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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[   ]
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by Rule 14a-6(e)(2))
  
[X]Definitive Proxy Statement 
[   ]Definitive Additional Materials 
 The Hartford Financial Services Group, Inc. 
 
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NOTICE OF 20182021 ANNUAL MEETING
OF SHAREHOLDERS
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Date and Time
Wednesday, May 16, 2018
19, 2021
12:30 p.m. EDT
Location
One Hartford Plaza
Hartford, CT 06155
On behalf of the Board of Directors, I am pleased to invite you to attend the

Access*
Our Annual Meeting of Shareholders of The Hartford Financial Services Group, Inc. tocan be held in the Wallace Stevens Theater at our Home Office at 12:30 p.m. EDT.
accessed virtually at: www.virtualshareholdermeeting.com/HIG2021

Voting Items
Shareholders will vote onof the following items of business:
VOTING
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By internet
www.proxyvote.com
1.
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By toll-free telephone
1-800-690-6903
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By mail
Follow the instructions on your proxy card
Board
Recommendation
Page Reference
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At the Annual Meeting
Follow the instructions on the virtual meeting site
1. Elect a Board of Directors for the coming year;
FOR13
2.
2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2021;
FOR33
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 22, 2021, 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.
Consider and approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement; andFOR35
4.
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 19, 2018. 22, 2021.
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 6672 under “How do I vote my shares?”
We urge you to review the proxy statement carefully and exercise your right to vote.
Dated: April 5, 2018
March 29, 2021
By order of the Board of Directors
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Donald C. Hunt
Vice President and Corporate Secretary
VOTINGCorporate Secretary
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By internet
www.proxyvote.com
By toll-free telephone
1-800-690-6903
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personvotingpage.jpg
By mail
Follow instructions on your proxy card
* In person
Atlight of the ongoing COVID-19 pandemic, to support the health and well-being of our shareholders, employees, partners and communities, the Annual Meeting
will be held in a virtual meeting format via audio webcast only, and will not be held at a physical location.
IMPORTANT INFORMATION IF YOU PLAN TOATTEND THE MEETING IN PERSON:
Please remember**References in this proxy statement to bring your ticketour website address are provided only as a convenience and government issued ID! Shareholders can obtaindo not constitute, and should not be viewed as, an admission ticket and directions to the meetingincorporation by contacting our Investor Relations Department:
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 asreference of the record dateinformation contained on, or available through, the website. Therefore, such information should not be considered part of March 19, 2018.
You can also join our meeting webcast at http://ir.thehartford.com.
this this proxy statement.


2018 Proxy Statement1

LETTER FROM OUR CHAIRMAN & CEO
Dear Fellow Shareholders:
2017 was an outstanding year for The Hartford, as we delivered strong results and expanded our leading positions in property and casualty insurance, group benefits and mutual funds. The acquisition of Aetna’s U.S. group life and disability business topped the year’s list of significant accomplishments. This deal made The Hartford both the second largest group life and disability carrier, and the second largest workers’ compensation carrier in the U.S. Our data, analytics and expertise are now unmatched in the industry. Meanwhile, despite a competitive market and historically high catastrophe losses, Commercial Lines margins were strong, personal auto profitability greatly improved, and Group Benefits and Mutual Funds results were excellent. Our financial flexibility will improve following the close of the Talcott Resolution sale and we continue to invest in broader offerings and becoming a more efficient, customer-focused company.
Turning to 2018, an improving economy should support opportunities for profitable growth. Stronger employment trends and U.S. GDP growth are a positive for each of our businesses and the insurance industry overall. Higher interest rates should also benefit our investment results, providing an opportunity to invest at more attractive returns. The passage of tax reform and the rollback of regulations are clear pro-growth messages, as U.S. corporations respond to the biggest tax cut in the last 30 years. We intend to use a portion of the additional cash flow expected from tax reform to fast track our existing technology initiatives.
Consistent with our strategy, everything we do centers around the customer. We see new opportunities to create meaningful differentiation in customer value, risk selection, operating efficiencies and pricing. Our data and technology investments help us better serve our customers when they need us most. We use geocoding to plot policyholder locations in relation to impending natural disasters, analyze flood and elevation data, and model probable claims to pre-position staff on the ground to respond. In workers’ compensation, our claims department uses data, analytics and education to identify addiction risks and recommend alternative pain management treatments. Initiatives like these deliver value for customers and shareholders while contributing to the well-being of our society.
We know that as an employer, neighbor and steward of the environment, doing business extends beyond our product and service quality. That’s why we are proud to be recognized by the Ethisphere Institute, Bloomberg Financial Services Gender Equality Index, Dow Jones Sustainability Index, and the Human Rights Campaign Corporate Equality Index, among others. We are also grateful to our employees who give their time, talent and generosity as community volunteers to help us achieve our five-year goal of making a positive impact in the lives of 7 million people by the end of 2020.
I am pleased with our business’ performance, how we served customers during a historic natural catastrophe year, the strength of our balance sheet and investment results, and our employees’ talent and character. We are well positioned to advance our strategy, and create long-term value for our shareholders, customers, employees and distribution partners.
2021 Proxy Statement
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"Consistent with our strategy, everything we do centers around the customer. We see new opportunities to create meaningful differentiation in customer value, risk selection, operating efficiencies and pricing."

Sincerely,
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Christopher J. Swift
Chairman and Chief Executive Officer1

LETTER FROM OUR CHAIRMAN & CEO AND LEAD DIRECTOR


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Dear fellow shareholders:

The year 2020, and all it brought, will not soon be forgotten. In last year’s letter to shareholders, we reported that the company was in the midst of transitioning our workforce to nearly all-remote status because of the global pandemic. That unusual work environment persists, with the health, safety and well-being of employees remaining paramount. At the same time, our dedication to The Hartford’s core purpose – underwriting human achievement – has remained steadfast through the personal toll of hardship and loss, market uncertainty, and the detours from normal life and work we have experienced during the last 12 months. Most of all, the past year proved that, together, the team at The Hartford can overcome some of the greatest challenges we have seen in 100 years. And working in our respective communities, across the United States and around the globe, we can positively impact all our stakeholders.
The Hartford’s business fundamentals withstood the disruption of 2020 as we pursued our objective of creating long-term shareholder value. The pillars of our business remain solid and our balance sheet is strong. The Small Commercial segment is more robust than ever, with our next-generation Spectrum product leading the way. The Navigators acquisition has proven ideally timed to allow Middle & Large Commercial and Global Specialty to unlock synergies; those lines are emerging from re-underwriting their books of business, and pivoting to growth and margin expansion in an exceptional pricing environment. Group Benefits, with integration work from the Aetna acquisition now complete, is also well positioned to sustain its performance post-pandemic and succeed in the marketplace. Plans to implement new products and technology in Personal Lines also continue apace. Our Hartford Next transformation initiative is expected to provide $500 million in expense savings across the enterprise by the end of 2022. In light of overall economic uncertainty going into the pandemic, we prudently decided to suspend share repurchase activity in favor of added liquidity and capital accumulation. Now that the economic landscape is stabilizing, we are acting to return capital to our shareholders, marked by the Board’s authorization of a $1.5 billion share repurchase program in December and an 8% increase in our common stock dividend in February. In sum, we believe The Hartford is poised to emerge from 2020 stronger than ever.
But the past year was not only about the business. In particular, the racial reckoning of 2020 deepened our dedication to the American promise of equity. We have redoubled our existing internal commitment to racial equity with concrete steps and transparent goals. For starters, today we disclosed EEO-1 data, reflecting the diversity of our workforce, and will set benchmarks for diverse representation across our senior leadership ranks. Through our Compensation and Management Development Committee, we have built diversity criteria into our long-term incentive metrics going forward. We intend to lead through action on this vital front, internally and in the industry.
The Hartford’s environmental sustainability mission also continued in 2020, with the Board’s guidance and oversight. Our TCFD report articulates our public commitment to manage and mitigate the impacts of climate change. Additionally, we intend to publish our first SASB report later this year. Our environmental goals are clear and we are on track to meet them. Across the company, we are working to address the risks and opportunities presented by climate change in our risk management programs, strategic business decisions and investment portfolio allocations. And, we have committed to enterprise benchmarks on reductions in greenhouse gas emissions, water and energy use, and increased deployment of electric vehicles.
Our efforts across these and other critical issues continue to gain notice in the industry and beyond. In 2020, The Hartford was recognized as the highest-ranked insurance company on Forbes’ list of Most “Just” Companies. We also received a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index, we were named to Bloomberg’s Gender Equality Index, and Forbes designated our company as one of America’s Best Employers for Diversity. Additionally, The Military Times named us a Military Friendly Employer. We are honored by the recognition of our core values, and inspired to do more.
The Hartford’s deep, experienced, and active Board met the unforeseen challenges of 2020 with enhanced engagement. As Chair and Lead Director, our direct collaboration was closer than ever. The Hartford’s leadership team provided weekly Board updates addressing the market, regulatory, underwriting and operational impacts of COVID-19 on our business through the first wave of the pandemic, and the Board increased its regular meeting cadence in that same time period to stay current. The Board’s committees also focused on the challenges at hand. Our Finance, Investment and Risk Management Committee intently focused on the pandemic’s potential consequences for the company’s risk profile, as well as the impact of ongoing market volatility on our investments. Similarly, the Audit Committee continued to monitor the pandemic’s operational and financial impacts. Meanwhile, the Nominating and Corporate Governance Committee’s ongoing work to optimize Board composition – by maximizing business
2www.thehartford.com


leadership and corporate governance experience, substantive insurance and audit expertise, and ensuring diverse perspectives and views – resulted in Donna James’ recent election to the Board. We are confident her addition will strengthen us further.
LETTER FROM OUR LEAD DIRECTORFinally, The Hartford expanded its shareholder outreach program to foster deeper dialogue on sustainability, compensation, and governance innovations and issues. In a year as volatile as 2020, the program proved especially crucial to understanding shareholder priorities, and key takeaways are reflected in the enhanced disclosures in this proxy statement. We continue to depend on and value this annual touchpoint with shareholders, which informs our priorities as a Board. Due to ongoing public health risks, The Hartford will again conduct our annual meeting virtually, offering the same transparency and participatory access for shareholders that was provided for the 2020 virtual meeting.
Acting together, The Hartford’s senior leadership and Board met the challenges of 2020, with employees delivering on our purpose and inspiring us at every turn. Throughout the past year, we all have stayed true to our objective of keeping The Hartford’s engine running at full strength – relying on hard work, strong ethics and effective governance to inform our actions. We thank you for your ongoing support of The Hartford in this endeavor.
Sincerely,
Dear fellow shareholders:
As my first year as Lead Director draws to a close, I would like to share my reflections on how the Board worked together to provide independent oversight and represent shareholder interests in 2017.
Throughout the year, the Board remained highly engaged in the company's strategy for creating long-term shareholder value by profitably writing business while expanding the range of insurance products and services offered to customers; investing in systems, data and analytical tools and other capabilities to make The Hartford an easier company to do business with; and attracting, retaining and developing top talent. In addition to overseeing the acquisition of Aetna’s U.S. group life and disability business and the sale of Talcott Resolution, the Board devoted significant time and discussion to the company’s long-term plans for driving future profitable growth, allocating time at each board meeting to discuss strategy at the business line and enterprise level. In these sessions, the board discussed advancing existing strategic priorities and investments not only within the framework of the company’s traditional operating plan cycle, but also over a longer period of time. In July, discussions focused on the strategic implications of market outlooks, demographic shifts and industry trends using the year 2025 as a target time horizon to free our thinking from the constraints of the three year planning period, but not so far off as to lack relevance. The Board also devoted substantial time in 2017 to risk management, with a particular focus on cybersecurity and insurance risk.
As it discharged these duties, the Board itself underwent fundamental and positive changes to continue our leadership position in corporate governance. In his letter to shareholders last year, my predecessor Tom Renyi described how the Board launched a succession planning process in October 2016 in light of the upcoming retirements of Pat Swygert and Charles Strauss. As a result of that process, which is described in this proxy statement, we were pleased to add to the Board Stephen McGill and Greig Woodring, who bring invaluable insurance industry experience and insights, and Carlos Dominguez, who has a long track record of helping companies develop customer-centric digital strategies to take advantage of disruptive trends. We believe we have the right mix of skills and expertise necessary to support the company’s strategy, however we remain committed to refreshment and, to that end, adopted a 15 year term limit in 2017. We believe this will provide greater transparency and discipline to our refreshment process, improve succession planning, and support Board independence.
The company also undertook an initiative to elevate sustainability issues to the full Board, recognizing that not only is it an area of increasing interest to shareholders, but that it makes good business sense. The Hartford has a long history of involvement on environmental, social and governance (ESG) issues. Most recently, its commitment has emphasized four key areas: communities and giving, diversity and inclusion, ethics and governance, and environmental stewardship. The company has established forward-looking goals for each of these areas, and has reported its progress to the Nominating and Corporate Governance Committee annually.
In an effort to view ESG topics more holistically, and to better coordinate efforts across the company, in 2017 the company formed a Sustainability Governance Committee comprised of senior management to set and help drive execution of the company's sustainability strategy, with reports to the full Board at least annually. The first such report was a deep dive on climate change and severe weather delivered in February 2018, which, among other things, looked at (1) how the company helps its customers reduce their environmental impact through its products, services and investments; (2) how the company's Enterprise Risk Management function monitors and considers the risks associated with climate change and severe weather; and (3) how the company is reducing its own environmental impact. We believe this new governance framework builds on our early successes, will help drive the coordination of the company’s sustainability efforts and will enable the full Board to oversee ESG risks and opportunities that contribute to the long-term sustainability of the company. In the end, the Board understands that long-term sustainability requires the delivery of value to shareholders, employees, customers, and society at large.
As Lead Director, I am proud to work closely with the Chairman and CEO and my fellow independent directors to ensure that The Hartford is a well-governed, shareholder-focused company. Thank you for your continued support.

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 "In the end, the Board understands that long-term sustainability requires the delivery of value to shareholders, employees, customers, and society at large."
Sincerely,
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Christopher J. SwiftTrevor Fetter
Chairman and Chief Executive OfficerLead Director

20182021 Proxy Statement3


TABLE OF CONTENTS
PROXY SUMMARY
5
BOARD AND GOVERNANCE MATTERS
1013
ITEMItem 1: ELECTION OF DIRECTORSElection of Directors
1013
GOVERNANCE PRACTICES AND FRAMEWORKGovernance Practices and Framework
1013
COMMITTEES OF THE BOARDBoard Composition and Refreshment
1316
THE BOARD’S ROLE AND RESPONSIBILITIESCommittees of the Board
1518
SELECTION OF NOMINEES FOR ELECTION TO THE BOARDThe Board's Role and Responsibilities
1820
DIRECTOR COMPENSATIONDirector Compensation
2123
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCertain Relationships and Related Party Transactions
2425
COMMUNICATING WITH THE BOARDCommunicating with the Board
2425
DIRECTOR NOMINEESDirector Nominees
2526
AUDIT MATTERS
3233
ITEMItem 2: RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRMRatification of Independent Registered Public Accounting Firm
3233
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFees of the Independent Registered Public Accounting Firm
3233
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURESAudit Committee Pre-Approval Policies and Procedures
3334
REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee
3334
COMPENSATION MATTERS
3435
ITEMItem 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATIONAdvisory Vote to Approve Executive Compensation
3435
COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis
3536
EXECUTIVE SUMMARYExecutive Summary
3536
COMPONENTS OF COMPENSATION PROGRAMComponents of the Compensation Program
3942
PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDINGProcess for Determining Senior Executive Compensation (Including NEOs)
4251
PAY FOR PERFORMANCEPay for Performance
4451
COMPENSATION POLICIES AND PRACTICESCompensation Policies and Practices
4753
EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGNEffect of Tax and Accounting Considerations on Compensation Design
4854
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation and Management Development Committee Interlocks and Insider Participation
4954
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEEReport of the Compensation and Management Development Committee
4954
EXECUTIVE COMPENSATION TABLESExecutive Compensation Tables
5055
CEO PAY RATIOPay Ratio
6267
INFORMATION ON STOCK OWNERSHIP
6369
DIRECTORS AND EXECUTIVE OFFICERSDirectors and Executive Officers
6369
CERTAIN SHAREHOLDERSCertain Shareholders
6470
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
64
INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS
6571
HOUSEHOLDING OF PROXY MATERIALSHouseholding of Proxy Materials
6571
FREQUENTLY ASKED QUESTIONSFrequently Asked Questions
6571
OTHER INFORMATIONOther Information
6974
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
7075


4www.thehartford.com

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
NAVIGATING THE CHALLENGES AND OPPORTUNITIES OF 2020
The COVID-19 pandemic and the increased focus on racial inequity in the U.S. greatly affected our employees, customers, communities and shareholders. In the face of these challenges, the company took the following actions to support all of our stakeholders:
Ensuring Business Resiliency and Employee Health, Safety & Well-being
•Previous technology investments enabled approximately 95% of in-office staff to immediately go remote
•Provided additional benefits and support services to employees (e.g., free COVID testing, telehealth visits, weekly self-care guidance and remote work transition support)
•Implemented appropriate safety measures (e.g., masks, distancing protocols, contact tracing and enhanced cleaning)
•Increased focus on mental health
Offering Customer Support
•Instituted a moratorium on cancellation of policies for non-payment of premium through May 31, 2020 and waived late fees
•Provided billing accommodations, including offering installment payment plans and deferred installment billing
•Facilitated mid-term endorsements to commercial policies to adjust for changes in risk, reflecting reductions in payroll, revenue, sales and miles driven
•Provided personal auto insurance customers a 15% refund on April, May and June premiums
•Provided leniency in enforcement of certain policy provisions (e.g., claim notice requirements and vacancy provisions)
Giving to Communities
•Donated $1 million to national and local organizations focused on the pandemic
•Donated $1.5 million to aid in the recovery efforts to support U.S. small businesses – 50% of funding benefited diverse-owned businesses
•Matched hospitals across the country with local restaurants to sponsor meals for their front-line workers
•Supported more than 2,500 of our small business customers across the country by making multiple holiday shopping guides and an internal shopping directory available to our 18,500 employees
•Live-streamed fire safety and prevention education to more than 51,000 students, educators and parents in 750 cities and towns across the country as part of The Hartford’s first-ever National Junior Fire Marshal Day
•Provided adaptive fitness kits to 750 individualswith physical disabilities to enable exercise and physical activity at home
Reinforcing our Support for Racial Equity
•Utilized established courageous conversation framework and brand messaging to show support for our Black colleagues, educate all employees, and demonstrate our commitment to fighting bias and racism
•Reaffirmed our ongoing support of vital Black institutions including the National Museum of African American History and Culture
•Intensified CEO leadership internally through all-employee panel discussions and externally through the CEO Action for Diversity & Inclusion, the CEO Action for Racial Equity, and the Corporate Call to Action convened by the Connecticut State Treasurer
•Fast tracked elements of our diversity and inclusion strategy, including adopting diversity and inclusion goals for each business and functional area, with progress considered as part of the leadership performance and compensation assessment processes
•Released EEO-1 data at the end of the first quarter of 2021

ITEM 1
2021 Proxy Statement5
PROXY SUMMARY
BOARD AND GOVERNANCE HIGHLIGHTS
ITEM 1
ELECTION OF DIRECTORS
þ The Board recommends a vote FOR each directornominee
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
Director Nominee
Age(1)
Director sincePresent or Most Recent ExperienceIndependent
Current
Committees(2)
Other Current
Public Company Boards
Yes No
Robert B. Allardice III712008Former regional CEO, Deutsche Bank Americas✓  
• Audit
• FIRMCo*
• Ellington Residential Mortgage REIT
• GasLog Partners
Carlos Dominguez592018President and COO, Sprinklr✓  
• FIRMCo
• NCG
• Medidata Solutions
Trevor Fetter(3)
582007Former Chairman, President and CEO, Tenet Healthcare✓  
• Comp
• FIRMCo
 
Stephen P. McGill602017
Retired Group President, Aon Plc, Retired Chairman and CEO, Aon Risk Solutions and Aon Benfield

✓  
• Comp
• FIRMCo
 
Kathryn A. Mikells522010CFO, Diageo plc✓  
• Audit
• FIRMCo
• Diageo plc
Michael G. Morris712004Former Chairman, President and CEO, American Electric Power Company✓  
• Audit
• FIRMCo
• NCG
• Alcoa
• L Brands
• Spectra Energy Partners
Thomas A. Renyi722010Former 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. Richardson542014Former Partner, Providence Equity Partners✓  
• Audit*
• FIRMCo
• UBS
• VEREIT
• Yext

Teresa W. Roseborough592015Executive Vice President, General Counsel and Corporate Secretary, The Home Depot✓  
• Comp
• FIRMCo
• NCG
 
Virginia P. Ruesterholz562013Former Executive Vice President, Verizon Communications✓  
• Comp*
• FIRMCo
• NCG
• Bed Bath & Beyond
• Frontier Communications
Christopher J. Swift572014Chairman and CEO, The Hartford  û
• FIRMCo
 
Greig Woodring662017
Retired President and CEO, Reinsurance Group of America

✓  
• Audit
• FIRMCo
 
*Denotes committee chairDirector Nominee, Current Age
and Present or Most Recent Experience		IndependentDirector since
Current
Committees(1)
Other Current
Public Company Boards
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Robert B. Allardice III, 74
Former regional CEO,
Deutsche Bank Americas
✓2008
• Audit
• FIRMCo*
• EllingtonResidentialMortgage REIT
deshon1.jpg
Larry D. De Shon, 61
Former President, CEO and COO,
Avis Budget Group
✓2020
• Audit
• FIRMCo
• NCG
(1)
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As of April 5,
Carlos Dominguez, 62
Vice Chairman and Lead Evangelist,
Sprinklr
✓2018
• Comp
• FIRMCo
• NCG
• PROS Holdings
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Trevor Fetter,(2) 61
Senior Lecturer,
Harvard Business School
✓2007
• Comp
• FIRMCo
(2)
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Full committee names are as follows: Audit – Audit Committee; Comp – Compensation
Donna James, 63
President and Management Development Committee; CEO,
Lardon & Associates
✓2021
• FIRMCo – Finance, Investment
• Boston Scientific
• L Brands
image491.jpg
Kathryn A. Mikells, 55
Chief Financial Officer
Diageo plc
✓2010
• Audit*
• FIRMCo
• Diageo plc
image501.jpg
Michael G. Morris, 74
Former Chairman, President and Risk Management Committee; NCG – NominatingCEO,
American Electric Power Company
✓2004
• Audit
• FIRMCo
• NCG*
• Alcoa
• L Brands
roseboruough1.jpg
Teresa W. Roseborough, 62
Executive Vice President, General Counsel and Corporate Governance CommitteeSecretary, The Home Depot
✓2015
• Comp
• FIRMCo
• NCG
(3)
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Mr. Fetter serves as the Lead Director. For more details on the Lead Director’s role, see page 11
Virginia P. Ruesterholz, 59
Former Executive Vice President,
Verizon Communications
✓
2013
Board Tenure and Diversity
• Comp*
• FIRMCo
• NCG
• Bed Bath & Beyond
directrgenderdiversityp5a02.jpgswift1.jpg
Christopher J. Swift, 60
Chairman and CEO,
The Hartford
2014
• FIRMCo
 •Citizens Financial Group
image541.jpg
Matthew E. Winter, 64
Former President,
The Allstate Corporation
✓2020
• FIRMCo
• Comp
• ADT
• H&R Block
woodring1.jpg
Greig Woodring, 69
Former President and CEO,
Reinsurance Group of America
✓2017
• Audit
• FIRMCo
* Denotes committee chair.
(1)Full committee names are as follows: Audit – Audit Committee; Comp – Compensation and Management Development Committee; FIRMCo – Finance, Investment and Risk Management Committee; NCG – Nominating and Corporate Governance Committee.
(2)Mr. Fetter serves as the Lead Director. For more details on the Lead Director’s role, see page 14.


62018 Proxy Statement5www.thehartford.com
PROXY SUMMARY

CURRENT BOARD COMPOSITION
SHAREHOLDER ENGAGEMENT
In the fall of 2017, management contacted shareholders representing approximately 55% of shares outstanding and had discussions with shareholders representing approximately 35% of shares outstanding. As a result of shareholder feedback received and an analysis of governance trends and best practices, the Board took several important actions in 2017 to enhance the company's corporate governance practices.
What we heard from shareholdersBoard actions taken
It is essential that boards have a strong lead independent director with clearly defined authorities and responsibilities
Amended The Hartford's Corporate Governance Guidelines to reflect the expanded responsibilities the Lead Director has assumed over the years (page 11)
Boards, as part of their oversight of strategy, must ensure that management consider and communicate how environmental and social issues affect long-term strategy
Formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, with periodic reports up to the full Board (page 17)
It is important to bring fresh perspectives, new skills, and diversity to the boardroom, and boards should have discretion to decide how to promote refreshmentAdopted a policy that an independent director generally may not stand for reelection after serving as a director for 15 years in order to promote regular refreshment (page 18)
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GOVERNANCE 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✓MajorityAll directors are independent, directorsother than the CEO
✓Independent key committees (Audit, Compensation, Nominating)
✓StrongEmpowered and engaged independent Lead Director
Engaged Board /Shareholder Rights✓DirectorsAll 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 5five for non-CEOs and 2two for sitting CEOs
✓Rigorous Board and committee self-evaluation conducted annuallyannually; third-party Board and individual director evaluations conducted triennially
✓Meaningful Board education and training on recent and emerging governance and industry trends
✓Annual shareholder engagement program focused on governance,sustainability, compensation and sustainabilitygovernance issues
Good Governance✓Board diversity of experience, tenure, age, gender, race and genderethnicity
✓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
✓Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
✓Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
✓Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
✓Sustainability Highlight Report published, tying enterprise commitments to tangible goals and reporting progress; first TCFD report published in 2020; SASB report for 2020 expected to be published in 2021
✓Sustainability Governance Committee comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring that the full Board is briefed at least annually





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2021 Proxy StatementPROXY SUMMARY7

AUDIT HIGHLIGHTS
ITEM 2PROXY SUMMARY

SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Fostering and safeguarding human achievement has been our business for over two hundred years, and sustainability considerations are integral to our strategy. We recognize that people want to work for, invest in, and buy from an organization that shares their values. Our sustainability efforts address environmental, social and governance ("ESG") impacts as highlighted in four key areas:
ENVIRONMENTSOCIALGOVERNANCE
RATIFICATION OF
INDEPENDENT REGISTERED
ACCOUNTING FIRMimage381.jpg
þ The Board recommendssocial011.jpg
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As an insurance company, we understand the risks that environmental challenges present to people and communities. As stewards of the environment, we are committed to mitigating climate change and reducing our carbon footprint incrementally each year.We help individuals and communities prevail by building safe, strong and successful neighborhoods through targeted philanthropic investments, by partnering with like-minded national and local organizations, and by harnessing the power of our more than 18,500 employees to engage in their communities.We are committed to building an inclusive and engaging culture where people are respected for who they are, recognized for how they contribute and celebrated for growth and exceptional performance. We value the diversity of our employees' skills and life experiences and invest deeply in their development so they can deliver on our strategy and propel our company forward.We believe that doing the right thing every day is core to our character, and we are proud of our reputation for being a vote FOR this itemcompany that places ethics and integrity above all else.
To learn more, please access our Sustainability Highlight Report, which presents our sustainability goals and provides data on our sustainability practices and achievements, and our Global Reporting Initiative (GRI) Standards Response, which offers greater detail on our sustainability activities at: https://www.thehartford.com/about-us/corporate-sustainability.
AUDIT HIGHLIGHTS
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As a matter of good corporate governance, the Board is asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.
COMPENSATION HIGHLIGHTS
2021.
ITEM 3
ADVISORY VOTE TO
APPROVE EXECUTIVE
COMPENSATION
✓
þ The Board recommends a vote FOR "FOR" this item













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PROXY SUMMARY
COMPENSATION HIGHLIGHTS
ITEM 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Board is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers 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 growth consistent with prudent risk management while maintaining a commitment to the company’s ethics and values, (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
2017 FINANCIAL RESULTSSTRATEGIC PRIORITIES
The Hartford’s strategy focuses on realizing the full potential of our product capabilities and underwriting expertise, becoming an easier company to do business with, and attracting, retaining and developing the talent needed for long-term success. The company endeavors to expand its insurance product offerings and distribution and capitalize on the strength of its brand. The company is also working to increase efficiencies through investments in technology.

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In 2017, in the face2020, we were focused on increasing shareholder value through a number of a competitive marketinitiatives and historically high industry catastrophe losses, The Hartford delivered very strong business results. In addition, we achieved several major accomplishments including an agreement to sell Talcott Resolution, our life and annuity run-off business;investments:
•Integrating the acquisition of AetnaThe Navigators Group, Inc.'s U.S. group life ("Navigators Group") successfully, and disability business;maximizing our combined potential by deepening our distribution relationships, capitalizing on a broader product portfolio and meeting a wider array of customer needs.
•Increasing the transfer of 29%speed and ease of our outstanding pension liabilitiesinteractions and business processes through data, digital technology and voice of customer, including expanded use of robotics and continued enhancements to Prudential Financial, Inc.underwriting and quoting platforms.
Announced Agreement to Sell Talcott ResolutionAcquired Aetna's U.S. Group Life and Disability BusinessReduced Pension Liabilities by $1.6 Billion
•  Sale will complete our exit of individual life and annuity run-off business

•  Expected to improve future return on equity ("ROE") and earnings growth profile and enhance financial flexibility

• Provides $2.7 billion of value to shareholders

•  Resulted in a net loss on discontinued operations of approximately $2.9 billion

•  Makes us the second largest group life and disability insurer in the U.S.(1)

•  Increases operating scale and enhances analytical and claims capabilities

•  Included industry-leading claims and administration technology, which will enhance the experience we deliver to customers

•  Enhances The Hartford's distribution footprint

•  Reduces our long-term pension obligations and exposure to potential future volatility

• Entrusts the pension benefits of approximately 16,000 former employees to a highly-rated, experienced retirement benefits provider in the industry

•  Ensured uninterrupted service and processing

•  Resulted in a $488 million charge after tax
The combination of•Continuing investment in new products and business models such as Spectrum, our strategic decisions and record catastrophe losses, along with the impact of U.S. corporate tax reform resulted in a full year net loss of $3.1 billion,next-generation package offering for small businesses, which included a $2.9 billion loss on discontinued operations related to the sale of Talcott Resolution, an $877 million charge for the reduction in U.S. corporate tax rate, and a $488 million, after tax, charge for the pension transfer. While the losses from these three items are material, we view our accomplishments this year, including continued development of products, capabilities and talent, as significantly improving the company’s long-term earnings, ROE and risk profile. Core earnings* for the year, which do not include the three charges to net income listed above, were $1.0 billion, an 11% increase from 2016.

As we enter 2018, we are focused on the successful integration of the Aetna acquisition and the separation and sale of Talcott Resolution,offers customers tailored coverage recommendations as well as the continued investmentability to customize their own coverage, including real-time quote pricing. We are investing to maintain market leadership in small commercial as existing competitors and new entrants increase their focus on this business. Through a planned roll out of new automobile and homeowners insurance products for AARP members, we are investing in our businesses for long-term growthPersonal Lines segment to return that business to top line growth.
•Improving the employee experience by investing in our workforce and shareholder value creation. Managementstriving to attract, retain and develop the best talent in the industry, enhance our industry-leading position in diversity and inclusion, and sustain our ethical culture. We see the benefits of this commitment in our sustained top-decile employee engagement scores.
•Becoming more cost efficient and competitive along with enhancing the experience we provide to agents and customers through an operational transformation and cost reduction plan we commenced in July 2020 called Hartford Next. Relative to 2019, we expect to achieve a reduction in annual insurance operating costs and other expenses of approximately $500 million by 2022, reducing the Property & Casualty ("P&C") expense ratio by 2.0 to 2.5 points, the Group Benefits expense ratio by 1.5 to 2.0 points and the Board are confident thatclaims expense ratio by approximately 0.5 points.
2020 FINANCIAL RESULTS
Like all companies, we are taking the right stepsfaced unprecedented challenges in 2020, but through extraordinary team efforts, we persevered and delivered strong results. Full year 2020 net income available to continue to drive profitable growth, with an improved risk,common stockholders and core earnings* were $1.7 billion ($4.76 per diluted share) and $2.1 billion ($5.78 per diluted share), respectively. Net income and core earnings growthreturn on equity ("ROE")*† were 10.0% and ROE profile due in large part to our strategic accomplishments in 2017.

