UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
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[   ]Definitive Additional Materials

The Hartford Financial Services Group, Inc.
hartfordlogocolor.jpg
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4)Proposed maximum aggregate value of transaction:NOTICE OF 2023 ANNUAL MEETING
OF SHAREHOLDERS

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The Hartford Financial Services Group, Inc.

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

Date and Time
Wednesday, May 17, 2023
12:30 p.m. EDT
Access*
www.virtualshareholdermeeting.com/HIG2023
Record Date
You may vote if you were a shareholder of record at the close of business on March 20, 2023.
Voting Items
Shareholders will vote on the following items of business:

Date and Time

Wednesday, May 18, 2016
12:30 p.m. EDT

Location

Wallace Stevens Theater at
The Hartford Financial Services Group, Inc.’s Home Office

On behalf of the Board of Directors, I am pleased to invite you to attend the Annual Meeting of Shareholders of The Hartford Financial Services Group, Inc. to be held in the Wallace Stevens Theater at our Home Office, One Hartford Plaza, Hartford, CT 06155 at 12:30 p.m. EDT.

Voting Items

Shareholders will vote on the following items of business:

VOTING

1.

by_internet.jpg

To electBy internet

www.proxyvote.com
by_phone.jpg
By toll-free telephone
1-800-690-6903
by_mail.jpg
By mail
Follow the instructions on your proxy card
Board
Recommendation
Page
in_person.jpg
At the Annual Meeting
Follow the instructions on the virtual meeting site
1. Elect a Board of Directors for the coming year;

FOR
12

2.

To ratifyRatify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;

2023;
FOR
35
IMPORTANT INFORMATION IF YOU PLAN TOATTEND THE ANNUAL MEETING:
You are entitled to participate (i.e., submit questions and/or vote) in the Annual Meeting if you were a shareholder of record at the close of business on March 20, 2023, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee.
To participate, you will need the 16-digit control number provided on your proxy card, voting instruction form or notice. Shareholders may also vote or submit questions in advance of the meeting at www.proxyvote.com using their 16-digit control number.
If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.
If you have difficulty accessing the Annual Meeting, please call the number on the registration page of the virtual meeting site. Technicians will be available to assist you.

3.

To considerConsider and approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement;

FOR
37

4.

To select, Vote on shareholder proposal that the Company’s Board adopt and disclose a non-binding, advisory basis, the preferred frequencypolicy for the advisory vote on named executive officer compensation;time bound phase out of underwriting risks associated with new fossil fuel exploration and

development projects; and
AGAINST
72

5.

To act Act upon any other business that may properly come before the Annual Meeting or any adjournment thereof.

Record Date

You may vote if you were a shareholder of record at the close of business on March 21, 2016. The Hartford’s proxy materials are available via the Internet, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.

We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting through other means. For instructions on voting, please refer to page 75 under “How do I vote my shares?”

We urge you to review the proxy statement carefully and exercise your right to vote.

Dated: April 7, 2016

By order of the Board of Directors,

 

Donald C. Hunt

Vice President and Corporate Secretary

VOTING

The Hartford’s proxy materials are available via the internet at

http://ir.thehartford.com** and www.proxyvote.com, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.

We hope that you will participate in the Annual Meeting, either by attending and voting in personat the virtual meeting or by voting through other means.

For instructions on voting, please refer to page 78 under “How do I vote my shares?”
We urge you to review the proxy statement carefully and exercise your right to vote.
Dated: April 6, 2023
By order of the Board of Directors

Capture.jpg





Donald C. Hunt
Senior Vice President and Corporate Secretary
* In order to support the health and well-being of our shareholders, employees, partners and communities, and to provide a convenient opportunity for shareholders to participate from wherever they are located, the Annual Meeting will be held in a virtual meeting format via audio webcast only, and not at a physical location.
**References in this proxy statement to our website address are provided only as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this proxy statement.
2023 Proxy Statement1

By internet

LETTER FROM OUR CHAIRMAN & CEO AND LEAD DIRECTOR

www.proxyvote.com



By toll-free telephone
1-800-690-6903

By mail
Follow instructions on your proxy card

In person
At the Annual Meeting

IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE MEETING IN PERSON:

Don’t forget your ticket and government issued ID! Shareholders can obtain an admission ticket and directions to the meeting by contacting our Investor Relations Department at:

Email: InvestorRelations@TheHartford.com

Telephone: (860) 547-2537

Mail: The Hartford
Attn: Investor Relations
One Hartford Plaza (TA1-1)
Hartford, CT 06155

If you hold your shares of The Hartford through a brokerage account (in “street name”), your request for an admission ticket must include a copy of a brokerage statement reflecting stock ownership as of the record date.

Please leave all cameras, recording devices and other electronic devices at home. You can also join

our meeting webcast at http://ir.thehartford.com.

hartford_logo.jpg

2016 Proxy Statement

1

Dear fellow shareholders:


Back2022 was an outstanding year of financial performance and progress for The Hartford across our strategic objectives. During the year, the Board oversaw the Company’s execution on its strategy to Contents

Q&A WITH OUR CHAIRMAN & CEO AND PRESIDING DIRECTOR

 

Q. What are your thoughtsmaximize value creation for all stakeholders, which focuses on advancing underwriting excellence, enhancing digital capabilities, maximizing distribution channels, optimizing organizational efficiency, and advancing sustainability leadership. As the 2023 Annual Meeting of Shareholders approaches, it is our privilege as you reflectChairman and Lead Director to share details on the year 2015 at The Hartford?

Board’s progress in 2022.

Chris Swift: First

As the Board discharged its fiduciary duties, it also underwent fundamental and foremost, I am proudpositive changes to continue our corporate governance leadership. After last year’s retirements of our employees for their commitment to disciplined execution of our long-term strategy. Despite an increasingly competitive marketlong-serving directors Robert Allardice and a less favorable investment environment,Michael Morris from the Board, we delivered strong financial results and increased our top line momentum. The Hartford’s core earnings per diluted share* increased 15 percent; core earnings return on equity* rose to 9.2 percent from 8.4 percent; and book value per diluted share*(1) grew 7 percent. In addition, we returned $1.6 billion of capital to shareholders in the form of dividends and share repurchases. At the same time, we invested in the operating capabilities and talent that are making us a broader, deeper risk player and a more efficient, customer focused company that can deliver sustained, profitable growth.

Tom Renyi: I share Chris’s pride in the strong results delivered in 2015 and the commitment to executing on our long-term strategy. I know my fellow directors and I feel good about the collaborative dynamic we have with this management team on strategic initiatives, risk management, and attracting and retaining talent. We remain committed to protecting shareholder value through best-in-class governance practices and were very pleased to be recognized byappoint Edmund Reese, who brings extensive senior leadership experience with several trusted and admired companies and deep knowledge of investments, financial reporting, strategic planning, operations and product launches. We believe we continue to have the New York Stock Exchange in 2015right mix of skills and expertise necessary to support the Company’s strategy. The current Board is a diverse group whose collective credentials bring varied perspectives to the oversight of The Hartford.


Strong progress has been made towards the Board’s goals for the 2022-2023 Board year. The Board continues to focus on overseeing profitable growth strategies, with an awardemphasis on creating sustainable long-term value. Examples of focus areas include continued review of growth and innovation in Personal Lines and assessment of long-term technology plans as enablers of business strategy. The Board also focused on human capital management, including oversight of development plans for best governance, riskkey executive leadership positions, examining broader management and compliance program for a large cap company. We also continuesuccession 1-2 levels down from the CEO to solicit and consider shareholder feedback on the company’s governance programs. One of the major themes thatanticipate future needs. As we emerged from the company’s 2015 shareholderpandemic, the Board also worked with management to define the Company’s future work model while continuing to support a diverse, inclusive and innovative culture. Additionally, the Board continued to enhance its sustainability oversight, particularly the Company’s journey to operationalize and embed it into its broader strategy. The Board also continued to ensure that it engages all directors to actively and closely review critical strategic issues. As the worst of the pandemic is behind us, we’ve also re-initiated direct interaction and engagement program wasbetween and among Directors and senior management, including in-person events, enhancing opportunities for continuing education, particularly insurance industry education, such as meeting with customers, and refining onboarding protocols. We hope these steps demonstrate the importanceBoard's commitment to continuous improvement.

Many of athe Board’s strengths - its composition, alignment around strategy, focus on profitable growth, oversight of sustainability, and strong Director engagement - are the direct result of its rigorous boardmulti-step evaluation process. We are respondingAs part of its continuous improvement efforts, the Board undertook a third-party evaluation again in 2022, expanding the scope of the review to that feedback by further enhancing our disclosures and augmenting the evaluation process withinclude individual director interviews on Board effectiveness led by me as the presiding director.

Q. Can you comment on your plans for 2016 and beyond?

Chris Swift: We’re focused squarely on our market leading Property & Casualty, Group Benefits and Mutual Funds businesses. Our strategy for continuing to achieve profitable growth is based on what we call the “five pillars.”evaluations. The first pillar is product; we want to become a broader risk player by expanding our risk appetite and product offerings. The second pillar is distribution; our goal is to maximize the great distribution system that we enjoy today. Third is customer experience; putting the customer at the center of everything we do so that it is easier for the customer to interact with the company. The fourth pillar is operating capabilities, most notably improving technology and data analytics, areas where we’re making big investments. Finally, talent; we have over 17,000 very talented employees, but we're always looking to attract additional talent that would enhance our ability to compete in the marketplace. We believe that our focus on these areas will create long-term shareholder value by achieving continued improvement in our core earnings return on equity(2) and generating total value creation, measured by dividends and growth in book value per diluted share(3).

*Denotes financial measure not calculated in accordance with generally accepted accounting principles (“GAAP”)
(1)Excluding accumulated other comprehensive income (“AOCI”)
(2)Excluding Talcott
(3)Excluding AOCI

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The Hartford Financial Services Group, Inc.

Tom Renyi: I would addthird-party facilitator concluded that the Board continues to befunction at a very engagedhigh level and remains deeply committed to serving the Company and its stakeholders.


At the end of 2022, The Hartford’s President Doug Elliot retired after a distinguished career. As the Company’s President, Doug was instrumental in eachexpanding our suite of these strategic areas. products, developing industry-specific verticals within our property & casualty business, overseeing the integration of Navigators and elevating our underwriting excellence. We are grateful for his leadership and wish him well in his retirement.

At each Board meeting,The Hartford, the best is yet to come. We’re positioned to deliver on our financial objectives and enhance value for all stakeholders. At every level of our company, from the boardroom to the underwriting desk and the call center, we do a deep dive into oneare motivated by our mission of the business segments and have a thoughtful discussion on strategy with that business’ senior leader. We also hold an annual meetingproviding people with the extended leadership team where we spend two days discussingsupport and evaluating the strategic priorities. Through these discussions, the Board is ableprotection they need to gain a deeper understanding of the company’s long-term strategy, as well as testpursue their unique ambitions, seize opportunity, and challenge it as necessary. The result is a more refined strategic vision that is well understood and fully supported by the Board.

prevail through unexpected challenge. Thank you for your ongoing support.

Q: What are your views on capital management?


Chris Swift: As we consider management of excess capital in the future, we will prioritize opportunities that accelerate our premium growth and operating capabilities. In the event we do not find opportunities that meet our strategic and financial objectives, we will continue to return excess capital to shareholders. As I mentioned, our primary focus continues to be on the profitable growth of our Property and Casualty, Group Benefits and Mutual Funds businesses, which have been strong generators of excess capital.


Tom Renyi: The Board has fully supported management’s thoughtful approach to excess capital deployment in recent years. As we look ahead, we agree that placing a high priority on revenue generating opportunities is a sound approach in today’s competitive environment.

Q. What are the challenges you expect to face in executing on your strategy and what are the risks that the Board is particularly focused on now?

Chris Swift: I’ll describe the challenges and let Tom address the risks. While we enter 2016 with a strong foundation, we are very mindful of the challenges we face. Consolidation across our industry; IT challenges and opportunities; potential disruptors such as big data and autonomous cars; and new capital entering the market, all contribute to increasing competition. Despite these headwinds, we are confident that with a stable management team and a clear strategy, we can maintain our underwriting discipline, expense control and capital flexibility at a time when some of our industry peers are facing strategic or financial challenges.

Tom Renyi: The Board spends substantial time on risk management. The Harford has an exceptional Enterprise Risk Management (“ERM”) organization that has developed cutting edge tools and processes for the identification, assessment, and, when appropriate, response to internal and external risks to the company's operations and business objectives. Like most companies, we are particularly focused on cyber risks. The Board receives two formal standing reports on cyber each year, but the topic comes up more frequently than that. In addition to modeling the financial impacts of potential cyber events on The Hartford under various scenarios, The Hartford retains third parties to conduct cyber-attack simulations. These simulations use real-world scenarios and help The Hartford identify and address potential vulnerabilities and enhance response protocols.

Q. What is The Hartford’s philosophy on community engagement and social responsibility?

Chris Swift: Character is central to our company’s vision to be exceptional. We want to be known not only for our financial performance and our value to customers, but also for being the best neighbor we can be. Improving our communities is a big part of that. In 2015, the company and our employees contributed more than $10 million to the community, giving through time, talent and donations. Our national philanthropic program, Communities with HART, reached more than 14,500 U.S. students in 2014-2015 as a title sponsor of Junior Achievement’s JA Company Program, which provides basic economic education for high school students, and dispersed 60 micro-finance loans to small business owners in four markets.

Tom Renyi: We’re also committed to environmental stewardship – as an employer, insurer, investor, property owner and responsible corporate citizen. Our efforts have won a number of accolades over the years that we have highlighted in our proxy statement disclosures, but those accolades don’t tell the full story of the incredible work and countless hours that go into our sustainability initiatives, which include everything from installing electric vehicle charging stations to support electric car use, switching to more fuel efficient fleet vehicles, reducing our paper consumption and even planting a community garden on The Hartford’s campus. Each year, the company puts together, and the Board reviews, a comprehensive sustainability report, which is available on The Hartford’s website and tells this larger story.

Q. Any final thoughts?

Tom Renyi: As stewards of the company, the Board is committed to helping The Hartford deliver superior returns for our shareholders and protecting that value over the long-term. I know I speak for the Board when I say what a privilege it is to serve this great company and its shareholders.

Chris Swift: We have a clear strategy, an experienced and stable management team, a powerful national distribution network, differentiated products and a brand that stands for strength and integrity. As we enter 2016, we remain focused on building strength as a larger player across a broader spectrum of risk, product, distribution and geography. In addition to the profitable growth of our businesses, I believe that our increased focus on the customer, process excellence and continuous improvement will drive greater operating efficiency and effectiveness and continue to create shareholder value in the future. I am proud of what we have accomplished in 2015 and I am confident in our ability to navigate this dynamic and competitive environment and continue to create shareholder value.

2016 Proxy Statement

3

swift_signature.jpg
fetter_signature.jpg
Christopher J. SwiftTrevor Fetter
Chairman and Chief Executive OfficerLead Director

2www.thehartford.com

TABLE OF CONTENTS

PROXY SUMMARY

54

BOARD AND GOVERNANCE HIGHLIGHTS

6

PERFORMANCE HIGHLIGHTS

8

2015 COMPENSATION HIGHLIGHTS

9

BOARD AND GOVERNANCE MATTERS

12

Item 1: Election of Directors

GOVERNANCE PRACTICES AND FRAMEWORK

12

Governance Practices and Framework

COMMITTEES OF THE BOARD

12

15

Board Composition and Refreshment

THE BOARD’S ROLE AND RESPONSIBILITIES

16

18

Committees of the Board

SELECTION OF NOMINEES FOR ELECTION TO THE BOARD

18

21

The Board's Role and Responsibilities

DIRECTOR COMPENSATION

21

22

Director Compensation

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

25

Certain Relationships and Related Party Transactions

COMMUNICATING WITH THE BOARD

27

25

Communicating with the Board

DIRECTOR NOMINEES

27

26

AUDIT MATTERS

Director Nominees

3428

AUDIT MATTERS

REPORT OF THE AUDIT COMMITTEE

35

34

Item 2: Ratification of Independent Registered Public Accounting Firm

FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

35

Fees of the Independent Registered Public Accounting Firm

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

35

COMPENSATION DISCUSSION AND ANALYSIS

Audit Committee Pre-Approval Policies and Procedures

3736

Report of the Audit Committee

EXECUTIVE SUMMARY

36

37

COMPENSATION MATTERS

COMPONENTS OF COMPENSATION PROGRAM

37

42

Item 3: Advisory Vote to Approve Executive Compensation

PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)

37

46

Compensation Discussion and Analysis

PAY FOR PERFORMANCE

38

49

Executive Summary

COMPENSATION POLICIES AND PRACTICES

38

52

Components of the Compensation Program

EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN

43

53

Process for Determining Senior Executive Compensation (Including NEOs)

REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

51

54

2022 Named Executive Officers' Compensation and Performance

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

51

54

Compensation Policies and Practices

EXECUTIVE COMPENSATION TABLES

53

55

Effect of Tax and Accounting Considerations on Compensation Design

54

Report of the Compensation and Management Development Committee
55
Executive Compensation Tables
56
CEO Pay Ratio
69
Pay Versus Performance
69
SHAREHOLDER PROPOSAL
72
Item 4: Vote on Shareholder Proposal That the Company’s Board Adopt and Disclose a Policy for the Time Bound Phase Out of Underwriting Risks Associated with New Fossil Fuel Exploration and Development Projects
72
INFORMATION ON STOCK OWNERSHIP

7275

Directors and Executive Officers

DIRECTORS AND EXECUTIVE OFFICERS

75

72

Certain Shareholders

CERTAIN SHAREHOLDERS

76

73

Delinquent Section 16(a) Reports

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

73

INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS

7477

Householding of Proxy Materials

HOUSEHOLDING OF PROXY MATERIALS

77

74

Frequently Asked Questions

FREQUENTLY ASKED QUESTIONS

77

74

Other Information

OTHER INFORMATION

81

78

APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

7982


Some of the statements in this proxy statement, including those related to our goal of achieving net zero greenhouse gas emissions ("GHGe") for the full range of our businesses and operations by 2050, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements include, but are not limited to, our ability to formulate and implement plans to reduce our Scope 1 and 2 GHGe as anticipated; our reliance on third parties, whose actions are outside our control, to reduce our Scope 3 GHGe; and the lack of widely accepted standards for measuring greenhouse gas emissions associated with underwriting, insurance and investment activities, as well as other factors discussed in our 2022 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this proxy statement, which speaks as of the date issued.

www.thehartford.com

4

2022 Proxy Statement3



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Proxy Summary

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summaryIt does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting.


BOARD AND GOVERNANCE HIGHLIGHTS

ITEM 1

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board recommends a vote FOR each director nominee

Each director nominee has an established record of accomplishment in areas relevant to overseeing our businesses and possesses qualifications and characteristics that are essential to a well-functioning and deliberative governing body.

✓
The Board recommends a vote "FOR" each director nominee

Board Nominees

Name

Age

Director since

Experience

Independent

Current
Committee Memberships(1)

Other Current
Public Company Boards

Yes

No

Robert B.
Allardice III

69

2008

Former regional CEO, Deutsche Bank Americas

✓

 

• Audit*

• FIRMCo

• Ellington Residential Mortgage REIT

• GasLog Partners

Trevor Fetter

56

2007

President and CEO, Tenet Healthcare

✓

 

• Comp*

• FIRMCo

• Tenet Healthcare

Kathryn A. Mikells

50

2010

CFO, Diageo plc

✓

 

• Audit

• FIRMCo

• Diageo plc

Michael G. Morris

69

2004

Former Chairman, President and CEO, American Electric Power Company

✓

 

• Audit

• FIRMCo

• NCG

• Alcoa

• L Brands

• Spectra Energy

Thomas A. Renyi(2)

70

2010

Former Executive Chairman, Bank of New York Mellon; former Chairman and CEO, Bank of New York Company

✓

 

• Comp

• FIRMCo

• Public Service Enterprise Group

• Royal Bank of Canada

Julie G. Richardson

52

2014

Former Partner, Providence Equity Partners

✓

 

• Audit

• FIRMCo

• VEREIT, Inc.

 

Teresa W. Roseborough

57

2015

Executive Vice President, General Counsel and Corporate Secretary, The Home Depot

✓

 

• FIRMCo

• NCG

 

Virginia P. Ruesterholz

54

2013

Former Executive Vice President, Verizon Communications

✓

 

• Comp

• FIRMCo

• NCG

• Frontier Communications

Charles B. Strauss

73

2001

Former President and CEO, Unilever U.S.

✓

 

• Audit

• FIRMCo*

• NCG

 

Christopher J. Swift

55

2014

Chairman and CEO, The Hartford

 

✓

• FIRMCo

 

H. Patrick Swygert

73

1996

President Emeritus and professor emeritus, Howard University

✓

 

• Comp

• FIRMCo

• NCG*

• United Technologies Corporation

Director Nominee, Current Age
and Present or Most Recent Experience		IndependentDirector since

*

Current
Committees(1)

Denotes committee chairman

Other Current
Public Company Boards

(1)

deshon.jpg

Full committee names are as follows:
Audit – Audit Committee
Comp – CompensationLarry D. De Shon, 63

Former President, CEO and Management Development Committee
COO,
Avis Budget Group
✓2020• Audit
• FIRMCo – Finance, Investment and Risk Management Committee

• NCG – Nominating and Corporate Governance Committee

• United Rentals, Inc.
• Air New Zealand

(2)

dominguez.jpg

Mr. Renyi serves as the presiding director. For more details on the presiding director’s role, see page 13

Carlos Dominguez, 64
Former Vice Chairman and Lead Evangelist,
Sprinklr

✓

2016 Proxy Statement

2018

5

• Comp
• FIRMCo
• NCG

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BOARD AND GOVERNANCE HIGHLIGHTS

BOARD HIGHLIGHTS

• PROS Holdings

Board Overview

fetter.jpg

 

Trevor Fetter,(2) 63
Senior Lecturer,
Harvard Business School
✓2007• Comp
• FIRMCo		None

2015 Board Actions

DonnaJames-600 × 750-RGB.jpg
Donna James, 65
President and CEO,
Lardon & Associates
✓2021• Audit
• FIRMCo
• NCG
• Boston Scientific(3)
• Victoria's Secret
• American Electric Power
mikells.jpg
Kathryn A. Mikells, 57
Chief Financial Officer
Exxon Mobil
✓2010• Audit
• FIRMCo*		None
Edmund Reese 600 x 750.jpg
Edmund Reese, 48
Chief Financial Officer
Broadridge Financial Solutions
✓2022• Audit
• FIRMCo		None
roseboruough.jpg
Teresa W. Roseborough, 64
Executive Vice President, General Counsel and Corporate Secretary, The Home Depot
✓2015• Comp
• FIRMCo
• NCG*		None
reusterholz.jpg
Virginia P. Ruesterholz, 61
Former Executive Vice President,
Verizon Communications
✓2013• Comp
• FIRMCo
• NCG		None
swift.jpg
Christopher J. Swift, 62
Chairman and CEO,
The Hartford
2014• FIRMCo • Citizens Financial Group
winter.jpg
Matthew E. Winter, 66
Former President,
The Allstate Corporation
✓2020• FIRMCo
• Comp*		• ADT
• H&R Block
woodring.jpg
Greig Woodring, 71
Former President and CEO,
Reinsurance Group of America
✓2017• Audit*
• FIRMCo		None

As a result of shareholder feedback* Denotes committee chair.

(1)Full committee names are as follows: Audit – Audit Committee; Comp – Compensation and an analysis of industry trendsManagement Development Committee; FIRMCo – Finance, Investment and best practices, in 2015 theRisk Management Committee; NCG – Nominating and Corporate Governance Committee took several important actions to enhanceCommittee.
(2)Mr. Fetter serves as the company's corporate governance practices.

Lead Director. For more details on the Lead Director’s role, see page14 .

 

(3)Ms. James is not standing for re-election at Boston Scientific, Inc.'s 2023 Annual Meeting.

www.thehartford.com

6

4www.thehartford.com

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PROXY SUMMARY

Proxy Summary

BOARD NOMINEE COMPOSITION
549755847691549755847693549755847694
* As of April 6, 2023.

GOVERNANCE HIGHLIGHTS

BEST PRACTICES

The Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices are highlighted below.

Independent Oversight

Engaged Board/Shareholder Rights

✓

Good Governance

All directors are independent, other than the CEO
✓
Majority independent directors

✓
All independent
Independent key committees (Audit, Compensation, and Management Development, Nominating and Corporate Governance)

Nominating)
✓
Strong
Empowered and engaged independent presiding director role

Lead Director
Engaged Board /Shareholder Rights
✓
Directors
All directors elected annually

✓
Majority vote standard (with plurality carve-out for contested elections)

✓
Proxy access right with market terms
✓Director resignation policy

✓
Over-boarding policy

limits total public company boards, including The Hartford, to five for non-CEOs and two for sitting CEOs
✓
Rigorous Board and committee self-assessmentsself-evaluation conducted annually

annually; third-party Board and individual director evaluations conducted triennially
✓
Robust stock-ownership guidelines

Meaningful Board education and training on recent and emerging governance and industry trends
✓
Annual shareholder engagement program to obtain valuable feedbackfocused on oursustainability, compensation and governance programs

issues
Other Governance Practices
✓
Diverse
Board membership in termsdiversity of experience, tenure, age, gender, race and gender

ethnicity
✓
Mandatory retirement age of 75
✓Diversity policy or "Rooney Rule" commitment to ensure diverse candidates are included in the pool from which board and external CEO candidates are selected
✓Annual review of CEO succession plan by the independent directors with the CEO

✓
Annual Board review of senior management long-term and emergency succession plans

for senior management and the CEO
✓
Nominating Committee oversight
Stock-ownership guidelines of environmental, sustainability6x salary for CEO and corporate social responsibility activities

4x salary for other named executive officers
✓
Annual Nominating Committee review of the company’sThe Hartford's political and lobbying policies and expenditures

Commitment to Sustainability
✓Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
✓Comprehensive sustainability reporting, including a Sustainability Highlight Report, TCFD and SASB reports and EEO-1 data
✓Sustainability Governance Committee, including several subcommittees, comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring the full Board is briefed at least annually

2023 Proxy Statement5
PROXY SUMMARY
SUSTAINABILITY PRACTICES
Our approach to sustainability is fundamental to who we are as a company. Environmental, social and governance ("ESG") considerations are deeply embedded in our values, our operational approach, and our strategy. Our strategy rests on a foundation and track record of transparent, measurable goals and actions intended to secure long-term shareholder value and contribute to society at large. Our sustainability efforts address ESG impacts as highlighted in the following key areas:

22-EN-1142900 - Proxy Statement 2022 ESG Pillars_D2 (002) (1).jpg

ITEM 2

ENVIRONMENT

As an insurer we appreciate the risks that environmental challenges present to people and communities. Our 2050 net zero goal is indicative of that appreciation, and also a motivating force behind our work. As environmental stewards, we commit to mitigating climate change and building community resilience to its impacts.

SOCIAL | EMPLOYEES

Responsible growth depends on the attraction, retention and development of top-flight talent. That talent both requires and enables us to fulfill the needs and aspirations of the diverse customers and communities we serve.

RATIFICATION OF
INDEPENDENT REGISTERED
ACCOUNTING FIRM

The Board recommends a vote FOR this item

SOCIAL | CUSTOMERS

Our top priority is to foster resiliency – bringing crucial support and peace of mind to our customers through the most challenging of times. Our insight-driven products and our commitment to empathetic, high-quality service are the keys to our customer approach.

As a matterGOVERNANCE


We are proud of good corporateour role as an industry leader in exhibiting outstanding governance practices and ethical standards, and we have fortified our sustainability governance model to reflect that standard and to prepare for the adaptive challenges that ESG will bring.

SOCIAL | COMMUNITY

Our commitment to our communities transcends the products and services we offer – it includes using our knowledge, data, people and resources to make positive contributions to society. Our community engagement focuses on advancing social equity, addressing the critical needs of our neighbors in our communities, enabling human achievement and supporting the causes our employees care about most.

For additional detail on our ESG efforts and performance, please access the Corporate Sustainability section of our website. Our most recent Sustainability Highlight Report, our reporting on net zero progress, and our TCFD, SASB, and EEO-1 reports are all available at: https://www.thehartford.com/about-us/corporate-sustainability.
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PROXY SUMMARY

AUDIT HIGHLIGHTS
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board is asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2016.

2023.
✓
The Board recommends a vote "FOR" this item


COMPENSATION HIGHLIGHTS

ITEM 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

ADVISORY VOTE TO
APPROVE EXECUTIVE
COMPENSATION

The Board recommends a vote FOR this item

The Board is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement. Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by (1) encouraging profitable organic growth consistent with prudent risk management,and ROE performance while maintaining an ethical culture supported by industry-leading sustainability practices, (2) attractingproviding market-competitive compensation opportunities designed to attract and retaining keyretain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance.

✓
The Board recommends a vote "FOR" this item

2016 Proxy Statement

7

The Hartford’s mission is to provide people with the support and protection they need to pursue their unique ambitions, seize opportunity, and prevail through unexpected challenge. Our strategy to maximize value creation for all stakeholders focuses on advancing underwriting excellence, emphasizing digital capabilities, maximizing distribution channels, optimizing organizational efficiency, and advancing ESG leadership.

We endeavor to maintain and enhance our position as a market leader by leveraging our core strengths of underwriting excellence, risk management, claims, product development and distribution. We are investing in claims processing, analytics, data science and digital capabilities to strengthen our existing competitive advantages.

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PERFORMANCE HIGHLIGHTS

EXECUTING ON OUR STRATEGY

2015 was a successful year for The Hartford. Despite an increasingly competitive marketAn ethics, people, and a less favorable investment environment, we achieved strong financial results, continued to improve profitability and returned capitalperformance-driven culture drives our values. We have proactive positions on ESG issues important to our shareholders. Our financial strength, operating performancesustainability and strong balance sheet were recognized through rating upgrades by A.M. Best, Moody’s and Standard & Poor’s. We achieved these financial results while investing in operating capabilities and talent that are making us a broader, deeper risk player and a more efficient and customer-focused company. Highlighted below are some of our key accomplishments in 2015. We entered 2016 with a strong foundation and with confidence that we can maintain our underwriting discipline, expense control and capital flexibility in the face of increased competition.

capacity to deliver long-term stockholder value.

 

STRATEGIC PRIORITIES

DELIVERING LONG-TERM SHAREHOLDER RETURN

23-EN-1723352_Shareholder Value Creation graphic_D1b.jpg

We have achieved strong financial performance and executed capital management initiatives, while continuing to make significant investments in our businesses, which helped drive shareholder returns. Book value per diluted share, excluding AOCI, rose 7%, equating to total value creation of 9% per share, including common dividends per share in 2015. Moreover, we have significantly outperformed relevant benchmarks, including the S&P 500 P&C, S&P 500 and S&P Insurance Composite indices over three years.

2023 Proxy Statement		7

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Proxy Summary

The chart below illustrates key actions we have taken since 2013 to drive shareholder return.



2015 COMPENSATION HIGHLIGHTS

PROXY SUMMARY
2022 FINANCIAL RESULTS
Our 2022 financial results were excellent, reflecting strong underwriting with excellent premium growth across the business, improved margins before net realized gains (losses), and a significant contribution from the investment portfolio. Full year net income available to common stockholders and core earnings* were $1.8 billion ($5.44 per diluted share) and $2.5 billion ($7.56 per diluted share), respectively. Net income and core earnings return on equity ("ROE")*† were 11.6% and 14.4%, respectively.

Highlighted below are year-over-year comparisons of our net income available to common stockholders and core earnings performance and our three-year net income ROE and core earnings ROE results. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 43, and average annual core earnings ROE over a three-year performance period is the metric used for 50% of performance shares granted to Senior Executives, as described on page 46 (in each case, as adjusted for compensation purposes).
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.
† Net income ROE represents net income available to common stockholders ROE.

1099511647290109951164729310995116473191099511647322

TOTAL SHAREHOLDER RETURN
The following chart shows The Hartford's total shareholder return ("TSR") relative to  the 2022 Corporate Peer Group (provided on page 52), S&P 500 Insurance Composite, S&P P&C index and S&P 500.
1099511647670
Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
Named executive officer compensation is heavily weighted toward variable compensation (annual and long-term incentives), where actual amounts earned may differ from target amounts based on company and individual performance. Each NEO has a target total compensation opportunity that is reviewed annually by the Compensation Committee (in the case of the CEO, by the independent directors) to ensure alignment with our compensation objectives and market practice.

Decision

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PROXY SUMMARY
Compensation ComponentDescription
Base Salary

Rationale

•Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance
Annual Incentive Plan

•Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the Company's strategic priorities

Long-Term Incentive Plan
•Variable awards granted based on individual performance, retention and market data.
•Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention
•Award mix (50% performance shares and 50% stock options) rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance
Approximately 92% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance:
Target Pay Mix — CEO*
Salary
8%
Annual Incentive
21%
Long-Term Incentive
70%
Variable with Performance: 91%
Target Pay Mix — Other NEOs*
Salary
17%
Annual Incentive
26%
Long-Term Incentive
58%
Variable with Performance: 84%
*Percentages do not sum to 100% due to rounding.

2022 COMPENSATION DECISIONS
2022 Compensation DecisionsRationale
The Compensation Committee approved an annual incentive plan (“AIP”)AIP funding level of 116%148% of target. (page 49)

target

Performance against the pre-established financial targets resulted inCompensation Core Earnings target produced a formulaic AIP funding level of 116%164% of target. The Compensation Committee undertook areduced this funding level to 148% following its qualitative review, of performance and concludedtaking into account extraordinary returns on real estate partnerships that the formulaic AIP funding level appropriately reflected 2015 performance. Accordingly, no adjustments were made.

significantly above operating plan assumptions (page 44).

For 2015 performance share grants, the Compensation Committee expanded the Company’s Performance Peer Group from 10 to 20 companies. (page 45)

The Compensation Committee believes thatcertified a 2020-2022 performance share award payout at 121% of target.

The Company's average annual Compensation Core ROE during the Performance Peer Group should include companies that,performance period was 12.7%, resulting in a payout of 163% of target for the aggregate, represent our current mix of business and are competing investment choices in the capital markets. The new group, which includes nineROE component (50% of the 10 companies fromaward). The company's TSR during the prior Performance Peer Group, consistsperiod was at the 47th percentile of companies that meet these criteria and have market characteristics and historical stockthe performance similar topeers, resulting in a 79% payout for the company’s.

TSR component (50% of the award) (page 47).
The Compensation Committee (and, in the case of the CEO, the independent directors) approved the following compensation for each NEO:
Base SalaryAIP AwardLTI AwardTotal Compensation
NEO2022Change from 20212022Change from 20212022Change from 20212022Change from 2021
Christopher Swift$1,200,000 4.3 %$4,440,000 (6.3)%$10,000,0008.1 %$15,640,000 3.3 %
Beth Costello$775,000 6.9 %$1,924,000 (6.3)%$2,500,00025.0 %$5,199,000 8.8 %
Douglas Elliot$950,000 0.0 %$2,812,000 (6.3)%$5,450,0000.0 %$9,212,000 (2.0)%
David Robinson$650,000 8.3 %$1,184,000 (3.3)%$2,000,00037.9 %$3,834,000 17.1 %
Deepa Soni$650,000 NA*$1,036,000 NA*$1,250,000NA*$2,936,000 NA*
*Ms. Soni was not an NEO prior to 2022.

For 2015 performance share grants, the company revised its methodology for measuring ROE to use the average annual ROE over the three year measurement period. (page 44)

While the prior methodology was appropriate given the challenges of setting annual ROE targets during the company’s transformation from a diversified financial services company to one focused on Property & Casualty, Group Benefits, and Mutual Funds businesses, with the transformation now essentially complete, the Compensation Committee believed that it was appropriate to migrate to a measure that reflects each year's performance in the overall outcome.

2023 Proxy Statement		9

2016 Proxy Statement

9

PROXY SUMMARY

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2015 NEO COMPENSATION SUMMARY

TheThis table below reflects the 2015 compensation package (base salary, AIP award and long-term incentive (“LTI”) award) for each NEO. Although this table is not a substitute for the Summary Compensation Table information beginning on page 55, we believe it provides a simple and concise picture of compensation decisions made in 2022, and highlights changes from 2021. Another view of 2022 compensation for the NEOs is available in 2015.

the Summary Compensation Table on page 56.
                

Compensation Component

C. Swift

B. Bombara

D. Elliot

B. Johnson

R. Rupp

Base Salary Rate

$

1,000,000

 

$

650,000

 

$

900,000

 

$

525,000

 

$

600,000

 

2015 AIP Award

$

2,450,000

 

$

1,200,000

 

$

2,000,000

 

$

1,400,000

 

$

1,400,000

 

2015 LTI Award(1)

$

6,400,000

 

$

1,650,000

 

$

4,400,000

 

$

1,200,000

 

$

1,400,000

 

Total 2015 Compensation Package(2)

$

9,850,000

 

$

3,500,000

 

$

7,300,000

 

$

3,125,000

 

$

3,400,000

 


COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:

(1)

Reflects the dollar amount of the award approved by the Compensation Committee rather than the fair value (calculated in accordance with FASB ASC Topic 718) shown in the Summary Compensation Table.

(2)

Excludes items shown under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns in the Summary Compensation Table.

COMPENSATION BEST PRACTICES

The Compensation Committee regularly reviews best practices in executive compensation. Our current best practices and policies include the following:

Program Features

Risk Mitigation

Pay for Performance

WHAT WE DO
✓
Severance
Compensation heavily weighted toward variable pay
✓Senior Executives generally receive the same benefits payableas other full-time employees
✓Double-trigger requirement for cash severance and equity vesting upon a change of control*
✓Cash severance upon a change of control do not to exceed 2x the sum of base pay plus targetsalary + bonus

✓
Double trigger requirement for vesting of equity awards upon change of control (so long as the awards are assumed or replaced with substantially equivalent awards)

✓
No excise tax gross-up upon a change of control

✓
Competitive burn rate and dilution for equity program

✓
Senior Executives eligible for the same benefits as full-time employees, including health, life insurance, disability and retirement benefits

✓
Executive perquisites are limited; no tax gross-ups are provided on perquisites

✓
No individual employment agreements

✓
No inclusion of reload provisions in any stock option grant

✓
BoardIndependent compensation consultant is independent and does not provide services to the company

✓
Comprehensive risk
Risk mitigation in plan design and annual review of compensation plans, policies and practices

✓
All employees
Claw-back provisions in compensation and directors prohibited from engaging inseverance plans
✓Prohibition on hedging, monetization, derivative and similar transactions with company securities

✓
Prohibition on Senior Executives prohibited from pledging company securities

✓
Stock ownership guidelines for directors and Senior Executives; compliance with guidelines reviewed annually

Executives
✓
✓
Approximately 89%Periodic review of current CEO target annual compensation and 84% of other NEO target annual compensation variable based on performance, including stock price performance

✓
Compensation peer groups evaluated periodically to align with investor expectations
✓Competitive burn rate and changes in market practicedilution for equity program
* Double-trigger vesting for equity awards applies if the awards are assumed or replaced with substantially equivalent awards.
WHAT WE DON'T DO
ûNo Senior Executive tax gross-ups for perquisites or our business mix

✓
excise taxes on severance payments
ûNo underwater cash buy-outs

✓
No payment of dividends on unvested performance shares

✓
individual employment agreements
ûNo granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant

✓
ûNo re-pricing (reduction in exercise price) of stock options

ûNo buy-outs of underwater stock options
ûNo reload provisions in any stock option grant
ûNo payment of dividends or dividend equivalents on equity awards until vesting


SAY-ON-PAY RESULTS
At our 2022 annual meeting, we received approximately 94% support on Say-on-Pay. The Compensation Committee considered the vote to be an endorsement of The Hartford’s executive compensation programs and policies, and recent program changes. They took this strong level of support into account in their ongoing review of those programs and policies. Management also discussed the vote, along with aspects of its executive compensation, sustainability and corporate governance practices, during our annual shareholder engagement program to gain a deeper understanding of shareholders’ perspectives. Feedback regarding the compensation program was generally positive, with many shareholders expressing support for the Compensation Committee's addition of a diversity modifier to performance share awards in 2021. For further discussion of our shareholder engagement program, see page 21.

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PROXY SUMMARY

Proxy Summary

ITEM 4

SHAREHOLDER PROPOSAL THAT THE COMPANY ADOPT AND DISCLOSE A POLICY FOR THE TIME BOUND PHASE OUT OF UNDERWRITING RISKS ASSOCIATED WITH NEW FOSSIL FUEL EXPLORATION AND DEVELOPMENT PROJECTS
Vote on the shareholder proposal that The Hartford’s Board of Directors adopt and disclose a policy for the time bound phase out of underwriting risks associated with new fossil fuel exploration and development projects.
×

The Board of Directors recommends that shareholders vote "AGAINST" this Proposal for the following reasons:
•The Hartford has established itself as a U.S. insurance industry leader in its commitment to address climate change through a proactive, balanced and pragmatic approach.
•Proscriptive approaches to address climate change fail to account for the complexities of the U.S. insurance system or the role the fossil fuel industry must play in energy transition. Divestitures and boycotts are not the optimal foundation to reach net zero.
•Recent geopolitical and economic events have underscored the need for insurers to remain pragmatic and flexible in their underwriting approach during the energy transition.
•U.S. insurers are operating in an increasingly complex regulatory environment, making a balanced and pragmatic approach to underwriting of vital importance.
•A strong majority and wide variety of stakeholders support The Hartford’s energy transition approach.
2023 Proxy Statement11

BOARD AND GOVERNANCE MATTERS
ITEM 1
ELECTION OF DIRECTORS

SELECTION OF FREQUENCY
OF ADVISORY VOTE TO
APPROVE EXECUTIVE
COMPENSATION ON
ADVISORY BASIS

The full Board, including its Nominating and Corporate Governance Committee, believes the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described beginning on page 16and have demonstrated the ability to effectively oversee The Hartford’s corporate, investment and business operations. Biographical information for each director nominee is described beginning on page 28, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.
✓

The Board recommends a vote of every “1 year” for this item

The Board is asking shareholders to vote for the option of every “1 year” as the frequency with which shareholders are provided an opportunity to vote on NEO compensation. An annual advisory vote will enable shareholders to provide direct input to the company regarding its compensation philosophy, policies and practices as disclosed in the proxy statement "FOR" each year.

director nominee

2016 Proxy Statement

11

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BOARD AND GOVERNANCE MATTERS

GOVERNANCE PRACTICES AND FRAMEWORK

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

Independent Oversight

Engaged Board/Shareholder Rights

✓

Good Governance

All directors are independent, other than the CEO
✓
Majority independent directors

✓
All independent
Independent key committees (Audit, Compensation, and Management Development, Nominating and Corporate Governance)

Nominating)
✓
Strong
Empowered and engaged independent presiding director role

Lead Director
Engaged Board /Shareholder Rights
✓
Directors
All directors elected annually

✓
Majority vote standard (with plurality carve-out for contested elections)

✓
Proxy access right with market terms
✓Director resignation policy

✓
Over-boarding policy

limits total public company boards, including The Hartford, to five for non-CEOs and two for sitting CEOs
✓
Rigorous Board and committee self-assessmentsself-evaluation conducted annually

annually; third-party Board and individual director evaluations conducted triennially
✓
Robust stock-ownership guidelines

Meaningful Board education and training on recent and emerging governance and industry trends
✓
Annual shareholder engagement program to obtain valuable feedbackfocused on oursustainability, compensation and governance programs

issues
Other Governance Practices
✓
Diverse
Board membership in termsdiversity of experience, tenure, age, gender, race and gender

ethnicity
✓
Mandatory retirement age of 75
✓Diversity policy or "Rooney Rule" commitment to ensure diverse candidates are included in the pool from which board and external CEO candidates are selected
✓Annual review of CEO succession plan by the independent directors with the CEO

✓
Annual Board review of senior management long-term and emergency succession plans

for senior management and the CEO
✓
Nominating Committee oversight
Stock-ownership guidelines of environmental, sustainability6x salary for CEO and corporate social responsibility activities

4x salary for other named executive officers
✓
Annual Nominating Committee review of the company’sThe Hartford's political and lobbying policies and expenditures

Commitment to Sustainability
✓Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
✓Comprehensive sustainability reporting, including a Sustainability Highlight Report, TCFD and SASB reports and EEO-1 data
✓Sustainability Governance Committee, including several subcommittees, comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring the full Board is briefed at least annually

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BOARD AND GOVERNANCE MATTERS
The fundamental responsibility of our directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of The Hartford and its shareholders. The Board fulfills this responsibility within the general governance framework provided by the following documents:

•

Articles of Incorporation

•

By-laws

By-laws

•

Corporate Governance Guidelines (compliant with the listing standards of the NYSENew York Stock Exchange ("NYSE") and including guidelines for determining director independence and qualifications)

•

Charters of the Board’s four standing committees

(the Audit Committee; the Compensation and Management Development Committee ("Compensation Committee"); the Finance, Investment and Risk Management Committee ("FIRMCo"); and the Nominating and Corporate Governance Committee ("Nominating Committee"))

•

Code of Ethics and Business Conduct

•

Code of Ethics and Business Conduct for Members of the Board of Directors

• 

Code of Ethics and Political Compliance

Copies of these documents are available on our investor relations website at http://ir.thehartford.com or upon request sent to our Senior Vice President and Corporate Secretary (see page 7780 for details).

