| | | | Notice of Chubb Limited | | | | | |||||||||
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| | | | Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March as provided in “Who is entitled to vote?” in this proxy statement | | | Proxy Mailing Date On or about April | | | | |
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2 Allocation of disposable profit and distribution of a dividend from reserves 2.1 Allocation of disposable profit 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) 3 Discharge of the Board of Directors | | | 4 Election of Auditors 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4.3 Election of BDO AG (Zurich) as special audit firm 5 Election of the Board of Directors 6 Election of the Chairman of the Board of Directors 7 Election of the Compensation Committee of the Board of Directors 8 Election of Homburger AG as independent proxy | | | 9 10 Reduction of share capital 11 Approval of the maximum compensation of the Board of Directors and Executive Management 11.1 Compensation of the Board of Directors until the next annual general meeting 11.2 Compensation of Executive Management for the next calendar year 12 Advisory vote to approve executive compensation under U.S. securities law requirements 13 Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies 14 Shareholder proposal regarding a report on greenhouse gas emissions | |
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| Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary April Zurich, Switzerland | | | Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee. | |
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| 2 | | | Chubb Limited | |
| Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March | | | Mailing Date On or about April | |
| Meeting Agenda | | | Board Vote Recommendation | | | Page Reference | | |||
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, | | | For | | | | ||||
| 2 Allocation of disposable profit and distribution of a dividend from reserves | | | | | | | | |||
| | | | 2.1 Allocation of disposable profit | | | For | | | | |
| | | | 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) | | | For | | | | |
| 3 Discharge of the Board of Directors | | | For | | | | ||||
| 4 Election of Auditors | | | | | | | | |||
| | | | 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor | | | For | | | | |
| | | | 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting | | | For | | | | |
| | | | 4.3 Election of BDO AG (Zurich) as special audit firm | | | For | | | | |
| 5 Election of the Board of Directors | | | For each nominee | | | | ||||
| 6 Election of the Chairman of the Board of Directors | | | For | | | | ||||
| 7 Election of the Compensation Committee of the Board of Directors | | | For each nominee | | | | ||||
| 8 Election of Homburger AG as independent proxy | | | For | | | | ||||
| 9 | | | For | | | | ||||
| 10 Reduction of share capital | | | For | | | | ||||
| 11 Approval of the maximum compensation of the Board of Directors and Executive Management | | | | | | | | |||
| | | | 11.1 Compensation of the Board of Directors until the next annual general meeting | | | For | | | | |
| | | | 11.2 Compensation of Executive Management for the next calendar year | | | For | | | | |
| 12 Advisory vote to approve executive compensation under U.S. securities law requirements | | | For | | | | ||||
| 13 Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies | | | Against | | | | ||||
| 14 Shareholder proposal regarding a report on greenhouse gas emissions | | | Against | | | |
| Chubb Limited | | | 3 | |
| | | | | | | | | | Current Chartered Committee Membership | | | | | | | | | | | Current Committee Membership | | ||||||||||||||||||||||||||||||
| Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | ||||||||||||||||
| Evan G. Greenberg | | 66 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | Evan G. Greenberg | | 67 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | ||||||||||||||||
| Michael P. Connors Lead Director | | 65 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | Chair | | | | Michael P. Connors Lead Director | | 66 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | ● | | | | ||||||||||||||||
| Michael G. Atieh | | 67 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | Michael G. Atieh | | 68 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Sheila P. Burke | | 70 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | Kathy Bonanno | | 59 | | New Nominee | | Business Finance Officer, Google Cloud | | | | | | | | | | | | ||||||||||||||||
| Mary Cirillo | | 73 | | 2006 | | Retired Executive Vice President and Managing Director, Deutsche Bank | | ● | | Chair | | | | ● | | | | Sheila P. Burke | | 71 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | ||||||||||||||||
| Robert J. Hugin | | 66 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | ● | | | | | | Mary Cirillo | | 74 | | 2006 | | Retired Executive Vice President and Managing Director, Deutsche Bank | | ● | | Chair | | | | ● | | | | ||||||||||||||||
| Robert W. Scully | | 71 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | Robert J. Hugin | | 67 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Eugene B. Shanks, Jr. | | 74 | | 2011 | | Retired President, Bankers Trust Company | | | | | | | | | | ● | | Robert W. Scully | | 72 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | ||||||||||||||||
| Theodore E. Shasta | | 70 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | Theodore E. Shasta | | 71 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | ||||||||||||||||
| David H. Sidwell | | 68 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | | | | | ● | | | | | | David H. Sidwell | | 69 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | | | | | ● | | | | | | ||||||||||||||||
| Olivier Steimer | | 65 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | Olivier Steimer | | 66 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | ||||||||||||||||
| Luis Téllez | | 62 | | New Nominee | | Former Chairman and Chief Executive Officer, Mexican Stock Exchange | | | | | | | | | | | | Luis Téllez | | 63 | | 2021 | | Former Chairman and Chief Executive Officer, Mexican Stock Exchange | | | | | | ● | | | | | | ||||||||||||||||
| Frances F. Townsend | | 59 | | 2020 | | Executive Vice President for Corporate Affairs, Activision Blizzard | | | | | | | | ● | | ● | | Frances F. Townsend | | 60 | | 2020 | | Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer, Activision Blizzard | | ● | | ● | | | | Chair | | | |
| 4 | | | Chubb Limited | |
| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across – Tangible book value per share growth – P&C combined ratio – Core operating return on equity – Core operating return on tangible equity – Core operating income • TSR modifier • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid CEO total pay • $ • Other NEO total pay • | |
| Chubb Limited | | | 5 | |
| 6 | | | Chubb Limited | |
| | | | Annual Cash Incentive | | | Long-Term/Equity Incentive | |
| CEO | | | | | | ||
| Other NEOs | | | | | |
| Financial Performance Peer Group | | | | Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Financial Services Group | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| |
| Chubb Limited | | | 7 | |
| Successfully executed on significant strategic and operational goals and initiatives, including: | |
| 8 | | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| Tangible book value per share growth | | | | | Tangible book value per share performance | | |
| P&C combined ratio | | | | | P&C combined ratio performance was just below plan | | |
| Core operating return on equity (ROE) | | | 9.9% 13.6% (adjusted for private equity investments) | | | Core operating ROE performance was | |
| Core operating return on tangible equity (ROTE) | | | 15.3% 20.9% (adjusted for private equity investments) | | | Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments. | |
| Core operating income | | | $ | | | Core operating income exceeded both plan and prior year. Core operating income growth was | |
| | | | | | | | |
| Total shareholder return | | | 27.9% 1-year 16.8% 3-year | | | Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were | |
| 10 | | | Chubb Limited 2022 Proxy Statement | |
| In determining the compensation direction of the Company and in setting the When The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
| Chubb Limited 2022 Proxy Statement | | | |
| Name and Principal Position | | Salary | | Bonus | | Stock Awards | | Option Awards | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | Name and Principal Position | | Salary | | Bonus | | Stock Awards | | Option Awards | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | ||||||||||||||
| Evan G. Greenberg Chairman and Chief Executive Officer | | $1,400,000 | | $5,700,000 | | $10,125,070 | | $1,917,286 | | — | | $1,185,811 | | $20,328,167 | | Evan G. Greenberg Chairman and Chief Executive Officer | | $1,400,000 | | $7,500,000 | | $10,125,007 | | $2,996,944 | | — | | $1,159,233 | | $23,181,184 | | ||||||||||||||
| Philip V. Bancroft Chief Financial Officer | | $865,000 | | $1,342,400 | | $1,811,377 | | $342,996 | | — | | $650,342 | | $5,012,115 | | Peter C. Enns* Chief Financial Officer | | $649,846 | | $1,404,500 | | $3,080,272 | | $513,532 | | — | | $195,544 | | $5,843,694 | | ||||||||||||||
| John W. Keogh President and Chief Operating Officer | | $1,032,692 | | $2,460,400 | | $3,900,158 | | $738,503 | | — | | $496,027 | | $8,627,780 | | Philip V. Bancroft* Former Chief Financial Officer | | $870,000 | | $1,553,000 | | $1,630,267 | | $482,505 | | — | | $458,851 | | $4,994,623 | | ||||||||||||||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | $895,385 | | $1,567,500 | | $2,137,566 | | $404,760 | | $1,034,364 | | $399,314 | | $6,438,889 | | John W. Keogh President and Chief Operating Officer | | $1,050,000 | | $2,980,100 | | $3,900,006 | | $1,154,372 | | — | | $464,594 | | $9,549,072 | | ||||||||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | $895,385 | | $2,219,700 | | $2,647,640 | | $501,340 | | — | | $458,315 | | $6,722,380 | | Paul J. Krump Vice Chairman, Global Underwriting and Claims | | $900,000 | | $2,018,800 | | $2,137,622 | | $632,684 | | $194,585 | | $352,544 | | $6,236,235 | | ||||||||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | $900,000 | | $2,650,000 | | $3,647,665 | | $783,668 | | — | | $469,214 | | $8,450,547 | |
| The key objectives of our executive compensation program are to: | | | • Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance. • Assure that executives do not take imprudent risks to achieve compensation goals. • Provide, to the extent practicable, that executives are not rewarded with short-term compensation for risk-taking actions that may not manifest in outcomes until after the compensation is paid. | |
| | | Chubb Limited 2022 Proxy Statement | |
| What We Do | | | | What We Don’t Do | |
| • Substantial equity component to align pay with performance • Performance share awards subject to 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value • Significant amount of at-risk pay • Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary) • Independent compensation consultants at every Compensation Committee meeting • Double trigger change in control payout • Detailed individual performance criteria • Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances • Peer groups reevaluated annually • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure | | | | • No hedging of Chubb securities • No repricing or exchange of underwater stock options • No options backdating • No special tax gross ups • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance share awards or second chance “look back” vesting | |
| Chubb Limited 2022 Proxy Statement | | | |
| 14 | | | Chubb Limited | |
| | | | (in millions of Swiss francs) | |
| Balance brought forward | | | | |
| Profit for the year | | | | |
| Cancellation of treasury shares | | | | |
| Attribution to reserve for treasury shares | | | | |
| Balance carried forward | | | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| 18 | | | Chubb Limited | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | 2020 | | 2019 | | | | 2021 | | 2020 | | ||||
| Audit fees1 | | $25,048,000 | | $26,163,000 | | Audit fees1 | | $24,698,000 | | $25,048,000 | | ||||
| Audit-related fees2 | | 872,000 | | 382,000 | | Audit-related fees2 | | 1,795,000 | | 872,000 | | ||||
| Tax fees3 | | 2,269,000 | | 1,856,000 | | Tax fees3 | | 2,280,000 | | 2,269,000 | | ||||
| All other fees4 | | 257,000 | | 333,000 | | All other fees4 | | 179,000 | | 257,000 | | ||||
| Total | | $28,446,000 | | $28,734,000 | | Total | | $28,952,000 | | $28,446,000 | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| Skills, Qualifications and Experiences Criteria | | |||||
| • Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/Accounting • Financial Services Industry | | | • Governance/Compliance • Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • • M&A/Business Development | |
| |
| Chubb Limited | |
| Evan G. Greenberg Chairman and Chief Executive Officer, Chubb Limited Age: Years of Service: Committee Memberships: Executive (Chairman) | | | Evan G. Greenberg was elected as our Chairman of the Board in May 2007. We appointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 and as our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenberg was appointed to the position of Chief Executive Officer of ACE Overseas General. Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief Executive Officer of ACE Tempest Re in November 2001. Prior to joining the Company, Mr. Greenberg was most recently President and Chief Operating Officer of American International Group, Inc. (AIG) from 1997 until 2000. From 1975 until 1997, Mr. Greenberg held a variety of senior management positions at AIG, including President and Chief Executive Officer of AIU, AIG’s foreign general insurance organization. Skills and Qualifications: Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004 and has served in senior management positions in the industry for | |
| Chubb Limited 2022 Proxy Statement | | | |
| Michael P. Connors Chairman and Chief Executive Officer, Information Services Group, Inc. Independent Lead Director Age: Years of Service: Committee Memberships: Compensation, Nominating & Governance, Executive | | | Michael P. Connors is Chairman of the Board and Chief Executive Officer of Information Services Group, Inc., a technology insights, market intelligence and advisory services company. He is also a founder of that company. Mr. Connors served as a member of the Executive Board of VNU N.V., a worldwide media and marketing information company, from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 until 1995, and before that was a Corporate Vice President of Sprint Corporation. Mr. Connors was during the past five years a member of the Board of Directors of Eastman Chemical Company. Skills and Qualifications: Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues. He has also served as the chair of two compensation committees. | |
| Michael G. Atieh Retired Chief Financial and Business Officer, Ophthotech Corporation Age: Years of Service: Committee Memberships: Risk & Finance | | | Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently Skills and Qualifications: Mr. Atieh brings a wealth of diverse business experience to the Board which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies, and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director. | |
| | | Chubb Limited 2022 Proxy Statement | |
| Kathy Bonanno Business Finance Officer, Google Cloud Age: 59 Years of Service: New Nominee | | | Kathy Bonanno has served as Business Finance Officer of Google Cloud (cloud computing services) since August 2020. Prior to that, from April 2014 until July 2020, Ms. Bonanno held a variety of senior finance positions with Palo Alto Networks (cybersecurity), including Chief Financial Officer from November 2017 until July 2020, Senior Vice President, Finance, from November 2016 to November 2017, and Vice President, Finance, from April 2014 until November 2016. In her 30 years of business experience she also held a variety of senior finance roles at Symantec Corporation (cybersecurity) from July 2006 to March 2014, and was employed in a variety of roles, including Managing Director Investor Relations, at American Airlines from September 1987 to June 2006. Since August 2021, Ms. Bonanno has served as a consultant to Chubb’s Board of Directors (which role will terminate as of the Annual General Meeting). Skills and Qualifications: Ms. Bonanno’s significant financial and financial reporting experience, including as a former chief financial officer of a public company, would bring substantial value to our Board of Directors. Additionally, her extensive executive management experience with cloud computing and cybersecurity companies would provide insights, perspective and understanding of key digital, technology and cyber priorities and related risks for the Company both as an insurer and a large multinational company. | |
| Sheila P. Burke Faculty Research Fellow, John F. Kennedy School of Government, Harvard University Age: Years of Service: Committee Memberships: Risk & Finance | | | Sheila P. Burke is a Faculty Research Fellow at the Malcolm Wiener Center for Social Policy, and has been a Member of Faculty at the John F. Kennedy School of Government, Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke was a member of the board of directors of The Chubb Corporation (Chubb Corp.) and served as chair of its Corporate Governance & Nominating Committee and as a member of the Chubb Corp. board’s Executive Committee and Organization & Compensation Committee at the time of the merger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretary and Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously was Under Secretary for American Museums and National Programs, Smithsonian Institution, from June 2000 to December 2003. She was Executive Dean and Lecturer in Public Policy of the John F. Kennedy School of Government, Harvard University, from November 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leader of the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of the board of directors of WellPoint, Inc. (now Anthem Inc.). Skills and Qualifications: Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, in both public service and private practice, to our Board of Directors. In addition, her substantial experience on public, private and not-for-profit boards enables her to provide valuable oversight and guidance to our management on strategy, regulatory matters and risk management. | |
| Chubb Limited 2022 Proxy Statement | | | 25 | |
| Mary Cirillo Retired Executive Vice President and Managing Director, Deutsche Bank Age: Years of Service: Committee Memberships: Nominating & Governance (Chair), Compensation, Executive | | | Mary Cirillo is a retired banking executive and former advisor to Hudson Venture Partners L.P. (venture capital). She served as Chairman of OPCENTER, LLC (help desk and network operations services) from 2000 to 2004. She was Chief Executive Officer of Global Institutional Services of Deutsche Bank from July 1999 until February 2000. Previously, she served as Executive Vice President and Managing Director of Bankers Trust Company (which was acquired by Deutsche Bank), which she joined in 1997. From 1977 to 1997, she was with Citibank, N.A., most recently serving as Senior Vice President. Ms. Cirillo previously served as a director of Thomson Reuters Corporation and as a director of DealerTrack Technologies. Skills and Qualifications: Ms. Cirillo has spent a career in software product development, business management in transaction service businesses and in commercial banking. She has developed and led global businesses and served as chief executive officer for various subsidiaries at two major financial institutions. She has also led major turnaround efforts in global financial institutions. Ms. Cirillo also has experience in private equity. This business experience allows Ms. Cirillo to bring financial services and technology leadership skills to the Board. | |
| Robert J. Hugin Former Chairman and Chief Executive Officer, Celgene Corporation Age: Years of Service: Committee Memberships: | | | Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven Pharmaceutical Holding Company Ltd. In the past five years Mr. Hugin Skills and Qualifications: Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues. | |
| Robert W. Scully Retired Co-President, Morgan Stanley Age: Years of Service: Committee Memberships: Audit (Chair), Executive | | | Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, and he previously served at Morgan Stanley as Co-President, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. and Zoetis Inc. Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc. Skills and Qualifications: Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board. | |
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| Theodore E. Shasta Retired Partner, Wellington Management Company Age: Years of Service: Committee Memberships: Audit | | | Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company, a global investment advisor. Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst. Skills and Qualifications: Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight and perspective to the Board. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986. | |
| David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: Years of Service: Committee Memberships: Audit | | | David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016. Skills and Qualifications: Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions, complementary to his role on the Audit Committee. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member. | |
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| Olivier Steimer Former Chairman, Banque Cantonale Vaudoise Age: Years of Service: Committee Memberships: Risk & Finance (Chair), Executive | | | Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since 2013 on the Board of Allreal Holding AG (Swiss real estate manager and developer) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank). Also, Skills and Qualifications: Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board. | |
| Luis Téllez Former Chairman and Chief Executive Officer, Mexican Stock Exchange Age: Years of Service: 1 Committee Memberships: | | | Luis Téllez was Chairman and CEO of the Mexican Stock Exchange (MSE) from May 2009 to December 2014. He served as Mexico’s Secretary of Communications and Transportation from 2006 to 2009 and Secretary of Energy from 1997 to 2000. He also served as Chief of Staff to President Ernesto Zedillo from 1994 to 1997. Since April 2015, he has led the operations in Mexico of KKR & Co. Inc. (a global investment firm) as Senior Advisor, Head of Mexico. From 2015 until March 2020, Mr. Téllez served as President of the NTT consulting firm Everis in Mexico (technology consulting) Skills and Qualifications: Mr. Téllez | |
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| Frances F. Townsend Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer, Activision Blizzard Age: Years of Service: Committee Memberships: Compensation Nominating & | | | Frances F. Townsend is Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer at Activision Blizzard (interactive gaming and entertainment), a company she has been with since December 2020. From October 2010 until December 2020, Ms. Townsend served at MacAndrews & Forbes Incorporated (a diversified holding company). At the time of her departure she was Vice Chairman, General Counsel and Chief Administrative Officer. From April 2009 to October 2010, Ms. Townsend was a partner at the law firm of Baker Botts LLP. Prior to that, she served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the U.S. Homeland Security Council from May 2004 until January 2008. She also served as Deputy Assistant to the President and Deputy National Security Advisor for Combating Terrorism from May 2003 to May 2004. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Townsend is a board member of the Council on Foreign Relations and the Trilateral Commission, and is currently a director of Freeport-McMoRan Inc. and Investcorp. During the past five years, Ms. Townsend served as a director of Scientific Games Corporation, SciPlay Corporation and The Western Union Company. Skills and Qualifications: Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security matters. Ms. Townsend also has significant leadership experience through her various senior roles in U.S. government, including as chair of the U.S. Homeland Security Council. Ms. Townsend’s public board experience also contributes to her value as a director. | |
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Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken | | | Article 6 Authorized Share Capital for General Purposes | |
Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.15 je Aktie zu erhöhen. | | | a) The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.15 each. | |
[b)—d) bleiben unverändert.] | | | [b)—d) remain unchanged.] | |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted-average exercise price of outstanding options, warrants, and rights | | | Number of securities remaining available for future issuance under equity compensation plans | |