(1) Source: LIMRA, based on in-force master contracts, certificates, total premiums collected as of Dec. 31, 2016, and annualized premiums.12.7%, respectively.
* 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.
20182021 Proxy Statement79
PROXY SUMMARY

Highlighted below are year-over-year comparisons of our net income available to common stockholders and core earnings performance and our net income ROE and core earnings ROE results for each of the past three years. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 42, 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 45 (in each case, as adjusted for compensation purposes).
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TOTAL SHAREHOLDER RETURNS
The following chart shows The Hartford’sHartford's total shareholder returnsreturn ("TSR") relative to  the S&P 500, S&P 500 Insurance Composite and S&P P&C indices.indices and our 2020 Corporate Peer Group (provided on page 52).
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COMPENSATION DECISIONSchart-d4a5e3cd404e4a6b98e1.jpg
The table below reflects the 2017Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
NEO compensation package (base salary, annual incentive plan ("AIP") awardis heavily weighted towards variable compensation (annual and long-term incentive (“LTI”) award) for each active named executive officer ("NEO"). Although this tableincentives), 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 not a substitute forreviewed annually by the Summary Compensation Tableinformation beginning on page 50, we believe it provides a simpleCommittee (in the case of the CEO, by the independent directors) to ensure alignment with our compensation objectives and concise picture of2017 compensation decisions.market practice.
Compensation ComponentC. Swift
 B. Bombara
 D. Elliot
 B. Johnson
 W. Bloom
Base Salary Rate$1,100,000
 $700,000
 $925,000
 $525,000
 $550,000
2017 AIP Award$4,675,000
 $1,900,000
 $3,150,000
 $2,300,000
 $1,575,000
2017 LTI Award$7,500,000
 $1,750,000
 $5,000,000
 $1,500,000
 $1,000,000
Total 2017 Compensation Package$13,275,000
 $4,350,000
 $9,075,000
 $4,325,000
 $3,125,000
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2017 PROXY SUMMARY
Compensation DecisionComponentDescription
Base Salary• 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, potential 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) reflects stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
Approximately 91% 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
9%
Annual Incentive
24%
Long-Term Incentive
67%
Variable with Performance: 91%
Target Pay Mix — Other NEOs
Salary
16%
Annual Incentive
30%
Long-Term Incentive
54%
Variable with Performance: 84%
2020 COMPENSATION DECISIONS
2020 Compensation DecisionsRationale
The Compensation Committee updated the payout curves for 2020 AIP and 2020-2022 performance share awards.
As a result of shareholder feedback received in 2019, the Compensation Committee made the following changes for 2020 awards:
• Updated the AIP curve for 2020 awards to expand the range from +/- 15% to +/-20% of target, requiring greater outperformance to achieve above target awards. (page 42)
• Updated the TSR payout curve for performance share awards granted in 2020 to target the 55th percentile. (pages 45-46)
The Compensation Committee approved an AIP funding level of 170%80% of target.Performance against the pre-established Compensation Core Earnings targets resulted intarget produced a formulaic AIP funding level of 183%80% of target. The Compensation Committee reduced thisundertook its qualitative review of performance and concluded that the formulaic AIP funding level to 170% based on certain qualitative factors, including quality of P&C earnings (excluding catastrophes), which, while strong in a very competitive market,appropriately reflected 2020 performance. Accordingly, no adjustments were relatively flat to budget.made. (page 44)43)
The Compensation Committee certified a 2015-20172018-2020 performance share award payout at 104%75% of target.The company's TSR during the performance period was at the 40th percentile relative to 18 peer companies, resulting in a payout of 75% of target for the TSR component (50% of the award). The company's average annual Compensation Core ROE during the performance period was 9.4%12.8%, resulting in a payout of 134%151% of target for the ROE component (50% of the award). (page 47)
As a resultBecause the company's TSR during the performance period was below threshold, there was no payout for the TSR component (50% of the December 3, 2017 agreement to sell the Talcott Resolution business, the Compensation Committee took actions to ensure that Talcott Resolution core earnings through September 30, 2017 were included in the determination of the AIP funding level and ROE results for performance shares.Upon signing an agreement to sell Talcott Resolution, GAAP accounting required that financial results from the business be reclassified as discontinued operations, which are excluded from core earnings. The Compensation Committee determined that including Talcott Resolution core earnings for the period in which management was both actively managing the business and separately reporting its results externally was appropriate. In addition, AIP and performance share targets were established assuming Talcott Resolution operating results were included in the business mix.award). (page 44)
The Compensation Committee excluded the results of the group life and disability business acquired from Aetna on November 1, 2017 in determining the 2017 AIP funding level.While including the results of the acquired business would have slightly increased the 2017 AIP funding level, the Compensation Committee determined that excluding them was appropriate based upon overall immateriality, and because the results of the business were not part of the business mix when the AIP target was established. (page 44)46)

The Compensation Committee (and, in the case of the CEO, the independent directors) approved the following compensation for each active NEO:
Base SalaryAIP AwardLTI AwardTotal Compensation
NEO2020Change from 20192020Change from 20192020Change from 20192020Change from 2019
Christopher Swift$1,150,000 0%$2,400,000 (45.9)%$8,500,0003.0%$12,050,000 (12.9)%
Beth Costello$725,000 0%$1,000,000 (45.9)%$1,850,0004.2%$3,575,000 (17.8)%
Douglas Elliot$950,000 0%$1,520,000 (45.9)%$5,310,0003.1%$7,780,000 (12.7)%
William Bloom$625,000 0%$800,000 (46.7)%$1,300,0004.0%$2,725,000 (19.3)%
David Robinson$600,000 NA*$580,000 NA*$1,300,000NA*$2,480,000 NA*
*Mr. Robinson was not previously an NEO.
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2021 Proxy Statement11
PROXY SUMMARY

This table provides a concise picture of compensation decisions made in 2020, and highlights changes from 2019. In each case, Total 2020 Compensation was lower than 2019 compensation due to the lower AIP awards for 2020. Another view of 2020 compensation for the NEOs is available in the Summary Compensation Table on page 55.
COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:
What We DoWHAT WE DO
✓Approximately 90% of current CEO target annual compensation and 84% of other NEO target annual compensation areCompensation heavily weighted toward variable based on performance, including stock price performancepay
✓Senior Executives are eligible forgenerally receive the same benefits as other full-time employees generally, including health, life insurance, disability
✓Double-trigger requirement for cash severance and retirement benefitsequity vesting upon a change of control*
✓Cash severance benefits payable upon a change of control do not exceedlimited to 2x the sum of base pay plus targetsalary + bonus and are only paid upon a valid termination following a change of control ("double trigger")
✓Double trigger requirement for vesting of equity awards upon a change of control (so long as the awards are assumed or replaced with substantially equivalent awards)
✓Independent Board compensation consultant does not provide other services to the company
✓Comprehensive riskRisk mitigation in plan design and annual review of compensation plans, policies and practices
✓All employeesClaw-back provisions in compensation and directors are prohibited from engaging inseverance plans
✓Prohibition on hedging, monetization, derivative and similar transactions with company securities
✓Prohibition on Senior Executives are prohibited from pledging company securities
✓DirectorsStock ownership guidelines for directors and Senior Executives are subject to stock ownership guidelines; compliance with guidelines is reviewed annually
✓CompensationPeriodic review of compensation peer groups are evaluated periodically to align with investor expectations and changes in market practice or our business mix
✓Competitive burn rate and dilution 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 DoWHAT WE DON'T DO
û
No exciseSenior Executive tax gross-up upon a change of control or income tax gross-upgross-ups for perquisites or excise taxes on severance payments
ûNo 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
û
No re-pricing (reduction in exercise price) of stock options
ûNo buy-outs of underwater cash buy-outsstock options
ûNo reload provisions in any stock option grant
ûNo payment of dividends or dividend equivalents on unvested performance sharesequity awards until vesting
PAY MIX
SAY-ON-PAY RESULTS
Approximately 90%At our 2020 annual meeting, we received 96% support on Say-on-Pay. The Compensation Committee considered the vote to be an endorsement of CEO targetThe 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, diversity and inclusion and corporate governance practices, during our annual shareholder outreach 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 changes to the payout curves for 2020 AIP and approximately 84%2020-2022 performance share awards. For further discussion of other NEO target annual compensation are variable based on performance, including stock price performance:our shareholder outreach program, see pages 20-21
PAY MIX  | CEO.
PAY MIX  | OTHER NEOs
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122018 Proxy Statement9
BOARD AND GOVERNANCE MATTERSwww.thehartford.com

BOARD AND GOVERNANCE MATTERS
ITEM 1
ELECTION OF DIRECTORS
checkbox.jpg The Board recommends that shareholders vote “FOR”all nominees for election as directors.
The Nominating Committee believes that 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 on pages 18-2016-17 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 described beginning on page 25,27, 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 "FOR" each director nominee
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 good governance practices and responsible corporate behavior are central to this vision and contribute to our long-term performance. Accordingly, the Board and management regularly consider best practices in corporate governance and shareholder feedback and modify our governance policies and practices as warranted. Our current best practices include:
Independent Oversight✓MajorityAll directors are independent, directorsother than the CEO
✓Independent key committees (Audit, Compensation, Nominating)
✓StrongEmpowered and engaged independent Lead Director
Engaged Board /Shareholder Rights✓DirectorsAll 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 5five for non-CEOs and 2two for sitting CEOs
✓Rigorous Board and committee self-evaluation conducted annuallyannually; third-party Board and individual director evaluations conducted triennially
✓Meaningful Board education and training on recent and emerging governance and industry trends
✓Annual shareholder engagement program focused on governance,sustainability, compensation and sustainabilitygovernance issues
Good Governance✓Board diversity of experience, tenure, age, gender, race and genderethnicity
✓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
✓Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
✓Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
✓
Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework

✓
Sustainability Highlight Report published, tying enterprise commitments to tangible goals and reporting progress; first TCFD report published in 2020; SASB report for 2020 expected to be published in 2021
✓Sustainability Governance Committee comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring that the full Board is briefed at least annually

2021 Proxy Statement13
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
•Corporate Governance Guidelines (compliant with the listing standards of the New York Stock Exchange ("NYSE") and including guidelines for determining director independence and qualifications)

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BOARD AND GOVERNANCE MATTERS

•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 athttp://ir.thehartford.comor upon request sent to our Corporate Secretary (see page 6873 for details).
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 Committee.
The Board has affirmatively determined that all directors other than Mr. Swift are independent.
BOARD LEADERSHIP STRUCTURE
Board Chair
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; he was also 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 extensive 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 CEO, as the principal leader of business operations, is uniquely positioned to identify and communicate key strategic and operational issues and the interests of our 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 Hartford with a unified vision.
The Board believes that other elements of our corporate governance structure ensure that independent directors can perform their role as independent 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. As noted above, all directors other than Mr. Swift are independent. Whenever the Chairman is not independent, our Corporate Governance Guidelines require the independent directors to elect from among them a Lead Director. In 2017, the Lead Director chaired meetings in executive session of the independent directors both before and after each of the five regularly scheduled in-person meetings of the Board.
Independent Lead Director
In December 2017, in response to shareholder feedback and to formalize its practices, the Board amended The Hartford's Corporate Governance Guidelines to reflect the expanded responsibilities the Lead Director has assumed over the years, including 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 Chairman and CEO 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 he or she is available, when appropriate, for consultation and direct communication; and
leading the Board’s evaluation process and discussion on board refreshment and director tenure.
The duties and responsibilities of our Lead Director provide strong independent Board leadership and oversight. As part of its evaluation process, the Board has committed to undertaking an annual review of its leadership structure to ensure it continues to serve the best interests of shareholders and positions the company for future success.


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 2020).
As part of its evaluation process, the Board has committed to undertaking an annual review of its leadership structure 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.
The Board believes that these duties and responsibilities provide for strong independent Board leadership and oversight.
142018 Proxy Statement11www.thehartford.com
BOARD AND GOVERNANCE MATTERS

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.priorities and to inform the Board's succession planning. In responseaddition to shareholders’ interest for a robust and candidthe full Board evaluation process, commencing in 2016,the standing committees of the Board augmented itsundertake separate self-assessments on an annual basis.
As part of a multi-year effort to enhance the evaluation process, with the Board has adopted the following changes:
•2016 - Adopted individual one-on-one discussionsdirector interviews led by the Lead Director and a mid-year review byof 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 of progress against goals established at the beginningbenchmark its corporate governance practices; and
•2020 - Adopted individual director evaluations every three years, commencing in 2022, as part of the third-party facilitated Board year.evaluation.
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In each case, the Board sought and considered shareholder feedback on the merits of these changes prior to adoption.
Component
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Actions
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 the key themes identified through the 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.
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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.
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Interim Review of Goals
(December)
The Lead Director leads an interim review of progress made against the goals established during the Board evaluation discussion in May.
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Board Self-Assessment Questionnaires
(February)
The governance review and shareholder feedback informsinform 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 Fulfillment of its responsibilities under the Corporate Governance Guidelines;
•effectiveness Effectiveness in overseeing our business plan, strategy and riskmanagement;
•leadership Leadership structure and composition, including mix of experience, skills, diversityand tenure;
•relationship Relationship with management; and
•processes Processes to support the Board’s oversight function.
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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 will also include directors' evaluations of their peers.
When the Lead Director led the Board evaluation session in May 2017,2020, there was agreement that the Board was operating effectively. Theis effectively overseeing the strategy and risks of the company, and that the Board reviewed performance againstmade several improvements as a result of its 2019-2020 goals, including the appointment of two new directors with CEO or President experience, successful oversight of management succession planning, and more Board time devoted to discussions and questions rather than presentation of pre-read materials. At the same time, the Board identified opportunities for continued improvement and heightened focus in the 2016-20172020-2021 Board year and concluded as follows:
2016-2017 Board Year GoalKey Results
Further enhance communication with management both during and between meetings, including more opportunities to communicate one-on-one with the CEO and off-cycle communications on the status of initiatives and market developments
Board communication materially improved, including more frequent off-cycle meetings between Chairman and Lead Director, Board letters, and updates on strategic initiatives and market developments

Use metrics, competitor analysis and benchmarking to an even greater extent
Use of metrics and benchmarking improved, contributing to better informed Board discussions

Meet in executive session both at the beginning and end of Board meetings

Executive sessions are more frequent, productive and meaningful

The Board established the following goals forcompany continues to navigate the 2017-2018 Board year: (1) incorporate strategy and growth discussions at every meeting; (2)COVID-19 crisis, including continued focus on management succession plans (which led to the internal promotion of a new President of HIMCO and the combination of the Claims and Operations organizations — two of The Hartford's largest customer-facing teams — under common leadership); heightened oversight of the implementation of new Personal Lines strategy for competing once target returns are achieved; (3) engage in more substantive talent management discussions to identifyproducts and assess succession planning gaps;technology; and (4) identify strong successors for retiring directors Charles Strauss and Patrick Swygert.
In addition to the full Board evaluation process, the standing committeescontinued oversight of the Board undertake separate self-assessments based on written questionnaires, generally between February and July.

Navigators Group integration.
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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 July 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 outside search firm. 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, including the candidate's potential contribution to the diversity of the Board. 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.
The Nominating Committee's most recent director search culminated in the election of Donna James, who brings extensive insurance industry experience gained during a 25-year career as a senior executive at Nationwide Insurance, as well as significant corporate governance experience by virtue of her service on several major public company boards. Ms. James’ election made her the fourth female member, and third member of color, of the current Board. She joined the Board in February 2021.

The graphic below illustrates our typical succession planning process, which begins with an assessment 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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Screening of Candidates
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Meeting With Candidates
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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. In 2019, we enhanced our onboarding program for new directors with the goal of reducing the learning curve for new members and enabling them to provide meaningful contributions to the oversight of the company as early in their tenures as possible. Our enhanced onboarding program 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 typically an annual dinner with employees working on key strategic business priorities or engaged with our employee resource groups ("ERGs"). Although the pandemic prevented in-person involvement in 2020, directors participated in virtual town hall meetings and ERG events.
DIRECTOR TENURE
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.
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BOARD AND GOVERNANCE MATTERS

As part of its annual evaluation process, the Board assesses its overall composition, including director tenure, and does not believe the independence of any director nominee is compromised solely due to Board tenure. Previously, the Board had a tenure policy that provided an independent director may not stand for reelection after serving as a director for 15 years. In 2020, after discussion with shareholders during our annual shareholder engagement program, the Board eliminated this policy in conjunction with its adoption of individual director evaluations (described above). The Board believes that its rigorous self-evaluation process, combined with its mandatory retirement policy at age 75, are effective in promoting Board renewal, as demonstrated by the addition of seven new directors since 2015, none of whom were added as a result of the tenure policy.
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 positively to robust discussion at meetings. The Nominating Committee considers diversity in the context 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, 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, the Board has appointed five women and three people of color as directors;
•The Board's Audit and Compensation Committees are both chaired by women;
•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; and
•In 2021, Donna James joined the Board, increasing the current representation on the Board to four female directors and three directors of color.
CURRENT BOARD COMPOSITION
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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 at an annual meeting. Nominations for director candidates are closed for 2021. To nominate a candidate at our 2022 Annual Meeting, notice must be received by our Corporate Secretary at the address below by February 18, 2022 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of our Common Stock.
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 shareholder, or group collectively, must have held at least 3% of our Common Stock for three years in order to make a nomination, and may nominate as many as two directors, or a number of directors equal to 20% of the board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 2022 proxy statement must be received by our Corporate Secretary at the address below no earlier than October 30, 2021 and no later than November 29, 2021.
In each case, submissions must be delivered or mailed to Donald C. Hunt, Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.
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BOARD AND GOVERNANCE MATTERS
COMMITTEES OF THE BOARD
The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee 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. We rotate the chairs for all of our committees at least every three years, bringing independent, fresh perspectives to each committee's oversight responsibilities. In May 2016, two female directors rotated into leadership positions, with Julie Richardson serving as Audit Committee Chair and Virginia Ruesterholz as Compensation Committee Chair.
AUDIT COMMITTEE
Current Members:CURRENT MEMBERS:*
R. Allardice
L. De Shon
K. Mikells (Chair)
M. Morris
J. Richardson (Chair)
C. Strauss
G. Woodring
Meetings in 2017:MEETINGS IN 2020: 109
“WithThe Audit Committee assessed the numberfinancial and operational impacts of significantthe COVID-19 pandemic on the company, including its ability to maintain operations in a remote work environment and complex transactions, most recentlyits exposure to insured losses arising from the acquisition of Aetna’s group benefits business and the agreement to sell the Talcott business, the Committee focused on controls over the accounting for these transactions to help ensure the integrity of our financial reporting.pandemic. The Committee also prioritized oversightcontinued to assess processes and controls over managing the risk of controls associated withcyber-attacks and conducted deep reviews of the Company’s deferred tax assets.”risk and control environment for several lines of business and functional areas."
Julie G. Richardson,Kathryn Mikells, Committee Chair since 20162019
Roles and ResponsibilitiesROLES AND RESPONSIBILITIES
• Oversees the integrity of ourthe company's financial statementsstatements.
• Oversees our accounting, financial reporting and disclosure processes and the adequacy of management’s systems of internal control over financial reportingreporting.
• Oversees The Hartford'sthe company's relationship with, and the performance of, the independent registered public accounting firm, including its qualifications and independenceindependence.
• Oversees the performance of ourthe internal audit functionfunction.
• Oversees ouroperational risk, business resiliency and cybersecurity.
•Oversees the company's compliance with legal and regulatory requirements and our Code of Ethics and Business ConductConduct.
• Discusses with management policies with respect to risk assessment and risk managementmanagement.
*All The Board has determined that all members are “financially literate” within the meaning of the listing standards of the NYSE. Directors Allardice, Mikells, Morris, RichardsonNYSE and Strauss are “audit committee financial experts” within the meaning of the SEC’s regulations.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Current Members:CURRENT MEMBERS:
C. Dominguez
T. Fetter
S. McGill
T. Renyi
T. Roseborough
V. Ruesterholz (Chair)
H. SwygertM. Winter
Meetings in 2017:
MEETINGS IN 2020: 6
“WhileIn 2020, the Committee considers talent developmentfocused substantial attention on understanding the impact of the COVID-19 pandemic and succession planning annually, it was an area of increased attention withwidespread social unrest on our employees, customers and businesses. In addition, the Committee monitored the responsive actions taken by the company to sustain full operations, build on our inclusive culture and expand our Diversity and Inclusion programs. In that context, the Committee carefully reviewed our compensation programs, including 2020 annual incentive funding, and introduced a number of important management changesDiversity and Inclusion measure in 2017, including the internal promotion of our new Chief Risk Officer; expanded responsibilities for the head of our Small Commercial business, who also assumed leadership for the Personal Lines business; and key external hires, including our new Chief Underwriting Officer.2021 long-term incentive program.”
Virginia Ruesterholz, Committee Chair since 2016
Roles and ResponsibilitiesROLES AND RESPONSIBILITIES
• Oversees executive compensation and assists us in defining an executive total compensation policypolicy.
• Works with management to develop a clear relationship between pay levels, performance and returns to shareholders, and to align our compensation structure with our objectives
•Has the ability to delegate, and has delegated to the Executive Vice President,Human Resources, or her designee, responsibility for the day-to-day operations ofour compensation plans and programsobjectives.
• Has sole authority to retain, compensate and terminate any consulting firm used to evaluate and advise on executive compensation mattersmatters.
• Considers independence standards required by the NYSE or applicable law inregardsprior to retaining compensation consultants, accountants, legal counsel or other advisors,prior to their retentionadvisors.
• In consultationReviews annually the diversity of the company’s workforce, the company’s diversity programs, and 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 the CEO.
• Meets annually with a senior risk officer meets annually to discuss and evaluatewhether incentive compensation arrangements create material risks to the companycompany.
• Retains responsibilityResponsible for compensation actions and decisions with respect to certain senior executives, as described in the Compensation Discussion and Analysis beginning on page 3536.

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BOARD AND GOVERNANCE MATTERS

FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
Current Members:CURRENT MEMBERS:
R. Allardice (Chair)
L. De Shon
C. Dominguez
T. Fetter
S. McGillD. James
K. Mikells
M. Morris
T. Renyi
J. Richardson
T. Roseborough
V. Ruesterholz
C. Strauss
C. Swift
H. SwygertM. Winter
G. Woodring
Meetings in 2017:MEETINGS IN 2020:5
“In 2017,2020, FIRMCo continueddevoted substantial time to focusreviewing the COVID-19 pandemic’s impact on the management of cyber risks including the potential impacts on The Hartford and its customers. While the Committee continued to manage investment risks, insurance risks were also a focal point as a resultrisk profile of the elevated catastrophe events in 2017,company’s businesses, including insurance coverages, as well as the impact on the economy and financial markets caused by the pandemic on the company’s investments. The Committee also focused its oversight on risks associated with the Committee concentrating onlegal and regulatory environment shaped by the Company’s underwriting discipline and management of catastrophe risks.COVID-19 pandemic.”
Robert B. Allardice III, Committee Chair since 2016
Roles and ResponsibilitiesROLES AND RESPONSIBILITIES
• Reviews and recommends changes to enterprise policies governing management activities relating to major risk exposures such as market risk, liquidity and capital requirements, insurance risks and cybersecurityclimate change.
• Reviews ourthe company's overall risk appetite framework, which includes an enterprise risk appetite statement, risk preferences, risk tolerances, and an associated limit structure for each of ourthe company's major risksrisks.
• Reviews and recommends changes to our financial, investment and risk management guidelinesguidelines.
• Provides a forum for discussion among management and the entire Board of key financial, investment, and risk management mattersmatters.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
L. De Shon
C. Dominguez
M. Morris (Chair)
T. Roseborough
V. Ruesterholz
C. Strauss (Chair)
H. Swygert
Meetings in 2017:MEETINGS IN 2020: 5
“TheIn 2020, the Nominating Committee principally focusedcontinued its focus on board refreshmentcomposition and ESG governance in 2017.   Followingeffectiveness. As a robustresult of Committee recommendations, the Board appointed Donna James as a director, search, we added three new directors who bring insurance industry and digital expertise, in addition to adopting a term limit policy that ensures a healthy mix of director tenures and experience.  We also developed a new governance framework that enables the full Board to oversee ESG risks and opportunities that contributebringing extensive insurance-industry experience to the long-term sustainabilityBoard, while also increasing the representation of the company.women and people of color.”
Charles B. Strauss,Michael G. Morris, Committee Chair since 20162018
Roles and ResponsibilitiesROLES AND RESPONSIBILITIES
• Advises and makes recommendations to the Board on corporate governance mattersmatters.
• Considers potential nominees to the BoardBoard.
• Makes recommendations on the organization, size and composition of the Board and its committeescommittees.
• Considers the qualifications, compensation and retirement of directorsdirectors.
• Reviews our policies and reports on political contributionscontributions.
• Oversees the establishment, management and processes related to our ESG activitiesenvironmental, social and governance activities.
 

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2021 Proxy Statement19
BOARD AND GOVERNANCE MATTERS

THE BOARD’S ROLE AND RESPONSIBILITIES
BOARD RISK OVERSIGHT
The Board as a whole has ultimate responsibility for risk oversight. We have a formal enterprise risk appetite frameworkRisk Appetite Framework that is reviewed by the Board at least annually. The risk appetite framework includes an enterprise risk appetite statementannually and sets forth the company's risk preferences, tolerances, and limits. Throughout 2020 and into 2021, the Board has been focused on the risks arising from the COVID-19 pandemic. As discussed in the letter from our Chairman & CEO and Lead Director on pages 2-3, our leadership team provided weekly updates to the Board on the market, regulatory, underwriting and operational impacts of COVID on the business through the first crest of the pandemic, and the Board increased its regular meeting cadence in that same time period to stay current. The Board’s committees, too, were focused on the risks and challenges arising from the pandemic, including its impact on insurance coverages, investments, and the legal and regulatory environment (FIRMCo); operational and financial impacts (Audit); and impacts on employees (Compensation).
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 chart below provides examples of each committee’s risk oversight responsibilities.
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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
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
•Sustainability governance
The Audit Committee discusses with management risk assessment and risk management policies. FIRMCo which is comprised of all members of the Board, oversees the investment, financial, and risk management activities of The Hartfordthe company and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo meets at each regular Board meeting and is also briefed on our risk profile and risk management activities. FIRMCo also has primary responsibility for overseeing risks related
With respect to cybersecurity. Thiscybersecurity risk oversight, includes detailed, regular reports to FIRMCo on cybersecurity matters from senior members of our Enterprise Risk Management, Information Protection and Internal Audit functions.functions provided detailed, regular reports on cybersecurity matters in 2020 (including assessments conducted by, or in conjunction with, third parties) to the full Board; FIRMCo; and the Audit Committee, which oversees controls for the company's major risk exposures, and has principal responsibility for oversight of cybersecurity risk. The topics covered by these reports include The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, as well as lessons learned from cybersecurity incidents at other companies. From time to time, FIRMCo engages third party experts to gain an outside perspective on cybersecurity risk.and internal and external testing of our cyber defenses.
To assist the Board in discharging its oversight function, from time to time, the Board forms 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 to discuss risks and mitigation strategies related to our runoff life insurance and annuity business, which culminated in the December 2017 agreement to sell the business. This group, consisting of Robert Allardice, Julie Richardson, Virginia Ruesterholz and Charles Strauss, met 11 times in 2017.

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, 2017.2020.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board met seventen times during 20172020 and each of the incumbent directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or shethey served. We encourage our directors to attend the Annual Meeting of Shareholders, and all of our directors attended the virtual Annual Meeting of Shareholders held on May 17, 2017.20, 2020.
SHAREHOLDER ENGAGEMENT
In additionOur Board and management value shareholder views and engage with shareholders in different ways throughout the year to solicit feedback. Management and our investor relations team routinely speakingspeak with analysts and investors we have maintained an annual shareholder engagement program since 2011 focusedat investor conferences and other formal events, as well as group and one-on-one meetings. In addition, management and our Lead Director engage with shareholders on governance, compensation and compensationsustainability issues to understand their concerns and more recently, sustainability. In the fall of each year, management contactsensure alignment on our largest shareholders and reports their feedback directly to the Nominating Committee and the Compensation Committee.

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BOARD AND GOVERNANCE MATTERS

practices in these areas. In the fall of 2017,2020, management contactedreached out to shareholders representing approximately 55%57% of shares outstanding and had discussions with shareholders representing approximately 35%37% of shares outstanding. Many shareholders opted not to participate in calls, noting that they had no material concerns.
As a result of shareholder feedback received in 2017, and an analysis of governance trends and best practices, the Board took several important actions in 2017 to enhance The Hartford's corporate governance practices.
What we heard from shareholdersBoard actionsActions taken
Interest in additional transparency on diversity, equity and inclusion metrics and goals
It is essential• Released EEO-1 data at the end of the first quarter in 2021
• Adopted clear benchmarks for diverse representation in management
• Expanded existing Board diversity policy to require that boards havecandidates with a strong lead independent director with clearly defined authoritiesdiversity of race, gender and responsibilities

Amended The Hartford's Corporate Governance Guidelines to reflectethnicity are included in the expanded responsibilities the Lead Director has assumed over the years (page 11)pool of candidates from which external CEO candidates are considered
Boards,Support for existing board composition, refreshment, and evaluation practices
Further enhanced Board evaluation processes to include triennial assessments of individual directors as part of their oversight of strategy, must ensure that management consider and communicate how environmental and social issues affect long-term strategy

Formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, with periodic reports up to the fullthird-party Board (page 17)
It is important to bring fresh perspectives, new skills, and diversity to the boardroom, and boards should have discretion to decide how to promote refreshmentAdopted a policy that an independent director generally may not stand for reelection after serving as a director for 15 years in order to promote regular refreshment (page 18)evaluation

TALENT DEVELOPMENT AND SUCCESSION PLANNING
Talent development and succession planning are important parts of the Board’s governance responsibilities. The CEO and independent directors conduct aan annual review at least annually, 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. In 2019, we strengthened existing emergency succession plan processes for the CEO. In addition, each year, the Compensation Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to 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 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, most recently in 2017, the internal promotion of our new Chief Risk Officer, and expanded responsibilities for the head of our Small Commercial business, who also assumed leadership for the Personal Lines business.roles.
BUSINESS ETHICS AND CONDUCT
“Always act with integrity and honesty, and be accountable in everything you do.”
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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 tentwelve times, including in 2018,2020, by The Ethisphere® Institute as one of the “World’s Most Ethical Companies.” We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. 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. Directors certify compliance with the Board Code of 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 employees are encouraged to speak up whenever they have an ethics-oriented question or problem.




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SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Our success is inextricably tied to the well-being of our customers, employees, partners and neighbors, and to the way we conduct ourselves. Our focus and impact must extend beyond the quality of the products and services we offer to encompass our responsibilities as an employer, neighbor, member of the global community and steward of the planet’s natural resources.
Our approach to ESG issues has traditionally focused on four areas to illustrate our commitment to sustainability:
Environmental Stewardship. As an insurance company, we understand the risks that environmental challenges present to people and communities. As stewards of the environment, we are committed to mitigating climate change and reducing our carbon footprint incrementally each year.
Communities and Giving. We help individuals and communities prevail by building safe, strong and successful neighborhoods through targeted philanthropic investments, by partnering with like-minded national and local organizations, and by harnessing the power of our employees to engage with their communities.
Diversity & Inclusion. We are committed to building an inclusive and engaging culture where people are respected for who they are, recognized for how they contribute and celebrated for growth and exceptional performance. We value the diversity of our employees' skills and life experiences and invest in their development so they can deliver on our strategy and propel our company forward.
Ethics & Governance. We believe that doing the right thing every day is core to our character - and we are proud of our reputation for being a company that places ethics and integrity above all else.
Consistent with best-practices, we have established forward-looking goals for each of the areas above, which are featured in our Sustainability Report along with examples of the progress we have made in each area. As a result of our efforts, in 2017 the company received the following national recognition:
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Included in the Dow Jones Sustainability Indices in 2017 for the sixth year, one of only five U.S. insurers

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Participated in the CDP reporting process in 2017, publicly disclosing our progress toward environmental goals for the 10th year in a row; one of only four U.S. insurers to be featured in the Leadership category

Sustainability Governance
In 2017, we took actions to improve our sustainability practices and enable the full Board to oversee ESG risks and opportunities that contribute to the long-term sustainability of the company:
•   First, we better defined the scope of ESG priorities at the company based, in part, on a materiality assessment we conducted in May, 2017, in which stakeholders (investors, employees, customers, community member and suppliers) were asked to identify and prioritize the ESG factors most important to them.
•Second, we formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, which reports up to the full Board at least annually.
The first such report was a deep dive on climate change and severe weather in February 2018, which, among other things, looked at (1) how the company is reducing its environmental impact; (2) how the company helps its customers reduce their environmental impact through its products, services and investments; and (3) how the company's Enterprise Risk Management function monitors and manages the risks associated with climate change and severe weather.
To learn more please access our Sustainability Report, which presents our sustainability goals and provides data and examples of our efforts to achieve those goals, and our Global Reporting Initiative (GRI) G4 Response, which offers greater detail on our activities at:https://www.thehartford.com/about-us/corporate-sustainability.
POLITICAL ACTIVITIESSHAREHOLDER PROPOSED NOMINEES
The Nominating Committee reviewswill consider director candidates recommended by shareholders using the company's politicalsame criteria described above. Shareholders may also directly nominate someone at an annual meeting. Nominations for director candidates are closed for 2021. To nominate a candidate at our 2022 Annual Meeting, notice must be received by our Corporate Secretary at the address below by February 18, 2022 and lobbying policiesmust 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 reportsevidence of political contributions annually. As partthe nominating shareholder’s ownership of our CodeCommon Stock.
Pursuant to our proxy access By-law, a shareholder, or group of Ethicsup to 20 shareholders, may nominate a director and Business Conduct, we do not make corporate contributions to political candidateshave the nominee included in our proxy statement. The shareholder, or parties, and we require that no portiongroup collectively, must have held at least 3% of our dues paidCommon Stock for three years in order to trade associationsmake a nomination, and may nominate as many as two directors, or a number of directors equal to 20% of the board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 2022 proxy statement must be used for political contributions. We do allowreceived by our Corporate Secretary at the use of corporate resources for non-partisan political activity, including voter educationaddress below no earlier than October 30, 2021 and registration. We have two political action committees (“PACs”),no later than November 29, 2021.
In each case, submissions must be delivered or mailed to Donald C. Hunt, Corporate Secretary, The Hartford Advocates Fund and TheFinancial Services Group, Inc., One Hartford Advocates Federal Fund. The PACs are solely funded by voluntary contributions from eligible employees in management level roles. The PACs support candidates for federal and state office who are interested in understanding insurance issues and developing public policy to address them. Our website includes information on: (1) contributions made by The Hartford's PACs; (2) our policy on corporate contributions for political purposes; and (3) annual dues, assessments and contributions of $25,000 or more to trade associations and coalitions. To learn more, please access our 2017 Political Activities Report, athttps://ir.thehartford.com/corporate-governance/political-engagement.

Plaza, Hartford, CT 06155.
20182021 Proxy Statement17
BOARD AND GOVERNANCE MATTERS

COMMITTEES OF THE BOARD COMPOSITION AND REFRESHMENT
DIRECTOR SUCCESSION PLANNING
The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, is responsible for identifyingthe Compensation Committee and recommending to the Board candidates for Board membership. Throughout the year, the Nominating Committee actively considersqualify as “independent” under applicable law, the Board’s composition, skillslisting standards of the NYSE and attributes to determine whether they are aligned with our long-term strategy and major risks.Corporate Governance Guidelines. The succession planning process is informed by the resultscurrent members of the Board, and committee evaluation processes, as well as anticipated needs in light of The Hartford’s retirement and tenure policies (described below). To assist the Nominating Committee in identifying prospective Board nominees when undertaking a search, the company retains an outside search firm. 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, including the candidate's potential contribution to the diversity of the Board.
In October 2016 the Nominating Committee launched a director search process in anticipation of the upcoming retirements of Charles Strauss and H. Patrick Swygert, who have reached the Board's mandatory retirement age and are unable to stand for re-election in May 2018. The Nominating Committee's process, outlined below, culminated in the election of Greig Woodring and Stephen McGill in October 2017, and Carlos Dominguez in December 2017. Woodring and McGill bring to the Board extensive insurance industry experience, aligned with our strategy of being a broader and deeper risk player, and Dominguez brings strong digital expertise, consistent with our strategy of becoming an easier company for agents and customers to work with.
boardcompostionp19.jpg
DIRECTOR TENURE
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 evaluation process, the Board assesses its overall composition, including director tenure. In addition, as noted above, the Board considers the independence of its members under applicable laws, regulationscommittees on which they serve and the NYSE listing standards on an annual basis and does not believe the independenceprimary functions of any director nominee is compromised due to Board tenure.each committee are identified below.