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Board and Governance Matters

DIRECTOR INDEPENDENCE

The Board annually reviews director independence under standards stated in our Corporate Governance Guidelines,applicable law, the listing standards of the NYSE and other applicable legal and regulatory rules.our Corporate Governance Guidelines. In addition, per our Corporate Governance Guidelines, in order to identify potential conflicts of interest and to monitor and preserve the independence, of those directors who meet the criteria for independence required under applicable law and by the NYSE, any director who wishes to become a director of another for-profit entity must obtain the pre-approval of the Nominating and Corporate Governance Committee.

The Board has affirmatively determined that all nominees for director other than Mr. Swift are independent.

BOARD LEADERSHIP STRUCTURE

The roles of CEO and Chairman of the Board (“Chairman”) are held by Christopher Swift. Mr. Swift has held these roles since January 2015. In late 2014, prior to Mr. Swift assuming the role of Chairman, the Board deliberated extensively on the company’s board leadership structure, seeking feedback from shareholders and considering extensive corporate governance analysis. The Board concluded that the company's historical approach of combining the roles of CEO and Chairman while maintaining strong independent Board leadership continues to be the optimal leadership structure from which to carry out its oversight of the company's strategy, business operations and risk management. The CEO, as the principal leader of business operations, is uniquely positioned to identify and communicate key strategic and operational issues and the interests of the company’s stakeholders to the Board. In addition, Mr. Swift’s experience and qualifications enable him to fulfill the responsibilities of both roles and effectively lead the company with a unified vision.

The Board believes that other elements of the company’s corporate governance structure ensure that independent directors can perform their role as independent fiduciaries in the Board’s oversight of management and the company’s business, and minimize any potential conflicts that may result from combining the roles of CEO and Chairman. As noted above, all directors other than Mr. Swift are independent. Whenever

In making its independence determination, the chairmanBoard examined the Company’s relationship with Broadridge Financial Solutions, Inc. and its subsidiaries (“Broadridge”), where Edmund Reese, one of our Directors, is Chief Financial Officer. The Board considered that (1) the amounts payable under vendor agreements entered into in the ordinary course of business with Broadridge represent less than 1% of its consolidated gross revenues; and (2) the Company had a relationship with Broadridge prior to Mr. Reese's service as a Director of the Company, and concluded that the relationship was not material.
2023 Proxy Statement13
BOARD AND GOVERNANCE MATTERS
BOARD LEADERSHIP STRUCTURE
Board ChairIndependent Lead Director
The roles of CEO and Chairman of the Board (“Chairman”) are held by Christopher Swift. Mr. Swift has served as CEO since July 1, 2014, and was appointed Chairman on January 5, 2015. In late 2014, before Mr. Swift assumed the role of Chairman, the Board deliberated extensively on our board leadership structure, seeking feedback from shareholders and considering corporate governance analysis. The Board concluded then, and continues to believe, that our historical approach of combining the roles of CEO and Chairman while maintaining strong, independent board leadership is the optimal leadership structure for the Board to carry out its oversight of our strategy, business operations and risk management.
The Board believes other elements of our corporate governance structure ensure independent directors can perform their role as fiduciaries in the Board’s oversight of management and our business, and minimize any potential conflicts that may result from combining the roles of CEO and Chairman. For example:
• All directors other than Mr. Swift are independent;
• An empowered and engaged Lead Director provides independent Board leadership and oversight; and
• At each regularly scheduled Board meeting, the non-management directors meet in executive session without the CEO and Chairman present (six such meetings in 2022).
As part of its evaluation process, the Board reviews its leadership structure annually to ensure it continues to serve the best interests of shareholders and positions the Company for future success.
Whenever the CEO and Chairman roles are combined, our Corporate Governance Guidelines require the independent directors to elect an independent Lead Director. Trevor Fetter was elected our Lead Director in May 2017. The responsibilities and authority of the Lead Director include the following:
•Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
•Serving as a liaison between the CEO and Chairman and the non-management directors;
•Regularly conferring with the Chairman on matters of importance that may require action or oversight by the Board, ensuring the Board focuses on key issues and tasks facing The Hartford;
•Approving information sent to the Board and meeting agendas for the Board;
•Approving the Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items;
•Maintaining the authority to call meetings of the independent non-management directors;
•Approving meeting agendas and information for the independent non-management sessions and briefing, as appropriate, the Chairman on any issues arising out of these sessions;
•If requested by shareholders, ensuring that they are available, when appropriate, for consultation and direct communication; and
•Leading the Board’s evaluation process and discussion on board refreshment and director tenure, as well as setting and reviewing board goals.
The Board believes that these duties and responsibilities provide for strong independent Board leadership and oversight.
ANNUAL BOARD EVALUATION PROCESS
The Nominating Committee oversees the Board's multi-step evaluation process to ensure an ongoing, rigorous assessment of the Board’s effectiveness, composition and priorities and to inform the Board's succession planning. In addition to the full Board evaluation process, the standing committees of the Board is not independent, our Corporate Governance Guidelines require the independent directors to elect from among them a presiding director. At each regularly scheduled in-person meeting of the Board, the presiding director leads a meeting in executive session of the independent directors. In 2015, the independent directors met five times in executive session. The presiding director has the following responsibilities:

undertake separate self-assessments on an annual basis.

• 

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

• 

serving as a liaison between the Chairman and CEO and the non-management directors;

• 

approving information sent to the Board;

• 

approving meeting agendas for the Board;

• 

approving meeting schedules to help ensure there is sufficient time for discussion of agenda items;

• 

calling and presiding over meetings of the independent directors; and

• 

if requested by shareholders, being available, when appropriate, for consultation and direct communication.

As part of itsa multi-year effort to enhance the evaluation process, the Board has adopted the following changes:

•2016 - Adopted individual director interviews led by the Lead Director and a mid-year review of progress against formal Board goals;
•2018 - Adopted third-party facilitated evaluations every three years, commencing in 2019, to promote more candid conversations, provide a neutral perspective, and help the Board benchmark its corporate governance practices; and
•2020 - Adopted individual director evaluations every three years, commencing in 2022, as part of the third-party facilitated Board evaluation.
In each case, the Board sought and considered shareholder feedback on the merits of these changes prior to adoption.
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BOARD AND GOVERNANCE MATTERS
board_goals.jpg
Board Evaluation and
Development of Goals
(May)
The Lead Director, or third-party evaluator, leads a Board evaluation discussion in an executive session guided by the Board’s self-assessment questionnaire and key themes identified through one-on-one discussions. The Board identifies successes and areas for improvement from the prior Board year and establishes formal goals for the year ahead.
governancereview.jpg
Annual Corporate Governance Review / Shareholder Engagement Program
(October to December)
The Nominating Committee performs an annual review of The Hartford's corporate governance policies and practices in light of best practices, recent developments and trends. In addition, the Nominating Committee reviews feedback on governance issues provided by shareholders during our annual shareholder engagement program.
interim_review.jpg
Interim Review of Goals
(December)
The Lead Director leads the Board's interim review of progress made against the goals established in May.
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Board Self-Assessment Questionnaires
(February)
The governance review and shareholder feedback inform the development of written questionnaires that the Board and its standing committees use to help guide self-assessment. The Board’s questionnaire covers a wide range of topics, including the Board’s:
• Fulfillment of its responsibilities under the Corporate Governance Guidelines;
• Effectiveness in overseeing our business plan, strategy and risk management;
• Leadership structure and composition, including mix of experience, skills, diversity and tenure;
• Relationship with management; and
• Processes to support the Board’s oversight function.
oneononediscussion.jpg
One-on-One Discussions
(February to May)
The Lead Director, or third-party evaluator, meets individually with each independent director on Board effectiveness, dynamics and areas for improvement. Beginning in 2022, third-party led discussions also include directors' evaluations of their peers.
As part of its continuous improvement efforts, the Board undertook a third-party evaluation again in 2022, expanding the scope of the review to include individual director evaluations. The evaluation was based on a board performance survey, preliminary due diligence, research and review of Company documents, and in-depth interviews of all twelve then-current Board members, as well as select members of senior management and advisors who regularly interact with the Board. The third-party facilitator concluded that despite significant challenges experienced in recent years, including the pandemic, an unsolicited acquisition approach and director turnover, the Board continues to function effectively and remains deeply committed to serving the Company and its stakeholders. As a result of the individual director evaluations, each Director received actionable feedback to further enable their effectiveness. At the same time, there was consensus around the 2022-2023 goals for the Board, including driving profitable growth strategies, human capital management, evolving ESG oversight, and optimizing Board practices.
2023 Proxy Statement15
BOARD AND GOVERNANCE MATTERS
BOARD COMPOSITION AND REFRESHMENT
DIRECTOR SUCCESSION PLANNING
The Nominating Committee is responsible for identifying and recommending to the Board candidates for Board membership. Throughout the year, the Nominating Committee considers the Board’s composition, skills and attributes to determine whether they are aligned with our long-term strategy and major risks, and each year devotes a session to board succession planning over a longer-term (generally three-year) period. The succession planning process is informed by the results of the Board and committee evaluation processes, as well as anticipated needs in light of The Hartford’s retirement policy (described below). To assist the Nominating Committee in identifying prospective Board nominees when undertaking a search, the Company retains an annual reviewoutside search firm. The Nominating Committee also considers candidates suggested by Board members, management and shareholders.
The Nominating Committee evaluates candidates against the standards and qualifications set forth in our Corporate Governance Guidelines as well as other relevant factors, including the candidate's potential contribution to the diversity of its board leadership structurethe Board. In 2018 the Board amended our Corporate Governance Guidelines to ensure it servesthat diverse candidates are included in the best interestspool from which board candidates are selected.
The Nominating Committee's most recent director search culminated in the election of shareholdersEdmund Reese, who brings extensive senior leadership experience with several trusted and positionsadmired companies, and deep experience in investments, financial reporting, strategic planning, operations and product launches. Mr. Reese's election made him the companyfourth member of color of the current Board. He joined the Board in October 2022, and was also at that time appointed to the Audit Committee and FIRMCo.

The graphic below illustrates our typical succession planning process, which begins with an assessment of the Board's current skills and attributes, and then identifies skills or attributes that are needed, or may be needed in the future, in light of the Company's strategy.
Overview of Director Search Process
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Development of Candidate Specification
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candidatescreening.jpg
Screening of Candidates
Image34.jpg
candidatemeeting.jpg
Meeting With Candidates
Image36.jpg
candidatedecision.jpg
Decision and Nomination
•Develop skills matrix to identify desired skills and attributes, including diversity

•Target areas of expertise aligned with our strategy
•Select outside search firms to lead process and/or consider internal or shareholder recommendations

•Screen candidates for each specification identified
•Top candidates are interviewed by Nominating Committee members, other directors, and management

•Finalist candidates undergo background and conflicts checks
•Nominating Committee recommendation of candidates and committee assignments to full Board

•Board consideration and adoption of recommendation
DIRECTOR ONBOARDING AND ENGAGEMENT
All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and strategy. Our director onboarding program is designed to reduce the learning curve for future success.

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13

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


Our Board members also participate in Company activities and engage directly with our employees at a variety of events throughout the year, including participation in senior leadership team meetings, employee town halls and employee resource group meetings.

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DIRECTOR TENURE

BOARD TENURE AND REFRESHMENT

The Nominating Committee strives for a Board that includes a mix of varying perspectives and breadth of experience. Newer directors bring fresh ideas and perspectives, while longer tenured directors bring extensive knowledge of our complex operations. As part of its annual self-assessmentevaluation process, the Board evaluatesassesses its overall composition, including director tenure. In addition, as noted above, the Board considers the independence of its members under applicable laws, regulations and the NYSE listing standards on an annual basistenure, and does not believe the independence of any director nominee is compromised solely due to Board tenure. The Board has a formal directorbelieves that its rigorous self-evaluation process (described above), combined with its mandatory retirement policy at age 75, whichare effective in promoting Board

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BOARD AND GOVERNANCE MATTERS
renewal, as demonstrated by the addition of eight new directors since 2015, and the mandatory retirement of two of our longest tenured directors last year.
DIRECTOR DIVERSITY
The Board believes a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and contributes to Board renewal.

Amongdriving positive outcomes. The Nominating Committee considers diversity in the current director nominees, four have fewer than five years of service, four nominees have between five and ten years of tenure, and the remaining three have over 10 years of service. The average tenurecontext of the Board as a whole and takes into account considerations relating to race, gender, ethnicity and the range of perspectives the directors bring to their Board work. As part of its consideration of prospective nominees, is 7.6 years. the Board and the Nominating Committee monitor whether the directors as a group meet The Hartford’s criteria for the composition of the Board, including diversity considerations. As part of our continuing efforts to bring diverse perspectives to the Board:

•Since 2010, we have addedthe Board has appointed five women and four female directorspeople of color as directors;
•The Board's FIRMCo and Nominating Committees are both currently chaired by women; and
•In 2018, the Board amended our Corporate Governance Guidelines to ensure that diverse candidates are included in the pool from which board candidates are selected.
BOARD NOMINEE COMPOSITION
The charts below reflect average tenure and representation of women and people of color for the director nominees standing for election at the date of the Annual Meeting of Shareholders.

648364856486
* As of April 6, 2023.

SHAREHOLDER PROPOSED NOMINEES
The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Shareholders may also directly nominate someone for election at an annual meeting. Nominations for director candidates are closed for 2023. To nominate a candidate at our 2024 Annual Meeting, notice must be received by our Senior Vice President and Corporate Secretary at the address below by February 16, 2024 and must include the information specified in our By-laws, including, but not limited to, the Board; they each bring fresh ideas and unique skills to the Board.

 

TALENT DEVELOPMENT AND SUCCESSION PLANNING

Talent development and succession planning have been and will continue to be onename of the most important partscandidate, together with a brief biography, an indication of the Board’s governance responsibilities.candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of our Common Stock.

Pursuant to our proxy access By-law, a shareholder, or group of up to 20 shareholders, may nominate a director and have the nominee included in our proxy statement. The CEO and independent directors conduct a review,shareholder, or group collectively, must have held at least annually,3% of successionour Common Stock for three years in order to make a nomination, and continuity plans for the CEO. Succession planning includes the identification and developmentmay nominate as many as two directors, or a number of potential successors, policies and principles for CEO selection, and plans regarding succession in the case of an emergency or the retirementdirectors equal to 20% of the CEO. In addition, each year,Board, whichever is greater, provided that the Compensation and Management Development Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO. The Compensation and Management Development Committee’s charter requires that it discuss the results of these reviews with the independent directors and/or the CEO. However, given the importance of the topicshareholder(s) and the engagementnominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 2024 proxy statement must be received by our Senior Vice President and Corporate Secretary at the full Board on the issue, all directors are invitedaddress below no earlier than November 8, 2023 and no later than December 8, 2023.
In each case, submissions must be delivered or mailed to these sessions.Donald C. Hunt, Senior Vice President and Corporate Secretary, The full Board routinely meets with potential future leaders of the company.

Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

In recent years, the Board's robust talent development and succession planning efforts have resulted in the seamless and well-managed transition of internal candidates into the company’s most senior roles.

2023 Proxy Statement17

PROVEN SUCCESSION PLAN

In 2014, the Board oversaw a number of critical internal promotions, most notably the elevation of the company’s chief financial officer to the role of CEO. In addition, the head of the company’s life run-off operations and former controller was promoted to chief financial officer and the leader of the company’s Commercial Markets business assumed the role of president of The Hartford. This trend continued in 2015 when two internal candidates assumed the roles of General Counsel and Chief Marketing and Communications Officer.

BOARD AND GOVERNANCE MATTERS

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Board and Governance Matters

COMMITTEES OF THE BOARD

The Board has four standing committees: the Audit Committee; the Compensation and Management Development Committee; the Finance, Investment and Risk Management Committee;FIRMCo; and the Nominating and Corporate Governance Committee. The Board has determined that all of the members of the Audit Committee, the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee arequalify as “independent” directors within the meaning of the SEC’s regulations,under applicable law, the listing standards of the NYSE and our Corporate Governance Guidelines. Each committee conducts a self-evaluation of its performance on an annual basis.

The current members of the Board, the committees on which they serve and the primary functions of each committee are identified below:

below.

AUDIT COMMITTEE

CURRENT MEMBERS:*
L. De Shon
D. James
K. Mikells
E. Reese
G. Woodring (Chair)
MEETINGS IN 2022: 9

AUDIT COMMITTEE*

Members

R. Allardice (Chair)
K. Mikells
M. Morris
J. Richardson
C. Strauss

Meetings in 2015: 9

“In 2015, theThe Audit Committee focusedcontinued to focus on monitoringmanagement’s business and technology risk assessments, devoting particular attention to oversight of talent and cyber risks in light of external factors, such as evolving labor market conditions and the increased incidence of ransomware attacks. The Committee also continued to review in-depth assessments of overall risk and control environment over significant financial reporting, operationalenvironments for several lines of business and compliance risks with a particular focus on strategic internal IT investment initiatives aimed at positioningfunctional areas, while also reviewing processes for evaluating loss reserves that are more difficult to estimate, as well as the CompanyCompany’s readiness to implement the new accounting standard for expanded growthlong duration insurance contracts beginning in its core businesses.”

2023."

Robert B. Allardice, III,Greig Woodring, Committee Chair since 2009

2022

Roles and Responsibilities

ROLES AND RESPONSIBILITIES

• Monitors Overseesthe integrity of ourthe company's financial statements

statements.

•Oversees our accounting, financial reporting and disclosure processes and theadequacy of management’s systems of internal control over financial reporting

reporting.

• MonitorsOversees the company's relationship with, and performance of, the independent registered public accounting firm’sfirm, including its qualifications and independence

independence.

• Monitors the performance Considers appropriateness of our internal audit function androtation of independent registered public accounting firm

firm.

• Monitors ourOversees the performance of the internal audit function.

•Oversees operational risk, business resiliency and cybersecurity.
•Oversees the company's compliance with legal and regulatory requirements and our Code ofEthics and Business Conduct

Conduct.

•Discusses with management policies with respect to risk assessment and risk management

management.

*

All The Board has determined that all members are “financially literate” within the meaning of the listing standards of the NYSE and “audit committee financial experts” within the meaning of the SEC’s regulations.

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15

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BOARD AND GOVERNANCE MATTERS

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

CURRENT MEMBERS:
C. Dominguez
T. Fetter
T. Roseborough
V. Ruesterholz
M. Winter (Chair)

MEETINGS IN 2022: 6

COMPENSATION
AND MANAGEMENT
DEVELOPMENT COMMITTEE

“In 2022, the Compensation and Management Development Committee focused on the Company’s continued human capital management progress with respect to attracting, retaining and developing talent; and maintaining a high performing culture. The Committee reviewed the Company’s talent strategy and its meaningful progress towards advancing its talent agenda, in particular the evolution of the Company’s DEI program and other strategic initiatives. The Committee also reviewed an executive leadership team retention assessment, succession and development plans, as well as CEO emergency succession plans.”

Members

T. Fetter (Chair)
T. Renyi
V. Ruesterholz
H. Swygert

Meetings in 2015: 7

“Talent development and succession planning remained top of mind in 2015 as we supported management on a number of key internal promotions, including a new General Counsel and a Chief of Marketing and Communications.”

Trevor Fetter,Matthew Winter, Committee Chair since 2013

2021

Roles and Responsibilities

ROLES AND RESPONSIBILITIES

•Oversees executive compensation and assists us in defining an executive totalcompensation policy

policy.

•Works with management to develop a clear relationship between pay levels,performance and returns to shareholders, and to align our compensation structurewith our objectives

objectives.

•Has the abilityauthority to delegate, and has delegated to the Executive Vice President, Human Resources, or her designee, responsibility for the day-to-day operations of ourauthority to carry out administrative responsibilities under incentive compensation plans and programs

plans.

•Has sole authority to retain, compensate and terminate any consulting firm used toevaluate and advise on executive compensation matters

matters.

•Considers independence standards required by the NYSE or applicable law in regardsprior to retaining compensation consultants, accountants, legal counsel or other advisors, prioradvisors.

•Reviews initiatives and progress in the area of human capital management, including an annual review of the diversity of the company’s workforce and diversity, equity and inclusion (“DEI”) programs, and of the company’s process and analysis for assessing pay equity.
• Reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to their retention

the CEO.

• In consultation Meets annually with a senior risk officer meets annually to discuss and evaluate whether incentive compensation arrangements create material risks to the company

Company.

• Retains responsibilityResponsible for compensation actions and decisions with respect tocertain senior executives, as described in theCompensation Discussion and Analysisbeginning on page 37

page 38.

FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE

CURRENT MEMBERS:
L. De Shon
C. Dominguez
T. Fetter
D. James
K. Mikells (Chair)
E. Reese
T. Roseborough
V. Ruesterholz
C. Swift
M. Winter
G. Woodring
MEETINGS IN 2022: 5

FINANCE, INVESTMENT
AND RISK MANAGEMENT
COMMITTEE

Members

R. Allardice
T. Fetter
K. Mikells
M. Morris
T. Renyi
J. Richardson
T. Roseborough
V. Ruesterholz
C. Strauss (Chair)
C. Swift
H. Swygert

Meetings“In 2022, FIRMCo regularly reviewed the macroeconomic outlook and its implications for the Company’s investment portfolio and insurance underwriting performance; emerging risks related to cyber insurance and the evolving external threat environment; property catastrophe exposures, particularly in 2015: 5

“In 2015, FIRMColight of potential climate change and severe weather; and insurance underwriting practices. The Committee also continued its focusreview of the COVID-19 pandemic’s effect on cyber risksthe risk profile of the Company, including impacts to insurance coverages and the potential impact both on The Hartfordlegal and its clients. In addition, we focused on macro events that affect our investment portfolio, including the decline in oil prices, the slowdown in China and the political crisis in Greece.regulatory environment.”

Charles B. Strauss,Kathryn Mikells, Committee Chair since 2009

2022

Roles and Responsibilities

ROLES AND RESPONSIBILITIES

•Reviews and recommends changes to enterprise policies governing managementactivities relating to major risk exposures such as market risk,risk; liquidity and capital requirements,requirements; insurance risks, including acts of terrorism and cybersecurity

changing climate or weather patterns; and any other risk that poses a material threat to the strategic viability of the company.


•Reviews ourthe company's overall risk appetite framework, which includes an enterprise riskappetite statement, risk preferences, risk tolerances, and an associated limitstructure for each of ourthe company's major risks

risks.

•Reviews and recommends changes to our financial, investment and riskmanagement guidelines

guidelines.

•Provides a forum for discussion among management and the entire Board of keyfinancial, investment, and risk management matters

matters.


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Board and Governance Matters

2023 Proxy Statement		19

BOARD AND GOVERNANCE MATTERS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Current Members:
L. De Shon
C. Dominguez
D. James
T. Roseborough (Chair)
V. Ruesterholz

MEETINGS IN 2022: 4

NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE

“With the retirement of two directors in the spring of 2022, the Nominating Committee successfully executed on its director succession planning protocols to identify candidates that would best complement the skills and attributes of the existing directors and position the Board to oversee the company's long-term strategy. Focusing on candidates with public company leadership experience in the financial services industry and financial acumen, the Committee's search culminated in the appointment of Edmund Reese, the Chief Financial Officer of Broadridge Financial Solutions, Inc.”

Members

M. Morris
T.Teresa Roseborough,
V. Ruesterholz
C. Strauss
H. Swygert (Chair)

Meetings in 2015: 3

“In response to feedback we received from shareholders during our annual engagement program, the Committee decided to further strengthen its Board evaluation process to include individual interviews with each director facilitated by the presiding director.”

H. Patrick Swygert, Committee Chair since 2013

2021

Roles and Responsibilities

ROLES AND RESPONSIBILITIES

•Advises and makes recommendations to the Board on corporate governance matters

matters.

•Considers potential nominees to the Board

Board.

•Makes recommendations on the organization, size and composition of the Boardand its committees

committees.

•Considers the qualifications, compensation and retirement of directors

directors.

•Reviews our policies and reports on political contributions

contributions.

• Reviews policies Oversees the establishment, management and programs that relateprocesses related to our social responsibility, sustainability, environmental stewardship, and political contributions

ESG activities.

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BOARD AND GOVERNANCE MATTERS

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THE BOARD’S ROLE AND RESPONSIBILITIES

BOARD RISK OVERSIGHT

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

The Board exercises its oversight function through its standing committees, each of which has primary risk oversight responsibility for all matters within the scope of its charter. Annually, each committee reviews and reassesses the adequacy of its charter and the Nominating Committee reviews all charters and recommends any changes to the Board for approval. The tablechart below provides examples of each committee’s risk oversight responsibilities.

 

BOARD OF DIRECTORS
AUDIT COMMITTEE
•Financial reporting
•Operational risk
•Cybersecurity
•Legal and regulatory compliance

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
• Compensation programs
• Talent acquisition, retention and development
• Succession planning
• Diversity, equity and inclusion (DEI) initiatives and pay equity practices
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
•Insurance risk
•Market risk
•Liquidity and capital requirements
•Climate risk
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
•Governance policies and procedures
•Board organization and membership
• ESG

In addition to

The Audit Committee discusses with management risk assessment and risk management policies. FIRMCo oversees the risks identified above,investment, financial, and risk management activities of the Finance, InvestmentCompany and Risk Management Committee has responsibility for oversight of all risks that do not fall within the oversight responsibility of any other standing committee. The Audit Committee discusses with management policies with respect toFIRMCo is also briefed on our risk assessment and risk management.

To assist the Board in discharging its oversight function, from time to time, the Board deems it advisable to form either a special committee or a working group to lead oversight of key strategic matters. Beginning in 2012, the Board established a Talcott Resolution Board Working Group (formerly known as the “Variable Annuity Working Group”) to discuss risks and mitigation strategies related to the company’s runoff life insurance and annuity businesses. This group, consisting of Robert Allardice, Julie Richardson, Virginia Ruesterholz and Charles Strauss, met five times in 2015.

At the management level, we have established an Enterprise Risk and Capital Committee (“ERCC”), which oversees the risk profile capital management and risk management practicesactivities.

With respect to cybersecurity risk oversight, senior members of the company. The ERCCour Enterprise Risk Management, Information Protection and Internal Audit functions provided detailed, regular reports on cybersecurity matters in 2022 to the Board primarily through the Finance, Investment and Risk ManagementAudit Committee, and also through interactions withwhich has principal responsibility for oversight of cybersecurity risk. In 2022, the Audit Committee.

Committee received five updates on cybersecurity matters. The topics covered by these reports included The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents (including assessments conducted by, or in conjunction with, third parties), as well as lessons learned from cybersecurity incidents and internal and external testing of our cyber defenses.

For a detailed discussion of management's day-to-day management of risks, including sources, impact and management of specific categories of risk, see Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2022.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
During 2022, the Board met 6 times, with each of the directors attending 75% or more of the aggregate number of meetings of the Board and the committees on which they served. We encourage our directors to attend the Annual Meeting of Shareholders, and all directors attended the virtual Annual Meeting of Shareholders held on May 18, 2022.
SHAREHOLDER ENGAGEMENT
Our Board and management value shareholder views and engage with shareholders in different ways throughout the year to solicit feedback. Management routinely speaks with analysts and investors at investor conferences and other formal events, as well as in group and one-on-one meetings. In addition, management engages with shareholders on governance, compensation and sustainability issues to understand their concerns and ensure alignment on our practices in these areas. In the fall of 2022, management reached out to shareholders representing approximately 58% of shares outstanding and had discussions with, or received written feedback from, shareholders representing approximately 43% of shares outstanding. Discussions with management continue to be very positive, with shareholders highly engaged and knowledgeable on the discussion topics and

ERCC Members

2023 Proxy Statement21

• CEO (Chair)

• President

• Chief Financial Officer

• Chief Risk Officer

BOARD AND GOVERNANCE MATTERS

• Chief Investment Officer

• General Counsel

• Others as deemed necessary by the ERCC Chair

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providing universally positive feedback with regard to our ESG practices and disclosures, board composition and effectiveness, and our compensation program design and metrics.

TALENT DEVELOPMENT AND SUCCESSION PLANNING

BackTalent development and succession planning are important parts of the Board’s governance responsibilities. The CEO and independent directors conduct an annual review of succession and continuity plans for the CEO. Succession planning includes the identification and development of potential successors, policies and principles for CEO selection, and plans regarding succession in the case of an emergency or the retirement of the CEO. Each year, the Compensation Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to Contents

the CEO. The Compensation Committee’s charter requires that it discuss the results of these reviews with the independent directors and/or the CEO. However, given the importance of the topic and the engagement of the full Board on the issue, all directors are invited to these sessions. The full Board routinely meets and Governance Matters

interacts with employees who have been identified as potential future leaders of the Company.
In recent years, the Board's robust talent development and succession planning efforts have resulted in the seamless and well-managed transition of internal candidates into the Company’s most senior roles, including the internal promotions of female executives to the roles of Controller; Head of Technology, Data, Analytics & Information Security; Chief Ethics and Compliance Officer; and Chief Claims Officer.

BUSINESS ETHICS AND CONDUCT

 

“Always act with integrity and honesty, and be accountable in everything you do.”
The Hartford's Code of Ethics and Business Conduct

Striving to do the right thing every day and in every situation is fundamental to our culture, and we are proud that we have been recognized eightreceived the following honors:

•Recognized fourteen times including in 2015, by The EthisphereEthisphere® Institute as one of the “World’s Most Ethical Companies.” Companies”
•Listed as the top-ranked insurance company on JUST Capital and CNBC's list of America's Most "JUST" Companies for 2023 for the fifth straight year, and
•Recipient of the 2023 Catalyst Award, the premier global recognition of organizational DEI initiatives that drive representation and inclusion for women

We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principalchief executive officer, principalchief financial officer and principal accounting officer.controller. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”) and a Code of Ethics and Political Compliance.. These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct. Effective in 2015, directors began toAll employees certify annually that they have read the Code and fully understand their responsibilities. Directors certify compliance with the Board Code of Ethics.

Ethics annually.

We provide our employees with a comprehensive and ongoing educational program, including courses on our Code of Ethics and Business Conduct, potential conflicts of interest, privacy and information protection, marketplace conduct, and ethical decision-making. Hotlines and online portals have been established for employees, vendors, or others to raise ethical concerns and employeespotential code violations, including through anonymous reporting. Employees are encouraged to speak up whenever they have an ethics-orientedethics or compliance concern or question, or problem.

and The Hartford's zero-tolerance policy for retaliation is strictly enforced.

SHAREHOLDER ENGAGEMENT

POLITICAL ACTIVITIES

In the fall of 2015, as part of the annual shareholder outreach program begun in 2011, management contacted shareholders representing approximately 50% of shares outstanding and had discussions with shareholders representing approximately 26% of shares outstanding. More shareholders declined calls than prior years, which we believe reflects lack of concern with our governance and compensation programs. As a result of shareholder feedback and an analysis of industry trends and best practices, the Nominating Committee took several important actions to enhance the company's corporate governance practices.

 

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ANNUAL BOARD SELF-ASSESSMENT PROCESS

The Nominating Committee oversees the Board evaluation process, leveraging a multi-step process to ensure an ongoing, rigorous assessment of the Board’s effectiveness. In response to shareholders’ interest for a robust and candid self-evaluation process, commencing in 2016, the Board augmented its self-evaluation process with individual one-on-one discussions led by the presiding director and a mid-year review of progress against goals.

Component

Actions

Annual Corporate Governance Review / Shareholder Engagement Program
(October to December)

The Nominating Committee performs an annual review of the company’s corporate governance policies and practices in light of best practices, recent developments and trends. In addition, the Nominating Committee reviews feedback on governance issues provided by shareholders during the company’s annual shareholder engagement program.

Board Self-Assessment Questionnaires
(February)

The governance review and shareholder feedback informs the Nominating Committee’s review and approval of written questionnaires that the Board and its standing committees use to help guide self-assessment. The Board’s questionnaire covers a wide range of topics, including the Board’s:

 ✓ fulfillment of its responsibilities under the Corporate Governance Guidelines;

 ✓ effectiveness in overseeing the company’s business plan, strategy and risk management;

 ✓ leadership structure and composition, including mix of experience, skills, diversity and tenure;

 ✓ relationship with management; and

 ✓ processes to support the Board’s oversight function.

The Board engages in a discussion guided by the self-assessment questionnaire and develops goals for the coming year.

New for 2016

One-on-One Discussions
(February to May)

In response to shareholder feedback received during the fall of 2015, the Board decided to augment its self-assessment process by introducing one-on-one candid discussions between the presiding director and each independent director on Board effectiveness, dynamics and areas for improvement. The presiding director meets with the Chairman of the Board and the Chairman of the Nominating Committee to discuss key themes that emerged during the discussions.

Board Evaluation and
Development of Goals
(May)

The presiding director leads a Board evaluation discussion in executive session guided by the Board’s self-assessment questionnaire and the key themes emerging from his one-on-one discussions. The Board identifies successes and areas for improvement from the prior Board year and establishes written goals for the year ahead.

Interim Review of Goals
(December)

The presiding director leads an interim review of progress made against the goals established during the Board evaluation discussion in May.

In addition to the full Board evaluation process set forth above, the standing committees of the Board undertake separate self-assessments based on written questionnaires, generally between February and July.

POLITICAL CONTRIBUTIONS AND LOBBYING EXPENDITURES

The Nominating Committee reviews the company'sCompany's political and lobbying policies and reports of political contributions and expenditures consistent with the company’s Code of Conduct.annually. As part of thisour Code of Ethics and Business Conduct, we do not givemake corporate contributions to political candidates or parties, and we require that no portion of our dues paid to trade associations be used for political contributions. We do allow the use of corporate resources for non-partisan political activity. Ouractivity, including voter education and registration. We have two political action committees (“PACs”), The Hartford Advocates Fund and The Hartford Advocates Federal Fund. The PACs are solely funded by voluntary contributions from eligible employees in management-level roles and directors. The PACs support candidates for federal and state office who are willing to listen to and understand our priorities, and promote practical, reasonable solutions to key public policy challenges. The PACs contribution guidelines have been expanded to include a focus on policymakers who demonstrate a record of operating in a bipartisan manner. The PACs also formalized a commitment to proactively educate lawmakers on The Hartford’s core values. Lastly, the PACs are driving increased transparency into our contribution strategy across the entire enterprise and its website includes information on: (1) contributions made by The Hartford's PACs; (2) our policy for politicalon corporate contributions for political purposespurposes; and information on(3) annual dues, assessments and contributions of $25,000 or more to trade associations and coalitions. To access our policy and report of 2015 contributions, please go to http://ir.thehartford.com under the heading “Corporate Governance” — “Governance Documents” — “Code of Ethics” — “Code of Ethics and Political Compliance.”

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Board and Governance Matters

ENVIRONMENT AND SUSTAINABILITY

The Hartford is a leader in sustainability and we are committed to operating in a socially responsible manner. As an eco-friendly insurance company, we recognize the clear consensus within the scientific community that climate change is of real and increasing concern. As an insurer, investor, employer, property owner and responsible corporate citizen, we are committed to understanding, managing and mitigating the risks associated with global climate change. In the past few years, we have undertaken a number of initiatives that exemplify our commitment, including installing electric vehicle charging stations to support electric car use, switching to more fuel efficient fleet vehicles, reducing our paper consumption and planting a community garden on The Hartford’s campus.

As a result of our efforts to operate in an environmentally and socially responsible manner, in 2015 the company received the following national recognitions:

 

To learn more, about The Hartford’s corporate responsibility and sustainability efforts, please access our latest Sustainabilitymost current Political Activities Report,, which presents at https://ir.thehartford.com/corporate-governance/political-engagement.


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BOARD AND GOVERNANCE MATTERS
SUSTAINABILITY PRACTICES
Our approach to sustainability is fundamental to who we are as a company. ESG is deeply embedded in our sustainabilityvalues, our operational approach, and our strategy. Our strategy rests on a foundation and track record of transparent, measurable goals and provides dataactions intended to secure long-term shareholder value and contribute to society at large. Our sustainability efforts address ESG impacts as well as exampleshighlighted in the following key areas:

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ENVIRONMENT

As an insurer we appreciate the risks that environmental challenges present to people and communities. Our 2050 net zero goal is indicative of that appreciation, and also a motivating force behind our work. As environmental stewards, we commit to mitigating climate change and building community resilience to its impacts.

SOCIAL | EMPLOYEES

Responsible growth depends on the attraction, retention and development of top-flight talent. That talent both requires and enables us to fulfill the needs and aspirations of the diverse customers and communities we serve.

SOCIAL | CUSTOMERS

Our top priority is to foster resiliency – bringing crucial support and peace of mind to our customers through the most challenging of times. Our insight-driven products and our commitment to empathetic, high-quality service are the keys to our customer approach.

GOVERNANCE

We are proud of our role as an industry leader in exhibiting outstanding governance practices and ethical standards, and we have fortified our sustainability governance model to reflect that standard and to prepare for the adaptive challenges that ESG will bring.

SOCIAL | COMMUNITY

Our commitment to our communities transcends the products and services we offer – it includes using our knowledge, data, people and resources to make positive contributions to society. Our community engagement focuses on advancing social equity, addressing the critical needs of our neighbors in our communities, enabling human achievement and supporting the causes our employees care about most.

2023 Proxy Statement23
BOARD AND GOVERNANCE MATTERS

We have a proud, purpose-driven history of our effortsESG performance. We’ve delivered on an action-oriented strategy, catalyzed by the setting and achievement of ambitious goals and intended to achieve those goals, at https://www.thehartford.com/about-us/environment.

BOARD AND SHAREHOLDER MEETING ATTENDANCE

The Board met seven times during 2015create long-term shareholder value and each of the directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or she served. The average attendance of all directors at Board and committee meetings was approximately 92%. We encourage our directors to attend the Annual Meeting of Shareholders, and all of our directors attended the Annual Meeting of Shareholders held on May 20, 2015, except Ms. Mikells, who had a scheduling conflict.

SELECTION OF NOMINEES FOR ELECTION TO THE BOARD

CRITERIA FOR NOMINATION TO THE BOARD OF DIRECTORS

The Nominating Committee is responsible for identifying and recommending to the Board candidates for Board membership. At the request of the Nominating Committee, we have retained an outside search firm to identify prospective Board nominees. The Nominating Committee also considers candidates suggested by its members, other Board members, management and shareholders.

The Nominating Committee evaluates candidates against the standards and qualifications set forth in our Corporate Governance Guidelines as well as other relevant factors as it deems appropriate, including the current composition of the Board and each candidate’s:

• 

experience and its relevance to our business and objectives;

• 

financial and accounting expertise;

• 

ability to meet the required independence criteria and avoid conflicts of interest;

• 

personal and professional ethics, integrity and values; and

• 

availability to attend Board meetings and to devote appropriate time to preparation for such meetings.

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In addition, the Nominating Committee considers the candidate’s potential contribution to the diversity of the Board. The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and will contribute positively to robust discussionsociety at meetings. The Nominating Committee considers diversitylarge.


We continue to make substantial progress on ESG matters, including the following highlights:

•Furthering our commitment to transparency in our ESG-related disclosures by:
▪Completing all major reporting – including TCFD, SASB, GRI and CDP
▪Releasing our Sustainability Highlight Report, our ESG Supplement and updating our ESG narrative and data on our website
▪Publishing EEO-1 data and goals with accountability for diversification of leadership ranks by 2030, and
▪Sharing our gender and people of color pay equity numbers
•In addition, we have taken the contextfollowing actions:
▪Built the foundation for achieving our 2050 net zero goal, with updates to shareholders on our strategy and progress
▪Made further progress on implementation of our 2019 Coal and Tar Sands Policy with respect to insuring and investing in coal and tar sands companies, ahead of targets
▪Continued to execute on our plan to invest $2.5 billion over the next five years in technologies, companies and funds that are advancing the energy transition and addressing climate change, and
▪On an enterprise level, we’ve continued to embed ESG principles and strategy into the businesses, balancing our commitment to maximizing shareholder returns with our obligation to manage and master the changes that ESG is bringing to our industry and beyond. From underwriting to claim to investment management, and including our supporting functions and operations, all parts of the BoardCompany have a role to play and are engaged
◦We’ve been recognized for our ESG performance in several ways, among them:
▪We were again named one of America’s Most JUST Companies, and #1 for environment in insurance
▪The Company received the Catalyst Award for our efforts and achievements in DEI
▪Seramount named us as among the Top 75 Companies for Executive Women
▪We were named one of Ethisphere’s World’s Most Ethical Companies for the fourteenth time, and
▪We were included as a wholeBest Place to Work for LGBTQ+ Equality, a Best Place to Work for Disability Inclusion, the Bloomberg Gender-Equality Index, and takes into account considerations relating to race, gender, ethnicity and the range of perspectives that the directors bring to their Board work. As part of its consideration of prospective nominees, the Board and the Nominating Committee monitor whether the directors as a group meet The Hartford’s criteria forMilitary-Friendly Company

For additional detail on our ESG efforts and performance, please access the composition of the Board, including diversity considerations.

BOARD NOMINATION PROCESS

 

SHAREHOLDER PROPOSED NOMINEES

The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Nominations for director candidates are closed for 2016. To recommend a candidate for our 2017 Annual Meeting, shareholders must deliver or mail their nomination submission to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. Nominations must be received by February 17, 2017 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownershipSustainability section of our stock.

website. Our most recent Sustainability Highlight Report, our reporting on net zero progress, and our TCFD, SASB, and EEO-1 reports are all available at: https://www.thehartford.com/about-us/corporate-sustainability.

ESG Governance
Under our Corporate Governance Guidelines, the full Board retains oversight responsibility for The Hartford's corporate reputation and ESG activities. Specifically, the Board has the goal of overseeing the company’s journey to operationalizing and embedding ESG into broader enterprise strategy – adapting to the continued rise of stakeholder capitalism and how business lines are managing ESG risks and seizing opportunities. In furtherance of that oversight, the Board receives and provides input on a "deep dive" report on at least one ESG topic annually. In addition to the Board's oversight responsibility of substantive ESG topics, the Nominating Committee retains oversight of the company’s governance framework and processes related to ESG activities.

In 2022, the Company undertook several important steps to fortify its sustainability governance framework. This included the appointment of our first Chief Sustainability Officer and the establishment of an Office of Sustainability, with experts dedicated to managing and facilitating ESG work across the enterprise. The company's Sustainability Governance Committee, a management committee comprised of senior leaders from across the enterprise, sets and helps drive execution of the company's sustainability strategy. The Sustainability Governance Committee was reconstituted in 2022 with increased C-level participation, and formal lines were built to dedicated ESG subcommittees aligned to our core ESG priorities, including climate risk, underwriting and investments, and DEI. This fortified structure lets us optimize our identification, assessment, and escalation of ESG risks and opportunities no matter where they arise.

The Sustainability Governance Committee meets six times a year. At a Board level, the Sustainability Governance Committee’s work is generally overseen by the Nominating Committee, although the Sustainability Governance Committee reports to the full Board at least annually.

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BOARD AND GOVERNANCE MATTERS
DIRECTOR COMPENSATION

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board, as described below.Board. Members of the Board who are employees of The Hartford or its subsidiaries are not compensated for service on the Board or any of its committees.

For the 2015-20162022-2023 Board service year, non-management directors received ana $110,000 annual cash retainer of $100,000 and a $160,000$180,000 annual equity grant of restricted stock units (“RSUs”).

ANNUAL CASH FEES

Cash compensation for the 2015-20162022-2023 Board service year beginning on May 20, 2015,18, 2022, the date of the 20152022 Annual Meeting of Shareholders, and ending on May 18, 2016,17, 2023, the date of the 20162023 Annual Meeting, is set forth below:

below. Directors may elect to defer all or part of the annual Board cash retainer and any Committee Chair or Lead Director cash retainer into RSUs, to be distributed as common stock following the end of the director’s Board service.