| Equity compensation plans approved by security holders(1) | | | 11,478,183 | | | $125.09(3) | | | 8,978,256 | |
| Equity compensation plans not approved by security holders(2) | | | 29,099 | | | | | | | |
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Artikel 3 Aktienkapital | | | Article 3 Share Capital | |
a) Das Aktienkapital der Gesellschaft beträgt CHF | | | a) The share capital of the Company amounts to CHF | |
[b) bleibt unverändert.] | | | [b) remains unchanged.] | |
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| For which period does the Board compensation approval apply? | | | The approval applies to compensation for the period from the | |
| What does the maximum aggregate compensation amount include? | | | The maximum includes a lump sum amount for all potential compensation elements for the period, including: • Annual retainers • Committee chair fees • Equity awards • Meeting fees | |
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| Where can I find more information about director compensation? | | | A description of director compensation and the amounts of compensation paid to directors in | |
| Who determines the actual compensation for each individual Board member? | | | The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders. | |
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| Compensation For Calendar Year | | Amount Approved | | Total Compensation Paid | | % of Approved Amount | | Compensation For Calendar Year | | Amount Approved | | Total Compensation Paid | | % of Approved Amount | | ||||||
| 2016 | | $49 million | | $43 million* | | 88% | | 2017 | | $44 million | | $35.5 million | | 81% | | ||||||
| 2017 | | $44 million | | $35.5 million | | 81% | | 2018 | | $41 million | | $35.9 million | | 88% | | ||||||
| 2018 | | $41 million | | $35.9 million | | 88% | | 2019 | | $43 million | | $39 million | | 91% | | ||||||
| 2019 | | $43 million | | $39 million | | 91% | | 2020 | | $43 million | | $39 million | | 91% | | ||||||
| 2020 | | $43 million | | $39 million | | 91% | | 2021 | | $46 million (based on four members of Executive Management) | | $42.48 million (for four members of Executive Management) plus $8.11 million (for new member of Executive Management)* | | 92.3% plus 17.6% for new member* | | ||||||
| 2021 | | Shareholders approved $46 million in aggregate compensation | | | | 2022 | | Shareholders approved $48 million in aggregate compensation | | | |
| For which period does Executive Management compensation approval apply? | | | The approval applies to compensation for the next calendar year | | |||
| What does the maximum aggregate compensation amount include? | | | It includes a lump sum amount for all potential compensation elements for the period, including: | | |||
| • Fixed Compensation: – Base salary | | | • Variable Compensation, including: – Cash bonus – Long-term equity incentive awards – Retirement contributions – Additional personal benefits including limited perquisites | | |||
| How is future compensation for | | | The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for • stock options: the applicable Black-Scholes value at the date of grant • performance share awards: 100% of the market value of the target share component of the award as of the date of grant • time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant | |
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| How is future compensation for (continued) | | | In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised. In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of performance shares is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant. In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and performance shares are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance share awards granted in | | |||
| Who determines the actual compensation for each individual member of Executive Management? | | | The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity incentive plans. The actual aggregate amount of compensation paid to the individual members of Executive Management may be lower than the maximum aggregate compensation amount for which the Board is seeking ratification. This is because the maximum aggregate compensation amount is calculated based on the assumption that all performance and other measures of applicable bonus and equity-based compensation plans are met or substantially exceeded. | |
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| Key features of our executive compensation practices and policies include: • Detailed individual and Company performance criteria; • Significant amount of at-risk pay (94% for CEO, 88% for other NEOs) • More than half of equity grant for • Performance shares linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards; • Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance shares; • Carefully constructed peer groups, re-evaluated at least annually; • No tax reimbursements or gross-ups for U.S.-based senior management; • Clawback of incentive cash and equity (vested and unvested) compensation; • No new pledging of Chubb shares owned by executive officers or directors; • Mandatory executive share ownership guidelines; and • No hedging of Chubb securities. | |
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| The following governance documents are available • Articles of Association • Organizational Regulations • Corporate Governance Guidelines • Board Committee • Categorical Standards for Director Independence • Code of Conduct • Policy on Fair Disclosure You may also request copies of any of these documents by contacting our Investor Relations department: Telephone — E-mail — investorrelations@chubb.com | |
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| Board Independence | | | • The Board has determined that • Our CEO is the only non-independent director. | |
| Board Composition | | | • Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies. • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and diversity factors. • • Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this • Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb). | |
| Board Committees | | | • Five standing Board committees — Audit, Compensation, Nominating & Governance, Risk & Finance and Executive. • All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee). | |
| Leadership Structure | | | • Our Chairman is CEO of our Company. He interacts closely with our independent Lead Director, who is appointed by the other independent directors. • Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs executive sessions of the independent directors to discuss certain matters without management present. These executive sessions take place at least every regular Board meeting. • Lead Director’s responsibilities also include the ability to convene Board meetings and establish the Board agenda (with the Chairman). | |
| Risk Oversight | | | • Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. | |
| ESG Governance | | | • • The Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and ESG policies and initiatives, and other Board • In 2021, our CEO and | |
| Climate Change Governance | | | • We implemented an active governance structure to oversee and execute our global environmental program and climate change strategy. At the Board level, our Nominating & Governance Committee is responsible for reviewing ESG issues including climate change, and our Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, which include climate risk. The full Board is also involved in these matters. • Our management-level Executive Committee, which include our Chairman and CEO and most senior executive leaders, are responsible for aligning climate and other ESG and Corporate Citizenship activities for consistency with the Company’s culture, values, corporate mission and business objectives. The Executive Committee also has executive management responsibility for the execution of underwriting and portfolio management decisions and responses related to climate change. In addition, the Risk and Underwriting Committee reviews risks associated with climate change. | |
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| Open Communication | | | • We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Our directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by email or regular mail. | |
| Shareholder Input | | | • We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions. • Chubb participants in meetings include relevant members of management and at times members of our | |
| Accountability to Shareholders | | | • Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee. • There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board. • Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote. • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management. | |
| Succession Planning/ Talent Management | | | • Our Board actively monitors our succession planning and management development. • Chairman and CEO succession plans under various scenarios are discussed and reviewed annually. • Human capital management is a full Board topic. Senior management provides our Board with regular updates on matters including employee | |
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| Protecting the Present and Building a Better Future Good corporate citizenship lies at our core — how we practice our craft of insurance, how we work together to serve our customers, how we treat each other, and how we work to help make a better world for our communities and our planet. Citizenship is about responsibility — and we express that responsibility in a way that reflects our core values and our mission to protect the present and build a better future. We accomplish our mission by providing the security from risk that allows people and businesses to grow and prosper. Our mission is realized by sustaining a culture that values and rewards excellence, integrity, inclusion and opportunity; by working to protect our planet and assisting less fortunate individuals and communities in achieving and sustaining productive and healthy lives; and by promoting the rule of law. From our roots in 18th century Philadelphia, we have built Chubb to be a dynamic, forward-looking global enterprise with a commitment to responsible citizenship. We act on this promise of responsibility through a wide range of activities that include our contributions of time and money. Underlying our mission and commitment is a strong leadership and governance structure. Our Board of Directors has delegated to our Nominating & Governance Committee responsibility for overseeing Chubb’s Corporate Citizenship (ESG) activity and related policies, and other Board committees monitor and review specific Corporate Citizenship-related matters in accordance with their charters. Corporate Citizenship also remains a full Board topic. At the senior executive level, our management Executive Committee oversees our Corporate Citizenship program, led by our General Counsel in that regard, and ensures that our activities and policies are consistent with Chubb’s culture, values, corporate mission and We are also active in engaging with key stakeholders (including our shareholders, employees, rating agencies, interest groups and others) on our Corporate Citizenship initiatives and consider their feedback. Set out | | | Philanthropy The Chubb Charitable Foundation believes that meaningful contributions that support our communities globally provide lasting benefits to society, to Chubb and to Chubb employees. Through philanthropy, global partnerships and Company-sponsored volunteer activities focused on giving the gift of time and donations, the Our philanthropy is funded principally through the Chubb Charitable Foundation and the Chubb Rule of Law Fund. Our commitment to assist those For example, the Chubb Charitable Foundation has supported the International Rescue Committee. Through partnerships with The Nature Conservancy, Rainforest Trust and other conservation organizations, the As part of our commitments to expand and enhance our broader diversity, equity and inclusion agenda, we are working through the Chubb Charitable Foundation | |
