, financial performance, strategy, risk and governance. New directors devote numerous briefing sessions with senior management to review key functional areas of the Company and their committee assignment responsibilities. Phase two is an opportunity for new directors to continue learning about the business at their discretion after they have been on the Board for six to twelve months.  Directors are afforded time to familiarize themselves with the Company so they can identify areas for additional education and development. In addition, we have formalized our board mentorship program to help integrate members with experienced directors. New directors are also encouraged to attend all committee meetings during their first year to help accelerate their understanding of the Company and the Board. 

The charts below reflect average tenure and representation of women and people of color for the director nominees standing for election at the date of the Annual Meeting of Shareholders.

The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Shareholders may also directly nominate someone for election at an annual meeting. Nominations for director candidates are closed for 2023.2024. To nominate a candidate at our 20242025 Annual Meeting, notice must be received by our Senior Vice President and Corporate Secretary at the address below by February 16, 202414, 2025 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of our Common Stock.

The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee qualify as “independent” under applicable law, the listing standards of the NYSE and our Corporate Governance Guidelines. The current members of the Board, the committees on which they serve and the primary functions of each committee are identified below.

 

BOARD RISK OVERSIGHT

The Board as a whole has ultimate responsibility for risk oversight. We have a formal enterprise Risk Appetite Framework reviewed by the Board at least annually, which sets forth the Company's risk preferences, tolerances, and limits. Throughout 2022,2023, the Board focused on the macroeconomic outlook and implications to the investment portfolio and insurance underwriting performance. The Board also continued to focus on talent, cyber risk, property catastrophe exposures and the COVID-19 pandemic’s effect on the risk profile of the Company, including impacts to insurance coverages, and the legal and regulatory environment.sustainability.

The Audit Committee discusses with management risk assessment and risk management policies. With respect to cybersecurity risk oversight, senior members of Enterprise Risk Management, Information Protection and Internal Audit provide detailed, regular reports on cybersecurity matters to the Board, primarily through the Audit Committee, which has principal responsibility for oversight of cybersecurity risk. The topics covered by these updates include the Company's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, as well as lessons learned from internal and external testing of our cyber defenses. The Audit Committee is provided with updates on technology and cybersecurity risks at least four times annually, including annual reviews of the Company's cybersecurity program and technology risks and controls, and bi-annual updates on operational risks (in spring and fall). Given its importance, the full Board is invited to attend the annual cybersecurity program and time is reserved at each Audit Committee meeting for cybersecurity technology matters that warrant discussion between the standing sessions.

FIRMCo oversees the investment, financial, and risk management activities of the Company and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo is also briefed on ourthe Company’s risk profile and risk management activities.

The Audit Committee, FIRMCo and Internal Audit functions provided detailed, regular reports on cybersecurity mattersthe full Board are apprised of developments in 2022the external environment and business strategies that present additional potential cyber risk exposure to the Board primarily throughCompany, such as modifications to on-line platforms and expanded use of cloud-based applications, on an ongoing, as-needed basis. As a result, cybersecurity and cyber risk are typically discussed more frequently than the Audit Committee, which has principal responsibility for oversight of cybersecurity risk. In 2022, the Audit Committee received five updates on cybersecurity matters. The topics covered by these reports included The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents (including assessments conducted by, or in conjunction with, third parties), as well as lessons learned from cybersecurity incidents and internal and external testing of our cyber defenses.annual minimum requirements.

BOARD AND SHAREHOLDER MEETING ATTENDANCE

BUSINESS ETHICS AND CONDUCT

We have adopted a Code of Ethics and Business Conduct, which applies to all employees, including our chief executive officer, chief financial officer and controller. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”). These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct. All employees certify annually that they have read the Code and fully understand their responsibilities. Directors certify compliance with the Board Code of Ethics annually.

POLITICAL ACTIVITIES

Our approachview of corporate sustainability centers around developing business strategies and solutions to sustainability is fundamentalserve the current needs of our customers and other stakeholders, while embracing the necessary innovation and foresight to whoensure we are as a company. ESG is deeply embedded in our values, our operational approach, and our strategy. Our strategy rests on a foundation and track record of transparent, measurable goals and actions intendedable to secure long-term shareholder value and contribute to society at large. Our sustainability efforts address ESG impacts as highlightedmeet those needs in the following key areas:decades to come. In embracing this long-term view, we seize opportunities and navigate risks that emerge from environmental, social and governance ("ESG") issues and we embed related principles into our businesses and operations to drive value creation for our shareholders and sustainable value for all our stakeholders.

We have a proud, purpose-driven history of ESGsustainability performance. We’ve delivered on an action-oriented strategy, catalyzed by the setting and achievement of ambitious goals and intended to create long-term shareholder value and to contribute positively to society at large.

ANNUAL CASH FEES

OTHER

STOCK OWNERSHIP GUIDELINES AND RESTRICTIONS ON TRADING

The following table shows the number and value of unvested equity awards outstanding as of December 31, 2022.2023. The value of these unvested awards is calculated using a market value of $75.83,$80.38, the NYSE closing price per share of our common stock on December 30, 2022.29, 2023. The numbers have been rounded to the nearest whole dollar or share. The following table does not include vested RSUs granted at a director's election in lieu of the annual cash retainer.