Annual Cash Compensation(1)

Director Compensation Program

Annual Retainer(2)

$100,000

110,000

Committee Chair Retainer

$35,000 – Audit
$25,000 – Audit Committee
FIRMCO, Compensation
$25,00020,000 – Finance, Investment and Risk Management Committee
$25,000 – Compensation and Management Development Committee
$10,000 – Nominating Committee

PresidingLead Director Retainer

$25,000

Talcott Resolution Board Working Group Stipend(3)

$10,000

(1)

Directors may elect to defer all or part of the annual Board cash retainer and any Committee Chair or presiding director cash retainer into RSUs, to be distributed as common stock following the end of the director’s Board service.

(2)

Directors who join the Board during the Board service year receive a pro rata portion of the annual cash retainer.

(3)

A group of directors dedicated to discussing with management ongoing activities to effectively manage the run-off of our variable annuity business. See page 18 for more details.

40,000

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ANNUAL EQUITY GRANT

In 2015,2022, directors received an annual equity grant of $160,000,$180,000, payable solely in RSUs pursuant to The Hartford 20142020 Stock Incentive Stock Plan. Outstanding RSUs are credited with dividend equivalents equal to dividends paid to holders of our common stock.

The RSUs were granted on July 29, 2015, the first dayDirectors may not sell, exchange, transfer, pledge, or otherwise dispose of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2015. The number of RSUs of each award was determined by dividing $160,000 by $47.67, the closing price of our common stock as reported on the NYSE on the date of the award. Directors who join the Board during the Board service year receive a pro rata portion of the annual RSU award.

RSUs.

The RSUs vest and will beare distributed as common stock at the end of the Board service year, unless the director has elected to defer distribution until the end of Board service. Directors may not sell, exchange, transfer, pledge, or otherwise dispose of the RSUs awarded. Resignation from the Board will result in a forfeiture of all unvested RSUs at the time of such resignation unless otherwise determined by the Compensation and Management Development Committee. However, RSUs will automatically vest upon the occurrence of any of the following events: (a) retirement from service on the Board in accordance with our Corporate Governance Guidelines,Guidelines; (b) death of the director,director; (c) total disability of the director, as defined in the 2014 Incentive Stock Plan,director; (d) resignation by the director under cases of special circumstances where the Compensation and Management Development Committee, in its sole discretion, consents to waive the remaining vesting period,period; or (e) a “change of control,” as defined in the 20142020 Stock Incentive Stock Plan.

Outstanding RSUs are credited with dividend equivalents equal to dividends paid to holders of our common stock.

OTHER

We provide each director with $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage while he or she servesthey serve on the Board. We also reimburse directors for travel and related expenses they incur in connection with their Board and committee service.

STOCK OWNERSHIP GUIDELINES AND RESTRICTIONS ON TRADING

The Board has established stock ownership guidelines for each director to obtain, by the third anniversary of the director’s appointment to the Board, an ownership position in our common stock equal to five times his or herthe total annual cash retainer (including cash retainers paid for committee chair or presiding directorLead Director responsibilities). All directors with at least three years of Board service met the stock ownership guidelines as of December 31, 2015.

2022.

Our insider trading policy prohibits allcontains a robust prohibition against directors engaging in hedging, activities by directors,monetization, derivative, speculative and similar transactions involving company securities, including holding stock in a margin account or pledging stock as collateral for a loan, and permits directors to engage in transactions involving The Hartford's equity securities only throughthrough: (1) a pre-established trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934,1934; or (2) during “trading windows” of limited duration followingfollowing: (a) the filing withpublic release of the SEC of our periodic reports on Forms 10-KCompany's financial results for the most recently completed fiscal period, and 10-Q and following(b) a determination by the companyCompany that the director is not in possession of material non-public information. Even if pre-clearance is granted, directors must make an independent determination that they do not possess material non-public information. In addition, our insider trading policy grants us the ability to suspend trading of our equity securities by directors.

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DIRECTOR SUMMARY COMPENSATION TABLE

We paid the following compensation to directors for the fiscal year ended December 31, 2015.

2022.
             

Name

Fees Earned or
Paid in Cash
($)

Stock Awards
($)(1)

All Other
Compensation
($)

Total
($)

Robert Allardice(2)

 

135,000

  

160,000

  

2,001

  

297,001

 

Trevor Fetter

 

125,000

  

160,000

  

870

  

285,870

 

Kathryn A. Mikells

 

-

  

260,000

  

753

  

260,753

 

Michael G. Morris

 

-

  

260,000

  

2,001

  

262,001

 

Thomas Renyi

 

-

  

285,000

  

1,878

  

286,878

 

Julie G. Richardson(2)

 

10,000

  

260,000

  

630

  

270,630

 

Teresa W. Roseborough(3)

 

116,700

  

186,700

  

864

  

304,264

 

Virginia P. Ruesterholz(2)

 

10,000

  

260,000

  

630

  

270,630

 

Charles B. Strauss(2)

 

135,000

  

160,000

  

2,826

  

297,826

 

H. Patrick Swygert

 

110,000

  

160,000

  

2,949

  

272,949

 

Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)		Total
($)
Larry D. De Shon110,000180,0001,268291,268
Carlos Dominguez110,000180,0001,268291,268
Trevor Fetter150,000180,0001,268331,268
Donna James110,000180,0002,000292,000
Kathryn A. Mikells135,000180,000992315,992
Edmund Reese(3)
64,400105,300514170,214
Teresa W. Roseborough130,000180,0001,268311,268
Virginia P. Ruesterholz110,000180,0001,268291,268
Matthew E. Winter135,000180,0002,000317,000
Greig Woodring145,000180,0002,948327,948
(1)Directors Dominguez and Fetter each elected to receive vested RSUs in lieu of cash compensation. The vested RSUs will be distributed as common stock following the end of the director's Board service.
(2)These amounts reflect the aggregate grant date fair value of RSU awards granted during the fiscal year ended December 31, 2022.
(3)Director Reese received a pro-rated annual cash retainer of $64,400 upon his appointment to the Board on October 17, 2022. Director Reese elected to receive vested RSUs in lieu of cash compensation. The vested RSUs will be distributed as common stock following the end of his Board service. Director Reese also received a pro-rated restricted stock unit award valued at $105,300 on October 31, 2022, the second trading day following the filing of the Company’s Form 10-Q for the quarter ended September 30, 2022.

(1)

The amounts shown in this column reflect the aggregate grant date fair value of restricted stock and RSU awards granted during the fiscal year ended December 31, 2015. On April 29, 2015, following her appointment to the Board, Ms. Roseborough received a pro-rated restricted stock grant for the 2014-2015 Board service year valued at $26,700 based on the closing stock price of $41.37. This award vested and distributed on May 20, 2015 at the same time as the other director grants for the 2014-2015 Board service year. All other grants occurred on July 29, 2015 and consisted of RSUs, valued based on the closing stock price of $47.67. For directors Mikells, Morris, Renyi, Richardson and Ruesterholz, the amounts shown reflect both the 2015-2016 annual equity awards and the grant date value of vested RSUs each director elected to receive in lieu of fees paid in cash. These units will earn dividend equivalents and be distributed as shares of the company's common stock at the end of the director's Board service.

(2)

A $10,000 stipend for service in the Talcott Resolution Board Working Group was paid to directors Allardice, Richardson, Ruesterholz and Strauss.

(3)

Ms. Roseborough received a pro-rated annual cash retainer of $16,700 upon her appointment to the Board on April 1, 2015 for the 2014-2015 Board service year.

DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY

The following table shows the number and value of unvested equity awards outstanding as of December 31, 2015.2022. The value of these unvested awards is calculated using a market value of $43.46,$75.83, the NYSE closing price per share of our common stock on December 31, 2015.30, 2022. The numbers have been rounded to the nearest whole dollar or share.

          

 

 

Stock Awards

 

Name

Stock
Grant Date

Number
of Shares or
Units of Stock
That Have Not
Vested (#)(1) 

Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)

Robert Allardice 

 

7/29/2015

  

3,372

  

146,547

 

Trevor Fetter 

 

7/29/2015

  

3,372

  

146,547

 

Kathryn A. Mikells 

 

7/29/2015

  

3,372

  

146,547

 

Michael G. Morris 

 

7/29/2015

  

3,372

  

146,547

 

Thomas Renyi 

 

7/29/2015

  

3,372

  

146,547

 

Julie G. Richardson 

 

7/29/2015

  

3,372

  

146,547

 

Teresa W. Roseborough 

 

7/29/2015

  

3,372

  

146,547

 

Virginia P. Ruesterholz 

 

7/29/2015

  

3,372

  

146,547

 

Charles B. Strauss 

 

7/29/2015

  

3,372

  

146,547

 

H. Patrick Swygert 

 

7/29/2015

  

3,372

  

146,547

 

 
Stock Awards(1) 
Name
Stock
Grant Date(2)
Number
of Shares or
Units of Stock
That Have Not
Vested (#)(3) 
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
Larry D. De Shon8/1/20222,854216,419
Carlos Dominguez8/1/20222,854216,419
Trevor Fetter8/1/20222,854216,419
Donna James8/1/20222,854216,419
Kathryn A. Mikells8/1/20222,854216,419
Edmund Reese10/31/20221,454110,257
Teresa W. Roseborough 8/1/20222,854216,419
Virginia P. Ruesterholz 8/1/20222,854216,419
Matthew E. Winter8/1/20222,854216,419
Greig Woodring8/1/20222,854216,419
(1)Additional stock ownership information is set forth in the beneficial ownership table on page 75.
(2)The RSUs were granted on August 1, 2022, the second trading day following the filing of our Form 10-Q for the quarter ended June 30, 2022.
(3)The number of RSUs for each award was determined by dividing $180,000 by $63.43, the closing price of our common stock as reported on the NYSE on the date of the award. For Director Reese, the number of RSUs was determined by dividing $105,300 by $72.41, the closing price of our common stock as reported on the NYSE on the date of the award. The number shown also reflects dividend equivalents credited to outstanding RSUs. The RSUs will vest on May 17, 2023, and will be distributed at that time in shares of the Company’s common stock unless the director had previously elected to defer distribution of all or a portion of their annual RSU award until the end of Board service.  Directors Dominguez, Fetter, James and Reese have made elections to defer distribution of 100% of their RSU award.

(1)

26

The annual RSU award granted on July 29, 2015 will vest on the earlier of (i) the last day of the Board service year or (ii) the first anniversary of the award grant date, and will be distributed at that time in shares of the company’s common stock unless the director had previously elected to defer distribution of all or a portion of his or her annual RSU award until the end of Board service.  Directors Fetter, Mikells, Morris, Renyi, Richardson, Ruesterholz and Swygert have made elections to defer distribution of 100% of their award.

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Board and Governance Matters

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board has adopted a Policy for the Review, Approval or Ratification of Transactions with Related Persons. This policy requires our directors and Section 16 executive officers to promptly disclose any actual or potential material conflict of interest to the Chair of the Nominating Committee and the Chairman of the Board for evaluation and resolution. If the transaction involves a Section 16 executive officer or an immediate family member of a Section 16 executive officer, the matter must also be disclosed to our General Auditor or Director of Compliance for evaluation and resolution.

We did not have any transactions requiring review under this policy during 2015.

2022.

COMMUNICATING WITH THE BOARD

Shareholders and other interested parties may communicate with directors by contacting theDonald C. Hunt, Senior Vice President and Corporate Secretary atof The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. The Senior Vice President and Corporate Secretary will relay appropriate questions or messages to the directors. Only items related to the duties and responsibilities of the Board will be forwarded.

Anyone interested in raising a complaint or concern regarding accounting issues or other compliance matters directly with the Audit Committee may do so anonymously and confidentially by contacting EthicsPoint:

By internet

By telephoneBy mail
Image42.jpg

By telephone

Image43.jpg

By mail

Image44.jpg

Visit 24/7

www.ethicspoint.com

1-866-737-6812 (U.S. and Canada)

1-866-737-6850 (all other countries)

The Hartford c/o EthicsPoint

P.O. Box 230369

Portland, Oregon 97281

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BOARD AND GOVERNANCE MATTERS

DIRECTOR NOMINEES

Eleven individuals will be nominated for election as directors at the Annual Meeting. The terms of office for each elected director will run until the next annual meeting of shareholders and until his or hertheir successor is elected and qualified, or until his or hertheir earlier death, retirement, resignation or removal from office.

In accordance with our Corporate Governance Guidelines, each director has submitted a contingent, irrevocable resignation that the Board may accept if the director fails to receive more votes “for” than “against” in an uncontested election. In that situation, the Nominating Committee (or another committee comprised of at least three non-management directors) would make a recommendation to the Board about whether to accept or reject the resignation. The Board, not including the subject director, will act on this recommendation within 90 days from the date of the Annual Meeting, and we will publicly disclose the Board's decision publicly promptly thereafter.

If for any reason a nominee should become unable to serve as a director, either the shares of common stock represented by valid proxies will be voted for the election of another individual nominated by the Board, or the Board will reduce the number of directors in order to eliminate the vacancy.

The Nominating Committee believes that each director nominee has an established record of accomplishment in areas relevant to our business and objectives, and possesses the characteristics identified in our Corporate Governance Guidelines as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment. Other experience, qualifications and skills the Nominating Committee looks for include the following:

Experience / Qualification

Relevance to The Hartford

Leadership

Experience in significant leadership positions provides us with new insights, and demonstrates key management disciplines that are relevant to the oversight of our business.

Insurance and Financial Services Industry

Industries

Extensive experience in the insurance and financial services industryindustries provides an understanding of the complex regulatory and financial environment in which we operate and is highly important to strategic planning and oversight of our business operations.

Digital/Technology

Digital and technology expertise is important in light of the speed of digital progress and the development of disruptive technologies both in the insurance industry and more broadly.
Corporate Governance

An understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests.

Risk Management

Risk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.

Finance and Accounting

Finance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.

Business Operations and Strategic Planning

An understanding of business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan and business strategy.

Regulatory

An understanding of laws and regulations is important because we operate in a highly regulated industry and we are directly affected by governmental actions.

TalentHuman Capital Management

We place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives.

The Nominating Committee believes that our current Board is a diverse group whose collective experiences and qualifications bring a variety of perspectives to the oversight of The Hartford. All of our directors hold, or have held, senior leadership positions in large, complex corporations educational institutions and/or charitable and not-for-profit organizations. In these positions, they have demonstrated their leadership, intellectual and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities on our Board. Their roles in these organizations also permit them to offer senior management a diverse range of perspectives about the issues facing a complex financial services company like The Hartford. Key qualifications, skills and experience our independent directors bring to the Board that are important to the oversight of The Hartford are identified and described below.

in the matrix and nominee biographies below:



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Board and Governance Matters

Independent Director:Larry
De Shon		Carlos DominguezTrevor FetterDonna JamesKathryn MikellsEdmund ReeseTeresa RoseboroughVirginia RuesterholzMatthew WinterGreig Woodring
COMPETENCIES
Public Company CEO/ President Experience✓✓✓✓✓✓
CFO Experience/Finance and Accounting✓✓✓✓✓✓✓
Leadership Experience✓✓✓✓✓✓✓✓✓✓
Insurance Industry Experience✓✓✓✓
Financial Services Industry Experience✓✓✓✓✓
Digital/ Technology✓✓✓✓
Corporate Governance✓✓✓✓✓✓✓✓✓✓
Risk Management✓✓✓✓✓✓✓✓✓✓
Business Operations/ Strategic Planning✓✓✓✓✓✓✓✓✓✓
Regulatory✓✓✓✓✓✓✓✓
Human Capital Management✓✓✓✓✓✓✓✓✓✓


ROBERT B. ALLARDICE, III

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LARRY D. DE SHONINDEPENDENT

Professional highlights:

Age: 69

• Avis Budget Group, Inc.

Director Since: 2008

–President (2017-2019)

Independent

–Chief Executive Officer and Chief Operating Officer (2016-2019)

Committees: Audit (Chair); Finance, Investment–President and Risk Management

Chief Operating Officer (Oct. 2015-Dec. 2015)

Other Public Company Directorships:
Ellington Residential Mortgage REIT (2013-present); GasLog Partners LP (2014-present)

–President, International (2011-Oct. 2015)
–Executive Vice President, Operations (2006-2011)
• UAL Corporation (parent of United Airlines)
–Positions of increasing responsibility, including Senior Vice President positions in marketing, on-board service and global airport operations (1978-2006)

Select QualificationsDirector since: 2020

Age: 63
Committees:
• Audit
• FIRMCo
• Nominating
Other public company directorships:
•United Rentals, Inc. (2021-present)
•Air New Zealand (2020-present)
•Avis Budget Group, Inc. (2015-2019)

Skills and Skills:

qualifications relevant to The Hartford:
As a former chief executive officer and director of Avis Budget Group, Mr. De Shon provides extensive leadership and corporate governance experience, deep operating skills and international expertise. He has successfully led organizations through times of disruption and global transformations, developed innovative solutions to strengthen his companies’ positions in the marketplace and modernized systems for better customer and employee experiences. At Avis Budget Group Mr. De Shon created the first end-to-end digital car rental experience, migrated the platform to the cloud, and built one of the largest connected car fleets in the world. In addition, he oversaw businesses in Europe, the Middle East, Africa, Asia, Australia and New Zealand. Prior to joining Avis, Mr. De Shon had a 28-year career with United Airlines, most recently leading an organization of 23,000 employees in 29 countries.







Leadership: Served
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BOARD AND GOVERNANCE MATTERS
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CARLOS DOMINGUEZINDEPENDENT
Professional highlights:
• Sprinklr Inc.
–Vice Chairman of the Board and Lead Evangelist (2020-2022)
–President (2015-2020)
–Chief Operating Officer (2015-2018)
• Cisco Systems, Inc.
–Senior Vice President, Office of the Chairman and Chief Executive Officer (2008-2015)
–Senior Vice President, Worldwide Service Provider Operations (2004-2008)
–Vice President, U.S. Network Services Provider Sales (1999-2004)
–Positions of increasing responsibility in operations and sales (1992-1999)
Director since: 2018
Age: 64
Committees:
• Compensation
• FIRMCo
• Nominating
Other public company directorships:
•PROS Holdings, Inc. (2020-present)
•Medidata Solutions, Inc. (2008-2019)
Skills and qualifications relevant to The Hartford:
Mr. Dominguez has more than 30 years of enterprise technology experience. He provides extensive and relevant digital expertise as The Hartford focuses on data analytics and digital capabilities to continuously improve the way it operates and delivers value to customers. As President of Sprinklr Inc., Mr. Dominguez guided strategic direction and led the marketing, sales, services, and partnerships teams for a leading social media management company. Prior to joining Sprinklr, he spent seven years as a technology representative for the Chairman and CEO of Cisco Systems, Inc. In this role, Mr. Dominguez engaged with senior leader for multiple large, complex financial institutions, includingexecutives in the Fortune 500 and government leaders worldwide, sharing insights on how to leverage technology to enhance and transform their businesses. In addition, he led the creation and implementation of Cisco's Innovation Academy, which delivered innovation content to Cisco employees globally.

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TREVOR FETTERINDEPENDENT — LEAD DIRECTOR
Professional highlights:
• Senior Lecturer, Harvard Business School (Jan. 2019-present)
• Tenet Healthcare Corporation
–Chairman (2015-2017)
–Chief Executive Officer (2003-2017)
–President (2002-2017)
• Chairman and Chief Executive Officer, Broadlane, Inc. (2000-2002)
• Chief Financial Officer, Tenet Healthcare Corporation (1996-2000)
Director since: 2007
Age: 63
Committees:
• Compensation
• FIRMCo
Other public company directorships:
•None
Skills and qualifications relevant to The Hartford:
Mr. Fetter has nearly two decades of experience as regional chief executive officer of Deutsche Bank Americas Holding Corporation, Northpublic and South America.

Financial Services Industry: Over 35 yearsprivate companies. He has demonstrated his ability to lead the management, strategy and operations of experience in the financial services industry, includingcomplex organizations. As a Senior Lecturer at the senior executive officer level.

Finance and Accounting: Experience leading capital markets-based businesses relevant to the oversight of our investment management firmHarvard Business School, he teaches leadership and corporate finance activities. The Board has determined that Mr. Allardice meets the SEC’s criteria of an audit committee “financial expert.”

Regulatory: Experience in a highly regulated industry, including interfacing with regulatorsaccountability and establishing governance frameworks relevant to the oversight of our business.

Corporate Governance: Directorfinancial reporting and audit committee member for several large companies including Vanguard Car Rental; Carlyle Capital Corp.; Citibank (South Dakota), NA; Ellington Housing, Inc. REIT; Ellington Residential Mortgage REIT; and GasLog Partners LP. Has served as chairman of the Board’s Audit Committee since 2009.

 

TREVOR FETTER

Age: 56

Director since: 2007

Independent

Committees: Compensation and Management Development (Chair); Finance, Investment and Risk Management

Other Public Company Directorships:
Tenet Healthcare Corporation (2003-present)

Select Qualifications and Skills:

Leadership: Over a decade of experience as the president and chief executive officer of Tenet Healthcare Corporation, a publicly-traded healthcare company.

Finance and Accounting: Significantcontrol. He provides significant experience in corporate finance and financial reporting acquired through senior executive finance roles, including as a chief financial officer of a publicly-tradedpublicly traded company.

Business Operations and Strategic Planning: Seasoned chief executive officer with responsibility for leading the strategy and managing the operations of a complex organization.

Regulatory: Experience He has experience navigating complex regulatory frameworks as the president and chief executive officer of a highly-regulated, publicly-tradedpublicly traded healthcare company.

Corporate Governance: Corporate Since 2017, Mr. Fetter has served as The Hartford's lead director, providing strong independent Board leadership. He also has extensive corporate governance expertise from his service as director of large public companies, including four years as Chairman of the Board’s Nominating and Corporate Governance Committee.

 









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BOARD AND GOVERNANCE MATTERS

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KATHRYN A. MIKELLS

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DONNA A. JAMES INDEPENDENT

Professional highlights:

Age: 50

• Lardon & Associates, LLC

–President and Chief Executive Officer (2006-present)

• Nationwide Mutual Insurance and Financial Services
–President, Nationwide Strategic Investments (2003-2006)
–Positions of increasing responsibility, including Executive Vice President – Chief Administrative Officer; Co-President Shared Services; Executive Vice President Human Resource; and Vice President Office of the Chief Executive Officer (1993-2003)
Director since: 2010

2021

Independent

Age: 65

Committees: Audit; Finance, Investment

• Audit
• FIRMCo
• Nominating

Other public company directorships:
•Boston Scientific, Inc. (2015-present)*
•Victoria's Secret (2021-present)
•American Electric Power (2022-present)
•L Brands, Inc. (2003-2021)


Skills and Risk Management Committee

qualifications relevant to The Hartford:
Ms. James brings to the Board extensive insurance-industry experience in a range of functions, including accounting, investing, operations, treasury and human resources. She is president and CEO of Lardon & Associates, a business-advisory firm specializing in corporate governance, new business development, strategy, and financial and risk management. She had a 25-year career with Nationwide Mutual Insurance Company, culminating in the role of president of strategic investments. Before that, she held a variety of positions, including chief administrative officer, chief human resources officer, assistant to the CEO and director of operations and treasury services. Ms. James has significant corporate governance experience by virtue of her service on several major public company boards, including as audit committee chair.
*Ms. James is not standing for re-election at Boston Scientific, Inc.'s 2023 Annual Meeting.

Other Public Company Directorships:
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KATHRYN A. MIKELLSINDEPENDENT
Professional highlights:
• Chief Financial Officer, Exxon Mobile Corporation (2021-present)
• Chief Financial Officer, Diageo plc (2015-present)

(2015-2021)
• Chief Financial Officer, Xerox Corporation (2013-2015)
• Chief Financial Officer, ADT Security Services (2012-2013)
• Chief Financial Officer, Nalco Company (2010-2011)
• UAL Corporation (parent of United Airlines)
–Chief Financial Officer, Executive Vice President (2008-2010)
–Head of Investor Relations (2007-2008)
–Vice President, Financial Planning and Analysis (2006-2007)
–Treasurer (2005-2006)

Select QualificationsDirector since: 2010

Age: 57
Committees:
• Audit
• FIRMCo (Chair)
Other public company directorships:
•Diageo plc (2015-2021)
Skills and Skills:

Leadership: Experiencequalifications relevant to The Hartford:

Ms. Mikells has extensive experience in a variety of executive management positions, with a focus on leading the finance function of global organizations.

Finance and Accounting: Significant She has significant experience in corporate finance and financial reporting acquired through senior executive roles in finance, including as a chief financial officer of multiple publicly-tradedpublicly traded companies. The Board has determined that Ms. Mikells meets the SEC’s criteria of an audit committee “financial expert.”

Business Operations and Strategic Management: Strongprovides strong management and transformational skills, demonstrated during ADT’s successful transition into an independent company, andas well as significant mergers and acquisitions experience acquired through the sale of NacloNalco to Ecolab and the merger of United Airlines with Continental Airlines.

Risk Management: Demonstrated She has demonstrated risk management skills as a leader responsible for financial and corporate planning for domestic and international organizations.

Talent Management: Strong In addition, Ms. Mikells has strong talent development skills acquired through years of leading global finance divisions.

 




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BOARD AND GOVERNANCE MATTERS

MICHAEL G. MORRIS

Edmund Reese 600 x 750.jpg

EDMUND REESE INDEPENDENT

Professional highlights:

Age: 69

• Broadridge Financial Solutions, Inc.

         – Chief Financial Officer (2020-present)

• American Express Company
          – Chief Financial Officer, Global Consumer Services
              & Senior Vice President (2019-2020)
          – Positions of increasing responsibility in investor
              relations, consumer services, and finance
              (2009-2019)
• Merrill Lynch & Co., Inc.
–Client Coverage Group: US Advisory Director, since: 2004

Chief Financial Officer (2007-2009)

Independent

–Positions of increasing responsibility in banking, investments, and finance (2005-2007)

Committees: Audit; Finance, Investment• Citigroup Smith Barney

            – Corporate Client Group/Stock Plan Services: Vice
                President & Chief Financial Officer (2003-2005)
            – Positions of increasing responsibility in strategy
                and Risk Management; Nominating and Corporate Governance

finance (1998-2003)

Other Public Company Directorships:
Alcoa, Inc. (2002-present); American Electric Power Company, Inc. (2004-2014); L Brands, Inc. (2012-present); Spectra Energy (2013-present)


Select QualificationsDirector since: 2022

Age: 48
Committees:
• Audit
• FIRMCo
Other public company directorships:
•None
Skills and Skills:

Leadership: Over two decadesqualifications relevant to The Hartford:

Mr. Reese is the chief financial officer for Broadridge Financial Solutions, Inc., a global fintech leader that helps clients transform their businesses with technology solutions that power trading, investor communications and corporate governance. Previously, he served as Chief Financial Officer and Senior Vice President of experience as chief executive officer and president of multiple publicly-traded companiesAmerican Express Company’s Global Consumer Services division, where he played a key role in the highly regulated energy industry.

Financesuccess of the consumer business. His extensive senior leadership experience with several trusted and Accounting: In additionadmired companies demonstrates his ability to overseeinglead the financial matters in his roles as chairman, president and CEO of AEP, and as chairman, president and CEO of Northeast Utilities, has served on the audit committees of several publicly traded companies including The Hartford and Alcoa. The Board has determined that Mr. Morris meets the SEC’s criteria of an audit committee “financial expert.”

Business Operations and Strategic Planning: Significant experience as a senior leader responsible for the strategic direction and management of complex global organizations. He brings to the Board deep experience in areas relevant to our business, including investments, financial reporting, strategic planning, operations in the energy and gas industry.

Regulatory: Proven skills interacting with governmental and regulatory agencies acquired through years of leading various multi-national organizations in energy and gas industry, serving on the U.S. Department of Energy’s Electricity Advisory Board, the National Governors Association Task Force on Electricity Infrastructure, the Institute of Nuclear Power Operations and as Chair of the Business Roundtable’s Energy Task Force.

Corporate Governance: Corporate governance expertise from service as a director and member of the audit, compensation, finance, risk management and nominating/governance committees of various publicly-traded companies.

product launches.

 




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Board and Governance Matters

THOMAS A. RENYI

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TERESA WYNN ROSEBOROUGH INDEPENDENT

Professional highlights:

Age: 70

• Executive Vice President, General Counsel and Corporate Secretary, The Home Depot (2011-present)

Director since: 2010

• Senior Chief Counsel Compliance & Litigation and Deputy General Counsel, MetLife, Inc. (2006-2011)

Independent

• Partner, Sutherland, Asbill & Brennan LLP (1996-2006)

Committees: Compensation and Management Development; Finance, Investment and Risk Management

Other Public Company Directorships:
Public Service Enterprise Group (2003-present); Royal Bank• Deputy Assistant Attorney General, Office of Canada (2013-present)

Legal Counsel, U.S. Department of Justice (1994-1996)

Select Qualifications and Skills:

Director since: 2015

Leadership: Served as chief executive officer of a global banking organization for nearly a decade.

Age: 64

Financial Services Industry: Over 40 years of experience in the financial services industry, both domestic and global, including serving as Chairman and Chief Executive Officer of The Bank of New York Company, Inc. and the Bank of New York for 10 years.

Committees:

Finance and Accounting: Strong financial expertise acquired through key leadership roles at financial services companies, including in areas such as credit policy, securities servicing, capital markets and domestic and international banking.

• Compensation

Business Operations and Strategic Planning: Managed operations and set strategic direction as a senior leader of complex financial services companies; led the successful integration initiatives related to two major mergers.

• FIRMCo

Corporate Governance: Corporate governance expertise from service as chairman and director of large, financial• Nominating (Chair)

Other public companies.

company directorships:

 

JULIE G. RICHARDSON

•None

Age: 52

Director since: 2014

Independent

Committees: Audit; Finance, InvestmentSkills and Risk Management

Other Public Company Directorships:
Stream Global Services, Inc.(2009-2012); VEREIT, Inc. (2015-present)

Select Qualifications and Skills:

Leadership: Previously led management of Providence Equity Partners' New York Office as partner and headed JPMorgan's Global Telecommunications, Media and Technology group.

Financial Services Industry: Over 25 years of financial services experience as a banker and investment professional at some of the world’s largest financial services firms.

Finance and Accounting: Significant experience in financial analysis and capital markets acquired as a senior leader at global financial services institutions.qualifications relevant to The Board has determined that Ms. Richardson meets the SEC’s criteria of an audit committee “financial expert.”

Risk Management: Extensive risk management skills acquired through a long and distinguished career leading both private and public financial investment organizations.

Talent Management: Experience leading and managing large, global teams at multiple organizations.

 

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Hartford:

TERESA WYNN ROSEBOROUGH

Age: 57

Director since: 2015

Independent

Committees: Finance, Investment and Risk Management; Nominating and Corporate Governance

Other Public Company Directorships:
None

Select Qualifications and Skills:

Leadership: OverMs. Roseborough has over two decades of experience as a senior legal advisor in government, law firm and corporate settings.

Risk Management: Significant She has experience as a senior leader responsible for corporate compliance matters at large-cap publicly-tradedmajor publicly traded companies and as an attorney focused on complex litigation matters, including before the U.S. Supreme Court.

Regulatory: Extensive She provides extensive regulatory experience acquired as a government attorney providing legal counsel to the White House and all executive branch agencies.

Corporate Governance: Corporateagencies, as well as corporate governance expertise from service as General Counsel and Corporate Secretary of a publicly-traded company.

Financial Services Industry: In depth Ms. Roseborough also has in-depth knowledge of the financial services industry gained through senior legal positions at MetLife, Inc., a major provider of insurance annuities and employee benefits.

 



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BOARD AND GOVERNANCE MATTERS

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VIRGINIA P. RUESTERHOLZ

INDEPENDENT

Professional highlights:

Age: 54

• Verizon Communications, Inc.

Director since: 2013

–Executive Vice President (Jan. 2012-Jul. 2012)

Independent

–President, Verizon Services Operations (2009-2011)

Committees: Compensation–President, Verizon Telecom (2006-2008)

–President, Verizon Partner Solutions (2005-2006)
• Positions of increasing responsibility in operations, sales and Management Development Committee; Finance, Investment and Risk Management; Nominating and Corporate Governance

Other Public Company Directorships:
Frontier Communications Corporation (2013-present)

customer service, New York Telephone (1984-2005)

Select QualificationsDirector since: 2013

Age: 61
Committees:
• Compensation
• FIRMCo
• Nominating
Other public company directorships:
•Bed Bath & Beyond Inc. (2017-2022)
•Frontier CommunicationsCorporation (2013-2019)
Skills and Skills:

Leadership: Heldqualifications relevant to The Hartford:

Ms. Ruesterholz has held a variety of senior executive positions, including as Executive Vice President at Verizon Communications and President of the former Verizon Services Operations.

Business Operations As a senior leader of a Fortune 100 company, she has held principal oversight responsibility for key strategic initiatives, navigated the regulatory landscape of large-scale operations, and Strategic Planning: Vastled an organization with over 25,000 employees. Ms. Ruesterholz provides vast experience in large scalelarge-scale operations, including sales and marketing, customer service, technology and risk management. Held principal oversight responsibility for key strategic initiatives at a Fortune 100 company.

Finance and Accounting: FinancialMs. Ruesterholz also brings to the Board substantial financial and strategic expertise acquired as president of various divisions within Verizon and most recently as Chairis currently a Trustee of the Finance Committee and MemberBoard of the Audit Committee at Stevens Institute of Technology.

Regulatory: Senior leader with extensive experience navigatingTechnology where she served as Chairman of the regulatory landscape of large-scale operations at a Fortune 100 company.

Talent Management: Significant talent management skills as the president of an organization with over 25,000 employees.

Board from 2013-2018.

 





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Board and Governance Matters

CHARLES B. STRAUSS

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CHRISTOPHER J. SWIFT — CHAIRMAN

Professional highlights:

Age: 73

• The Hartford Financial Services Group, Inc.

Director since: 2001

–Chairman (2015-present)

Independent

–Chief Executive Officer (2014-present)

Committees: Finance, Investment and Risk Management (Chair); Audit; Nominating and Corporate Governance

Other Public Company Directorships:
Aegis Group plc (2003-2013); The Hershey Company (2007–2009)

Select Qualifications and Skills:

Leadership: Nearly two decades of domestic and global leadership experience as an executive in the consumer products industry, including as–Executive Vice President and Chief Financial Officer (2010-2014)

• Vice President and Chief Financial Officer, Life and Retirement Services, American International Group, Inc. (2003-2010)
• Partner, KPMG, LLP (1999-2003)
• Executive Officer of Unilever United States, Inc.

Vice President, Conning Asset Management, General American Life Insurance Company (1997-1999)

Finance and Accounting: In addition to overseeing financial matters in his role as chairman and president of Unilever, has served on the audit committees of several publicly traded companies, including the Board’s Audit Committee. The Board has determined that Mr. Strauss meets the SEC’s criteria of an audit committee “financial expert.”

• KPMG, LLP

Business Operations and Strategic Planning: Demonstrated skills in strategic planning and leading business operations, including management and oversight of expansive distribution channels, acquired as a senior leader responsible for a company with large-scale global operations.

–Partner (1993-1997)

Risk Management: Experience overseeing risk management initiatives as a senior leader of a global organization; has served as chairman of the Board’s Finance, Investment and Risk Management Committee since its inception in 2009.

Corporate Governance: Corporate governance expertise acquired through service as director of several large, publicly-traded companies.

 

CHRISTOPHER J. SWIFT

–Auditor (1983-1993)

Director since: 2014
Age: 62
Committees:
• FIRMCo
Other public company directorships:
•Citizens Financial Group, Inc. ( 2021-present)

Age: 55

Director since: 2014

Committees: Finance, InvestmentSkills and Risk Management

Other Public Company Directorships:
None

qualifications relevant to The Hartford:

Select Qualifications and Skills:

Leadership: Chairman and CEO of a publicly-traded financial services company; previous experience in senior leadership roles at AIG and head of the Global Insurance Industry Practice at KPMG.

Finance and Accounting: During his CFO tenure, Mr. Swift was responsible for finance, treasury, capital, accounting, and investor relations. He previously held finance roles at AIG. In addition, Mr. Swift is a certified public accountant with experience working at a leading international accounting firm.

Financial Services Industry: Overhas over 30 years of experience in the financial services industry, with a focus on insurance; broadinsurance. As Chairman and CEO of The Hartford, he brings to the Board unique insight and knowledge into the complexities of our businesses, relationships, competitive and financial positioning,positions, senior leadership and strategic opportunities and challenges.

Business Operations and Strategic Planning: Mr. Swift leads the execution of our strategy, directs capital management actions and strategic investments, and oversees the continuous strengthening of the company’sCompany’s leadership pipeline. As CFO,In his prior role as The Hartford's Chief Financial Officer, he led the team that developed the company’sCompany’s go-forward strategy.

Risk Management: As Chairman and CEO, has ultimate responsibility for the company’s risk management, He is a certified public accountant with experience working at a leading international accounting firm, including initiatives related to managing the run-offserving as head of our variable annuity book of business.

its Global Insurance Industry Practice.

 



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H. PATRICK SWYGERT

2023 Proxy Statement33

Age: 73

Director since: 1996

Independent

Committees: Nominating and Corporate Governance (Chair); Compensation and Management Development; Finance, Investment and Risk Management

Other Public Company Directorships:
United Technologies Corporation (2001-present)

BOARD AND GOVERNANCE MATTERS

Select Qualifications and Skills:

Leadership: Leadership roles at educational, governmental and cultural organizations provide him with a unique perspective on civic and cultural issues and regulatory affairs.

Business Operations and Strategic Planning: Significant experience in strategic planning and organizational operations gained by leading the academic and financial revitalization of both Howard University and the University of Albany.

Regulatory: Regulatory experience acquired through service as a director of highly regulated publicly traded companies and as President of a state university.

Corporate Governance: Corporate governance expertise acquired through service as director of several large, publicly-traded companies; currently serves as Chairman of the Board’s Nominating and Corporate Governance Committee.

Talent Management: As the president of two major universities, Howard University and University at Albany, SUNY, nearly two decades developing a diverse workforce and a high-performance culture needed for the achievement of academic goals.

 

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Board and Governance Matters

ITEM 1

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MATTHEW E. WINTER INDEPENDENT

ELECTION OF DIRECTORS

Professional highlights:
• The Allstate Corporation
–President (2015-2018)
–President, Allstate Personal Lines (2013-2015)
–President and Chief Executive Officer, Allstate Financial (2009-2012)
• American International Group, Inc.
–Vice Chairman (Apr. 2009-Oct. 2009)
–President and CEO, of AIG American General (2006-2009)
• Massachusetts Mutual Life Insurance Company
–Executive Vice President (2002-2006)
–Positions of increasing responsibility (1996-2002)

Director since: 2020

Age: 66
Committees:
• Compensation (Chair)
• FIRMCo
Other public company directorships:
•ADT Inc. (2018-present)
•H&R Block, Inc. (2017-present)
Skills and qualifications relevant to The Hartford:
As President of The Allstate Corporation, Mr. Winter oversaw the complete range of Allstate’s P&C and life insurance products and was responsible for business operations, including field offices located across the U.S. and in Canada, and distribution through Allstate and independent agencies. He brings to the Board significant expertise in areas relevant to our business, including operations, distribution and risk management, gained from over 25 years as a senior leader in the insurance industry. Before joining Allstate, Mr. Winter held numerous senior executive positions at large insurance providers, including as vice chairman of American International Group, where he was responsible for a number of business units with global reach; and executive vice president at Massachusetts Mutual Life Insurance Company, where he led the company's domestic insurance businesses. In addition, he spent more than 12 years on active duty with the United States Army and also practiced law for several years before joining the insurance industry.




Image55.jpg
GREIG WOODRING INDEPENDENT
Professional highlights:
• Reinsurance Group of America
–President and Chief Executive Officer (1993-2016)
• General American Life Insurance Company
–Executive Vice President (1992-1993)
–Head of Reinsurance (1986-1992)
–Positions of increasing responsibility (1979-1986)
Director since: 2017
Age: 71
Committees:
• Audit (Chair)
• FIRMCo
Other public company directorships:
•None
Skills and qualifications relevant to The Hartford:
Mr. Woodring brings significant and valuable insurance industry and leadership experience to the Board, demonstrated by his more than two decades leading Reinsurance Group of America, Incorporated (RGA), a leading life reinsurer with global operations. During his tenure, RGA grew to become one of the world’s leading life reinsurers, with offices in 26 countries and annual revenues of more than $10 billion. Mr. Woodring has demonstrated skills in areas that are relevant to the oversight of the company, including risk management, finance, and operational expertise. Mr. Woodring serves on the Executive Council of the International Insurance Society and is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. 

34www.thehartford.com

AUDIT MATTERS
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with its Board-approved charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP (“D&T”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. D&T has been retained as the Company’s independent registered public accounting firm since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.

In selecting D&T for fiscal year 2023, the Audit Committee carefully considered, among other items:
•The professional qualifications of D&T, the lead audit partner and other key engagement partners;
• D&T’s depth of understanding of the Company’s businesses, accounting policies and practices and internal control over financial reporting;
• D&T’s quality controls and its processes for maintaining independence;
• The appropriateness of D&T’s fees for audit and non-audit services; and
•D&T’s commitment to diversity & inclusion.

The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the Company’s retention of D&T. In addition, when a rotation of the audit firm’s lead engagement partner is mandated, the Audit Committee and its chair are directly involved in the selection of D&T’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of D&T to serve as the Company’s independent external auditor is in the best interests of the Company and its investors.

Although shareholder ratification of the appointment of D&T is not required, the Board requests ratification of this appointment by shareholders. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain D&T.

Representatives of D&T will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

✓
The Board recommends that shareholders vote “FOR” all nominees for election“FOR” the ratification of the appointment of Deloitte & Touche LLP as directors.

The Nominating Committee believes that the director nominees possess qualifications, skills and experience that are consistent with the standardsour independent registered public accounting firm for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described on pages 21-22 and that they have demonstrated the ability to effectively oversee The Hartford’s corporate, investment and business operations. Biographical information for each director nominee is set forth above, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.

fiscal year ending December 31, 2023.

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AUDIT MATTERS

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP (“D&T”), our independent registered public accounting firm for 2015, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015.

In this context, the Audit Committee has:

(1) reviewed and discussed the audited financial statements for the year ended December 31, 2015 with management;

(2) discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16, Communications with Audit Committees; and

(3) received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with D&T the independent accountant’s independence.

Based on the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements should be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

Report Submitted: February 24, 2016

Members of the Audit Committee:

Robert B. Allardice, III, Chairman
Kathryn A. Mikells
Michael G. Morris
Julie G. Richardson
Charles B. Strauss

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Audit Matters

FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees for professional services provided by Deloitte,D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) for the years ended December 31, 20152022 and 2014.

2021.
             

 

Year Ended
December 31, 2015

Year Ended
December 31, 2014

Audit fees

$

 

  

14,242,000

 

$

 

  

15,188,000

 

Audit-related fees(1)

 

 

  

336,000

  

 

  

1,048,000

 

Tax fees(2)

 

 

  

693,000

  

 

  

1,070,000

 

All other fees(3)

 

 

  

244,000

  

 

  

134,000

 

Total

$

 

  

15,515,000

 

$

 

  

17,440,000

 

 Year Ended December 31, 2022Year Ended December 31, 2021
Audit fees$10,572,000 $11,041,000 
Audit-related fees(1)
$1,046,000 $1,071,000 
Tax fees(2)
$68,000 $47,000 
All other fees(3)
$650,000 $33,000 
Total$12,336,000 $12,192,000 
(1)Fees principally consisted of procedures related to regulatory filings, acquisition or divestiture related services and internal control related services.
(2)Fees principally consisted of tax compliance services.
(3)Fees pertain to permissible services not related to financial reporting.

(1)

Fees for the years ended December 31, 2015 and 2014 principally consisted of procedures related to regulatory filings and divestiture related services.

(2)

Fees for the years ended December 31, 2015 and 2014 principally consisted of tax compliance services and tax examination assistance.

(3)

Fees for the years ended December 31, 2015 and 2014 principally consisted of an enterprise risk project.

The Audit Committee reviewed the non-audit services provided by the Deloitte Entities during 20152022 and 20142021 and concluded that they were compatible with maintaining the Deloitte Entities’ independence.

2023 Proxy Statement35
AUDIT MATTERS
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established policies requiring pre-approval of audit and non-audit services provided by the independent registered public accounting firm. These policies require that the Audit Committee pre-approve specific categories of audit and audit-related services annually.