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| Environment & Climate Change Chubb recognizes the reality of climate change and the substantial impact of human activity on our planet. We realize our commitment to be a steward of the earth in a number of ways: recognizing and responding to the reality of climate change across our businesses; managing environmental risk for our customers with innovative products and risk engineering solutions; supporting environmental resiliency projects throughout the world; protecting biodiversity and saving land through our philanthropy; and reducing the environmental footprint of our own operations. Chubb develops insurance products and risk management services that facilitate market-based solutions to current and pending environmental and climate-related issues. The Chubb Charitable Foundation and the Company’s employees support a range of environmental philanthropies, as well as volunteer activities in local communities around the world. In 2019, Chubb In 2021, Chubb announced its support for a global transition to a net zero economy by 2050. During the year, Chubb also adopted the Task Force on Climate-related Financial Disclosures (TCFD) framework and released its first TCFD report. | | | Diversity, Equity & Inclusion Chubb operates within a dynamic and changing global environment where marketplaces and customers are culturally diverse and broad. Meeting diverse customer needs requires the best minds collaborating in a rewarding and supportive environment. We recognize our responsibility to ensure opportunity within our own organization by creating an atmosphere where all colleagues, regardless of who they are, feel comfortable bringing their best to the table. Our strategy for diversity, equity and inclusion (DE&I) is designed to support Chubb’s ability to attract, develop and retain the best talent — regardless of background. Chubb’s culture holds true to the principles of accountability and ownership and requires collective and individual responsibility. Making and sustaining progress requires holding leadership accountable; developing and advancing diverse talent; increasing gender and multicultural leadership diversity; and deploying inclusive recruitment, development and promotional practices. Other DE&I initiatives include mentorships and affinity groups, such as Business Roundtables and Regional Inclusion Councils, which promote dynamic networking across the business and engage hundreds of employees in constructive dialogue. To provide further transparency and accountability for its DE&I efforts, Chubb will begin publishing its EEO-1 U.S. workforce demographic data in 2022. | | | Chubb Rule of Law Fund As a corporate citizen, Chubb recognizes the rule of law as the foundation of a liberal world order that the Company embraces as essential to the proper functioning of markets and the protection of personal freedoms. Through the Chubb Rule of Law Fund, a unique corporate initiative, we support projects around the world that promote the preservation and advancement of the rule of law. Since it was founded in 2008, the The events that unfolded across the U.S. in 2020 focused Chubb’s attention more intensely on the persistent challenges arising from bigotry, racism and racial injustice in society, particularly for Black people. Chubb is taking specific actions to be an anti-racist company, including supporting programs through the Chubb Rule of Law Fund to address inequality and promote social, economic, and racial justice. The The Chubb Rule of Law Fund is funded by the Chubb Charitable Foundation and contributions from | |
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| Skills, Qualifications and Experiences Criteria | | |||
| • Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/Accounting • Financial Services Industry | | | • Governance/Compliance • Government/Regulatory/ Public Policy • Insurance and Reinsurance Industry • • M&A/Business Development |
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| Our Lead Director provides independent Board leadership. Specific responsibilities include: • Establishing the agenda (with the Chairman) for Board meetings • Authority to convene meetings of the Board • Presiding at executive sessions of the independent directors at every regular Board meeting and at other times as the Lead Director may separately call • Providing a forum for independent director feedback at those executive sessions and communicating that feedback to the Chairman • Ensuring an appropriate level of Board independence in deliberations and overall governance • Working with the Nominating & Governance Committee in the Board’s performance evaluation process and the Compensation Committee in the CEO evaluation process and compensation determination • Facilitating communication between Board members and the Chairman of the Board • Empowerment to respond to non-audit related shareholder inquiries, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members • Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities • Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking | |
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| Committee | | | Role & Responsibilities | | | Independence | | | Meetings Held | |
| Audit Committee Chair: Robert W. Scully Members: Theodore E. Shasta David H. Sidwell Luis Téllez | | | The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. All members are audit committee financial experts as defined under Item 407(d) of Regulation S-K, and each member meets the financial literacy requirements of the NYSE. For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Fourteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page | |
| Nominating & Governance Committee Chair: Mary Cirillo Members: Michael P. Connors | | | The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship (ESG) activities and related policies. In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board committees in their self-evaluations. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings | |
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| Committee | | | Role & Responsibilities | | | Independence | | | Meetings Held | |
| Compensation Committee Chair: Members: Mary Cirillo | | | The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and personal goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation. The Compensation Committee also works with the Nominating & Governance Committee and the CEO on succession planning, and periodically consults with the Risk & Finance Committee on matters related to executive compensation and risk. Under Swiss law, shareholders have sole authority to elect the members of the Compensation Committee. See Agenda Item 7 for more details. For more information about how the Compensation Committee determines executive compensation, see the “Compensation Discussion & Analysis” section of this proxy statement. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings and several in-depth sessions covering various matters | |
| Risk & Finance Committee Chair: Olivier Steimer Members: Michael G. Atieh Sheila P. Burke Robert J. Hugin Eugene B. Shanks, Jr. | | | The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings | |
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| Pay Component | | | | |
| Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting | | | $305,000 – $180,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $125,000 in cash, paid quarterly | |
| Committee Chair Fees | | | Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments | |
| Lead Director Annual Fee | | | $50,000 Paid in quarterly installments | |
| Additional Board Meeting Fees | | | |
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| Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | ||||||||
| Michael G. Atieh | | $125,000 | | $180,000 | | $137,343 | | $442,343 | | Michael G. Atieh | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | ||||||||
| Sheila P. Burke | | $125,000 | | $180,000 | | $42,431 | | $347,431 | | Sheila P. Burke | | $127,000 | | $180,000 | | $13,000 | | $320,000 | | ||||||||
| James I. Cash | | $125,000 | | $180,000 | | $50,290 | | $355,290 | | James I. Cash3 | | $33,250 | | $67,500 | | $41,956 | | $142,706 | | ||||||||
| Mary Cirillo3 | | — | | $325,000 | | $65,320 | | $390,320 | | Mary Cirillo4 | | $2,000 | | $325,000 | | $35,000 | | $362,000 | | ||||||||
| Michael P. Connors | | $187,500 | | $180,000 | | — | | $367,500 | | Michael P. Connors | | $183,250 | | $180,000 | | $10,000 | | $373,250 | | ||||||||
| John A. Edwardson4 | | — | | $305,000 | | $40,000 | | $345,000 | | John A. Edwardson3 | | $2,000 | | $114,375 | | $3,304 | | $119,679 | | ||||||||
| Robert M. Hernandez5 | | $43,750 | | $67,500 | | $106,445 | | $217,695 | | Robert J. Hugin5 | | $2,000 | | $305,000 | | $20,000 | | $327,000 | | ||||||||
| Robert J. Hugin4 | | — | | $190,625 | | $20,000 | | $210,625 | | Robert W. Scully6 | | $2,000 | | $340,000 | | $20,000 | | $362,000 | | ||||||||
| Kimberly A. Ross5 | | $31,250 | | $67,500 | | $8,500 | | $107,250 | | Eugene B. Shanks, Jr. | | $127,000 | | $180,000 | | — | | $307,000 | | ||||||||
| Robert W. Scully6 | | — | | $340,000 | | $40,000 | | $380,000 | | Theodore E. Shasta | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | ||||||||
| Eugene B. Shanks, Jr. | | $125,000 | | $180,000 | | $40,000 | | $345,000 | | David H. Sidwell | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | ||||||||
| Theodore E. Shasta | | $125,000 | | $180,000 | | $28,268 | | $333,268 | | Olivier Steimer | | $152,000 | | $180,000 | | $40,000 | | $372,000 | | ||||||||
| David H. Sidwell | | $125,000 | | $180,000 | | $20,000 | | $325,000 | | Luis Téllez | | $93,750 | | $112,500 | | — | | $206,250 | | ||||||||
| Olivier Steimer | | $148,750 | | $180,000 | | $50,979 | | $379,729 | | Frances F. Townsend | | $145,750 | | $180,000 | | — | | $325,750 | | ||||||||
| Frances F. Townsend | | $93,750 | | $112,500 | | $3,500 | | $209,750 | |
| Chubb Limited | | | |
| Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | ||||||
| Evan G. Greenberg3 4 10 11 | | 769,323 | | 819,566 | | 210,039 | | Evan G. Greenberg3 4 10 11 | | 758,775 | | 790,532 | | 222,055 | | ||||||
| Philip V. Bancroft4 10 11 | | 201,819 | | 109,668 | | 30,285 | | Peter C. Enns10 | | 3,000 | | — | | 28,418 | | ||||||
| John W. Keogh3 10 | | 171,285 | | 221,635 | | 82,928 | | Philip V. Bancroft4 10 11 15 | | 35,518 | | 119,954 | | 22,501 | | ||||||
| Paul J. Krump 10 11 12 | | 41,010 | | 33,822 | | 37,078 | | John W. Keogh3 10 | | 186,003 | | 224,670 | | 89,433 | | ||||||
| John J. Lupica3 10 | | 139,842 | | 174,005 | | 59,598 | | Paul J. Krump10 11 12 | | 20,464 | | — | | 38,750 | | ||||||
| Michael G. Atieh5 6 7 | | 18,951 | | — | | 1,721 | | John J. Lupica3 10 | | 152,196 | | 168,873 | | 69,795 | | ||||||
| Sheila P. Burke13 14 | | 3,954 | | — | | 1,721 | | Michael G. Atieh5 6 7 | | 16,579 | | — | | 1,083 | | ||||||
| James I. Cash13 14 | | 3,756 | | — | | 1,721 | | Kathy Bonanno | | — | | — | | — | | ||||||
| Mary Cirillo6 | | 23,740 | | — | | 3,107 | | Sheila P. Burke13 14 | | 5,244 | | — | | 1,083 | | ||||||
| Michael P. Connors | | 12,989 | | — | | 1,721 | | Mary Cirillo6 | | 26,070 | | — | | 1,956 | | ||||||
| John A. Edwardson | | 10,014 | | — | | 2,916 | | Michael P. Connors | | 14,279 | | — | | 1,083 | | ||||||
| Robert J. Hugin8 | | 10,335 | | — | | 2,916 | | Robert J. Hugin8 | | 13,251 | | — | | 1,836 | | ||||||
| Robert W. Scully9 | | 40,364 | | — | | 3,251 | | Robert W. Scully9 | | 42,802 | | — | | 2,047 | | ||||||
| Eugene B. Shanks, Jr. | | 10,079 | | — | | 1,721 | | Eugene B. Shanks, Jr. | | 11,369 | | — | | 1,083 | | ||||||
| Theodore E. Shasta | | 14,017 | | — | | 1,721 | | Theodore E. Shasta | | 14,556 | | — | | 1,083 | | ||||||
| David H. Sidwell | | 9,860 | | — | | 1,721 | | David H. Sidwell | | 11,150 | | — | | 1,083 | | ||||||
| Olivier Steimer6 | | 17,649 | | — | | 1,721 | | Olivier Steimer6 | | 19,251 | | — | | 1,083 | | ||||||
| Luis Téllez | | — | | — | | — | | Luis Téllez | | — | | — | | 1,083 | | ||||||
| Frances F. Townsend | | — | | — | | 1,721 | | Frances F. Townsend | | 1,290 | | — | | 1,083 | | ||||||
| All directors, director nominees and SEC executive officers as a group (23 individuals) | | 1,845,544 | | 1,643,453 | | 545,123 | | All directors and executive officers as a group (23 individuals) | | 1,658,656 | | 1,623,233 | | 588,157 | | ||||||
| |
| | | Chubb Limited | |
| Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | ||||
| The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 35,934,796 | | 7.96% | | The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 35,503,624 | | 8.24% | | ||||
| BlackRock, Inc.2 55 East 52nd Street New York, New York 10055 | | 29,455,172 | | 6.5% | | Wellington Management Group LLP2 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | 27,645,799 | | 6.42% | | ||||
| Wellington Management Group LLP3 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | 27,670,712 | | 6.13% | | BlackRock, Inc.3 55 East 52nd Street New York, New York 10055 | | 27,072,528 | | 6.3% | | ||||
| T. Rowe Price Associates, Inc. 4 100 E. Pratt Street Baltimore, Maryland 21202 | | 23,852,906 | | 5.2% | | T. Rowe Price Associates, Inc.4 100 E. Pratt Street Baltimore, Maryland 21202 | | 22,571,047 | | 5.2% | | ||||
