| | | | Notice of Chubb Limited | | | | | |||||||||
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| | | | Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March as provided in “Who is entitled to vote?” in this proxy statement | | | Proxy Mailing Date On or about April | | | | |
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2 Allocation of disposable profit and distribution of a dividend from reserves 2.1 Allocation of disposable profit 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) 3 Discharge of the Board of Directors | 4 Election of Auditors 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4.3 Election of BDO AG (Zurich) as special audit firm | | | 5 Election of the Board of Directors 6 Election of the Chairman of the Board of Directors 7 Election of the Compensation Committee of the Board of Directors 8 Election of Homburger AG as independent proxy | 9 9.1 Amendments relating to 9.2 Amendment to advance notice period 10 Reduction of share capital 10.1 Cancellation of repurchased shares 10.2 Par value reduction | | | 11 Approval of the 11.1 11.2 11.3 Advisory vote to approve the Swiss compensation report 12 Advisory vote to approve executive compensation under U.S. securities law requirements 13 Advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation 14 Shareholder proposal 15 Shareholder proposal on a policy restricting underwriting of new fossil fuel 16 Shareholder proposal | |
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| Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary April , 2023 Zurich, Switzerland | | | Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee. | |
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| 2 | | | Chubb Limited | |
| Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March | | | Mailing Date On or about April | |
| Meeting Agenda | | | Board Vote Recommendation | | | Page | | |||
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, | | | For | | | | ||||
| 2 Allocation of disposable profit and distribution of a dividend from reserves | | | | | | | | |||
| | | | 2.1 Allocation of disposable profit | | | For | | | | |
| | | | 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) | | | For | | | | |
| 3 Discharge of the Board of Directors | | | For | | | | ||||
| 4 Election of Auditors | | | | | | | | |||
| | | | 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor | | | For | | | | |
| | | | 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting | | | For | | | | |
| | | | 4.3 Election of BDO AG (Zurich) as special audit firm | | | For | | | | |
| 5 Election of the Board of Directors | | | For each nominee | | | | ||||
| 6 Election of the Chairman of the Board of Directors | | | For | | | | ||||
| 7 Election of the Compensation Committee of the Board of Directors | | | For each nominee | | | | ||||
| 8 Election of Homburger AG as independent proxy | | | For | | | | ||||
| 9 | | | | | | | | |||
| | | | 9.1 Amendments relating to | | | For | | | | |
| | | | 9.2 | | | For | | | | |
| 10 Reduction of share capital | | | | | | | | |||
| | | | 10.1 Cancellation of repurchased shares | | | For | | | | |
| | | | 10.2 Par value reduction | | | For | | | | |
| 11 Approval of the | | | | | | | | |||
| | | | 11.1 | | | For | | | | |
| | | | 11.2 | | | For | | | | |
| | | | 11.3 Advisory vote to approve the Swiss compensation report | | | For | | | | |
| 12 Advisory vote to approve executive compensation under U.S. securities law requirements | | | For | | | | ||||
| 13 Advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation | | | 1 Year | | | | ||||
| 14 Shareholder proposal | | | Against | | | | ||||
| 15 Shareholder proposal fuel exploration and development projects, if properly presented | | | Against | | | | ||||
| 16 Shareholder proposal on human rights and underwriting, if properly presented | | | Against | | | |
| Chubb Limited | | | 3 | |
| | | | | | | | | | Current Committee Membership | | | | | | | | | | | Current Committee Membership | | ||||||||||||||||||||||||||||||
| Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | ||||||||||||||||
| Evan G. Greenberg | | 67 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | Evan G. Greenberg | | 68 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | ||||||||||||||||
| Michael P. Connors Lead Director | | 66 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | ● | | | | Michael P. Connors Lead Director | | 67 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | ● | | | | ||||||||||||||||