The Audit Committee approves categories of audit services and audit-related services, and related fee budgets. For all pre-approvals, the Audit Committee considers whether such services are consistent with the rules of the SEC and the PCAOBPublic Company Accounting Oversight Board ("PCAOB") on auditor independence. The independent registered public accounting firm and management report to the Audit Committee on a timely basis regarding the services rendered by, and actual fees paid to, the independent registered public accounting firm to ensure that such services are within the limits approved by the Audit Committee. The Audit Committee’s policies require specific pre-approval of all tax services, internal control-related services and all other permitted services on an individual project basis.

As provided by its policies, the Audit Committee has delegated to its ChairmanChair the authority to address any requests for pre-approval of services between Audit Committee meetings, up to a maximum of $100,000 for non-tax services and up to a maximum of $5,000 for tax services.$100,000. The ChairmanChair must report any pre-approvals to the full Audit Committee at its next scheduled meeting.

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee currently consists of five independent directors, each of whom is “financially literate” within the meaning of the listing standards of the NYSE and an “audit committee financial expert” within the meaning of the SEC’s regulations. The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. D&T, our independent registered public accounting firm for 2022, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022.
In this context, the Audit Committee has:
(1)    Reviewed and discussed the audited financial statements for the year ended December 31, 2022 with management;
(2)    Discussed with D&T the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and
(3)    Received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with D&T the independent accountant’s independence.
Based on the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.
Report Submitted: February 22, 2023
Members of the Audit Committee:
Greig Woodring, Chair
Larry De Shon
Donna James
Kathryn A. Mikells
Edmund Reese

36www.thehartford.com

COMPENSATION MATTERS

ITEM 2

3

ADVISORY APPROVAL OF 2022 COMPENSATION OF NAMED EXECUTIVE OFFICERS

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Section 14A of the Securities Exchange Act of 1934, as amended, provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis.

As described in detail in the Compensation Discussion and Analysis beginning on page 38, our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable organic growth and ROE performance while maintaining an ethical culture supported by industry-leading sustainability practices, (2) providing market-competitive compensation opportunities designed to attract and retain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

Because the required vote is advisory, it will not be binding upon the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.
✓

The Board recommends that shareholders vote “FOR”the ratificationabove resolution to approve our compensation of named executive officers as disclosed in the appointment of Deloitte & Touche LLP as our independent registered public accounting firm forCompensation Discussion and Analysis, the fiscal year ending December 31, 2016

compensation tables and the narrative discussion contained in this proxy statement.

In accordance with its Board-approved charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP (“D&T”) as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. D&T has been retained as the company’s independent registered public accounting firm since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.

In selecting D&T for fiscal year 2016, the Audit Committee carefully considered, among other items:

• the professional qualifications of D&T, the lead audit partner and other key engagement partners;

• D&T’s depth of understanding of the company’s businesses, accounting policies and practices and internal control over financial reporting;

• D&T’s quality controls and its processes for maintaining independence; and

• the appropriateness of D&T’s fees for audit and non-audit services.

The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the company’s retention of D&T. In addition, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its chairperson are involved in the selection of D&T’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of D&T to serve as the company’s independent external auditor is in the best interests of the company and its investors.

Although shareholder ratification of the appointment of D&T is not required, the Board requests ratification of this appointment by shareholders. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain D&T.

Representatives of D&T will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

2023 Proxy Statement37

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Compensation Discussion and Analysis


COMPENSATION DISCUSSION AND ANALYSIS

This section explains our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the Named Executive Officers (“NEOs”) listed below. It also describes programs that apply to the CEO and all of his executive direct reports, other than senior executives directly supporting our mutual fundsHartford Funds business who have an independent compensation program (collectively, “Senior Executives”).

Name

Title

Christopher Swift

Chairman and Chief Executive Officer

Beth Bombara

Costello

Executive Vice President and Chief Financial Officer

Douglas Elliot

Elliot*

President

Brion Johnson

David Robinson

Executive Vice President and Chief Investment Officer; President of HIMCO and Talcott Resolution

General Counsel

Robert Rupp

Deepa Soni

Executive Vice President, and Chief Risk Officer

Head of Technology, Data, Analytics & Information Security

*Mr Elliot retired from the Company effective at the close of business on December 31, 2022.


EXECUTIVE SUMMARY

DELIVERING STRONGThe Hartford’s mission is to provide people with the support and protection they need to pursue their unique ambitions, seize opportunity, and prevail through unexpected challenge. Our strategy to maximize value creation for all stakeholders focuses on advancing underwriting excellence, emphasizing digital capabilities, maximizing distribution channels, optimizing organizational efficiency, and advancing ESG leadership.

We endeavor to maintain and enhance our position as a market leader by leveraging our core strengths of underwriting excellence, risk management, claims, product development and distribution. We are investing in claims processing, analytics, data science and digital capabilities to strengthen our existing competitive advantages.
An ethics, people, and performance-driven culture drives our values. We have proactive positions on ESG issues important to our sustainability and our capacity to deliver long-term stockholder value.

PURPOSE AND STRATEGIC PRIORITIES

23-EN-1723352_Shareholder Value Creation graphic_D1b.jpg
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COMPENSATION MATTERS
2022 FINANCIAL RESULTS

In 2015, The Hartford achieved strong

Our 2022 financial results were excellent, reflecting strong underwriting with excellent premium growth across the business, improved margins before net realized gains (losses), and a significant contribution from the investment portfolio. Full year net income available to common stockholders and core earnings increasing 7% over 2014earnings* were $1.8 billion ($5.44 per diluted share) and $2.5 billion ($7.56 per diluted share), respectively. Net income and core earnings return on equity rising("ROE")*† were 11.6% and 14.4%, respectively.

Highlighted below are year-over-year comparisons of our net income available to 9.2% from 8.4% in 2014. common stockholders and core earnings performance and our three-year net income ROE and core earnings ROE results. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 43, and average annual core earnings ROE over a three-year performance period is the metric used for 50% of performance shares granted to Senior Executives, as described on page 46 (in each case, as adjusted for compensation purposes).

YEAR-OVER-YEAR PERFORMANCE
21832186
THREE-YEAR PERFORMANCE

22122215
2022 BUSINESS PERFORMANCE

In our Property & Casualty (“P&C”)February 2022, the Company provided outlooks for key business written premiums increasedmetrics, including those highlighted below. These outlooks were management's estimates for 2022 performance based on business, competitive, capital market, catastrophe and other assumptions, and supported the Company's 2022 operating plan. When setting the 2022 operating plan, both the Board and management concluded that these key business metrics would only be achievable with superior execution to deliver strong business performance. As described on page 43, performance relative to the outlooks is a major determinant of the formulaic AIP funding level.
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.
† Net income ROE represents net income available to common stockholders ROE.

2023 Proxy Statement39
COMPENSATION MATTERS
Key business metrics for full year 2022 compared to outlooks provided in February 2022
Commercial LinesPersonal LinesGroup Benefits
Written premium growth of11% was above the outlook of ~4-5%, primarily driven by higher-than-expected workers' compensation exposure growth.

Combined ratio(1) of 90.2 was within the outlook of 90.0-92.0, with favorable prior accident year reserve development ("PYD") partially offset by higher current accident year ("CAY") catastrophe ("CAT") losses and an underlying combined ratio closer to the high-end of the range.

Underlying combined ratio* of 88.3,
which excludes CAY CATs and PYD, was at the upper-end of the outlook of 86.5-88.5, primarily due to higher non-CAT property losses.
Written premium growth of2% was above the outlook of flat-to-slightly down, as a result of higher pricing and new business above expectations.

Combined ratio of 100.3 was above the outlook of 97.0-99.0, primarily due to a higher underlying combined ratio, partially offset by favorable PYD and lower CAY CATs.

Underlying combined ratio of 93.7,
which excludes CAY CATs and PYD, was above the outlook of 90.0-92.0, primarily due to higher-than-expected auto claim severity, partially offset by lower non-CAT property losses in homeowners and a lower expense ratio.
Earned premium and fee income growth of 7% was above the outlook of ~2%, driven by strong book persistency, higher sales and exposure growth on existing accounts.

Net income margin was 5.0% and the core earnings margin* was 6.5%, which was above the outlook of 3.1%-5.4%, primarily due to higher net investment income and more favorable prior period development in group disability, partially offset by a higher group life loss ratio.


(1) The combined ratio measures the cost of claims and expenses for every $100 of earned premiums. If the combined ratio before catastrophesis less than 100, the Company is making an underwriting profit.
* Denotes a non-GAAP financial measure. For definitions and prior year development improved. In Group Benefits, we grew fully insured ongoing premiums and increased core earnings. Mutual Funds generated meaningful positive net flows while increasing sales and delivering solid relative fund performance. Talcott Resolution, our life and annuity run-off operations, returned $1.0 billion of capitalreconciliations to the holdingmost directly comparable GAAP measure, see Appendix A.

TOTAL SHAREHOLDER RETURN
The following chart shows The Hartford's total shareholder return ("TSR") relative to  the 2022 Corporate Peer Group (provided on page 52), S&P 500 Insurance Composite, S&P P&C index and S&P 500.
4011
Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
NEO compensation is heavily weighted toward variable compensation (including both annual and long-term incentives), where actual amounts earned may differ from target amounts based on company and continued to run-off its variable annuity and fixed annuity contract counts, further reducing the size of those exposures. Moreover, several of our ratings were upgraded by A.M. Best, Moody's and Standard & Poor's, an affirmation of our improved balance sheet, operating performance and financial flexibility. We accomplished these strong results despite a less favorable investment environment and an increasingly competitive market.

USING OUR FINANCIAL STRENGTH TO RETURN CAPITAL, REDUCE DEBT AND INVEST IN OUR BUSINESSES

Because of our strong financial position, in 2015, The Hartford was able to expand its 2014-2016 capital management plan, increasing the total authorization by $1.6 billion to $4.375 billion for equity repurchases and by $275 million to $1.431 billion for debt management actions. In 2015, we returned approximately $1.6 billion of capital to our shareholders in share repurchases and common stock dividends, reduced debt by $750 million, and, in September, increased the quarterly dividend rate by 17%.

We also deployed capital to invest in our businesses to drive profitable growth. We made significant investments in our systems, including new systems for P&C claims, Group Benefits enrollment and Middle Market underwriting, to continue to improve operating efficiency and agent and customer experience. In addition, we continued to attract strong talent to the company, helping to develop a broader and deeper risk profile. We also made marketing investments that have increased the visibility of our brand, including our sponsorship of Major League Baseball, which fully rolls out in 2016, as well as the extension of our 20+ year relationship with U.S. Paralympics to 2020.

FOCUSING ON THE FUTURE

We have a strong portfolio of businesses and capital flexibility. We remain focused on organically growing each of our businesses while maintaining underwriting discipline, and will tightly manage expenses to support ongoing investment in the capability and talent needed to be a top-of-mind company for the products we offer. We will explore acquisitions that can help us accelerate our profitable growth strategy and that meet our financial and strategic objectives. Through strong business performance and effective capital management that returns excess capital to shareholders, we are confident in our ability to create long-term shareholder value. As we look at 2016 and beyond, our primary financial goals are to:

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• 

continue to expand our core earnings ROE, excluding Talcott Resolution;

• 

efficiently manage the run-off and return of capital from Talcott Resolution, while maintaining its capital self-sufficiency;

• 

redeploy the excess capital generated by our businesses to create greater shareholder value; and

• 

generate average total value creation of at least 9% annually, as measured by common dividends paid plus growth in book value per share, excluding accumulated other comprehensive income (“AOCI”).

With our strategic and financial transformation essentially complete, The Hartfordindividual performance. Each NEO has a strong foundationtarget total compensation opportunity that is reviewed annually by the Compensation Committee (in the case of the CEO, by the independent directors) to ensure alignment with our compensation objectives and despite increasing competition, we are confident we can maintain underwriting discipline, expense control and capital flexibility.

market practice.

 

DELIVERING LONG-TERM SHAREHOLDER RETURN

We have achieved strong financial performance and executed capital management initiatives while continuing to make significant investments in our businesses, all of which helped drive shareholder returns. Book value per diluted share, excluding AOCI, rose 7%, equating to total value creation of 9% per share, including common dividends per share in 2015. Moreover, we have significantly outperformed relevant benchmarks, including the S&P 500 P&C, S&P 500 and S&P Insurance Composite indices over three years.

40

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Compensation Discussion and Analysis

The chart below illustrates key actions we have taken since 2013 to drive shareholder return.



2015 COMPENSATION HIGHLIGHTS

COMPENSATION MATTERS

Decision

Compensation ComponentDescription
Base Salary

Rationale

•Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance
Annual Incentive Plan

•Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the company's strategic priorities

Long-Term Incentive Plan
•Variable awards granted based on individual performance and market data.
•Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention.
•Award mix (50% performance shares and 50% stock options) rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
Approximately 92% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance:
Target Pay Mix — CEO*
Salary
8%
Annual Incentive
21%
Long-Term Incentive
70%
Variable with Performance: 92%
Target Pay Mix — Other NEOs*
Salary
17%
Annual Incentive
26%
Long-Term Incentive
58%
Variable with Performance: 84%
*Percentages do not sum to 100% due to rounding.

2022 COMPENSATION DECISIONS
2022 Compensation DecisionsRationale
The Compensation Committee approved an annual incentive plan (“AIP”)AIP funding level of 116%148% of target. (page 49)

Performance against the pre-established financial targets resulted inCompensation Core Earnings target produced a formulaic AIP funding level of 116%164% of target. The Compensation Committee undertook areduced this funding level to 148% following its qualitative review, of performance and concluded that the formulaic AIP funding level appropriately reflected 2015 performance. Accordingly, no adjustments were made.

taking into account extraordinary returns on real estate partnerships significantly above operating plan assumptions (page44).

For 2015 performance share grants, the Compensation Committee expanded the company’s Performance Peer Group from 10 to 20 companies. (page 45)

The Compensation Committee believes thatcertified a 2020-2022 performance share award payout at 121% of target.

The Company's average annual Compensation Core ROE during the Performance Peer Group should include companies that,performance period was 12.7%, resulting in a payout of 163% of target for the aggregate, represent our current mix of business and are competing investment choices in the capital markets. The new group, which includes nineROE component (50% of the 10 companies fromaward). The company's TSR during the prior Performance Peer Group, consistsperiod was at the 47th percentile of companies that meet these criteria and have market characteristics and historical stockthe performance similar topeers, resulting in a 79% payout for the company’s.

TSR component (50% of the award) (page 47).


For 2015 performance share grants, the company revised its methodology for measuring ROE to use the average annual ROE over the three-year measurement period. (page 44)

While the prior methodology was appropriate given the challenges of setting annual ROE targets during the company’s transformation from a diversified financial services company to one focused on Property & Casualty, Group Benefits, and Mutual Funds businesses, with the transformation now essentially complete, the Compensation Committee believed that it was appropriate to migrate to a measure that reflects each year's performance in the overall outcome.

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COMPENSATION MATTERS

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The table below reflectsCompensation Committee (and, in the 2015case of the CEO, the independent directors) approved the following compensation package (base salary, AIP award and long-term incentive (“LTI”) award) for each NEO. Although thisNEO:

Base SalaryAIP AwardLTI AwardTotal Compensation
NEO2022Change from 20212022Change from 20212022Change from 20212022Change from 2021
Christopher Swift$1,200,000 4.3 %$4,440,000 (6.3)%$10,000,0008.1 %$15,640,000 3.3 %
Beth Costello$775,000 6.9 %$1,924,000 (6.3)%$2,500,00025.0 %$5,199,000 8.8 %
Douglas Elliot$950,000 0.0 %$2,812,000 (6.3)%$5,450,0000.0 %$9,212,000 (2.0)%
David Robinson$650,000 8.3 %$1,184,000 (3.3)%$2,000,00037.9 %$3,834,000 17.1 %
Deepa Soni$650,000 NA*$1,036,000 NA*$1,250,000NA*$2,936,000 NA*
*Ms. Soni was not an NEO prior to 2022.
This table is not a substitute for the Summary Compensation Table information beginning on page 55, we believe it provides a simple and concise picture of compensation decisions made in 2022, and highlights changes from 2021. Another view of 2022 compensation for the NEOs is available in 2015.

the Summary Compensation Table on page 56.
                                           

Compensation Component

 

C. Swift

 

 

B. Bombara

 

 

D. Elliot

 

 

B. Johnson

 

 

R. Rupp

Base Salary Rate

$

 

  

1,000,000

  

 

 

$

 

  

650,000

  

 

 

$

 

  

900,000

  

 

 

$

 

  

525,000

  

 

 

$

 

  

600,000

 

2015 AIP Award

$

 

  

2,450,000

  

 

 

$

 

  

1,200,000

  

 

 

$

 

  

2,000,000

  

 

 

$

 

  

1,400,000

  

 

 

$

 

  

1,400,000

 

2015 LTI Award(1)

$

 

  

6,400,000

  

 

 

$

 

  

1,650,000

  

 

 

$

 

  

4,400,000

  

 

 

$

 

  

1,200,000

  

 

 

$

 

  

1,400,000

 

Total 2015 Compensation Package(2)

$

 

  

9,850,000

  

 

 

$

 

  

3,500,000

  

 

 

$

 

  

7,300,000

  

 

 

$

 

  

3,125,000

  

 

 

$

  

3,400,000

 

COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:

(1)

Reflects the dollar amount of the award as approved by the Compensation Committee rather than the fair value (calculated in accordance with FASB ASC Topic 718) shown in the Summary Compensation Table.

(2)

Excludes items shown under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns in the Summary Compensation Table.

“SAY-ON-PAY” RESULTS

At last year’s Annual Meeting, shareholders voted 95% in favor of our “Say-on-Pay” proposal. Over the past few years, the Compensation Committee has implemented a number of best practices and, in the fall of 2015, as part of our annual shareholder outreach program, shareholders confirmed that our compensation policies and practices are sound and aligned with shareholders’ interests. For 2016, the Compensation Committee did not make any material changes to the compensation plan design.

2015
“Say-on-Pay”
Support

95%

OVERVIEW OF COMPENSATION PROGRAM

Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance.

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Compensation Discussion and Analysis

COMPENSATION BEST PRACTICES

Program Features

Risk Mitigation

Pay for Performance

WHAT WE DO
✓
Severance
Compensation heavily weighted toward variable pay
✓Senior Executives generally receive the same benefits payableas other full-time employees
✓Double-trigger requirement for cash severance and equity vesting upon a change of control*
✓Cash severance upon a change of control do not to exceed 2x the sum of base pay plus targetsalary + bonus

✓
Double trigger requirement for vesting of equity awards upon change of control (so long as the awards are assumed or replaced with substantially equivalent awards)

✓
No excise tax gross-up upon a change of control

✓
Competitive burn rate and dilution for equity program

✓
Senior Executives eligible for the same benefits as full-time employees, including health, life insurance, disability and retirement benefits

✓
Executive perquisites are limited; no tax gross-ups are provided on perquisites

✓
No individual employment agreements

✓
No inclusion of reload provisions in any stock option grant

✓
BoardIndependent compensation consultant is independent and does not provide services to the company

✓
Comprehensive risk
Risk mitigation in plan design and annual review of compensation plans, policies and practices

✓
All employees
Claw-back provisions in compensation and directors prohibited from engaging inseverance plans
✓Prohibition on hedging, monetization, derivative and similar transactions with company securities

✓
Prohibition on Senior Executives prohibited from pledging company securities

✓
Stock ownership guidelines for directors and Senior Executives; compliance with guidelines reviewed annually

Executives
✓
✓
Approximately 89%Periodic review of current CEO target annual compensation and 84% of other NEO target annual compensation variable based on performance, including stock price performance

✓
Compensation peer groups evaluated periodically to align with investor expectations
✓Competitive burn rate and changes in market practicedilution for equity program
* Double-trigger vesting for equity awards applies if the awards are assumed or replaced with substantially equivalent awards.
WHAT WE DON'T DO
ûNo Senior Executive tax gross-ups for perquisites or our business mix

✓
excise taxes on severance payments
ûNo underwater cash buy-outs

✓
No payment of dividends on unvested performance shares

✓
individual employment agreements
ûNo granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant

✓
ûNo re-pricing (reduction in exercise price) of stock options

ûNo buy-outs of underwater stock options
ûNo reload provisions in any stock option grant
ûNo payment of dividends or dividend equivalents on equity awards until vesting

PAY MIX

NEOSAY-ON-PAY RESULTS

At our 2022 annual meeting, we received approximately 94% support on Say-on-Pay. The Compensation Committee considered the vote to be an endorsement of The Hartford’s executive compensation is weighted towards variableprograms and policies, and recent program changes. They took this strong level of support into account in their ongoing review of those programs and policies. Management also discussed the vote, along with aspects of its executive compensation, (annualsustainability and long-term incentives), where actual amounts earned may differ from targeted amounts based on company and individual performance. Each NEO hascorporate governance practices, during our annual shareholder engagement program to gain a target totaldeeper understanding of shareholders’ perspectives. Feedback regarding the compensation opportunity that is assessed annually byprogram was generally positive, with many shareholders expressing support for the Compensation Committee (and by the independent directors,Committee's addition of a diversity modifier to performance share awards in the case2021. For further discussion of the CEO) to ensure alignment with our compensation objectives and market practice.

shareholder engagement program, see page 21.

As the following charts show, approximately 89% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance.

 

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41

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COMPENSATION MATTERS

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COMPONENTS OF THE COMPENSATION PROGRAM

Each Senior Executive has a target total compensation opportunity comprised of both fixed (base salary) and variable (annual(including both annual and long-term incentives)incentive) compensation. In addition, Senior Executives are eligible for benefits available to employees generally. This section describes the differentthree main components of our compensation program for Senior Executives and lays out the framework in which compensation decisions are made. For a discussion of the 20152022 compensation decisions made within this framework, see Pay for2022 Named Executive Officers' Compensation and Performance beginning on page 49 and 2015 Named Executive Officers Compensation and Performance beginning on page 50.

48.

1. BASE SALARY

Each Senior Executive’s base salary is reviewed by the Compensation Committee (and, in(in the case of the CEO, the independent directors) annually, upon promotion, or following a change in job responsibilities,responsibilities. Salary decisions are based on market data, internal pay equity and level of responsibility, experience, expertise and performance.

2. ANNUAL INCENTIVE PLAN (“AIP”) AWARDS

Our employees, including the Senior Executives, are eligible to earn cash awards under the AIP based on annual company and individual performance.Each employee has a target AIP opportunity that is set as a percentage of base salary. At the conclusion of each year, the Compensation Committee establishes an annual AIP funding level that is derived through a holistic review of company performance. The AIP funding level is the main driver in determining the amount of individual AIP awards.opportunity. The Compensation Committee uses the following three-step process to determine individual Senior Executive AIP awards. Actual company

Determination of AIP Funding Level
At the beginning of the year, the Compensation Committee sets a “Compensation Core Earnings” target based on The Hartford’s operating plan, as well as the threshold performance resultslevel (80% of target), below which no AIP awards are earned, and the maximum funding level of 200% for 2015 are described on pages 49 and 50.

 

Financial performance againstsignificantly exceeding target is(120% of target). In 2021, the primary factor in determiningCompensation Committee updated the AIP funding level. Core earnings iscurve to reduce the basisslope for measuring financial performance. payouts in the range of +/-5% of target, which increases predictability and reduces volatility of payouts for performance in that range.

The Compensation Committee selected core earnings because:

•

the Committee felt itIt currently believes core earnings best reflects annual operating performance;

•

itCore earnings is a metric commonly used by investment analysts commonly look to when evaluating annual performance;

•

Core earnings is a prevalent incentive plan metric among peers; and

all•All employees can impact it;core earnings.

Certain adjustments are made to core earnings for compensation purposes to ensure employees are held accountable for operating decisions made that year, and

• 

it is prevalent among peers.

are neither advantaged nor disadvantaged by the effect of certain external items that do not reflect operating year performance. At the beginning of eachthe year, the Compensation Committee approves a definition of “Compensation"Compensation Core Earnings” that specifies in advance certain itemsEarnings." The definition lists adjustments that will be adjustedmade to core earnings at the end of that year,year-end in order to arrive at Compensation Core Earnings, such as accounting changes,non-recurring tax benefits or charges, catastrophe losses above or below budget, orand unusual or non-recurring items. The Compensation Committee excludes the impact of these items because it believes they do not reflect the performance of our underlying businesses,2022 definition and it wantsa reconciliation from GAAP net income to ensure that management is held accountable for performance it controls and is neither advantaged nor disadvantaged for the effect of certain items outside its control. The Compensation Committee’s definition of Compensation Core Earnings for 2015 isare provided in Appendix A.

The Compensation Committee also sets a Compensation Core Earnings target, which is consistent withoutlook for certain key business metrics within the annual operating plan reviewed byare announced to investors at the Board priorbeginning of each year, which helps align the interests of our Senior Executives with our shareholders, as performance relative to the startoutlook is a major determinant of the fiscal year. The 2015 AIP financial target is set forth under 2015 AIP Performance on page 49. If the company performs at target, the formulaic AIP funding level is 100%level.
To ensure a holistic review of target.

In addition to setting a target,performance, the Compensation Committee establishes a threshold performance level, below which no AIP awards are earned, as well as a maximum funding level for performance significantly exceeding target. Actual company performance in relation to target results in a formulaic AIP funding level, as illustrated below.

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Compensation Discussion and Analysis

 

Because the operating plan forms the basis for both our annual fiscal year earnings outlook communicated to investors and the AIP financial targets, the interests of our Senior Executives in achieving strong earnings are aligned with those of our shareholders. Both the Board and management deem our annual fiscal year earnings outlook and the associated AIP financial target to be achievable only with strong performance across our businesses.

 

Once the formulaic AIP funding level is determined, the Compensation Committee reviewsalso considers a number of qualitative factors, including achievements that cannot be measured formulaically or are not yet evident in our financial performance. As a resultincluding: quality of itsearnings, risk and compliance, peer-relative performance, expense management, and non-financial and strategic objectives. Informed by this qualitative review, the Compensation Committee may if it deems appropriate,then adjust the formulaic AIP funding level up or down to arrive at an AIP funding level more commensurate with the Company’s performance.

The Compensation Committee believes retaining the flexibility to adjust the formulaic AIP funding is aligned with shareholders' interests because it allows the Compensation Committee to arrive at a final AIP funding level that best rewards holistic company performance and mitigates the risk inherent in a strictly formulaic approach. Using a strict formula may have unintended consequences due to events or market conditions unanticipated when goals are set, or may overemphasize short-term performance at the expense of long-term shareholder returns or undervalue achievements that are not yet evident in our financial performance. These factors are particularly relevant in the P&C insurance industry, where the “cost of goods sold” (that is, the amount of insured losses) is not known at the time of sale and develops over time — in some cases over many years. Because of this industry dynamic, a substantial majority of our 2022 Corporate Peer Group (listed on page 52) include discretion in their annual award design.
2023 Proxy Statement43
COMPENSATION MATTERS
2022 Compensation Core Earnings
2022 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated strong Commercial Lines results driven by written premium growth including price increases in excess of loss trends in nearly all lines except workers’ compensation and lower catastrophes; higher margins in Group Benefits due to lower mortality in group life, partially offset by lower investment income and moderation in favorable disability incidence and recovery trends; deterioration in Personal Lines driven by increases in automobile claim frequency and severity, higher levels of non-catastrophe losses in homeowners and higher catastrophes, as well as not assuming the same level of net favorable prior accident year development that was recognized in 2021; and lower limited partnership and other alternative investment returns relative to the strong returns in 2021.
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The 2022 AIP Compensation Core Earnings target was set at $2.24 billion, which was above the 2021 Compensation Core Earnings target of $1.91 billion, and nearly 4% higher than the 2021 Compensation Core Earnings result of $2.16 billion.

Actual Compensation Core Earnings for 2022 were $2.56 billion, which produced a formulaic AIP funding level of 164% of target, with above target performance primarily related to achieving premium growth higher than plan in light of factors than cannot be capturedCommercial Lines and Group Benefits, net favorable prior year reserve development primarily driven by an exclusively formulaic approach. Amongworkers' compensation and group disability, and net investment income outperformance attributable to limited partnership and other alternative investment returns and higher interest rates, partially offset by elevated claim severity in Personal Lines, higher non-CAT property losses in Commercial lines and higher performance-based commissions.

In assessing overall performance and arriving at the qualitative factors2022 AIP funding level, the Compensation Committee considers arestarted with the following broad performance categories:

 

The Compensation Committee believes that grounding theformulaic AIP funding level in formulaic financial performance against targets, but retainingand undertook a qualitative review focused on the flexibility to adjust it to reflect qualitative factors allows itdescribed on the following page.

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COMPENSATION MATTERS

FORMULAIC RESULTS
resultsmeasureda04.jpg
COMPENSATION CORE EARNINGS PERFORMANCE AGAINST PRE-ESTABLISHED TARGET
• Total adjustments to arrive at Compensation Core Earnings increased core earnings as reported by $69 million, primarily driven by catastrophe losses higher than plan and Hartford Funds core earnings unfavorable to plan. (see Appendix A for a description of all adjustments).
• Compensation Core Earnings against the pre-established target resulted in a formulaic AIP funding of 164% of target.

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QUALITATIVE REVIEW
quality_earnings.jpg
Composition of Earnings
strategic_nonfinancial.jpg
Strategic Accomplishments
•Premium growth ahead of guidance in Personal Lines, Commercial Lines and Group Benefits
•Group Benefits’ margin exceeded guidance
•Underlying combined ratio for Commercial Lines was near the upper-end of the guidance range while Personal Lines was above the guidance range
•Net investment income exceeded plan by $239M due to favorable partnership returns, including a benefit from unplanned real estate sales

Importance: Understanding trends that drove earnings informs how the Compensation Committee thinks about holistic company performance
•Named Top U.S. Industry Leader at the inaugural ESG Insurer Awards given by The Insurer magazine
•Launched new Property Choice and enhanced General Liability Choice product offerings
•Achieved top quartile employee survey results for employee engagement and enablement
•Diverse representation of women and people of color in executive level roles ahead of goals
Importance: Strategic accomplishments position the Company for long term-growth and often represent significant successes in a given year, but such accomplishments may not be reflected or may reflect negatively in the quantitative formula
peerrelperformancea02.jpg
Peer-Relative Performance
ethics_compliance.jpg
Risk and Compliance
•Top quartile core earnings per share growth and Core ROE
•Above median book value per share growth
•Total shareholder returns at 36th and 50th percentile for one- and three-year period, respectively

Importance: Performance against the public companies within our 2022 Corporate Peer Group on key financial metrics and TSR is not captured in the quantitative formula but informs how the Compensation Committee thinks about holistic company performance
•#1 ranked insurance company in Just Capital and CNBC list of “JUST” companies in 2022
•Named one of the “World’s Most Ethical Companies” by Ethisphere

Importance: Linked to strategy of attracting and retaining talent, as prospective employees are significantly more likely to work for a company that has a strong reputation of ethical conduct
expense_management.jpg
Strategic Expense Management
•Total managed expenses, excluding AIP awards and variable Hartford Funds expenses were favorable by $31M
•Operational transformation and cost reduction plan ("Hartford Next") expense reductions were favorable by $23M
Importance: Managing expenses is critical to maintaining competitive pricing and freeing up resources for investments in the business
2023 Proxy Statement45
COMPENSATION MATTERS
As a result of its qualitative review, the Compensation Committee determined that, while strong 2022 results supported AIP funding above target, employees would be unduly rewarded by extraordinary returns on limited partnerships and other alternative investments due to several unplanned real estate sales in 2022. These transactions were unanticipated when the 2022 compensation core earnings goal was set.

Because these items accounted for an aggregate of 16 percentage points of the formulaic AIP funding level, the Compensation Committee decreased funding by a corresponding amount, resulting in a final AIP funding level that (1) best reflects holistic performance, (2) is aligned with shareholder interests, and (3) provides

2016 Proxy Statement

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the ability to attract, retain and incentivize employees who contribute to the long-term value of the company. Historically,148% of target, a level the Compensation Committee has used the qualitative review to both increase and decrease the AIP funding level to levelsbelieved was more commensurate with overall company performance, but, in recent years, has determined no adjustments were necessary to achieve that result.

performance.

 


 

Determination of Individual NEO Awards

For each Senior Executive, the company

The AIP funding level multiplied by the Senior Executive’san individual’s target AIP opportunity produces an initial AIP award, amount. Where appropriate,which the Committee (and, in the case of the CEO, the independent directors) may adjust based on individual performance. In light of his responsibility for overall company performance, the Senior Executive’s initialCEO's AIP award amount up or down based on his or herhas equaled the AIP funding level, without further adjustment, every year since he assumed the position in 2014. For awards granted to the NEOs in February 2023 for 2022 performance in leading a business or function. The adjustments made based on 2015 performance are describedunder the AIP, see 2022 Named Executive Officer's Compensation and Performance beginning on page 49.

48.

3. LONG-TERM INCENTIVE (“LTI”AWARDS

Long-term incentive ("LTI") AWARDS

The LTI program isawards are designed to drive long-term performance and encourage share ownership among Senior Executives, further aligning their interests with those of shareholders to promote shareholder value creation.shareholders. LTI awards are granted on an annual basis following an assessment of individual performance potential, and market data. 20152022 LTI awards for Senior Executives consist of performance shares (50% of the award value) and stock options (50% of the award value). This LTI mix provides LTI awards that appropriately blend actualrewards stock price performance, comparative stockpeer-relative shareholder returns (stock price performance, and actualdividends) and operating performance.

2022-2024 Performance Shares (50% of LTI Award)

Performance shares are designed to reward and retain Senior Executives by offeringallowing them the opportunity to receiveearn shares of our common stock upon achieving pre-determinedbased on predetermined performance criteria. The performancePerformance shares have a three-year performance period, and are settled in common stock based on the following metrics:

Performance Metric

Rationale

Compensation Core ROE
(50% weighting)

• Important strategic measure of shareholder value creation

Peer-relative TSR
(50% weighting)

• Important measure of our performance against peers that are competing investment choices in the capital markets

Sharesshares of common stock ranging from 0% to 200% of the number of performance shares granted may be payable depending upon the performance achieved.

achieved on the following metrics:

Performance MetricRationale
Compensation Core ROE
(50% weighting)
Strategic measure that drives shareholder value creation
Peer-relative TSR
(50% weighting)
Measure of our performance against peers that are competinginvestment choices in the capital markets

Compensation Core ROE

ROE: For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achieving ana target average annual Compensation Core ROE over a three-year measurement period.period, as adjusted for compensation purposes. Because of the adjustments made for compensation purposes, Compensation Core ROE will differ from both the net income ROE and Core Earnings ROE provided in our financial statements. The Compensation Committee's definition of Compensation Core ROE for 20152022 performance share awards is provided in Appendix A. Threshold, target and maximum Compensation Core ROE values were established in February 2015 based on the company’s 2015-2017 operating plan. There is no payout for performance below threshold. Achieving target payout of 100% requires meaningful growth in core earnings, increased profitability and prudent capital

In January 2022, the Compensation Committee set the target for 2022-2024 performance share awards at an average annual Compensation Core ROE for 2022, 2023, and 2024 of 13.5%, as reflected in the 2022-2024 operating plan. As illustrated in the graph at right, the Compensation Committee also set a threshold performance level (80% of target), below which no payout for the ROE component of awards is received, and a maximum payout for the ROE component of 200% for performance significantly exceeding target (120% of target).

2022-2024 Compensation Core ROE
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Compensation Discussion and Analysis

management. The maximum Compensation Core ROE payout of 200% reflects ambitious, longer-term goals that require performance significantly above and beyond target.

Peer-Relative TSR

TSR: For 50% of the performance share award, payouts, at the end of the performance period, if any, will be made based on company TSR performance relative to a Performance Peer Group at the end of the three-year performance period.period relative to a Performance Peer Group. The current Performance Peer Group represents 15 industry specific public companies against which we benchmark performance for compensation purposes. While there is some overlap, the Performance Peer Group is distinct from the Corporate Peer Group described on page 52, which includes mutual companies where financial data is not publicly available, as well as companies that compete with us for talent. The Compensation Committee believes that the Performance Peer Group should be limited to publicly traded companies that (1) publish results against which to measure our performance,offer similar products and (2)services and are competing investment choices in the capital markets. The Compensation Committee reviews the composition of the Performance Peer Group annually.

annually and did not make any changes to this group for 2022 performance share awards.

For each company in the Performance Peer Group, TSR will be measured using a 20-day stock price average at the beginning and the end of the performance period in order to smooth out any volatility. As illustratedIn response to shareholder feedback in prior years, the graph below, there would beTSR payout curve for performance share awards targets above-median performance. There is no payout for performance below the 30th percentile, 50% percentile; 35% payout for performance at the 30th percentile, 100% percentile; target payout for median performance at the 55th percentile; and 200% payout if our TSRfor performance ranks ahead of all companies inat the Performance Peer Group.

85th percentile.

2015 Performance Peer Group

ACE Ltd.

2022 Performance Peer Group (1)
Three-Year Relative TSR Ranking
Allstate Corp.

TEST123.jpg

American Financial Group, Inc.
Berkley (W. R.) Corp.
Chubb Limited
Cincinnati Financial Corp.
CNA Financial Corp.
Everest Re Group, Ltd.
Hanover Insurance Group, Inc.
Markel Corporation
Mercury General Corp.

Alleghany Corp.

MetLife, Inc.

Allstate Corp.

Old Republic International Corp.

American Financial Group, Inc.

The Progressive Corp.

Aon plc

Prudential Financial, Inc.

Arthur J. Gallagher & Co.

StanCorp Financial Group, Inc.

The Chubb Corp.

The Travelers Companies, Inc.

Cincinnati Financial Corp.

Unum Group

Unum

Everest Re Group, Ltd.

W.R. Berkley Group

Marsh & McLennan Companies, Inc.

XL Group plc

For 2015,(1) While the peer group approved by the Compensation Committee revised the Performance Peer Group to includeconsisted of 16 companies, that,Berkshire Hathaway subsequently acquired Alleghany Corp., resulting in the aggregate, represent the current mix of business and are competing investment choices in the capital markets. The newa 2022 performance peer group of 20 companies includes companies that meet these criteria and have market characteristics and historical stock performance similar to the company’s.

15 companies.

Three-year Relative TSR Ranking
 


2016 Proxy Statement

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Stock Options (50% of LTI Awards)

The use of stock options directly aligns the interests of our Senior Executives with those of shareholders because options only have value if the price of our common stock on the exercise date exceeds the stock price on the grant date. The stock options are granted at fair market value, vest in three equal installments over three years, and have a 10-year term.

PERIODIC RETENTION AWARDS AND SPECIAL EQUITY GRANTS

Diversity Modifier for 2021-2023 Performance Shares

In 2020, the Company set a goal to improve diverse representation among its executive ranks by the close of 2030 to 50% women and 20% people of color. In keeping with these aspirations, the Compensation Committee updated the 2021 LTI program to include a performance share modifier tied to the Company’s progress toward those goals as of the close of 2023. The 2021 performance share awards will pay out between 0% and 200% based on achievement of predetermined TSR and ROE goals. The modifier will increase or decrease the total payout (if any) by 10%* based upon performance against predetermined year-end 2023 representation goals for women and people of color in executive level roles. Final results against these goals will be measured in early 2024.

RepresentationAs of December 31, 2020December 31, 2023
Goal		December 31, 2030
Goal
Women34.1 %37.3 %50.0 %
People of Color10.9 %12.8 %20.0 %

Achievement as of December 31, 2023Performance Share Modifier*
Miss both goals(10)%
Achieve one goalno adjustment
Achieve both goals+10%
*Maximum payout nonetheless cannot exceed 200%

2023 Proxy Statement47
COMPENSATION MATTERS
The Compensation Committee periodically provides cash or equityalso intends to include the modifier with 2024 and 2027 performance share awards to encourage progress toward the Company’s 2030 executive representation goals, taking into consideration progress to date when establishing targets for each three-year performance period.

Certification of 2020-2022 Performance Share Awards
On February 19, 2020, the Compensation Committee granted Senior Executives performance shares tied 50% to achievement of average annual Compensation Core ROE goals over a three-year measurement period, and 50% to TSR performance relative to a peer group of 16 companies. For the Core ROE component of the award, achievement of average annual Compensation Core ROE of 9.0%, 11.3% and 13.6% during the measurement period would have resulted in payouts of 35%, 100% and 200% of target, respectively. For the TSR component of the award, there would be no payout for performance below the 30th percentile, 35% payout for performance at the 30th percentile, target payout for performance at the 55th percentile, and 200% payout for performance at the 85th percentile.
These performance shares vested as of December 31, 2022, the end of the three-year performance period, and the Compensation Committee certified a payout at 121% of target on a selective basis to executivesFebruary 20, 2023 based on business need. Recipientsthe following results:
•The average of the Company's Compensation Core ROE for each year of the measurement period was 12.7%, resulting in a payout of 163% of target for the Compensation Core ROE component of the awards.
•Because the Company’s TSR during the performance period was at the 47th percentile ranking, there was a payout of 79% of target for the TSR component of the awards.
Details of the 2020 performance shares are generally those identified as critical talent and/or who have high potential to move into key roles. No such awards were made to NEOs in 2015.

given on pages 45 of our 2021 Proxy Statement filed with the Securities and Exchange Commission on March 29, 2021.


EXECUTIVE BENEFITS AND PERQUISITES

Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits. Non-qualified savings and retirement plans, including those that have been frozen, provide benefits that would otherwise be provided but for the Internal Revenue Code limits that apply to tax-qualified benefit plans.

We provide limitedcertain additional perquisites to Senior Executives, to better focus their time, attentionincluding reimbursement of costs for annual physicals and capabilities on our business, consistent with market practice. Such perquisites generally includeassociated travel, certain relocation benefits (whenwhen a move is required),required, and occasional use of tickets for sporting and special events previously acquired by the companyCompany when no other business use has been arranged and there is no incremental cost to the company.Company. The CEO also has the use of a company car and driver to allow for greater efficiency while commuting.

We own a fractional interestsinterest in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. This allowsThe corporate aircraft enables Senior Executives to be more efficient while traveling than if commercial flights were utilized, as the aircraft providesuse travel time productively by providing a confidential and more productive environment in which to conduct business and eliminateseliminating the schedule constraints imposed by commercial airline service. The CEO is, and the President was, permitted personal use of corporate aircraft to minimize their time spent on personal travel and to increase the time they are available for business purposes. Corporate aircraft also enables them to work more productively while traveling for time-sensitive personal matters. During 2022, the President's use of the corporate aircraft for personal travel was subject to an annual limit of $90,000. Our aircraft usage policy otherwise prohibits our Senior Executives from engaging in personal travel via corporate aircraft by Senior Executives except in extraordinary circumstances. No suchThere was no personal use by Senior Executives due to extraordinary circumstances existed in 2015.

2022.

From time to time, a Senior Executive’s expenses for a purpose deemed important to the business may not be considered “directly and integrally related” to the performance of the Senior Executive’s duties as required underby applicable SEC rules and, thus, would berules. These expenses are considered a perquisiteperquisites for disclosure purposes. Examples of such expenses may include attendance at conferences, seminars or award ceremonies, as well as attendance of a Senior Executive’s spouse or guest at business events or dinners where spousal or guest attendance is expected. We attribute income to Senior Executives for these expenses when

Whenever required to do so under Internal Revenue Service regulations, we attribute income to Senior Executives for perquisites and the Senior Executive is responsible for the associated tax obligation.



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COMPENSATION MATTERS
2022 NAMED EXECUTIVE OFFICERS' COMPENSATION AND PERFORMANCE
In evaluating individual performance, the Compensation Committee considered each NEO's achievements to advance the Company's strategic priorities of accelerating profitable organic growth across all businesses, focusing on ROE performance driven by underwriting excellence, generating excess capital to optimize returns, and sustaining an ethical culture supported by industry-leading ESG practices.
CHRISTOPHER SWIFT
Chairman and Chief Executive Officer
Mr. Swift has served as CEO since July 1, 2014; he was also appointed Chairman on January 5, 2015. As CEO, he is responsible for the Company’s strategy and growth, capital allocation, performance, culture and leadership.
2022 Performance
In reviewing Mr. Swift’s performance, the independent directors considered that under Mr. Swift's leadership, the Company exceeded its financial objectives for 2022, resulting in industry leading core earnings ROE of 14.4% and core earnings of $2.5 billion, both of which exceeded 2021 results. The independent directors also considered Mr. Swift's leadership and overall performance against operational and strategic goals, including expanded product offerings, top decile employee engagement scores as measured by an independent third party survey, the Company being named as the #1 insurer on America's Most JUST Companies list in 2022, and his continued focus on DEI and ESG efforts culminating in The Hartford being awarded the Catalyst Award in 2023.