In order to promote thoughtful Board refreshment, the Board has adopted the following in our Corporate Governance Guidelines:
•AUDIT COMMITTEE
CURRENT MEMBERS:*
R. Allardice
L. De Shon
K. Mikells (Chair)
M. Morris
G. Woodring
MEETINGS IN 2020:9
Retirement Age.An independent director may not be nominated to stand for election or reelection to“The Audit Committee assessed the Board after his or her 75th birthday, with limited exceptions for newly appointed directors over age 70, who may servefinancial and operational impacts of the COVID-19 pandemic on the Board upcompany, including its ability to five years.maintain operations in a remote work environment and its exposure to insured losses arising from the pandemic. The Committee also continued to assess processes and controls over managing the risk of cyber-attacks and conducted deep reviews of the risk and control environment for several lines of business and functional areas."
Kathryn Mikells, Committee Chair since 2019
ROLES AND RESPONSIBILITIES
•Overseesthe integrity of the company's financial statements.
•Oversees accounting, financial reporting and disclosure processes and theadequacy of management’s systems of internal control over financial reporting.
•Oversees the company's relationship with, and performance of, the independent registered public accounting firm, including its qualifications andindependence.
•Oversees 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.
•Discusses with management policies with respect to risk assessment and riskmanagement.
* 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.
•COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
CURRENT MEMBERS:
C. Dominguez
T. Fetter
T. Roseborough
V. Ruesterholz (Chair)
M. Winter

MEETINGS IN 2020:6
Tenure Policy.“In 2020, the Committee focused substantial attention on understanding the impact of the COVID-19 pandemic and widespread social unrest on our employees, customers and businesses. In addition, the Committee monitored the responsive actions taken by the company to sustain full operations, build on our inclusive culture and expand our Diversity and Inclusion programs. In that context, the Committee carefully reviewed our compensation programs, including 2020 annual incentive funding, and introduced a Diversity and Inclusion measure in the 2021 long-term incentive program.”
Virginia Ruesterholz, Committee Chair since 2016
ROLES AND RESPONSIBILITIES
• An independent director may not standOversees executive compensation and assists in defining an executive totalcompensation policy.
•Works with management to develop a clear relationship between pay levels,performance and returns to shareholders, and to align compensation structurewith objectives.
•Has sole authority to retain, compensate and terminate any consulting firm used toevaluate and advise on executive compensation matters.
•Considers independence standards required by the NYSE or applicable law prior to retaining compensation consultants, accountants, legal counsel or other advisors.
•Reviews annually the diversity of the company’s workforce, the company’s diversity programs, and the company’s process and analysis for reelection after servingassessing pay equity.
• Reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO.
• Meets annually with a senior risk officer to discuss and evaluate whether incentive compensation arrangements create material risks to thecompany.
•Responsible for compensation actions and decisions with respect tocertain senior executives, as a director for 15 years.described in the(1)Compensation Discussion and Analysisbeginning on page 36.
Under extraordinary circumstances only, the Corporate Governance Guidelines allow the Board to determine that the interests of The Hartford would be better served by nominating a director for re-election after he or she reaches an age or term limit described above for an additional one-year term, provided that exceptions under extraordinary circumstances may not be made more than twice for an individual director.



(1) For transitional purposes only, the policy provides that the service of any independent director who is over the age of 70 as of December 31, 2017 and then serving on the Board would not be subject to the tenure policy; such directors may continue to serve until the annual meeting of shareholders that follows their 75th birthday.

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BOARD AND GOVERNANCE MATTERS

The Board believes that these age and tenure policies provide discipline to the Board refreshment process, improve succession planning and support Board independence. Moreover, the policies supplement and strengthen the Board evaluation process as follows:
During the annual Board self-assessment process following an independent director's eighth year of service, the Lead Director (or the Chair of the Nominating Committee in the case of the Lead Director) will review with such independent director his or her independence, outside commitments, future plans and other matters that may impact ongoing service on the Board. 
Thereafter, during the annual Board self-assessment process following such director's twelfth year of service and each year thereafter, these discussions will also include the timing of the director’s retirement from the Board (i.e., after 15 years or earlier). 
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS:
R. Allardice (Chair)
L. De Shon
C. Dominguez
T. Fetter
D. James
K. Mikells
M. Morris
T. Roseborough
V. Ruesterholz
C. Swift
M. Winter
G. Woodring
MEETINGS IN 2020: 5
“In 2020, FIRMCo devoted substantial time to reviewing the COVID-19 pandemic’s impact on the risk profile of the company’s businesses, including insurance coverages, as well as the impact on the economy and financial markets caused by the pandemic on the company’s investments. The Committee also focused its oversight on risks associated with the legal and regulatory environment shaped by the COVID-19 pandemic.”
Robert B. Allardice III, Committee Chair since 2016
ROLES AND RESPONSIBILITIES
•Reviews and recommends changes to enterprise policies governing managementactivities relating to major risk exposures such as market risk, liquidity and capitalrequirements, insurance risks and climate change.
•Reviews the company's overall risk appetite framework, which includes an enterprise riskappetite statement, risk preferences, risk tolerances, and an associated limitstructure for each of the company's major risks.
•Reviews and recommends changes to financial, investment and riskmanagement guidelines.
•Provides a forum for discussion among management and the entire Board of keyfinancial, investment, and risk management matters.
Among the current director nominees, seven have fewer than five years of service, three have between five and ten years of service, and the remaining two have over ten years of service. The average tenure of the Board nominees is 5.5 years.
DIRECTOR DIVERSITY
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
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
L. De Shon
C. Dominguez
M. Morris (Chair)
T. Roseborough
V. Ruesterholz

MEETINGS IN 2020: 5
“In 2020, the Nominating Committee continued its focus on board composition and effectiveness. As a result of Committee recommendations, the Board appointed Donna James as a director, bringing extensive insurance-industry experience to the Board, while also increasing the representation of women and people of color.”
Michael G. Morris, Committee Chair since 2018
ROLES AND RESPONSIBILITIES
•Advises and makes recommendations to the Board on corporate governancematters.
•Considers potential nominees to robust discussion at meetings. The Nominating Committee considers diversity in the context of the Board as a whole 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 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 added four female directors. In 2016, two became chairs of our Audit Committee and Compensation Committee, significantly increasing female leadership on the Board.
•Makes recommendations on the organization, size and composition of the Boardand its committees.
•Considers the qualifications, compensation and retirement of directors.
•Reviews policies and reports on political contributions.
• Oversees the establishment, management and processes related to environmental, social and governance activities.
2021 Proxy Statement19
BOARD TENURE AND DIVERSITYGOVERNANCE MATTERS
THE BOARD’S ROLE AND RESPONSIBILITIES
BOARD RISK OVERSIGHT
The Board as a whole has ultimate responsibility for risk oversight. We have a formal enterprise Risk Appetite Framework that is reviewed by the Board at least annually and sets forth the company's risk preferences, tolerances, and limits. Throughout 2020 and into 2021, the Board has been focused on the risks arising from the COVID-19 pandemic. As discussed in the letter from our Chairman & CEO and Lead Director on pages 2-3, our leadership team provided weekly updates to the Board on the market, regulatory, underwriting and operational impacts of COVID on the business through the first crest of the pandemic, and the Board increased its regular meeting cadence in that same time period to stay current. The Board’s committees, too, were focused on the risks and challenges arising from the pandemic, including its impact on insurance coverages, investments, and the legal and regulatory environment (FIRMCo); operational and financial impacts (Audit); and impacts on employees (Compensation).
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 chart below provides examples of each committee’s risk oversight responsibilities.
BOARD OF DIRECTORS
directrgenderdiversityp20.jpgAUDIT COMMITTEE
•Financial reporting
•Operational risk
•Cybersecurity
•Legal and regulatory compliance

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
• Compensation programs
• Talent acquisition, retention and development
• Succession planning
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
•Sustainability governance
DIRECTOR ONBOARDING AND ENGAGEMENTThe Audit Committee discusses with management risk assessment and risk management policies. FIRMCo oversees the investment, financial, and risk management activities of the company and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo is also briefed on our risk profile and risk management activities.
All directors are expectedWith respect to invest the time and energy required to gain an in-depth understandingcybersecurity risk oversight, senior members of our businessEnterprise Risk Management, Information Protection and strategy. When newInternal Audit functions provided detailed, regular reports on cybersecurity matters in 2020 (including assessments conducted by, or in conjunction with, third parties) to the full Board; FIRMCo; and the Audit Committee, which oversees controls for the company's major risk exposures, and has principal responsibility for oversight of cybersecurity risk. The topics covered by these reports include The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, 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, 2020.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board met ten times during 2020 and each of the incumbent directors joinattended 75% or more of the Board, they receive materials to familiarize them with The Hartford, its strategy, leadership, financial performance, and governance. In addition, new directors devote multiple days to orientation with senior management. Sessions vary depending onaggregate number of meetings of the areas where the director needs or requests a “deep dive”Board and the committees he or she may be joining, but generally include overviewson which they served. We encourage our directors to attend the Annual Meeting of director responsibilities; eachShareholders, and all directors attended the virtual Annual Meeting of the company’s businesses; financial results; operations and technology; and enterprise risk management. At least one Board meeting each year, typically in September, is devoted entirely to our strategy.Shareholders held on May 20, 2020.
SHAREHOLDER ENGAGEMENT
Our Board members also participate in other company activitiesand management value shareholder views and engage directly with our employees at a variety of eventsshareholders in different ways throughout the year. Recent examples include speakingyear to solicit feedback. Management and our investor relations team routinely speak with analysts and investors at Professional Women’s Networkinvestor conferences and Enterprise Risk Managementother formal events, as well as attendancegroup and one-on-one meetings. In addition, management and our Lead Director engage with shareholders on governance, compensation and sustainability issues to understand their concerns and ensure alignment on our
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BOARD AND GOVERNANCE MATTERS
practices in these areas. In the fall of 2020, management reached out to shareholders representing approximately 57% of shares outstanding and had discussions with shareholders representing approximately 37% of shares outstanding.
What we heard from shareholdersActions taken
Interest in additional transparency on diversity, equity and inclusion metrics and goals
• Released EEO-1 data at the end of the first quarter in 2021
• Adopted clear benchmarks for diverse representation in management
• Expanded existing Board diversity policy to require that candidates with a diversity of race, gender and ethnicity are included in the pool of candidates from which external CEO candidates are considered
Support for existing board composition, refreshment, and evaluation practicesFurther enhanced Board evaluation processes to include triennial assessments of individual directors as part of third-party Board evaluation

TALENT DEVELOPMENT AND SUCCESSION PLANNING
Talent development and succession planning are important parts of the Board’s governance responsibilities. The CEO and independent directors conduct an annual dinnerreview 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. In 2019, we strengthened existing emergency succession plan processes for the CEO. In addition, each year, the Compensation Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to 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 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.
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 twelve times, including in 2020, by The Ethisphere® Institute as one of the “World’s Most Ethical Companies.” We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”). These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct. Directors certify compliance with the Board Code of 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 employees are working on key strategic business priorities and/encouraged to speak up whenever they have an ethics-oriented question or are engaged with our employee resource groups.problem.
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 at an annual meeting. Nominations for director candidates are closed for 2018.2021. To nominate a candidate at our 20192022 Annual Meeting, notice must be received by our Corporate Secretary at the address below by February 15, 201918, 2022 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of our Common Stock.

2018 Proxy Statement19
BOARD AND GOVERNANCE MATTERS

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 shareholder, or group collectively, must have held at least 3% of our Common Stock for three years in order to make a nomination, and may nominate as many as two directors, or a number of directors equal to 20% of the board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 20192022 proxy statement must be received by our Corporate Secretary at the address below no earlier than November 6, 2018October 30, 2021 and no later than December 6, 2018.November 29, 2021.
In each case, submissions must be delivered or mailed to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.
2021 Proxy Statement17
BOARD AND GOVERNANCE MATTERS
COMMITTEES OF THE BOARD
The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee qualify as “independent” under applicable law, the listing standards of the NYSE and our Corporate Governance Guidelines. The current members of the Board, the committees on which they serve and the primary functions of each committee are identified below.
AUDIT COMMITTEE
CURRENT MEMBERS:*
R. Allardice
L. De Shon
K. Mikells (Chair)
M. Morris
G. Woodring
MEETINGS IN 2020:9
“The Audit Committee assessed the financial and operational impacts of the COVID-19 pandemic on the company, including its ability to maintain operations in a remote work environment and its exposure to insured losses arising from the pandemic. The Committee also continued to assess processes and controls over managing the risk of cyber-attacks and conducted deep reviews of the risk and control environment for several lines of business and functional areas."
Kathryn Mikells, Committee Chair since 2019
ROLES AND RESPONSIBILITIES
•Overseesthe integrity of the company's financial statements.
•Oversees accounting, financial reporting and disclosure processes and theadequacy of management’s systems of internal control over financial reporting.
•Oversees the company's relationship with, and performance of, the independent registered public accounting firm, including its qualifications andindependence.
•Oversees 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.
•Discusses with management policies with respect to risk assessment and riskmanagement.
* 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.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
CURRENT MEMBERS:
C. Dominguez
T. Fetter
T. Roseborough
V. Ruesterholz (Chair)
M. Winter

MEETINGS IN 2020:6
“In 2020, the Committee focused substantial attention on understanding the impact of the COVID-19 pandemic and widespread social unrest on our employees, customers and businesses. In addition, the Committee monitored the responsive actions taken by the company to sustain full operations, build on our inclusive culture and expand our Diversity and Inclusion programs. In that context, the Committee carefully reviewed our compensation programs, including 2020 annual incentive funding, and introduced a Diversity and Inclusion measure in the 2021 long-term incentive program.”
Virginia Ruesterholz, Committee Chair since 2016
ROLES AND RESPONSIBILITIES
•Oversees executive compensation and assists in defining an executive totalcompensation policy.
•Works with management to develop a clear relationship between pay levels,performance and returns to shareholders, and to align compensation structurewith objectives.
•Has sole authority to retain, compensate and terminate any consulting firm used toevaluate and advise on executive compensation matters.
•Considers independence standards required by the NYSE or applicable law prior to retaining compensation consultants, accountants, legal counsel or other advisors.
•Reviews annually the diversity of the company’s workforce, the company’s diversity programs, and 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 the CEO.
• Meets annually with a senior risk officer to discuss and evaluate whether incentive compensation arrangements create material risks to thecompany.
•Responsible for compensation actions and decisions with respect tocertain senior executives, as described in theCompensation Discussion and Analysisbeginning on page 36.
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BOARD AND GOVERNANCE MATTERS
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS:
R. Allardice (Chair)
L. De Shon
C. Dominguez
T. Fetter
D. James
K. Mikells
M. Morris
T. Roseborough
V. Ruesterholz
C. Swift
M. Winter
G. Woodring
MEETINGS IN 2020: 5
“In 2020, FIRMCo devoted substantial time to reviewing the COVID-19 pandemic’s impact on the risk profile of the company’s businesses, including insurance coverages, as well as the impact on the economy and financial markets caused by the pandemic on the company’s investments. The Committee also focused its oversight on risks associated with the legal and regulatory environment shaped by the COVID-19 pandemic.”
Robert B. Allardice III, Committee Chair since 2016
ROLES AND RESPONSIBILITIES
•Reviews and recommends changes to enterprise policies governing managementactivities relating to major risk exposures such as market risk, liquidity and capitalrequirements, insurance risks and climate change.
•Reviews the company's overall risk appetite framework, which includes an enterprise riskappetite statement, risk preferences, risk tolerances, and an associated limitstructure for each of the company's major risks.
•Reviews and recommends changes to financial, investment and riskmanagement guidelines.
•Provides a forum for discussion among management and the entire Board of keyfinancial, investment, and risk management matters.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
L. De Shon
C. Dominguez
M. Morris (Chair)
T. Roseborough
V. Ruesterholz

MEETINGS IN 2020: 5
“In 2020, the Nominating Committee continued its focus on board composition and effectiveness. As a result of Committee recommendations, the Board appointed Donna James as a director, bringing extensive insurance-industry experience to the Board, while also increasing the representation of women and people of color.”
Michael G. Morris, Committee Chair since 2018
ROLES AND RESPONSIBILITIES
•Advises and makes recommendations to the Board on corporate governancematters.
•Considers potential nominees to the Board.
•Makes recommendations on the organization, size and composition of the Boardand its committees.
•Considers the qualifications, compensation and retirement of directors.
•Reviews policies and reports on political contributions.
• Oversees the establishment, management and processes related to environmental, social and governance activities.
2021 Proxy Statement19
BOARD AND GOVERNANCE MATTERS
THE BOARD’S ROLE AND RESPONSIBILITIES
BOARD RISK OVERSIGHT
The Board as a whole has ultimate responsibility for risk oversight. We have a formal enterprise Risk Appetite Framework that is reviewed by the Board at least annually and sets forth the company's risk preferences, tolerances, and limits. Throughout 2020 and into 2021, the Board has been focused on the risks arising from the COVID-19 pandemic. As discussed in the letter from our Chairman & CEO and Lead Director on pages 2-3, our leadership team provided weekly updates to the Board on the market, regulatory, underwriting and operational impacts of COVID on the business through the first crest of the pandemic, and the Board increased its regular meeting cadence in that same time period to stay current. The Board’s committees, too, were focused on the risks and challenges arising from the pandemic, including its impact on insurance coverages, investments, and the legal and regulatory environment (FIRMCo); operational and financial impacts (Audit); and impacts on employees (Compensation).
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 chart 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
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
•Sustainability governance
The Audit Committee discusses with management risk assessment and risk management policies. FIRMCo oversees the investment, financial, and risk management activities of the company and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo is also briefed on our risk profile and risk management activities.
With respect to cybersecurity risk oversight, senior members of our Enterprise Risk Management, Information Protection and Internal Audit functions provided detailed, regular reports on cybersecurity matters in 2020 (including assessments conducted by, or in conjunction with, third parties) to the full Board; FIRMCo; and the Audit Committee, which oversees controls for the company's major risk exposures, and has principal responsibility for oversight of cybersecurity risk. The topics covered by these reports include The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, 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, 2020.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board met ten times during 2020 and each of the incumbent directors attended 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 20, 2020.
SHAREHOLDER ENGAGEMENT
Our Board and management value shareholder views and engage with shareholders in different ways throughout the year to solicit feedback. Management and our investor relations team routinely speak with analysts and investors at investor conferences and other formal events, as well as group and one-on-one meetings. In addition, management and our Lead Director engage with shareholders on governance, compensation and sustainability issues to understand their concerns and ensure alignment on our
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practices in these areas. In the fall of 2020, management reached out to shareholders representing approximately 57% of shares outstanding and had discussions with shareholders representing approximately 37% of shares outstanding.
What we heard from shareholdersActions taken
Interest in additional transparency on diversity, equity and inclusion metrics and goals
• Released EEO-1 data at the end of the first quarter in 2021
• Adopted clear benchmarks for diverse representation in management
• Expanded existing Board diversity policy to require that candidates with a diversity of race, gender and ethnicity are included in the pool of candidates from which external CEO candidates are considered
Support for existing board composition, refreshment, and evaluation practicesFurther enhanced Board evaluation processes to include triennial assessments of individual directors as part of third-party Board evaluation

TALENT DEVELOPMENT AND SUCCESSION PLANNING
Talent 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. In 2019, we strengthened existing emergency succession plan processes for the CEO. In addition, each year, the Compensation Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to 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 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.
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 twelve times, including in 2020, by The Ethisphere® Institute as one of the “World’s Most Ethical Companies.” We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”). These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct. Directors certify compliance with the Board Code of 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 employees are encouraged to speak up whenever they have an ethics-oriented question or problem.
POLITICAL ACTIVITIES
The Nominating Committee reviews the company's political and lobbying policies and reports of political contributions annually. As part of our Code of Ethics and Business Conduct, we do not make 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, 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. In light of events in early 2021, the PACs decided to pause political contributions to all federal candidates through the end of March. During this time we are reviewing our contribution criteria and processes, and considering potential changes and enhancements. Our website includes information on: (1) contributions made by The Hartford's PACs; (2) our policy on corporate contributions for political purposes; and (3) annual dues, assessments and contributions of $25,000 or more to trade associations and coalitions. To learn more, please access our 2020 Political Activities Report, at https://ir.thehartford.com/corporate-governance/political-engagement.
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BOARD AND GOVERNANCE MATTERS
SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Fostering and safeguarding human achievement has been our business for over two hundred years, and sustainability considerations are integral to our strategy. We recognize that people want to work for, invest in, and buy from an organization that shares their values. Our sustainability efforts address environmental, social and governance ("ESG") impacts as highlighted in four key areas:
ENVIRONMENTSOCIALGOVERNANCE
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As an insurance company, we understand the risks that environmental challenges present to people and communities. As stewards of the environment, we are committed to mitigating climate change and reducing our carbon footprint incrementally each year.We help individuals and communities prevail by building safe, strong and successful neighborhoods through targeted philanthropic investments, by partnering with like-minded national and local organizations, and by harnessing the power of our more than 18,500 employees to engage in their communities.We are committed to building an inclusive and engaging culture where people are respected for who they are, recognized for how they contribute and celebrated for growth and exceptional performance. We value the diversity of our employees' skills and life experiences and invest deeply in their development so they can deliver on our strategy and propel our company forward.We believe that doing the right thing every day is core to our character, and we are proud of our reputation for being a company that places ethics and integrity above all else.
We have a proud history of uncompromising commitment to sustainability, delivering on an ESG strategy built around measurable goals and actions intended to both create long-term shareholder value and contribute positively to society at large. We continue to make progress on ESG matters, which in 2020 included the following highlights:
•Continuing to increase transparency in our sustainability-related disclosures by:
◦Publishing our first Task Force on Climate-related Financial Disclosures (TCFD) report, a global standard for helping investors understand the most material climate-related risks a company faces and how it manages those risks, and
◦Developing our first Sustainability Accounting Standards Board (SASB) report to be published in 2021, communicating financially-material sustainability information to stakeholders;
•Donating $1 million in support of organizations combating the COVID-19 crisis including the Centers for Disease Control and Prevention Foundation Emergency Response Fund, the Center for Disaster Philanthropy COVID-19 Response Fund, Hartford Foundation for Public Giving COVID-19 Community Fund, and Feeding America;
•Selecting two employees to participate in the CEO Action for Racial Equity Public Policy Fellowship to work on public policy issues in the areas of health care, education, economic empowerment and public safety, in support of social justice; and
•Achieving gender pay equity and driving toward our other published 2022 sustainability goals to achieve top quartile industry representation in leadership roles for women and people of color, reduce greenhouse gas emissions by at least 2.1% each year, and positively impact the lives of 10 million people through our philanthropic programs.
To learn more, please access our Sustainability Highlight Report, which presents our sustainability goals and provides data on our sustainability practices and achievements, and our Global Reporting Initiative (GRI) Standards Response, which offers greater detail on our sustainability activities at: https://www.thehartford.com/about-us/corporate-sustainability.
ESG Governance
Under our Corporate Governance Guidelines, the full Board has oversight responsibility for The Hartford's corporate reputation and ESG activities. The Board receives a "deep dive" report on at least one ESG topic annually. The 2020 briefing provided a progress report of the company's actions in three priority areas: climate change and environmental stewardship, pay equity and representation, and data protection and customer privacy.
In addition to the Board's oversight responsibility of substantive ESG topics, the Nominating Committee retains oversight of the governance framework and processes related to ESG activities. This includes oversight of the company's Sustainability Governance Committee, a management committee comprised of senior leaders from across the enterprise that sets and helps drive execution of the company's sustainability strategy. The Sustainability Governance Committee meets at least four times each year and reports to the full Board at least annually. In 2020, the Sustainability Governance Committee met four times.
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DIRECTOR COMPENSATION
We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the 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 2017-20182019-2020 Board service year, non-management directors received ana $100,000 annual cash retainer of $100,000 and a $160,000 annual equity grant of restricted stock units (“RSUs”). In September 2019, following a market assessment, the Board increased the annual cash retainer to $110,000 and the annual equity grant to $180,000 for the 2020-2021 Board service year, the first such increase since 2014.
ANNUAL CASH FEES
Cash compensation for the 2017-20182020-2021 Board service year beginning on May 17, 2017,20, 2020, the date of the 20172020 Annual Meeting of Shareholders, and ending on May 16, 2018,19, 2021, the date of the 20182021 Annual Meeting, is set forth below. In October 2016, following a market assessment,Directors may elect to defer all or part of the annual Board increased the Nominatingcash retainer and any Committee Chair retainer from $10,000 to $15,000 and theor Lead Director cash retainer from $25,000into RSUs, to $35,000 to bring both retainers to market median levels effective forbe distributed as common stock following the 2017-2018end of the director’s Board service year.
service.
Annual Cash Compensation(1)
Director Compensation Program
Annual Retainer$100,000110,000
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
$15,000 – Nominating Committee
Lead Director Retainer$35,000
Talcott Resolution Board Working Group Stipend(2)
$10,00040,000
(1)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.
(2)An annual amount paid to a group of directors dedicated to discussing with management risks and mitigation strategies related to Talcott Resolution, the company’s runoff life insurance and annuity businesses; an agreement to sell this business was signed in December 2017.
ANNUAL EQUITY GRANT
In 2017,2020, directors received an annual equity grant of $160,000,$180,000, payable solely in RSUs pursuant to The Hartford 20142020 Stock Incentive Stock Plan. Directors may not sell, exchange, transfer, pledge, or otherwise dispose of the RSUs.
The RSUs vest and are 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. 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 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 special circumstances where the Compensation 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 Lead Director responsibilities). All directors with at least three years of Board service met the stock ownership guidelines as of December 31, 2017.2020.
Our insider trading policy prohibits all hedging activities by directors, 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 with the SEC of our periodic reports on Forms 10-K and 10-Q, and following(b) a determination by the company 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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BOARD AND GOVERNANCE MATTERS

DIRECTOR SUMMARY COMPENSATION TABLE
We paid the following compensation to directors for the fiscal year ended December 31, 2017.2020.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)		Total
($)
Robert Allardice135,000 180,000 2,971 317,971 
Larry D. De Shon(3)
135,000 220,000 1,184 356,184 
Carlos Dominguez110,000 180,000 1,291 291,291 
Trevor Fetter150,000 180,000 1,291 331,291 
Kathryn A. Mikells145,000 180,000 1,015 326,015 
Michael G. Morris130,000 180,000 2,971 312,971 
Teresa W. Roseborough110,000 180,000 1,291 291,291 
Virginia P. Ruesterholz135,000 180,000 1,015 316,015 
Matthew E. Winter(3)
135,000 220,000 1,172 356,172 
Greig Woodring110,000 180,000 2,023 292,023 
Name
Fees Earned or
Paid in Cash
($)(1)

 
Stock Awards
($)(2)

 
All Other
Compensation
($)

 
Total
($)

Robert Allardice(3)
135,000
 160,000
 2,767
 297,767
Trevor Fetter135,000
 160,000
 811
 295,811
Stephen P. McGill(4)
41,700
 —
 312
 42,012
Kathryn A. Mikells100,000
 160,000
 271
 260,271
Michael G. Morris100,000
 160,000
 2,767
 262,767
Thomas Renyi100,000
 160,000
 2,767
 262,767
Julie G. Richardson(3)
135,000
 160,000
 571
 295,571
Teresa W. Roseborough100,000
 160,000
 811
 260,811
Virginia P. Ruesterholz(3)
135,000
 160,000
 811
 295,811
Charles B. Strauss(3)
125,000
 160,000
 2,767
 287,767
H. Patrick Swygert100,000
 160,000
 2,767
 262,767
Greig Woodring(4)
41,700
 —
 344
 42,044
(1)Directors Fetter, Mikells and Renyi each elected to receive vested RSUs in lieu of cash compensation. Ms. Richardson elected to receive vested RSUs in lieu of $125,000 of her cash compensation; the remaining $10,000 stipend was paid to her in cash. 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, 2017.
(3)A $10,000 stipend for service in the Talcott Resolution Board Working Group was paid to directors Allardice, Richardson, Ruesterholz and Strauss. This stipend cannot be deferred.
(4)Mr. McGill and Mr. Woodring each received a pro-rated annual cash retainer of $41,700 upon their appointment to the Board on December 20, 2017.

(1)Directors Fetter, Mikells and Morris each elected to receive vested RSUs in lieu of cash compensation. Mr. De Shon and Mr. Winter each received a pro-rated annual cash retainer of $25,000 upon their appointment to the Board on February 19, 2020 and February 24, 2020, respectively; Mr. Winter elected to receive this amount in 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, 2020.
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BOARD AND GOVERNANCE MATTERS

(3)Mr. De Shon and Mr. Winter each received a pro-rated restricted stock unit award valued at $40,000 on February 25, 2020, the first day of the company’s scheduled trading window following the filing of the company’s 2019 annual report on Form 10-K. The number of RSUs subject to the award was determined by dividing the grant value of $40,000 by $55.27, the closing market price per share of The Hartford common stock on the grant date. These awards fully vested on May 20, 2020, the last day of the 2019-2020 Board year.
DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY
The following table shows the number and value of unvested equity awards outstanding as of December 31, 2017.2020. The value of these unvested awards is calculated using a market value of $56.28,$48.98, the NYSE closing price per share of our common stock on December 29, 2017.31, 2020. The numbers have been rounded to the nearest whole dollar or share.
Stock Awards(1) 
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 ($)
Name
Stock
Grant Date(2)
Number
of Shares or
Units of Stock
That Have Not
Vested (#)(3) 
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
Robert Allardice 7/31/2017 2,921
 164,394
Robert Allardice 8/3/20204,352 213,161 
Larry D. De ShonLarry D. De Shon8/3/20204,352 213,161 
Carlos DominguezCarlos Dominguez8/3/20204,352 213,161 
Trevor Fetter 7/31/2017 2,921
 164,394
Trevor Fetter8/3/20204,352 213,161 
Stephen P. McGill(4)
— —
 —
Kathryn A. Mikells 7/31/2017 2,921
 164,394
Kathryn A. Mikells8/3/20204,352 213,161 
Michael G. Morris 7/31/2017 2,921
 164,394
Michael G. Morris 8/3/20204,352 213,161 
Thomas Renyi 7/31/2017 2,921
 164,394
Julie G. Richardson 7/31/2017 2,921
 164,394
Teresa W. Roseborough 7/31/2017 2,921
 164,394
Teresa W. Roseborough 8/3/20204,352 213,161 
Virginia P. Ruesterholz 7/31/2017 2,921
 164,394
Virginia P. Ruesterholz 8/3/20204,352 213,161 
Charles B. Strauss 7/31/2017 2,921
 164,394
H. Patrick Swygert 7/31/2017 2,921
 164,394
Greig Woodring(4)
— —
 —
Matthew E. WinterMatthew E. Winter8/3/20204,352 213,161 
Greig WoodringGreig Woodring8/3/20204,352 213,161 
(1)Additional stock ownership information is set forth in the beneficial ownership table on page 63.
(2)The RSUs were granted on July 31, 2017, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2017.
(3)The number of RSUs of each award was determined by dividing $160,000 by $55.00, the closing price of our common stock as reported on the NYSE on the date of the award. The RSUs will vest on May 16, 2018, 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, Renyi and Richardson have made elections to defer distribution of 100% of their RSU award.
(4)Mr. McGill and Mr. Woodring each received a pro-rated restricted stock unit award valued at $66,700 on February 27, 2018, the first day of the Company’s scheduled trading window following the filing of the Company’s 2017 year-end report on Form 10-K. The number of RSUs subject to the award was determined by dividing the grant value ($66,700) by the closing market price per share of The Hartford common stock on the grant date of February 27, 2018. These awards will fully vest on the last day of the 2017-2018 Board year. Mr. McGill has elected to defer receipt of his RSU award until the end of his Board service.

(1)Additional stock ownership information is set forth in the beneficial ownership table on page 69.
(2)The RSUs were granted on August 3, 2020, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2020.
(3)The number of RSUs for each award was determined by dividing $180,000 by $42.00, 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 19, 2021, 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 Fetter, Mikells, Morris and Winter have made elections to defer distribution of 100% of their RSU award.
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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 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 2017.2020.
COMMUNICATING WITH THE BOARD
Shareholders and other interested parties may communicate with directors by contacting Donald C. Hunt, Vice President and Corporate Secretary of The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. The 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 internetBy telephoneBy mail
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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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2021 Proxy Statement25
BOARD AND GOVERNANCE MATTERS

DIRECTOR NOMINEES
Twelve 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 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 / QualificationRelevance to The Hartford
LeadershipExperience 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 IndustriesExtensive experience in the insurance and financial services industries 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 GovernanceAn understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests.
Risk ManagementRisk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.
Finance and AccountingFinance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.
Business Operations and Strategic PlanningAn 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.
RegulatoryAn understanding of laws and regulations is important because we operate in a highly regulated industry and we are directly affected by governmental actions.
Talent ManagementWe 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 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 directors bring to the Board that are important to the oversight of The Hartford are identified and described below.


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ROBERT B. ALLARDICE, III
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Age: ROBERT B. ALLARDICE, III71INDEPENDENT
Professional highlights:
•Consultant to Chairman of Supervisory Board, Deutsche Bank (2002-2006)
• Regional Chief Executive Officer of North and South America, Advisory Director, Deutsche Bank Americas Holding Corp. (1994-1999)
• Consultant, Smith Barney (1993-1995)
• Founder of Merger Arbitrage Department, Chief Operating Officer of Equity Department, Founding member of Finance Committee, Morgan Stanley & Company (1974-1993)
Director since: 2008
IndependentAge: 74
Committees:Audit; Finance,Investment and Risk Management
• Audit
• FIRMCo (Chair)
Other Public Company Directorships:public company directorships:
•Ellington Residential Mortgage REIT (2013-present);
•GasLog Partners LP (2014-present)(2014-Jan. 2021)
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Mr. Allardice has served as a senior leader for multiple large, complex financial institutions, including as regional chief executive officer of Deutsche Bank Americas Holding Corporation, North and South America. He brings to the Boardprovides over 35 years of experience in the financial services industry, including at the senior executive officer level. His experience leading capital markets-based businesses is relevant to the oversight of our investment management company and corporate finance activities. In addition, Mr. Allardice has experience in a highly regulated industry, including interfacing with regulators and establishing governance frameworks relevant to the oversight of our business. He has extensive corporate governance experience from service as a director and audit committee member for several large companies, including seven years as Chairman of the Board'sThe Hartford's Audit Committee.
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LARRY D. DE SHONINDEPENDENT
Professional highlights:
• Avis Budget Group, Inc.
–President (2017-2019)
–Chief Executive Officer and Chief Operating Officer (2016-2019)
–President and Chief Operating Officer (Oct. 2015-Dec. 2015)
–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)
Director since: 2020
Age: 61
Committees:
• Audit
• FIRMCo
• Nominating
Other public company directorships:
•Avis Budget Group, Inc. (2015-2019)

Skills and 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.
2021 Proxy Statement27
CARLOS DOMINGUEZBOARD AND GOVERNANCE MATTERS
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Age:CARLOS DOMINGUEZ 59INDEPENDENT
Professional highlights:
• Sprinklr Inc.
–Vice Chairman of the Board and Lead Evangelist (2020-present)
–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
Independent
Committees:Age: Finance, Investment and Risk Management;62
Committees:
• Compensation
• FIRMCo
• Nominating and Corporate Governance
Other Public Company Directorships:public company directorships:
•PROS Holdings, Inc. (2020-present)
•Medidata Solutions, Inc. (2008-present)(2008-2019)
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Mr. Dominguez has more than 30 years of enterprise technology experience. He brings to the Boardprovides extensive and relevant digital expertise as the companyThe Hartford focuses on data analytics and digital capabilities to continuously improve the way it operates and delivers value to customers. As president and chief operating officerPresident of Sprinklr Inc., Mr. Dominguez guidesguided strategic direction and leadsled 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 chairmanChairman and CEO of Cisco Systems, Inc. In this role, Mr. Dominguez engaged with senior executives 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, thatwhich delivered innovation content to Cisco employees globally.