| Capital International Investors5 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | | 23,360,900 | | 5.2% | | State Street Corporation5 State Street Financial Center 1 Lincoln Street Boston, Massachusetts | | 21,994,670 | | 5.11% | | ||||
| Capital International Investors6 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | | 21,774,217 | | 5.1% | |
| Chubb Limited | | | |
| | | Chubb Limited | |
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| | | Evan G. Greenberg Chairman and Chief Executive Officer | | |
| | | Chief Financial Officer | | |
| | | John W. Keogh President and Chief Operating Officer | | |
| | | Paul J. Krump Vice Chairman, Global Underwriting and Claims | | |
| | | John J. Lupica Vice Chairman; President, North America Insurance | | |
| | | Philip V. Bancroft Former Chief Financial Officer (retired July 1, 2021) | |
| Chubb Limited | | | |
| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across – Tangible book value per share growth – P&C combined ratio – Core operating return on equity – Core operating return on tangible equity – Core operating income • TSR modifier • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid CEO total pay • $ • Other NEO total pay • | |
| | | Chubb Limited | |
| Chubb Limited | | | |
| | | | Annual Cash Incentive | | | Long-Term/Equity Incentive | |
| CEO | | | | | | ||
| Other NEOs | | | | | |
| Financial Performance Peer Group | | | | Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Financial Services Group | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
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| | | Chubb Limited | |
| Successfully executed on significant strategic and operational goals and initiatives, including: | |
| Chubb Limited 2022 Proxy Statement | | | 81 | |
| 82 | | | Chubb Limited | |
| Tangible book value per share growth | | | | | Tangible book value per share performance | | |
| P&C combined ratio | | | | | P&C combined ratio performance was just below plan | | |
| Core operating return on equity (ROE) | | | 9.9% 13.6% (adjusted for private equity investments) | | | Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments. | |
| Core operating return on tangible equity (ROTE) | | | 15.3% 20.9% (adjusted for private equity investments) | | | Core operating ROTE was below plan but exceeded prior | |
| Core operating income | | | $ | | | Core operating income exceeded both plan and prior year. Core operating income growth was | |
| Total shareholder return | | | 27.9% 1-year 16.8% 3-year | | | Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were | |
| Chubb Limited 2022 Proxy Statement | | | 83 | |
| In determining the compensation direction of the Company and in setting the When The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
| 84 | | | Chubb Limited | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| | | Component | | | What We Reward | | | Target Opportunity Range | | | What It Achieves | |
Fixed compensation | | | Base salary | | | Annual base salary, which is closely tied to role and market. | | | Base salary is targeted at the median of our compensation peer group and industry peers. | | | Provides a competitive market-based level of fixed compensation. | |
Variable compensation | | | Cash bonus | | | Each NEO’s annual cash bonus is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. | | | The specific annual cash bonus opportunity based on performance for each NEO ranges from: • CEO: 0 to • Other NEOs: 0 to | | | Ties officer pay to annual Company and individual performance. | |
| Long-term incentive equity awards Stock options (time-based) Restricted stock(time-based) Performance shares • Target Awards • Premium Awards | | | The value of each NEO’s long-term incentive compensation award is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. The ultimate value realized from these awards is based on the Company’s stock price performance as well as, with respect to performance shares, relative tangible book value per share growth and P&C combined ratio performance over time. Premium Awards are also subject to a TSR modifier. | | | The value of the award is determined as a percentage of annual base salary. This varies among NEOs depending on position and performance. The value of the award may go up to | | | Ties the current year’s awards to future performance. The Compensation Committee determines a specific long-term incentive equity award for each NEO that is linked both to prior year performance and multi-year future performance. Stock options reward stock price appreciation. Restricted stock (time-based) aligns executive interests with those of shareholders and supports executive retention. Performance shares encourage superior growth in tangible book value per share and a strong P&C combined ratio relative to peers, as well as superior TSR. | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | 89 | |
| Type of Award | | | Vesting Period | |
| Performance Shares | | | Cliff vest at end of 3-year performance period | |
| Restricted Stock (time-based) | | | Evenly over a 4-year period from date of grant | |
| Stock Options | | | Evenly over a 3-year period from date of grant (10-year exercise period) | |
| | | Chubb Limited | |
| • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. | | | • Cigna Corp. | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| Chubb Limited | | | |
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. | | | • The Travelers Companies, Inc. • Zurich Financial Services Group | |
| | | Chubb Limited | |
| Chubb Limited | | | |
| | | | | Performance Measurement | | | Performance Result | | | | | | Target Award Shares Vested | | |
| | Target Award | | | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) Measured against Financial Performance Peer Group during the three-year performance period | | | Meets or exceeds 50th percentile | | | | | 100% | | | |
| Exceeds 25th percentile but does not meet or exceed 50th percentile | | | | | Target Award multiplied by a percentage determined by straight-line interpolation between 50% and 100% based on the percentile achieved between the 25th and 50th percentiles | | | ||||||||
| Less than or equal to 25th percentile | | | | | None (shares are forfeited) | | |
| | | | | Performance Measurement | | | Performance Result | | | TSR Result | | | | | | Premium Award Shares Vested | | |
| | Premium Award | | | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) TSR modifier if above performance exceeds 75th percentile Measured against Financial Performance Peer Group during the three-year performance period | | | Exceeds 75th percentile | | | Meets or exceeds 55th percentile | | | | | 100% | | | |
| Exceeds 75th percentile | | | Does not meet or exceed 55th percentile | | | | | 77% | | | ||||||||
| Meets or exceeds 50th percentile but does not exceed 75th percentile | | | N/A | | | | | Premium Award multiplied by a percentage determined by straight-line interpolation between 0% and 77% based on the percentile achieved between the 50th and 75th percentiles | | | ||||||||
| Does not meet or exceed 50th percentile | | | N/A | | | | | None (shares are forfeited) | | |
| Key Features of Performance Share Awards • 3-year cliff-vesting • No “second chance” look-back vesting • Two performance metrics: tangible book value per share growth (70% weighting) and P&C combined ratio (30% weighting) • TSR modifier for Premium Awards • Maximum payout opportunity of 165% of target | |
| | | Chubb Limited | |
| Chubb Limited | | | 95 | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited | | | 97 | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| Chief Financial Officer | | |||
| Corporate Units under his management: | | |||
| • Accounting & Financial Reporting | | | • Actuarial | |
| • Investment Management | | | • Tax | |
| • Treasury | | | | |
| Mr. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was • Long-term incentive equity award was | |
| John W. Keogh President and Chief Operating Officer | | |||
| Corporate Units under his management: | | |||
| • Overseas General P&C businesses | | | • Global Accident & Health | |
| • North American P&C businesses | | | • | |
| | | Chubb Limited 2022 Proxy Statement | |
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | |||
| Corporate Units under his management: | | |||
| • Global Claims | | | • Corporate Underwriting | |
| • Global Underwriting | | | • Risk Engineering Services | |
| Environmental Program and Sustainability Strategy | | | | |
| 2021 Performance Criteria Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was • Long-term incentive equity award was • | |
| John J. Lupica Vice Chairman; President, North America Insurance | | |||
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| • Commercial Insurance | | | • | |
| • Personal Risk Services | | | • Agribusiness | |
| • Westchester (excess and surplus) | | | • Chubb Bermuda | |
| • Rain & Hail | | | | |
| Mr. Lupica’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Lupica’s direct management, Compensation Committee Decisions • Base salary was • Annual cash bonus was increased • Long-term incentive equity award was • | |
| Chubb Limited 2022 Proxy Statement | | | |
| Name and Title/Business Unit | | Salary1 2 | | Cash Bonus | | Long-Term Incentive Equity Award | | Total Direct Compensation | | Name and Title/Business Unit | | Salary1 | | Cash Bonus | | Long-Term Incentive Equity Award | | Total Direct Compensation | | ||||||||
| Evan G. Greenberg Chairman and Chief Executive Officer | | $1,400,000 | | $5,700,000 | | $13,500,000 | | $20,600,000 | | Evan G. Greenberg2 Chairman and Chief Executive Officer | | $1,400,000 | | $7,500,000 | | $15,500,000 | | $24,400,000 | | ||||||||
| Philip V. Bancroft Chief Financial Officer | | $865,000 | | $1,342,400 | | $2,173,500 | | $4,380,900 | | Peter C. Enns3 Chief Financial Officer | | $649,846 | | $1,404,500 | | $2,400,000 | | $4,454,346 | | ||||||||
| John W. Keogh President and Chief Operating Officer | | $1,032,692 | | $2,460,400 | | $5,200,000 | | $8,693,092 | | Philip V. Bancroft Former Chief Financial Officer | | $870,000 | | $1,553,000 | | — | | $2,423,000 | | ||||||||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | $895,385 | | $1,567,500 | | $2,850,000 | | $5,312,885 | | John W. Keogh4 President and Chief Operating Officer | | $1,050,000 | | $2,980,100 | | $7,000,000 | | $11,030,100 | | ||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | $895,385 | | $2,219,700 | | $3,530,000 | | $6,645,085 | | Paul J. Krump5 Vice Chairman, Global Underwriting and Claims | | $900,000 | | $2,018,800 | | $3,100,000 | | $6,018,800 | | ||||||||
| John J. Lupica6 Vice Chairman; President, North America Insurance | | $900,000 | | $2,650,000 | | $5,000,000 | | $8,550,000 | |
| | | Chubb Limited 2022 Proxy Statement | |
| Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards1 | | Option Awards2 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | All Other Compensation4 | | Total | | Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards1 | | Option Awards2 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | All Other Compensation4 | | Total | | ||||||||||||||||
| Evan G. Greenberg Chairman and Chief Executive Officer | | | 2020 | | td,400,000 | | $5,700,000 | | td0,125,070 | | td,917,286 | | — | | td,185,811 | | td0,328,167 | | Evan G. Greenberg Chairman and Chief Executive Officer | | | 2021 | | td,400,000 | | $7,500,000 | | td0,125,007 | | td,996,944 | | — | | td,159,233 | | td3,181,184 | | ||||||||||||||
| 2019 | | td,400,000 | | $6,700,000 | | $9,225,174 | | td,881,925 | | — | | td,267,971 | | td0,475,070 | | | 2020 | | td,400,000 | | $5,700,000 | | td0,125,070 | | td,917,286 | | — | | td,185,811 | | td0,328,167 | | |||||||||||||||||||
| 2018 | | td,400,000 | | $6,100,000 | | $8,849,881 | | td,761,129 | | — | | td,246,474 | | td0,357,484 | | | 2019 | | td,400,000 | | $6,700,000 | | $9,225,174 | | td,881,925 | | — | | td,267,971 | | td0,475,070 | | |||||||||||||||||||
| Philip V. Bancroft Chief Financial Officer | | | 2020 | | $865,000 | | td,342,400 | | td,811,377 | | $342,996 | | — | | $650,342 | | $5,012,115 | | Peter C. Enns* Chief Financial Officer | | 2021 | | $649,846 | | td,404,500 | | $3,080,272 | | $513,532 | | — | | td95,544 | | $5,843,694 | | |||||||||||||||
| 2019 | | $843,500 | | td,461,000 | | td,751,412 | | $357,264 | | — | | $664,843 | | $5,078,019 | | Philip V. Bancroft* Former Chief Financial Officer | | | 2021 | | $870,000 | | td,553,000 | | td,630,267 | | $482,505 | | — | | $458,851 | | $4,994,623 | | |||||||||||||||||
| 2018 | | $818,000 | | td,363,300 | | td,687,511 | | $526,473 | | — | | $644,591 | | $5,039,875 | | | 2020 | | $865,000 | | td,342,400 | | td,811,377 | | $342,996 | | — | | $650,342 | | $5,012,115 | | |||||||||||||||||||