2022 Compensation Decisions
• Salary. $1,200,000, a 4.3% increase from 2021.
• AIP Award. Target of $3,000,000, unchanged from 2021. The Compensation Committee approved a 2022 AIP award of $4,440,000 (148% of target), which was equal to the company AIP funding level of 148% for 2022.
• LTI Award. In February 2022, the Compensation Committee granted him an LTI award of $10,000,000, an increase of 8.1% from the previous year, in the form of 50% stock options and 50% performance shares.

BETH COSTELLO
Executive Vice President and Chief Financial Officer
Ms. Costello has served as CFO since July 1, 2014. As the Company’s CFO, Ms. Costello is responsible for finance, treasury, capital, accounting, investor relations and procurement.
2022 Performance
In reviewing Ms. Costello’s performance, the Compensation Committee considered outstanding company financial performance, execution of capital management strategy and effective expense management, including the continued execution of the “Hartford Next” transformational and cost reduction objectives. The Committee also noted Ms. Costello’s successful talent management and expanded engagements with investors, shareholders, and external partners. Under Ms. Costello’s leadership, The Hartford received affirmation of its long-term credit rating and financial strength, including S&P’s upgrade of Navigators Group rating to A+.

2022 Compensation Decisions
• Salary. $775,000, a 6.9% increase from 2021.
• AIP Award. Target of $1,300,000, unchanged from 2021. For 2022, the Compensation Committee approved an AIP award of $1,924,000 (148% of target), which was equal to the Company AIP funding level of 148% for 2022.
• LTI Award. In February 2022, the Compensation Committee granted her an LTI award of $2,500,000, an increase of 25.0% from the previous year, in the form of 50% stock options and 50% performance shares.
2023 Proxy Statement49
COMPENSATION MATTERS
DOUGLAS ELLIOT
President
Mr. Elliot served as President of The Hartford from July 1, 2014, until his retirement on December 31, 2022. The AIP award approved by the Compensation Committee was based on results achieved by the Company’s Property & Casualty business lines (small commercial, middle and large commercial, Personal Lines and global specialty), the underwriting function, and successful transition of responsibilities to the realigned leadership structure that began reporting directly to the CEO.
2022 Compensation Decisions
• Salary. $950,000, unchanged from 2021.
• AIP Award. Target of $1,900,000, unchanged from 2021. For 2022, the Compensation Committee approved an AIP award of $2,812,000 (148% of target), which was equal to the company AIP funding level of 148% for 2022.
• LTI Award. In February 2022, the Compensation Committee granted him an LTI award of $5,450,000, unchanged from the previous year, in the form of 50% stock options and 50% performance shares.
DAVID ROBINSON
Executive Vice President and General Counsel
Mr. Robinson has served as Executive Vice President and General Counsel since June 1, 2015. He is responsible for The Hartford's law department, government affairs and compliance.
2022 Performance
In reviewing Mr. Robinson’s performance, the Compensation Committee considered his effective leadership on key regulatory and coverage matters and active engagement and support for the Board of Directors, including the successful onboarding of a new director. Additionally, the Committee noted Mr. Robinson's thought leadership for ESG matters and continued successful talent development.

2022 Compensation Decisions
• Salary. $650,000, an 8.3% increase from 2021.
• AIP Award. Target of $800,000, an increase of 3.2% from 2021. For 2022, the Compensation Committee approved an AIP award of $1,184,000 (148% of target), which was equal to the Company AIP funding level of 148% for 2022.
• LTI Award. In February 2022, the Compensation Committee granted him an LTI award of $2,000,000, an increase of 37.9% from the previous year, in the form of 50% stock options and 50% performance shares.

DEEPA SONI
Executive Vice President, Head of Technology, Data, Analytics & Information Security
Ms. Soni has served as Executive Vice President since August 2021. She is responsible for The Hartford's technology, data, analytics, and information security operations.
2022 Performance
In reviewing Ms. Soni's performance, the Compensation Committee considered her enablement of various transformation initiatives including increased digital adoption, expanded data analytics and data science capabilities while creating an environment to attract top talent and enhance career development opportunities. Additionally, the Committee noted the delivery of new cloud, cyber and innovative business technologies that will improve the customer experience and achieve expense targets.
2022 Compensation Decisions
• Salary. $650,000
• AIP Award. Target of $700,000. For 2022, the Compensation Committee approved an AIP award of $1,036,000 (148% of target), which was equal to the Company AIP funding level of 148% for 2022.
• LTI Award. In February 2022, the Compensation Committee granted her an LTI award of $1,250,000 in the form of 50% stock options and 50% performance shares.


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COMPENSATION MATTERS
PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)

COMPENSATION COMMITTEE


The Compensation Committee is responsible for reviewing the performance of and approving compensation awarded to those executives who either report to the CEO or who are subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 other(other than the CEO.CEO). The Compensation Committee also evaluates the CEO’s performance and recommends his compensation for approval by the independent directors. With this input from the Compensation Committee, the independent directors review the CEO’s performance and determine his compensation level in the context of the established goals and objectives for the enterprise and his individual performance. The Compensation Committee and the independent directors typically review performance and approve annual incentive awards for the prior fiscal year at their February meetings,meeting, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, they review tally sheetsthe Compensation Committee reviews market and historical compensation information for each NEO to understand how each element of compensation relates to other elements and to the compensation package as

a whole, including outstanding equity awards.

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Annual Compensation Design, Payout and Performance Goal-Setting Process
December to January
• Review feedback from fall shareholder engagement
• Approve design of AIP and LTI programs for the upcoming year, including updates to Performance and Corporate Peer Groups
• Determine enterprise AIP funding based on the previous year's actual performance against the pre-established Compensation Core Earnings target and a review of qualitative factors
• Review Senior Executive stock ownership
February
• Review Senior Executive performance for previous year and determine individual AIP awards
• Establish AIP and LTI performance targets based on the Company's approved operating plan
• Review and approve current year total compensation recommendations for Senior Executives, including salary, AIP targets and LTI awards
• Establish Senior Executive leadership goals and objectives for the current year
May to July
• Review Say-on-Pay voting results and recommendations of proxy advisory firms
• Review company pay equity status
• Review talent succession planning, workforce diversity and the Company’s diversity programs
September
• Review Enterprise Risk Management's annual compensation risk assessment
• Review AIP and LTI program design for the coming year
• Receive independent consultant's annual report on executive compensation trends and regulatory trends
Ongoing
• Monitor the company's year-to-date performance in relation to targets
• Review and consider compensation plans, policies and practices in light of company performance, strategy, shareholder feedback and best practices
• Periodic review of the Company’s key talent and employee engagement measures (e.g., attrition, hiring, promotion, employee engagement and representation data)

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Compensation Discussion and Analysis

a whole. The tally sheets summarize the total compensation opportunity, including fixed and variable compensation, perquisites and potential payments upon termination or change of control. In addition, the tally sheets include a summary of historical compensation.

COMPENSATION CONSULTANT

Until 2015, Exequity, LLP served asFor 2022, Meridian Compensation Partners, LLC ("Meridian") was the Compensation Committee’s independent compensation consultant and regularly attended Compensation Committee meetings. In October 2015, Meridian Compensation Partners, LLP became the Compensation Committee’s independent compensation consultant and has regularly attended Compensation Committee meetings since its engagement. Pursuant to the Compensation Committee's charter, during their respective engagements, neither Exequity nor Meridian has not provided services to the companyCompany other than consulting services provided to the Compensation Committee and, with respect to CEO and director compensation, the Board. Each firm has provided market data, analysis, and advice regarding executive and director compensation.

In 2015,2022, following a review of its records and practice guidelines, both Exequity and Meridian provided the Compensation Committee a reportletter that confirmed its conformity with independence factors under applicable SEC rules and the listing standards of the NYSE.

2023 Proxy Statement51
COMPENSATION MATTERS
ROLE OF MANAGEMENT

Our Human Resources departmentteam supports the Compensation Committee in the execution of its responsibilities. The Executive Vice President,Our Chief Human Resources supervisesOfficer oversees the development of the materials for each Compensation Committee meeting, including market data, tally sheets,historical compensation and outstanding equity awards, individual and company performance metrics and compensation recommendations for consideration by the Compensation Committee.Committee (in the case of the CEO, by the independent directors). No member of our management team, including the CEO, has a role in determining his or hertheir own compensation.

BENCHMARKING

On an annual basis, the Compensation Committee reviews and considers a number of factors in establishing or recommending a target total compensation opportunity for each individual including, but not limited to, market data, tenuretime in position,role, experience, sustained performance, and internal pay equity. Although the Compensation Committee strives to be at the median,considers competitive market data, it does not target a specific market position. This section describes theThe various sources of compensation information the Compensation Committee uses to determine the competitive market for our executive officers.

officers are described in more detail below.

2022 Corporate Peer Group Development

The Compensation Committee reviews the peer groupsgroup used for compensation benchmarking (the "Corporate Peer Group") periodically or upon a significant change in business conditions for the companyCompany or its peers. As part of its review, the Compensation Committee considers many factors, including market capitalization, revenues, assets, lines of business and sources and destinations of talent. For 2015,this reason, the Corporate Peer Group differs from the Performance Peer Group described earlier for purposes of the TSR performance measure applicable to performance shares. For 2022, the Compensation Committee did not make any changes to the peer group.

2016 Proxy Statement

47

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2015 Corporate Peer Group

Group.

Data in millions – as of 12/31/152022(1)

          

Company Name(2)

Revenues

Assets

Market Cap

Aetna Inc.

$

60,227

 

$

53,424

 

$

37,701

 

Allstate Corp (The)

$

35,326

 

$

104,656

 

$

24,048

 

CNA Financial Corp

$

9,009

 

$

55,047

 

$

9,500

 

Chubb Limited(3)

$

19,067

 

$

102,366

 

$

37,881

 

Cigna Corp

$

37,876

 

$

57,088

 

$

37,695

 

Cincinnati Financial Corporation

$

5,142

 

$

18,888

 

$

9,695

 

Lincoln National Corp

$

13,484

 

$

251,937

 

$

12,438

 

Marsh & McLennan Companies, Inc.

$

12,856

 

$

18,216

 

$

28,925

 

MetLife, Inc.

$

69,905

 

$

877,933

 

$

53,591

 

Principal Financial Group, Inc.

$

11,799

 

$

218,686

 

$

13,168

 

Progressive Corp (The)

$

20,834

 

$

29,819

 

$

18,578

 

Prudential Financial Inc

$

57,252

 

$

757,388

 

$

36,553

 

Travelers Companies Inc (The)

$

26,800

 

$

100,184

 

$

34,334

 

Unum Group

$

10,731

 

$

60,590

 

$

8,104

 

Voya Financial, Inc.

$

11,341

 

$

218,250

 

$

7,948

 

W.R. Berkley Corporation

$

7,144

 

$

21,731

 

$

6,750

 

XL Group

$

9,236

 

$

58,683

 

$

11,666

 

25TH PERCENTILE

$

10,731

 

$

53,424

 

$

9,695

 

MEDIAN

$

13,484

 

$

60,590

 

$

18,578

 

75TH PERCENTILE

$

35,326

 

$

218,250

 

$

36,553

 

THE HARTFORD

$

18,150

 

$

228,348

 

$

17,802

 

PERCENT RANK

 

55%

  

83%

  

49%

 

Company Name(2)
RevenuesAssetsMarket Cap
Allstate Corp.$51,412 $97,957 $35,962 
American International Group, Inc.$56,500 $526,634 $46,986 
Berkley (W. R.) Corp.$11,166 $33,861 $19,266 
Chubb Ltd.$43,124 $199,124 $91,560 
Cincinnati Financial Corp.$6,557 $29,736 $16,094 
CNA Financial Corp.$11,879 $60,927 $11,453 
Hanover Insurance Group, Inc.$5,469 $13,997 $4,806 
Lincoln National Corp.$18,784 $335,437 $5,198 
MetLife Inc.$69,898 $666,611 $56,782 
Principal Financial Group Inc.$17,492 $292,240 $20,534 
Progressive Corp.$49,586 $75,465 $75,889 
Travelers Companies Inc.$36,884 $115,717 $43,938 
Unum Group$11,991 $61,435 $8,163 
Voya Financial Inc.$5,922 $147,652 $5,975 
25TH PERCENTILE$11,345 $61,054 $8,985 
MEDIAN$18,138 $106,837 $19,900 
75TH PERCENTILE$47,971 $268,961 $46,224 
THE HARTFORD$22,362 $73,022 $24,121 
PERCENT RANK55%37%56%

(1)

Peer data provided by S&P Capital IQ. The amounts shown in the “Revenues” column reflect S&P Capital IQ adjustments to facilitate comparability across companies.

(2)

An additional four non-public companies are included in the Corporate Peer Group as they submit data to relevant compensation surveys utilized in determining appropriate pay levels for Senior Executives: Liberty Mutual, MassMutual, Nationwide Financial, and State Farm. Several non-P&C and life insurance companies are included in the peer group because of their geographic footprint, organizational complexity and/or because we compete with them for talent.

(3)

“Chubb Limited” is the new name of the Swiss-incorporated holding company previously known as “ACE Limited.” On January 14, 2016, ACE Limited acquired The Chubb Corporation and changed its name to Chubb Limited. The information presented herein is that of legacy ACE Limited. While The Hartford also included The Chubb Corporation in its 2015 Corporate Peer Group, due to the acquisition, The Chubb Corporation did not file an annual report disclosing information used to populate this table.

(1)Data provided by S&P Global Market Intelligence. The amounts shown in the “Revenues” column reflect adjustments by S&P Global Market Intelligence to facilitate comparability across companies.
(2)An additional four non-public companies are included in the Corporate Peer Group as they submit data to relevant compensation surveys utilized in determining appropriate pay levels for Senior Executives: Liberty Mutual, MassMutual, Nationwide Financial, and State Farm.

Use of Corporate Peer Group Compensation Data

When evaluating and determining individual pay levels, the Compensation Committee periodically reviews compensation data prepared annually by Aon Hewittthird parties showing the 25th, 50th25th, 50th and 75th75th percentiles of various pay elements for the companies listed above. As noted previously, the Compensation Committee does not target a specific market position in pay. The Corporate Peer Group includes both insurance and financial services companies because the functional responsibilities of most executives are not specific to the insurance industry. Two of our NEOs, our Chief Risk Officer (“CRO”) and our Chief Investment Officer and President of HIMCO and Talcott Resolution, were also benchmarked against similar roles at a broader group of financial services companies within the standard McLagan Risk Management and Investment Management surveys, respectively.

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COMPENSATION MATTERS
The Compensation Committee also reviews general industry survey data published by third parties as a general indicator of relevant market conditions and pay practices, including perquisites. Neither the Compensation Committee nor management has any input into companies included in these general industry or financial services company surveys.

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Compensation Discussion and Analysis

PAY FOR PERFORMANCE

2015 AIP PERFORMANCE

Based on the assessment of performance described below, the Compensation Committee established an AIP funding level of 116% of target for the 2015 performance year.

As described on pages 42-44, we have a three-step process for determining AIP awards.

 

Compensation Core Earnings for 2015 was $1,645 million measured against an AIP target of $1,605 million. The calculation of Compensation Core Earnings started with 2015 GAAP net income and was adjusted as set forth on Appendix A pursuant to the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the performance year. The Compensation Committee approved a definition of Compensation Core Earnings that provides for pre-determined adjustments to ensure that AIP award payments represent the results achieved in the underlying business and are not unduly inflated or deflated due to the effect of items that do not directly reflect company or management performance. As a result, actual Compensation Core Earnings will differ from the earnings numbers provided in our financial statements.

As discussed on page 42, the financial target for 2015 Compensation Core Earnings was set based on our annual operating plan as reviewed by the Board prior to the start of the fiscal year. Highlighted below are the minimum threshold, target and maximum Compensation Core Earnings levels against actual results for 2015. Compensation Core Earnings of $1,645 million against a target of $1,605 million resulted in a formulaic AIP funding level of 116%.

2015 Compensation Core Earnings

 

The Compensation Committee undertook a qualitative review focused on the following:

Qualitative criteria

Results considered

Quality of earnings:

➨

Despite challenging market conditions, the company’s businesses performed well, including a return to growth in Group Benefits and improved combined ratios in Commercial P&C, a reduction in costs and favorable expenses in the run-off business and net investment income that exceeded the operating plan.

Risk & Compliance:

➨

The company achieved ratings upgrades from the rating agencies, and received New York Stock Exchange recognition for best-in-class risk management and governance.

Peer Relative Performance:

➨

The company outperformed various benchmarks, including the S&P 500 Index and S&P 500 Insurance Index.

Expense management:

➨

The company achieved its 2015 expense reduction targets.

Non-financial and strategic objectives:

➨

The company made strategic technology investments, hired key talent and returned value to shareholders through its capital management program.

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The Compensation Committee felt that, while the company performed well in these qualitative criteria, the formulaic AIP funding level of 116% of target appropriately reflected strong 2015 performance. Accordingly, the Compensation Committee concluded that no adjustment to the formulaic AIP funding level was necessary.

2015 Named Executive Officers Compensation and Performance

 

Christopher Swift

Mr. Swift has served as CEO since July 1, 2014; he was also appointed Chairman on January 5, 2015. For 2015, the independent directors approved a base salary of $1,000,000, an AIP target of $2,100,000, and a 2015 LTI award of $6,400,000 granted in the form of 50% stock options and 50% performance shares on March 3, 2015.

Based on the process outlined beginning on page 49, the independent directors approved an AIP award of $2,450,000 (117% of target), close to the company AIP funding level, taking into account that under Mr. Swift’s leadership, the company:

• 

Delivered strong financial performance and exceeded the annual operating plan; improved core earnings and ROE compared to prior year, achieved 7% growth in book value per diluted share (excluding AOCI), and outperformed both the S&P 500 and the S&P 500 Insurance Composite indices on one-year TSR.

• 

Furthered external engagement with investors, government officials, and distribution partners.

• 

Continued focus on talent management, diversity, and inclusion, resulting in employee engagement scores that are in the top decile of the market, as measured by the IBM® Kenexa® survey of global companies.

Beth Bombara

Ms. Bombara has served as CFO since July 1, 2014. For 2015, the Compensation Committee approved a base salary of $650,000, an AIP target of $1,000,000, and a 2015 LTI award of $1,650,000 granted in the form of 50% stock options and 50% performance shares on March 3, 2015.

Based on the process outlined beginning on page 49, the Compensation Committee approved an AIP award of $1,200,000 (120% of target), slightly above the company AIP funding level, taking into account that Ms. Bombara:

• 

Delivered on a capital management plan that reduced debt by $750 million and returned $1.6 billion of capital to our shareholders, while the company received financial strength rating upgrades from A.M. Best, Moody’s and Standard and Poor’s.

• 

Expanded relationships with key external stakeholders, including investors, rating agencies and bankers.

• 

Drove improved employee engagement and diversity and inclusion results and retained all key talent within her organization.

Douglas Elliot

Mr. Elliot has served as President of The Hartford since July 1, 2014. For 2015, the Compensation Committee approved a base salary of $900,000, an AIP target of $1,700,000, and a 2015 LTI award of $4,400,000 granted in the form of 50% stock options and 50% performance shares on March 3, 2015.

Based on the process outlined beginning on page 49, the Compensation Committee approved an AIP award of $2,000,000 (118% of target), close to the company AIP funding level, taking into account that Mr. Elliot:

• 

Exceeded core earnings plans across Commercial Lines, Personal Lines, and Group Benefits and delivered strong combined ratios within the commercial businesses.

• 

Led the expansion of product, distribution, and underwriting capabilities and investment in technology enhancements to reduce cycle times and enhance the agent and customer experience.

• 

Significantly strengthened organizational talent through key new hires and led improvement across employee engagement, diversity and inclusion, and talent retention metrics.

Brion Johnson

Mr. Johnson has served as Chief Investment Officer and President of HIMCO since May 16, 2012 and President of Talcott Resolution since August 1, 2014. For 2015, the Compensation Committee approved a base salary of $525,000, an AIP target of $1,200,000 and an LTI award of $1,200,000 granted in the form of 50% stock options and 50% performance shares on March 3, 2015.

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Compensation Discussion and Analysis

Based on the process outlined beginning on page 49, the Compensation Committee approved an AIP award of $1,400,000 (117% of target), close to the company AIP funding level, taking into account that Mr. Johnson:

• 

Produced strong financial results for HIMCO in a volatile market, resulting in net investment income that exceeded annual operating plan.

• 

Delivered excellent operational results in Talcott Resolution, outperforming its core earnings plan and reducing expenses.

• 

Initiated and executed a significant HIMCO organizational restructuring to better position the firm for the future and increased employee engagement results in the midst of restructuring.

• 

Successfully recruited key strategic external hires and expanded diversity of top leadership.

Robert Rupp

Mr. Rupp has served as Chief Risk Officer since November 2, 2011. For 2015, the Compensation Committee approved a base salary of $600,000, an AIP target of $1,200,000 and an LTI award of $1,400,000 granted in the form of 50% stock options and 50% performance shares on March 3, 2015.

Based on the process outlined beginning on page 49, the Compensation Committee approved an AIP award $1,400,000 (117% of target), close to the company funding level, taking into account that Mr. Rupp:

• 

Effectively managed market and credit risk during a tumultuous market cycle, partnering with HIMCO on portfolio optimization.

• 

Increased cyber risk mitigation efforts internally and with vendors, undertaking a thorough assessment.

• 

Received significant external recognition in 2015, including being named Chief Risk Officer of the Year by Risk magazine, and playing a key role in the company's receipt of the NYSE Governance Services' Leadership Award for best governance, risk and compliance programs at a large-cap company.

• 

Added key external talent and improved overall scores on employee engagement and diversity and inclusion metrics.

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CERTIFICATION OF PERFORMANCE SHARE AWARDS FOR THE 2013-2015 PERFORMANCE PERIOD

On March 5, 2013, the Compensation Committee granted Senior Executives performance shares tied to relative TSR against a peer group of 10 companies. These performance shares vested as of December 31, 2015, the end of the three-year performance period for the award. The company’s TSR during the performance period ranked ahead of all 10 peer companies. This performance resulted in a payout of 200% of target as certified by the Compensation Committee on February 22, 2016.

Details of the 2013 performance shares are given on page 37 of our 2014 Proxy Statement filed with the Securities and Exchange Commission on April 10, 2014.

COMPENSATION POLICIES AND PRACTICES

STOCK OWNERSHIP AND RETENTION GUIDELINES

Senior Executives are expected to meet or exceed certain levels of stock ownership to align their interests with those of shareholders. The Compensation Committee has established the following ownership guidelines for the CEO and other NEOs:

Level

(As a multipleMultiple of base salary)

Base Salary)

CEO

6x

Other NEOs

4x

The Compensation Committee reviews ownership levels annually. NEOs are generally expected to meet these ownership guidelines within five years of appointment to position. As of March 21, 2016,20, 2023, the CEO and each of the other NEOs met their respective guideline.

TIMING OF EQUITY GRANTS

Equity grants may be awarded four times per year, on the firstsecond trading day of a quarterly trading window following the filing of our Form 10-Q or 10-K for the prior period. Our practice is to grant annual equity awards duringfollowing the first quarterly trading windowfiling of the year.our Annual Report on Form 10-K. This timing ensures that grants are made at a time when the stock price reflects the most current public data regarding our performance and financial condition as is reasonably possible.

condition.

RECOUPMENT POLICY

We have a recoupment policy that allows for the recoupment of any incentive compensation (cash or equity) paid or payable at any time to the extent such recoupment either (i) is required by applicable law or listing standards, or (ii) is determined by the companyCompany to be necessary in accordance with Company policy or business circumstances or appropriate in light of business circumstancesan employee's action, or employee misconduct.

failure to act, which is inimical to the best interests of the Company.

RISK MITIGATION IN PLAN DESIGN

Management has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company.Company. Our Enterprise Risk Management function performs a risk review of any new incentive compensation plans or any material changes to existing plans annually and completesengages an independent third party to complete a comprehensive review of all incentive compensation plans every five years. In 2015,2022, Enterprise Risk Management conducted its annual review and discussed the results of that review with the Compensation Committee. Enterprise Risk Management concluded that current incentive plans do not promote inappropriate risk-taking or encourage the manipulation of reported earnings.

The following features of our executive compensation program guard against excessive risk-taking:

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Compensation Discussion and Analysis

Feature

2023 Proxy Statement53

Rationale

COMPENSATION MATTERS

FeatureRationale
Pay Mix

•A mix of fixed and variable, annual and long-term, and cash and equity compensation encourages strategies and actions that are in the company’s long-term best interests

•Long-term compensation awards and overlapping vesting periods encourage executives to focus on sustained company results and stock price appreciation

Performance Metrics

•Incentive awards based on a variety of performance metrics diversify the risk associated with any single indicator of performance

Equity Incentives

•Stock ownership guidelines align executive and shareholder interests

•Equity grants are made only during a trading window following the release of financial results

•No reload provisions are included in any stock option awards

Plan Design

•Incentive plans are not overly leveraged, cap the maximum payout, and include design features intended to balance pay for performance with an appropriate level of risk-taking

• The 2014 Incentive Stock Plan doesOur equity incentive plans do not allow:

◦ stockStock options with an exercise price less than the fair market value of our common stock on the grant date

date;

◦ re-pricingRe-pricing (reduction in exercise price) of stock options

without shareholder approval; or

◦ singleSingle trigger vesting of awards upon a Change of Control if awards are assumed or replaced with substantially equivalent awards

Recoupment

•We have a broad incentive compensation recoupment policy in addition to claw-back provisions under the 2014 Incentive Stock Plan

our equity incentive plans

HEDGING AND PLEDGING COMPANY SECURITIES

We prohibit all ofhave robust policies prohibiting our employees and directors from engaging in hedging, monetization, derivative, speculative and similar transactions involving company securities. In addition, Directors and Senior Executives are prohibited from holding stock in a margin account or pledging company securities.

stock as collateral for a loan.

POTENTIAL SEVERANCE AND CHANGE OF CONTROL PAYMENTS

The companyCompany does not have individual employment agreements. NEOs are covered under a common severance pay plan that provides severance in a lump sum equal to 2xtwo times the sum of annual base salary plus target bonus,bonus*, whether severance occurs before or after a change of control (no gross-up is provided for any change of control excise taxes that might apply). As a condition to receiving severance, Senior Executives must agree to restrictive covenants covering such items as non-competition, non-solicitation of business and employees, non-disclosure and non-disparagement.

We maintainThe Company maintains change of control benefits to ensure continuity of management and to permit each of these individualsexecutives to focus on his or hertheir responsibilities without undue distraction related to concerns about personal financial security if we arethe Company is confronted with a contest for control. These benefits are also designed to ensure that in any such contest, management is not influenced by events that could occur following a change of control.

OurThe 2014 Incentive Stock Plan providesand the 2020 Stock Incentive Plan provide for “double trigger” vesting on a change of control. If an NEO terminates employment for “Good Reason” or histheir employment is terminated without “Cause” (each term as defined(see definitions on page 68)68) within 2two years following a Change of Control (as defined in the change of control,plan), then any awards that were assumed or replaced with substantially equivalent awards would vest. If the awards were not assumed or replaced with substantially equivalent awards, then they wouldthe awards vest immediately upon the changeChange of control.

Control.

*If Ms. Soni is involuntarily terminated, other than for Cause, she would receive twelve months of annual base salary plus an additional month of annual base salary for every year of service, up to a maximum of twenty-four months of annual base salary.

EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN

In designing our compensation programs, we consider the tax and accounting impact of our decisions. In doing so, we strive to strike a balance between designing appropriate and competitive compensation programs for our executives, while also maximizing the deductibility of such compensation, and, to the extent reasonably possible, avoiding adverse accounting effects and ensuring that any accounting consequences are appropriately reflected in our financial statements.

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Principal among the tax considerations is the potential impact of Section 162(m) of the Internal Revenue Code, which generally denies a publicly traded company a federal income tax deduction for compensation in excess of $1 million paid to the CEO or any of the next three most highly compensated executive officers (other than the CFO) as determined as of the last day of the applicable year (the “Covered Officers”), unless the amount of such excess is payable based solely upon the attainment of objective performance criteria. For this reason, where applicable, our variable compensation, including 2015 annual incentive awards and performance share payouts, is generally designed to qualify as exempt performance-based compensation. At last year's Annual Meeting, in order to comply with Section 162(m), shareholders approved the material terms of the annual executive bonus program under which the maximum annual bonus that may be paid to any of the Covered Officers for any given year is the lesser of 300% of the annual target bonus in effect for the Covered Officer's position at the beginning of the year, as approved by the Compensation Committee, or $5,000,000. The Compensation Committee may, however, in certain circumstances, approve incentive awards or other payments that do not qualify as exempt performance-based compensation and may not be deductible.

Other taxTax considerations are factored into the design of our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

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COMPENSATION MATTERS
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management we haveand has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015.

2022.

Report submitted as of March 23, 201616, 2023 by:

Members of the Compensation and Management Development Committee:


Matthew E. Winter, Chair
Carlos Dominguez
Trevor FetterChairman
Thomas A. Renyi
Teresa W. Roseborough
Virginia P. Ruesterholz
H. Patrick Swygert

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


As of the date of this proxy statement, the Compensation and Management Development Committee consists of Messrs. Fetter (Chairman), Renyi and Swygert and Ms. Ruesterholz, all of whom are independent non-management directors. None of the Compensation and Management Development Committee members has served as an officer or employee of The Hartford and none of the The Hartford’s executive officers has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of the The Hartford’s Board.

2023 Proxy Statement55

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Compensation Discussion and Analysis

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The table below reflects total compensation paid to or earned by each NEO.

Name and Principal
Position		YearSalary
($)		Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
All Other
Compensation
($)(5)
Total
($)
Christopher Swift
Chairman and Chief Executive Officer		20221,187,500 — 5,153,500 5,000,000 4,440,000 — 305,469 16,086,469 
20211,150,000 — 5,001,475 4,625,000 4,740,000 8,184 299,689 15,824,348 
20201,150,000 — 3,740,850 4,250,000 2,400,000 33,824 231,521 11,806,195 
Beth Costello
Executive Vice President and Chief Financial Officer		2022762,500 — 1,288,375 1,250,000 1,924,000 — 66,100 5,290,975 
2021725,000 — 1,081,400 1,000,000 2,054,000 — 65,800 4,926,200 
2020725,000 — 814,185 925,000 1,000,000 42,587 65,700 3,572,472 
Douglas Elliot
President		2022950,000 — 2,808,658 2,725,000 2,812,000 — 131,296 9,426,954 
2021950,000 — 2,946,815 2,725,000 3,002,000 4,363 80,515 9,708,693 
2020950,000 — 2,336,931 2,655,000 1,520,000 14,901 65,700 7,542,532 
David Robinson
Executive Vice President and General Counsel		2022637,500 — 1,030,700 1,000,000 1,184,000 — 66,100 3,918,300 
2021600,000 — 784,015 725,000 1,224,500 1,489 65,800 3,400,804 
2020593,750 — 572,130 650,000 580,000 25,565 54,350 2,475,795 
Deepa Soni*
Executive Vice President, Head of Operations, Technology, Data & Analytics		2022637,500 — 644,188 625,000 1,036,000 — 57,900 3,000,588 
2021NANANANANANANANA
2020NANANANANANANANA
*Ms. Soni was not an NEO beginningprior to 2022.

(1)This column reflects the aggregate grant date fair value of performance shares calculated in the later ofaccordance with FASB ASC Topic 718 for the fiscal yearyears ended December 31, 20132022, 2021 and 2020. Detail on the 2022 grants is provided in the Grants of Plan Based Awards Table on page 58. The amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 19 of the Company's Annual Report on Form 10-K for 2022 and footnote 20 of the Company's Annual Reports on Form 10-K for 2021 and 2020.
    To determine the fair value of the 2022 performance share award under FASB ASC Topic 718, the market value on the grant date is adjusted to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period, determined as of the grant date. These adjustments result in a value under FASB ASC Topic 718 that is 103.07% of the market value on the grant date.
The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200% of the target award. The value* of performance shares assuming the highest possible outcome of the performance conditions determined at the time of grant (200% of the target award) would in total be:
NEO2022 Performance
Shares ($)
(February 23, 2022 grant date)		2021 Performance
Shares ($)
(February 23, 2021 grant date)		2020 Performance
Shares ($)
(February 25, 2020 grant date)
C. Swift10,000,0009,250,0008,500,000
B. Costello2,500,0002,000,0001,850,000
D. Elliot5,450,0005,450,0005,310,000
D. Robinson2,000,0001,450,0001,300,000
D. Soni1,250,000NANA
*Does not include the value of any dividend equivalents credited on the performance shares during the performance period.
Under the 2014 Incentive Stock Plan, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to RSUs and performance share awards made in a single calendar year. As a result, the number of shares ultimately distributed to an employee (or former employee) with respect to awards made in the same year will be reduced, if necessary, so that the number does not exceed these limits. Under the 2020 Stock Incentive Plan, no more than 3,000,000 shares in the aggregate can be granted to an individual employee with respect to any awards in a single calendar year, except in the event of a new hire or the year the individual first became an NEO.

                            

Name and Principal
Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)(3)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

All Other
Compensation
($)(5)

Total
($)

Christopher Swift
Chairman and Chief Executive Officer

 

 

2015

  

1,000,000

  

 

  

3,289,280

  

3,200,000

  

2,450,000

  

5,764

  

77,375

  

10,022,419

 
 

2014

  

912,500

  

 

  

1,119,030

  

1,100,000

  

2,139,000

  

45,913

  

76,341

  

5,392,784

 
 

2013

  

825,000

  

 

  

3,100,000

  

1,100,000

  

1,850,000

  

-

  

96,818

  

6,971,818

 

Beth Bombara
Executive Vice President and Chief Financial Officer

 

2015

  

643,750

  

 

  

848,018

  

825,000

  

1,200,000

  

-

  

65,300

  

3,582,068

 
 

2014

  

560,000

  

 

  

508,650

  

500,000

  

1,350,000

  

44,171

  

65,200

  

3,028,021

 

Douglas Elliot
President

  

 

2015

  

900,000

  

 

  

2,261,380

  

2,200,000

  

2,000,000

  

3,101

  

67,006

  

7,431,487

 
 

2014

  

825,000

  

 

  

1,017,300

  

1,000,000

  

1,800,000

  

21,126

  

69,297

  

4,732,723

 
 

2013

  

750,000

  

 

  

3,000,000

  

1,000,000

  

1,700,000

  

-

  

84,835

  

6,534,835

 

Brion Johnson
Chief Investment Officer and President, HIMCO and Talcott Resolution

 

2015

  

518,750

  

 

  

616,740

  

600,000

  

1,400,000

  

1,286

  

65,300

  

3,202,076

 
 

2014

  

458,333

  

 

  

559,515

  

550,000

  

1,450,000

  

8,336

  

62,600

  

3,088,784

 

Robert Rupp
Executive Vice President and Chief Risk Officer

 

2015

  

600,000

  

 

  

719,530

  

700,000

  

1,400,000

  

2,443

  

65,300

  

3,487,273

 
 

2014

  

600,000

  

 

  

712,110

  

700,000

  

1,600,000

  

4,649

  

66,893

  

3,683,652

 
 

2013

  

600,000

  

 

  

1,900,000

  

700,000

  

1,500,000

  

645

  

82,874

  

4,783,519

 

(1)

The amounts shown in this column reflect the full aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for the fiscal years ended: (a) December 31, 2013, 2014, and 2015 for performance shares (including performance shares granted as part of the October 30, 2013 special equity awards to Messrs. Swift, Elliot and Rupp) and (b) December 31, 2013 for restricted stock units (“RSUs”) granted as part of the October 30, 2013 special equity awards to Messrs. Swift, Elliot and Rupp. Detail on 2015 grants is provided in the Grants of Plan Based Awards Table on page 57. Assumptions used in the calculation of these amounts are included in footnote 19 to the company’s audited financial statements for the fiscal year ended December 31, 2013, footnote 18 to the company’s audited financial statements for the fiscal year ended December 31, 2014 and footnote 17 to the company’s audited financial statements ended December 31, 2015, included in the company’s 2013, 2014 and 2015 Annual Reports on Form 10-K, respectively. Amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Performance share award amounts included in this column reflect the target award value, adjusted to reflect the probable outcome of the performance conditions and the lack of dividends. The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200% of the target award. Performance share award amounts assuming the highest possible outcomes of performance conditions to which the awards are subject, determined at the time of grant (200% of the target award), would in total be:

              

 

NEO

2015 Performance Shares
(March 3, 2015 grant date)*

2014 Performance Shares
(March 4, 2014 grant date)*

2013 Performance Shares
(March 5, 2013 grant date)

2013 Special Equity Grant
(October 30, 2013 grant date)

 

Mr. Swift

$

6,067,995

 

$

2,090,738

 

$

2,200,000

 

$

2,000,000

 

 

Ms. Bombara

$

1,564,400

 

$

950,336

  

 

  

 

 

 

Mr. Elliot

$

4,171,707

 

$

1,900,671

 

$

2,000,000

 

$

2,000,000

 

 

Mr. Johnson

$

1,137,710

 

$

1,045,335

  

 

  

 

 

 

Mr. Rupp

$

1,327,393

 

$

1,330,470

 

$

1,400,000

 

$

1,200,000

 

*Reflects adjustment for no payment of dividends on unvested performance shares.

promotion.

2016 Proxy Statement

55

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Under the 2010 and 2014 Incentive Stock Plans, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to RSUs and performance share awards made in a single calendar year. As a result, the number of shares ultimately distributed to an employee (or former employee) with respect to awards made in the same year will be reduced, if necessary, so that the number does not exceed this limit.

(2)

56		www.thehartford.com

The amounts shown in this column reflect the full aggregate grant date fair value for the fiscal years ended December 31, 2013, 2014, and 2015 calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 19 to the company’s audited financial statements for the fiscal year ended December 31, 2013, in footnote 18 to the company’s audited financial statements for the fiscal year ended December 31, 2014 and in footnote 17 to the company’s audited financial statements for the fiscal year ended December 31, 2015, included in the company’s 2013, 2014 and 2015 Annual Reports on Form 10-K, respectively. Amounts in this column are not reduced for estimated forfeitures during the applicable vesting periods.

(3)

The amounts shown in this column reflect cash AIP awards paid for the respective years.

(4)

The amounts shown in this column reflect the actuarial increase, if any, in the present value of the accumulated benefits of the NEOs under all pension plans established by the company. The amounts were calculated using discount rate and form of payment assumptions consistent with those used in the company’s GAAP financial statements. Actuarial assumptions for 2015 are described in further detail in the footnote to the Pension Benefits Table on page 61. For Ms. Bombara, the change in pension value for 2015 is ($217), and for Messrs. Swift and Elliot, the change in pension values for 2013 are ($16,786), and ($7,165), respectively, and therefore not reported in the table.

(5)

The amounts shown in this column are described in the Summary Compensation Table—All Other Compensation below.

COMPENSATION MATTERS

SUMMARY COMPENSATION TABLE—ALL OTHER COMPENSATION

(2)This column reflects the aggregate grant date fair value for the fiscal years ended December 31, 2022, 2021 and 2020 calculated in accordance with FASB ASC Topic 718. The followingamounts in this column are not reduced for estimated forfeitures during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 19 of the Company's Annual Report on Form 10-K for 2022 and in footnote 20 of the Company's Annual Reports on Form 10-K for 2020 and 2021.

(3)This column reflects cash AIP awards paid for the respective years.
(4)This column reflects the actuarial increase, if any, in the present value of the accumulated benefits of the NEOs under all pension plans established by the Company (these plans were frozen as of December 31, 2012 and no longer accrue benefits, other than interest on cash balance benefits). The amounts were calculated using discount rate and form of payment assumptions consistent with those used in the Company’s GAAP financial statements. Actuarial assumptions for 2022 are described in further detail in footnote 2 of the Pension Benefits Table on page 61. There were no increases for any NEOs. The present values for Mr. Swift, Ms. Costello, Mr. Elliot and Mr. Robinson decreased by $15,836, $57,395, $4,090, and $28,907, respectively. Having joined the Company after December 31, 2012, when these plans were frozen, Ms. Soni does not have a benefit under either pension plan.
(5)This column reflects amounts described in the Summary Compensation Table—All Other Compensation.

Summary Compensation Table - All Other Compensation
This table provides more details on the amounts presented in the “All Other Compensation” column in the Summary Compensation Table on page 5556 for the NEOs.

             

Name

Year

Perquisites
($)

Contributions or other
allocations to defined
contribution plans
($)(1)

Total
($)

Christopher Swift

 

2015

  

12,075

(2)

 

65,300

  

77,375

 

Beth Bombara

 

2015

  

-

  

65,300

  

65,300

 

Douglas Elliot

 

2015

  

1,706

(3)

 

65,300

  

67,006

 

Brion Johnson

 

2015

  

-

  

65,300

  

65,300

 

Robert Rupp

 

2015

  

-

  

65,300

  

65,300

 

NameYear
Perquisites
($)(1)
Contributions or Other
Allocations to Defined
Contribution Plans
($)(2)
Total
($)
Christopher Swift2022239,369 66,100 305,469 
Beth Costello2022— 66,100 66,100 
Douglas Elliot202265,196 66,100 131,296 
David Robinson2022— 66,100 66,100 
Deepa Soni2022— 57,900 57,900 
(1)As permitted by SEC rules, we have included the perquisites and other personal benefits that we provided in 2022 where the aggregate amount of such compensation to an NEO exceeds $10,000. Perquisite amounts for Mr. Swift include personal use of corporate aircraft not requiring reimbursement to the Company ($224,783), commuting costs, and expenses associated with his spouse's attendance at two business functions. The perquisite amount for Mr. Elliot includes personal use of corporate aircraft not requiring reimbursement to the Company ($55,771), expenses associated with his spouse's attendance at two business functions, expenses related to an executive physical, and a retirement gift in recognition of Mr. Elliot's service as the Company's President.
(2)This column represents company contributions under the Company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan) and The Hartford Excess Savings Plan (the “Excess Savings Plan”), a non-qualified plan established to “mirror” the qualified plan to facilitate deferral of amounts that cannot be deferred under the 401(k) plan due to Internal Revenue Code limits. Additional information can be found under the “Excess Savings Plan” section of the Non-Qualified Deferred Compensation Table beginning on page 61.

(1)

2023 Proxy Statement57

The amounts shown in this column represent company contributions under the company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan) and The Hartford Excess Savings Plan (the “Excess Savings Plan”), a non-qualified plan established to “mirror” the qualified plan to facilitate deferral of amounts that cannot be deferred under the 401(k) plan due to Internal Revenue Code limits. Additional information can be found under the “Excess Savings Plan” section of the Non-Qualified Deferred Compensation Table beginning on page 63.

(2)

COMPENSATION MATTERS

Perquisite amounts for Mr. Swift include expenses associated with the attendance of Mr. Swift's spouse at a business function and commuting costs.

(3)

Perquisite amounts for Mr. Elliot include expenses associated with the attendance of Mr. Elliot's spouse at a business function.

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Compensation Discussion and Analysis

GRANTS OF PLAN BASED AWARDS TABLE

The followingThis table discloses the actual number of stock options, performance shares and RSUsinformation about equity awards granted to the NEOs in 20152022 pursuant to the 20142020 Stock Incentive Stock Plan and the grant date fair value of these awards.Plan. The table also discloses potential payouts under the AIP and performance share awards.AIP. Actual AIP payouts are reported in the Summary Compensation Table on page 5556 under the heading “Non-Equity Incentive Plan Compensation.” The equityEquity awards have been rounded to the nearest whole share or option.