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26www.thehartford.com
BOARD AND GOVERNANCE MATTERS

TREVOR FETTER
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Age:TREVOR FETTERINDEPENDENT — LEAD DIRECTOR
Professional highlights:
• Senior Lecturer, Harvard Business School (Jan. 2019-present)
• Tenet Healthcare Corporation
– 58Chairman (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
Independent
Committees:Age: 61
Committees:
• Compensation and Management Development; Finance, Investment and Risk Management
• FIRMCo
Other Public Company Directorships:public company directorships:
•Tenet Healthcare Corporation (2003-2017)
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Mr. Fetter has nearly two decades of experience as chief executive officer of multiple publicly-tradedpublicly traded companies. He has demonstrated his ability to lead the management, strategy and operations of complex organizations. As a Senior Lecturer at Harvard Business School, he teaches leadership and corporate accountability and financial reporting and control. He brings to the Boardprovides 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. He has experience navigating complex regulatory frameworks as the president and chief executive officer of a highly-regulated, publicly-tradedpublicly traded healthcare company. In addition,Since 2017, Mr. Fetter serveshas 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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STEPHEN P. McGILL
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Age:
60
Director since: 2017
Independent
Committees: Compensation and Management Development; Finance, Investment and Risk Management
Other Public Company Directorships:
None
Skills and Qualifications Relevant to The Hartford:
Mr. McGill has over 25 years of insurance industry experience. With his deep understanding of the insurance industry, Mr. McGill brings significant and relevant risk management, regulatory and business expertise to the Board. As the leader of an international risk management and reinsurance brokerage, Mr. McGill is able to provide the Board with insights into complex distribution channels, what it takes to succeed in the marketplace, and profitably grow the company’s businesses. In addition, Mr. McGill brings an international perspective to the Board. He serves on the International Advisory Board of British American Business, and is past president of the Insurance Institute of London. In 2014, Mr. McGill was awarded a Commander of the British Empire (CBE) by Queen Elizabeth II in recognition for his exceptional service to the insurance industry and also for humanitarian services.


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282018 Proxy Statement27www.thehartford.com
BOARD AND GOVERNANCE MATTERS

KATHRYN
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DONNA A. MIKELLSJAMES INDEPENDENT
Professional highlights:
• 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: 2021
Age: 63
Committees:
• FIRMCo
Other public company directorships:
•Boston Scientific, Inc. (2015-present)
•L Brands, Inc. (2003-present)
•Marathon Petroleum (2011-2018)
•Time Warner Cable (2009-2016)

Skills and 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.




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Age:KATHRYN A. MIKELLS 52INDEPENDENT
Professional highlights:
• Chief Financial Officer, Diageo plc (2015-present)*
• 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)
Director since:2010
IndependentAge: 55
Committees:Audit; Finance,Investment and Risk Management
• Audit (Chair)
• FIRMCo
Other Public Company Directorships:public company directorships:
•Diageo plc (2015-present)
Skills and Qualifications Relevantqualifications 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. 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. Ms. Mikells brings to the Boardprovides strong management and transformational skills, demonstrated during ADT’s successful transition into an independent company, as well as significant mergers and acquisitions experience acquired through the sale of NacloNalco to Ecolab and the merger of United Airlines with Continental Airlines. She has demonstrated risk management skills as a leader responsible for financial and corporate planning for domestic and international organizations. In addition, Ms. Mikells has strong talent development skills acquired through years of leading global finance divisions.

mikellsfinal.jpg*Ms. Mikells is expected to leave her role at Diageo at the end of June 2021.


2021 Proxy Statement29
MICHAEL G. MORRISBOARD AND GOVERNANCE MATTERS
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Age: MICHAEL G. MORRISINDEPENDENT
Professional highlights:
• American Electric Power Company, Inc.
–71Non-Executive Chairman (2012-2014)
–Chairman, President and Chief Executive Officer (2004-2011)
• Chairman, President and Chief Executive Officer, Northeast Utilities (1997-2003)

Director since: 2004
IndependentAge: 74
Committees:Audit; Finance,Investment and Risk Management;
• Audit
• FIRMCo
• Nominating and Corporate Governance(Chair)
Other Public Company Directorships:public company directorships:
•Alcoa Corporation (2002-present);
•American Electric Power Company, Inc. (2004-2014);
•L Brands, Inc. (2012-present);
• Spectra Energy Corp. (2013-2017);
•Spectra Energy Partners GP, LLC (2017-present)(2017-2018)
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Mr. Morris has over two decades of experience as chief executive officer and president of multiple publicly-tradedpublicly traded companies in the highly regulated energy industry. He brings to the Board significant experience as a senior leader responsible for the strategic direction and management of complex business operations. In addition, he has experience overseeing financial matters in his roles as chairman, president and CEO of AEP, and as chairman, president and CEO of Northeast Utilities. He has proven skills interacting with governmental and regulatory agencies acquired through years of leading various multi-national organizations in the energy and gas industries, 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. In addition, heMr. Morris has corporate governance expertise from service as a director and member of the audit, compensation, finance, risk management and nominating/governance committees of various publicly-tradedpublicly traded companies.
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28www.thehartford.com
BOARD AND GOVERNANCE MATTERS

THOMAS A. RENYI
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Age: 72
Director since: 2010
Independent
Committees:Compensation andManagement Development; Finance,Investment and Risk Management
Other Public Company Directorships:
Public Service Enterprise Group(2003-present); Royal Bank of Canada(2013-present)
Skills and Qualifications Relevant to The Hartford:
Mr. Renyi has 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. As a senior leader of complex financial services companies, Mr. Renyi managed operations, set strategic direction, and led the successful integration initiatives related to two major mergers. Mr. Renyi brings to the Board 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. He also has corporate governance expertise from service as chairman and director of large, public financial services companies.
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JULIE G. RICHARDSON
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Age: 54
Director since: 2014
Independent
Committees:Audit (Chair); Finance,Investment and Risk Management
Other Public Company Directorships:
Stream Global Services, Inc. (2009-2012); VEREIT, Inc. (2015-present); Yext, Inc. (2015-present); Arconic Inc. (2016-2018); UBS Group AG (2017-present)
Skills and Qualifications Relevant to The Hartford:
Ms. Richardson has over 25 years of financial services experience as a banker and investment professional at some of the world’s largest financial services firms. Previously, she led management of Providence Equity Partners' New York Office as partner and headed JPMorgan's Global Telecommunications, Media and Technology group. In these roles, Ms. Richardson demonstrated skills leading and managing large, global teams. Ms. Richardson has significant experience in financial analysis and capital markets acquired as a senior leader at global financial services institutions. She also has extensive risk management skills acquired through a long and distinguished career as a leader in both private and public financial investment organizations.
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2018 Proxy Statement29
BOARD AND GOVERNANCE MATTERS

TERESA WYNN ROSEBOROUGH
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Age:TERESA WYNN ROSEBOROUGH 59INDEPENDENT
Professional highlights:
• Executive Vice President, General Counsel and Corporate Secretary, The Home Depot (2011-present)
• Senior Chief Counsel Compliance & Litigation and Deputy General Counsel, MetLife, Inc. (2006-2011)
• Partner, Sutherland, Asbill & Brennan LLP (1996-2006)
• Deputy Assistant Attorney General, Office of Legal Counsel, U.S. Department of Justice (1994-1996)
Director since: 2015
IndependentAge: 62
Committees:
• Compensation andManagement Development; Finance,Investment and Risk Management;
• FIRMCo
• Nominating and Corporate Governance
Other Public Company Directorships:public company directorships:
•None
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Ms. Roseborough has over two decades of experience as a senior legal advisor in government, law firm and corporate settings. 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. She brings to the Boardprovides extensive regulatory experience acquired as a government attorney providing legal counsel to the White House and all executive branch agencies, as well as corporate governance expertise from service as General Counsel and Corporate Secretary of a publicly-traded company. Ms. Roseborough also has in depthin-depth knowledge of the financial services industry gained through senior legal positions at MetLife, Inc., a major provider of insurance and employee benefits.

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30www.thehartford.com
VIRGINIA P. RUESTERHOLZBOARD AND GOVERNANCE MATTERS
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Age:VIRGINIA P. RUESTERHOLZ 56INDEPENDENT
Professional highlights:
• Verizon Communications, Inc.
–Executive Vice President (Jan. 2012-Jul. 2012)
–President, Verizon Services Operations (2009-2011)
–President, Verizon Telecom (2006-2008)
–President, Verizon Partner Solutions (2005-2006)
• Positions of increasing responsibility in operations, sales and customer service, New York Telephone (1984-2005)
Director since: 2013
IndependentAge: 59
Committees:
• Compensation andManagement Development (Chair); Finance,Investment and Risk Management;
• FIRMCo
• Nominating and Corporate Governance
Other Public Company Directorships:public company directorships:
Frontier Communications• Corporation (2013-present); Bed Bath & Beyond Inc. (2017-present)
•Frontier CommunicationsCorporation (2013-2019)
Skills and Qualifications Relevantqualifications 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. 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 led an organization with over 25,000 employees. Ms. Ruesterholz brings to the Boardprovides vast experience in large-scale operations, including sales and marketing, customer service, technology and risk management. Ms. 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.

Technology where she served as Chairman of the Board from 2013-2018.
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30www.thehartford.com
BOARD AND GOVERNANCE MATTERS

CHRISTOPHER J. SWIFT
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Age:CHRISTOPHER J. SWIFT — CHAIRMAN
Professional highlights:
• The Hartford Financial Services Group, Inc.
57–Chairman (2015-present)
–Chief Executive Officer (2014-present)
–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 Vice President, Conning Asset Management, General American Life Insurance Company (1997-1999)
• KPMG, LLP
–Partner (1993-1997)
–Auditor (1983-1993)
Director since: 2014
Committees: Age:Finance, 60Investment and Risk Management
Committees:
• FIRMCo
Other Public Company Directorships:public company directorships:
None•Citizens Financial Group, Inc. (Feb. 2021-present)
Skills and Qualifications Relevantqualifications relevant to The Hartford:
Mr. Swift has over 30 years of experience in the financial services industry, with a focus on insurance. 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 positions, senior leadership and strategic opportunities and challenges. Mr. Swift leads the execution of our strategy, directs capital management actions and strategic investments, and oversees the continuous strengthening of the company’s leadership pipeline. As CFO,In his prior role as The Hartford's Chief Financial Officer, he led the team that developed the company’s go-forward strategy. He is a certified public accountant with experience working at a leading international accounting firm, including serving as head of its Global Insurance Industry Practice.
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2021 Proxy Statement31
GREIG WOODRINGBOARD AND GOVERNANCE MATTERS
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MATTHEW E. WINTER INDEPENDENT
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: 64
Committees:
• Compensation
• 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.




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Age:GREIG WOODRING 66INDEPENDENT
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
Committees:Age: Audit; Finance, Investment and Risk Management69
Committees:
• Audit
• FIRMCo
Other Public Company Directorships:public company directorships:
•Reinsurance Group of America, Incorporated (1993-2016);
•Sun Life Financial Inc. (Jan. - April 2017)
Skills and Qualifications Relevantqualifications 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 as chairmanChairman of the International Insurance Society, and is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. 

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322018 Proxy Statement31www.thehartford.com


AUDIT MATTERS
ITEM 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
checkboxa01.jpg The Board recommends that shareholders vote “FOR”the ratification of the appointment of Deloitte & ToucheLLP as our independent registered public accounting firmfor the fiscal year ending December 31, 2018
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, 2018.2021. 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 2018,2021, the Audit Committee carefully considered, among other items:
•the 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 The appropriateness of D&T’s fees for audit and non-audit services.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, in conjunction with the mandatedwhen a rotation of the audit firm’s lead engagement partner is mandated, the Audit Committee and its chairpersonchair 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” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table presents fees for professional services provided by D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) for the years ended December 31, 20172020 and 2016.
2019.
Year Ended December 31, 2017
 Year Ended December 31, 2016
 Year Ended December 31, 2020Year Ended December 31, 2019
Audit fees$13,881,000
 $14,457,000
Audit fees$11,151,000 $11,668,000 
Audit-related fees(1)
$1,356,000
 $591,000
Audit-related fees(1)
$1,099,000 $1,620,000 
Tax fees(2)
$184,000
 $474,000
Tax fees(2)
$102,000 $316,000 
All other fees(3)
$—
 $69,000
All other fees(3)
$35,000 $123,000 
Total$15,421,000
 $15,591,000
Total$12,387,000 $13,727,000 
(1)Fees for the years ended December 31, 2017 and 2016 principally consisted of procedures related to regulatory filings and acquisition or divestiture related services.
(2)Fees for the years ended December 31, 2017 and 2016 principally consisted of tax compliance services.
(3)Fees for the year ended December 31, 2016 consisted of a benchmarking survey.
(1)Fees for the years ended December 31, 2020 and 2019 principally consisted of procedures related to regulatory filings, acquisition or divestiture related services and internal control related services.
(2)Fees for the years ended December 31, 2020 and 2019 principally consisted of tax compliance services.
(3)Fees for the year ended December 31, 2020 and 2019 pertain to permissible services not related to financial reporting.
The Audit Committee reviewed the non-audit services provided by the Deloitte Entities during 20172020 and 20162019 and concluded that they were compatible with maintaining the Deloitte Entities’ independence.

32www.thehartford.com
2021 Proxy Statement33
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 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 Chair the authority to address any requests for pre-approval of services between Audit Committee meetings, up to a maximum of $100,000. The Chair must report any pre-approvals to the full Audit Committee at its next scheduled meeting.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee currently consists of sixfive independent directors, each of whom is “financially literate” within the meaning of the listing standards of the NYSE. Directors Richardson, Allardice, Mikells, MorrisNYSE and Strauss arean “audit committee financial experts”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. Deloitte & Touche LLP (“D&T”), our independent registered public accounting firm for 2017,2020, 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, 2017.2020.
In this context, the Audit Committee has:
(1)reviewed and discussed the audited financial statements for the year ended December 31, 2017 with management;
(2)discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, 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.
(1)    Reviewed and discussed the audited financial statements for the year ended December 31, 2020 with management;
(2)    Discussed with D&T the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“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, 20172020 for filing with the SEC.
Report Submitted: February 21, 201818, 2021
Members of the Audit Committee:
Julie G. Richardson,Kathryn A. Mikells, Chair
Robert B. Allardice, III
Kathryn A. MikellsLarry De Shon
Michael G. Morris
Charles B. Strauss
Greig Woodring

342018 Proxy Statement33www.thehartford.com


COMPENSATION MATTERS
ITEM 3
ADVISORY APPROVAL OF 20172020 COMPENSATION OF NAMED EXECUTIVE OFFICERS
checkboxa02.jpgThe Board recommends that shareholders vote “FOR” thebelow resolution to approve our compensation of namedexecutive officers as disclosed in theCompensation Discussionand Analysis, the compensation tables and the narrativediscussion contained in this proxy statement.
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 35,36, 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 while maintaining a commitment to the company’s ethics and values, (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 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 above resolution to approve our compensation of named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.


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2021 Proxy StatementCOMPENSATION MATTERS35

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 MutualHartford Funds segmentbusiness who have an independent compensation program (collectively, “Senior Executives”).
NameTitle
Christopher SwiftChairman and Chief Executive Officer
Beth BombaraCostelloExecutive Vice President and Chief Financial Officer
Douglas ElliotPresident
William BloomExecutive Vice President, Claims, Operations, Technology and Data & Analytics
David RobinsonExecutive Vice President and General Counsel
Brion JohnsonFormer Executive Vice President and Chief Investment Officer; Former President of HIMCO and Talcott Resolution
William BloomExecutive Vice President, Operations, Technology & Data
Robert RuppFormer Executive Vice President and Chief Risk Officer

EXECUTIVE SUMMARY
PERFORMANCE HIGHLIGHTSSTRATEGIC PRIORITIES
2017 Financial ResultsThe Hartford’s strategy focuses on realizing the full potential of our product capabilities and underwriting expertise, becoming an easier company to do business with, and attracting, retaining and developing the talent needed for long-term success. The company endeavors to expand its insurance product offerings and distribution and capitalize on the strength of its brand. The company is also working to increase efficiencies through investments in technology.

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In 2017, in the face2020, we were focused on increasing shareholder value through a number of a competitive marketinitiatives and historically high industry catastrophe losses, The Hartford delivered very strong business results. In addition, we achieved several major accomplishments including an agreement to sell Talcott Resolution, our life and annuity run-off business;investments:
•Integrating the acquisition of Aetna Inc.'s U.S. group lifeNavigators Group successfully, and disability business;maximizing our combined potential by deepening our distribution relationships, capitalizing on a broader product portfolio and meeting a wider array of customer needs.
•Increasing the speed and ease of our interactions and business processes through data, digital technology and voice of customer, including expanded use of robotics and continued enhancements to underwriting and quoting platforms.
•Continuing investment in new products and business models such as Spectrum, our next-generation package offering for small businesses, which offers customers tailored coverage recommendations as well as the ability to customize their own coverage, including real-time quote pricing. We are investing to maintain market leadership in small commercial as existing competitors and new entrants increase their focus on this business. Through a planned roll out of new automobile and homeowners insurance products for AARP members, we are investing in our Personal Lines segment to return that business to top line growth.
•Improving the employee experience by investing in our workforce and striving to attract, retain and develop the best talent in the industry, enhance our industry-leading position in diversity and inclusion, and sustain our ethical culture. We see the benefits of this commitment in our sustained top-decile employee engagement scores.
•Becoming more cost efficient and competitive along with enhancing the experience we provide to agents and customers through an operational transformation and cost reduction plan we commenced in July 2020 called Hartford Next. Relative to 2019, we expect to achieve a reduction in annual insurance operating costs and other expenses of approximately $500 million by 2022, reducing the Property & Casualty ("P&C") expense ratio by 2.0 to 2.5 points, the Group Benefits expense ratio by 1.5 to 2.0 points and the transfer of 29% of our outstanding pension liabilities to Prudential Financial, Inc.claims expense ratio by approximately 0.5 points.



36www.thehartford.com
Announced Agreement to Sell Talcott ResolutionAcquired Aetna's U.S. Group Life and Disability BusinessCOMPENSATION MATTERS






Reduced Pension Liabilities by $1.6 Billion
NAVIGATING THE CHALLENGES AND OPPORTUNITIES OF 2020
•  Sale will completeThe COVID-19 pandemic and the increased focus on racial inequity in the U.S. greatly affected our exitemployees, customers, communities and shareholders. In the face of individual lifethese challenges, the company took the following actions to support all of our stakeholders:
Ensuring Business Resiliency and annuity run-off business

Employee Health, Safety & Well-being
•  ExpectedPrevious technology investments enabled approximately 95% of in-office staff to improve future return on equity ("ROE") and earnings growth profile and enhance financial flexibilityimmediately go remote

• Provides $2.7 billion of value to shareholders

•  Resulted in a net loss on discontinued operations of approximately $2.9 billion

•Provided additional benefits and support services to employees Makes us the second largest group life(e.g., free COVID testing, telehealth visits, weekly self-care guidance and disability insurer in the U.S.remote work transition support)(1)

•  Increases operating scaleImplemented appropriate safety measures (e.g., masks, distancing protocols, contact tracing and enhances analytical and claims capabilitiesenhanced cleaning)

•  Included industry-leading claims and administration technology, which will enhance the experience we deliver to customersIncreased focus on mental health

Offering Customer Support
•  Enhances The Hartford's distribution footprintInstituted a

•moratorium on cancellation Reduces our long-term pension obligationsof policies for non-payment of premium through May 31, 2020 and exposure to potential future volatility

• Entrusts the pension benefits of approximately 16,000 former employees to a highly-rated, experienced retirement benefits provider in the industrywaived late fees

•  Ensured uninterrupted serviceProvided billing accommodations, including offering installment payment plans and processingdeferred installment billing

•  ResultedFacilitated mid-term endorsements to commercial policies to adjust for changes in risk, reflecting reductions in payroll, revenue, sales and miles driven
•Provided personal auto insurance customers a $48815% refund on April, May and June premiums
•Provided leniency in enforcement of certain policy provisions (e.g., claim notice requirements and vacancy provisions)
Giving to Communities
•Donated $1 million charge after taxto national and local organizations focused on the pandemic
•Donated $1.5 million to aid in the recovery efforts to support U.S. small businesses – 50% of funding benefited diverse-owned businesses
•Matched hospitals across the country with local restaurants to sponsor meals for their front-line workers
•Supported more than 2,500 of our small business customers across the country by making multiple holiday shopping guides and an internal shopping directory available to our 18,500 employees
•Live-streamed fire safety and prevention education to more than 51,000 students, educators and parents in 750 cities and towns across the country as part of The Hartford’s first-ever National Junior Fire Marshal Day
•Provided adaptive fitness kits to 750 individualswith physical disabilities to enable exercise and physical activity at home
Reinforcing our Support for Racial Equity
•Utilized established courageous conversation framework and brand messaging to show support for our Black colleagues, educate all employees, and demonstrate our commitment to fighting bias and racism
•Reaffirmed our ongoing support of vital Black institutions including the National Museum of African American History and Culture
•Intensified CEO leadership internally through all-employee panel discussions and externally through the CEO Action for Diversity & Inclusion, the CEO Action for Racial Equity, and the Corporate Call to Action convened by the Connecticut State Treasurer
•Fast tracked elements of our diversity and inclusion strategy, including adopting diversity and inclusion goals for each business and functional area, with progress considered as part of the leadership performance and compensation assessment processes
•Released EEO-1 data at the end of the first quarter of 2021
The combination

2021 Proxy Statement37
COMPENSATION MATTERS
2020 FINANCIAL RESULTS
Like all companies, we faced unprecedented challenges in 2020, but through extraordinary team efforts, we persevered and delivered strong results. Full year 2020 net income available to common stockholders and core earnings* were $1.7 billion ($4.76 per diluted share) and $2.1 billion ($5.78 per diluted share), respectively. Net income and core earnings return on equity ("ROE")*† were 10.0% and 12.7%, respectively.

Highlighted below are year-over-year comparisons of our strategic decisionsnet income available to common stockholders and recordcore earnings performance and our net income ROE and core earnings ROE results for each of the past three years. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 42, 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 45 (in each case, as adjusted for compensation purposes).

YEAR-OVER-YEAR PERFORMANCE
chart-b811c750fb914297ba81.jpg        chart-76a1b9041afe4ad9b361.jpg
THREE-YEAR PERFORMANCE

chart-48b68bce6f7648b7a301.jpg        chart-e6cfe223a29d488bb2d1.jpg
2020 BUSINESS PERFORMANCE AND IMPACT OF COVID-19
In February 2020, the company provided outlooks for the key business metrics highlighted below. These outlooks were management's estimates for 2020 performance based on business, competitive, capital market, catastrophe losses, alongand other assumptions, and supported the company's 2020 operating plan. When setting the 2020 operating plan, both the Board and management concluded that these key business metrics would only be achievable with strong business performance. Importantly, the 2020 operating plan and the related business metric outlooks were established before the start of the COVID-19 pandemic. Our 2020 financial results were negatively affected by COVID-19, including $278 million before tax of direct COVID-19 claims in P&C and $230 million before tax of COVID-19 impacts in Group Benefits. As described on page 42, performance relative to the outlooks is a major determinant of the formulaic AIP funding level. No adjustments to compensation targets were made to address the adverse impact of U.S. corporate tax reform resulted in a full year net loss of $3.1 billion, which included a $2.9 billion lossthe pandemic on discontinued operations related to the sale of Talcott Resolution, an $877 million charge for the reduction in U.S. corporate tax rate,our business and a $488 million, after tax, charge for the pension transfer. While the losses from these three items are material, we view our accomplishments this year, including continued development of products, capabilities and talent, as significantly improving our long-term earnings, ROE and risk profile. The loss associated with the sale of Talcott Resolution and the charge resulting from the pension transfer were both related to the resolution of certain legacy liabilities from the operation of the business in prior years. The sale of Talcott Resolution is expected to improve our future ROE and earnings growth profile and enhance financial flexibility to improve The Hartford’s performance in future years, while the pension transfer reduces our long-term pension obligations and exposure to potential future volatility. The charge arising from U.S. tax reform is a financial accounting charge incurred in 2017 due to the reduction in U.S. corporate tax rates, which should benefit shareholders in years after 2017, and is wholly unrelated to any of The Hartford’s operations or decisions by management.






results.
(1) Source: LIMRA, based on in-force master contracts, certificates, total premiums collected as of Dec. 31, 2016, and annualized premiums.
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.A.

† Net income ROE represents net income available to common stockholders ROE.

2018 Proxy Statement35
COMPENSATION MATTERS

Core earnings,* which do not include the three charges to net income listed above, were $1.0 billion, an 11% increase from 2016. The increase was primarily attributable to strong core earnings in both Group Benefits and Mutual Funds and a change in our Property and Casualty ("P&C") segments to net favorable prior year development in 2017 from net unfavorable prior year development in 2016, which more than offset the impact of increased levels of U.S. catastrophes in P&C earnings. The change to net favorable prior year development was primarily because the company did not have adverse development on our legacy asbestos and environmental book in 2017 as a result of the reinsurance coverage we purchased in 2016, in addition to net favorable development in Personal Lines in 2017 compared with unfavorable development in 2016.

As a result of the net loss, the company’s full year 2017 ROE - net loss was (20.6)% compared with a net income ROE of 5.2% for full year 2016. However, core earnings ROE* was 6.7% in 2017, up from 5.2% in 2016 due to a $102 million increase in core earnings in 2017 and a decline in stockholders' equity, excluding accumulated other comprehensive income (AOCI). The decline in stockholders' equity excluding AOCI compared with Dec. 31, 2016 was due to the 2017 net loss, as well as share repurchases and common stockholder dividends paid during the year.
2017 Business Performance
In 2017, we delivered excellent earnings in Group Benefits and Mutual Funds and increased net investment income. Personal Lines core earnings improved compared to 2016, reflecting the impact of the company’s multiple profitability initiatives over the last two years. Commercial Lines underwriting results declined, primarily due to catastrophes and challenging market conditions. Our annual incentive plan funding level is based primarily on core earnings performance (as adjusted for compensation purposes) against the annual operating plan reviewed by the Board at the start of the performance/fiscal year. The following table highlights business performance against the 2017 operating plan for key business metrics that drive core earnings results.
Commercial Lines
•  Combined ratio of 97.3 was higher than plan, primarily due to higher catastrophe losses
• Underlying combined ratio* of 92.0 was modestly higher than plan, primarily due to higher expenses
Personal Lines• Combined ratio of 104.2 was higher than plan due to higher catastrophe losses
• Underlying combined ratio of 93.0 was favorable to plan due to profitability improvement initiatives
Group Benefits• Net income and core earnings margin* were 7.2% and 5.8% respectively, both exceeding plan
• Acquired Aetna's U.S. group life and disability business, making The Hartford the second largest group life and disability insurer in the U.S.
Mutual Funds• Net income was $106 million, exceeding plan
• Total assets under management increased 18% over 2016, driven by market appreciation and positive net flows
Investment Operations• Total P&C net investment income before tax was $1,196 million, reflecting returns on limited partnerships and other alternative investments well ahead of plan
• P&C net investment income before tax, excluding limited partnerships and other alternative investments, was higher than plan at $1,062 million
As we enter 2018, we are focused on the successful integration of the Aetna acquisition and the separation and sale of Talcott Resolution, as well as the continued investment in our businesses for long-term growth and shareholder value creation. Management and the Board are confident that we are taking the right steps to continue to drive profitable growth, with an improved risk, earnings growth and ROE profile due in large part to our strategic accomplishments in 2017.
Capital Management and Total Shareholder Returns
During the year the company repurchased 20.2 million common shares for $1.0 billion, repaid $416 million of senior debt at maturity, declared a 9% increase in the quarterly dividend to $0.25 per common share and paid $341 million of common dividends. The following chart shows The Hartford’s total shareholder returns ("TSR") relative to the S&P 500, S&P 500 Insurance Composite, and S&P P&C indices.

totalshareholderreturnsp8a04.jpg

36www.thehartford.com
COMPENSATION MATTERS

2017 COMPENSATION HIGHLIGHTS38www.thehartford.com
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.
The table below reflects the 2017 compensation package (base salary, annual incentive plan ("AIP") award and long-term incentive ("LTI") award) for each active NEO. Although this table is not a substitute for the Summary Compensation Tableinformation beginning on page 50, we believe it provides a simple and concise picture of2017 compensation decisions.
Compensation ComponentC. Swift
 B. Bombara
 D. Elliot
 B. Johnson
 W. Bloom
Base Salary Rate$1,100,000
 $700,000
 $925,000
 $525,000
 $550,000
2017 AIP Award$4,675,000
 $1,900,000
 $3,150,000
 $2,300,000
 $1,575,000
2017 LTI Award$7,500,000
 $1,750,000
 $5,000,000
 $1,500,000
 $1,000,000
Total 2017 Compensation Package$13,275,000
 $4,350,000
 $9,075,000
 $4,325,000
 $3,125,000
2017 Compensation DecisionRationale
The Compensation Committee approved an AIP funding level of 170% of target.Performance against pre-established Compensation Core Earnings targets resulted in a formulaic AIP funding level of 183% of target. The Compensation Committee reduced this funding level to 170% based on certain qualitative factors, including quality of P&C earnings (excluding catastrophes), which, while strong in a very competitive market, were relatively flat to budget. (page 44)
The Compensation Committee certified a 2015-2017 performance share award payout at 104% of target.The company's TSR during the performance period was at the 40th percentile relative to 18 peer companies, resulting in a payout of 75% of target for the TSR component (50% of the award). The company's average annual Compensation Core ROE during the performance period was 9.4%, resulting in a payout of 134% of target for the ROE component (50% of the award). (page 47)
As a result of the December 3, 2017 agreement to sell the Talcott Resolution business, the Compensation Committee took actions to ensure that Talcott Resolution core earnings through September 30, 2017 were included in the determination of the AIP funding level and ROE results for performance shares.
Upon signing an agreement to sell Talcott Resolution, GAAP accounting required that financial results from the business be reclassified as discontinued operations, which are excluded from core earnings. The Compensation Committee determined that including Talcott Resolution core earnings for the period in which management was both actively managing the business and separately reporting its results externally was appropriate. In addition, AIP and performance share targets were established assuming Talcott Resolution operating results were included in the business mix. (page 44)

The Compensation Committee excluded the results of the group life and disability business acquired from Aetna on November 1, 2017 in determining the 2017 AIP funding level.While including the results of the acquired business would have slightly increased the 2017 AIP funding level, the Compensation Committee determined that excluding them was appropriate based upon overall immateriality, and because the results of the business were not part of the business mix when the AIP target was established. (page 44)
“SAY-ON-PAY” RESULTS
sayonpaypeoplep34.jpg
At last year’s Annual Meeting, shareholders voted 96% in favor of our “Say-on-Pay” proposal. The Compensation Committee considered the vote to be an endorsement of The Hartford’s executive compensation programs and policies, and took this strong level of support into account in reviewing 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 outreach program to gain a deeper understanding of shareholders’ perspectives.


2018 Proxy Statement37
COMPENSATION MATTERS

COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:
What We Do
✓Approximately 90% of current CEO target annual compensation and 84% of other NEO target annual compensation are variable based on performance, including stock price performance
✓Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits
✓Cash severance benefits payable upon a change of control do not exceed 2x the sum of base pay plus target bonus, and are only paid upon a valid termination following a change of control ("double trigger")
✓Double trigger requirement for vesting of equity awards upon a change of control (so long as the awards are assumed or replaced with substantially equivalent awards)
✓Independent Board compensation consultant does not provide other services to the company
✓Comprehensive risk mitigation in plan design and annual review of compensation plans, policies and practices
✓All employees and directors are prohibited from engaging in hedging, monetization, derivative and similar transactions with company securities
✓Senior Executives are prohibited from pledging company securities
✓Directors and Senior Executives are subject to stock ownership guidelines; compliance with guidelines is reviewed annually
✓Compensation peer groups are evaluated periodically to align with investor expectations and changes in market practice or our business mix
✓Competitive burn rate and dilution for equity programCOMPENSATION MATTERS
What We Don't DoKey business metrics for full year 2020 compared to outlooks provided in February 2020
û
Commercial Lines		No excise tax gross-up upon a change of control or income tax gross-up for perquisitesPersonal LinesGroup Benefits
û
Combined ratio(1) of 100.4 was above the outlook of 95.5 - 97.5 primarily due to $278 million, or 3.1 points, of COVID-19 incurred losses in property, workers’ compensation and financial and other lines, net of favorable frequency of non-COVID workers’ compensation claims. Higher than expected current accident year catastrophes was partly offset by lower than expected non-catastrophe property losses.

Underlying combined ratio* of 95.5, which excludes catastrophes and prior year development, was also above outlook of 92.0 - 94.0 because of the COVID-19 incurred losses, partly offset by lower than expected non-catastrophe property losses.
No individual employment agreements
ûNo granting
Combined ratio of stock options with an exercise price less75.5 was better than outlook of 98.5 - 100.5 primarily due to reductions in prior accident year catastrophe reserves and lower than expected current accident year losses in automobile due to reduced driving as a result of the fair market valueCOVID-19 pandemic.

Underlying combined ratio of our common stock83.1, which excludes catastrophes and prior year development, was also better than outlook of 91.5 - 93.5, primarily due to lower than expected current accident year losses in automobile due to reduced driving and, to a lesser extent, lower homeowners’ non-catastrophe weather claims.
Net income margin of 6.4% was within the target range of 6.25% - 7.25% due to favorable development on prior incurral year disability claims and net realized capital gains, largely offset by higher than expected mortality in group life due to the datedirect and indirect effects of grant
ûthe COVID-19 virus.