| John W. Keogh President and Chief Operating Officer | | | 2020 | | td,032,692 | | td,460,400 | | $3,900,158 | | $738,503 | | — | | $496,027 | | $8,627,780 | | | 2019 | | $843,500 | | td,461,000 | | td,751,412 | | $357,264 | | — | | $664,843 | | $5,078,019 | | ||||||||||||||||
| 2019 | | $975,000 | | td,802,000 | | $3,207,976 | | $654,389 | | — | | $465,666 | | $8,105,031 | | John W. Keogh President and Chief Operating Officer | | | 2021 | | td,050,000 | | td,980,100 | | $3,900,006 | | td,154,372 | | — | | $464,594 | | $9,549,072 | | |||||||||||||||||
| 2018 | | $963,462 | | td,505,000 | | $3,001,466 | | $936,436 | | — | | $452,934 | | $7,859,298 | | | 2020 | | td,032,692 | | td,460,400 | | $3,900,158 | | $738,503 | | — | | $496,027 | | $8,627,780 | | |||||||||||||||||||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | 2020 | | $895,385 | | td,567,500 | | td,137,566 | | $404,760 | | td,034,364 | | $399,314 | | $6,438,889 | | | 2019 | | $975,000 | | td,802,000 | | $3,207,976 | | $654,389 | | — | | $465,666 | | $8,105,031 | | ||||||||||||||||
| 2019 | | $876,538 | | td,900,000 | | td,282,995 | | $363,698 | | td,151,740 | | $63,146 | | $7,638,117 | | Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | 2021 | | $900,000 | | td,018,800 | | td,137,622 | | $632,684 | | td94,585 | | $352,544 | | $6,236,235 | | |||||||||||||||||
| 2018 | | $859,231 | | td,743,000 | | td,690,515 | | $527,410 | | td,310,110 | | $73,054 | | $6,203,320 | | | 2020 | | $895,385 | | td,567,500 | | td,137,566 | | $404,760 | | td,034,364 | | $399,314 | | $6,438,889 | | |||||||||||||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | | 2020 | | $895,385 | | td,219,700 | | td,647,640 | | $501,340 | | — | | $458,315 | | $6,722,380 | | | 2019 | | $876,538 | | td,900,000 | | td,282,995 | | $363,698 | | td,151,740 | | $63,146 | | $7,638,117 | | ||||||||||||||||
| 2019 | | $876,538 | | td,212,700 | | td,687,775 | | $497,272 | | — | | $417,140 | | $6,691,425 | | John J. Lupica Vice Chairman; President, North America Insurance | | | 2021 | | $900,000 | | td,650,000 | | $3,647,665 | | $783,668 | | — | | $469,214 | | $8,450,547 | | |||||||||||||||||
| 2018 | | $854,615 | | td,913,400 | | td,297,704 | | $716,874 | | — | | $425,751 | | $6,208,344 | | | 2020 | | $895,385 | | td,219,700 | | td,647,640 | | $501,340 | | — | | $458,315 | | $6,722,380 | | |||||||||||||||||||
| | 2019 | | $876,538 | | td,212,700 | | td,687,775 | | $497,272 | | — | | $417,140 | | $6,691,425 | |
| | 2020 | | 2019 | | 2018 | | | 2021 | | 2020 | | 2019 | | ||||||
Evan G. Greenberg | | $15,060,987 | | $13,722,473 | | $13,164,157 | | | $16,706,278 | | $15,060,987 | | $13,722,473 | | ||||||
Peter C. Enns | | $3,678,392 | | — | | — | | |||||||||||||
Philip V. Bancroft | | $2,517,795 | | $2,434,436 | | $2,345,633 | | | $2,424,948 | | $2,517,795 | | $2,434,436 | | ||||||
John W. Keogh | | $5,573,284 | | $4,584,200 | | $4,289,096 | | | $6,434,969 | | $5,573,284 | | $4,584,200 | | ||||||
Paul J. Krump | | $2,971,277 | | $3,303,447 | | $2,349,925 | | | $3,179,713 | | $2,971,277 | | $3,303,447 | | ||||||
John J. Lupica | | $3,680,247 | | $3,801,020 | | $3,193,751 | | | $5,368,649 | | $3,680,247 | | $3,801,020 | |
| Chubb Limited 2022 Proxy Statement | | | 103 | |
| | 2017 Grant Vested in 2020 | | 2016 Grant Vested in 2020 | | 2015 Grant Vested in 2019 | | 2014 Grant Vested in 2018 | | | 2018 Grant Vested in 2021 | | 2017 Grant Vested in 2020 | | 2016 Grant Vested in 2020 | | 2015 Grant Vested in 2019 | | ||||||||
Evan G. Greenberg | | $2,438,313 | | $9,167,600 | | $8,420,913 | | $8,910,270 | | | $5,008,746 | | $2,438,313 | | $9,167,600 | | $8,420,913 | | ||||||||
Peter C. Enns | | — | | — | | — | | — | | |||||||||||||||||
Philip V. Bancroft | | $413,324 | | $1,645,540 | | $1,022,835 | | $1,042,122 | | | $764,060 | | $413,324 | | $1,645,540 | | $1,022,835 | | ||||||||
John W. Keogh | | $791,141 | | $3,558,806 | | $2,458,648 | | $2,486,384 | | | $1,494,900 | | $791,141 | | $3,558,806 | | $2,458,648 | | ||||||||
Paul J. Krump | | $405,059 | | $866,745 | | — | | — | | | $765,555 | | $405,059 | | $866,745 | | — | | ||||||||
John J. Lupica | | $550,554 | | $2,396,991 | | $1,439,162 | | $1,419,926 | | | $1,040,284 | | $550,554 | | $2,396,991 | | $1,439,162 | | ||||||||
|
| Name | | Year | | Housing Allowance | | Private Jet Usage | | Misc. Other Benefits1 | | Retirement Plan Contribution | | Name | | Year | | Housing Allowance | | Private Jet Usage | | Misc. Other Benefits1 | | Retirement Plan Contribution | | ||||||||||
| Evan G. Greenberg | | | 2020 | | — | | td64,043 | | $49,768 | | $972,000 | | Evan G. Greenberg | | | 2021 | | — | | td69,494 | | $37,739 | | $852,000 | | ||||||||
| 2019 | | — | | $329,683 | | $38,288 | | $900,000 | | | 2020 | | — | | td64,043 | | $49,768 | | $972,000 | | |||||||||||||
| 2018 | | — | | $378,929 | | $39,545 | | $828,000 | | | 2019 | | — | | $329,683 | | $38,288 | | $900,000 | | |||||||||||||
| Philip V. Bancroft | | | 2020 | | td59,259 | | — | | td11,963 | | td79,120 | | Peter C. Enns | | 2021 | | td17,300 | | td66 | | td9,492 | | $58,486 | | |||||||||
| 2019 | | td64,000 | | — | | td36,027 | | td64,816 | | Philip V. Bancroft | | | 2021 | | $60,000 | | — | | td33,363 | | td65,488 | | |||||||||||
| 2018 | | td64,000 | | — | | td30,271 | | td50,320 | | | 2020 | | td59,259 | | — | | td11,963 | | td79,120 | | |||||||||||||
| John W. Keogh | | | 2020 | | — | | td30 | | $35,634 | | $460,163 | | | 2019 | | td64,000 | | — | | td36,027 | | td64,816 | | ||||||||||
| 2019 | | — | | — | | $48,066 | | $417,600 | | John W. Keogh | | | 2021 | | — | | $6,934 | | $36,412 | | $421,248 | | |||||||||||
| 2018 | | — | | — | | $49,318 | | $403,615 | | | 2020 | | — | | td30 | | $35,634 | | $460,163 | | |||||||||||||
| Paul J. Krump | | | 2020 | | — | | — | | $63,868 | | $335,446 | | | 2019 | | — | | — | | $48,066 | | $417,600 | | ||||||||||
| 2019 | | — | | — | | $51,946 | | td1,200 | | Paul J. Krump | | | 2021 | | — | | td3,912 | | $42,532 | | td96,100 | | |||||||||||
| 2018 | | — | | td4,369 | | $47,685 | | td1,000 | | | 2020 | | — | | — | | $63,868 | | $335,446 | | |||||||||||||
| John J. Lupica | | | 2020 | | — | | — | | $85,345 | | $372,970 | | | 2019 | | — | | — | | $51,946 | | td1,200 | | ||||||||||
| 2019 | | — | | $45 | | $82,303 | | $334,793 | | John J. Lupica | | | 2021 | | — | | — | | $94,850 | | $374,364 | | |||||||||||
| 2018 | | — | | td67 | | td07,030 | | $318,554 | | | 2020 | | — | | — | | $85,345 | | $372,970 | | |||||||||||||
| | 2019 | | — | | $45 | | $82,303 | | $334,793 | |
| 104 | | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Equity Incentive Plan Awards5 | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Stock and Option Awards5 | | ||||||||||||||||
| Name | | Grant Date1 | | Target | | Maximum | | Name | | Grant Date1 | | Target | | Maximum | | ||||||||||||||||||||||||||||||
| Evan G. Greenberg | | | February 25, 2021 | | 61,386 | | 101,287 | | — | | | | | | td0,125,007 | | Evan G. Greenberg | | | February 24, 2022 | | 58,409 | | 96,375 | | — | | | | | | td1,625,143 | | ||||||||||||
| February 25, 2021 | | | | | | | | 81,839 | | td64.94 | | td,996,944 | | | February 24, 2022 | | | | | | | | 77,874 | | td99.03 | | $3,022,290 | | |||||||||||||||||
| February 27, 2020 | | 50,588 | | 83,470 | | 16,863 | | | | | | td0,125,070 | | | February 25, 2021 | | 61,386 | | 101,287 | | — | | | | | | td0,125,007 | | |||||||||||||||||
| February 27, 2020 | | | | | | | | 89,929 | | td50.11 | | td,917,286 | | | February 25, 2021 | | | | | | | | 81,839 | | td64.94 | | td,996,944 | | |||||||||||||||||
| Philip V. Bancroft | | | February 25, 2021 | | 7,413 | | 12,231 | | 2,471 | | | | | | td,630,267 | | Peter C. Enns | | | February 24, 2022 | | 6,783 | | 11,192 | | 2,261 | | | | | | td,800,027 | | ||||||||||||
| February 25, 2021 | | | | | | | | 13,176 | | td64.94 | | $482,505 | | | February 24, 2022 | | | | | | | | 12,058 | | td99.03 | | $467,971 | | |||||||||||||||||
| February 27, 2020 | | 7,240 | | 11,946 | | 4,827 | | | | | | td,811,377 | | | April 1, 2021 | | 5,787 | | 9,549 | | 13,587 | | | | | | $3,080,272 | | |||||||||||||||||
| February 27, 2020 | | | | | | | | 16,088 | | td50.11 | | $342,996 | | | April 1, 2021 | | | | | | | | 15,095 | | td58.99 | | $513,532 | | |||||||||||||||||
| John W. Keogh | | | February 25, 2021 | | 23,645 | | 39,014 | | — | | | | | | $3,900,006 | | Philip V. Bancroft | | | February 25, 2021 | | 7,413 | | 12,231 | | 2,471 | | | | | | td,630,267 | | ||||||||||||
| February 25, 2021 | | | | | | | | 31,523 | | td64.94 | | td,154,372 | | | February 25, 2021 | | | | | | | | 13,176 | | td64.94 | | $482,505 | | |||||||||||||||||
| February 27, 2020 | | 17,148 | | 28,294 | | 8,834 | | | | | | $3,900,158 | | John W. Keogh | | | February 24, 2022 | | 26,378 | | 43,524 | | — | | | | | | $5,250,013 | | |||||||||||||||
| February 27, 2020 | | | | | | | | 34,639 | | td50.11 | | $738,503 | | | February 24, 2022 | | | | | | | | 35,169 | | td99.03 | | td,364,909 | | |||||||||||||||||
| Paul J. Krump | | | February 25, 2021 | | 9,720 | | 16,038 | | 3,240 | | | | | | td,137,622 | | | February 25, 2021 | | 23,645 | | 39,014 | | — | | | | | | $3,900,006 | | ||||||||||||||
| February 25, 2021 | | | | | | | | 17,277 | | td64.94 | | $632,684 | | | February 25, 2021 | | | | | | | | 31,523 | | td64.94 | | td,154,372 | | |||||||||||||||||
| February 27, 2020 | | 8,544 | | 14,098 | | 5,696 | | | | | | td,137,566 | | Paul J. Krump | | | February 24, 2022 | | 8,762 | | 14,457 | | 2,921 | | | | | | td,325,267 | | |||||||||||||||
| February 27, 2020 | | | | | | | | 18,985 | | td50.11 | | $404,760 | | | February 24, 2022 | | | | | | | | 15,575 | | td99.03 | | $604,466 | | |||||||||||||||||
| John J. Lupica | | | February 25, 2021 | | 16,052 | | 26,486 | | — | | | | | | td,647,617 | | | February 25, 2021 | | 9,720 | | 16,038 | | 3,240 | | | | | | td,137,622 | | ||||||||||||||
| February 25, 2021 | | | | | | | | 21,400 | | td64.94 | | $783,668 | | | February 25, 2021 | | | | | | | | 17,277 | | td64.94 | | $632,684 | | |||||||||||||||||
| February 27, 2020 | | 10,583 | | 17,462 | | 7,055 | | | | | | td,647,640 | | John J. Lupica | | | February 24, 2022 | | 18,842 | | 31,089 | | — | | | | | | $3,750,123 | | |||||||||||||||
| February 27, 2020 | | | | | | | | 23,515 | | td50.11 | | $501,340 | | | February 24, 2022 | | | | | | | | 25,121 | | td99.03 | | $974,946 | | |||||||||||||||||
| | July 1, 2021 | | | | | | 6,180 | | | | | | td,000,048 | | |||||||||||||||||||||||||||||||
| February 25, 2021 | | 16,052 | | 26,486 | | — | | | | | | td,647,617 | | ||||||||||||||||||||||||||||||||
| February 25, 2021 | | | | | | | | 21,400 | | td64.94 | | $783,668 | |
| | | Chubb Limited 2022 Proxy Statement | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | ||||||||||||||||
| Evan G. Greenberg | | | 116,905 | | — | | $73.35 | | 02/23/2022 | | | | | | | | | | Evan G. Greenberg | | | 143,459* | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | ||||||||||||||
| 143,459 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | | 98,181* | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | |||||||||||||||||||
| 98,181 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 102,787* | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||||
| 102,787 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 99,662* | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 99,662 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 84,892* | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 84,892 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 82,471* | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 54,981 | | 27,490 | | td43.07 | | 02/22/2028 | | | | | | | | | | | 61,232* | | 30,614* | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 30,616 | | 61,230 | | td33.90 | | 02/28/2029 | | | | | | | | | | | 29,977 | | 59,952 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| — | | 89,929 | | td50.11 | | 02/27/2030 | | 41,492 | | $6,386,449 | | 148,653 | | td2,880,670 | | | — | | 81,839 | | td64.94 | | 02/25/2031 | | 25,125 | | $4,856,914 | | 163,646 | | $31,634,408 | | |||||||||||||||||||
| Philip V. Bancroft | | | 1,596 | | — | | $62.64 | | 02/24/2021 | | | | | | | | | | Peter C. Enns | | — | | 15,095 | | td58.99 | | 04/01/2031 | | 13,587 | | td,626,503 | | 5,787 | | td,118,685 | | |||||||||||||||
| 1,363 | | — | | $73.35 | | 02/23/2022 | | | | | | | | | | Philip V. Bancroft | | | 16,192 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | |||||||||||||||||
| 1,171 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | | 17,857 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||||