NamePlanGrant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
Threshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
C.
Swift		2022 AIP 1,050,000 3,000,000 9,000,000        
Stock Options2/23/2022       301,932 69.41 5,000,000 
Performance
Shares		2/23/2022   12,606 72,036 144,071    5,153,500 
B. Costello2022 AIP 455,000 1,300,000 3,900,000        
Stock Options2/23/2022       75,483 69.41 1,250,000 
Performance
Shares		2/23/2022   3,152 18,009 36,018    1,288,375 
D.
Elliot		2022 AIP 665,000 1,900,000 5,700,000        
Stock Options2/23/2022       164,553 69.41 2,725,000 
Performance
Shares		2/23/2022   6,870 39,259 78,519    2,808,658 
D. Robinson2022 AIP280,000 800,000 2,400,000 
Stock Options2/23/202260,386 69.41 1,000,000 
Performance
Shares		2/23/20222,521 14,407 28,814 1,030,700 
D. Soni2022 AIP245,000 700,000 2,100,000 
Stock Options2/23/202237,742 69.41 625,000 
Performance
Shares		2/23/20221,576 9,004 18,009 644,188 
(1)The “Threshold” column shows the payout amount for achieving the minimum level of performance for which an amount is payable under the AIP at 35% of target (no amount is payable if this level of performance is not reached). The “Maximum” column shows the maximum amount payable at 300% of target (the maximum amount payable for an individual AIP award). The actual 2022 AIP award for each NEO is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
(2)The performance shares granted on February 23, 2022 vest on December 31, 2024, the end of the three year performance period. The vesting percentage is based on the Company’s TSR performance relative to the 2022 Performance Peer Group (as described on page 47) and performance based on pre-established ROE targets. These two measures are weighted equally (50/50), as described on page 46, and each one has an independent minimum payout level of 35% of target. The “Threshold” column for this grant represents 17.5% of target, which reflects the minimum possible amount that could be paid under these awards (no amount is payable if the threshold level of performance is not reached for at least one performance measure). The “Maximum” column for this grant represents 200% of target and is the maximum amount payable. See Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated.
(3)The options granted in 2022 to purchase shares of the Company's common stock vest 1/3 per year on each anniversary of the grant date and each option has an exercise price equal to the fair market value of one share of common stock on the grant date. The value of each stock option award is $16.56 and was determined by using a hybrid lattice/Monte-Carlo based option valuation model; this value was not reduced to reflect estimated forfeitures during the vesting period. See Payments upon Termination or unit.

Change of Control table for a description of the circumstances in which vesting is accelerated.
                                       

Name

Plan

Grant Date

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)

 

Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Christopher
Swift

2015 AIP

 

 

  

1,050,000

  

2,100,000

  

4,200,000

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Stock Options

 

3/3/2015

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

301,887

  

41.25

  

3,200,000

 

Performance
Shares

 

3/3/2015

  

 

  

 

  

 

  

 

  

19,394

  

77,576

  

155,152

  

 

  

 

  

 

  

3,289,280

 

Beth Bombara

2015 AIP

 

 

  

500,000

  

1,000,000

  

2,000,000

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Stock Options

 

3/3/2015

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

77,830

  

41.25

  

825,000

 

Performance
Shares

 

3/3/2015

  

 

  

 

  

 

  

 

  

5,000

  

20,000

  

40,000

  

 

  

 

  

 

  

848,018

 

Douglas
Elliot

2015 AIP

 

 

  

850,000

  

1,700,000

  

3,400,000

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Stock Options

 

3/3/2015

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

207,547

  

41.25

  

2,200,000

 

Performance
Shares

 

3/3/2015

  

 

  

 

  

 

  

 

  

13,333

  

53,333

  

106,666

  

 

  

 

  

 

  

2,261,380

 

Brion Johnson

2015 AIP

 

 

  

600,000

  

1,200,000

  

2,400,000

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Stock Options

 

3/3/2015

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

56,604

  

41.25

  

600,000

 

Performance
Shares

 

3/3/2015

  

 

  

 

  

 

  

 

  

3,636

  

14,545

  

29,090

  

 

  

 

  

 

  

616,740

 

Robert
Rupp

2015 AIP

 

 

  

600,000

  

1,200,000

  

2,400,000

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Stock Options

 

3/3/2015

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

66,038

  

41.25

  

700,000

 

Performance
Shares

 

3/3/2015

  

 

  

 

  

 

  

 

  

4,243

  

16,970

  

33,940

  

 

  

 

  

 

  

719,530

 

(4)The NYSE closing price per share of the Company’s common stock on February 23, 2022, the date of the 2022 LTI grants for the NEOs, was $69.41. To determine the fair value of the performance share award under FASB ASC Topic 718, the market value on the grant date is adjusted by a factor of 1.0307 to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period, determined as of the grant date.

(1)

58

The amounts shown in these columns represent threshold, target and maximum awards payable to the NEOs under the company’s AIP for 2015. Consistent with company practice, the NEO’s threshold, target and maximum AIP award opportunities are based on salary for 2015. The amounts shown under the “Threshold” column represent the payout amount for achieving the minimum level of performance for which an amount is payable under the AIP (no amount is payable if this level of performance is not reached). The amounts shown under the “Maximum” column are 200% of target and represent, in the Compensation Committee’s practice, the maximum amount payable. However, to reward extraordinary performance, the Compensation Committee may, in its sole discretion, authorize individual AIP awards of up to the lower of 300% of the target annual incentive payment level or the Internal Revenue Code section 162(m) limit. The actual 2015 AIP award for each of the NEOs is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

(2)

The amounts in these columns represent the number of performance shares granted to the NEOs on March 3, 2015 as part of the annual LTI award program. The performance shares granted on March 3, 2015 vest on December 31, 2017, the end of the three year performance period, based on the company’s TSR performance relative to a peer group established by the Compensation Committee, and performance based on pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 44. The amounts shown under the “Threshold” column for this grant represent 25% of target which is the payout amount for achieving the minimum level of performance for which an amount is payable under the program (no amount is payable if this level of performance is not reached). The amounts shown under the “Maximum” column are 200% of target and represent the maximum amount payable. Should Mr. Rupp’s employment terminate after November 2, 2016, annual awards outstanding for at least one year will pro rata vest provided that certain conditions are satisfied.

(3)

The amounts in this column represent the number of options granted in 2015 to purchase shares of common stock. Each option award vests 1/3 per year on each anniversary of the grant date and each option has an exercise price equal to the fair market value of one share of common stock on the date of grant. The value of each stock option award was determined by using a lattice/Monte-Carlo based option valuation model; the value was not reduced to reflect estimated forfeitures during the vesting period. The value established for each stock option was $10.60. Should Mr. Rupp’s employment terminate after November 2, 2016, annual awards outstanding for at least one year will pro rata vest provided that certain conditions are satisfied.

(4)

The NYSE closing price per share of the company’s common stock of $41.25 on March 3, 2015, the date of the annual LTI grants for the NEOs, is used to value the annual LTI award. To determine the fair value of the performance share award, the market value on the grant date is adjusted by a factor of 1.0279 to take into consideration that (a) dividends are not paid on unvested performance shares, and (b) the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718.

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2016 Proxy Statement

57

COMPENSATION MATTERS

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The followingThis table shows outstanding stock option awards classified as exercisable and unexercisable and the number and market value of any unvested or unearned equity awards outstanding as of December 31, 2015. The value of any unvested or unearned equity awards outstanding as of December 31, 2015 is calculated2022 and valued using a market value of $43.46,$75.83, the NYSE closing price per share of the company’sCompany’s common stock on December 31, 2015.

30, 2022.
                                     

Name

Option Awards

 

Stock Awards

Grant Date

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(3)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(3)

Christopher
Swift

 

3/1/2011

  

92,937

  

-

  

28.91

  

3/1/2021

  

 

  

 

  

 

  

 

  

 

 
 

2/28/2012

  

148,448

  

-

  

20.63

  

2/28/2022

  

 

  

 

  

 

  

 

  

 

 
 

3/5/2013

  

94,258

  

47,130

  

24.15

  

3/5/2023

  

 

  

 

  

 

  

 

  

 

 
 

10/30/2013

  

 

  

 

  

 

  

 

  

 

  

30,280

  

1,315,969

  

29,248

  

1,271,118

 
 

3/4/2014

  

34,624

  

69,248

  

35.83

  

3/4/2024

  

 

  

 

  

 

  

30,701

  

1,334,265

 
 

3/3/2015

  

-

  

301,887

  

41.25

  

3/3/2025

  

 

  

 

  

 

  

77,576

  

3,371,453

 

Beth
Bombara

 

3/1/2011

  

13,104

  

-

  

28.91

  

3/1/2021

  

 

  

 

  

 

  

 

  

 

 
 

2/28/2012

  

7,198

  

-

  

20.63

  

2/28/2022

  

 

  

 

  

 

  

 

  

 

 
 

3/5/2013

  

34,276

  

17,138

  

24.15

  

3/5/2023

  

 

  

 

  

 

  

 

  

 

 
 

10/30/2013

  

 

  

 

  

 

  

 

  

 

  

 

  

18,168

  

789,581

  

17,549

  

762,680

 
 

3/4/2014

  

15,738

  

31,476

  

35.83

  

3/4/2024

  

 

  

 

  

 

  

13,955

  

606,484

 
 

3/3/2015

  

 

  

77,830

  

41.25

  

3/3/2025

  

 

  

 

  

 

  

20,000

  

869,200

 

Douglas
Elliot

 

5/4/2011

  

81,320

  

-

  

28.05

  

5/4/2021

  

 

  

 

  

 

  

 

  

 

 
 

2/28/2012

  

71,457

  

 

  

20.63

  

2/28/2022

  

 

  

 

  

 

  

 

  

 

 
 

3/5/2013

  

85,690

  

42,845

  

24.15

  

3/5/2023

  

 

  

 

  

 

  

 

  

 

 
 

10/30/2013

  

 

  

 

  

 

  

 

  

 

  

30,280

  

1,315,969

  

29,248

  

1,271,118

 
 

3/4/2014

  

31,476

  

62,953

  

35.83

  

3/4/2024

  

 

  

 

  

 

  

27,910

  

1,212,969

 
 

3/3/2015

  

 

  

207,547

  

41.25

  

3/3/2025

  

 

  

 

  

 

  

53,333

  

2,317,852

 

Brion
Johnson

 

3/5/2013

  

38,560

  

19,281

  

24.15

  

3/5/2023

  

 

  

 

  

 

  

 

  

 

 
 

10/30/2013

  

 

  

 

  

 

  

 

  

 

  

18,168

  

789,581

  

17,549

  

762,680

 
 

3/4/2014

  

17,312

  

34,624

  

35.83

  

3/4/2024

  

 

  

 

  

 

  

15,350

  

667,111

 
 

3/3/2015

  

 

  

56,604

  

41.25

  

3/3/2025

  

 

  

 

  

 

  

14,545

  

632,126

 

Robert
Rupp(5)

 

11/4/2011

  

62,230

  

-

  

17.83

  

11/4/2021

  

 

  

 

  

 

  

 

  

 

 
 

2/28/2012

  

54,467

  

-

  

20.63

  

2/28/2022

  

 

  

 

  

 

  

 

  

 

 
 

3/5/2013

  

59,982

  

29,992

  

24.15

  

3/5/2023

  

 

  

 

  

 

  

 

  

 

 
 

10/30/2013

  

 

  

 

  

 

  

 

  

 

  

18,168

  

789,581

  

17,549

  

762,680

 
 

3/4/2014

  

22,033

  

44,067

  

35.83

  

3/4/2024

  

 

  

 

  

 

  

19,537

  

849,078

 
 

3/3/2015

  

-

  

66,038

  

41.25

  

3/3/2025

  

 

  

 

  

 

  

16,970

  

737,516

 

NameOption AwardsStock Awards
Grant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
Option
Exercise
Price
($)		Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(3)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(5)
Chris Swift3/4/2014103,872 35.83 3/4/2024
3/3/2015301,887 41.25 3/3/2025
3/1/2016294,481 43.59 3/1/2026
2/28/2017302,908 48.89 2/28/2027  
2/27/2018284,819 53.81 2/27/2028
2/26/2019352,263 49.01 2/26/2029
2/25/2020218,452 109,227 55.27 2/25/2030
2/23/2021103,606 207,214 51.87 2/23/2031185,28414,050,086
2/23/2022301,932 69.41 2/23/2032146,56111,113,721
Beth Costello3/3/201577,830 41.25 3/3/2025
3/1/201672,076 43.59 3/1/2026
2/28/201770,679 48.89 2/28/2027
2/27/201863,194 53.81 2/27/2028
2/26/201975,790 49.01 2/26/2029
2/25/202047,545 23,773 55.27 2/25/2030
2/23/202122,401 44,803 51.87 2/23/203140,0623,037,901
2/23/202275,483 69.41 2/23/203236,6402,778,411
Douglas Elliot3/1/2016190,486 43.59 3/1/2026
2/28/2017201,939 48.89 2/28/2027
2/27/2018178,012 53.812/27/2028
2/26/2019219,898 49.012/26/2029
2/25/2020204,703 55.27 2/25/2030
2/23/2021183,132 51.87 2/23/2031109,1688,278,209
2/23/2022164,553 69.41 2/23/203279,8766,056,997
David Robinson2/28/201740,388 48.89 2/28/2027
2/27/201839,163 53.81 2/27/2028
2/26/201953,373 49.01 2/26/2029
2/25/202033,410 16,706 55.27 2/25/2030
2/23/202116,241 32,482 51.87 2/23/203129,0452,202,482
2/23/202260,386 69.41 2/23/203229,3122,222,729
Deepa Soni2/25/20206,198 469,994 
8/3/202010,048 761,940 
2/23/20216,720 13,441 51.87 2/23/203112,018911,325
2/23/202237,742 69.41 2/23/203218,3201,389,206

(1) Stock options granted to the NEOs vest and become exercisable 1/3 per year on each anniversary of the grant date and generally expire on the tenth anniversary of the grant date. See “(2) Accelerated Stock Option Vesting” on page 66 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated.
(2) This column reflects RSUs granted to Ms. Soni, which vest on the third anniversary of the grant date. See Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated. Dividend equivalents are credited on RSUs, which remain subject to the same terms and conditions as the underlying RSUs to which they relate and are paid if the underlying RSUs vest.
(3) This column reflects the market value of RSUs granted to Ms. Soni.
(4) This column represents unvested performance share awards at 200% of target assuming that the Company has achieved the highest performance level with respect to awards granted on February 23, 2021 and February 23, 2022. Dividend equivalents are credited on performance shares, which remain subject to the same terms and conditions as the underlying performance shares to which they relate and are paid only if, and to the extent that, the underlying performance shares vest and are paid out. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 66 following the Payments upon Termination

(1)

Stock options granted to the NEOs vest and become exercisable 1/3 per year on each anniversary of the grant date and generally expire on the tenth anniversary of the grant date. See “(2) Accelerated Stock Option Vesting” on page 66 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated.

(2)

2023 Proxy Statement

The amounts shown in this column represent unvested RSU awards (including accumulated dividend equivalents through December 31, 2015) granted as part of the special, non-annual awards on October 30,2013 and which vest on October 30, 2018, assuming continued service through that date. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 67 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated for these RSUs.

(3)

The amounts shown in this column represent the market value of the awards calculated using $43.46, the closing stock price of the company's common stock on the NYSE on December 31, 2015.

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Compensation Discussion and Analysis

(4)

COMPENSATION MATTERS

The amounts shown in this column represent unvested performance share awards at target. Dividends are not credited on performance shares. Performance shares granted as part of the special, non-annual awards granted on October 30, 2013 and which vest on October 30, 2018 based on Compensation Core ROE performance for the 12 months ended December 31, 2016, as described on page 42 in the 2014 proxy, and continuous employment through October 31, 2018. Performance shares granted on March 4, 2014 vest on December 31, 2016, the end of the three year performance period based on the company’s TSR performance relative to a peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 44 of the 2015 proxy. Performance shares granted on March 3, 2015 vest on December 31, 2017, the end of the three year performance period based on the company’s TSR performance relative to a peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 44. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 67 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated for performance shares.

(5)

Should Mr. Rupp’s employment terminate after November 2, 2016, annual awards outstanding for at least one year will pro rata vest provided that certain conditions are satisfied.

2016 Proxy Statement

59

or Change of Control table for a description of the circumstances in which vesting is accelerated for performance shares.

•Performance shares granted on February 23, 2021 vest on December 31, 2023, the end of the three year performance period, based on the Company’s TSR performance relative to the peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50),and adjusted based on the diversity modifier, as described in "Diversity Modifier for 2021-2023 Performance Shares" on page 47 of this proxy statement.

•Performance shares granted on February 23, 2022 vest on December 31, 2024, the end of the three year performance period, based on the Company’s TSR performance relative to the peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 46 of this proxy statement.

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(5) This column reflects the market value of performance shares at 200% of target, plus the value of dividend equivalents credited on the performance shares, as of December 30, 2022.

OPTION EXERCISES AND STOCK VESTED TABLE

The followingThis table sets forth certainprovides information regarding option awards exercised and stock awards that vested during 2015.2022. The numbers have been rounded to the nearest whole dollar or share.

NameOption AwardsStock Awards
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)(1)
Number of Shares
Acquired on Vesting
(#)(2)
Value Realized
on Vesting
($)(3)
Christopher Swift141,388 7,099,609 100,540 7,887,349 
Beth Costello47,214 1,763,589 21,882 1,716,658 
Douglas Elliot295,080 9,591,267 62,808 4,927,274 
David Robinson37,068 1,181,543 15,377 1,206,301 
Deepa Soni— — 13,564 1,012,579 
(1)The amounts in this column reflect the value realized upon the exercise of vested stock options during 2022. The value realized is the difference between the fair market value of common stock on the date of exercise and the exercise price of the option.
(2)The numbers in this column reflect the total shares of common stock paid out on stock awards that vested in 2022. This includes, for each NEO, performance shares granted on February 25, 2020 that vested on December 31, 2022 and paid out at 121% of target following the Compensation Committee’s February 20, 2023 certification of company performance against two equally weighted measures:
•at 163% of target for performance against pre-established ROE targets, and
•at 79% of target for the relative TSR performance objective for the three-year performance period from January 1, 2020 to December 31, 2022.
In addition, the amount shown for Ms. Soni also includes 11,050 shares of common stock realized upon the vesting of her sign-on RSU award on November 6, 2022.
(3) The value realized on vesting for the performance share or unit.

awards is based on the NYSE closing price per share of the Company's common stock on February 17, 2023 ($78.45). The Compensation Committee certified the vesting percentage on February 20, 2023, which was a stock market holiday; as a result, the closing price on the prior business day of February 17, 2023 was used. The amount shown for Ms. Soni also includes the $815,395 value of her sign-on RSU award based on the NYSE closing stock price per share on November 6, 2022, the vesting date.
                

Name

Option Awards

 

Stock Awards

Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)(1)

 

Number of Shares
Acquired on Vesting
(#)(2)

Value Realized
on Vesting
($)(3)

Christopher Swift

 

 

  

 

  

 

  

91,098

  

3,871,665

 

Beth Bombara

 

 

  

 

  

 

  

33,126

  

1,407,855

 

Douglas Elliot

 

 

  

 

  

 

  

82,816

  

3,519,680

 

Brion Johnson

 

 

  

 

  

 

  

52,605

  

2,212,101

 

Robert Rupp

 

60,000

  

1,308,753

  

 

  

57,972

  

2,463,810

 

(1)

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The amounts in this column reflect the value realized upon the exercise of vested stock options during 2015. The value realized is the difference between the fair market value of common stock on the date of exercise and the exercise price of the option. For Mr. Rupp, all options were exercised pursuant to a pre-planned trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

(2)

This column includes performance shares granted on March 5, 2013 which vested on December 31, 2015 and were paid out in 2016 based on a 200% of target payout as a result of the company’s performance against the award’s relative TSR performance objective for the three-year performance period January 1, 2013 – December 31, 2015, which the Compensation Committee certified on February 22, 2016. The amount shown for Mr. Johnson also includes 15,337 RSUs that vested and were paid out in common stock on February 28, 2015.

(3)

The amounts shown in this column reflect the value of vested performance share awards and, in the case of Mr. Johnson, also include the value of vested RSUs. The value of Mr. Johnson's RSU awards is based on the NYSE closing price per share of the company’s common stock on the date of vesting. The value of performance share awards is based on the NYSE closing price per share of the company's common stock on February 22, 2016 ($42.50), the date the Compensation Committee certified the vesting percentage.

COMPENSATION MATTERS

PENSION BENEFITS TABLE

The table below shows the number of years of credited service, the actuarial present value of the accumulated pension benefit, and the actual cash balance account as of December 31, 2015 for each of the NEOs2022 under the company’s retirement plans. Federal tax law limits the amount of benefits that can be paid and compensation that may be recognized under aCompany’s tax-qualified retirement plan. Therefore, the company has both a tax-qualified retirementpension plan (The Hartford Retirement Plan for U.S. Employees, or the “Retirement Plan”) and athe non-qualified retirementpension plan (The Hartford Excess Pension Plan II, or the “Excess Pension Plan”) for paymenteach of those benefits that cannot be paid from the tax-qualified plan (together,NEOs.

NamePlan Name
Number of Years
Credited Service
(#)(1)
Present Value of
Accumulated Benefit
($)(2)
Actual Cash
Balance Account or Accrued Benefit
($)		Payments During
Last Fiscal Year
($)
Christopher SwiftRetirement Plan2.83 78,513 82,258 — 
Excess Pension Plan2.83 436,660 457,488 — 
Beth CostelloRetirement Plan8.67 156,813 180,783 — 
Excess Pension Plan8.67 194,950 224,749 — 
Douglas ElliotRetirement Plan1.74 55,019 57,010 — 
Excess Pension Plan1.74 193,393 200,394 — 
David RobinsonRetirement Plan6.08 132,563 147,486 — 
Excess Pension Plan6.08 125,425 139,545 — 
Deepa SoniRetirement Plan— — — — 
Excess Pension Plan— — — — 
(1)This column reflects the “Plans”). The practical effectyears of credited service under the Retirement Plan and Excess Pension Plan is to calculate benefits for all similarly situated employees on(each a uniform basis without regard to federal tax law limitations.

              

Name

Plan Name

Number of Years
Credited Service
(#)(1)

Present Value of
Accumulated Benefit
($)(2)

Actual Cash
Balance Account
($)

Payments During
Last Fiscal Year
($)

Christopher Swift

Retirement Plan

 

2.83

  

59,693

  

65,516

  

-

 

Excess Pension Plan

 

2.83

  

331,994

  

364,377

  

-

 

Beth Bombara

Retirement Plan

 

8.67

  

123,613

  

143,989

  

-

 

Excess Pension Plan

 

8.67

  

153,676

  

179,007

  

-

 

Douglas Elliot

Retirement Plan

 

1.74

  

41,657

  

45,407

  

-

 

Excess Pension Plan

 

1.74

  

146,425

  

159,608

  

-

 

Brion Johnson

Retirement Plan

 

1.24

  

25,737

  

27,990

  

-

 

Excess Pension Plan

 

1.24

  

49,568

  

53,907

  

-

 

Robert Rupp

Retirement Plan

 

1.16

  

32,483

  

33,109

  

-

 

Excess Pension Plan

 

1.16

  

40,101

  

40,873

  

-

 

(1)

Credited service was frozen as of December 31, 2012 under these Plans. However, service continued to be earned for vesting purposes. As of December 31, 2015, each of the named executive officers was vested at 100% in his or her cash balance account.

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Compensation Discussion"Plan" or together the "Plans") as of December 31, 2012. Benefit accruals ceased as of December 31, 2012 under each Plan. As of December 31, 2022, Messrs. Swift, Elliot, and Analysis

(2)

The present value of accumulated benefits under each Plan is calculated using the same actuarial assumptions used by the company for GAAP financial reporting purposes, and assuming that benefits commence at age 65 for each executive under the Plans’ cash balance formula. The assumptions are a discount rate of 4.25%, no pre-retirement mortality, and a lump sum form of payment. In accordance with the assumptions used for GAAP financial reporting, the cash balance amounts are projected to age 65 using an assumed interest crediting rate of 3.3% (the actual rate in effect for 2015), and the present value as of December 31, 2015 is determined using a discount rate of 4.25%; therefore, the present value amounts are lower than the actual December 31, 2015 cash balance accounts for these participants.

CASH BALANCE FORMULA

Retirement benefitsRobinson and Ms. Costello were accrued under avested at 100% in their cash balance formulaaccounts under the Plans. Having joined the Company after December 31, 2012, when these Plans were frozen, Ms. Soni does not have a benefit under either Plan.

(2)The present value of accumulated benefits under each Plan is calculated assuming that benefits commence at age 65, no pre-retirement mortality, a lump sum form of payment and the same actuarial assumptions used by the Company for employees hired on or after January 1, 2001GAAP financial reporting purposes. The present value is determined using a discount rate of 5.43%, and before January 1, 2013, including the NEOs. cash balance amounts are projected to age 65 using an assumed interest crediting rate of 3.89%.
Cash Balance Formula
Employees hired prior to January 1, 2001 accrued benefits under a final average pay formula through December 31, 2008 and began to accrueaccrued benefits under the cash balance formula beginningfrom January 1, 2009.2009 to December 31, 2012. None of the NEOs participate inwere hired prior to January 1, 2001.
For employees hired on or after January 1, 2001, including Messrs. Swift, Elliot, and Robinson and Ms. Costello, retirement benefits accrued under the final average pay formula.

cash balance formula until December 31, 2012. Effective December 31, 2012, the cash balance formula under the Retirement Plan and the Excess Pension Plan was frozen for all Plan participants, including the NEOs. As a result, employees no longer accrue further benefits under the cash balance formula, except that existing account balances continueInterest continues to accrue interest. Employees also continue to earn service credit under the cash balance formula towards vesting in their benefits.

The interestbe credited on previously accrued amounts, is determined each year to be equal toat a rate of 3.3% or based on the 10-year10 year Treasury rate, determined before the start of the year, whichever is greater. VestedAll Plan participants are currently vested in their account balances, under the cash balance formulawhich they may be receivedelect to receive following termination of employment in the form of a single lump sum payment upon termination of employment or the participant may elect to receive an actuarially-equivalent form of life annuity. An employee is vested upon completion of three years of service.

In the event of a Change of Control, each NEO would automatically receive in a single lump sum of the value of his or hertheir Excess Pension Plan cash balance accountbenefit as of the date of the Change of Control, provided that the Change of Control also constitutes a “change in control” as defined in regulations issued under Section 409A of the Internal Revenue Code.

2016 Proxy Statement

61

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NON-QUALIFIED DEFERRED COMPENSATION TABLE

EXCESS SAVINGS PLAN

Excess Savings Plan

NEOs, as well as other employees, may contribute to the company’sCompany’s Excess Savings Plan, a non-qualified plan established as a “mirror” to the company’sCompany’s tax-qualified 401(k) Planplan (The Hartford Investment and Savings Plan). The Excess Savings Plan is intended to facilitate deferral of amounts that cannot be deferred under the 401(k) Planplan for employees whose compensation exceeds the Internal Revenue Code limit on compensation that can be recognized byfor the 401(k) Planplan ($265,000305,000 in 2015)2022). When an eligible employee’s annual compensation reaches that Internal Revenue Code limit, the eligible employee can contribute up to six percent (6%) of compensation in excess of that limit to the Excess Savings Plan. Compensation recognized by the Excess Savings Plan, includes base pay, annual bonuses, overtime, shift differentials, commissions and sales incentive payments; there isup to a combined $1 million annual limit on compensation recognized by the 401(k) Plan and the Excess Savings Plan combined.for both plans. The companyCompany makes a matching contribution to the Excess Savings Plan in an amount equal to 100% of the employee’s contribution. Company contributions to the Excess Savings Plan are fully vested. Excess Savings Planvested and plan balances are payable in a lump sum following termination of employment.

2023 Proxy Statement61
COMPENSATION MATTERS
The table below shows the notional investment options available under the Excess Savings Plan during 2022 and their annual rates of return for the calendar year ended December 31, 2022, as reported by the administrator of the Excess Savings Plan. The notional investment options available under the Excess Savings Plan correspond to the investment options available to participants in the 401(k) Plan. plan.
Excess Savings Plan Notional Investment Options
Name of FundRate of Return
(for the year ended December 31, 2022)		Name of FundRate of Return
(for the year ended December 31, 2022)
The Hartford Stock Fund12.28 %Vanguard Target Retirement 2020 Trust-14.12 %
ISP International Equity Fund(1)
-14.73 %Vanguard Target Retirement 2025 Trust-15.43 %
ISP Active Large Cap Equity Fund(2)
-18.26 %Vanguard Target Retirement 2030 Trust-16.14 %
ISP Small/Mid Cap Equity Fund(3)
-15.22 %Vanguard Target Retirement 2035 Trust-16.51 %
State Street S&P 500 Index Non-Lending Series Fund-18.12 %Vanguard Target Retirement 2040 Trust-16.92 %
Hartford Stable Value Fund1.76 %Vanguard Target Retirement 2045 Trust-17.32 %
Hartford Total Return Bond HLS Fund-14.21 %Vanguard Target Retirement 2050 Trust-17.44 %
SSgA Real Asset Fund3.09 %Vanguard Target Retirement 2055 Trust-17.41 %
Vanguard Federal Money Market Fund1.55 %Vanguard Target Retirement 2060 Trust-17.39 %
State Street Global All Cap Equity Ex-U.S. Index Non-Lending Series Fund-16.33 %Vanguard Target Retirement 2065 Trust-17.35 %
State Street Russell Small/Mid Cap®
Index Non-Lending Series Fund
-25.46 %
Vanguard Target Retirement 2070 Trust(4)
2.07 %
Vanguard Target Retirement Income Trust-12.70 %
(1)The ISP International Equity Fund is a multi-fund portfolio made up of two underlying mutual funds that provides a blended rate of return. The underlying funds are the Hartford International Opportunities HLS Fund (50%) and Sprucegrove All Country World ex USA CIT Fund (50%).
(2)The ISP Active Large Cap Equity Fund is a multi-fund portfolio made up of two underlying funds that provides a blended rate of return. The underlying funds are the Hartford Dividend and Growth HLS Fund (50%) and the Loomis Sayles Large Cap Growth Fund (50%).
(3)The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds that provides a blended rate of return. The underlying funds are the T. Rowe Price QM U.S. Small-Cap Growth Equity Fund (20%), Chartwell Investment Partners Small Cap Value Fund (20%), JP Morgan Mid Cap Growth Fund (30%) and LMCG Investments Mid Cap Value Fund (30%).
(4)The Vanguard Target Retirement 2070 Trust Fund was added as an investment option on June 28, 2022. The rate of return shown represents return from the date it was added to the Excess Savings Plan until December 31, 2022.

Non-Qualified Deferred Compensation - Excess Savings Plan
The table below shows the notional investment options available under the Excess Savings Plan during 2015 and their annual rates of return for the calendar year ended December 31, 2015, as reported by the administrator of the Excess Savings Plan. The company may change the notional investment options available from time to time.

EXCESS SAVINGS PLAN NOTIONAL INVESTMENT OPTIONS

Name of Fund

Rate of Return
(as of December 31, 2015)

Name of Fund

Rate of Return
(as of December 31, 2015)

The Hartford Stock Fund

6.10%

Vanguard Target Retirement 2010 Trust

-0.16%

ISP International Equity Fund(1)

-4.75%

Vanguard Target Retirement 2015 Trust

-0.39%

ISP Active Large Cap Equity Fund(2)

1.88%

Vanguard Target Retirement 2020 Trust

-0.55%

ISP Small/Mid Cap Equity Fund(3)

-3.22%

Vanguard Target Retirement 2025 Trust

-0.70%

Hartford Index Fund

1.40%

Vanguard Target Retirement 2030 Trust

-0.91%

ISP High Yield Bond Fund

-1.73%

Vanguard Target Retirement 2035 Trust

-1.09%

Hartford Stable Value Fund

2.44%

Vanguard Target Retirement 2040 Trust

-1.44%

Hartford Total Return Bond HLS Fund

-0.59%

Vanguard Target Retirement 2045 Trust

-1.47%

SSGA Real Asset Fund

-14.11%

Vanguard Target Retirement 2050 Trust

-1.53%

Vanguard Prime Money Market Fund

0.11%

Vanguard Target Retirement 2055 Trust

-1.63%

Vanguard Target Retirement Income Trust

-0.09%

Vanguard Target Retirement 2060 Trust

-1.60%

(1)

The ISP International Equity Fund is a multi-fund portfolio made up of two underlying mutual funds that provides a blended rate of return. The underlying funds utilized in the ISP International Equity Fund are the Hartford International Opportunities HLS Fund (50%) and Dodge & Cox International Stock Fund (50%).

(2)

The ISP Active Large Cap Equity Fund is a multi-fund portfolio made up of three underlying funds (two mutual funds and one separate account managed by an investment manager) that provides a blended rate of return. The underlying funds utilized in the ISP Active Large Cap Equity Fund are Columbus Circle Large Cap Growth Fund (33.3%), Hartford Dividend and Growth HLS Fund (33.3%), and Hartford Capital Appreciation HLS Fund (33.4%).

(3)

The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds (two mutual funds and two separate accounts managed by investment managers) that provides a blended rate of return. The underlying funds utilized in the ISP Small/Mid Cap Equity Fund are the Hartford Small Company HLS Fund (20%), Chartwell Investment Partners Small Cap Value Fund (20%), Hartford MidCap HLS Fund (30%), and LMCG Investments Mid Cap Value Fund (30%).

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Compensation Discussion and Analysis

NON-QUALIFIED DEFERRED COMPENSATION – EXCESS SAVINGS PLAN

The table below shows the aggregate amount of NEO and company contributions, to the above plan during 2015, the aggregate earnings credited, under this plan during 2015, and the total balance of each NEO’s account under thisthe Excess Savings Plan as of December 31, 2022.

Name
Executive
Contributions
in Last FY ($)(1)
Registrant
Contributions
in Last FY ($)(2)
Aggregate
Earnings
in Last FY ($)(3)
Aggregate
Withdrawals /
Distributions ($)
Aggregate
Balance
at Last FYE ($)(4)
Christopher Swift41,700 41,700 (220,521)— 1,417,366 
Beth Costello41,700 41,700 11,716 — 981,824 
Douglas Elliot41,700 41,700 17,838 — 1,047,702 
David Robinson41,700 41,700 (54,536)— 833,502 
Deepa Soni41,700 41,700 (23,673)— 154,802 
(1)The amounts shown reflect executive contributions to the Excess Savings Plan during 2022 with respect to AIP awards paid in 2022 in respect of performance during 2021. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in the 2022 proxy statement.
(2)The amounts shown reflect the Company’s matching contributions into the Excess Savings Plan based on the NEO's executive contributions in 2022. These amounts are also included with the Company's contributions to the 401(k) plan in the “All Other Compensation” column of the Summary Compensation Table on page 56.
(3)The amounts shown represent investment gains (or losses) during 2022 on notional investment funds available under the Excess Savings Plan (which mirror investment options available under the Company's 401(k) plan). No portion of these amounts is included in the Summary Compensation Table on page 56 as the Company does not provide above-market rates of return.
(4)The amounts shown represent the cumulative amount that has been credited to each NEO’s account under the applicable plan as of December 31, 2015.

2022. The amounts reflect the sum of the contributions made by each NEO and the Company since the
              

Name

Executive
Contributions
in Last FY
($)(1)

Registrant
Contributions
in Last FY
($)(2)

Aggregate
Earnings
in Last FY
($)(3)

Aggregate
Withdrawals /
Distributions
($)

Aggregate
Balance
at Last FYE
($)(4)

Christopher Swift

44,100

 

44,100

  

(681

)

 

 

  

438,330

 

Beth Bombara

44,100

 

44,100

  

6,354

  

 

  

284,413

 

Douglas Elliot

44,100

 

44,100

  

7,594

  

 

  

336,495

 

Brion Johnson

44,100

 

44,100

  

587

  

 

  

203,963

 

Robert Rupp

44,100

 

44,100

  

(2,303

)

 

 

  

326,016

 

(1)

62		www.thehartford.com

The amounts shown in this column reflect executive contributions into the Excess Savings Plan during 2015 with respect to annual cash incentive awards paid in 2015 in respect of performance during 2014. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2014.

(2)

COMPENSATION MATTERS
NEO first began participating in the Excess Savings Plan (including executive and company contributions reported in the Summary Compensation Tables in previous years), adjusted for any earnings or losses as a result of the performance of the notional investments. The reported balances are not based solely on 2022 service. The December 31, 2021 aggregate balances are included in the “Aggregate Balance at Last FYE” column of the Non-Qualified Deferred Compensation - Excess Savings Plan table in the 2022 proxy statement.

The amounts shown in this column reflect the company’s matching contributions into the Excess Savings Plan in respect of each NEO’s service in 2015. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table on page 55.

(3)

2023 Proxy Statement63

The amounts shown in this column represent investment gains (or losses) on notional investment funds available under the Excess Savings Plan (which mirror investment options available under the 401(k) Plan). No portion of these amounts is included in the Summary Compensation Table on page 55 as the company does not provide above-market rates of return.

(4)

COMPENSATION MATTERS

The amounts shown represent the cumulative amount that has been credited to each NEO’s account under the applicable plan as of December 31, 2015. The amounts reflect the sum of contributions made by each NEO and the company since the NEO first began participating in the Excess Savings Plan (including executive and company contributions reported in the Summary Compensation Tables in previous years), as well as the earnings credited on such amounts during such period under the terms of the plan. The reported balances are not based solely on 2015 service.

2016 Proxy Statement

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The following section provides information concerning the value of potential payments and benefits as of December 31, 20152022 that would be payable to NEOs following termination of employment under various circumstances or in the event of a Change of Control (as defined on page 68)68). Benefit eligibility and values as of December 31, 20152022 vary based on the reason for termination.

Senior Executive Severance Pay Plan

for Senior Executives

The NEOs participate in The Hartford Senior Executive Officer Severance Pay Plan or, in the case of Ms Soni, The Hartford Senior Executive Severance Pay Plan (the “Senior Executive Plan”"Severance Plans"), providing for. The Severance Plans provide specified payments and benefits to participants upon termination of employment as a result of severance eligible events. The Senior Executive Plan appliesSeverance Plans apply to Senior Executives, includingthe NEOs whomand other executives that the Executive Vice President,Chief Human Resources Officer (the “Plan Administrator”) approves for participation. As a condition to participate, in the Senior Executive Plan, executivesNEOs must agree to such non-competition, non-solicitation, non-disparagement and other restrictive covenants as are required by the Plan Administrator. TheIn addition to confidentiality and non-disparagement provisions that continue after termination of employment, the NEOs have agreed that, while employed and for a one-year period following a termination of employment, they are subject to a non-competition provision, and that while employed and for a one-year period following a termination of employment, they are subject to non-solicitation provisions. The NEOs are also subject to confidentiality and non-disparagement provisions that continue after termination of employment.


Involuntary Termination (OtherIf an NEO (other than for Cause)

A participant in the Senior Executive Plan whoMs. Soni) is involuntarily terminated, other than for Cause (as defined on page 68)68), the NEO would receive a lump sum severance pay in an amount equal to two times the sum of the executive’stheir annual base salary plusand the target AIP award, both determined as of the involuntary termination date. The severance pay would bedate, payable in a lump sum within 60 days of termination. In addition, a participant(Ms. Soni would be eligible to receive a pro ratatwelve months of annual base salary, payable within 60 days of termination.) Treatment of the AIP award in a discretionary amount, under the company’s AIP for the year in which the termination occurs, payable no later than the March 15 following the calendar year of termination. The participating executive would also vest pro rata in any outstanding and unvested LTI awards and other than the October 2013 special equity awards, provided that at least one full year of the performance or restriction period of an award has elapsedbenefits as of the termination date. The Senior Executive Plan providesdate if an NEO is involuntarily terminated other than for continued health coverageCause (including if the NEO is, or is not, retirement eligible) are described in Footnotes 1, 2, 3 and outplacement services for up5 to twelve months.

the table below.

Treatment upon a Change of Control

If, within the two year period following a Change of Control (as defined on page 68)68), (1) a participantthe NEO is involuntarily terminated by the companyCompany other than for Cause, or (2) the participantNEO voluntarily terminates employment with the companyCompany for Good Reason (as defined on pages 68-69)page 69), then the participantNEO (other than Ms. Soni) would receive a lump sum severance amount equal to two times the samesum of their annual base salary and the target AIP award. Ms. Soni would receive a lump sum severance pay under the Senior Executive Plan as the participant would have received in the event of involuntary termination before a Change of Control, andamount equal to two times her annual base salary. All NEOs would be eligible for a pro rata AIP award as set forth above,, except that the pro rata AIP award payable would be at least the same percentage of the target level of payout as is generally applicable to executives whose employment did not terminate. In addition, outstanding unvested LTI awards granted prior to October 2013 would be fully vested upon a Change of Control. The special equity awards granted in October 2013, and any subsequent LTI awards would not vest automatically upon a Change of Control so long as the Compensation Committee determines that, upon the Change of Control, the awards would either continue to be honored or be replaced with substantially equivalent alternative awards. If the awards were so honored or replaced, then those awards would fully vest if, within the two year period following the Change of Control, (1) the executiveNEO was involuntarily terminated by the companyCompany other than for Cause, or (2) the executiveNEO voluntarily terminated employment with the companyCompany for Good Reason. No gross-upIf the NEO is terminated for Cause, all unvested options and stock awards would be provided in any event for any excise taxes that apply to an NEO upon a Change of Control.

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Compensation Discussioncancelled and Analysis

Benefits Payable to NEOs upon Termination or Change of Control

The table and further discussion below address benefits thatneither severance nor AIP would be payable to the NEOs as of December 31, 2015 as a result of their termination of employment under various circumstances or in the event of a Change of Control. The benefits discussed below are in addition to (1) the vested pension benefits set forth in the Pension Benefits Table on page 60, (2) the vested stock options set forth in the Outstanding Equity Awards at Fiscal Year-End Table on page 58, (3) the vested performance shares set forth in the Option Exercises and Stock Vested Table on page 60, and (4) the vested benefits set forth in the Non-Qualified Deferred Compensation Table on page 62 (benefits payable from the Excess Savings Plan). paid.

In the event of a Change of Control, each executivethe NEO would receive a lump sum equal to the present value of the executive’s cash balance formula accounttheir benefit under the Excess Pension Plan and their Excess Savings Plan balance, provided that the Change of Control also constituted a “change in control” as defined in regulations issued under Section 409A of the Internal Revenue Code. All NEOs were vested
No gross-up would be provided for any excise taxes that apply to an NEO upon a Change of Control.
Other Benefits in their cash balance account asthe Event of December 31, 2015. Death or Disability
In the event of death, an NEO would receive a company-paid life insurance benefit in addition to whatever voluntary group term life insurance coverage is in effect. The Company paid benefit would equal one times salary with a cap of $500,000, unless the amounts shown inemployee had elected a flat amount of $50,000.  
In the table, each executive would also receive any accrued but unused paid time off.

A participant inevent of disability, the AIP who meets the criteria for retirement treatmentNEO would be eligibleentitled to receive a pro rata AIP award,short and long term disability benefits if they were disabled in a discretionary amount, under the company’s AIP for the year in which termination occurs, payable no later than the March 15 following the calendar year of termination. In accordance with the terms of the 2010 Incentive Stock Planapplicable plan. Upon the commencement of long term disability benefits and the 2014 Incentive Stock Plan, suchwhile in receipt of long term disability benefits, each NEO would be eligible to participate in company health benefit and life insurance plans for up to a maximum of three years.

Eligibility for Retirement Treatment
For AIP awards, an employee would also (1) vest pro rata in any outstanding unvested performance share and RSU awards (other than the October 2013 special equity awards), and (2) vest fully in any outstanding unvested stock options, provided that the option has been outstanding for at least one year from the date of grant. For this purpose, an employee is eligible forNEO will receive retirement treatment if they meet the following retirement definition as of the last date paid: (i) the employeeNEO is at least age 50, has at least 10 years of service and the sum of the employee’s age and service is equal to at least 70, or (ii) the employee is at least age 6555 with at least 5 years of service.

service, and (ii) age plus service equals or exceeds 65 (the "Rule of 65"). Ms. Costello and Messrs. Swift, Elliot, and Robinson were eligible to receive retirement treatment for their AIP awards as of December 31, 2022, under the Rule of 65, as described in Footnote 1 below.

For the 2020, 2021 and 2022 LTI awards, an NEO will receive retirement treatment if they provide written notice three months in advance of their planned retirement date, continue to perform their job responsibilities satisfactorily, and meet the Rule of 65. Ms. Costello and Messrs. Swift, Elliot, and Robinson were eligible to receive retirement treatment for their 2020, 2021 and 2022 LTI awards under the Rule of 65, as described in Footnotes 2 and 3 below.