Core earnings margin* of 6.4% was lower than outlook of 6.5% - 7.5% primarily due to the higher than expected mortality in group life, partially offset by favorable development on prior incurral year disability claims, driven by higher than expected recoveries and lower than expected incidence on prior incurral year disability claims.
No re-pricing (reduction in exercise price) of stock options
ûNo underwater cash buy-outs
ûNo reload provisions in any stock option grant
ûNo payment of dividends on unvested performance shares
(1) The combined ratio measures the cost of claims and expenses for every $100 of earned premiums. If the combined ratio is less than 100, the company is making an underwriting profit.
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.

TOTAL SHAREHOLDER RETURNS
The following chart shows The Hartford's total shareholder return ("TSR") relative to  the S&P 500, S&P 500 Insurance Composite and S&P P&C indices and our 2020 Corporate Peer Group (provided on page 52).
chart-d4a5e3cd404e4a6b98e1.jpg
Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
NEO compensation is heavily weighted towards variable compensation (annual and long-term incentives), where actual amounts earned may differ from targetedtarget 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.
2021 Proxy Statement39
COMPENSATION MATTERS
Compensation ComponentDescription
Base Salary
•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, potential 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) reflects stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
Approximately 90%91% 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
9%
Annual Incentive
24%
Long-Term Incentive
67%
PAY MIX  | CEO
PAY MIXVariable with Performance:   | OTHER NEOs91%
paymixceop9a01.jpg
paymixotherneop9a01.jpg

Target Pay Mix — Other NEOs
Salary
16%
Annual Incentive
30%
Long-Term Incentive
54%
38www.thehartford.com
Variable with Performance: 84%

2020 COMPENSATION DECISIONS
2020 Compensation DecisionsRationale
The Compensation Committee updated the payout curves for 2020 AIP and 2020-2022 performance share awards.
As a result of shareholder feedback received in 2019, the Compensation Committee made the following changes for 2020 awards:
• Updated the AIP curve for 2020 awards to expand the range from +/- 15% to +/-20% of target, requiring greater outperformance to achieve above target awards. (page 42)
• Updated the TSR payout curve for performance share awards granted in 2020 to target the 55th percentile. (pages 45-46)
The Compensation Committee approved an AIP funding level of 80% of target.Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 80% of target. The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2020 performance. Accordingly, no adjustments were made. (page 43)
The Compensation Committee certified a 2018-2020 performance share award payout at 75% of target.The company's average annual Compensation Core ROE during the performance period was 12.8%, resulting in a payout of 151% of target for the ROE component (50% of the award). Because the company's TSR during the performance period was below threshold, there was no payout for the TSR component (50% of the award). (page 46)
The Compensation Committee (and, in the case of the CEO, the independent directors) approved the following compensation for each active NEO:
40www.thehartford.com
COMPENSATION MATTERS
Base SalaryAIP AwardLTI AwardTotal Compensation
NEO2020Change from 20192020Change from 20192020Change from 20192020Change from 2019
Christopher Swift$1,150,000 0%$2,400,000 (45.9)%$8,500,0003.0%$12,050,000 (12.9)%
Beth Costello$725,000 0%$1,000,000 (45.9)%$1,850,0004.2%$3,575,000 (17.8)%
Douglas Elliot$950,000 0%$1,520,000 (45.9)%$5,310,0003.1%$7,780,000 (12.7)%
William Bloom$625,000 0%$800,000 (46.7)%$1,300,0004.0%$2,725,000 (19.3)%
David Robinson$600,000 NA*$580,000 NA*$1,300,000NA*$2,480,000 NA*
*Mr. Robinson was not previously an NEO.
This table provides a concise picture of compensation decisions made in 2020, and highlights changes from 2019. In each case, Total 2020 Compensation was lower than 2019 compensation due to the lower AIP awards for 2020. Another view of 2020 compensation for the NEOs is available in the Summary Compensation Table on page 55.
COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:
WHAT WE DO
✓Compensation heavily weighted toward variable pay
✓Senior Executives generally receive the same benefits as 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 limited to 2x base salary + bonus
✓Independent compensation consultant
✓Risk mitigation in plan design and annual review of compensation plans, policies and practices
✓Claw-back provisions in compensation and severance plans
✓Prohibition on hedging, monetization, derivative and similar transactions with company securities
✓Prohibition on Senior Executives pledging company securities
✓Stock ownership guidelines for directors and Senior Executives
✓Periodic review of compensation peer groups
✓Competitive burn rate and dilution 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 excise taxes on severance payments
ûNo 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 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 2020 annual meeting, we received 96% 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, diversity and inclusion and corporate governance practices, during our annual shareholder outreach 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 changes to the payout curves for 2020 AIP and 2020-2022 performance share awards. For further discussion of our shareholder outreach program, see pages 20-21.
2021 Proxy Statement41
COMPENSATION MATTERS
COMPONENTS OF THE COMPENSATION PROGRAM
Each Senior Executive has a target total compensation opportunity comprised of both fixed (base salary) and variable (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 20172020 compensation decisions made within this framework, see Pay for2020 Named Executive Officers' Compensation and Performance beginning on page 44.47.
1. BASE SALARY
Each Senior Executive’s base salary is reviewed by the Compensation Committee (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 AWARDS
Our employees, including the Senior Executives, are eligible to earn cash awards under the annual incentive plan ("AIP") based on annual company and individual performance. Each employee has a target AIP opportunity that is set as a percentage of base salary.opportunity. The Compensation Committee uses the following process to determine individual Senior Executive AIP awards. Actual results for 2017
Determination of AIP Funding Level
At the beginning of the year, the Compensation Committee set a “Compensation Core Earnings” target based on The Hartford’s operating plan, as well as the threshold performance level, below which no AIP awards are described on pages 44-46.
STEP 1: Financial Performance Against Target (Primary Criterion)Produces the formulaic company AIP funding level
The AIPearned, and the maximum funding level is based primarily on core earningsof 200% for performance againstsignificantly exceeding target. The Compensation Committee updated this AIP curve for 2020 awards, requiring greater outperformance to achieve above target awards. For 2020, the annual operating plan reviewed by the Board at the startmaximum funding level of the performance/fiscal year. 200% for performance significantly exceeding target increased from 115% of target to 120% of target. Threshold performance, below which no AIP awards are earned, was reduced from 85% of target to 80% of target and funding for threshold performance was reduced from 50% to 35% of target.
The Compensation Committee selected core earnings because:
the Committee•It believes itcore earnings best reflects annual operating performance;
it•Core earnings is a metric commonly used by investment analysts commonly look to when evaluating annual performance;
it•Core earnings is prevalent among peers; and
all•All employees can impact it.core earnings.
Certain adjustments are made to core earnings for compensation purposes to ensure management isemployees are held accountable for operating decisions made that year, and isare neither advantaged nor disadvantaged forby the effect of certain external items outside its control.that do not reflect operating year performance. At the beginning of the year, the Compensation Committee approves a definition of "Compensation Core Earnings." The definition lists adjustments that will be made to core earnings at year-end in order to arrive at "CompensationCompensation Core Earnings," such as accounting changes,non-recurring tax benefits or charges, catastrophe losses above or below budget, and unusual or non-recurring items. The 20172020 definition and a reconciliation from GAAP net income to Compensation Core Earnings are provided in Appendix A.
As illustrated below, target The outlook for certain key business metrics within the operating plan are announced to investors at the beginning of each year, which helps align the interests of our Senior Executives with our shareholders, as performance (i.e., achievementrelative to the outlook is a major determinant of the operating plan) results in anformulaic AIP funding level of 100% of target. The Compensation Committee also establishes a threshold performance level, below which no AIP awards are earned, as well as a maximum funding level for performance significantly exceeding target. As described on p. 44, for 2017 AIP awards, the Compensation Committee revised the Compensation Core Earnings target as a result of the sale of Talcott Resolution.
•Both the Board and management deem our annual fiscal year operating plan and the associated AIP financial target to be achievable only with strong business performance..
•Key business metrics within the plan, such as combined ratios and P&C net investment income, drive core earnings results.
•The outlook for these metrics are announced to investors at the beginning of each year, which helps align the interests of our Senior Executives with our shareholders, as meeting or exceeding the outlooks is a major determinant of the AIP funding level.
  COMPENSATION CORE EARNINGS
compcoreearningsp39da01.jpg

2018 Proxy Statement39
COMPENSATION MATTERS

STEP 2: Qualitative ReviewProduces the final company AIP funding level
To ensure a holistic review of performance, the Compensation Committee also 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 earnings, risk and compliance, peer-relative performance, expense management, and non-financial and strategic objectives. Informed by this qualitative review, the Compensation Committee may decide tothen adjust the formulaic AIP funding level up or down to arrive at an AIP funding level more commensurate with company performance in light of these additional factors. Among the qualitative factors the Compensation Committee considers are the following broad performance categories: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 reflects 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 2020 Corporate Peer Group (listed on page 52) include discretion in their annual award design.
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Performance Criteria and MetricsRationaleCOMPENSATION MATTERS
Quality of Earnings:2020 earningsAIP Funding Level: When setting the 2020 operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated strong Commercial Lines results driven by currentthe inclusion of a full year of Navigators Group, lower catastrophe losses and pricing increases, partially offset by not assuming the level of favorable prior accident year activity, including policyholder retention, new business, underwriting profitabilitydevelopments we had in 2019; lower margins in Group Benefits due to lower investment income and moderation in favorable incidence and recovery trends; deterioration in Personal Lines results due to higher catastrophe losses and a higher expense management
An assessmentratio, as well as not assuming the level of how currentfavorable prior accident year activity drovedevelopment we had in 2019; and lower limited partnership returns relative to the strong returns experienced in 2019. As noted above, the 2020 operating plan was established before the start of the COVID-19 pandemic and did not anticipate the pandemic's impact on financial performance informs current year compensation decisionsresults.
The 2020 AIP Compensation Core Earnings target was set at $1.88 billion, which was 5% higher than the 2019 Compensation Core Earnings target of $1.79 billion, but 3.6% lower than the 2019 Compensation Core Earnings result of $1.95 billion.
2020 Compensation Core Earnings
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Actual Compensation Core Earnings for 2020 were $1.77 billion, which produced a formulaic AIP funding level of 80% of target, with below target performance primarily related to COVID-19.
In assessing overall performance and arriving at the 2020 AIP funding level, the Compensation Committee started with the formulaic AIP funding level and undertook a qualitative review focused on the factors described on the following page. While the Compensation Committee acknowledged the strong financial results and strategic accomplishments achieved during an extraordinarily difficult year, in light of the impact of COVID-19 on our businesses and customers, it concluded that no adjustment was necessary to the formulaic AIP funding level of 80% of target.






















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FORMULAIC RESULTS
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COMPENSATION CORE EARNINGS PERFORMANCE AGAINST PRE-ESTABLISHED TARGET
Non-Financial• Total adjustments to arrive at Compensation Core Earnings reduced core earnings as reported by $319 million, primarily driven by adjustments for catastrophes below budget that was principally driven by a $289 million subrogation benefit from PG&E Corporation and Strategic Objectives:Pacific Gas and Electric Company related to the 2017 and 2018 California wildfires (See Appendix A strategic initiativesfor a description of all adjustments)
• Compensation Core Earnings against the pre-established target resulted in a formulaic AIP funding of 80% of target
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QUALITATIVE REVIEW
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Quality of Earnings
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Strategic
• Achieved or exceeded externally provided business metric targets across all businesses excluding the impacts of COVID-19
• Direct and transactions, diversity, employee engagement, risk managementindirect COVID-19 losses of $508 million, before tax, and compliancepremium refunds of $81 million, before tax, partially offset by favorable Personal Lines auto frequency of $218 million, before tax

Importance: Understanding trends that drove earnings informs how the Compensation Committee thinks about holistic company performance
These achievements are critical
• Renewed the auto and home insurance program for long-term success,AARP members through 2032 and invested in a new technology platform to improve pricing accuracy, increase conversions and simplify and streamline the customer experience
• Continued investment in digital capabilities, with Small Commercial digital capabilities ranked No.1 in Keynova Group’s Small Commercial Insurance Scorecard

Importance: Strategic accomplishments position the company for long term-growth and often represent significant successes in a given year, but impactssuch accomplishments may not be reflected in current year-end financials or may resultreflect negatively in accounting charges in a particular periodthe quantitative formula
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Peer-Relative Performance
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Ethics and Compliance
• Top quartile Core ROE and book value per share growth
• Above median core earnings per share growth
• Bottom quartile one-year TSR and below median three-year TSR
Peer-relative Performance:
Importance: performance relative to peersPerformance against the public companies within our 2020 Corporate Peer Group on key financial metrics such as stock price and earnings
How the company performed on a relative basis across the industryTSR is not captured in the quantitative formula and informs how the Compensation Committee thinks about holistic company performance
• Named to a list of most ethical companies by Ethisphere Institute for the twelfth time
• Named to the Just 100 for the third consecutive year; highest ranking insurance company for the second straight year

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
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Expense Management
• Total managed expenses below operating plan
• Implemented a multi-year expense initiative, Hartford Next, with net savings within core earnings of $57 million in the second half of 2020, higher than planned

Importance: Managing expenses is critical to maintaining competitive pricing and freeing up resources for investments in the business
2021 AIP Curve
The Compensation Committee believes that groundingupdated the AIP funding levelcurve for 2021 awards to reduce the slope for payouts in formulaic financialthe range of +/- 5% of target, which increases predictability and reduces volatility of payouts for performance against targets, but retaining the flexibility to adjust the funding level to reflect qualitative factors, allows it to arrive at a final AIP funding levelin that best reflects holistic performance and is aligned with shareholder interests.range. This change will be described in greater detail in our 2022 proxy statement.
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STEP 3: Individual PerformanceResults in the Senior Executive's AIP awardCOMPENSATION MATTERS
For each Senior Executive, the companyDetermination of Individual NEO Awards
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’sCEO's AIP award amount up or down basedhas 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 2021 for 2020 performance under the AIP, see 2020 Named Executive Officer's Compensation and Performance beginning on his or her performance in leading a business or function.page 47.
3. LONG-TERM INCENTIVE AWARDS
The long-termLong-term incentive ("LTI") program isawards are designed to drive long-term performance and encourage share ownership among Senior Executives, aligning their interests with those of shareholders. LTI awards are granted on an annual basis following an assessment of individual performance potential, and market data. 20172020 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 for stock price performance, comparative stockpeer-relative shareholder returns (stock price performance and actualdividends) and operating performance.
2020-2022 Performance Shares (50% of LTI Award)
Performance shares are designed to reward and retain Senior Executives by allowing them to earn shares of our common stock based on pre-determined performance criteria. Performance shares have a three-year performance period, and are settled in shares of common stock ranging from 0% to 200% of the number of performance shares granted depending upon the performance achieved on the following metrics:
Performance MetricRationale
Compensation Core ROE
(50% weighting)
Important strategicStrategic measure that drives shareholder value creation
Peer-relative TSR
(50% weighting)
Important measureMeasure of our performance against peers that are competing investment choices in the capital markets
Compensation Core ROE: For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achieving a 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 the ROE numbers provided in our financial statements. The Compensation Committee's definition of Compensation Core ROE for 20172020 performance share awards as amended to include earnings associated with Talcott Resolution through September 30, 2017, is provided in Appendix A. The amendment to the definition as a result of the sale of Talcott Resolution is included in blue text. Threshold, target and maximum Compensation Core ROE values were established in February 2017 based on the company’s 2017-2019 operating plan before a decision to sell Talcott Resolution had been made. There is no payout for performance below threshold. Achieving target payout of 100% requires an increase in underwriting margin in Personal Lines, continued strong underwriting margins in Commercial Lines and earnings growth in both Group Benefits and Mutual Funds. The maximum Compensation Core ROE payout of 200% reflects ambitious goals that require performance significantly beyond target.


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As illustrated in the graph at right, for 2020 performance share awards, the target level of performance is an average annual Compensation Core ROE for 2020, 2021, and 2022 of 11.3%, as reflected in the 2020-2022 operating plan.2020-2022 Compensation Core ROECOMPENSATION MATTERS
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Peer-Relative 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 1916 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 43,52, 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 industry companies thatthat: (1) publish industry results against which to measure our performance,performance; and (2) are competing investment choices in capital markets. The Compensation Committee reviews the composition of the Performance Peer Group annually and did not make any changes to this group for the 20172020 performance share awards, made the following changes:awards.
–Added Hanover Insurance Group because it is a competitor in Small Commercial, Middle Market and Personal Lines
–Added Markel Corporation because, with the acquisition of Maxum Specialty Insurance Group, it represents a competitor in the excess and surplus business and helps further diversify the Performance Peer Group
–Removed MetLife, Inc., which was in the process of exiting the annuity business and was therefore no longer aligned with our Talcott Resolution business
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, the Compensation
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Committee updated the TSR payout curve for performance share awards granted in the graph below, there would be2020 to target above-median performance. There is no payout for performance below the 30th percentile,30th percentile; 35% payout for performance at the 30th percentile, 100%percentile; target payout for median performance at the 55th percentile; and 200% payout for performance at the 85th percentile.
20172020 Performance Peer GroupThree-Year Relative TSR Ranking
Alleghany Corp.
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Allstate Corp.
American Financial Group, Inc.
Aon plc
Arthur J. Gallagher & Co.Berkley (W. R.) Corp.
The Chubb Corp.Limited
Cincinnati Financial Corp.
CNA Financial Corp.
Everest Re Group, Ltd.
Hanover Insurance Group, — NEW
Inc.
Marsh & McLennan Companies, Inc.
Markel Corporation— NEW
Mercury General Corp.
MetLife, Inc.
Old Republic International Corp.
The Progressive Corp.
Prudential Financial, Inc.
The Travelers Companies, Inc.
Unum
W.R. Berkley Group
XL Group plc
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. In 2020, to ensure that executives whose employment terminates due to retirement, death or disability have the opportunity to participate in the long-term impact of their actions on the company’s stock price, the Compensation Committee decided to extend the post-employment exercise period applicable in the event of any such termination for all outstanding stock options, including those granted in 2020, to the remainder of the option’s originally stated term.
Certification of 2018-2020 Performance Share Awards
On February 27, 2018, 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.(1) For the Core ROE component of the award, achievement of average annual Compensation Core ROE of 9.3%, 11.6% and 13.9% 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 median performance, and 200% payout for performance at the 85th percentile.
These performance shares vested as of December 31, 2020, the end of the three-year performance period, and the Compensation Committee certified a payout at 75% of target on February 17, 2021 based on the following results:
•The average of the company's Compensation Core ROE for each year of the measurement period was 12.8%, resulting in a payout of 151% of target for the Compensation Core ROE component of the awards.
•Because the company’s TSR during the performance period was below threshold, there was no payout for the TSR component of the awards.
Details of the 2018 performance shares are given on pages 41-43 of our 2019 Proxy Statement filed with the Securities and Exchange Commission on April 4, 2019.
Diversity Modifier for 2021-2023 Performance Shares
The Compensation Committee updated the 2021 LTI program to include a performance share modifier tied to the company's diversity and workforce representation goals. The modifier will determine whether an increase or decrease of 10% on performance share awards is warranted based upon performance against predetermined year-end 2023 representation goals for women and people of color. This change will be described in greater detail in our 2022 proxy statement. Representation goals for women and people of color will be described in our forthcoming Sustainability Highlight Report.


(1) While the peer group at the time of the grant consisted of 17 companies, AXA subsequently acquired XL Group plc, resulting in a performance peer group of 16 companies for measuring TSR performance.

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COMPENSATION MATTERS
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 provide benefits that would otherwise be provided but for the Internal Revenue Code limits that apply to tax-qualified benefit plans.
We provide certain additional perquisites to Senior Executives, including reimbursement of costs for annual physicals and associated travel, relocation benefits when a move is required, and occasional use of tickets for sporting and special events previously acquired by the company when no other business use has been arranged and there is no incremental cost to the company. The CEO also has the use of a company car and driver to allow for greater efficiency while commuting.

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COMPENSATION MATTERS

We own a fractional interest in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. The corporate aircraft enables Senior Executives to use travel time productively by providing a confidential environment in which to conduct business and eliminating the schedule constraints imposed by commercial airline service. In 2017, ourThe CEO and President are permitted limited 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. The CEO and President's use of corporate aircraft for personal travel is subject to an annual limit of $160,000 and $90,000, respectively, in aggregate incremental costs to the company. Fixed costs, which do not change based on usage, are excluded. Our aircraft usage policy prohibited our Senior Executives from engaging inotherwise prohibits personal travel via corporate aircraft by Senior Executives except in extraordinary circumstances or where there were no incremental costs to the company. circumstances. There was no personal use by Senior Executives due to extraordinary circumstances in 2017.2020.
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 by applicable SEC rules. These expenses are considered perquisites 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.
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.
2020 NAMED EXECUTIVE OFFICERS' COMPENSATION AND PERFORMANCE
In evaluating individual performance, the Compensation Committee considered each NEO's achievements to advance the company's position in our strategic priorities of realizing the full potential of our product capabilities and underwriting expertise, becoming an easier company to do business with, and attracting, retaining and developing the talent needed for long-term success.
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.
2020 Performance
In reviewing Mr. Swift’s performance, the independent directors took into account that Mr. Swift led the company’s response to the COVID-19 pandemic and racial inequity including: additional benefits and support for employees (e.g., free COVID-19 testing and remote work support); enhanced community giving; all-employee panel discussions on racial equity; support for CEO Action for Diversity & Inclusion, the CEO Action for Racial Equity and the Corporate Call to Action convened by the Connecticut State Treasurer; and adoption of diversity and inclusion goals for each business and functional area. In addition, under Mr. Swift’s leadership, the company:
•Achieved strong underlying financial results, despite unprecedented challenges of 2020, delivering core earnings of $2.086 billion.
•Executed key strategic priorities including the Navigators Group integration, the launch of our next-generation Spectrum package offering for small businesses and the extension of our AARP relationship through 2032.
•Maintained top decile employee engagement and performance enablement scores as measured by Qualtrics Experience Management (XM) survey through continued focus on talent management and diversity and inclusion.
2020 Compensation Decisions
• Salary. $1,150,000, unchanged from 2019.
• AIP Award. Target of $3,000,000, unchanged from 2019. In recognition of the fact that Mr. Swift is responsible for overall company performance and progress toward achievement of the company's strategic priorities, the Compensation Committee approved a 2020 AIP award of $2,400,000 (80% of target), which was equal to the company AIP funding level of 80% for 2020.
• LTI Award. In February 2020, based on its assessment of Mr. Swift's responsibilities and performance and Corporate Peer Group compensation, the Compensation Committee granted him an LTI award of $8,500,000, an increase of 3.0% from the previous year, in the form of 50% stock options and 50% performance shares.
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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.
2020 Performance
In reviewing Ms. Costello’s performance, the Compensation Committee took into account that she:
•Delivered a capital management plan that included a $1.5 billion equity repurchase authorization through 2022 and an 8% increase in our common stock dividend.
•Launched a multi-year strategic cost management initiative, “Hartford Next” with run-rate savings on target and 2020 core earnings impact ahead of plan.
•Strengthened organizational talent through key internal moves while maintaining top decile employee engagement and enablement scores as measured by Qualtrics Experience Management (XM) survey.
In addition, the Compensation Committee noted that under her financial leadership the company received the highest evaluation score of “Superior” in S&P’s enterprise risk management evaluation framework and A.M. Best raised its financial strength rating on Hartford Life and Accident Insurance Company to A+ from A.
2020 Compensation Decisions
• Salary. $725,000, unchanged from 2019.
• AIP Award. Target of $1,250,000, unchanged from 2019. For 2020, the Compensation Committee approved an AIP award of $1,000,000 (80% of target), which was equal to the company AIP funding level of 80% for 2020 to reflect her responsibility for overall company performance.
• LTI Award. In February 2020, based on its assessment of Ms. Costello's responsibilities and performance and Corporate Peer Group compensation, the Compensation Committee granted her an LTI award of $1,850,000, an increase of 4.2% from the previous year, in the form of 50% stock options and 50% performance shares.
DOUGLAS ELLIOT
President
Mr. Elliot has served as President of The Hartford since July 1, 2014. He leads the company’s Property & Casualty business lines (Small Commercial, Middle & Large Commercial, Personal Lines and Global Specialty) as well as Underwriting.
2020 Performance
In reviewing Mr. Elliot’s performance, the Compensation Committee took into account that he:
•Delivered strong P&C core earnings, despite unprecedented challenges in 2020, highlighted by a strong P&C combined ratio excluding catastrophes and prior year development.
•Continued to lead the Navigators Group integration, with excellent results on re-underwriting the Middle & Large Commercial and Global Specialty books of business, cross-sell initiatives and pricing.
•Oversaw the extension of our AARP relationship through 2032 and led execution of Personal Lines' investment in a new technology platform to improve pricing accuracy, increase conversions and simplify and streamline the customer experience.
•Continued focus on talent management and maintained top decile employee engagement and enablement scores as measured by Qualtrics Experience Management (XM) survey.
2020 Compensation Decisions
• Salary. $950,000, unchanged from 2019.
• AIP Award. Target of $1,900,000, unchanged from 2019. For 2020, the Compensation Committee approved an AIP award of $1,520,000 (80% of target), taking into account strong P&C underlying combined ratio and continued progress in realizing the full potential of our product capabilities, one of our key long-term strategic goals.
• LTI Award. In February 2020, based on its assessment of Mr. Elliot's responsibilities and performance and Corporate Peer Group compensation, the Compensation Committee granted him an LTI award of $5,310,000, an increase of 3.1% from the previous year, in the form of 50% stock options and 50% performance shares.
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WILLIAM BLOOM
Executive Vice President, Claims, Operations, Technology, and Data & Analytics
Mr. Bloom has served as Executive Vice President since July 1, 2014. He is responsible for The Hartford's s technology and service operations, as well as oversight of data and analytics initiatives. In 2020, he also assumed leadership of the company's claims organization.
2020 Performance
In reviewing Mr. Bloom’s performance, the Compensation Committee took into account that he:
•Led initiatives that enabled the company to transition its workforce to nearly all-remote status in light of the COVID-19 pandemic, implemented COVID-related billing holds and other customer accommodations, and redeployed talent to meet changing customer needs.
•Delivered on digital investments that allowed for improved digital adoption in both Small Commercial and Personal Lines, leading to higher net promoter scores.
•Renegotiated several large vendor contracts resulting in significant annual savings and improved vendor capabilities.
•Strengthened organizational talent through key internal moves while maintaining top decile employee engagement and enablement scores as measured by Qualtrics Experience Management (XM) survey.
2020 Compensation Decisions
• Salary. $625,000, unchanged from 2019.
• AIP Award. Mr. Bloom's AIP target was increased from $950,000 in 2019 to $1,000,000 in 2020 based on an evaluation of his performance, level of responsibility, experience and target compensation as compared to the Corporate Peer Group. For 2020, the Compensation Committee approved an AIP award of $800,000 (80% of target), taking into account his critical work in enabling a remote operating environment and supporting our strategy of becoming an easier company to do business with.
• LTI Award. In February 2020, based on its assessment of Mr. Bloom's responsibilities and performance and Corporate Peer Group compensation, the Compensation Committee granted him an LTI award of $1,300,000, an increase of 4.0% 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.
2020 Performance
In reviewing Mr. Robinson’s performance, the Compensation Committee took into account that he:
•Led law, compliance and government affairs' COVID-19 response, including responding to an unprecedented level of legislative and regulatory activity and advising on numerous novel business and coverage challenges.
•Led the successful transition to a virtual Board environment, including increased engagement between management and the Board, an increase in the Board's regular meeting cadence, the onboarding of two new directors and the company's first virtual annual meeting of shareholders.
•Led the enhancement of the law department's operating model in support of the claims organization, yielding savings on outside counsel expense.
•Strengthened organizational talent through key internal moves while maintaining top decile employee engagement and enablement scores as measured by Qualtrics Experience Management (XM) survey.
2020 Compensation Decisions
• Salary. $600,000
• AIP Award. Target of $725,000. For 2020, the Compensation Committee approved an AIP award of $580,000 (80% of target), taking into account comprehensive support for the company's COVID-19 response and the related legislative, regulatory business and coverage challenges.
• LTI Award. In February 2020, based on its assessment of Mr. Robinson's responsibilities and performance and Corporate Peer Group compensation, the Compensation Committee granted him an LTI award of $1,300,000 in the form of 50% stock options and 50% performance shares.
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BRION JOHNSON
Former Executive Vice President and Chief Investment Officer; Former President of HIMCO
Mr. Johnson served as Chief Investment Officer and President of Hartford Investment Management Company ("HIMCO") from May 16, 2012 until August 1, 2020, and continued as an employee of the company in an advisory capacity until his retirement on December 31, 2020.
2020 Compensation Decisions
• Salary. $600,000, unchanged from 2019.
• AIP Award. Target of $1,400,000, unchanged from 2019. For 2020, the Compensation Committee approved an AIP award of $1,000,000 (71% of target) based upon the time Mr. Johnson served as Chief Investment Officer and President of HIMCO and the successful transition of his responsibilities to his successor.
• LTI Award. In February 2020, based on its assessment of Mr. Johnson's performance and Corporate Peer Group compensation, the Compensation Committee granted him an LTI award of $1,750,000, unchanged from the previous year, in the form of 50% stock options and 50% performance shares.
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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 than the 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 meeting, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, the Compensation Committee reviews tally sheetsmarket 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 historical compensation and outstanding equity.
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 three-year 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
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
COMPENSATION CONSULTANT
Meridian Compensation Partners, LLP ("Meridian") is the Compensation Committee’s independent compensation consultant and has regularly attended Compensation Committee meetings since its engagement. Pursuant to the Compensation Committee's charter, Meridian has not provided services to the company other than consulting services provided to the Compensation Committee and, with respect to CEO and director compensation, the Board.
In 2017,2020, following a review of its records and practice guidelines, Meridian provided the Compensation Committee a letter that confirmed its conformity with independence factors under applicable SEC rules and the listing standards of the NYSE.
ROLE OF MANAGEMENT
Our Human Resources team supports the Compensation Committee in the execution of its responsibilities. TheOur Executive Vice President and Chief Human Resources supervisesOfficer oversees the development of the materials for each Compensation Committee meeting, including market data, historical compensation and outstanding equity, individual and company performance metrics and
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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, tenure in position, experience, sustained performance, and internal pay equity. Although the Compensation Committee strives for total compensation to be at median,considers competitive market data, it does not target a specific market position. The various sources of compensation information the Compensation Committee uses to determine the competitive market for our executive officers are described in more detail below.

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20172020 Corporate Peer Group
The Compensation Committee reviews the peer group used for compensation benchmarking (the "Corporate Peer Group") periodically or upon a significant change in business conditions for the company 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. Several non-P&C and life insurance companies are included in the Corporate Peer Group because of their geographic footprint, organizational complexity and/or because we compete with them for talent. For this reason, the Corporate Peer Group differs from the Performance Peer Group described aboveearlier for purposes of the TSR performance measure applicable to performance shares. For 2017,2020, the Compensation Committee did not make any changes to the Corporate Peer Group.
Data in millions – as of 12/31/20172020(1)
Company Name(2)
Revenues
 Assets
 Market Cap
Company Name(2)
RevenuesAssetsMarket Cap
Aetna Inc.$60,447
 $55,151
 $58,838
Allstate Corp$37,834
 $112,422
 $37,573
Allstate Corp.Allstate Corp.$44,791 $125,987 $33,426 
American International Group, Inc.American International Group, Inc.$43,337 $586,481 $32,617 
Berkley (W. R.) Corp.$7,617
 $24,300
 $8,727
Berkley (W. R.) Corp.$8,099 $28,607 $11,837 
CNA Financial Corp.$9,377
 $56,567
 $14,386
Chubb Ltd.$32,207
 $167,022
 $67,837
Chubb Ltd.$36,052 $190,774 $69,467 
Cigna Corp.$41,616
 $61,753
 $50,072
Cigna Corp.$160,550 $155,451 $75,209 
Cincinnati Financial Corp.$5,732
 $21,843
 $12,300
Cincinnati Financial Corp.$7,536 $27,542 $14,058 
CNA Financial Corp.CNA Financial Corp.$10,808 $64,026 $10,573 
Hanover Insurance Group, Inc.Hanover Insurance Group, Inc.$4,827 $13,444 $4,257 
Lincoln National Corp.$14,092
 $281,763
 $16,821
Lincoln National Corp.$17,439 $365,948 $9,723 
Marsh & McLennan Companies Inc.$14,024
 $20,429
 $41,538
MetLife Inc.$62,314
 $719,892
 $53,204
MetLife Inc.$67,842 $795,146 $42,253 
Principal Financial Group Inc.$13,861
 $253,941
 $20,375
Principal Financial Group Inc.$14,742 $296,628 $13,629 
Progressive Corp.$26,815
 $38,701
 $32,756
Progressive Corp.$42,638 $64,098 $57,874 
Prudential Financial Inc.$59,727
 $831,921
 $48,752
Travelers Companies Inc.$28,902
 $103,483
 $37,124
Travelers Companies Inc.$31,981 $116,764 $35,557 
Unum Group$11,287
 $64,013
 $12,317
Unum Group$13,162 $70,626 $4,672 
Voya Financial Inc.$8,618
 $222,532
 $8,892
Voya Financial Inc.$7,649 $180,312 $7,426 
XL Group Ltd.$11,189
 $63,436
 $9,001
25TH PERCENTILE$11,189
 $55,151
 $12,317
25TH PERCENTILE$9,453 $64,062 $10,148 
MEDIAN$14,092
 $64,013
 $32,756
MEDIAN$17,439 $125,987 $14,058 
75TH PERCENTILE$37,834
 $222,532
 $48,752
75TH PERCENTILE$42,988 $243,701 $38,905 
THE HARTFORD$16,804
 $225,260
 $20,076
THE HARTFORD$20,494 $74,111 $17,551 
PERCENT RANK51% 76% 43%PERCENT RANK52 %36 %51 %
(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.
(1)Data provided by S&P Global Market Intelligence. The amounts shown in the “Revenues” column reflect 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.
Use of Corporate Peer Group Compensation Data
When evaluating and determining individual pay levels, the Compensation Committee reviews compensation data prepared annually by Aon Hewitt 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 former Chief Risk Officer 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 McLagan Investment Management surveys, respectively.
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.