| 17,225 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 19,637 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 18,728 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 17,986 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 20,481 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 15,725 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 17,986 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 11,625 | | 5,811 | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 10,484 | | 5,241 | | td43.07 | | 02/22/2028 | | | | | | | | | | | 5,364 | | 10,724 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 5,813 | | 11,623 | | td33.90 | | 02/28/2029 | | | | | | | | | | | — | | 13,176 | | td64.94 | | 02/25/2031 | | 9,885 | | td,910,869 | | 22,501 | | $4,349,668 | | |||||||||||||||||||
| — | | 16,088 | | td50.11 | | 02/27/2030 | | 12,459 | | td,917,689 | | 22,165 | | $3,411,637 | | John W. Keogh | | | 31,134 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | |||||||||||||||||
| John W. Keogh | | | 29,665 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | | 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | ||||||||||||||||
| 31,134 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 27,970 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 21,292 | | 10,645 | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 18,648 | | 9,322 | | td43.07 | | 02/22/2028 | | | | | | | | | | | 11,548 | | 23,091 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 10,646 | | 21,291 | | td33.90 | | 02/28/2029 | | | | | | | | | | | — | | 31,523 | | td64.94 | | 02/25/2031 | | 12,477 | | td,411,929 | | 56,605 | | td0,942,313 | | |||||||||||||||||||
| — | | 34,639 | | td50.11 | | 02/27/2030 | | 20,503 | | $3,155,822 | | 46,806 | | $7,204,380 | | Paul J. Krump | | | 1 | | 5,916 | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||
| Paul J. Krump | | | 5,157 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | — | | 12,656 | | td50.11 | | 02/27/2030 | | | | | | | | | | ||||||||||||||||
| 5,251 | | 5,251 | | td43.07 | | 02/22/2028 | | | | | | | | | | | — | | 17,277 | | td64.94 | | 02/25/2031 | | 11,355 | | td,195,035 | | 29,988 | | $5,796,980 | | |||||||||||||||||||
| 5,917 | | 11,833 | | td33.90 | | 02/28/2029 | | | | | | | | | | John J. Lupica | | | 18,053 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | |||||||||||||||||
| — | | 18,985 | | td50.11 | | 02/27/2030 | | 13,374 | | td,058,526 | | 27,358 | | $4,210,943 | | | 23,469 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | |||||||||||||||||||
| John J. Lupica | | | 4,337 | | — | | $63.42 | | 08/11/2021 | | | | | | | | | | | 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | ||||||||||||||||
| 11,503 | | — | | $73.35 | | 02/23/2022 | | | | | | | | | | | 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 18,053 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | | 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 23,469 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 21,412 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 16,180 | | 8,089 | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 7,839 | | 15,676 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | — | | 21,400 | | td64.94 | | 02/25/2031 | | 16,716 | | $3,231,370 | | 39,426 | | $7,621,440 | | |||||||||||||||||||
| 14,276 | | 7,136 | | td43.07 | | 02/22/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 8,091 | | 16,178 | | td33.90 | | 02/28/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| — | | 23,515 | | td50.11 | | 02/27/2030 | | 17,523 | | td,697,140 | | 33,010 | | $5,080,899 | |
| Chubb Limited 2022 Proxy Statement | | | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| Evan G. Greenberg | | | 2/22/2021 | | 27,490 | | 3,866 | | 46,393 | | Evan G. Greenberg | | | 2/22/2022 | | — | | 3,866 | | — | | ||||||
| 2/23/2021 | | — | | 3,979 | | — | | | 2/25/2022 | | 27,280 | | — | | — | | |||||||||||
| 2/27/2021 | | 29,977 | | 4,216 | | — | | | 2/27/2022 | | 29,977 | | 4,216 | | — | | |||||||||||
| 2/28/2021 | | 30,616 | | 4,306 | | — | | | 2/28/2022 | | 30,614* | | 4,306 | | 51,672 | | |||||||||||
| 2/22/2022 | | — | | 3,866 | | — | | | 2/25/2023 | | 27,280 | | — | | — | | |||||||||||
| 2/27/2022 | | 29,977 | | 4,216 | | — | | | 2/27/2023 | | 29,975 | | 4,216 | | 50,588 | | |||||||||||
| 2/28/2022 | | 30,614 | | 4,306 | | 51,672 | | | 2/28/2023 | | — | | 4,306 | | — | | |||||||||||
| 2/27/2023 | | 29,975 | | 4,216 | | 50,588 | | | 2/25/2024 | | 27,279 | | — | | 61,386 | | |||||||||||
| 2/28/2023 | | — | | 4,306 | | — | | | 2/27/2024 | | — | | 4,215 | | — | | |||||||||||
| 2/27/2024 | | — | | 4,215 | | — | | Peter C. Enns | | | 4/01/2022 | | 5,032 | | 3,398 | | — | | |||||||||
| Philip V. Bancroft | | | 2/22/2021 | | 5,241 | | 1,180 | | 7,077 | | | 4/01/2023 | | 5,032 | | 3,397 | | — | | ||||||||
| 2/23/2021 | | — | | 1,350 | | — | | | 4/01/2024 | | 5,031 | | 3,396 | | 5,787 | | |||||||||||
| 2/27/2021 | | 5,364 | | 1,207 | | — | | | 4/01/2025 | | — | | 3,396 | | — | | |||||||||||
| 2/28/2021 | | 5,812 | | 1,308 | | — | | Philip V. Bancroft | | | 2/22/2022 | | — | | 1,178 | | — | | |||||||||
| 2/22/2022 | | — | | 1,178 | | — | | | 2/25/2022 | | 4,394 | | 618 | | — | | |||||||||||
| 2/27/2022 | | 5,363 | | 1,207 | | — | | | 2/27/2022 | | 5,363 | | 1,207 | | — | | |||||||||||
| 2/28/2022 | | 5,811 | | 1,308 | | 7,848 | | | 2/28/2022 | | 5,811 | | 1,308 | | 7,848 | | |||||||||||
| 2/27/2023 | | 5,361 | | 1,207 | | 7,240 | | | 2/25/2023 | | 4,391 | | 618 | | — | | |||||||||||
| 2/28/2023 | | — | | 1,308 | | — | | | 2/27/2023 | | 5,361 | | 1,207 | | 7,240 | | |||||||||||
| 2/27/2024 | | — | | 1,206 | | — | | | 2/28/2023 | | — | | 1,308 | | — | | |||||||||||
| John W. Keogh | | | 2/22/2021 | | 9,322 | | 1,783 | | 13,846 | | | 2/25/2024 | | 4,391 | | 618 | | 7,413 | | ||||||||
| 2/23/2021 | | — | | 1,996 | | — | | | 2/27/2024 | | — | | 1,206 | | — | | |||||||||||
| 2/27/2021 | | 11,548 | | 2,210 | | — | | | 2/25/2025 | | — | | 617 | | — | | |||||||||||
| 2/28/2021 | | 10,646 | | 2,037 | | — | | John W. Keogh | | | 2/22/2022 | | — | | 1,782 | | — | | |||||||||
| 2/22/2022 | | — | | 1,782 | | — | | | 2/25/2022 | | 10,509 | | — | | — | | |||||||||||
| 2/27/2022 | | 11,546 | | 2,209 | | — | | | 2/27/2022 | | 11,546 | | 2,209 | | — | | |||||||||||
| 2/28/2022 | | 10,645 | | 2,036 | | 15,812 | | | 2/28/2022 | | 10,645 | | 2,036 | | 15,812 | | |||||||||||
| 2/27/2023 | | 11,545 | | 2,208 | | 17,148 | | | 2/25/2023 | | 10,507 | | — | | — | | |||||||||||
| 2/28/2023 | | — | | 2,035 | | — | | | 2/27/2023 | | 11,545 | | 2,208 | | 17,148 | | |||||||||||
| 2/27/2024 | | — | | 2,207 | | — | | | 2/28/2023 | | — | | 2,035 | | — | | |||||||||||
| Paul J. Krump | | | 2/22/2021 | | 5,251 | | 1,181 | | 7,090 | | | 2/25/2024 | | 10,507 | | — | | 23,645 | | ||||||||
| 2/23/2021 | | — | | 1,322 | | — | | | 2/27/2024 | | — | | 2,207 | | — | | |||||||||||
| 2/27/2021 | | 6,329 | | 1,424 | | — | | Paul J. Krump | | | 2/22/2022 | | — | | 1,181 | | — | | |||||||||
| 2/28/2021 | | 5,917 | | 1,332 | | — | | | 2/25/2022 | | 5,760 | | 810 | | — | | |||||||||||
| 2/22/2022 | | — | | 1,181 | | — | | | 2/27/2022 | | 6,328 | | 1,424 | | — | | |||||||||||
| 2/27/2022 | | 6,328 | | 1,424 | | — | | | 2/28/2022 | | 5,916 | | 1,331 | | 11,724 | | |||||||||||
| 2/28/2022 | | 5,916 | | 1,331 | | 11,724 | | | 2/25/2023 | | 5,759 | | 810 | | — | | |||||||||||
| 2/27/2023 | | 6,328 | | 1,424 | | 8,544 | | | 2/27/2023 | | 6,328 | | 1,424 | | 8,544 | | |||||||||||
| 2/28/2023 | | — | | 1,331 | | — | | | 2/28/2023 | | — | | 1,331 | | — | | |||||||||||
| 2/27/2024 | | — | | 1,424 | | — | | | 2/25/2024 | | 5,758 | | 810 | | 9,720 | | |||||||||||
| | 2/27/2024 | | — | | 1,424 | | — | | |||||||||||||||||||
| 2/25/2025 | | — | | 810 | | — | |
| 108 | | | Chubb Limited | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| John J. Lupica | | | 2/22/2021 | | 7,136 | | 1,605 | | 9,636 | | John J. Lupica | | | 2/22/2022 | | — | | 1,605 | | — | | ||||||
| 2/23/2021 | | — | | 1,797 | | — | | | 2/25/2022 | | 7,134 | | — | | — | | |||||||||||
| 2/27/2021 | | 7,839 | | 1,764 | | — | | | 2/27/2022 | | 7,838 | | 1,764 | | — | | |||||||||||
| 2/28/2021 | | 8,089 | | 1,821 | | — | | | 2/28/2022 | | 8,089 | | 1,820 | | 12,791 | | |||||||||||
| 2/22/2022 | | — | | 1,605 | | — | | | 7/01/2022 | | — | | 1,546 | | — | | |||||||||||
| 2/27/2022 | | 7,838 | | 1,764 | | — | | | 2/25/2023 | | 7,134 | | — | | — | | |||||||||||
| 2/28/2022 | | 8,089 | | 1,820 | | 12,791 | | | 2/27/2023 | | 7,838 | | 1,764 | | 10,583 | | |||||||||||
| 2/27/2023 | | 7,838 | | 1,764 | | 10,583 | | | 2/28/2023 | | — | | 1,820 | | — | | |||||||||||
| 2/28/2023 | | — | | 1,820 | | — | | | 7/01/2023 | | — | | 1,545 | | — | | |||||||||||
| 2/27/2024 | | — | | 1,763 | | — | | | 2/25/2024 | | 7,132 | | — | | 16,052 | | |||||||||||
| | 2/27/2024 | | — | | 1,763 | | — | | |||||||||||||||||||
| 7/01/2024 | | — | | 1,545 | | — | | ||||||||||||||||||||
| 7/01/2025 | | — | | 1,544 | | — | |
| | | Option Awards | | | Stock Awards | | | | Option Awards | | Stock Awards | | |||||||||||||||
| Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | ||||||||
| Evan G. Greenberg | | 134,100 | | $11,562,308 | | 226,124 | | $23,998,584 | | Evan G. Greenberg | | 116,9054 | | $13,182,1344 | | 92,915 | | $15,423,239 | | ||||||||
| Philip V. Bancroft | | 1,985 | | $226,032 | | 38,060 | | $4,201,535 | | Peter C. Enns | | — | | — | | — | | — | | ||||||||
| John W. Keogh | | 23,432 | | $1,867,286 | | 88,172 | | $9,438,894 | | Philip V. Bancroft | | 6,878 | | $681,258 | | 16,722 | | $2,775,152 | | ||||||||
| Paul J. Krump | | 719 | | $6,140 | | 26,355 | | $2,900,824 | | John W. Keogh | | 29,665 | | $2,842,662 | | 30,872 | | $5,122,566 | | ||||||||
| John J. Lupica | | 7,640 | | $552,353 | | 53,260 | | $5,860,190 | | Paul J. Krump | | 33,821 | | $1,065,545 | | 16,958 | | $2,813,431 | | ||||||||
| John J. Lupica | | 15,840 | | $1,704,073 | | 22,886 | | $3,797,456 | |
| Chubb Limited 2022 Proxy Statement | | | |
| Name | | Plan Name | | Number of Years Credited Service | | Present Value of Accumulated Benefit1 2 | | Payments During Last Fiscal Year | | Name | | Plan Name | | Number of Years Credited Service | | Present Value of Accumulated Benefit1 2 | | Payments During Last Fiscal Year | | ||||||||
| Paul J. Krump | | | Chubb Corp. Pension Plan | | 37 | | td,721,815 | | — | | Paul J. Krump | | | Chubb Corp. Pension Plan | | 37 | | td,654,500 | | — | | ||||||
| Chubb Corp. Pension Excess Benefit Plan | | 37 | | td8,018,474 | | — | | | Chubb Corp. Pension Excess Benefit Plan | | 37 | | td8,280,374 | | — | |
Name | | | Plan Name | | | Lump Sum Amount | |
Paul J. Krump | | | Chubb Corp. Pension Excess Benefit Plan | | | $ | |
| 110 | | | Chubb Limited 2022 Proxy Statement | |
| | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY2 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE3 | | | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY2 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE3 | | ||||||||||
| Evan G. Greenberg | | $790,500 | | $943,200 | | $(610,761) | | $(7,772,428) | | $10,392,170 | | Evan G. Greenberg | | $690,500 | | $822,900 | | $1,314 | | — | | $11,906,884 | | ||||||||||
| Philip V. Bancroft | | $213,100 | | $250,320 | | $2,527,916 | | — | | $8,791,693 | | Peter C. Enns | | $41,423 | | $32,386 | | $427 | | — | | $74,236 | | ||||||||||
| John W. Keogh | | $363,969 | | $425,963 | | $2,196,404 | | — | | $12,175,640 | | Philip V. Bancroft | | $201,740 | | $236,388 | | $666,313 | | — | | $9,896,134 | | ||||||||||
| Paul J. Krump4 | | $260,039 | | $301,246 | | $265,543 | | — | | $5,295,205 | | John W. Keogh | | $331,540 | | $386,448 | | $688,877 | | — | | $13,582,505 | | ||||||||||
| John J. Lupica | | $291,309 | | $338,770 | | $3,694,812 | | — | | $18,136,149 | | Paul J. Krump4 | | $227,250 | | $261,300 | | $887,285 | | — | | $6,671,040 | | ||||||||||
| John J. Lupica | | $292,470 | | $339,564 | | $2,454,142 | | — | | $21,222,325 | |
Name | | CCAP Excess Benefit Plan Earnings | | Deferred Compensation Earnings | | Appreciation and Dividends on Deferred RSUs | | ESOP Excess Benefit Plan Earnings | | Total | | | CCAP Excess Benefit Plan Earnings | | Deferred Compensation Earnings | | Appreciation and Dividends on Deferred RSUs | | ESOP Excess Benefit Plan Earnings | | Total | | ||||||||||
Paul J. Krump | | $2,975 | | $211,617 | | $31,032 | | $19,919 | | $265,543 | | | $105 | | $167,270 | | $698,867 | | $21,043 | | $887,285 | |
| Chubb Limited 2022 Proxy Statement | | | 111 | |
| | | Chubb Limited 2022 Proxy Statement | |
| Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | ||||||||
| Evan G. Greenberg | | | | | | | | | | Evan G. Greenberg | | | | | | | | | | ||||||||
| Separation without cause | | $15,133,333 | | $21,301 | | — | | $21,272,650 | | Separation without cause | | $16,066,667 | | $22,626 | | — | | $29,766,564 | | ||||||||
| Change in control | | — | | — | | — | | $31,133,840 | | Change in control | | — | | — | | — | | $43,221,799 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $31,133,840 | | Death or disability | | — | | — | | — | | $43,221,799 | | ||||||||