64www.thehartford.com
COMPENSATION MATTERS
Payments upon Termination or Change of Control
The valuetable and further discussion below (including the section titled Treatment of NEO Upon Retirement) address benefits that would be payable to the NEOs as of December 31, 2022 assuming their termination of employment on December 31, 2022 under various circumstances or in the event of a Change of Control effective December 31, 2022. The benefits discussed below are in addition to:
•The vested stock options set forth in the Outstanding Equity Awards at Fiscal Year-End Table on page 59,

•The vested performance shares set forth in the Option Exercises and Stock Vested Table on page 60,

•The vested pension benefits set forth in the Pension Benefits Table on page 61, and

•The vested benefits set forth in the Non-Qualified Deferred Compensation Table on page 62 (benefits payable from the Excess Savings Plan).
The amounts shown for accelerated stock option and other LTI vesting isare calculated using the NYSE closing price per share of the company’sCompany’s common stock on December 31, 201530, 2022 of $43.46.

$75.83.

Payments upon Termination or Change of Control

Payment TypeChristopher
Swift		Beth
Costello		David RobinsonDeepa Soni
VOLUNTARY TERMINATION OR RETIREMENT
2022 AIP Award ($)(1)
4,440,000 1,924,000 1,184,000 — 
Accelerated Stock Option Vesting ($)(2)
9,148,958 2,046,854 1,509,422 — 
Accelerated Performance Share Vesting ($)(3)
12,581,909 2,908,143 2,212,596 — 
Accelerated Other LTI Vesting ($)(3)
— — — — 
Benefits Continuation and Outplacement ($)(5)
— — — — 
TOTAL TERMINATION BENEFITS ($)26,170,867 6,878,997 4,906,018 — 
INVOLUNTARY TERMINATION – NOT FOR CAUSE
2022 AIP Award ($)(1)
4,440,000 1,924,000 1,184,000 1,036,000 
Cash Severance ($)(4)
8,400,000 4,150,000 2,900,000 650,000 
Accelerated Stock Option Vesting ($)(2)
9,148,958 2,046,854 1,509,422 322,046 
Accelerated Performance Share Vesting ($)(3)
12,581,909 2,908,143 2,212,596 535,322 
Accelerated Other LTI Vesting ($)(3)
— — — 1,058,861 
Benefits Continuation and Outplacement ($)(5)
38,906 45,985 45,606 45,562 
TOTAL TERMINATION BENEFITS ($)34,609,773 11,074,982 7,851,624 3,647,791 
CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT FOR CAUSE OR TERMINATION FOR GOOD REASON
2022 AIP Award ($)(1)
4,440,000 1,924,000 1,184,000 1,036,000 
Cash Severance ($)(4)
8,400,000 4,150,000 2,900,000 1,300,000 
Accelerated Stock Option Vesting ($)(2)
9,148,958 2,046,854 1,509,422 564,350 
Accelerated Performance Share Vesting ($)(3)
12,581,909 2,908,143 2,212,596 1,150,286 
Accelerated Other LTI Vesting ($)(3)
— — — 1,231,931 
Benefits Continuation and Outplacement ($)(5)
38,906 45,985 45,606 45,562 
TOTAL TERMINATION BENEFITS ($)34,609,773 11,074,982 7,851,624 5,328,129 
INVOLUNTARY TERMINATION – DEATH OR DISABILITY
2022 AIP Award ($)(1)
4,440,000 1,924,000 1,184,000 1,036,000 
Accelerated Stock Option Vesting ($)(2)
9,148,958 2,046,854 1,509,422 564,350 
Accelerated Performance Share Vesting ($)(3)
12,581,909 2,908,143 2,212,596 1,150,286 
Accelerated Other LTI Vesting ($)(3)
— — — 1,231,931 
Benefits Continuation ($)(5)
44,111 65,350 64,213 64,080 
TOTAL TERMINATION BENEFITS ($)26,214,978 6,944,347 4,970,231 4,046,647 
              

Payment Type

Christopher
Swift

Beth
Bombara

Douglas
Elliot

Brion
Johnson

Robert
Rupp

VOLUNTARY TERMINATION OR RETIREMENT

2015 AIP Award ($)(1)

-

 

-

  

-

  

-

  

-

 

Accelerated Stock Option Vesting ($)(2)

-

 

-

  

-

  

-

  

-

 

Accelerated Performance Share Vesting ($)(3)

-

 

-

  

-

  

-

  

-

 

Accelerated Other LTI Vesting ($)(3)

-

 

-

  

-

  

-

  

-

 

TOTAL TERMINATION BENEFITS ($)

-

 

-

  

-

  

-

  

-

 

INVOLUNTARY TERMINATION – NOT FOR CAUSE

2015 AIP Award ($)(1)

2,450,000

 

1,200,000

  

2,000,000

  

1,400,000

  

1,400,000

 

Cash Severance ($)(4)

6,200,000

 

3,300,000

  

5,200,000

  

3,450,000

  

3,600,000

 

Accelerated Stock Option Vesting ($)(2)

1,150,820

 

418,786

  

1,005,385

  

449,780

  

655,458

 

Accelerated Performance Share Vesting ($)(3)

2,012,676

 

693,969

  

1,580,901

  

655,420

  

811,920

 

Accelerated Other LTI Vesting ($)(3)

-

 

-

  

-

  

-

  

-

 

Benefits Continuation and Outplacement ($)(5)

37,052

 

28,639

  

32,861

  

37,052

  

37,052

 

TOTAL TERMINATION BENEFITS ($)

11,850,548

 

5,641,394

  

9,819,147

  

5,992,252

  

6,504,430

 

CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT
FOR CAUSE OR TERMINATION FOR GOOD REASON

2015 AIP Award ($)(1)

2,450,000

 

1,200,000

  

2,000,000

  

1,400,000

  

1,400,000

 

Cash Severance ($)(4)

6,200,000

 

3,300,000

  

5,200,000

  

3,450,000

  

3,600,000

 

Accelerated Stock Option Vesting ($)(2)

2,105,613

 

743,101

  

1,766,347

  

761,592

  

1,061,321

 

Accelerated Performance Share Vesting ($)(3)

5,976,837

 

2,238,364

  

4,801,939

  

2,061,916

  

2,349,274

 

Accelerated Other LTI Vesting ($)(3)

1,315,969

 

789,581

  

1,315,969

  

789,581

  

789,581

 

Benefits Continuation and Outplacement ($)(5)

37,052

 

28,639

  

32,861

  

37,052

  

37,052

 

TOTAL TERMINATION BENEFITS ($)

18,085,471

 

8,299,685

  

15,117,116

  

8,500,141

  

9,237,228

 

2023 Proxy Statement65

2016 Proxy Statement

65

COMPENSATION MATTERS

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(1) 20152022 AIP Award

Voluntary Termination or Retirement. Retirement. Generally, upon a voluntary termination of employment during 2022, the NEOsNEO would not be eligible to receive an AIP award for 20152022 unless the Compensation Committee determined otherwise. However, a retirement-eligiblean NEO who is eligible for retirement treatment for an AIP award would be entitled to receive a pro rata award for 20152022 based on the portion of the year served. Noneserved, payable no later than March 15 following the calendar year of termination. All of the NEOs, wasexcept for Ms. Soni, were eligible for retirement eligible attreatment as of December 31, 2015.

2022 under the AIP. The amounts shown represent the actual award payable for 2022, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 56.

Involuntary Termination – Not For Cause. Cause. Each NEO would be eligible for a pro rata portion of a 2015their 2022 AIP award for the year of termination, in a discretionary amount.award. The amounts shown represent the actual award payable for 2015,2022, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 55.

56.


Involuntary Termination – Not For Cause, or a Termination For Good Reason, Within Two Years Following A a Change Of Control.of Control. Each NEO would be eligible for an AIP award for 2015 calculated as a pro rata portion of a 2015their 2022 AIP award, for the year of termination in a discretionary amount, but at least a pro rata portion commensurate with amounts received by the executives who did not terminate employment. The amounts shown represent the actual award payable for 2015,2022, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 55.

56.


Involuntary Termination For Cause.Cause. No AIP award would be payable.

Death or Disability. Disability. Each NEO would receive a 20152022 AIP award comparable to the award that would have been paid had he or shethey been subject to an involuntary termination (not for Cause).

(2) Accelerated Stock Option Vesting

Voluntary Termination or Retirement. For a voluntary termination, all unvested options would be canceled, unless the Compensation Committee determined otherwise. Each NEO would be entitled to exercise stock options to the extent vested as of the date of histheir termination of employment. The number of vested options held by each NEO is shown inemployment within the Outstanding Equity Awards at Fiscal Year-End Table on page 58. The vested options held by the NEOs would need to be exercised within four months ofmonth period following termination of employment. For retirement-eligible employees, unvested stock options would immediately vest as long as the option had been outstanding for at least one year from the date of grant, and vested options would need to be exercised within five years of the applicable retirement dateemployment but not beyond the scheduled expiration date. None

If the NEO is retirement eligible, unvested stock options would immediately vest. Vested options would need to be exercised no later than the scheduled expiration date. All of the NEOs, except for Ms. Soni, were eligible for retirement eligible attreatment as of December 31, 2015.

2022 on their 2020, 2021 and 2022 option awards.

Involuntary Termination – Not For Cause. Each NEO would be entitled to pro rata vesting of outstandingunvested stock options as long as the options had been outstanding for at least one year from the date of grant. The amounts shown include the in-the-money value of accelerated stock option vesting based on $43.46, the NYSE closing price per shareStock options vested as of the company’s commondate of termination of employment would need to be exercised within the four month period following termination of employment but not beyond the scheduled expiration date.

If the NEO is retirement eligible, unvested stock onoptions would immediately vest. Vested options would need to be exercised no later than the scheduled expiration date. All of the NEOs, except for Ms. Soni, were eligible for retirement treatment as of December 31, 2015.

2022 on their 2020, 2021 and 2022 option awards.

Change Ofof Control. The NEOs would be entitled to the full vesting of outstanding stock options granted prior to 2014. Stock options granted in 2014 and 2015 would not automatically vest upon a Change of Control so long as the Compensation Committee determined that, upon the Change of Control, the awards would either be honored or replaced with substantially equivalent alternative awards. If the 2014 and 2015 stock option awards were so honored or replaced, then vesting of those awards would only be accelerated if the NEO’s employment were to be terminated within two years following the Change of Control without Cause or by the NEO for Good Reason. Stock options, if vested upon the Change of Control, would be exercisable for the remainder of their original term. The amounts shown in the Change of Control section of the table indicateprovide the in-the-money value of accelerated stock option vesting presuming that all options were to vest upon thea Change of Control on December 31, 2022 (i.e., that 2014 and 2015the stock option awards were not honored or replaced, or that the NEOs were terminated at the time of the Change of Control without Cause), based on $43.46, the NYSE closing price per share of the company’s common stock on December 31, 2015.

or quit for Good Reason.

Involuntary Termination For Cause. All outstandingunvested stock options would be cancelled.

canceled.

Death or Disability. All outstandingunvested stock options would become fully vested.

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Backvest and would need to Contents

be exercised no later than the scheduled expiration date.

Compensation Discussion and Analysis

(3) Accelerated Vesting of Performance Shares and Other LTI Awards

Voluntary Termination or Retirement. UnvestedFor a voluntary termination, unvested performance shares and RSUs would be cancelledcanceled as of the termination of employment date, unless the Compensation Committee determined otherwise. For retirement-eligibleretirement eligible employees, unvestedperformance share awards granted on February 23, 2021 and February 23, 2022 would vest, subject to the Company's performance against performance measures and the NEO's compliance with a non-competition provision. As of December 31, 2022, all of the NEOs, except for Ms. Soni, were eligible to receive retirement treatment on their outstanding performance share awards, subject to the Company's performance against performance measures and the NEO's compliance with the non-competition provision. The amounts shown included dividend equivalents accrued as of December 31, 2022 on performance awards.

Ms. Soni is not retirement eligible and would forfeit her performance shares and 2020 RSUs (other than performance shares and RSUs resulting from the October 2013 special equity grant) would pro-rata vest. None of the NEOs were retirement eligible as of December 31, 2015.

if she voluntarily terminated employment.

66www.thehartford.com
COMPENSATION MATTERS
Involuntary Termination – Not For Cause. Each NEOAll of the NEOs, except for Ms. Soni, would receive full vesting, subject to the Company's performance against performance measures, in their 2021 and 2022 performance share awards due to eligibility for retirement treatment, subject to the NEO's compliance with the non-competition provision. Ms. Soni, who is not retirement eligible, would be entitled to pro rata paymentvesting of the 2014her 2020 RSUs, which would be paid out following termination of employment, and 2015pro rata vesting of her 2021 and 2022 performance share awards at(subject to the end of the applicableCompany's performance period.against performance measures). The amount shown is the value the NEO would be entitled to at the end of the respective performance period for these awards to which pro rata or full payment applies, proratedbased on $75.83, the closing stock price on December 30, 2022, and payout at target. The amounts shown include dividend equivalents accrued as of December 31, 2015, based2022 on $43.46, the NYSE closing price per share ofFebruary 23, 2021 and February 23, 2022 performance awards, and on the company’s common stock on December 31, 2015, and payout at target. Performance shares and RSUs resulting from the October 2013 special equity grant would be forfeited, unless the Compensation Committee determined otherwise.

2020 RSU awards granted to Ms. Soni.

Change Of Control. The performance sharesRSU and RSUs resulting from the October 2013 special equity grant and the performance share awards granted in 2014 and 2015 would not automatically vest upon a Change of Control so long as the Compensation Committee determined that, upon the Change of Control, the awards would either be honored or replaced with substantially equivalent alternative awards. If the October 2013 special equityRSU awards and the 2014 and 2015 performance share awards were so honored or replaced, then vesting of those awards would only be accelerated if the NEO’s employment were to be terminated within two years following the Change of Control without Cause or by the NEO for Good Reason. The amounts shown in the Change of Control section of the table indicate the value of accelerated vesting presuming that all awards were to vest upon the Change of Control (i.e., the October 2013 special equity awards and the 2014 and 2015 performance share awards were not honored or replaced, or that the NEOs were terminated at the time of the Change of Control without Cause)Cause or quit for Good Reason), based on $43.46,$75.83, the NYSE closing stock price per share of the company’s common stock on December 31, 2015,30, 2022, and, in the case of performance shares, a payout at target. (TheThe Compensation Committee could determine that performance share awards would pay out at greater than the target amount).

amount. The amounts shown include dividend equivalents accrued as of December 31, 2022 on February 23, 2021 and February 23, 2022 performance awards, and on the 2020 RSU awards granted to Ms. Soni.

Involuntary Termination For Cause. All unvested awards would be cancelled.

canceled.

Death or Disability. ForPerformance share awards other than the October 2013 special equity awards, a prorated portion of outstanding performance sharesgranted in 2021 and 2022 would vest in full at target and be payable at the endwithin 60 days of the applicabletermination date. The 2020 RSUs granted to Ms. Soni would vest in full and be paid out within 90 days of the termination date (or by March 15, if earlier). The amounts shown include dividend equivalents accrued as of December 31, 2022 on February 23, 2021 and February 23, 2022 performance or service period. Performance sharesawards, and RSUs resulting fromon the October 2013 special equity grant would be forfeited, unless the Compensation Committee determined otherwise.

2020 RSU awards granted to Ms. Soni.

(4) Cash Severance Payments

Voluntary Termination or Retirement, Involuntary Termination For Cause, Death or Disability.Disability. No benefits would be payable.

Involuntary Termination - Not For Cause Before or After Aa Change of Control, or Termination For Good Reason Within Two Years Following a Change of Control. Each NEO (other than Ms. Soni) would receive a severance payment calculated as a lump sum equal to two times the sum of base salary and the target AIP award at the time of termination (assumed to be December 31, 20152022 for this purpose). The amounts shown representFor an Involuntary termination not for Cause before a Change of Control, Ms. Soni would receive a severance payment calculated as a lump sum equal to 12 months of her annual base salary at the valuetime of termination (assumed to be December 31, 2022 for this purpose). For an involuntary termination not for Cause or a termination for Good Reason within two years following a Change of Control, Ms. Soni would receive a severance payable in accordance withpayment calculated as a lump sum equal to 24 months of her annual base salary at the Senior Executive Plan. (Intime of termination (assumed to be December 31, 2022 for this purpose).

In the event of termination after a Change of Control, if the aggregate present value of payments contingent on the Change of Control would result in payment by the executiveNEO of an excise tax on “excess parachute payments”,payments,” as described in regulations under Sections 280G and 4999 of the Internal Revenue Code, then the severance amounts shown would be reduced if, as a result, the executiveNEO would thereby receive more on an after-tax basis than he or shethey would receive if the reduction in the severance amount was not made. The amounts shown assume that such reduction does not occur.)

(5) Benefits Continuation and Outplacement

Voluntary Termination or Retirement. No benefits would be payable. Employeespayable: executive outplacement services would not be provided and health benefit coverage ends. NEOs who terminate employment after attaining age 55 and completing 10 years of service can elect coverage under a company high deductible health plan until age 65 at their own expense.

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Involuntary Termination - Not For Cause, Before or After A Change of Control, or Termination For Good Reason Within Two Years Following a Change of Control. Each NEO would be provided up to one-year of health benefits at the employee cost and up to one-year of executive outplacement services.

The amounts shown represent the estimated employer cost of health coverage continuation and outplacement.

outplacement for one year.

Other BenefitsInvoluntary Termination - Disability or Death. Each NEO would be provided 36 months of life and health benefits continuation from the date of termination due to long term disability. The amounts shown represent the estimated employer cost of life and health coverage continuation for three years.

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COMPENSATION MATTERS
TREATMENT OF NEO UPON RETIREMENT
In September 2022, the Company announced Mr. Elliot's decision to retire on December 31, 2022. Upon Mr. Elliot's retirement, his outstanding, unvested equity awards received the following treatment, pursuant to the standard terms and conditions of the relevant plan documents:
•Stock options granted on February 25, 2020 accelerated so that the final tranche of 68,235 options became vested on December 31, 2022, which are included in the EventOutstanding Equity table on page 59. If exercised on December 31, 2022 (a date on which the stock market was closed) , these options would have had a market value of Death or Disability

$1,402,912 based on the stock price on the prior business day ($75.83 on December 30, 2022).

In addition•Stock options granted on February 23, 2021 accelerated so that the final two tranches of 122,088 options became vested on December 31, 2022, which are included in the Outstanding Equity table on page 59. If exercised on December 31, 2022 (a date on which the stock market was closed) , these options would have had a market value of $2,925,228 based on the stock price on the prior business day ($75.83 on December 30, 2022).

•Stock options granted February 23, 2022 accelerated so that all 164,553 options became vested on December 31, 2022, which are included in the Outstanding Equity table on page 59. If exercised on December 31, 2022 (a date on which the stock market was closed) , these options would have had a market value of $1,056,430 based on the stock price on the prior business day ($75.83 on December 30, 2022).
•Performance shares granted in 2021 and 2022 will vest, depending on actual performance against the performance measures, following the end of their respective performance periods, subject to Mr. Elliot's compliance with the awards' non-competition provision during the remainder of the respective performance periods. Such awards remain subject to the termination benefitsachievement of the applicable performance criteria and will be paid in 2024 and 2025, respectively, following certification of performance at the end of the applicable performance periods. The value of these awards at the end of their respective performance periods, based on the closing stock price on December 30, 2022 ($75.83) and payout at target performance, and including dividend equivalents accrued as of December 31, 2022, would be $7,167,604 (shown at maximum payout or 200% in the Outstanding Equity table on page 59).

Mr. Elliot also received a cash AIP award of $2,812,000 as shown in the table, in the event of death, an NEO would receive a $25,000 ($50,000 in 2016) company-paid life insurance benefit in addition to whatever voluntary group term life insurance coverage is in effect. In the event of disability, the executive would be entitled to short and long term disability benefits if the NEO were disabled in accordance with the terms of the applicable plan. Upon the commencement of long term disability benefits and while in receipt of long term disability benefits, each NEO could continue to participate in company health benefit and life insurance plans for up to three years.

Summary Compensation Table on page 56.

DEFINITIONS


DEFINITIONS

“Cause” as used above is defined differently, depending upon whether an event occurs before or after a Change of Control.

•    

priorPrior to a Change of Control, “Cause” is generally defined as termination for misconduct or other disciplinary action.

With respect to 2022 LTI awards, prior to a Change of Control, "Cause" is defined as termination of the executive's employment due to the executive engaging in any of the following (as determined by the Company in its sole discretion): (i) the willful failure to perform substantially the executive's employment-related duties; (ii) the executive's willful or serious misconduct that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) the executive's conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; or (iv) the executive's breach of any written covenant or agreement with the Company or any material written policy of the Company.

•    

uponUpon the occurrence of a Change of Control, “Cause” is generally defined as the termination of the executive’s employment due toto: (i) a felony conviction; (ii) an act or acts of dishonesty or gross misconduct which result or are intended to result in damage to the company’sCompany’s business or reputation; or (iii) repeated violations by the executive of the obligations of his or hertheir position, which violations are demonstrably willful and deliberate and which result in damage to the company’sCompany’s business or reputation.

“Change of Control” is generally defined as:

•     

theThe filing of a report with the SEC disclosing that a person is the beneficial owner of 40% or more of the outstanding stock of the companyCompany entitled to vote in the election of directors of the company;

Company;

•     

aA person purchases shares pursuant to a tender offer or exchange offer to acquire stock of the companyCompany (or securities convertible into stock), provided that after consummation of the offer, the person is the beneficial owner of 20% or more of the outstanding stock of the companyCompany entitled to vote in the election of directors of the company;

Company;

•     

theThe consummation of a merger, consolidation, recapitalization or reorganization of the companyCompany approved by the stockholders of the company,Company, other than in a transaction immediately following which the persons who were the beneficial owners of the outstanding securities of the companyCompany entitled to vote in the election of directors of the companyCompany immediately prior to such transaction are the beneficial owners of at least 55% of the total voting power represented by the securities of the entity surviving such transaction entitled to vote in the election of directors of such entity in substantially the same relative proportions as their ownership of the securities of the companyCompany entitled to vote in the election of directors of the companyCompany immediately prior to such transaction;

•     

theThe consummation of a sale, lease, exchange or other transfer of all or substantially all the assets of the companyCompany approved by the stockholders of the company;Company; or

•     

withinWithin any 24 month period, the persons who were directors of the companyCompany immediately before the beginning of such period (the “Incumbent Directors”) cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the company,Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors

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COMPENSATION MATTERS
either actually or by prior operation of this clause, and (B) was not designated by a person who has entered into an agreement with the companyCompany to effect a merger or sale transaction described above.

“Good Reason” is generally defined as:

•    

theThe assignment of duties inconsistent in any material adverse respect with the executive’s position, duties, authority or responsibilities, or any other material adverse change in position, including titles, authority or responsibilities;

•     

aA material reduction in base pay or target AIP award;

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Compensation Discussion and Analysis

•     

beingBeing based at any office or location more than 50 miles from the location at which services were performed immediately prior to the Change of Control (provided that such change of office or location also entails a substantially longer commute);

•     

aA failure by the companyCompany to obtain the assumption and agreement to perform the provisions of the Senior Executive Officer Plan by a successor; or

•     

aA termination asserted by the companyCompany to be for cause that is subsequently determined not to constitute a termination for Cause.


CEO PAY RATIO
For 2022, Mr. Swift had total compensation, as reported in the Summary Compensation Table on page 56, of $16,086,469, while our median employee (excluding the CEO) had total compensation of $117,472, yielding a CEO pay ratio of 137 times the median. Annual base salary at year-end 2022 was used to determine the median employee; no statistical sampling was used. The median employee's total compensation was calculated in the same manner as for the CEO in the Summary Compensation Table. All non-U.S. employees were excluded using the 5% de minimis rule (172 employees were based in the U.K., 6 in Hong Kong, 8 in Canada, and 6 in Switzerland).

PAY VERSUS PERFORMANCE
The table below provides information about the relationship between "Compensation Actually Paid" (as defined by the SEC) to NEOs and certain financial performance metrics of the Company. Compensation Actually Paid does not represent amounts actually received by the individuals during the year or the compensation decisions described in the "Compensation Discussion and Analysis” on page 38. Compensation Actually Paid is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the fair value of unvested equity-based awards.

Value of Initial Fixed $100 Investment Based on:(4)
Year
Summary Compensation Table (SCT) Total for CEO ($)(1)
Compensation Actually Paid (CAP) to CEO ($)(2)
Average
 SCT Total for Other NEOs ($)(1)
Average CAP to Other NEOs ($)(3)
Company TSR ($)Peer Group TSR ($)Net Income
 ($ in millions)
Compensation Core Earnings ($ in millions) (5)
202216,086,469 26,534,011 5,409,204 8,245,362 135 145 1,815 2,561 
202115,824,348 38,804,005 4,793,726 10,351,296 120 132 2,365 2,163 
202011,806,195 (783,220)3,927,876 524,850 83 100 1,737 1,767 
(1) The CEO for each year reported was Christopher Swift. The names of each of the other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Beth Costello, Douglas Elliot, David Robinson, and Deepa Soni; (ii) for 2021, Beth Costello, Douglas Elliot, David Robinson, Amy Stepnowski, and William Bloom; and (iii) for 2020, Beth Costello, Douglas Elliot, David Robinson, William Bloom, and Brion Johnson.

(2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the CEO's total compensation for each year to determine the compensation actually paid. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost.
YearSCT Total ($)Less: Change in Pension Value ($)Less: Stock Awards from SCT and Option Awards from SCT ($)Year-End Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in the Year ($)Change in Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in Prior Years ($)Vesting Date Value of Equity Awards and Applicable Dividend Equivalents Granted and Vested in the Year ($)Change in Value of Equity Awards and Applicable Dividend Equivalents Granted in Prior Years Which Vested in the Year ($)CAP ($)
202216,086,469 — 10,153,500 14,890,747 5,123,290 — 587,005 26,534,011 
202115,824,348 8,184 9,626,475 19,016,242 9,006,971 — 4,591,103 38,804,005 
202011,806,195 33,824 7,990,850 6,834,642 (5,693,269)— (5,706,114)(783,220)
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COMPENSATION MATTERS
(3) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the CEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost.
YearSCT Total ($)Less: Change in Pension Value ($)Less: Stock Awards from SCT and Option Awards from SCT ($)Year-End Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in the Year ($)Change in Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in Prior Years ($)
Vesting Date Value of Equity Awards and Applicable Dividend Equivalents Granted and Vested in the Year ($) (a)
Change in Value of Equity Awards and Applicable Dividend Equivalents Granted in Prior Years Which Vested in the Year ($)CAP ($)
20225,409,204 — 2,842,980 3,231,047 1,053,592 938,364 456,135 8,245,362 
20214,793,726 1,170 2,362,389 4,335,398 1,972,862 340,965 1,271,904 10,351,296 
20203,927,876 21,586 2,164,110 1,718,080 (1,391,173)132,902 (1,677,139)524,850 
(a) Equity awards vest during the year granted only in the case of retirement. Retirements occurred in 2022, 2021, and 2020 for Messrs. Elliot, Bloom, and Johnson, respectively.

(4) Reflects the value of a fixed $100 investment on December 31, 2019. The peer group used for this purpose is the published industry index: S&P Insurance Composite Index, the same peer group used for purposes of the performance graph included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2022, 2021, and 2020.

(5) The Compensation Core Earnings definition and a reconciliation from GAAP net income to Compensation Core Earnings for each year in the table are provided in Appendix A.

FINANCIAL PERFORMANCE MEASURES

As described in greater detail in “Compensation Discussion and Analysis” the Company’s executive compensation program is heavily weighted toward variable compensation and designed to promote long-term shareholder value creation and support our strategy. The most important financial performance measures used by the Company to link compensation actually paid to the Company’s NEOs to Company performance are as follows:

•Compensation Core Earnings
•Compensation Core ROE
•TSR

ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

Below are graphs showing the relationship of “Compensation Actually Paid” to our CEO and the average for our other NEOs in 2022, 2021 and 2020 relative to (i) TSR; (ii) net income; and (iii) Compensation Core Earnings:
g58.jpg

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g59.jpg


g60.jpg








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2016 Proxy Statement

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SHAREHOLDER PROPOSAL

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ITEM 3

4

SHAREHOLDER PROPOSAL THAT THE COMPANY ADOPT AND DISCLOSE A POLICY FOR THE TIME BOUND PHASE OUT OF UNDERWRITING RISKS ASSOCIATED WITH NEW FOSSIL FUEL EXPLORATION AND DEVELOPMENT PROJECTS

ADVISORY APPROVAL OF 2015 COMPENSATION OF NAMED EXECUTIVE OFFICERS

We have received notice of the intention of shareholder Green Century Capital Management Inc., on behalf of The Green Century Funds to present the following proposal at the Annual Meeting. In accordance with federal securities regulations, the text of the stockholder proposal and supporting statement appears below exactly as received, other than minor formatting changes. The contents of the proposal or supporting statement are the sole responsibility of the proponent, and we are not responsible for the content of the proposal or any inaccuracies it may contain. The Company will promptly provide the address of the proponent and the number of shares owned by it upon request directed to the Company’s Senior Vice President and Corporate Secretary.

Whereas: The Intergovernmental Panel on Climate Change (IPCC) advises that greenhouse gas (GHG) emissions must reach net-zero by 2050 to limit warming to 1.5 degrees Celsius, thereby averting the worst impacts of climate change.

Experts agree that weather-related natural catastrophes are tied to the trend of increasing insured losses. Last year marked the fourth time in five years global insured losses exceeded $100 billion due to weather related disasters. Combined U.S. insured loss from natural catastrophes in 2020 and 2021 was $176 billion; the highest two-year total on record.

Despite The Hartford’s goal to achieve net-zero emissions across all business lines by 2050, it continues to underwrite new risks for the fossil fuel industry. This puts it at odds with the scientific consensus that limiting warming to 1.5 degrees Celsius means that the world cannot develop new oil and gas fields or coal mines beyond those already approved for exploration and development. Existing fossil fuel supplies are sufficient to satisfy global energy needs, and developing new oil and gas fields would not produce in time to mitigate energy market turmoil resulting from the Ukraine War.

Without a policy to phase out underwriting new fossil fuel exploration and development, The Hartford may be subject to material risk related to:

•Climate: Fossil fuel emissions drive stronger and more frequent natural catastrophes challenging insurers’ abilities to cover claims or offer policies in existing markets.
•Transition: Without early action toward an orderly transition to a low carbon economy, availability of capital for the insurance industry could drop precipitously.
•Competition: Twelve global insurers now restrict underwriting conventional oil and gas projects and/or companies, signaling responsiveness to climate risk.
•Reputation: Campaigns targeting US insurers’ climate policies bring negative attention to the Company, and may adversely affect its ability to attract customers and employees.

Investors remain concerned that despite its net zero emissions by 2050 goal, the Company’s efforts are not sufficiently aligned with the IPCC’s 1.5 degrees Celsius no/low overshoot pathways, which describe the trajectories of GHG emissions reductions needed to stabilize the global climate.

RESOLVED: Shareholders request that the Board of Directors adopt and disclose a policy for the time bound phase out of The Hartford’s underwriting risks associated with new fossil fuel exploration and development projects, aligned with the IPCC’s recommendation to limit global temperature rise to 1.5 degrees Celsius.

Supporting Statement:

The board and management, in its discretion, should define the scope, time frames and parameters of the policy, with an eye toward:
•the well-accepted definition that new fossil fuel exploration and development projects include exploration for and/or development of oil, gas, and coal resources or reserves beyond those fields or mines that have already been permitted;
•the pathways and time frames set forth by the International Energy Agency’s Net Zero by 2050 scenario or the IPCC’s low/no overshoot scenarios

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SHAREHOLDER PROPOSAL
×

The Board of Directors recommends that shareholders vote “FOR”"AGAINST" this Proposal for the below resolutionfollowing reasons:

•The Hartford has established itself as a U.S. insurance industry leader in its commitment to approve our compensation of named executive officers as disclosed inaddress climate change through a proactive, balanced and pragmatic approach.
•Proscriptive approaches to address climate change fail to account for the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

Section 14Acomplexities of the Securities Exchange ActU.S. insurance system or the role the fossil fuel industry must play in energy transition. Divestitures and boycotts are not the optimal foundation to reach net zero.

•Recent geopolitical and economic events have underscored the need for insurers to remain pragmatic and flexible in their underwriting approach during the energy transition.
•U.S. insurers are operating in an increasingly complex regulatory environment, making a balanced and pragmatic approach to underwriting of 1934, as amended, provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensationvital importance.
•A strong majority and wide variety of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis.

As described in detail in the Compensation Discussion and Analysis beginning on page 37, our executive compensation program is designed to promote long-term shareholder value creation andstakeholders support our strategy by: (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

Because the required vote is advisory, it will not be binding upon the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

Hartford’s energy transition approach.

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After due consideration, the Board of Directors has reached the conclusion that the Proposal is not in the best interests of shareholders. In its net zero emissions journey, The Hartford has adopted a thoughtful approach to managing the global energy transition already underway and has committed to transparency for shareholders as to that approach. To that end, we have taken the opportunity to set out our approach for net zero and the energy transition on several occasions, and we will continue to do so.


The Proposal poses substantially the same issue that the same shareholder proposed last year, differing only in that it seeks a timebound rather than an immediate prohibition on the targeted activities. The essence of the Proposal remains the same; however, the proponent is seeking a commitment from the Board of Directors to adopt policies to ensure The Hartford’s underwriting practices do not support new fossil fuel supplies. We appreciated the support shareholders provided last year for our position – with 91.2% of voted shares AGAINST the prior proposal.
We engaged actively with the shareholder proponent, both before and after this Proposal was submitted, in an attempt to Contents

find common ground in lieu of again putting this issue on the ballot. Those efforts were unfortunately unsuccessful. The proponent’s belief that circumstances have changed since last year’s vote in a light favorable to this Proposal is unsupported, as set out below.

The Hartford has established itself as a U.S. insurance industry leader in its commitment to address climate change through a proactive, balanced and pragmatic approach.

In April 2022, The Hartford announced a 2050 net zero emissions goal across its businesses and operations. That goal has animated a year of innovative work across the Company to drive measurable progress towards our efforts to address climate change and support the energy transition. Further, we’ve communicated frequently on our approach, most recently last month when we provided detail on:
•Our goal to reduce Scope 1 and 2 greenhouse gas emissions (“GHGe”) by 50% by 2030 (using 2019 as a baseline year);
•The implementation of an ESG supply chain engagement program to help influence key business partners to report and reduce their GHGe;
•Our continued assessment of, and engagement with industry participants and organizations on, methodologies for measuring underwriting and investment portfolio GHGe;
•Our progress towards our goal of investing $2.5 billion in technologies, companies and funds that are advancing energy transition and addressing climate change; and
•The crucial work in flight in our businesses to embed our ESG principles into our operations and to produce product solutions that will enable The Hartford to support global energy transition.(1)
The Hartford’s approach to the global energy transition is a driver of all of these initiatives. What is happening in the global economy is unprecedented and transformational. The greening of industry, and in particular of energy, is occurring on a scale larger than any one company - but requires the participation of all companies - with burgeoning investments into renewable energy and decarbonizing technologies. Any company looking to secure a future vital role as a market actor, and return shareholder value along the way, must navigate this global transition adeptly and with an understanding of its complexities and tradeoffs. This core value drives our strategy and efforts: while urgent, the energy transition is complex, dynamic and cannot be accomplished overnight with divestiture-based strategies that seek to exclude industry participants that are positioned to have the greatest impact. The balance of our collective energy future is shifting radically within sectors, and even within companies, to a greener blend. As a complex assessor of risk in all forms, The Hartford is positioning itself to support the transition through a proactive, balanced and pragmatic approach, with clear goals, transparency and accountability at the foundation.
Proscriptive approaches to address climate change fail to account for the complexities of the U.S. insurance system or the role the fossil fuel industry must play in energy transition. Divestitures and boycotts are not the optimal foundation to reach net zero.

The Proposal seeks that The Hartford establish a timetable to exit all business “associated with” new fossil fuel exploration and development. This vague and prohibitive idea has no place in a strategy geared to adapt to present and emerging complexity and would be counterproductive to the global goal of net zero. Meeting the energy transition challenge will require utilizing all of the tools and techniques that inform underwriting judgment, not fewer. Blanket prohibitions on The Hartford’s ability to define our risk appetite do not account for the complexities of the issues involved in energy transition or the opportunities this paradigm shift presents to insurers like The Hartford that seek to support the many energy companies that are on the right path. Many of these energy companies have the technology, infrastructure, expertise and scale that are critical to global energy transition, and every

Compensation Discussion and Analysis

ITEM 4

2023 Proxy Statement73

ADVISORY APPROVAL OF PREFERRED FREQUENCY FOR ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

SHAREHOLDER PROPOSAL
company’s participation in this journey is critical. Inability to secure insurance from public insurers will result in energy companies seeking insurance in private or overseas markets, where there may be less accountability to stakeholders.

The implication of the Proposal is that investors cannot put trust in the good efforts of a company on net zero without proscriptive policies, which we believe is inherently incorrect.

Recent geopolitical and economic events have underscored the need for insurers to remain pragmatic and flexible in their underwriting approach during the energy transition.

The Proposal points to recent world events – most notably the ongoing conflict in Ukraine – as having improved the prospects of a divestiture-driven energy strategy. We do not agree with this characterization. With all the market disruptions caused by the Ukraine war – including large-scale shifts in energy allocation priorities – pragmatism has proven to be ever more vital. A rigid approach in these times would have harmed the broader movement towards greener energy and net zero (goals we share with the proponent). We believe those seeking most earnestly to achieve progress must do so with more, not fewer, strategic tools at hand, and we believe recent world events have borne that out.

Insurers are operating in an increasingly complex regulatory environment, making a balanced and pragmatic approach to underwriting of vital importance.

ESG in general, and net zero in particular, has come under intense scrutiny and is subject to vigorous debate in the public policy sphere. The debate over the role of various industries and businesses in advancing ESG goals has drawn the attention of policymakers and regulators at all levels of government. As an insurance company doing business in all 50 states, The Hartford operates in a highly-regulated industry, and must ensure that our aspirations remain faithful to the unique manner in which our industry is regulated.

In doing so, The Hartford must forge its ESG and net zero pathways within a risk-based underwriting structure. Legislators and regulators at the state level are increasingly attuned to representations that insurers are making about ESG goals and whether the implementation of those goals match the dictates of existing insurance regulation. State regulators have two core mandates, protection of consumers and prudential regulation of insurance companies. State regulators have already raised concerns that prohibitions and proscriptive measures may undermine the risk-based underwriting model, potentially invoking consumer protection and prudential concerns. Accordingly, we have a responsibility to operate in a manner consistent with our regulatory scheme, making clear to regulators and other stakeholders that we can achieve our ESG goals, including net zero, and create long-term value by honing our underwriting judgment and business innovation to the task. The Proposal invites unnecessary regulatory risk that detracts from the work and the underlying mission, with no countervailing benefit to the Company, its stakeholders or an orderly global energy transition generally.

A strong majority and wide variety of stakeholders support The Hartford’s energy transition approach.

As mentioned above, this Proposal poses the same question as last year’s fossil fuel divestiture proposal by the same proponent. As such, we believe we have a fresh and robust sense of our shareholders’ views on the matter raised by this Proposal. Specifically, we engaged with several major shareholders in the run-up to the vote on last year’s proposal and yet more in our annual engagement initiative conducted in the fall. Even beyond the import of last year’s vote, we have had the opportunity to consult with many of you on the energy transition and the potential role of proscriptive measures like the Proposal.

We value those engagements, and listen closely for conflicting or different thoughts and ideas we should take into account. But what we heard then, and continue to hear now, is validating – it is strong and firm support for our balanced and pragmatic approach to energy transition. That support comes from those of you most strongly associated with the ESG movement and net zero and those less so, in equal force. It also comes from key regulatory voices. Among the themes we continue to hear from our shareholders:

•The need to preserve business judgment and consider shareholder value in our actions
•Understanding that divesting from entire sectors – or moving carbon-intensive assets from public to private markets – will not advance progress towards net zero and reduces transparency and accountability
•Concern that blanket restrictions could be problematic for the larger economy
•An emphasis on a pragmatic, transitional approach

While the proponent has commendable motives, it is wedded to a strategy we do not believe to be in the best interest of The Hartford, its stakeholders or an orderly global energy transition.

Accordingly, our Board of Directors recommends a vote AGAINST the Proposal.

(1) Our net zero approach statement is available on our sustainability website at http://www.thehartford.com/about-us//environment under “The Hartford’s Net Zero Approach.”


The Board recommends that shareholders vote for the option of every “1 year” as the frequency with which shareholders are provided an opportunity to vote on named executive officer compensation, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

Section 14A of the Securities Exchange Act of 1934, as amended, provides that shareholders can indicate their preference, at least once every six years, as to how frequently the company should seek an advisory vote on NEO compensation as disclosed pursuant to the SEC's compensation disclosure rules. By voting on this proposal, shareholders may indicate whether they would prefer that the company seek future advisory votes on NEO compensation once every one, two, or three years.

The Board believes that an advisory vote on NEO compensation that occurs every year is the most appropriate alternative for the company and therefore recommends that you vote for a one-year interval for the advisory vote on executive compensation. In formulating its recommendation, the Board considered that an annual advisory vote on NEO compensation will enable shareholders to provide direct input to the company regarding its compensation philosophy, policies and practices as disclosed in the proxy statement each year. Setting a one year period for holding this stockholder vote will enhance stockholder communication by providing a clear, simple means for the company to ascertain general investor sentiment regarding the company's executive compensation program.

Shareholders may cast a vote on the preferred voting frequency by selecting the option of 1 year, 2 years, 3 years, or abstain, when voting in response to the resolution set forth below:

RESOLVED, that the option of every 1 year, 2 years, or 3 years which receives the highest number of votes cast for this resolution will be the preferred frequency with which the company is to provide shareholders with the opportunity to vote to approve the compensation of named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

The option of every one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on NEO compensation that has been selected by shareholders. Because the required vote is advisory, it will not be binding upon the Board. The Board will, however, take into account the outcome of the vote when considering the frequency with which the company will provide shareholders the opportunity to vote to approve the compensation of NEOs.

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INFORMATION ON STOCK OWNERSHIP

DIRECTORS AND EXECUTIVE OFFICERS

The following table shows, as of March 21, 2016:20, 2023: (1) the number of shares of our common stock beneficially owned by each director director nominee, and NEO, and (2) the aggregate number of shares of common stock and common stock-based equity (including RSUs, performance shares granted at target and stock options that will not vest or become exercisable within 60 days, as applicable) held by all directors, director nominees,NEOs and Section 16 executive officers as a group.

Neither the common stock

As of March 20, 2023, no individual director, NEO or Section 16 executive officer beneficially owned by1% or more of the total outstanding shares of our common stock. The directors, and director nominees individually, nor the common stock beneficially owned by all directors, director nominees,NEOs and Section 16 executive officers as a group exceeds 1%beneficially owned approximately 2.0 % of the total outstanding shares of our common stock as of March 21, 2016.

20, 2023.
             