522018 Proxy Statement43www.thehartford.com
COMPENSATION MATTERS

PAY FOR PERFORMANCE
2017 AIP PERFORMANCE
Based on the assessment of performance described below, the Compensation Committee established an AIP funding level of 170% of target for the 2017 performance year.
STEP 1: Financial Performance Against TargetProduced formulaic AIP funding level of 183%
The Compensation Core Earnings target for 2017 was $1,473 million. When setting the 2017 operating plan, which forms the basis for the Compensation Core Earnings target, both management and the Board concluded that the ability to achieve operating plan results would likely be challenging due to several factors, including robust industry competition with new entrants aggressively seeking inroads into our markets and peers competing to retain their business; lower P&C portfolio yield excluding limited partnerships; an approximately $1 billion, or 3%, decrease in the size of the P&C investment portfolio due to the $650 million we paid in December 2016 for reinsurance coverage on our legacy asbestos and environmental book and the sale of our U.K. P&C run-off subsidiaries; and lower Talcott Resolution core earnings resulting from the run-off of the book. As a result, the 2017 core earnings target was determined to be rigorous notwithstanding the fact that it was slightly below both 2016 actual and target performance levels.
When the Compensation Core Earnings target was set in February 2017, a decision as to whether to divest Talcott Resolution had not been made, and the ultimate sale decision was not made until December 3, 2017. Following the December 3, 2017 agreement to sell the Talcott Resolution business, results of that business were classified as discontinued operations, which are not included in core earnings. The Compensation Committee took actions consistent with the definition of Compensation Core Earnings to ensure that Talcott Resolution earnings through September 30, 2017 were included in the determination of the AIP funding level, reasoning that (1) including Talcott Resolution earnings for the nine-month period in which management was both actively managing the business and separately reporting its results externally was appropriate; and (2) the AIP target was established assuming Talcott Resolution operating results were included in the business mix. Accordingly, the Compensation Committee took the following steps to ensure that Talcott Resolution results were included in the evaluation of financial performance under Step 1, and target and actual results were aligned:
Included actual Talcott Resolution core earnings through September 30, 2017 in determining the AIP funding level through an adjustment made pursuant to the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the performance year; and
Revised the 2017 AIP Compensation Core Earnings target to exclude the target Talcott Resolution core earnings for the three month period following September 30, 2017.
In addition, although including the results of the group life and disability business acquired from Aetna in November 2017 would have slightly increased the 2017 AIP funding level, the Compensation Committee excluded the two months of results in determining the AIP funding level based upon overall immateriality and because the results of the business were neither part of the business mix, nor was the purchase contemplated, when the AIP target was established. This was achieved through an adjustment permitted by the definition of Compensation Core Earnings. As described on page 39, the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the year lists adjustments that will be made to core earnings at year-end, such as accounting changes, and unusual or non-recurring items.
Including the effect of these changes, Compensation Core Earnings for 2017 was $1,572 million measured against an AIP target of $1,398 million, producing a formulaic AIP funding level of 183%. Highlighted on the right are the minimum threshold, target and maximum Compensation Core Earnings levels against actual results for 2017. As discussed on page 39, Compensation Core Earnings will differ from the earnings numbers provided in our financial statements due to pre-determined adjustments made to ensure the AIP funding level reflects the operating performance within management's control.

2017 COMPENSATION CORE EARNINGS
compcoreearningsp44da02.jpg

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COMPENSATION MATTERS

STEP 2: Qualitative ReviewCompensation Committee reduced funding level
In assessing overall performance and arriving at the 2017 AIP funding level, the Compensation Committee undertook a qualitative review focused on the following:
Qualitative CriteriaResults Considered
Quality of Earnings
The company’s earnings were above operating plan, driven by net investment income (including partnerships and other alternative investments), higher than expected current accident year underwriting results before catastrophes in Personal Lines and higher than expected Group Benefits and Mutual Funds earnings, partially offset by lower than plan Commercial Lines current accident year underwriting results before catastrophes.

Risk & Compliance
The company was named one of the world’s most ethical companies by Ethisphere Institute for the ninth time in 2017, reflecting a strong ethics and compliance program that emphasizes leadership accountability and prevention of ethical lapses and compliance issues.

Peer Relative PerformanceThe company outperformed the S&P 500 Insurance Index for the year, while underperforming the S&P 500 Index and the S&P 500 P&C Index.
Expense Management
Excluding one-time items, the company exceeded its 2017 expense reduction targets.

Non-Financial and StrategicObjectives
The company acquired Aetna’s U.S. group life and disability business, announced an agreement to sell Talcott Resolution, reduced pension liabilities by $1.6 billion, and continued productivity improvements and strategic investments in technology and data analytics capabilities.

When the Compensation Committee first reviewed the AIP funding level in late December 2017, year-end projected results pointed to a formulaic funding level of 170% of target. When the Compensation Committee met to approve the AIP funding level in February 2018, strong results at year end had raised the final formulaic result to 183% of target. However, the Compensation Committee determined that while year-end results were favorable, they were not significant enough to warrant the increase from 170% of target. The Compensation Committee reasoned that P&C earnings, while strong in a very competitive market, were relatively flat to budget. 
2017 NAMED EXECUTIVE OFFICERS' COMPENSATION AND PERFORMANCE
Step 3: Individual PerformanceEach NEO's 2017 AIP award
Christopher Swift
Mr. Swift has served as CEO since July 1, 2014; he was also appointed Chairman on January 5, 2015. For 2017, the independent directors approved a base salary of $1,100,000 (unchanged from 2016), an AIP target of $2,750,000, and a 2017 LTI award of $7,500,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the independent directors approved an AIP award of $4,675,000 (170% of target), taking into account that under Mr. Swift’s leadership, the company:
Delivered strong financial results despite a challenging market environment and unusually high levels of catastrophes
Successfully closed the acquisition of Aetna’s U.S. group life and disability business, expanding the market presence of the Group Benefits business; reached agreement to sell Talcott Resolution; and reached agreement with Prudential to transfer significant pension benefit responsibility
Continued investments to enhance best-in-class technology platforms and digital capabilities to further improve customer value and quality
Continued to focus on talent management, diversity, and inclusion, resulting in employee engagement scores that are in the top quartile 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 2017, the Compensation Committee approved a base salary of $700,000 (unchanged from 2016), an AIP target of $1,100,000, and a 2017 LTI award of $1,750,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $1,900,000 (173% of target), taking into account that Ms. Bombara:
Co-led the complex sales process for Talcott Resolution, capping a multi-year strategy to exit capital market-sensitive businesses
Delivered a capital management plan that reduced debt by $416 million and returned $1.4 billion of capital to our shareholders, while continuing to deliver expense reduction targets
Furthered external engagement with investors, rating agencies and banks
Continued to focus on talent management, diversity, and inclusion resulting in employee engagement scores that are in the top quartile of the market

2018 Proxy Statement45
COMPENSATION MATTERS

Douglas Elliot
Mr. Elliot has served as President of The Hartford since July 1, 2014. For 2017, the Compensation Committee approved a base salary of $925,000 (unchanged from 2016), an AIP target of $1,850,000, and a 2017 LTI award of $5,000,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $3,150,000 (170% of target), taking into account that Mr. Elliot:
Delivered strong performance in the Group Benefits and Commercial Lines while leading significant turnaround of Personal Lines
Led the continued expansion of product capabilities (e.g., Multinational, Energy, Voluntary Benefits) which allowed for broader and deeper risk participation
Delivered significant improvement in underwriting discipline and execution while managing through a historic catastrophe year
Continued to strengthen organizational talent through key internal moves and new hires, including a seasoned Chief Underwriting Officer, while maintaining top quartile employee engagement and diversity results
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 2017, the Compensation Committee approved a base salary of $525,000 (unchanged from 2015), an AIP target of $1,350,000 and a 2017 LTI award of $1,500,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $2,300,000 (170% of target), taking into account that Mr. Johnson:
Co-led the complex sales process for Talcott, capping a multi-year strategy to exit capital market-sensitive businesses
Delivered strong financial results for HIMCO, resulting in net investment income that exceeded the annual operating plan
Led significant improvement in aligning the HIMCO organization to the strategy and objectives of the overall business
Continued to focus on talent management, diversity and inclusion maintaining solid employee engagement while delivering employee performance enablement scores that are in the top quartile of the market
William Bloom
Mr. Bloom has served as Executive Vice President of Operations, Technology & Data since July 1, 2014. For 2017, the Compensation Committee approved a base salary of $550,000, an AIP target of $800,000 and a 2017 LTI award of $1,000,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $1,575,000 (197% of target), taking into account that Mr. Bloom:
Successfully executed several key information technology ("IT") projects while making progress on all major IT and digital investments to improve the ease of doing business for customers and distribution partners
Aggressively implemented process and internal capability improvement programs, resulting in over-delivery of three year expense goals while executing on an aggressive IT agenda
Continued to make significant strides in the use of robotics and artificial intelligence within Operations, enhancing the customer experience
Continued to focus on talent management, diversity and inclusion maintaining top quartile scores for both employee engagement and enablement
Robert Rupp
Mr. Rupp served as Chief Risk Officer from November 2, 2011 to July 1, 2017 and continued as an employee of the company in an advisory capacity until his retirement on February 2, 2018. For 2017, the Compensation Committee approved a base salary of $600,000, an AIP target $1,200,000 of and an LTI award of $1,400,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017. Based upon the time Mr. Rupp served as Chief Risk Officer during 2017 and the successful transition of his responsibilities to a new Chief Risk Officer, Mr. Rupp received an AIP award of $1,500,000 (125% of target).

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COMPENSATION MATTERS

CERTIFICATION OF 2015-2017 PERFORMANCE SHARE AWARDS
On March 3, 2015, the Compensation Committee granted Senior Executives performance shares tied 50% to TSR performance relative to a peer group of 18 companies(2) and 50% to achievement of average annual Compensation Core ROE(1) goals over a three-year measurement period. Achievement of average annual Compensation Core ROE of 8.75%, 9.25% and 9.75% during the measurement period would have resulted in payouts of 50%, 100% and 200% of target, respectively.
These performance shares vested as of December 31, 2017, the end of the three-year performance period, and the Compensation Committee certified a payout at 104% of target on February 21, 2018 based on the following results:
•
The company’s TSR during the performance period was at the 40th percentile, resulting in a payout of 75% of target for the TSR component of the awards
The average of the company's Compensation Core ROE for each year of the measurement period was 9.42%, resulting in a payout of 134% of target for the Compensation Core ROE component of the awards
Details of the 2015 performance shares are given on page 44 of our 2016 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2016.
(1) The definition of Compensation Core ROE for 2015 performance share awards was amended to include Talcott Resolution core earnings through September 30, 2017.
(2) While the peer group at the time of the grant consisted of 20 companies, ACE Limited subsequently acquired The Chubb Corporation, and Meiji Yasuda Life Insurance Company acquired StanCorp Financial Group, Inc., resulting in a performance peer group of 18 companies for measuring TSR performance.
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 Multiple of Base Salary)
CEO6x
Other NEOs4x
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 19, 2018,22, 2021, 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 first 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 during the first quarterly trading window of the year. 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 company to be necessary or appropriate in light of business circumstances or employee misconduct.
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. 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 2017,2020, 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.

2018 Proxy Statement47
COMPENSATION MATTERS

The following features of our executive compensation program guard against excessive risk-taking:
FeatureRationale
Pay Mix
•A mix of fixed and variable, annual and long-term, and cash and equity compensation encouragesstrategies and actions that are in the company’s long-term best interestsinterests.
•Long-term compensation awards and overlapping vesting periods encourage executives to focus on sustainedcompany results and stock price appreciationappreciation.
Performance Metrics
•Incentive awards based on a variety of performance metrics diversify the risk associated with anysingle 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 featuresintended to balance pay for performance with an appropriate level of risk-takingrisk-taking.
•The 2014 Incentive Stock Plan doesOur equity incentive plans do not allow:
- ◦Stock options with an exercise price less than the fair market value of our common stock on the grant datedate;
- ◦Re-pricing (reduction in exercise price) of stock options without shareholder approvalapproval; or
- ◦Single trigger vesting of awards upon a Change of Control if awards are assumed or replaced with substantially equivalent awardsawards.
Recoupment
•We have a broad incentive compensation recoupment policy in addition to claw-back provisionsunder the 2014 Incentive Stock Planour equity incentive plans.
HEDGING AND PLEDGING COMPANY SECURITIES
We prohibit our employees and directors from engaging in hedging, monetization, derivative and similar transactions involving company securities. In addition, Senior Executives are prohibited from pledging company securities.
2021 Proxy Statement53
COMPENSATION MATTERS
POTENTIAL SEVERANCE AND CHANGE OF CONTROL PAYMENTS
The company 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, 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.
The company maintains change of control benefits to ensure continuity of management and to permit executives to focus on their responsibilities without undue distraction related to concerns about personal financial security if the 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.
The 2014 Incentive Stock Plan provides for “double trigger” vesting on a change of control. If an NEO terminates employment for “Good Reason” or histheir employment is terminated without “Cause” (see definitions on page 61)67) within 2 years following a changeChange of control,Control (as defined in the 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, they wouldthe awards vest immediately upon the changeChange of control.Control.
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, 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.
Principal among the tax considerations has been the potential impact of Section 162(m) of the Internal Revenue Code, which historically denied 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, unless the amount of such excess was payable based solely upon the attainment of objective performance criteria.  While the Compensation Committee reserved the right to approve incentive awards or other payments that did not qualify as exempt performance-based compensation, our variable compensation, including 2017 annual incentive awards and performance share payouts, were generally designed to qualify as exempt performance-based compensation. The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed, effective for taxable years beginning after December 31, 2017, unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.  Accordingly, to provide competitive compensation and appropriate incentives to certain of our executive officers after 2017, we believe it will be necessary to pay at least some compensation that will not be tax 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

48www.thehartford.com
COMPENSATION MATTERS

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.
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 directors Ruesterholz (Chair), Dominguez, Fetter, McGill, Renyi, Roseborough and Swygert,Winter, all of whom are independent non-management directors. None of theNo Compensation and Management Development Committee membersmember has served as an officer or employee of The Hartford and none of The Hartford’sno Hartford executive officersofficer 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 Hartford’s Board.
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 reviewmanagement and discussion with management, we havehas recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company’s Annual Report on Form 10-K for the year ended December 31, 2017.2020.
Report submitted as of March 23, 201826, 2021 by:
Members of the Compensation and Management Development Committee:

Virginia P. Ruesterholz, Chair
Carlos Dominguez
Trevor Fetter
Stephen P. McGill
Thomas A. Renyi
Teresa W. Roseborough
H. Patrick Swygert

Matthew E. Winter
542018 Proxy Statement49www.thehartford.com
COMPENSATION MATTERS

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		20201,150,000 — 3,740,850 4,250,000 2,400,000 33,824 231,521 11,806,195 
20191,150,000 — 4,551,525 4,125,000 4,440,000 48,198 246,025 14,560,748 
20181,137,500 — 3,736,000 4,000,000 4,800,000 — 210,115 13,883,615 
Beth Costello
Executive Vice President and Chief Financial Officer		2020725,000 — 814,185 925,000 1,000,000 42,587 65,700 3,572,472 
2019725,000 — 979,268 887,500 1,850,000 56,823 68,800 4,567,391 
2018718,750 — 828,925 887,500 1,925,000 — 65,500 4,425,675 
Douglas Elliot
President		2020950,000 — 2,336,931 2,655,000 1,520,000 14,901 65,700 7,542,532 
2019950,000 — 2,841,255 2,575,000 2,812,000 21,419 133,175 9,332,849 
2018943,750 — 2,335,000 2,500,000 3,050,000 — 170,363 8,999,113 
William Bloom
Executive Vice President, Claims, Operations, Technology & Data		2020625,000 — 572,130 650,000 800,000 21,488 65,700 2,734,318 
2019612,500 — 689,625 625,000 1,500,000 27,131 65,600 3,519,856 
2018568,750 — 513,700 550,000 1,550,000 — 68,281 3,250,731 
David Robinson
Executive Vice President and General Counsel*		2020593,750 — 572,130 650,000 580,000 25,565 54,350 2,475,795 
2019NANANANANANANANA
2018NANANANANANANANA
Brion Johnson
Former Executive Vice President and Chief Investment Officer; Former President of HIMCO		2020600,000 — 770,175 875,000 1,000,000 3,388 65,700 3,314,263 
2019593,750 — 965,475 875,000 1,890,000 8,346 65,600 4,398,171 
2018562,500 — 747,200 800,000 2,250,000 — 65,500 4,425,200 
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		2017 1,100,000
 —
 3,472,500
 3,750,000
 4,675,000
 34,380
 83,405
 13,115,285
2016 1,075,000
 —
 3,404,473
 3,575,000
 1,925,000
 17,769
 81,879
 10,079,121
2015 1,000,000
 —
 3,289,280
 3,200,000
 2,450,000
 5,764
 77,375
 10,022,419
Beth Bombara
Executive Vice President and Chief Financial Officer		2017 700,000
 —
 810,250
 875,000
 1,900,000
 34,380
 65,400
 4,385,030
2016 687,500
 —
 833,263
 875,000
 770,000
 13,122
 65,300
 3,244,185
2015 643,750
 —
 848,018
 825,000
 1,200,000
 —
 65,300
 3,582,068
Douglas Elliot
President of The Hartford		2017 925,000
 —
 2,315,000
 2,500,000
 3,150,000
 15,738
 67,526
 8,973,264
2016 918,750
 —
 2,202,194
 2,312,500
 1,295,000
 8,490
 67,368
 6,804,302
2015 900,000
 —
 2,261,380
 2,200,000
 2,000,000
 3,101
 67,006
 7,431,487
Brion Johnson
Chief Investment Officer and President, HIMCO and Talcott Resolution		2017 525,000
 —
 694,500
 750,000
 2,300,000
 6,199
 68,150
 4,343,849
2016 525,000
 —
 642,803
 675,000
 1,100,000
 3,393
 68,050
 3,014,246
2015 518,750
 —
 616,740
 600,000
 1,400,000
 1,286
 65,300
 3,202,076
William Bloom, EVP Operations Technology & Data2017 550,000
 —
 463,000
 500,000
 1,575,000
 14,846
 67,845
 3,170,691
Robert Rupp
Former Chief Risk Officer		2017 600,000
 —
 648,200
 700,000
 1,500,000
 3,227
 65,400
 3,516,827
2016 600,000
 —
 666,610
 700,000
 1,000,000
 3,117
 65,300
 3,035,027
2015 600,000
 —
 719,530
 700,000
 1,400,000
 2,443
 65,300
 3,487,273
*Mr. Robinson was not previously an NEO.
(1)
This column reflects the full aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for the fiscal years ended December 31, 2017, 2016 and 2015 for performance shares. Detail on the 2017 grants is provided in theGrants of Plan Based Awards Tableon page 52. Amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Other assumptions used in the calculation of these stock award amounts are included in the Company's Annual Reports on Form 10-K for 2017 (footnote 19), 2016 (footnote 19) and 2015 (footnote 17).
In addition,(1)This column reflects the aggregate grant date fair value of performance shares calculated in accordance with FASB ASC Topic 718 for the fiscal years ended December 31, 2020, 2019 and 2018. Detail on the 2020 grants is provided in the Grants of Plan Based Awards Table on page 57. 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 20 of the company's Annual Report on Form 10-K for 2020 and footnote 19 of the company's Annual Reports on Form 10-K for 2019 and 2018.
    To determine the fair value of the 2020 performance share award amounts included in this column reflectunder FASB ASC Topic 718, the target awardmarket value on the grant date is adjusted to reflect the probable outcome of the performance conditions andcondition(s) consistent with the lackestimated aggregate compensation cost to be recognized over the service period, determined as of dividends. the grant date. These adjustments result in a value under FASB ASC Topic 718 that is 88.02% 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 outcomesoutcome of the performance conditions determined at the time of grant (200% of the target award), and reflectingincluding an adjustment for no payment of dividends on 2019 and 2018 unvested performance shares, would in total be:
NEO2017 Performance
Shares
(February 28, 2017 grant date)
 2016 Performance
Shares
(March 1, 2016 grant date)
 2015 Performance
Shares
(March 3, 2015 grant date)
NEO2020 Performance
Shares ($)
(February 25, 2020 grant date)		2019 Performance
Shares ($)
(February 26, 2019 grant date)		2018 Performance
Shares ($)
(February 27, 2018 grant date)
C. Swift$7,084,289
 $6,739,911
 $6,067,995
C. Swift8,500,0007,664,1567,567,405
B. Bombara$1,652,967
 $1,649,599
 $1,564,400
B. CostelloB. Costello1,850,0001,649,0061,678,987
D. Elliot$4,722,829
 $4,359,731
 $4,171,707
D. Elliot5,310,0004,784,2924,729,628
W. BloomW. Bloom1,300,0001,161,1971,040,498
D. RobinsonD. Robinson1,300,000NANA
B. Johnson$1,416,895
 $1,272,557
 $1,137,710
B. Johnson1,750,0001,625,6941,513,461
W. Bloom$944,566
    
R. Rupp$1,322,410
 $1,319,729
 $1,327,393
Under the 2014 Incentive Stock Plans,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 this limit.
(2)This column reflects the full aggregate grant date fair value for the fiscal years ended December 31, 2017, 2016 and 2015 calculated in accordance with FASB ASC Topic 718; amounts are not reduced for forfeitures during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in the company's Annual Reports on Form 10-K for 2017 (footnote 19), 2016 (footnote 19) and 2015 (footnote 17).
(3)This column reflects cash AIP awards paid for the respective years.

50www.thehartford.com
2021 Proxy StatementCOMPENSATION MATTERS55

(4)COMPENSATION MATTERS
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. 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 2017 are described in further detail in the footnote to the Pension Benefits Tableon page 55. For Ms. Bombara, the change in pension value for 2015 was ($217) and therefore is not reported in this table.
(5)
(2)This column reflects the full aggregate grant date fair value for the fiscal years ended December 31, 2020, 2019 and 2018 calculated in accordance with FASB ASC Topic 718. The amounts 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 20 of the company's Annual Report on Form 10-K for 2020 and footnote 19 of the company's Annual Reports on Form 10-K for 2019 and 2018.
(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. 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 2020 are described in further detail in footnote 2 of the Pension Benefits Table on page 60.
(5)This column reflects amounts described in the Summary Compensation Table—All Other Compensation.

This column reflects amounts described in theSummary 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 theSummary Compensation Tableon page 5055 for the NEOs.
NameYear
Perquisites
($)(1)
Contributions or Other
Allocations to Defined
Contribution Plans
($)(2)
Total
($)
Christopher Swift2020165,821 65,700 231,521 
Beth Costello2020— 65,700 65,700 
Douglas Elliot2020— 65,700 65,700 
William Bloom2020— 65,700 65,700 
David Robinson2020— 54,350 54,350 
Brion Johnson2020— 65,700 65,700 
NameYear 
Perquisites
($)

  
Contributions or Other
Allocations to Defined
Contribution Plans
($)(1)

 
Total
($)

Christopher Swift2017 18,038
(2) 
 65,367
 83,405
Beth Bombara2017 —
  65,400
 65,400
Douglas Elliot2017 2,126
(3) 
 65,400
 67,526
Brion Johnson2017 2,750
(4) 
 65,400
 68,150
William Bloom2017 2,445
(5) 
 65,400
 67,845
Robert Rupp2017 —
  65,400
 65,400
(1)As permitted by SEC rules, we have included the perquisites and other personal benefits that we provided in 2020 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 ($160,000), commuting costs, and expenses associated with the attendance of his spouse at a business function.
(1)
(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 theNon-Qualified Deferred Compensation Table beginning on page 62.Non-Qualified Deferred Compensation Tablebeginning on page 56.
(2)Perquisite amounts for Mr. Swift include expenses associated with commuting costs and attendance of Mr. Swift's spouse at business functions.
(3)Perquisite amounts for Mr. Elliot include expenses associated with the attendance of Mr. Elliot's spouse at business functions.
(4)Perquisite amounts for Mr. Johnson include expenses associated with the annual physical examination benefit.
(5)Perquisite amounts for Mr. Bloom include expenses associated with the attendance of Mr. Bloom's spouse at business functions.

562018 Proxy Statement51www.thehartford.com
COMPENSATION MATTERS

GRANTS OF PLAN BASED AWARDS TABLE
This table discloses information about equity awards granted to the NEOs in 20172020 pursuant to the 2014 Incentive Stock Plan. The table also discloses potential payouts under the AIP and performance share awards. Actual AIP payouts are reported in theSummary Compensation Tableon page 5055 under the heading “Non-Equity Incentive Plan Compensation.” Equity 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		2020 AIP 1,050,000 3,000,000 9,000,000        
Stock Options2/25/2020       327,679 55.27 4,250,000 
Performance
Shares		2/25/2020   13,457 76,895 153,790    3,740,850 
B. Costello2020 AIP 437,500 1,250,000 3,750,000        
Stock Options2/25/2020       71,318 55.27 925,000 
Performance
Shares		2/25/2020   2,929 16,736 33,472    814,185 
D.
Elliot		2020 AIP 665,000 1,900,000 5,700,000        
Stock Options2/25/2020       204,703 55.27 2,655,000 
Performance
Shares		2/25/2020   8,406 48,037 96,074    2,336,931 
W. Bloom2020 AIP350,000 1,000,000 3,000,000 
Stock Options2/25/202050,116 55.27 650,000 
Performance
Shares		2/25/20202,058 11,760 23,521 572,130 
D. Robinson2020 AIP253,750 725,000 2,175,000 
Stock Options2/25/202050,116 55.27 650,000 
Performance
Shares		2/25/20202,058 11,760 23,521 572,130 
B. Johnson2020 AIP490,000 1,400,000 4,200,000 
Stock Options2/25/202067,463 55.27875,000 
Performance
Shares		2/25/20202,770 15,831 31,663 770,175 
NamePlan 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
(#)
C. Swift2017 AIP   1,375,000
 2,750,000
 5,000,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   302,908
 48.89
 3,750,000
Performance
Shares
 2/28/2017  
  
  
 13,423
 76,703
 153,406
    
  
 3,472,500
B. Bombara2017 AIP   550,000
 1,100,000
 2,200,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   70,679
 48.89
 875,000
Performance
Shares
 2/28/2017  
  
  
 3,132
 17,897
 35,794
    
  
 810,250
D. Elliot2017 AIP   925,000
 1,850,000
 3,700,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   201,939
 48.89
 2,500,000
Performance
Shares
 2/28/2017  
  
  
 8,949
 51,135
 102,270
    
  
 2,315,000
B. Johnson2017 AIP   675,000
 1,350,000
 2,700,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   60,582
 48.89
 750,000
Performance
Shares
 2/28/2017  
  
  
 2,685
 15,341
 30,682
    
  
 694,500
W. Bloom2017 AIP   400,000
 800,000
 1,600,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   40,388
 48.89
 500,000
Performance
Shares
 2/28/2017  
  
  
 1,790
 10,227
 20,454
    
  
 463,000
R. Rupp2017 AIP   600,000
 1,200,000
 2,400,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   56,543
 48.89
 700,000
Performance
Shares
 2/28/2017  
  
  
 2,506
 14,318
 28,636
    
  
 648,200
(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 2020 AIP award for each NEO is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
(1)
Consistent with company practice,
(2)The performance shares granted to the NEOs on February 25, 2020 vest on December 31, 2022, the end of the three year performance period. The vesting percentage is 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. These two measures are weighted equally (50/50), as described on page 45. The “Threshold” column for this grant represents 17.5% of target which is the payout for achieving the minimum level of performance under either of the two applicable performance measures for which an amount is payable under the program (no amount is payable if this level of performance is not reached). The “Maximum” column for this grant represents 200% of target and is the maximum amount payable.
(3)The options granted in 2020 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 $12.97 and was determined by using a lattice/Monte-Carlo based option valuation model; this value was not reduced to reflect estimated forfeitures during the vesting period.
(4)The NYSE closing price per share of the company’s common stock on February 25, 2020, the date of the 2020 LTI grants for the NEOs, was $55.27. 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 0.8802 to reflect the NEO’s threshold, target and maximum AIP award opportunities are based on salary for 2017. The “Threshold” column shows 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 “Maximum” column shows the maximum amount payable at 200% of target, subject to the limit set out in the Executive Bonus Program approved by shareholders in 2014; the amount for Mr. Swift has been reduced to $5,000,000 to reflect this plan limit. 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 Executive Bonus Program limit. The actual 2017 AIP award for each NEO is reported in the “Non-Equity Incentive Plan Compensation” column in theSummary Compensation Table.
(2)The performance shares granted to the NEOs on February 28, 2017 vest on December 31, 2019, 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 40. The “Threshold” column for this grant represents 17.5% of target which is the payout 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 “Maximum” column for this grant represents 200% of target and is the maximum amount payable.
(3)The options granted in 2017 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 date of grant. The value of each stock option award is $12.38 and was determined by using a lattice/Monte-Carlo based option valuation model; this value was not reduced to reflect estimated forfeitures during the vesting period.
(4)The NYSE closing price per share of the company’s common stock on February 28, 2017, the date of the 2017 LTI grants for the NEOs, was $48.89. To determine the fair value of the performance share award, the market value on the grant date is adjusted by a factor of 0.9260 to take into consideration that dividends are not paid on unvested performance shares, and to reflect the

52www.thehartford.com
COMPENSATION MATTERS

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.date.
2021 Proxy Statement57
COMPENSATION MATTERS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
This 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, 20172020 and valued using $56.28,$48.98, the NYSE closing price per share of the company’s common stock on December 29, 201731, 2020.
NameOption AwardsStock Awards
Grant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
Option
Exercise
Price
($)		Option
Expiration
Date		Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)		Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)		Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(2)		Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(3)
Chris Swift2/28/2012148,448 — 20.63 2/28/2022    
3/5/2013141,388 — 24.15 3/5/2023    
3/4/2014103,872 — 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
2/27/2018189,879 94,940 53.81 2/27/2028
2/26/2019117,421 234,842 49.01 2/26/2029168,3328,244,901
2/25/2020— 327,679 55.27 2/25/203078,9973,869,274
Beth Costello3/4/201447,214 — 35.83 3/4/2024  
3/3/201577,830 — 41.25 3/3/2025  
3/1/201672,076 — 43.59 3/1/2026
2/28/201770,679 — 48.89 2/28/2027
2/27/201842,129 21,065 53.81 2/27/2028
2/26/201925,263 50,527 49.01 2/26/202936,2181,773,958
2/25/2020— 71,318 55.27 2/25/203017,193842,136
Douglas Elliot3/4/201494,429 — 35.83 3/4/2024    
3/3/2015207,547 — 41.25 3/3/2025  
3/1/2016190,486 — 43.593/1/2026
2/28/2017201,939 — 48.892/28/2027
2/27/2018118,674 59,338 53.81 2/27/2028
2/26/201973,299 146,599 49.01 2/26/2029105,0805,146,818
2/25/2020— 204,703 55.27 2/25/203049,3502,417,158
William Bloom3/3/201533,019 — 41.25 3/3/2025
3/1/201632,949 — 43.593/1/2026
2/28/201740,388 — 48.89 2/28/2027
2/27/201826,108 13,055 53.81 2/27/2028
2/26/201917,791 35,582 49.01 2/26/202925,5041,249,186
2/25/2020— 50,116 55.27 2/25/203012,082591,771
David Robinson3/1/201637,068 — 43.59 3/1/2026
2/28/201740,388 — 48.89 2/28/2027
2/27/201826,108 13,055 53.81 2/27/2028
2/26/201917,791 35,582 49.01 2/26/202925,5041,249,186
2/25/2020— 50,116 55.27 2/25/203012,082591,771
Brion Johnson3/3/201556,604 — 41.25 3/3/2025
3/1/201655,601 — 43.59 3/1/2026
2/28/201760,582 — 48.89 2/28/2027
2/27/201856,964 — 53.81 2/27/2028
2/26/201974,722 — 49.01 2/26/202935,7061,748,880
2/25/202067,463 — 55.27 2/25/203016,264796,615
NameOption 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 ($)
 
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(3)

 
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(4)

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 141,388
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   31,424
 1,768,543
 

 

3/4/2014 103,872
 —
 35.83
 3/4/2024  
  
 

 

3/3/2015 201,258
 100,629
 41.25
 3/3/2025  
  
 

 

3/1/2016 98,160
 196,321
 43.59
 3/1/2026     82,014
 4,615,748
2/28/2017 —
 302,908
 48.89
 2/28/2027 

 

 76,703
 4,316,845
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 51,414
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
 

   18,855
 1,061,159
 

 

3/4/2014 47,214
 —
 35.83
 3/4/2024  
  
 

 

3/3/2015 51,886
 25,944
 41.25
 3/3/2025  
  
 

 

3/1/2016 24,025
 48,051
 43.59
 3/1/2026     20,073
 1,129,708
2/28/2017 —
 70,679
 48.89
 2/28/2027 

 

 17,897
 1,007,243
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 128,535
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   31,424
 1,768,543
 

 

3/4/2014 94,429
 —
 35.83
 3/4/2024  
  
 

 

3/3/2015 138,364
 69,183
 41.25
 3/3/2025  
  
 

 

3/1/2016 63,495
 126,991
 43.59
 3/1/2026     53,051
 2,985,710
2/28/2017 —
 201,939
 48.89
 2/28/2027 

 

 51,135
 2,877,878
Brion
Johnson		3/5/2013 57,841
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   18,855
 1,061,159
 

 

3/4/2014 51,936
 —
 35.83
 3/4/2024  
  
 

 

3/3/2015 37,736
 18,868
 41.25
 3/3/2025  
  
 

 

3/1/2016 18,533
 37,068
 43.59
 3/1/2026     15,485
 871,496
2/28/2017 —
 60,582
 48.89
 2/28/2027 

 

 15,341
 863,391
William Bloom3/3/2015 22,012
 11,007
 41.25
 3/3/2025  
  
    
3/1/2016 10,983
 21,966
 43.59
 3/1/2026     9,176
 516,425
8/1/2016  
  
  
   19,181
 1,079,507
    
2/28/2017 —
 40,388
 48.89
 2/28/2027     10,227
 575,576
Robert
Rupp		11/4/2011 62,230
 —
 17.83
 11/4/2021  
  
  
  
2/28/2012 54,467
 —
 20.63
 2/28/2022  
  
  
  
3/5/2013 89,974
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   18,855
 1,061,159
 

 

3/4/2014 66,100
 —
 35.83
 3/4/2024  
  
 

 

3/3/2015 44,025
 22,013
 41.25
 3/3/2025  
  
 

 

3/1/2016 19,220
 38,441
 43.59
 3/1/2026     16,059
 903,801
2/28/2017 —
 56,543
 48.89
 2/28/2027 

 

 14,318
 805,817
(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 65 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated.
(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 60 following thePayments upon Termination or Change of Controltable for a description of the circumstances in which vesting is accelerated.