| Philip V. Bancroft | | | | | | | | | | Peter C. Enns | | | | | | | | | | ||||||||
| Separation without cause | | $4,517,800 | | $83,700 | | — | | $3,972,636 | | Separation without cause | | $4,569,000 | | $34,368 | | — | | $1,658,937 | | ||||||||
| Change in control | | — | | — | | — | | $5,680,179 | | Change in control | | — | | — | | — | | $4,263,248 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $5,680,179 | | Death or disability | | — | | — | | — | | $4,263,248 | | ||||||||
| John W. Keogh | | | | | | | | | | Philip V. Bancroft | | | | | | | | | | ||||||||
| Separation without cause | | $7,278,267 | | $30,075 | | — | | $7,343,375 | | Separation without cause | | $4,644,267 | | $58,861 | | — | | $5,413,400 | | ||||||||
| Change in control | | — | | — | | — | | $11,019,566 | | Change in control | | — | | — | | — | | $7,442,848 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $11,019,566 | | Death or disability | | — | | — | | — | | $7,442,848 | | ||||||||
| Paul J. Krump | | | | | | | | | | John W. Keogh | | | | | | | | | | ||||||||
| Separation without cause | | — | | — | | — | | — | | Separation without cause | | $7,595,000 | | $34,782 | | — | | $10,582,966 | | ||||||||
| Change in control | | — | | — | | — | | $6,635,372 | | Change in control | | — | | — | | — | | $15,878,500 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $6,635,372 | | Death or disability | | — | | — | | — | | $15,878,500 | | ||||||||
| John J. Lupica | | | | | | | | | | Paul J. Krump | | | | | | | | | | ||||||||
| Separation without cause | | $6,030,533 | | $32,389 | | — | | $5,787,133 | | Separation without cause | | — | | — | | — | | — | | ||||||||
| Change in control | | — | | — | | — | | $8,268,940 | | Change in control | | — | | — | | — | | $9,380,372 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $8,268,940 | | Death or disability | | — | | — | | — | | $9,380,372 | | ||||||||
| John J. Lupica | | | | | | | | | | ||||||||||||||||||
| Separation without cause | | $6,521,600 | | $34,613 | | — | | $8,374,412 | | ||||||||||||||||||
| Change in control | | — | | — | | — | | $12,617,699 | | ||||||||||||||||||
| Separation for cause | | — | | — | | — | | — | | ||||||||||||||||||
| Retirement | | — | | — | | — | | — | | ||||||||||||||||||
| Death or disability | | — | | — | | — | | $12,617,699 | |
| Chubb Limited | | | 113 | |
| The Chubb US Supplemental Employee Retirement Plan This is a non-qualified retirement plan for a select group of employees who are generally higher paid. Beginning in 2009, Bermuda-based employees who are also employed by a United States employer participate in the Plan. | | | • Contributions to this plan are made where Internal Revenue Code provisions limit the contributions of these employees under the Chubb US 401(k) Plan. • Contributions credited to this supplemental plan mirror the employee contributions and employer matching contributions that would have been made under the Chubb US 401(k) Plan and the non-discretionary 6% • Vesting: Upon completion of two years of service, a participant vests in the employer contributions under this supplemental plan. • Distributions: After termination of employment, regardless of age or reason for termination. Distributions are generally made, or commence, if elected to be paid over more than one year, in • Chubb credits employer contributions once each year for participants employed on December 31. | |
| 114 | | | Chubb Limited | |
| The Chubb US Deferred Compensation Plan This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | | | • The plan also credits employer contributions that would have been made or credited to the Chubb US 401(k) Plan or the Chubb US Supplemental Retirement Plan if the employee had received the compensation rather than electing to defer it, subject to the same vesting period as those plans. • Participants generally elect the time and form of payment at the same time that they elect to defer compensation. Participants may elect: – to receive distributions at a specified date or at termination of employment; – to receive distributions in the form of a lump sum or periodic payments; – a different distribution date and form of payment each time they elect to defer compensation. The new date and payment form will apply to the compensation that is the subject of the new deferral election. • For plan amounts subject to Internal Revenue Code Section 409A, the plan imposes additional requirements on the time and form of payments. • Chubb credits employer contributions once each year for participants employed on December 31. | |
| The Pension Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This plan is a supplemental, nonqualified, unfunded plan similar to the Chubb Corp. Pension Plan but recognizes compensation above IRS compensation limits. Plan accruals froze effective December 31, 2019, when the Chubb Corp. Pension Plan benefits froze. | | | • The plan’s benefits are calculated in the same fashion as the Chubb Corp. Pension Plan benefits in excess of IRS limits. • The plan benefits are generally paid in a lump sum using an interest rate of 5%. • Additional distribution options are permitted for benefits accrued prior to 2005. | |
| The Defined Contribution Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. Amounts credited for service in 2016 and later are paid in cash (not deferred). | | | • The plan provides a 4% contribution above the IRS qualified plan limits. • Prior to the Chubb Corp. acquisition, participants could choose to defer these amounts or receive them in cash. • In 2004, The Chubb Corporation Employee Stock Ownership Excess Benefit Plan was merged with the plan. • Earnings on The Chubb Corporation Employee Stock Ownership Plan shares are based on the change in Common Shares and dividends paid. • Effective September 3, 2019, the plan was merged with the Chubb US Supplemental Employee Retirement Plan. This merger keeps all terms of the plan intact but allows participants to change their notional investments to choices offered under the Chubb US Supplemental Employee Retirement Plan. | |
| The Chubb Corporation Key Employee Deferred Compensation Plan (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | | | • The plan permitted deferrals of salary, bonus and stock awards. • Our acquisition of Chubb Corp. was a distributable event (where chosen) and Mr. Krump received a distribution from the plan. • The plan contains an older plan, The Chubb Corporation Executive Deferred Compensation Plan, which is not subject to Internal Revenue Code Section 409A. Mr. Krump has deferrals under both pre-409A and 409A plans. | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| 120 | | | Chubb Limited | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
| | | Chubb Limited 2022 Proxy Statement | |
| Chubb Limited 2022 Proxy Statement | | | |
(in millions of U.S. dollars, except share and per share data) | | Full Year 2020 | | Full Year 2019 | | % Change | | | Full Year 2021 | | Full Year 2020 | | % Change | | ||||||
Net income, as reported | | $3,533 | | $4,454 | | (20.7)% | | | $8,539 | | $3,533 | | 141.7% | | ||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax | | (95) | | (140) | | | | | (64) | | (95) | | | | ||||||
Tax benefit on amortization adjustment | | 17 | | 26 | | | | | 11 | | 17 | | | | ||||||
Chubb integration expenses, pre-tax | | — | | (23) | | | | |||||||||||||
Tax benefit on Chubb integration expenses | | — | | 4 | | | | |||||||||||||
Adjusted realized gains (losses), pre-tax1 | | (499) | | (522) | | | | | 1,160 | | (499) | | | | ||||||
Net realized gains (losses) related to unconsolidated entities, pre-tax2 | | 821 | | 483 | | | | | 2,134 | | 821 | | | | ||||||
Tax (expense) benefit on adjusted net realized gains (losses) | | | (24) | | (15) | | | | | |||||||||||
Tax expense on adjusted net realized gains (losses) | | | (271) | | (24) | | | | | |||||||||||
Core operating income | | | $3,313 | | $4,641 | | | (28.6)% | | | | $5,569 | | $3,313 | | | 68.1% | | ||
Denominator | | | 453,441,512 | | 458,914,663 | | | | | | | 443,197,278 | | 453,441,512 | | | | | ||
Diluted earnings per share | | | | | | | | | | | | | | | ||||||
Net income | | $7.79 | | $9.71 | | (19.8)% | | | $19.27 | | $7.79 | | 147.4% | | ||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, net of tax | | (0.17) | | (0.25) | | | | | (0.12) | | (0.17) | | | | ||||||
Chubb integration expenses, net of tax | | — | | (0.04) | | | | |||||||||||||
Adjusted net realized gains (losses), net of tax | | | 0.65 | | (0.11) | | | | | | | 6.83 | | 0.65 | | | | | ||
Core operating income | | $7.31 | | $10.11 | | (27.7)% | | | $12.56 | | $7.31 | | 71.8% | | |
| | | Chubb Limited 2022 Proxy Statement | |
(in millions of U.S. dollars, except ratios) | | Full Year 2020 | | Full Year 2019 | | | Full Year 2021 | | Full Year 2020 | | ||||
Net income | | $3,533 | | $4,454 | | | $8,539 | | $3,533 | | ||||
Core operating income | | $3,313 | | $4,641 | | | $5,569 | | $3,313 | | ||||
Equity-beginning of period, as reported1 | | $55,259 | | $50,300 | | |||||||||
Equity-beginning of period, as reported | | $59,441 | | $55,259 | | |||||||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | 2,543 | | (545) | | | | 4,673 | | 2,543 | | ||
Equity-beginning of period, as adjusted | | | $52,716 | | $50,845 | | | | $54,768 | | $52,716 | | ||
Less: goodwill and other intangible assets, net of tax | | | 19,916 | | 20,012 | | ||||||||
Equity — beginning of period, as adjusted, excluding goodwill and other intangible assets | | | $34,852 | | $32,704 | | ||||||||
Equity-end of period, as reported | | $59,441 | | $55,331 | | | $59,714 | | $59,441 | | ||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | 4,673 | | 2,543 | | | 2,256 | | 4,673 | | |||
Equity-end of period, as adjusted | | | $54,768 | | $52,788 | | | | $57,458 | | $54,768 | | ||
Less: goodwill and other intangible assets, net of tax | | | 19,456 | | 19,916 | | ||||||||
Equity — end of period, as adjusted, excluding goodwill and other intangible assets | | | $38,002 | | $34,852 | | ||||||||
Weighted average equity, as reported | | $57,350 | | $52,816 | | | $59,578 | | $57,350 | | ||||
Weighted average equity, as adjusted | | $53,742 | | $51,817 | | | $56,113 | | $53,742 | | ||||
Weighted average equity, as adjusted, excluding goodwill and other intangible assets | | $36,427 | | $33,778 | | |||||||||
ROE | | 6.2% | | 8.4% | | | 14.3% | | 6.2% | | ||||
Core operating ROTE | | 15.3% | | 9.8% | | |||||||||
Core operating ROE | | 6.2% | | 9.0% | | | 9.9% | | 6.2% | | ||||
Private equities realized gains (losses), after-tax1 | | $2,053 | | | | |||||||||
Impact of Private equities if included in Core operating ROE — Favorable 1 | | 3.7 pts | | | | |||||||||
Impact of Private equities if included in Core operating ROTE — Favorable 1 | | 5.6 pts | | | | |
| Chubb Limited 2022 Proxy Statement | | | 129 | |
| | Full Year 2020 | | Full Year 2019 | | | Full Year 2021 | | Full Year 2020 | | ||||
Combined ratio | | 96.1% | | 90.6% | | | 89.1% | | 96.1% | | ||||
Add: impact of gains and losses on crop derivatives | | | 0.0% | | 0.0% | | | | 0.0% | | 0.0% | | ||
P&C combined ratio | | 96.1% | | 90.6% | | | 89.1% | | 96.1% | | ||||
Less: Catastrophe losses | | 10.6% | | 4.1% | | | 7.1% | | 10.6% | | ||||
Less: Prior period development | | | (1.2)% | | (2.7)% | | | | (2.8)% | | (1.2)% | | ||
CAY P&C combined ratio excluding CATs | | 86.7% | | 89.2% | | | 84.8% | | 86.7% | |
(in millions of U.S. dollars) | | | Full Year 2021 | | | Full Year 2020 | |
Net investment income | | | $3,456 | | | $3,375 | |
Less: Amortization expense of fair value adjustment on acquired invested assets | | | (84) | | | (116) | |
Add: Other income from private equity partnerships | | | 179 | | | 115 | |
Adjusted net investment income | | | $3,719 | | | $3,606 | |
|
(in millions of U.S. dollars, except share and per share data) | | December 31, 2020 | | December 31, 2019 | | % Change | | | December 31, 2021 | | December 31, 2020 | | % Change | | ||||||
Shareholders’ equity | | $59,441 | | $55,331 | | | | | $59,714 | | $59,441 | | | | ||||||
Less: goodwill and other intangible assets, net of tax | | | 19,916 | | 20,012 | | | | | | | 19,456 | | 19,916 | | | | | ||
Numerator for tangible book value per share | | | $39,525 | | $35,319 | | | | | | | $40,258 | | $39,525 | | | | | ||
Denominator: shares outstanding | | 450,732,625 | | 451,971,567 | | | | | 426,572,612 | | 450,732,625 | | | | ||||||
Book value per common share | | $131.88 | | $122.42 | | 7.7% | | | $139.99 | | $131.88 | | 6.1% | | ||||||
Tangible book value per common share | | $87.69 | | $78.14 | | 12.2% | | | $94.38 | | $87.69 | | 7.6% | | ||||||
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| | Chubb Limited | |