| Michael G. Atieh | | 68 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | Michael G. Atieh | | 69 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Kathy Bonanno | | 59 | | New Nominee | | Business Finance Officer, Google Cloud | | | | | | | | | | | | Kathy Bonanno | | 60 | | 2022 | | Business Finance Officer, Google Cloud | | | | | | ● | | | | | | ||||||||||||||||
| Sheila P. Burke | | 71 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | Nancy K. Buese | | 53 | | New Nominee | | Chief Financial Officer, Baker Hughes | | | | | | | | | | | | ||||||||||||||||
| Mary Cirillo | | 74 | | 2006 | | Retired Executive Vice President and Managing Director, Deutsche Bank | | ● | | Chair | | | | ● | | | | Sheila P. Burke | | 72 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | ||||||||||||||||
| Robert J. Hugin | | 67 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | | ● | | Michael L. Corbat | | 62 | | New Nominee | | Former Chief Executive Officer, Citigroup Inc. | | | | | | | | | | | | ||||||||||||||||
| Robert W. Scully | | 72 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | Robert J. Hugin | | 68 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Theodore E. Shasta | | 71 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | Robert W. Scully | | 73 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | ||||||||||||||||
| David H. Sidwell | | 69 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | | | | | ● | | | | | | Theodore E. Shasta | | 72 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | ||||||||||||||||
| Olivier Steimer | | 66 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | David H. Sidwell | | 70 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | | | | | ● | | | | | | ||||||||||||||||
| Luis Téllez | | 63 | | 2021 | | Former Chairman and Chief Executive Officer, Mexican Stock Exchange | | | | | | ● | | | | | | Olivier Steimer | | 67 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | ||||||||||||||||
| Frances F. Townsend | | 60 | | 2020 | | Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer, Activision Blizzard | | ● | | ● | | | | Chair | | | | Frances F. Townsend | | 61 | | 2020 | | Senior Counsel and former Executive Vice President for Corporate Affairs, Activision Blizzard | | ● | | ● | | | | Chair | | | |
| 4 | | | Chubb Limited | |
| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across 5 key metrics, evaluated comprehensively within the context of the environment in which we operate – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth • • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid Our Named Executive Officers (NEOs) CEO total pay • $ Other NEO total pay • • Up 3.7% on average vs. 2021 when excluding the compensation of Paul J. Krump, who retired from the Company effective January 1, 2023 and | |
| Chubb Limited | | | 5 | |
| 6 | | | Chubb Limited | |
| | | | Annual Cash Incentive | | | Long-Term/Equity Incentive | |
| CEO | | | 0-6X base salary | | | 0-12X base salary | |
| Other NEOs | | | 0-4X base salary | | | 0-8X base salary | |
| Financial Performance Peer Group | | | | CEO Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| Excellent financial | |
| Chubb Limited | | | 7 | |
| Successfully executed on significant strategic and operational goals and initiatives, including: | |
| 8 | | | Chubb Limited | |
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| Chubb Limited | | | 9 | |
| income | | | | | |||
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| Core operating return on equity (ROE) | | | | | Core operating ROE performance | | |
| Core operating return on tangible equity (ROTE) | | | | | Core operating ROTE performance exceeded both prior year and plan. Performance was | | |
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| Tangible book value per share growth | | | -23.5% | | | Tangible book value per share relative performance was better than that of every company in our Financial Performance Peer Group (100th percentile). Absolute performance was below both prior year and plan, | |
| | | | | | | | |
| Total shareholder return | | | | | Our strong 1-year and 3-year annualized TSR | |
| 10 | | | Chubb Limited | |
| In determining the compensation direction of the Company and in setting the When deciding The Compensation Committee determined to increase the CEO’s variable compensation, reflecting the Company’s excellent 2022 financial performance, The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