(2) This column represents unvested performance share awards at (i) 200% of target (the maximum amount payable) assuming that the company has achieved the highest performance level with respect to awards granted on February 26, 2019 and (ii) 100% of target with respect to awards granted on February 25, 2020. Dividends are not credited on performance shares awarded prior to February 25, 2020; however, dividend equivalents are credited on performance shares awarded on February 25, 2020, which remain subject to the same terms and conditions as the underlying performance shares to which they relate
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COMPENSATION MATTERS

and are paid only if, and to the extent that, the underlying performance shares vest and are paid. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 65 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated for performance shares.
(2)
This column represents unvested RSU awards (including accumulated dividend equivalents through December 31, 2017) granted to Mr. Swift, Ms. Bombara, Mr. Elliott, Mr. Johnson and Mr. Rupp on October 30, 2013 and which vest on October 30, 2018, assuming continued service through that date. Mr. Bloom received a retention RSU award on August 1, 2016 that will vest on August 1, 2019, assuming continued service through that date. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 60 following thePayments upon Termination or Change of Controltable for a description of the circumstances in which vesting is accelerated for these RSUs. Dividends are credited on RSUs.
(3)
This column represents unvested performance share awards at target. Dividends are not credited on performance shares. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 60 following thePayments upon Termination or Change of Control
•table for a description of the circumstances in which vesting is accelerated for performance shares.
Performance shares granted on March 1, 2016February 26, 2019 vest on December 31, 2018,2021, 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 3546 of the 2017 proxy.2020 proxy statement.
•Performance shares granted on February 28, 201725, 2020 vest on December 31, 2019,2022, 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 4045 of this proxy.proxy statement.
(4)This column reflects the market value of the performance shares granted on March 1, 2016 and February 28, 2017 at target.
(3) This column reflects the market value of performance shares granted on February 26, 2019 at 200% of target and February 25, 2020 at 100% of target, plus the value of dividend equivalents credited on performance shares granted on February 25, 2020 as of December 31, 2020.
OPTION EXERCISES AND STOCK VESTED TABLE
This table provides information regarding option awards exercised and stock awards that vested during 2017.2020. 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 Swift— — 55,752 2,793,175 
Beth Costello— — 12,370 619,724 
Douglas Elliot128,535 3,194,095 34,845 1,745,735 
William Bloom— — 7,666 384,054 
David Robinson— — 12,060 602,828 
Brion Johnson— — 11,150 558,628 
NameOption Awards Stock Awards
Number of Shares
Acquired on Exercise
(#)(1)
 
Value Realized
on Exercise
($)(1)
 
Number of Shares
Acquired on Vesting
(#)(2)

 
Value Realized
on Vesting
($)(3)

Christopher Swift
   80,679
 4,352,634
Beth Bombara    20,800
 1,122,160
Douglas Elliot    55,466
 2,992,408
Brion Johnson    15,127
 816,091
William Bloom (4)

 
 39,875
 2,205,901
Robert Rupp
 
 17,649
 952,153
(1)The amounts in this column reflect the value realized upon the exercise of vested stock options during 2020. 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. All options were exercised pursuant to pre-planned trading plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
(1)No options were exercised by the NEOs during 2017.
(2)
The performance shares granted on March 3, 2105 vested on December 31, 2017 and paid out at 104% of target following the Compensation Committee’s February 21,
(2)The numbers in this column reflect the total shares of common stock that vested in 2020. RSUs were granted on February 28, 2017 to Mr. Robinson and settled in shares of common stock on March 5, 2020 (4,352) and April 13, 2020 (43), respectively. For all NEOs, performance shares were granted on February 27, 2018, vested on December 31, 2020 and paid out at 75% of target following the Compensation Committee’s February 17, 2021 certification of company performance against two equally weighted measures:
•above targetat 151% performance for pre-established ROE targets, and
between•below threshold and target performance against the relative TSR performance objective for the three-year performance period January 1, 20152018 – December 31, 2017.2020.
(3)The taxable value of performance share awards is based on the NYSE closing price per share of the company's common stock on February 21, 2018 ($53.95)
(3) The aggregate value of the RSU award granted to Mr. Robinson (including accumulated dividend equivalents) is based on the NYSE closing price per share of the company's common stock on February 28, 2020 ($49.95) and April 2, 2020 ($33.27) for his RSU and dividend equivalents, respectively. The value of performance share awards is based on the NYSE closing price per share of the company's common stock on February 17, 2021 ($50.10), the date the date the Compensation Committee certified the vesting percentage.
(4)The amount shown for Mr. Bloom reflects (a) $1,729,825 as a result of the vesting of his sign-on RSU award, which was granted on August 1, 2017, and (b) $476,076 as a result of the vesting of the performance shares granted on March 3, 2015.


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2021 Proxy Statement59
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, 20172020 under the company’s tax-qualified pension plan (The Hartford Retirement Plan for U.S. Employees, or the “Retirement Plan”) and the non-qualified pension plan (The Hartford Excess Pension Plan II, or the “Excess Pension Plan”) for each of the NEOs, except Mr. Bloom. Mr. Bloom had accrued a benefit in respect of a prior period of employment when a final average pay formula was applicable. He was rehired after the cash balance account formula accruals ceased as of December 31, 2012. Therefore, the Actual Cash Balance Account or Accrued Benefit column illustratescolumns below illustrate Mr. Bloom's accrued final average pay formula benefit for his earlier period of employment.
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
($)

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 Plan 2.83
 67,641
 69,920
 —
Christopher SwiftRetirement Plan2.83 79,679 77,083 — 
Excess Pension Plan 2.83
 376,195
 388,869
 —
Excess Pension Plan2.83 443,146 428,711 — 
Beth BombaraRetirement Plan 8.67
 144,789
 153,667
 —
Excess Pension Plan 8.67
 180,002
 191,039
 —
Beth CostelloBeth CostelloRetirement Plan8.67 182,566 169,411 — 
Excess Pension Plan8.67 226,965 210,612 — 
Douglas ElliotRetirement Plan 1.74
 47,023
 48,459
 —
Douglas ElliotRetirement Plan1.74 54,958 53,424 — 
Excess Pension Plan 1.74
 165,287
 170,337
 —
Excess Pension Plan1.74 193,181 187,788 — 
William BloomWilliam BloomRetirement Plan3.50 163,552 — — 
Excess Pension Plan3.50 1,711 — — 
David RobinsonDavid RobinsonRetirement Plan6.08 146,651 138,209 — 
Excess Pension Plan6.08 138,755 130,768 — 
Brion JohnsonRetirement Plan 1.24
 29,016
 29,872
 —
Brion JohnsonRetirement Plan1.24 32,932 32,932 — 
Excess Pension Plan 1.24
 55,881
 57,530
 —
Excess Pension Plan1.24 63,631 63,424 — 
William Bloom(3)
Retirement Plan 3.50
 124,398
 11,198
 —
Excess Pension Plan 3.50
 1,301
 117
 —
Robert RuppRetirement Plan 1.16
 35,322
 35,334
 —
Excess Pension Plan 1.16
 43,606
 43,621
 —
(1)
Benefit accruals ceased as of December 31, 2012 under each Plan, but service continues to be credited for purposes of determining whether employees have reached early or normal retirement milestones. As of December 31, 2017, each of the NEOs was vested at 100% in his or her
(1)Benefit accruals ceased as of December 31, 2012 under each Plan, but service continues to be credited for purposes of determining whether employees have reached early or normal retirement milestones. As of December 31, 2020, each of the NEOs was vested at 100% in their Final Average Earnings benefit or cash balance account.
(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 GAAP financial reporting purposes. Because the cash balance amounts are projected to age 65 using an assumed interest crediting rate of 3.3% (the actual rate in effect for 2020), and the present value as of December 31, 2020 is determined using a discount rate of 2.64%, the present value amounts are similar to the actual December 31, 2020 cash balance accounts.
(3)The present value of the final average pay benefit portion of Mr. Bloom's benefit assumes commencement at the date he would receive an unreduced benefit under the plan (age 62 plus one month) and an annuity form of payment. Mr. Bloom has no accrued benefit under the cash balance formula.
(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 GAAP financial reporting purposes. Because the cash balance amounts are projected to age 65 using an assumed interest crediting rate of 3.3% (the actual rate in effect for 2017), and the present value as of December 31, 2017 is determined using a discount rate of 3.72%, the present value amounts are lower than the actual December 31, 2017 cash balance accounts.
(3)For Mr. Bloom, the present value of the final average pay benefit portion of Mr. Bloom's benefit assumes commencement at the date he would receive an unreduced benefit under the plan (age 62 plus one month) and an annuity form of payment. Mr. Bloom has no accrued benefit under the cash balance formula.
Cash Balance Formula
Employees hired prior to January 1, 2001 accrued benefits under a final average pay formula through December 31, 2008 and accrued benefits under the cash balance formula from January 1, 2009 to December 31, 2012.
For employees hired on or after January 1, 2001, retirement benefits accrued under the 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. Interest continues to be credited on previously accrued amounts, at a rate of 3.3% or based on the 10 year Treasury rate, whichever is greater. All Plan participants are currently vested in their account balances, which they may elect to receive following termination of employment in the form of a single lump sum payment or an actuarially-equivalent form of annuity following termination of employment.annuity.
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 benefit 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.
Final Average Pay Formula
Because Mr. Bloom was previously employed by The Hartford from 1996-1999, he earned benefits under the final average pay formula in effect for employees hired prior to January 1, 2001. This final average pay formula provides an annual pension payable in the form of an annuity commencing as of normal retirement age (age 65) for the participant's lifetime, equal to 2% of the employee's average final pay for each of the first 30 years of credited service prior to January 1, 2009, reduced by 1.67% of the employee's primary Social Security benefit for each of the first 30 years of credited service.service prior to January 1, 2009. An employee's average
60www.thehartford.com
COMPENSATION MATTERS
final average pay is calculated as the sum of (i) average annual base salary for the 60 calendar months of the last 120 calendar months of service prior to 2009 affording the highest

2018 Proxy Statement55
COMPENSATION MATTERS

average, plus (ii) average annual bonus payments in the five calendar years of the employee's last ten calendar years of service prior to 2009 affording the highest average. Benefits are payable as a single life annuity or reduced actuarially-equivalent amount in order to provide for payments to a contingent annuitant.
In the event of a Change of Control, Mr. Bloom is not currently eligible to retire.would automatically receive a lump sum of the value of his Excess Pension Plan benefit 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.
NON-QUALIFIED DEFERRED COMPENSATION TABLE
Excess Savings Plan
NEOs, as well as other employees, may contribute to the company’s Excess Savings Plan, a non-qualified plan established as a “mirror” to the company’s tax-qualified 401(k) plan (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 for the 401(k) plan ($270,000285,000 in 2017)2020). 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, up to a combined $1 million annual limit on compensation for both plans. The company 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 and plan balances are payable in a lump sum following termination of employment.
The table below shows the notional investment options available under the Excess Savings Plan during 20172020 and their annual rates of return for the calendar year ended December 31, 2017,2020, 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, 2020)		Name of FundRate of Return
(for the year ended December 31, 2020)
The Hartford Stock Fund-16.21 %Vanguard Target Retirement 2015 Trust10.44 %
ISP International Equity Fund(1)
13.67 %Vanguard Target Retirement 2020 Trust12.13 %
ISP Active Large Cap Equity Fund(2)
20.11 %Vanguard Target Retirement 2025 Trust13.42 %
ISP Small/Mid Cap Equity Fund(3)
12.78 %Vanguard Target Retirement 2030 Trust14.19 %
State Street S&P 500 Index Fund18.36 %Vanguard Target Retirement 2035 Trust14.92 %
Hartford Stable Value Fund2.35 %Vanguard Target Retirement 2040 Trust15.60 %
Hartford Total Return Bond HLS Fund9.03 %Vanguard Target Retirement 2045 Trust16.30 %
SSgA Real Asset Fund3.20 %Vanguard Target Retirement 2050 Trust16.47 %
Vanguard Federal Money Market Fund0.45 %Vanguard Target Retirement 2055 Trust16.44 %
State Street Global All Cap Equity Ex-U.S. Index Non-Lending Series Fund11.29 %Vanguard Target Retirement 2060 Trust16.51 %
State Street Russell Small/Mid Cap®
Index Non-Lending Series Fund
32.62 %Vanguard Target Retirement 2065 Trust16.46 %
Vanguard Target Retirement Income Trust10.10 %
Name of Fund
Rate of Return
(for the year ended Dec. 31, 2017)

 Name of Fund
Rate of Return
(for the year ended Dec. 31, 2017)

The Hartford Stock Fund20.18% Vanguard Target Retirement 2015 Trust11.56%
ISP International Equity Fund(1)
24.83% Vanguard Target Retirement 2020 Trust14.19%
ISP Active Large Cap Equity Fund(2)
26.09% Vanguard Target Retirement 2025 Trust16.04%
ISP Small/Mid Cap Equity Fund(3)
17.94% Vanguard Target Retirement 2030 Trust17.63%
Hartford Index Fund21.80% Vanguard Target Retirement 2035 Trust19.22%
Hartford Stable Value Fund2.27% Vanguard Target Retirement 2040 Trust20.84%
Hartford Total Return Bond HLS Fund5.16% Vanguard Target Retirement 2045 Trust21.50%
SSGA Real Asset Fund8.62% Vanguard Target Retirement 2050 Trust21.51%
Vanguard Federal Money Market Fund0.81% Vanguard Target Retirement 2055 Trust21.52%
Vanguard Target Retirement Income Trust8.61% Vanguard Target Retirement 2060 Trust21.52%
Vanguard Target Retirement 2010 Trust(4)
5.15% 
Vanguard Target Retirement 2065 Trust(5)
7.51%
(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%).
(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 Dodge & Cox International Stock 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 Growth Fund (50%).
(3)The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds (one mutual fund and three managed separate accounts) that provides a blended rate of return. The underlying funds are the T. Rowe Price QM U.S. Small-Cap Growth Fund (20%), Chartwell Investment Partners Small Cap Value Fund (20%), Hartford MidCap HLS Fund (30%), and LMCG Investments Mid Cap Value Fund (30%). The T. Rowe Price QM U.S. Small-Cap Growth Fund replaced the Hartford Small Company HLS Fund on February 1, 2017.
(4)The Vanguard Target Retirement 2010 Trust Fund was merged into the Vanguard Target Retirement Income Trust as of July 20, 2017.
(5)The Vanguard Target Retirement 2065 Trust Fund was added as an investment option on July 20, 2017. The rate of return shown represents return from the date it was added to the plan until December 31, 2017.
(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 Growth Fund (50%).
(3)The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds (one mutual fund and three managed separate accounts) that provides a blended rate of return. The underlying funds are the T. Rowe Price QM U.S. Small-Cap Growth 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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2021 Proxy Statement61
COMPENSATION MATTERS

Non-Qualified Deferred Compensation - Excess Savings Plan
The table below shows the NEO and company contributions, the aggregate earnings credited, and the total balance of each NEO’s account under the Excess Savings Plan as of December 31, 2017.2020.
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 ($)(4)
Christopher Swift42,900 42,900 163,718 — 1,282,381 
Beth Costello42,900 42,900 17,638 — 786,162 
Douglas Elliot42,900 42,900 18,988 — 844,862 
William Bloom42,900 42,900 102,382 — 632,158 
David Robinson42,900 42,900 42,598 — 713,236 
Brion Johnson42,900 42,900 13,493 — 899,557 
Name
Executive
Contributions
in Last FY ($)(1)

 
Registrant
Contributions
in Last FY ($)(2)

 
Aggregate
Earnings
in Last FY ($)(3)

 
Aggregate
Withdrawals /
Distributions ($)

 
Aggregate
Balance
at Last FYE ($)(4)

Christopher Swift43,800
 43,800
 97,186
 —
 741,214
Beth Bombara43,800
 43,800
 10,229
 —
 478,853
Douglas Elliot43,800
 43,800
 11,459
 —
 533,404
Brion Johnson43,800
 43,800
 89,718
 —
 493,288
William Bloom43,800
 43,800
 32,010
 —
 217,554
Robert Rupp43,800
 43,800
 97,241
 —
 611,517
(1)The amounts shown reflect executive contributions into the Excess Savings Plan during 2020 with respect to Annual Incentive Plan cash awards paid in 2020 in respect of performance during 2019. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in the 2020 proxy statement.
(1)
The amounts shown reflect executive contributions into the Excess Savings Plan during 2017 with respect to Annual Incentive Plan cash awards paid in 2017 in respect of performance during 2016. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Tablefor 2016.
(2)
The amounts shown reflect the company’s matching contributions into the Excess Savings Plan in respect of each NEO’s service in 2017. These amounts are also included with the Company's contributions to the 401(k) plan in the “All Other Compensation” column of theSummary Compensation Tableon page 50.
(3)
The amounts shown 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 theSummary Compensation Tableon page 50 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, 2017. The amounts reflect the sum of the 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), adjusted for any earnings or losses as a result of the performance of the notional investments. The reported balances are not based solely on 2017
(2)The amounts shown reflect the company’s matching contributions into the Excess Savings Plan in respect of each NEO’s service in 2020. 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 55.
(3)The amounts shown represent investment gains (or losses) during 2020 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)The amounts shown represent the cumulative amount that has been credited to each NEO’s account under the applicable plan as of December 31, 2020. The amounts reflect the sum of the 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), adjusted for any earnings or losses as a result of the performance of the notional investments. The reported balances are not based solely on 2020 service.

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COMPENSATION MATTERS

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, 20172020 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 61)67). Benefit eligibility and values as of December 31, 20172020 vary based on the reason for termination.
Senior Executive Severance Pay Plan
The NEOs participate in The Hartford Senior Executive Officer Severance Pay Plan (the “Senior Executive Plan”), thatwhich provides specified payments and benefits to participants upon termination of employment as a result of severance eligible events. The Senior Executive Plan applies to the NEOs and other executives that the Executive Vice President and Chief Human Resources Officer (the “Plan Administrator”) approves for participation. As a condition to participate in the Senior Executive Plan, the NEOs must agree to such restrictive covenants as are required by the Plan Administrator. In 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 non-competition and non-solicitation provisions.
If an NEO is involuntarily terminated, other than for Cause (as defined on page 61)67), and not eligible for retirement treatment under the AIP or for some or all of his or her LTI award(s), he or sheNEO would receive:
receive a lump sum severance amount equal to two times the sum of the executive’stheir annual base salary and the target AIP award, both determined as of the involuntary termination date, payable within 60 days of termination;
a pro ratatermination. 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;
to the extent provided by the LTI award terms, vesting in a pro rata portion of any outstanding and unvested LTI awards and other than the October 2013 special equity awards and Mr. Bloom's August 2016 RSU award, provided that at least one full year of the performance or restriction period of an award has elapsedbenefits as of the termination date;date if an NEO is involuntarily terminated other than for Cause (including if the NEO is, or is not, retirement eligible) are described in Footnotes 1, 2, 3 and
continued health coverage and outplacement services for up 5 to twelve months following the termination date.table below.
Treatment upon a Change of Control
If, within the two year period following a Change of Control (as defined on page 61)67), (1) the NEO is involuntarily terminated by the company other than for Cause, or (2) the NEO voluntarily terminates employment with the company for Good Reason (as defined on page 62)67), then the NEO would receive the same severance pay under the Senior Executive Plan as the NEO would have received in the event of involuntary termination before a Change of Control, and 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. 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 NEO was involuntarily terminated by the company other than for Cause, or (2) the NEO voluntarily terminated employment with the company for Good Reason.
In the event of a Change of Control, the NEO would receive a lump sum equal to the present value of the NEO'stheir benefit under the Excess Pension Plan and his or hertheir 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. (See (6) Additional Pension Benefits below for a description of Mr. Bloom's Excess Pension Plan benefit upon a Change in Control.)
No gross-up would be provided in any event for any excise taxes that apply to an NEO upon a Change of Control.
Other Benefits in the Event of Death or Disability
In the event of death, an NEO would also 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 $100,000, unless the employee had elected a flat amount of $50,000.  
In the event of disability, the NEO would be entitled to short and long term disability benefits if he or shethey 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 continuewould be eligible to participate in company health benefit and life insurance plans for up to a maximum of three years.
Eligibility for Retirement Treatment
None of the NEOs were retirement eligible at December 31, 2017, except for Mr. Rupp, who was eligible to receive retirement treatment for his 2016 and 2017 LTI awards under the Rule of 65 described below.
For AIP awards, an NEO is eligible forwill receive retirement treatment if they meet one of the following retirement definitions as of the last date paid: (i) the NEO is at least age 55 with at least 5 years of service, and age plus service equals or exceeds 65 (the "Rule of 65") or (ii) the NEO is at least age 50, has at least 10 years of service and the sum of the NEO’s age and service is equal to at least 70, or (ii) the NEO is at least age 65 with at least 5 years of service (the"Rule(the "Rule of 70"). All of the NEOs were eligible to receive retirement treatment for their AIP awards as of December 31, 2020.
For the 20162018, 2019 and 20172020 LTI awards, an NEO will receive retirement treatment if he or she providesthey provide written notice three months in advance of his or hertheir planned retirement date, continues to perform his or hertheir job responsibilities satisfactorily, and meets one of

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COMPENSATION MATTERS

the following retirement definitions as of the last date paid: (i) the NEO is at least age 55 with at least 5 years of service, and age plus service equals or exceeds 65 (the "Rule of 65"), or (ii) as of the 2016 annual grant date of March 1, 2016, the NEO was at least age 50 with at least 10 years of service and the sum of the NEO's age and service was equal to at least 70 , and the NEO had an outstanding LTI grant as of December 31, 2015.
For the 2015 LTI awards, an NEO will Messrs. Swift, Elliot, Bloom, and Robinson were eligible to receive retirement treatment iffor their 2018, 2019 and 2020 LTI awards under the Rule of 65, as of the last date paid: (i) the NEO is at least age 50, has at least 10 years of service and the sum of the NEO’s age and service is equal to at least 70, or (ii) the NEO is at least age 65 with at least 5 years of service.described below.
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COMPENSATION MATTERS
Payments upon Termination or Change of Control
The table and further discussion below (including the section titled Treatment of Former NEO) address benefits that would be payable to the NEOs as of December 31, 2017 as a result of2020 assuming their termination of employment on December 31, 2020 under various circumstances or in the event of a Change of Control.Control effective December 31, 2020 (and, in the case of Mr. Johnson, that were actually payable upon his retirement on December 31, 2020). The benefits discussed below are in addition to:
the•The vested stock options set forth in theOutstanding Equity Awards at Fiscal Year-End Tableon page 53,58,
the•The vested performance shares set forth in theOption Exercises and Stock Vested Tableon page 54,59,
the•The vested pension benefits set forth in thePension Benefits Tableon page 55,60, and
the•The vested benefits set forth in theNon-Qualified Deferred Compensation Tableon page 5662 (benefits payable from the Excess Savings Plan).
The value of amounts shown for accelerated stock option and other LTI vesting isare calculated using the NYSE closing price per share of the company’s common stock on December 29, 201731, 2020 of $56.28.$48.98.
Payment TypeChristopher
Swift		Beth
Costello		Douglas
Elliot		William BloomDavid Robinson
VOLUNTARY TERMINATION OR RETIREMENT
2020 AIP Award ($)(1)2,400,000 1,000,000 1,520,000 800,000 580,000 
Accelerated Stock Option Vesting ($)(2)— — — — — 
Accelerated Performance Share Vesting ($)(3)7,991,725 — 4,990,567 1,216,364 1,216,364 
Accelerated Other LTI Vesting ($)(3)— — — — — 
Benefits Continuation and Outplacement ($)(5)— — — — — 
TOTAL TERMINATION BENEFITS ($)10,391,725 1,000,000 6,510,567 2,016,364 1,796,364 
INVOLUNTARY TERMINATION – NOT FOR CAUSE
2020 AIP Award ($)(1)2,400,000 1,000,000 1,520,000 800,000 580,000 
Cash Severance ($)(4)8,300,000 3,950,000 5,700,000 3,250,000 2,650,000 
Accelerated Stock Option Vesting ($)(2)— — — — — 
Accelerated Performance Share Vesting ($)(3)7,991,725 872,031 4,990,567 1,216,364 1,216,364 
Accelerated Other LTI Vesting ($)(3)— — — — — 
Benefits Continuation and Outplacement ($)(5)41,904 42,275 36,151 35,925 41,904 
TOTAL TERMINATION BENEFITS ($)18,733,629 5,864,306 12,246,718 5,302,289 4,488,268 
CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT FOR CAUSE OR TERMINATION FOR GOOD REASON
2020 AIP Award ($)(1)2,400,000 1,000,000 1,520,000 800,000 580,000 
Cash Severance ($)(4)8,300,000 3,950,000 5,700,000 3,250,000 2,650,000 
Accelerated Stock Option Vesting ($)(2)— — — — — 
Accelerated Performance Share Vesting ($)(3)7,991,725 1,729,115 4,990,567 1,216,364 1,216,364 
Accelerated Other LTI ($)(3)— — — — — 
Benefits Continuation and Outplacement ($)(5)41,904 42,275 36,151 35,925 41,904 
Additional Pension Benefits ($)— — — 163 — 
TOTAL TERMINATION BENEFITS ($)18,733,629 6,721,390 12,246,718 5,302,452 4,488,268 
INVOLUNTARY TERMINATION – DEATH OR DISABILITY
2020 AIP Award ($)(1)2,400,000 1,000,000 1,520,000 800,000 580,000 
Accelerated Stock Option Vesting ($)(2)— — — — — 
Accelerated Performance Share Vesting ($)(3)7,991,725 1,729,115 4,990,567 1,216,364 1,216,364 
Accelerated Other LTI Vesting ($)(3)— — — — — 
Benefits Continuation ($)(5)51,210 52,323 33,948 33,272 51,210 
TOTAL TERMINATION BENEFITS ($)10,442,935 2,781,438 6,544,515 2,049,636 1,847,574 
Payment Type 
Christopher
Swift

 
Beth
Bombara

 
Douglas
Elliot

 
Brion
Johnson

 William Bloom
Robert
Rupp

VOLUNTARY TERMINATION OR RETIREMENT           
2017 AIP Award ($)(1)
 —
 —
 —
 —
 —
—
Accelerated Stock Option Vesting ($)(2)
 —
 —
 —
 —
 —
1,179,952
Accelerated Performance Share Vesting ($)(3)
 —
 —
 —
 —
 —
1,408,632
Accelerated Other LTI Vesting ($)(3)
 —
 —
 —
 —
 —
—
TOTAL TERMINATION BENEFITS ($) —
 —
 —
 —
 —
2,588,584
  
INVOLUNTARY TERMINATION – NOT FOR CAUSE           
2017 AIP Award ($)(1)
 4,675,000
 1,900,000
 3,150,000
 2,300,000
 1,575,000
1,500,000
Cash Severance ($)(4)
 7,700,000
 3,600,000
 5,550,000
 3,750,000
 2,700,000
3,600,000
Accelerated Stock Option Vesting ($)(2)
 2,291,454
 577,230
 1,533,215
 431,020
 253,250
1,179,952
Accelerated Performance Share Vesting ($)(3)
 4,516,189
 1,088,962
 2,949,804
 868,794
 536,123
1,408,632
Accelerated Other LTI Vesting ($)(3)
 —
 —
 —
 —
 —
—
Benefits Continuation and Outplacement ($)(5)
 38,918
 29,258
 34,047
 38,831
 38,918
33,939
TOTAL TERMINATION BENEFITS ($) 19,221,561
 7,195,450
 13,217,066
 7,388,645
 5,103,291
7,722,523
            
CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT FOR CAUSE OR TERMINATION FOR GOOD REASON
           
2017 AIP Award ($)(1)
 4,675,000
 1,900,000
 3,150,000
 2,300,000
 1,575,000
1,500,000
Cash Severance ($)(4)
 7,700,000
 3,600,000
 5,550,000
 3,750,000
 2,700,000
3,600,000
Accelerated Stock Option Vesting ($)(2)
 6,242,257
 1,522,023
 4,143,665
 1,201,680
 742,651
1,236,524
Accelerated Performance Share Vesting ($)(3)
 8,932,593
 2,136,951
 5,863,588
 1,734,887
 1,092,001
1,709,618
Accelerated Other LTI Vesting ($)(3)
 1,768,543
 1,061,159
 1,768,543
 1,061,159
 1,079,507
1,061,159
Benefits Continuation and Outplacement ($)(5)
 38,918
 29,258
 34,047
 38,831
 38,918
33,939
Additional Pension Benefits ($)(6)
—
—
 —
—
—
—
—
 225
—
TOTAL TERMINATION BENEFITS ($) 29,357,311
 10,249,391
 20,509,843
 10,086,557
 7,228,302
9,141,240
  
INVOLUNTARY TERMINATION – DEATH OR DISABILITY           
2017 AIP Award ($)(1)
 4,675,000
 1,900,000
 3,150,000
 2,300,000
 1,575,000
1,500,000
Cash Severance ($)(4)
 —
 —
 —
 —
 —
—
Accelerated Stock Option Vesting ($)(2)
 6,242,257
 1,522,023
 4,143,665
 1,201,680
 742,651
1,236,524
Accelerated Performance Share Vesting ($)(3)
 7,395,530
 1,760,776
 4,869,346
 1,444,651
 920,009
1,408,632
Accelerated Other LTI Vesting ($)(3)
 —
 —
 —
 —
 —
—
Benefits Continuation and Outplacement ($)(5)
 43,571
 14,136
 29,239
 43,198
 43,571
27,184
TOTAL TERMINATION BENEFITS ($) 18,356,358
 5,196,935
—
12,192,250
—
4,989,529
—
3,281,231
4,172,340

642018 Proxy Statement59www.thehartford.com
COMPENSATION MATTERS

(1) 20172020 AIP Award
Voluntary Termination or Retirement. Generally, upon a voluntary termination of employment during 2020, the NEOsNEO would not be eligible to receive an AIP award for 20172020 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 20172020 based on the portion of the year served, payable no later than March 15 following the calendar year of termination. NoneAll of the NEOs were eligible for retirement eligible attreatment as of December 31, 2017. Mr. Rupp became retirement eligible2020 under the "RuleAIP. The amounts shown represent the actual award payable for 2020, as reflected in the “Non-Equity Incentive Plan Compensation” column of 70" as of January 2, 2018.the Summary Compensation Table on page 55.
Involuntary Termination – Not For Cause. Each NEO would be eligible for a pro rata portion of his or her 2017their 2020 AIP award. The amounts shown represent the actual award payable for 2017,2020, as reflected in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Tableon page 50.55.
Involuntary Termination – Not For Cause, or a Termination For Good Reason, Within Two Years Following a Change of Control.Each NEO would be eligible for a pro rata portion of his or her2017their 2020 AIP award, commensurate with amounts received by the executives who did not terminate employment. The amounts shown represent the actual award payable for 2017,2020, as reflected in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Tableon page 50.55.
Involuntary Termination For Cause.No AIP award would be payable.
Death or Disability. Each NEO would receive a 20172020 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 vested as of the date of his or hertheir termination of employment within the four months ofmonth period following termination of employment but not beyond the scheduled expiration date.
If the NEO is retirement-eligible,retirement eligible, unvested stock options would immediately vest, and vestedvest. Vested options mustwould need to be exercised within five years of the applicable retirement date but notno later than the scheduled expiration date. NoneAll of the NEOs, except for Ms. Costello, were eligible for retirement treatment atas of December 31, 2017, except for Mr. Rupp, who was eligible to receive full vesting of his 20162020 on their 2018, 2019 and 2017 stock2020 option awards. Further, if Mr. Rupp met certain conditions prior to termination of employment, he would receive pro rata vesting of his 2015 stock option award.
Involuntary Termination – Not For Cause. Each NEO would be entitled to pro rata vesting of unvested stock options as long as the options had been outstanding for at least one year from the date of grant. Stock options vested as of the date 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 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. Costello, were eligible for retirement treatment as of December 31, 2020 on their 2018, 2019 and 2020 option awards.
Change of Control. Stock options 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 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 provide the in-the-money value of accelerated stock option vesting presuming that all options were to vest upon a Change of Control on December 31, 20172020 (i.e., that the stock option awards were not honored or replaced, or that the NEOs were terminated at the time of the Change of Control without Cause). or quit for Good Reason.
Involuntary Termination For Cause. All unvested stock options would be canceled.
Death or Disability. All outstandingunvested stock options would become fully vested. Vested optionsvest and would need to be exercised within five years of the applicable termination date but not beyondno later than the scheduled expiration date.
(3) Accelerated Vesting of Performance Shares and Other LTI Awards
Voluntary Termination or Retirement. For a voluntary termination, unvested performance shares and RSUs would be canceled as of the termination of employment date, unless the Compensation Committee determined otherwise. For retirement eligible employees, performance shares awards granted on March 1, 2016 would pro-rata vest and performance share awards granted on February 28, 201726, 2019 and February 25, 2020 would fully vest, subject to compliance with a non-competenon-competition provision. NoneAs of December 31, 2020, all of the NEOs, except for Ms. Costello, were eligible to receive retirement treatment on their outstanding performance share awards, subject to compliance with the non-competition provision. The amounts shown included dividend equivalents accrued as of December 31, 2017, except for Mr. Rupp who was eligible to receive retirement treatment2020 on his outstandingFebruary 25, 2020 performance share awards. Unless the Compensation Committee determined otherwise, Mr. Rupp's RSU award granted on October 30, 2013 would be forfeited, consistent with the terms of that award.
Involuntary Termination – Not For Cause. Each NEOAll of the NEOs, except for Ms. Costello, would receive full vesting for their 2019 and 2020 performance share awards due to eligibility for retirement treatment, subject to compliance with the non-competition provision. Ms. Costello, who is not retirement eligible, would be entitled to pro rata paymenttreatment of the 20162019 and 20172020 performance share awards at the end of the applicable performance period, except for Mr. Rupp who would receive full vesting for his 2017 performance share award due to his eligibility for retirement treatment for this award.period. The amount shown is the value the NEO would be
2021 Proxy Statement65
COMPENSATION MATTERS
entitled to at the end of the respective performance period for these awards to which pro rata (and for Mr. Rupp, full)or full payment applies, based on $56.28,$48.98, the closing stock price on December 29, 2017,31, 2020, and payout at target. RSUs resulting from the October 2013 special equity grant and the RSUs granted to Mr. BloomThe amounts shown include dividend equivalents accrued as of December 31, 2020 on August 1, 2016 would be forfeited, unless the Compensation Committee determined otherwise.