Name of Beneficial Owner

Common Stock(1)

 

Total(2)

Robert B. Allardice, III

 

44,566

  

 

  

 

  

44,566

 

Beth Bombara

 

149,455

  

 

  

 

  

378,990

 

Douglas Elliot

 

516,613

  

 

  

 

  

1,070,912

 

Trevor Fetter

 

54,145

  

 

  

 

  

54,145

 

Brion Johnson

 

151,104

  

 

  

 

  

342,939

 

Kathryn A. Mikells

 

53,417

  

 

  

 

  

53,417

 

Michael G. Morris

 

68,549

  

 

  

 

  

68,549

 

Thomas A. Renyi

 

50,470

  

 

  

 

  

50,470

 

Julie G. Richardson(3)

 

19,219

  

 

  

 

  

19,219

 

Teresa W. Roseborough

 

4,734

  

 

  

 

  

4,734

 

Virginia P. Ruesterholz

 

15,069

  

 

  

 

  

15,069

 

Robert Rupp

 

305,743

  

 

  

 

  

517,836

 

Charles B. Strauss(4)

 

55,550

  

 

  

 

  

55,50

 

Christopher J. Swift(5)

 

686,246

  

 

  

 

  

1,466,577

 

H. Patrick Swygert

 

45,609

  

 

  

 

  

45,609

 

All directors, director nominees and Section 16 executive officers as a group (22 persons)

 

2,504,280

  

 

  

 

  

4,911,684

 

Name of Beneficial Owner
Common Stock(1)
Total(2)
Beth Costello519,140703,408
Larry De Shon10,85010,850
Carlos Dominguez22,52022,520
Douglas Elliot1,627,5581,722,603
Trevor Fetter(3)
126,711126,711
Donna James6,7256,725
Kathryn A. Mikells(4)
99,74799,747
Edmund Reese2,3572,357
David Robinson243,851383,861
Deepa Soni38,514137,887
Teresa W. Roseborough28,86128,861
Virginia P. Ruesterholz43,32943,329
Christopher J. Swift(5)
2,637,7923,425,527
Matthew E. Winter11,56211,562
Greig Woodring(6)
17,42917,429
All directors, NEOs and Section 16 executive officers as a group (25 persons)(7)
6,321,1648,233,152
(1)All shares of common stock are owned directly except as otherwise indicated below. Pursuant to SEC regulations, shares of common stock beneficially owned include shares of common stock that, as of March 20, 2023: (i) may be acquired by directors, NEOs and Section 16 executive officers upon the vesting or distribution of stock-settled RSUs or the exercise of stock options exercisable within 60 days after March 20, 2023, (ii) are allocated to the accounts of Section 16 executive officers under the Company’s tax-qualified 401(k) plan, (iii) are held by Section 16 executive officers under The Hartford Employee Stock Purchase Plan or (iv) are owned by a director’s, NEO's or a Section 16 executive officer’s spouse or minor child. Of the number of shares of common stock shown above, the following shares may be acquired upon exercise of stock options as of March 20, 2023 or within 60 days thereafter by: Ms. Costello, 461,935 shares; Mr. Elliot, 1,342,723 shares; Mr. Robinson, 235,650 shares; Ms. Soni, 26,020 shares; Mr. Swift, 2,241,142 shares; and all NEOs and Section 16 executive officers as a group, 5,045,947 shares.
(2)This column shows the individual’s total stock-based holdings in the Company, including the securities shown in the “Common Stock” column (as described in footnote 1), plus RSUs that vest and stock options that become exercisable more than 60 days after March 20, 2023, and all outstanding performance shares (at target).
(3)The amount shown includes 60,945 shares of common stock held by a trust for which Mr. Fetter serves as trustee.
(4)The amount shown includes 11,800 shares of common stock held by a limited liability company of which Ms. Mikells is a member.
(5)The amount shown includes 43,179 shares of common stock held by Mr. Swift’s spouse and 156,251 held in two trusts for which Mr. Swift or his spouse serves as trustee.
(6)The amount shown includes 84 shares of common stock held by a trust for which Mr. Woodring serves as trustee.
(7)The amount shown includes 1,479 shares of common stock allocated to the accounts of two Section 16 executive officers under the Company’s tax-qualified 401(k) plan.

(1)

2023 Proxy Statement75

All shares of common stock are owned directly except as otherwise indicated below. Pursuant to SEC regulations, shares of common stock beneficially owned include shares of common stock that, as of March 21, 2016: (i) may be acquired by directors and Section 16 executive officers upon the vesting of stock-settled RSUs or the exercise of stock options exercisable within 60 days after March 21, 2016, (ii) are allocated to the accounts of Section 16 executive officers under the company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan), (iii) are held by Section 16 executive officers under The Hartford Employee Stock Purchase Plan and by Mr. Swygert under the Dividend Reinvestment and Cash Payment Plan, or (iv) are owned by a director’s or a Section 16 executive officer’s spouse or minor child. Of the number of shares of common stock shown above, the following shares may be acquired upon exercise of stock options as of March 21, 2016 or within 60 days thereafter by: Ms. Bombara, 129,135 shares; Mr. Elliot, 413,446 shares; Mr. Johnson, 111,333 shares; Mr. Rupp, 272,749 shares; Mr. Swift, 552,650 shares; and all Section 16 executive officers as a group, 1,617,250 shares.

(2)

INFORMATION ON STOCK OWNERSHIP

This column shows the individual’s total stock-based holdings in the company, including the securities shown in the “Common Stock” column (as described in footnote 1), plus RSUs, performance shares granted at target and stock options that may vest or become exercisable more than 60 days after March 21, 2016.

(3)

The amount shown includes 1,500 shares of common stock held by three separate trusts for which Ms. Richardson serves as co-trustee.

(4)

The amount shown includes 20,220 shares of common stock held by grantor retained annuity trusts of which Mr. Strauss is the sole trustee.

(5)

The amount shown includes 53,250 shares of common stock held by Mr. Swift’s spouse.

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Information on Stock Ownership

CERTAIN SHAREHOLDERS

The following table shows those persons known to the companyCompany as of February 15, 201614, 2023 to be the beneficial owners of more than 5% of our common stock. In furnishing the information below, we have relied on information filed with the SEC by the beneficial owners.

       

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class(1)

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

 

34,371,139

(2)

 

8.39

%

BlackRock Inc.
55 East 52nd Street
New York, NY 10055

 

33,430,032

(3)

 

8.2

%

State Street Corporation
One Lincoln Street
Boston, MA 02111

 

22,853,467

(4)

 

5.6

%

 

(1)

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership

The percentages contained in this column are based solely on information provided in Schedules 13G or 13G/A filed with the SEC by eachPercent of the beneficial owners listed above regarding their respective holdings of our common stock as of December 31, 2015.

Class(1)

(2)

This information is based solely on information contained in a Schedule 13G/A filed on February 11, 2015 by The Vanguard Group to report that it was the beneficial owner of 34,371,139 shares of our common stock as of December 31, 2015 (with all such shares being held by subsidiaries of
100 Vanguard including Vanguard Fiduciary Trust Company which beneficially owns 636,736 of the shares and Vanguard Investments Australia, Ltd. which beneficially owns 303,769 of the shares). Vanguard has the sole power to vote or to direct the vote with respect to 762,672 of such shares, the sole power to dispose or direct the disposition with respect to 33,556,570 of such shares and the shared power to dispose or direct the disposition of 814,569 of such shares.

Blvd.
Malvern, PA 19355
39,535,660(2)
12.43%
BlackRock Inc.
55 East 52nd Street
New York, NY 10055

24,543,083(3)

This information is based solely on information contained in a Schedule 13G/A filed on February 10, 2016 by BlackRock, Inc. to report that it was the beneficial owner of 33,430,032 shares of our common stock as of December 31, 2015. BlackRock has the sole power to vote or to direct the vote with respect to 28,681,267 of such shares and shared power to dispose or direct the disposition of 33,430,032 of such shares.

7.7%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202

24,771,975(4)

This information is based solely on information contained in a Schedule 13G filed on February 12, 2016 by 6.3%

State Street Corporation to report that it was the beneficial owner of 22,853,467 shares of our common stock as of December 31, 2015. State
One Lincoln Street has the shared power to vote or to direct the vote with respect to 22,853,467 of such shares and shared power to dispose or direct the disposition of 22,853,467 of such shares.


Boston, MA 02111
18,016,967(5)
5.66%

(1)The percentages contained in this column are based solely on information provided in Schedules 13G or 13G/A filed with the SEC by each of the beneficial owners listed above regarding their respective holdings of our common stock as of December 31, 2022.

(2)This information is based solely on information contained in a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group to report that it was the beneficial owner of 39,535,660 shares of our common stock as of December 31, 2022. Vanguard has (i) sole power to vote or to direct the vote with respect to none of such shares; (ii) shared power to vote or to direct the vote with respect to 455,458 of such shares, (iii) sole power to dispose or direct the disposition with respect to 38,165,595 of such shares and (iv) the shared power to dispose or direct the disposition of 1,370,065 of such shares.
(3)This information is based solely on information contained in a Schedule 13G/A filed on February 7, 2023 by BlackRock, Inc. to report that it was the beneficial owner of 24,543,083 shares of our common stock as of December 31, 2022. BlackRock has (i) sole power to vote or to direct the vote with respect to 21,646,704 of such shares; (ii) shared power to vote or to direct the vote with respect to none of such shares; (iii) sole power to dispose or direct the disposition of 24,543,083 of such shares; and (iv) shared power to dispose or direct the disposition of none of such shares.
(4)This information is based solely on information contained in a Schedule 13G filed on February 14, 2023 by T. Rowe Price Associates, Inc. to report that it was the beneficial owner of 24,771,975 shares of our common stock as of December 31, 2022. T. Rowe Price has (i) sole power to vote or to direct the vote with respect to 12,181,615 of such shares; (ii) shared power to vote or to direct the vote with respect to none of such shares and (iii) sole power to dispose or to direct the disposition of 24,771,975 of such shares; and (iv) shared power to dispose or direct the disposition of none of such shares.
(5)This information is based solely on information contained in a Schedule 13G filed on February 10, 2023 by State Street Corporation to report that it was the beneficial owner of 18,016,967 shares of our common stock as of December 31, 2022. State Street has (i) sole power to vote or to direct the vote with respect to none of such shares; (ii) shared power to vote or to direct the vote with respect to 16,231,021 of such shares and (iii) sole power to dispose or to direct the disposition of none of such shares; and (iv) shared power to dispose or direct the disposition of 17,881,969 of such shares.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our directors and designated Section 16 executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Section 16 executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.


Based upon a review of filings with the SEC and written representations from our directors and Section 16 executive officers that
no other reports were required, we believe that all Section 16(a) reports were filed timely in 2015.

2022, except that a Form 4 filed on December 12, 2022 for David Robinson to report the sale of 18,534 shares of our common stock pursuant to a trading plan previously adopted by Mr. Robinson in accordance with Rule 10b5-1 of the Exchange Act was one day late due to an administrative error.

2016 Proxy Statement

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INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker. You may also call (800) 542-1061 or write to: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). You can also request prompt delivery of copies of the proxy statementNotice of 2023 Annual Meeting of Shareholders, Proxy Statement and Form 10-K for the fiscal year ended December 31, 20152022 Annual Report by writing to Donald C. Hunt, Senior Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

FREQUENTLY ASKED QUESTIONS

The Board of Directors of The Hartford is soliciting shareholders’ proxies in connection with the 20162023 Annual Meeting of Shareholders, and at any adjournment or postponement thereof. The mailing to shareholders of the notice of Internet availability of proxy materials took place on or about April 8, 2016.

6, 2023.

Q:
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:
Instead of mailing a printed copy of our proxy materials to each shareholder of record, the SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Shareholders will not receive printed copies of the proxy materials unless they request them. The notice instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the notice for requesting those materials.

them.
Q:
How are shares voted if additional matters are presented at the Annual Meeting?

A:
Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders, David C. Robinson, Executive Vice President and General Counsel, and Donald C. Hunt, Senior Vice President and Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Delaware law and our By-laws.

Q:
Who may vote at the Annual Meeting?

A:
Holders of our common stock at the close of business on March 21, 201620, 2023 (the “Record Date”) may vote at the Annual Meeting. On the Record Date, we had 399,435,999312,393,287 shares of common stock outstanding and entitled to be voted at the Annual Meeting. You may cast one vote for each share of common stock you hold on all matters presented at the Annual Meeting.

Participants in The Hartford Investment and Savings Plan (“ISP”) and The Hartford Deferred Restricted Stock Unit Plan (“Bonus Swap Plan”) may instruct plan trustees as to how to vote their shares using the methods described on page 75.78. The trustees of the ISP and the Bonus Swap Plan will vote shares for which they have not received direction in accordance with the terms of the ISP and the Bonus Swap Plan, respectively.

Participants in The Hartford's Employee Stock Purchase Plan (“ESPP”) may vote their shares using the voting methodsas described on page 75.

78.

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Information about the Meeting




Q:
2023 Proxy Statement77
INFORMATION ABOUT THE MEETING
Q: What vote is required to approve each proposal?

A:

PROPOSAL

A: Proposal

VOTING STANDARD

Voting Standard

1

Election of Directors

➨

A director will be elected if the number of shares voted “for” that director exceeds the number of votes “against” that director.

2

To ratify the appointment of our independent registered public accounting firm

➨

An affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to vote

vote.

3

To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement

➨

An affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to vote

vote.

4

5

To select, on a non-binding, advisory basis, the preferred frequency for the advisory vote on named executive officer compensation

the shareholder proposal described in this proxy statement, if properly presented at the meeting

➨

The optionAn affirmative vote requires the majority of every “1 year,” “2 years” or “3 years” that receives the highest number of affirmative votes by those shares present in person or represented by proxy and entitled to vote

vote.

Q:
Q: What is the difference between a “shareholder of record” and a “street name” holder?

A:
These terms describe the manner in which your shares are held. If your shares are registered directly in your name through Computershare, our transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian on your behalf, you are a “street name” holder.

Q:
How do I vote my shares?

A:
Subject to the limitations described below, you may vote by proxy:

By internet

By telephone
Image67.jpg

By telephone

Image68.jpg

Visit 24/7

www.proxyvote.com

Dial toll-free 24/7

1-800-690-6903

By mailing your Proxy Card

At the annual meeting
Image69.jpg

In person

Image70.jpg

Cast your ballot, sign your proxy card and send by mail

Shareholders of record may join us in person atFollow the Annual Meeting

instructions on the virtual meeting site

When voting on any proposal other than Proposal #4,items 1-5, you may vote “for” or “against” the item or you may abstain from voting. When voting on Proposal #4, you may vote for every “1 year,” “2 years,” “3 years” or you may abstain from voting.

Voting Through the Internet or by Telephone.Telephone Prior to the Annual Meeting. Whether you hold your shares directly as the shareholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the Annual Meeting. You can vote by proxy using the Internet or a telephone by following the instructions provided in the notice you received.

Voting by Proxy Card or Voting Instruction Form.Form. Each shareholder, including any employee of The Hartford who owns common stock through the ISP, the Bonus Swap Plan or the ESPP, may vote by using the proxy card(s) or voting instruction form(s) provided to him or her.them. When you return a proxy card or voting instruction form that is properly completed and signed, the shares of common stock represented by that card will be voted as you specified.

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Q:
Can I vote my shares in person at the virtual Annual Meeting?

A:
If you are a shareholder of record, you     You may vote online during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/HIG2023, entering the 16-digit control number provided on your shares in person atproxy card, voting instruction form or notice, and following the Annual Meeting. If you hold your shares in “street name,” you must obtain a legal proxy from your broker, banker, trustee or nominee giving you the right to vote your shares at the Annual Meeting.

on-screen instructions.
Q:
Can my shares be voted even if I abstain or don’t vote by proxy or attend the Annual Meeting?

A:
If you cast a vote of “abstention” on a proposal, your shares cannot be voted otherwise unless you change your vote (see below). Because they are considered to be present and entitled to vote for purposes of determining voting results, abstentions will have the effect of a vote against Proposal #2, Proposal #3, and Proposal #3.#4. Note, however, that abstentions will have no effect on Proposal #1, since only votes “for” or “against” a director nominee will be considered in determining the outcome and they will have no effect on Proposal #4 because only votes of every “1 year,” “2 years” or “3 years” will be considered in determining the outcome.

Abstentions are included in the determination of shares present for quorum purposes.

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INFORMATION ABOUT THE MEETING
If you don’t vote your shares held in “street name,” your broker can vote your shares in its discretion on matters that the NYSE has ruled discretionary. The ratification of Deloitte & Touche LLP as independent registered public accounting firm is a discretionary item under the NYSE rules. If no contrary direction is given, your shares will be voted on this matter by your broker in its discretion. The NYSE deems the election of directors, the implementation of equity compensation plans and matters relating to executive compensation, and shareholder proposals opposed by management as non-discretionary matters in which brokers may not vote shares held by a beneficial owner without instructions from such beneficial owner. Accordingly, brokers will not be able to vote your shares for the election of directors or the advisory vote on compensation of our named executive officers or the advisory vote on preferred frequency for the advisory vote on named executive officers compensation, if you fail to provide specific instructions. If you do not provide instructions, a “broker non-vote” results, and the underlying shares will not be considered voting power present at the Annual Meeting. Therefore, these shares will not be counted in the vote on those matters.

If you do not vote shares for which you are the shareholder of record, your shares will not be voted.

Q:
What constitutes a quorum, and why is a quorum required?

A:
A quorum is required for our shareholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the Record Date will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and proxies submitted by brokers (even with limited voting power such as for discretionary matters only) will be considered “present” at the Annual Meeting and counted in determining whether there is a quorum present.

Q:
Can I change my vote after I have delivered my proxy?

A:
Yes. If you are a shareholder of record, you may revoke your proxy at any time before it is exercised by:
1.Entering a new vote prior to the Annual Meeting at www.proxyvote.com or via telephone;

2.Giving written notice of revocation to our Senior Vice President and Corporate Secretary;
3.Submitting a subsequently dated and properly completed proxy card; or
4.Entering a new vote during the Annual Meeting at www.virtualshareholdermeeting.com/HIG2023 (your attendance at the Annual Meeting will not by itself revoke your proxy).

1.

entering a new vote using the Internet or a telephone;

2.

giving written notice of revocation to our Corporate Secretary;

3.

submitting a subsequently dated and properly completed proxy card; or

4.

attending the Annual Meeting and revoking your proxy (your attendance at the Annual Meeting will not by itself revoke your proxy).

If you hold shares in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy in person atby voting online during the virtual Annual Meeting if you obtain a legal proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Meeting.

Q:
Where can I find voting results of the Annual Meeting?

A:
We will announce preliminary voting results at the Annual Meeting and publish the results in a Form 8-K filed with the SEC within four business days after the date of the Annual Meeting.

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Information about the Meeting

Q:
How can I submit a proposal for inclusion in the 20172024 proxy statement?

A:
We must receive proposals submitted by shareholders for inclusion in the 20172024 proxy statement relating to the 20172024 Annual Meeting no later than the close of business on December 8, 2016.2023. Any proposal received after that date will not be included in our proxy materials for 2017.2024. In addition, all proposals for inclusion in the 20172024 proxy statement must comply with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934. No proposal may be presented at the 20172024 Annual Meeting unless we receive notice of the proposal by Friday, February 17, 2017.16, 2024. Proposals should be addressed to Donald C. Hunt, Senior Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. All proposals must comply with the requirements set forth in our By-laws, a copy of which may be obtained from our Senior Vice President and Corporate Secretary or on the

Corporate Governance page of the investor relations section of our website at http://ir.thehartford.com.

Q:
How may I obtain other information about The Hartford?

A:
General information about The Hartford is available on our website at www.thehartford.com. You may view the

Corporate Governance page of the investor relations section of our website at http://ir.thehartford.com for the following information, which is also available in print without charge to any shareholder who requests it in writing:

SEC Filings

SEC Filings

➨

 • Copies of this proxy statement

 • Annual Report on Form 10-K for the fiscal year ended December 31, 2015

2022

 • Other filings we have made with the SEC

Governance Documents

Governance Documents

➨

 • Articles of Incorporation

 • By-laws

 • Corporate Governance Guidelines (including guidelines for determining director independence and qualifications)

 • Charters of the Board’s committees

 • Code of Ethics and Business Conduct

 • Code of Ethics and Business Conduct for Members of the Board of Directors

Code of Ethics and Political Compliance


2023 Proxy Statement79
INFORMATION ABOUT THE MEETING
Written requests for print copies of any of the above-listed documents should be addressed to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

In addition, you may access our Sustainability Highlight Report, which presents our sustainability goals and provides data on our sustainability practices and achievements, as well as our TCFD, SASB, and EEO-1 reports at:https://www.thehartford.com/about-us/corporate-sustainability.

For further information, you may also contact our Investor Relations Department at the following address: The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155, or call (860) 547-2537.

2016 Proxy Statement

77

80www.thehartford.com

INFORMATION ABOUT THE MEETING

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OTHER INFORMATION

As of the date of this proxy statement, the Board of Directors has no knowledge of any business that will be properly presented for consideration at the Annual Meeting other than that described above. As to other business, if any, that may properly come before the Annual Meeting, the proxies will vote in accordance with their judgment.

Present and former directors and present and former officers and other employees of the companyCompany may solicit proxies by telephone, telegram or mail, or by meetings with shareholders or their representatives. The companyCompany will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners. The companyCompany has engaged Morrow & Co.,Sodali LLC to solicit proxies for the Annual Meeting for a fee of $73,000,$13,000, plus the payment of Morrow’s out-of-pocket expenses. The companyCompany will bear all expenses relating to the solicitation of proxies.

ThisThe proxy statement, the company’s Form 10-K for the fiscal year ended December 31, 2015, and a letter to shareholders from the company’s Chairmanmaterials are available to you via the Internet. Shareholders who access the company’sCompany’s materials this way get the information they need electronically, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts. The Noticenotice of Internet availability contains instructions as to how to access and review these materials. You may also refer to the Noticenotice for instructions regarding how to request paper copies of these materials.

We hereby incorporate by reference into this proxy statement “Item 10: Directors, and Executive Officers and Corporate Governance of the Registrant”The Hartford” and “Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the company’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

2022.

By order of the Board of Directors,


Capture.jpg

Donald C. Hunt

Senior Vice President and Corporate Secretary

Dated: April 7, 2016

6, 2023

SHAREHOLDERS ARE URGED TO VOTE BY PROXY, WHETHER OR NOT THEY EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING. A SHAREHOLDER MAY REVOKE HIS OR HERTHEIR PROXY AND VOTE IN PERSON IF HE OR SHE ATTENDSAT THE VIRTUAL ANNUAL MEETING (STREET HOLDERS MUST OBTAIN A LEGAL PROXY FROM THEIR BROKER, BANKER OR TRUSTEE TO VOTE IN PERSON AT THE VIRTUAL ANNUAL MEETING).


www.thehartford.com

78

2023 Proxy Statement81


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Appendix A

APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAPNON-GAAP FINANCIAL MEASURES

The company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures assist users in analyzing the company’s operating performance. Management and the Compensation Committee also utilize theseHartford uses non-GAAP financial measures in making financial,this proxy statement to assist investors in analyzing the Company's operating and planning decisions and in evaluationperformance for the periods presented herein. Because The Hartford's calculation of performance. However, becausethese measures may differ from similar measures used by other companies, investors should be careful when comparing The Hartford's non-GAAP financial measures have inherent limitations,to those of other companies. Definitions and calculations of non-GAAP and other financial measures used in this proxy statement can be found below.

Core Earnings: The Hartford uses the non-GAAP measure core earnings as an important measure of the Company’s operating performance. The Hartford believes that core earnings provides investors with a valuable measure of the performance of the Company’s ongoing businesses because it reveals trends in our insurance and financial services businesses that may be obscured by including the net effect of certain items. Therefore, the following items are excluded from core earnings:
•Certain realized gains and losses - Generally realized gains and losses are primarily driven by investment decisions and external economic developments, the nature and timing of which are unrelated to the insurance and underwriting aspects of our business. Accordingly, core earnings excludes the effect of all realized gains and losses that tend to be highly variable from period to period based on capital market conditions. The Hartford believes, however, that some realized gains and losses are integrally related to our insurance operations, so core earnings includes net realized gains and losses such as net periodic settlements on credit derivatives. These net realized gains and losses are directly related to an offsetting item included in the income statement such as net investment income.
•Restructuring and other costs - Costs incurred as part of a restructuring plan are not requireda recurring operating expense of the business.
•Loss on extinguishment of debt - Largely consisting of make-whole payments or tender premiums upon paying debt off before maturity, these losses are not a recurring operating expense of the business.
•Gains and losses on reinsurance transactions - Gains or losses on reinsurance, such as those entered into upon sale of a business or to reinsure loss reserves, are not a recurring operating expense of the business.
•Integration and other non-recurring M&A costs – These costs, including transaction costs incurred in connection with an acquired business, are incurred over a short period of time and do not represent an ongoing operating expense of the business.
•Change in loss reserves upon acquisition of a business - These changes in loss reserves are excluded from core earnings because such changes could obscure the ability to compare results in periods after the acquisition to results of periods prior to the acquisition.
•Deferred gain resulting from retroactive reinsurance and subsequent changes in the deferred gain - Retroactive reinsurance agreements economically transfer risk to the reinsurers and excluding the deferred gain on retroactive reinsurance and related amortization of the deferred gain from core earnings provides greater insight into the economics of the business.
•Change in valuation allowance on deferred taxes related to non-core components of before tax income - These changes in valuation allowances are excluded from core earnings because they relate to non-core components of before tax income, such as tax attributes like capital loss carryforwards.
•Results of discontinued operations - These results are excluded from core earnings for businesses sold or held for sale because such results could obscure the ability to compare period over period results for our ongoing businesses.
In addition to the above components of net income available to common stockholders that are excluded from core earnings, preferred stock dividends declared, which are excluded from net income available to common stockholders, are included in the determination of core earnings. Preferred stock dividends are a cost of financing more akin to interest expense on debt and are expected to be uniformly applieda recurring expense as long as the preferred stock is outstanding.
Net income (loss) and net income (loss) available to common stockholders are the most directly comparable U.S. GAAP measures to core earnings. Core earnings should not audited, they should be viewed in additionconsidered as a substitute for net income (loss) or net income (loss) available to common stockholders and does not as an alternativereflect the overall profitability of the Company’s business. Therefore, The Hartford believes that it is useful for investors to evaluate net income (loss), net income (loss) available to common stockholders, and core earnings when reviewing the Company’s performance. Below is a reconciliation of net income (loss) available to common stockholders to core earnings for the company’s reported results preparedyears ended Dec. 31, 2022 and 2021.
82www.thehartford.com
APPENDIX A
($ in millions)Year Ended Dec. 31, 2022Year Ended Dec. 31, 2021
Net income available to common stockholders$1,794 $2,344 
Adjustments to reconcile net income available to common stockholders to core earnings:
Net realized losses (gains), excluded from core earnings, before tax626 (505)
Restructuring and other costs, before tax13 1 
Loss on extinguishment of debt, before tax9 — 
Integration and other non-recurring M&A costs before tax21 58 
Change in deferred gain on retroactive reinsurance, before tax229 246 
Income tax expense (benefit)(1)
(200)34 
Core Earnings$2,492 $2,178 
(1) Primarily represents federal income tax expense (benefit) related to before tax items not included in accordance with GAAP. For additional details regarding the reconciliation of GAAP to non-GAAP financial measures below, see the company’s Current Report on Form 8-K filed with the SEC on February 4, 2016. This information is available in the “Investors Relations” section of the company’s

core earnings.

website at http://ir.thehartford.com.


Compensation Core Earnings:As discussed under “Annual Incentive Plan (”AIP“) Awards” on page 42,43, at the beginning of each year, the Compensation Committee starts with GAAP net income and approves a definition of “Compensation Core Earnings” and “Compensation ROE,Earnings,” botha non-GAAP financial measures.measure. Compensation Core Earnings is used to set AIP award targets and threshold levels below which no AIP award is earnedearned. Below are the Compensation Committee’s 2022, 2021 and 2020 definitions of “Compensation Core Earnings” and reconciliations of core earnings to this non-GAAP financial measure.

($ in millions)Year Ended Dec. 31, 2022Year Ended Dec. 31, 2021Year Ended Dec. 31, 2020
Core Earnings as reported$2,492 $2,178 $2,086 
Adjusted for, after tax: 
Income (losses) associated with the cumulative effect of accounting changes and accounting extraordinary items— — — 
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses, that are (below) or above the annual catastrophe budget44 10 (319)
Prior accident year reserve development associated with asbestos and environmental reserves, net of reinsurance recoveries, included in core earnings— — — 
Entire amount of a (gain) or loss (or such percentage of a gain or loss as determined by the Compensation Committee) associated with any other unusual or non-recurring item, including but not limited to reserve development, litigation and regulatory settlement charges and/or prior/current year non-recurring tax benefits or charges(24)(4)18 
Total equity method earnings that are below or (above) the annual operating budget from the limited partnership that owns Talcott Resolution19 (21)
Total Hartford Funds earnings that are below or (above) the annual operating budget49 (40)3 
Compensation Core Earnings $2,561 $2,163 $1,767 




2023 Proxy Statement83
APPENDIX A
Core Earnings Margin: The Hartford uses the non-GAAP measure core earnings margin to evaluate, and believes it is an important measure of, the Group Benefits segment's operating performance. Core earnings margin is calculated by dividing core earnings by revenues, excluding buyouts and realized gains (losses). Net income margin, calculated by dividing net income by revenues, is the most directly comparable U.S. GAAP measure. The Company believes that core earnings margin provides investors with a valuable measure of the performance of Group Benefits because it reveals trends in the business that may be obscured by the effect of buyouts and realized gains (losses) as well as other items excluded in the calculation of core earnings. Core earnings margin should not be considered as a substitute for net income margin and does not reflect the overall profitability of Group Benefits. Therefore, the Company believes it is important for investors to evaluate both core earnings margin and net income margin when reviewing performance. Below is a reconciliation of net income margin to core earnings margin for the year ended Dec. 31, 2022.
Year Ended Dec. 31, 2022
Net income margin5.0%
Adjustments to reconcile net income margin to core earnings margin:
Net realized losses before tax1.8 %
Integration and other non-recurring M&A costs, before tax0.1 %
Income tax benefit(0.4)%
Core earnings margin6.5%

Core Earnings Return on Equity: The Company provides different measures of the return on stockholders' equity (ROE). Core earnings ROE is calculated based on non-GAAP financial measures. Core earnings ROE is calculated by dividing (a) the non-GAAP measure core earnings for the prior four fiscal quarters by (b) the non-GAAP measure average common stockholders' equity, excluding AOCI. Net income ROE is the most directly comparable U.S. GAAP measure. The Company excludes AOCI in the calculation of core earnings ROE to provide investors with a measure of how effectively the Company is investing the portion of the Company's net worth that is primarily attributable to the Company's business operations. The Company provides to investors return on equity measures based on its non-GAAP core earnings financial measure for the reasons set forth in the core earnings definition. A reconciliation of consolidated net income ROE to Consolidated Core earnings ROE is set forth below.
 Year
Ended
Dec. 31, 2022		Year
Ended
Dec. 31, 2021		Year
Ended
Dec. 31, 2020
Net Income available to common stockholders ROE11.6 %13.1 %10.0 %
Adjustments to reconcile net income ROE to core earnings ROE:
Net realized losses (gains), excluded from core earnings, before tax4.1 (2.8)0.1 
Restructuring and other costs, before tax0.1 — 0.6 
Loss on extinguishment of debt, before tax0.1 — — 
Integration and other non-recurring M&A costs, before tax0.1 0.3 0.3 
Change in deferred gain on retroactive reinsurance, before tax1.5 1.4 1.8 
Income tax expense (benefit) on items not included in core earnings(1.3)0.2 (0.7)
Impact of AOCI, excluded from denominator of Core Earnings ROE(1.8)0.5 0.6 
 Core earnings ROE14.4 %12.7 %12.7 %


84www.thehartford.com
APPENDIX A
Compensation Core ROE: As discussed under "Long-Term Incentive Awards" on page 46, Compensation Core ROE is used to set performance share targets.

Belowtargets and threshold levels below which there is no payout. The adjustments described in the left hand column of the table below constitute the Compensation Committee’s 2015 definition of “Compensation Core Earnings” and a reconciliation of this non-GAAP financial measure to 2015 GAAP Net Income.

2015 COMPENSATION CORE EARNINGS

    

 

($ in millions)

2015 GAAP Net Income

$

1,682

 

Less adjustments: 

 

 

 

Net realized capital gains (losses), after-tax and deferred acquisition costs (“DAC”), except for those net realized capital gains (losses) resulting from net periodic settlements on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (which are net realized capital gains (losses) directly related to offsetting items included in the income statement, such as net investment income) 

 

(114

)

The impact of the unlock of estimated gross profits (“DAC Unlock”), after-tax 

 

52

 

Restructuring costs, after-tax 

 

(13

)

Income tax benefit from reduction in valuation allowance

 

94

 

Income (losses) associated with discontinued operations, after-tax 

 

9

 

Loss on extinguishment of debt, after-tax 

 

(14

)

Reinsurance gains (losses) on dispositions, after-tax 

 

18

 

=Core Earnings(1)  

$

1,650

 

Adjusted for after-tax: 

 

 

 

Income (losses) associated with the cumulative effect of accounting changes, and accounting extraordinary items 

 

--

 

Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses, that are (below) or above the 2015 catastrophe budget 

 

(90

)

Entire amount of a (gain) or loss (or such percentage of a gain or loss as determined by the Compensation Committee) associated with any other unusual or non-recurring item, including but not limited to reserve development, significant policyholder behavior changes or transactions in Talcott Resolution, litigation and regulatory settlement charges and prior year non-recurring tax benefits or charges

 

85

 

=Compensation Core Earnings 

$

1,645

 

(1)

As reported in the company’s Investor Financial Supplement for the year ended December 31, 2015 furnished to the SEC.   

2016 Proxy Statement

79

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Below is the Compensation Committee’s 20152022 definition of “Compensation Core ROE.” A reconciliation of this non-GAAP financial measureGAAP net income to GAAP Net IncomeCompensation Core ROE for the 2022 performance share awards will not be available until the end of the performance period in 2017.

2024. Reconciliations for each year covered by the 2020 performance share awards are provided in the table below, with any variations from the 2022 performance share award definition explained in the notes below the table. Beginning with the 2020 performance share awards, the difference between actual and budgeted core earnings for the Hartford Funds segment is included as a reconciling item between core earnings as reported and core earnings as adjusted since the variation to budget in Hartford Funds is largely driven by market factors outside the Company’s control.

COMPENSATION CORE ROE

Year Ended Dec. 31, 2022Year Ended Dec. 31, 2021Year Ended Dec. 31, 2020
Net income available to common shareholders$1,794$2,344$1,716
Adjustments to reconcile net income available to common stockholders to core earnings:
Net realized losses (gains) excluded from core earnings, before tax626 (505)18 
Restructuring and other costs, before tax13 1 104 
Loss on extinguishment of debt, before tax9 — — 
Integration and other non-recurring M&A costs, before tax21 58 51 
Change in deferred gain on retroactive reinsurance, before tax229 246 312 
Income tax expense (benefit)(200)34 (115)
Loss (income) from discontinued operations, after tax— — — 
Core Earnings as reported2,492 2,178 2,086 
Adjusted for after tax: 
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses that are (below) or above the catastrophe budget.(1)
60 25 (320)
Total equity method earnings from the limited partnership that owns Talcott Resolution that are below (above) the annual operating budget as set for each year in January 202013 21 (21)
Total Hartford Funds earnings that are below or (above) the annual operating budget as set for each year in January 20206 (40)3 
Core Earnings  as adjusted2,571 2,184 1,748 
Prior year ending common stockholders' equity, excluding accumulated other comprehensive income (AOCI)17,337 17,052 15,884 
Current year ending common stockholders' equity, excluding AOCI17,173 17,337 17,052 
Average common stockholders' equity, excluding AOCI17,255 17,194 16,468 
Compensation Core ROE14.9 %12.7 %10.6 %
Average of 2020, 2021 and 2022 Compensation Core ROE = 12.7%
(1)The catastrophe budget for each year will be based on the multi-year outlook finalized in the first quarter of the year of grant.  The catastrophe budget will be adjusted only for changes in exposures between what is assumed in the multi-year outlook versus exposures as the book is actually constituted in each respective year.


GAAP Net Income

Less adjustments: 

Net realized capital gains (losses), after-tax and deferred acquisition costs (“DAC”), except for those net realized capital gains (losses) resulting from net periodic settlements on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (which are net realized capital gains (losses) directly related to offsetting items included in the income statement, such as net investment income) 

The impact of the unlock of estimated gross profits (“DAC Unlock”), after-tax 

Restructuring costs, after-tax 

Income tax benefit from reduction in valuation allowance

Income (losses) associated with discontinued operations, after-tax 

Loss on extinguishment of debt, after-tax 

Reinsurance gains (losses) on dispositions, after-tax 

=Core Earnings 

Adjusted for after-tax: 

Income (losses) associated with the cumulative effect of accounting changes and accounting extraordinary items 

Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses that are (below) or above each respective year’s catastrophe budget. (For this purpose, the catastrophe budget for each year will initially be based on the multi-year outlook prepared as of February, 2015. The catastrophe budget will be adjusted only for changes in exposures between what is assumed in the multi-year outlook versus exposures as the book is actually constituted in each respective year; and for tornado/hail catastrophes per exposure using the 7-year average of prior actual experience for 2015, 8-year average for 2016 and 9-year average for 2017.)

Prior accident year reserve development associated with asbestos and environmental reserves 

Entire amount of a (gain) loss associated with litigation and regulatory settlement charges and/or with prior/current year non-recurring tax benefits or charges. 

=Compensation Core Earnings 

The average of, for each of the respective 2015, 2016, and 2017 years, “Compensation Core Earnings” as defined above, divided by the 12 month average equity, excluding accumulated other comprehensive income, for the applicable year

=Compensation Core ROE 

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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 17, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 17, 2016. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.









TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E06600-P73626-Z67212KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
The Board of Directors recommends you vote "FOR" all nominees for election as directors:2023 Proxy Statement85
APPENDIX A
Underlying Combined Ratio: This non-GAAP financial measure of underwriting results represents the combined ratio before catastrophes, prior accident year development and current accident year change in loss reserves upon acquisition of a business. Combined ratio is the most directly comparable GAAP measure. The Company believes this ratio is an important measure of the trend in profitability since it removes the impact of volatile and unpredictable catastrophe losses and prior accident year loss and loss adjustment expense reserve development. The changes to loss reserves upon acquisition of a business are excluded from underlying combined ratio because such changes could obscure the ability to compare results in periods after the acquisition to results of periods prior to the acquisition as such trends are valuable to our investors' ability to assess the Company's financial performance. Below is a reconciliation of combined ratio to the underlying combined ratio for individual reporting segments for the year-ended December 31, 2022.
Commercial LinesPersonal Lines
Combined Ratio90.2100.3
Impact of current accident year catastrophes and PYD on combined ratio(2.0)(6.7)
 Underlying Combined Ratio88.3 93.7 


Core earnings per diluted share: This non-GAAP per share measure is calculated using the non-GAAP financial measure core earnings rather than the GAAP measure net income. The Company believes that core earnings per diluted share provides investors with a valuable measure of the Company's operating performance for the same reasons applicable to its underlying measure, core earnings. Net income (loss) available to common stockholders per diluted common share is the most directly comparable GAAP measure. Core earnings per diluted share should not be considered as a substitute for net income (loss) available to common stockholders per diluted common share and does not reflect the overall profitability of the Company's business. Therefore, the Company believes that it is useful for investors to evaluate net income (loss) available to common stockholders per diluted common share and core earnings per diluted share when reviewing the Company's performance. Below is a reconciliation of net income available to common stockholders per diluted share to core earnings per diluted share for the year-ended December 31, 2022.
1. Election of Directors    For    AgainstAbstain
1a.Robert B. Allardice, III☐☐☐
Year Ended
1b.Trevor Fetter☐☐☐Dec. 31, 2022
Net Income available to common stockholders per diluted share$5.44
Adjustments made to reconcile net income available to common stockholders per diluted share to core earnings per diluted share:1c.Kathryn A. Mikells☐☐☐
Net realized losses (gains), excluded from core earnings, before tax1.90 
Restructuring and other costs, before tax1d.0.04 Michael G. Morris☐☐☐
Loss on extinguishment of debt, before tax0.03 
Integration and other non-recurring M&A costs, before tax1e.0.06 Thomas A. Renyi☐☐☐
Change in deferred gain on retroactive reinsurance, before tax0.69 
Income tax expense (benefit) on items excluded from core earnings1f.(0.60)Julie G. Richardson☐☐☐
Core earnings per diluted share1g.$7.56Teresa W. Roseborough☐☐☐
1h.Virginia P. Ruesterholz☐☐☐
1i.Charles B. Strauss☐☐☐
1j.Christopher J. Swift☐☐☐
1k.H. Patrick Swygert☐☐☐
86
The Board of Directors recommends you vote "FOR"  proposals 2 and 3.ForAgainstAbstain
2.Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016☐☐☐
3.Management proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement☐☐☐
The Board of Directors recommends a vote for "1 YEAR" on proposal 4.1 Year2 Years3 YearsAbstain
4.

Management proposal to select, on a non-binding, advisory basis, the preferred frequency for the advisory vote on named executive officer compensation

☐☐☐☐
NOTE: Such other business as may properly come before the
meeting or any adjournment thereof.
For address changes and/or comments, mark here.
(see reverse for instructions)		☐



Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date



The Hartford Financial Services Group, Inc.
2016 Annual Meeting of Shareholders

May 18, 2016 at 12:30 P.M.

The Hartford Financial Services Group, Inc.
Wallace Stevens Theater
One Hartford Plaza
Hartford, CT 06155


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Proxy Statement, Form 10-K and Chairman's Letter are available atwww.proxyvote.com.



E06601-P73626-Z67212

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Annual Meeting of Shareholders
May 18, 2016 12:30 P.M.

This proxy is solicited by the Board of Directors

The undersigned hereby appoints David C. Robinson, Executive Vice President and General Counsel, and Donald C. Hunt, Vice President and Corporate Secretary, and each of them, as proxies of the undersigned, each with power to appoint his or her substitute, and hereby authorizes each or any of them to vote, as designated on the reverse side of this proxy, all shares of common stock of The Hartford Financial Services Group, Inc. (the "Company") held of record, and all shares held in the Company's Dividend Reinvestment and Cash Payment Plan, the Hartford Investment and Savings Plan ("ISP") and the Hartford Deferred Restricted Stock Unit Plan ("Stock Unit Plan"), which the undersigned is entitled to vote if personally present at theAnnual Meeting of Shareholders of the Company to be held at 12:30 P.M. E.D.T. on May 18, 2016, at the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, CT 06155, and at any adjournments or postponements thereof, and confers discretionary authority upon each such proxy to vote upon any other matter properly brought before the meeting.

If you own additional shares of common stock in a "street name" capacity (i.e. through a broker, nominee or some other agency that holds common stock for your account), including shares held in the Company's Employee Stock Purchase Plan, those shares are represented by a separate proxy provided by your broker or other nominee.

Shares of common stock for the accounts of Company employees who participate in the ISP and the Stock Unit Plan are held of record and are voted by the respective trustees of these plans. This card provides instructions to plan trustees for voting plan shares. To allow sufficient time for the trustees to tabulate the vote of plan shares, you must vote by telephone or online or return this proxy so that it is received by 5:00 p.m. E.D.T. on May 16, 2016.

Please specify your choices by marking the appropriate boxes on the reverse side of this Proxy. The shares represented by this Proxy will be voted as you designate on the reverse side.IF NO DESIGNATION IS MADE, THE SHARES WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS: "FOR" THE ELECTION OF DIRECTOR NOMINEES NAMED IN ITEM 1, "FOR" ITEMS 2 AND 3 AND FOR "1 YEAR" ON ITEM 4. Please sign, date, and return this Proxy, or vote by telephone or through the Internet.

Address change/comments:
www.thehartford.com
(If you noted any Address Changes and/or Comments above, please mark the corresponding box on the reverse side.)

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Continued and to be signed on reverse side





*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 18, 2016.

THE HARTFORD FINANCIAL SVCS GROUP, INC#69692) - CC_2.jpg

THE HARTFORD FINANCIAL SERVICES GROUP, INC.




THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155

Meeting Information
Meeting Type:Annual Meeting
For holders as of:March 21, 2016
Date:   May 18, 2016   Time:12:30 PM EDT
Location:   The Hartford Financial Services Group, Inc.
Wallace Stevens Theater
One Hartford Plaza
Hartford, CT 06155

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.







—Before You Vote—

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Proxy Statement          2. Form 10-K          3. Chairman's Letter
How to View Online:
Have the information that is printed in the box marked by the arrow➔ XXXX XXXX XXXX XXXX (located on the following page) and visit:www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)BY INTERNET:        www.proxyvote.com
2)BY TELEPHONE:    1-800-579-1639
3)BY E-MAIL*:            sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow➔ XXXX XXXX XXXX XXXX  (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make requests for paper or e-mail copies using any of the methods above on or before May 4, 2016 to facilitate timely delivery.


—How To Vote—
Please Choose One of the Following Voting Methods
Vote In Person:Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:  To vote now by Internet, go towww.proxyvote.com. Have the information that is printed in the box marked by the arrow➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.































Voting Items

The Board of Directors recommends you vote
FOR all nominees for election as directors:

1.       

Election of Directors

1a.       Robert B. Allardice, III
1b.Trevor Fetter
1c.Kathryn A. Mikells
1d.Michael G. Morris
1e.Thomas A. Renyi
1f.Julie G. Richardson
1g.Teresa W. Roseborough
1h.Virginia P. Ruesterholz
1i.Charles B. Strauss
1j.Christopher J. Swift
1k.H. Patrick Swygert

The Board of Directors recommends you vote FOR proposals 2 and 3.


2.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016
3.Management proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement

The Board of Directors recommends a vote for "1 YEAR" on proposal 4.


4.       Management proposal to select, on a non-binding, advisory basis, the preferred frequency for the advisory vote on named executive officer compensation

NOTE:Such other business as may properly come before the meeting or any adjournment thereof.