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February 25, 2020 performance awards.
Change Of Control. RSU and performance share awards 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 RSU awards and the 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 Mr. Bloom's RSU award and the 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 $56.28,$48.98, the closing stock price on December 29, 2017,31, 2020, and, in the case of performance shares, a payout at target. The Compensation Committee could determine that performance share awards would pay out at greater than the target amount. The amounts shown include dividend equivalents accrued as of December 31, 2020 on February 25, 2020 performance awards.
Involuntary Termination For Cause. All unvested awards would be canceled.
Death or Disability. Performance share awards granted in 20172019 and 2020 would vest in full at target and be payable within 60 days of the termination date. ForThe amounts shown include dividend equivalents accrued as of December 31, 2020 on February 25, 2020 performance share awards granted in 2016, a prorated portion of outstanding performance shares would be payable at the end of the performance period. RSUs resulting from the October 2013 special equity grant and the RSUs granted to Mr. Bloom on August 1, 2016 would be forfeited, unless the Compensation Committee determined otherwise.awards.
(4) Cash Severance Payments
Voluntary Termination or Retirement, Involuntary Termination For Cause, Death or Disability. No benefits would be payable.
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 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, 20172020 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 NEO of an excise tax on “excess parachute 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 NEO 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. 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.
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.
Involuntary Termination - Death or Disability. 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.
(6) Additional Pension Benefits Upon a Change in Control
In the event of a Change in Control, all participants in the Excess Pension Plan automatically receive, in a single lump sum, the present value of the benefit accrued as of the date of the Change in Control, provided that the Change of Control also constitutes a "change of control" as defined in regulations issued under Section 409A of the Internal Revenue Code. In such event, the provisions of the Excess Pension Plan regarding the calculation of the lump sum payments due under that Plan's final average pay formula provide for different assumptions to be used, including lower discount rates, than have historically been assumed by the company for GAAP financial reporting purposes. In the event of a Change of Control, the hypothetical lump sum payout from the Excess Pension Plan to Mr. Bloom would thus be greater by $163 than the accumulated benefit present value set forth in the Pension Benefits Table on page 60.
TREATMENT OF FORMER NEO
In June 2020, the company announced Brion Johnson's decision to retire. As part of his transition, he continued as an employee of the company in an advisory capacity until his retirement on December 31, 2020. No adjustments were made to Mr. Johnson’s salary or benefits during this transition period. Upon Mr. Johnson's retirement on December 31, 2020, his outstanding, unvested equity awards received the following treatment:
•Stock options granted on February 27, 2018 accelerated so that the final tranche of 18,988 options became vested on December 31, 2020, which are included in the Outstanding Equity table on page 58.
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COMPENSATION MATTERS
•Stock options granted on February 26, 2019 accelerated so that the final two tranches of 49,815 options became vested on December 31, 2020, which are included in the Outstanding Equity table on page 58.
•Stock options granted February 25, 2020 accelerated so that all 67,463 options became vested on December 31, 2020, which are included in the Outstanding Equity table on page 58.
•Performance shares granted in 2019 and 2020 will vest based on actual performance following the end of their respective performance periods, subject to Mr. Johnson's compliance with the non-competition provision applicable to such awards during the remainder of their respective performance periods. Such awards remain subject to the achievement of the applicable performance criteria and will be paid in 2022 and 2023, 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 31, 2020 ($48.98) and payout at target performance, and including dividend equivalents accrued as of December 31, 2020 on Mr. Johnson's 2020 performance award, would be $1,671,055.

Mr. Johnson also received a cash AIP award of $1,000,000 as shown in the Summary Compensation Table on page 55.

DEFINITIONS
“Cause” as used above is defined differently, depending upon whether an event occurs before or after a Change of Control.
prior•    Prior to a Change of Control, “Cause” is generally defined as termination for misconduct or other disciplinary action.
upon•    Upon the occurrence of a Change of Control, “Cause” is generally defined as the termination of the executive’s employment due to: (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’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’s business or reputation.
“Change of Control” is generally defined as:
the•     The 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 company entitled to vote in the election of directors of the company;
a•     A person purchases shares pursuant to a tender offer or exchange offer to acquire stock of the company (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 company entitled to vote in the election of directors of the company;
the•     The consummation of a merger, consolidation, recapitalization or reorganization of the company approved by the stockholders of the company, other than in a transaction immediately following which the persons who were the beneficial owners of the outstanding securities of the company entitled to vote in the election of directors of the company immediately prior to such transaction are the beneficial owners of at least 55% of the total voting power represented by

2018 Proxy Statement61
COMPENSATION MATTERS

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 company entitled to vote in the election of directors of the company immediately prior to such transaction;
the•     The consummation of a sale, lease, exchange or other transfer of all or substantially all the assets of the company approved by the stockholders of the company; or
within•     Within any 24 month period, the persons who were directors of the company 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, 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 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 company to effect a merger or sale transaction described above.
“Good Reason” is generally defined as:
the•    The 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;
a•     A material reduction in base pay or target AIP award;
being•     Being 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);
a•     A failure by the company to obtain the assumption and agreement to perform the provisions of the Senior Executive Plan by a successor; or
a•     A termination asserted by the company to be for cause that is subsequently determined not to constitute a termination for Cause.

2021 Proxy Statement67
COMPENSATION MATTERS
CEO Pay Ratio
For 2017,2020, Mr. Swift had total compensation, as reported in the Summary Compensation Table on page 50,55, of $13,115,285,$11,806,195, while our median employee had total compensation of $91,865,$92,639, yielding a CEO pay ratio of 143127 times the median. Annual base salary at year-end 20172020 was used to determine the median employee.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. No statistical sampling was used andAll non-U.S. employees were excluded using the 5% de minimis rule (4(159 employees were based in the U.K., 59 in Belgium, 7 in Canada, at year-end)6 in Hong Kong, 4 in Switzerland and 1 in the Netherlands).

62www.thehartford.com
68INFORMATION ON STOCK OWNERSHIPwww.thehartford.com

INFORMATION ON STOCK OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of March 19, 2018:22, 2021: (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.

As of March 19, 2018,22, 2021, no individual director, NEO or director nomineeSection 16 executive officer beneficially owned 1% or more of the total outstanding shares of our common stock. The directors, NEOs and Section 16 executive officers as a group beneficially owned approximately 1.5%1.55% of the total outstanding shares of our common stock as of March 19, 2018.
22, 2021.
Name of Beneficial Owner
Common Stock(1)

Total(2)

Name of Beneficial Owner
Common Stock(1)
Total(2)
Robert B. Allardice, III30,573
30,573
Robert B. Allardice, III19,921
William A. Bloom94,920
220,884
William A. Bloom235,159380,463
Beth Bombara279,617
487,360
Beth Costello(3)
Beth Costello(3)
465,587660,299
Larry De ShonLarry De Shon5,083
Carlos Dominguez743
743
Carlos Dominguez12,997
Douglas Elliot(3)
1,270,163
1,313,507
1,294,1151,841,775
Trevor Fetter(4)66,362
66,362
114,582
Donna JamesDonna James891
Brion Johnson273,518
454,037
Brion Johnson208,342242,569
Stephen P. McGill1,240
1,240
Kathryn A. Mikells(5)65,071
65,071
89,940
Michael G. Morris76,156
76,156
Michael G. Morris91,242
Thomas A. Renyi64,980
64,980
Julie G. Richardson(4)
31,973
31,973
David RobinsonDavid Robinson199,587338,405
Teresa W. Roseborough12,746
12,746
Teresa W. Roseborough23,094
Virginia P. Ruesterholz25,531
25,531
Virginia P. Ruesterholz36,932
Robert Rupp545,015
545,015
Charles B. Strauss62,557
62,557
Christopher J. Swift(3)(5)
2,061,944
2,114,916
H. Patrick Swygert45,351
45,351
Greig Woodring(6)
1,324
1,324
All directors, director nominees and Section 16 executive officers as a group (25 persons)5,484,830
6,413,552
Christopher J. Swift(6)
Christopher J. Swift(6)
2,254,8783,154,435
Matthew WinterMatthew Winter5,568
Greig Woodring(7)
Greig Woodring(7)
11,663
All directors, NEOs and Section 16 executive officers as a group (23 persons)All directors, NEOs and Section 16 executive officers as a group (23 persons)5,543,2407,845,897
(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 19, 2018: (i) may be acquired by directors 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 19, 2018,
(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 22, 2021: (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 22, 2021, (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 19, 2018 or within 60 days thereafter by: Mr. Bloom, 68,447 shares; Ms. Bombara, 244,464 shares; Mr. Elliot, 1,000,948 shares; Mr. Johnson, 223,642 shares; Mr. Rupp, 453,013 shares; Mr. Swift, 1,670,740 shares; and all Section 16 executive officers as a group, 3,978,749 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, performance shares (at target) and stock options that may vest or become exercisable more than 60 days after March 19, 2018.
(3)The amount shown for Messrs. Elliot and Swift reflects retirement eligibility as of March 19, 2018 or within 60 days thereafter, as applicable.
(4)
The amount shown includes 1,500 shares of common stock held by three separate trusts for which Ms. Richardson serves as co-trustee.
(5)
The amount shown includes 3,750 shares of common stock held by Mr. Swift’s spouse and 69,050 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 22, 2021 or within 60 days thereafter by: Mr. Bloom, 197,806 shares; Ms. Costello, 405,291 shares; Mr. Elliot, 1,087,245 shares; Mr. Johnson, 192,268 shares; Mr. Robinson, 168,906 shares; Mr. Swift, 1,921,871 shares; and all NEOs and Section 16 executive officers as a group, 4,309,178 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 22, 2021, and all outstanding performance shares (at target).
(3)The amount shown includes 11 shares of common stock held by Ms. Costello’s spouse.
(4)The amount shown includes 10,188 shares of common stock held by a trust for which Mr. Fetter serves as trustee.
(5)The amount shown includes 11,800 shares of common stock held by a limited liability company of which Ms. Mikells is a member.
(6)The amount shown includes 43,179 shares of common stock held by Mr. Swift’s spouse and 151,905 held in two trusts for which Mr. Swift or his spouse serves as trustee.
(7)The amount shown includes 84 shares of common stock held by a trust for which Mr. Woodring serves as trustee.
(6)The amount shown includes 84 shares of common stock held by trust for which Mr. Woodring serves a trustee.

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INFORMATION ON STOCK OWNERSHIP

CERTAIN SHAREHOLDERS
The following table shows those persons known to the company as of February 14, 201816, 2021 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 OwnerAmount and Nature of Beneficial Ownership
Percent of Class(1)
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
35,985,99238,908,481(2)
10.08%10.86%
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
28,643,44224,677,290(3)
8.0%6.9%
JPMorgan Chase & Co.
270 Park383 Madison Avenue
New York, NY 1001710179
25,497,41720,413,518(4)
7.1%5.6%
State Street Corporation
One Lincoln Street
Boston, MA 02111
22,146,22919,738,870(5)

6.21%5.51%
(1)
(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, 2017.
(2)
This information is based solely on information contained in a Schedule 13G/A filed on February 9, 2018 by The Vanguard Group to report that it was the beneficial owner of 35,985,992 shares of our common stock as of December 31, 2017. Vanguard has (i) the sole power to vote or to direct the vote with respect to 500,367 of such shares, (ii) shared power to vote or to direct the vote with respect to 96,279 of such shares, (iii) the sole power to dispose or direct the disposition with respect to 35,399,125 of such shares and (iv) the shared power to dispose or direct the disposition of 586,867 of such shares.
(3)
This information is based solely on information contained in a Schedule 13G/A filed on February 8, 2018 by BlackRock, Inc. to report that it was the beneficial owner of 28,643,442 shares of our common stock as of December 31, 2017. BlackRock has (i) sole power to vote or to direct the vote with respect to 24,810,835 of such shares; and (ii) sole power to dispose or direct the disposition of 28,643,442 of such shares.
(4)
This information is based solely on information contained in a Schedule 13G filed on January 22, 2018 by JPMorgan Chase & Co. to report that it was the beneficial owner of 25,497,417 shares of our common stock as of December 31, 2017. JPMorgan has (i) sole power to vote or to direct the vote with respect to 23,703,978 of such shares; (ii) shared power to vote or to direct the vote of 96,951 of such shares; (iii) sole power to dispose or to direct the disposition of 25,305,888 of such shares; and (iv) shared power to dispose or to direct the disposition of 189,483 of such shares.
(5)
This information is based solely on information contained in a Schedule 13G filed on February 14, 2018 by State Street Corporation to report that it was the beneficial owner of 22,146,229 shares of our common stock as of December 31, 2017. State Street has (i) the shared power to vote or to direct the vote with respect to 22,146,229 of such shares and (ii) shared power to dispose or direct the disposition of 22,146,229 of such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 as of December 31, 2020.
(2)This information is based solely on information contained in a Schedule 13G/A filed on February 10, 2021 by The Vanguard Group to report that it was the beneficial owner of 38,908,481 shares of our common stock as of December 31, 2020. 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 578,011 of such shares, (iii) sole power to dispose or direct the disposition with respect to 37,323,787 of such shares and other equity securities. Section 16 executive officers, directors(iv) the shared power to dispose or direct the disposition of 1,584,694 of such shares.
(3)This information is based solely on information contained in a Schedule 13G/A filed on January 29, 2021 by BlackRock, Inc. to report that it was the beneficial owner of 24,677,290 shares of our common stock as of December 31, 2020. BlackRock has (i) sole power to vote or to direct the vote with respect to 21,087,803 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 24,677,290 of such shares; and greater than 10% shareholders are required(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/A filed on January 25, 2021 by SEC regulationJPMorgan Chase & Co. to furnish usreport that it was the beneficial owner of 20,413,518 shares of our common stock as of December 31, 2020. JPMorgan has (i) sole power to vote or to direct the vote with copiesrespect to 19,432,505 of all Section 16(a) forms they file.such shares; (ii) shared power to vote or to direct the vote of 40,120 of such shares; (iii) sole power to dispose or to direct the disposition of 20,374,674 of such shares; and (iv) shared power to dispose or to direct the disposition of 26,751 of such shares.
Based upon(5)This information is based solely on information contained in a reviewSchedule 13G filed on February 12, 2021 by State Street Corporation to report that it was the beneficial owner of filings19,738,870 shares of our common stock as of December 31, 2020. 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 SECvote with respect to 18,014,795 of such shares and written representations from our directors(iii) sole power to dispose or to direct the disposition of none of such shares; and Section 16 executive officers that no other reports were required, we believe that all Section 16(a) reports were filed timely in 2017.(iv) shared power to dispose or direct the disposition of 19,698,477 of such shares.


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70INFORMATION ABOUT THE MEETINGwww.thehartford.com

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 Notice of 20182021 Annual Meeting of Shareholders, Proxy Statement and 20172020 Annual Report by writing to Donald C. Hunt, 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 20182021 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 5, 2018.March 29, 2021.
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.
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 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, 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.
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, 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 19, 2018 (the “Record Date”) may vote at the Annual Meeting. On the Record Date, we had 360,924,503 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.
A:     Holders of our common stock at the close of business on March 22, 2021 (the “Record Date”) may vote at the Annual Meeting. On the Record Date, we had 357,287,856 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 66.72. 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 66.

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72.
Q: What vote is required to approve each proposal?
A:
A:Proposal
Voting Standard
1Election of DirectorsA director will be elected if the number of shares voted “for” that director exceeds the number of votes “against” that directordirector.
2To ratify the appointment of our independent registered public accounting firmAn affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to votevote.
3To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statementAn affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to votevote.

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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.
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:
A:Subject to the limitations described below, you may vote by proxy:
By internetBy telephone
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mobilephonea02.jpgimage681.jpg
Visit 24/7
www.proxyvote.com
Dial toll-free 24/7

1-800-690-6903
  
By mailing your Proxy CardIn personAt the annual meeting
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personvotingpagea01.jpgin_person1.jpg
Cast your ballot, sign your proxy card and send by mailShareholders of record may join us in person atFollow the Annual Meetinginstructions on the virtual meeting site
When voting on any proposal you may vote “for” or “against” the item 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. 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 may vote your shares in person at 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.
A:     You may vote online during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/HIG2021, entering the 16-digit control number provided on your proxy card, voting instruction form or notice, and following the 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 and Proposal #3. 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.
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 and Proposal #3. 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.
Abstentions are included in the determination of shares present for quorum purposes.
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 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 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.




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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.
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 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).
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 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/HIG2021 (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:
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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Q: How can I submit a proposal for inclusion in the 20192022 proxy statement?
A:
We must receive proposals submitted by shareholders for inclusion in the 2019 proxy statement relating to the 2019 Annual Meeting no later than the close of business on December 6, 2018. Any proposal received after that date will not be included in our proxy materials for 2019. In addition, all proposals for inclusion in the 2019 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 2019 Annual Meeting unless we receive notice of the proposal by Friday, February 15, 2019.
A:     We must receive proposals submitted by shareholders for inclusion in the 2022 proxy statement relating to the 2022 Annual Meeting no later than the close of business on November 29, 2021. Any proposal received after that date will not be included in our proxy materials for 2022. In addition, all proposals for inclusion in the 2022 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 2022 Annual Meeting unless we receive notice of the proposal by Friday, February 18, 2022. Proposals should be addressed to Donald C. Hunt, 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 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:
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 athttp://ir.thehartford.comfor the following information, which is also available in print without charge to any shareholder who requests it in writing:
 SEC Filings
 • Copies of this proxy statement
 • Annual Report on Form 10-K for the fiscal year ended December 31, 20172020
 • Other filings we have made with the SEC
 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
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.
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.

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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 company may solicit proxies by telephone, telegram or mail, or by meetings with shareholders or their representatives. The company will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners. The company has engaged Morrow Sodali LLC to solicit proxies for the Annual Meeting for a fee of $13,000, plus the payment of Morrow’s out-of-pocket expenses. The company will bear all expenses relating to the solicitation of proxies.
The proxy materials are available to you via the Internet. Shareholders who access the company’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 notice of Internet availability contains instructions as to how to access and review these materials. You may also refer to the notice 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’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2020.
By order of the Board of Directors,
hunt_signature1.jpg
Donald C. Hunt
Vice President and Corporate Secretary
Dated: April 5, 2018March 29, 2021
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).


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APPENDIX Awww.thehartford.com

APPENDIX A: RECONCILIATION OF GAAP TO NON-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. 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, are not required to those of other companies. Definitions and calculations of non-GAAP and other financial measures used in this proxy statement can be uniformly appliedfound below and are not audited, they should be viewed in addition to, and not as an alternativeThe Hartford's Investor Financial Supplement for the company’s reported results prepared in accordance with GAAP.fourth quarter 2020, which is available on The Hartford's website, https:// ir.thehartford.com.
Core Earnings: The Hartford uses the non-GAAP measure core earnings as an important measure of the company’sCompany’s operating performance. The Hartford believes that the measure core earnings provides investors with a valuable measure of the performance of the company’sCompany’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 capital gains and losses certain restructuring and other costs, integration and transaction costs in connection with an acquired business, pension settlements, loss on extinguishment of debt, gains and losses on reinsurance transactions, income tax benefit from reduction in deferred income tax valuation allowance, impact of tax reform on net deferred tax assets, and results of discontinued operations.- Some realized capital 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 (net of tax) that tend to be highly variable from period to period based on capital market conditions. The Hartford believes, however, that some realized capital 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 a 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 transaction costs in connection with an acquired business - As transaction costs are incurred upon acquisition of a business and integration costs are completed within a short period after an acquisition, they do not represent ongoing costs 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 including the full benefit from retroactive reinsurance in core earnings provides greater insight into the economics of the business.
•Change in valuation allowance on deferred taxes related to non-core components of pre-tax income - These changes in valuation allowances are excluded from core earnings because they relate to non-core components of pre-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 a recurring expense as long as the preferred stock is outstanding.
Net income (loss) isand net income (loss) available to common stockholders are the most directly comparable U.S. GAAP measure.measures to core earnings. Core earnings should not be considered as a substitute for net income (loss) or net income (loss) available to common stockholders and does not reflect the overall profitability of the company’sCompany’s business. Therefore, The Hartford believes that it is useful for investors to evaluate both net income (loss), net income (loss) available to common stockholders, and core earnings when reviewing the company’sCompany’s performance. Below is a reconciliation of net income (loss) available to common stockholders to core earnings for the years ended Dec. 31, 20172020 and 2016.2019.
2021 Proxy Statement75
APPENDIX A
($ in millions)Year Ended Dec. 31, 2020Year Ended Dec. 31, 2019
Net income available to common stockholders$1,716 $2,064 
Adjustments to reconcile net income available to common stockholders to core earnings:
Net realized capital losses (gains), excluded from core earnings, before tax18 (389)
Restructuring and other costs, before tax104 — 
Loss on extinguishment of debt, before tax— 90 
Loss on reinsurance transaction, before tax— 91 
Integration and transaction costs associated with acquired business, before tax51 91 
Change in loss reserves upon acquisition of a business, before tax— 97 
Change in deferred gain on retroactive reinsurance, before tax312 16 
Income tax expense (benefit)(1)
(115)2 
Core Earnings$2,086 $2,062 
(1) Primarily represents federal income tax expense (benefit) related to before tax items not included in core earnings. The year ended December 31, 2020 included a tax benefit of $18 related to the loss on sale of Continental Europe Operations.

Compensation Core Earnings: As discussed under “Annual Incentive Plan Awards” on page 3,42, at the beginning of each year, the Compensation Committee approves a definition of “Compensation Core Earnings,” a non-GAAP financial measure. Compensation Core Earnings is used to set AIP award targets and threshold levels below which no AIP award is earned. Below is the Compensation Committee’s 20172020 definition of “Compensation Core Earnings” and a reconciliation of core earnings to this non-GAAP financial measure to 2017 GAAP net income.measure.
($ in millions) 
2017 GAAP Net Income$(3,131)
Less adjustments:  
Net realized capital gains (losses), excluded from core earnings, before tax160
Loss on reinsurance transactions, before tax
—


Pension settlement, before tax(750)
Integration and transaction costs associated with acquired business, before tax(17)
Income tax benefit (expense), including amounts related to before tax items excluded from core earnings(669)
Income (loss) from discontinued operations, after tax(2,869)
= Core Earnings(1)  
$1,014
Adjusted for, after tax:  
Income (losses) associated with the cumulative effect of accounting changes—
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses, that are (below) or above the annual catastrophe budget291
Prior accident year reserve development associated with asbestos and environmental reserves, net of reinsurance recoveries—
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/current year non-recurring tax benefits or charges(2)
267
= Compensation Core Earnings $1,572
(1)
As reported($ in the company’s Investor Financial Supplement for the year ended December 31, 2017 furnished to the SEC. 
millions)
(2)2020 Core Earnings as reportedIncludes $278$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 budget(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 charges18 
Total equity method earnings that are below or (above) the 2020 operating budget from the limited partnership that owns Talcott Resolution through September 30, 2017, as described on page 44, $(1) of(21)
Total Hartford Funds earnings fromthat are below or (above) the group life and disability business acquired from Aetna Inc. on November 1, 2017, and $(10) after tax in additional AIP accrual.2020 operating budget3 
Compensation Core Earnings $1,767



7076www.thehartford.com
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 companyCompany 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 companyCompany believes it is important for investors to evaluate both core earnings margin and net income margin when reviewing performance. ABelow is a reconciliation of net income margin to core earnings margin for the year ended Dec. 31, 2017 and 2016 is set forth below.2020.
MarginYear Ended Dec. 31, 20172020
Net income margin8.4%6.4%
Less: Effect ofAdjustments to reconcile net income margin to core earnings margin:
Net realized capital gains (losses), net oflosses (gains) excluded from core earnings, before tax0.1%(0.4)%
Less: Effect of integrationIntegration and transaction costs net ofassociated with acquired business, before tax(0.9)0.3 %
Less: Income tax benefit— %
Impact of tax reformexcluding buyouts from denominator of core earnings margin4.0%0.1 %
= Core earnings margin5.2%6.4%

Core Earnings Return on Equity: The companyCompany provides different measures of the return on stockholders' equity (“ROE”). Net income ROE is calculated by dividing (a) net income for the prior four fiscal quarters by (b) average common stockholders' equity, including accumulated other comprehensive income ("AOCI")(ROE). Core Earningsearnings 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 companyCompany excludes AOCI in the calculation of core earnings ROE to provide investors with a measure of how effectively the companyCompany is investing the portion of the company'sCompany's net worth that is primarily attributable to the company'sCompany's business operations. The companyCompany provides to investors return-on-equityreturn on equity measures based on its non-GAAP core earnings financial measuresmeasure for the reasons set forth in the related discussion above.core earnings definition. A reconciliation of consolidated net income (loss) ROE to coreConsolidated Core earnings ROE is set forth below.
Last Twelve Months Ended Dec. 31, 2017
Net Income ROE(20.6)%
Less: Net realized capital gains (losses), excluded from core earnings, before tax1.1
Less: Loss on reinsurance transactions, before tax—
Less: Pension settlement, before tax(4.9)
Less: Integration and transaction costs associated with an acquired business(0.1)
Less: Income tax (expense) benefit on items not included in core earnings(4.4)
Less: (Loss) income from discontinued operations, after tax(18.9)
Less: Impact of AOCI, excluded from Core Earnings ROE(0.1)
= Core Earnings ROE6.7%

Last Twelve Months
Ended
Dec. 31, 2020		Last Twelve Months
Ended
Dec. 31, 2019		Last Twelve Months
Ended
Dec. 31, 2018
Net Income (loss) available to common stockholders ROE10.0 %14.4 %13.7 %
Adjustments to reconcile net income (loss) available to common stockholders ROE to core earnings ROE:
Net realized capital losses (gains), excluded from core earnings, before tax0.1 (2.7)0.9 
Restructuring and other costs, before tax0.6 — — 
Loss on extinguishment of debt, before tax— 0.6 — 
Loss on reinsurance transaction, before tax— 0.6 — 
Integration and transaction costs associated with an acquired business, before tax0.3 0.6 0.4 
Changes in loss reserves upon acquisition of a business, before tax— 0.7 — 
Change in deferred gain on retroactive reinsurance, before tax1.8 0.1 — 
Income tax expense (benefit) on items not included in core earnings(0.7)— (0.6)
Loss (income) from discontinued operations, after tax— — (2.5)
Impact of AOCI, excluded from denominator of Core Earnings ROE0.6 (0.7)(0.3)
= Core earnings ROE12.7 %13.6 %11.6 %
Underlying Combined Ratio: Represents the combined ratio before catastrophes and prior accident year development (PYD) and is a non-GAAP financial measure. Combined ratio is the most directly comparable GAAP measure. The combined ratio is the sum of the loss and loss adjustment expense ratio (also known as a loss ratio), the expense ratio and the policyholder dividend ratio. This ratio measures the cost of losses and expenses for every $100 of earned premiums. A combined ratio below 100 demonstrates a positive underwriting result. A combined ratio above 100 indicates a negative underwriting result. The underlying combined ratio represents the combined ratio for the current accident year, excluding the impact of current accident year catastrophes. 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.  Below is a reconciliation of combined ratio to the underlying combined ratio for individual reporting for the year-ended December 31, 2017.
 Commercial LinesPersonal Lines
Combined Ratio97.3104.2
Less: Impact of catastrophes and PYD on combined ratio5.311.3
= Underlying Combined Ratio92.093.0


20182021 Proxy Statement7177
APPENDIX A

Compensation Core ROE: As discussed under "Long-Term Incentive Awards" on page 40,45, Compensation Core ROE is used to set performance share targets 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 20172020 definition of “Compensation Core ROE.” A reconciliation of GAAP net income to Compensation Core ROE to GAAP net income ROE for the 20172020 performance share awards will not be available until the end of the performance period in 2019.2022. Reconciliations to GAAP net income for 2015each year covered by the 2018 performance share awards are provided in the columns on the right,table below, with any variations from the 20172020 performance share award definition explained in the notes below the table.
202020192018
GAAP net income$1,737 $2,085 $1,807 
Preferred stock dividends(21)(21)(6)
Net income (loss) available to common shareholders1,716 2,064 1,801 
Adjustments to reconcile net income available to common stockholders to core earnings:
Net realized capital losses (gains) excluded from core earnings, before tax18 (389)118 
Restructuring and other costs, before tax104 — — 
Loss on extinguishment of debt, before tax— 90 6 
Loss on reinsurance transaction, before tax— 91 — 
Change in loss reserves upon acquisition of a business, before tax— 97 — 
Integration and transaction costs associated with acquired business, before tax51 91 47 
Change in deferred gain on retroactive reinsurance, before tax312 16 — 
Income tax expense (benefit)(115)2 (75)
Loss (income) from discontinued operations, after tax— — (322)
Core Earnings as reported2,086 2,062 1,575 
Adjusted for after tax: 
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses that are (below) or above the catastrophe budget.(1)
(272)25 257 
Prior accident year reserve development associated with asbestos and environmental reserves recorded in core earnings— — — 
Entire amount of a loss (gain) associated with litigation and regulatory settlement charges and/or with prior/current year non-recurring tax benefits or charges— — — 
Core Earnings  as adjusted1,814 2,087 1,832 
Prior year ending common stockholders' equity, excluding accumulated other comprehensive income (AOCI)15,884 14,346 12,831 
Current year ending common stockholders' equity, excluding AOCI17,052 15,884 14,346 
Average common stockholders' equity, excluding AOCI16,468 15,115 13,589 
Compensation Core ROE11.0 %13.8 %13.5 %
Average of 2018, 2019 and 2020 Compensation Core ROE = 12.8%
 2017
2016
2015
GAAP Net Income$(3,131)$896
$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 (these included net realized capital gains and/or losses are directly related to offsetting items included in the income statement, such as net investment income), before tax

160
(112)(15)
The impact of the unlock due to change in estimated gross profits (DAC Unlock)—
—
—
Restructuring costs, before tax—
—
(20)
Loss on extinguishment of debt, before tax

—
—
(21)
Loss on reinsurance transactions, before tax


—
(650)—
Pension settlement gain (loss), before tax(750)—
—
Integration and transaction costs associated with acquired business(17)—
—
Income tax benefit (expense)

(669)463
114
Income from discontinued operations, after tax(2,869)283
493
= Core Earnings 1,014
912
1,131
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 catastrophe budget.(1)
284
6
(82)
Prior accident year reserve development associated with asbestos and environmental reserves—
174
134
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—
(14)(49)
Income/(losses) associated with discontinued operations through the last date externally reported as core earnings(2)
278
423
520
= Compensation Core Earnings 1,576
1,501
1,654
Divided by the 12-month average equity, excluding accumulated other comprehensive income(3)
15,036
17,606
17,882
= Compensation Core ROE10.48%8.53%9.25%
Average of 2015, 2016 and 2017 Compensation Core ROE = 9.42%
(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.
(1)For purposes of the 2017 performance share awards, the catastrophe budget for each year is based on the multi-year outlook finalized in the first quarter of 2017.  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. For purposes of the 2015 performance share awards, the catastrophe budget  for each year was based on the multi-year outlook prepared as of December 2014.  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 equal to an 8-year average based on 2009 to 2016 actual experience.
(2)Amendment to the definition of Compensation Core ROE following the agreement to sell Talcott Resolution, as described on p. 40. For 2017, the amount represents Talcott Resolution earnings through September 30, 2017.
(3)Compensation Core ROE shall mean: the average of, for each of the respective years of the performance period, “Compensation Core Earnings” as defined above, divided by the 12 month average equity, excluding accumulated other comprehensive income, for the applicable year.


7278www.thehartford.com

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 underlying combined ratio represents the combined ratio for the current accident year, excluding the impact of current accident year catastrophes and current accident year change in loss reserves upon acquisition of a business. 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, 2020.
Commercial LinesPersonal Lines
Combined Ratio100.475.5
Impact of current accident year catastrophes and PYD on combined ratio(5.0)7.7 
Current accident year change in loss reserves upon acquisition of a business— — 
= Underlying Combined Ratio95.5 83.1 

2021 Proxy Statement79

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THE HARTFORD FINANCIAL SERVICES GROUP, INC.

ONE HARTFORD PLAZA

MAILSTOP# H0-1-09 HARTFORD PLAZA

HARTFORD, CT 06155

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THE HARTFORD FINANCIAL SERVICES GROUP, INC.   
The Board of Directors recommends you vote "FOR" all nominees for election as directors:   
1.  Election of DirectorsForAgainstAbstain AgainstAbstain
1a.Robert B. Allardice, IIIoooThe Board of Directors recommends you vote "FOR"  proposals 2 and 3.   For   Against   Abstain
1b.Carlos DominguezLarry D. De Shonooo2.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, 20182021ooo
1c.Trevor FetterCarlos Dominguezooo3.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 statementooo
1d.Stephen P. McGillTrevor Fetterooo
1e.Donna Jamesooo
1f.Kathryn A. Mikellsooo 
1f.1g.Michael G. Morrisooo
1h.Teresa W. Roseboroughooo 
 
1g.Thomas A. Renyiooo
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1h.Julie G. Richardsonooo
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The Hartford Financial Services Group, Inc.
20182021 Annual Meeting of Shareholders

May 16, 201819, 2021 at 12:30 P.M.

The Hartford Financial Services Group, Inc.Our Annual Meeting can be accessed virtually* at:
Wallace Stevens Theaterwww.virtualshareholdermeeting.com/HIG2021
One Hartford Plaza
Hartford, CT 06155*In light of the ongoing COVID-19 pandemic, to support the health and well-being of our shareholders, employees, partners and communities, the Annual Meeting will be held in a virtual meeting format via audio webcast only, and will not be held at a physical location.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Notice of 20182021 Annual Meeting of Shareholders, Proxy Statement and 20172020 Annual Report are available at www.proxyvote.com.


D08225-P36527-Z76824
E06601-P73626-Z67212
THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Annual Meeting of Shareholders

May 16, 201819, 2021 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 hertheir 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 the virtual Annual Meeting of Shareholders of the Company to be held at 12:30 P.M. E.D.T. on May 16, 2018, at the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, CT 06155, www.virtualshareholdermeeting.com/HIG2021, 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.
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19, 2021.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Meeting Information*
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Meeting Type:Annual Meeting
For holders as of:March 19, 201822, 2021
Date: May 16, 201819, 2021          
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The Hartford Financial Services Group, Inc.
Wallace Stevens Theater
One Hartford Plaza
Hartford, CT 06155
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155
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— 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:
Before the Meeting:
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by the arrow ➔XXXX XXXX XXXX XXXX(located on the following page) available and follow the instructions.instructions
During the Meeting:
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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 DirectorsThe Board of Directors recommends you vote FOR proposals 2 and 3.
  
 1a.       Robert B. Allardice, III2.       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, 20182021
 1b.Carlos DominguezLarry D. De Shon3.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
 1c.Trevor FetterCarlos Dominguez
 1d.Stephen P. McGillTrevor Fetter
1e.Kathryn A. Mikells
1f.Michael G. Morris
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
1e.Donna James
 1f.Kathryn A. Mikells
 1g.Thomas A. RenyiMichael G. Morris
 1h.Julie G. RichardsonTeresa W. Roseborough
 1i.Teresa W. RoseboroughVirginia P. Ruesterholz
 1j.Virginia P. RuesterholzChristopher J. Swift
 1k.Christopher J. SwiftMatthew E. Winter
1l.Greig Woodring