| Chubb Limited | | | 11 | |
| Name and Principal Position | | Salary | | Bonus | | Stock Awards | | Option Awards | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | Name and Principal Position | | Salary | | Bonus | | Stock Awards | | Option Awards | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | ||||||||||||||
| Evan G. Greenberg Chairman and Chief Executive Officer | | $1,400,000 | | $7,500,000 | | $10,125,007 | | $2,996,944 | | — | | $1,159,233 | | $23,181,184 | | Evan G. Greenberg Chairman and Chief Executive Officer | | $1,400,000 | | $7,700,000 | | $11,625,143 | | $3,022,290 | | — | | $1,404,637 | | $25,152,070 | | ||||||||||||||
| Peter C. Enns* Chief Financial Officer | | $649,846 | | $1,404,500 | | $3,080,272 | | $513,532 | | — | | $195,544 | | $5,843,694 | | Peter C. Enns Chief Financial Officer | | $880,000 | | $1,528,000 | | $1,800,027 | | $467,971 | | — | | $252,138 | | $4,928,136 | | ||||||||||||||
| Philip V. Bancroft* Former Chief Financial Officer | | $870,000 | | $1,553,000 | | $1,630,267 | | $482,505 | | — | | $458,851 | | $4,994,623 | | John W. Keogh President and Chief Operating Officer | | $1,088,462 | | $3,084,000 | | $5,250,013 | | $1,364,909 | | — | | $525,036 | | $11,312,420 | | ||||||||||||||
| John W. Keogh President and Chief Operating Officer | | $1,050,000 | | $2,980,100 | | $3,900,006 | | $1,154,372 | | — | | $464,594 | | $9,549,072 | | Paul J. Krump* Former Vice Chairman, Global Underwriting and Claims | | $900,000 | | $3,074,000 | | $2,325,267 | | $604,466 | | — | | $419,958 | | $7,323,691 | | ||||||||||||||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | $900,000 | | $2,018,800 | | $2,137,622 | | $632,684 | | $194,585 | | $352,544 | | $6,236,235 | | John J. Lupica Vice Chairman; President, North America Insurance | | $938,461 | | $2,814,000 | | $3,750,123 | | $974,946 | | — | | $552,480 | | $9,030,010 | | ||||||||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | $900,000 | | $2,650,000 | | $3,647,665 | | $783,668 | | — | | $469,214 | | $8,450,547 | |
| The key objectives of our executive compensation program are to: | | | • Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance. • Assure that executives do not take imprudent risks to achieve compensation goals. • Provide, to the extent practicable, that executives are not rewarded with short-term compensation for risk-taking actions that may not manifest in outcomes until after the compensation is paid. | |
| 12 | | | Chubb Limited | |
| What We Do | | | | What We Don’t Do | |
| • Substantial equity component to align pay with performance • Beginning in 2023 the annual equity award for all NEOs comprises 100% performance shares • Performance share awards • Significant amount of at-risk pay (94% for CEO, • Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary) • Independent compensation consultants at every Compensation Committee meeting • Double trigger change in control payout • Detailed Company and individual performance criteria covering both financial and operational/strategic performance • Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances • Peer groups reevaluated annually • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure | | | | • No hedging of Chubb securities • No repricing or exchange of underwater stock options • No options backdating • No special tax gross ups • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance share awards or second chance “look back” vesting | |
| Chubb Limited | | | 13 | |
| 14 | | | Chubb Limited | |
| | | | (in millions of Swiss francs) | |
| Balance brought forward | ||||
| | 15,307 | | ||
| Profit for the year | | | 7,648 | |
| Cancellation of treasury shares | | | (3,777) | |
| Attribution to reserve for treasury shares | | | 374 | |
| Balance carried forward | | | 19,552 | |
| Chubb Limited | | | 15 | |
| 16 | | | Chubb Limited | |
| Chubb Limited | | | 17 | |
| 18 | | | Chubb Limited | |
| Chubb Limited 2023 Proxy Statement | | | 19 | |
| | | 2021 | | 2020 | | | | 2022 | | 2021 | | ||||
| Audit fees1 | | $24,698,000 | | $25,048,000 | | Audit fees1 | | $29,816,000 | | $24,698,000 | | ||||
| Audit-related fees2 | | 1,795,000 | | 872,000 | | Audit-related fees2 | | 5,489,000 | | 1,795,000 | | ||||
| Tax fees3 | | 2,280,000 | | 2,269,000 | | Tax fees3 | | 1,616,000 | | 2,280,000 | | ||||
| All other fees4 | | 179,000 | | 257,000 | | All other fees4 | | 446,000 | | 179,000 | | ||||
| Total | | $28,952,000 | | $28,446,000 | | Total | | $37,367,000 | | $28,952,000 | |
| 20 | | | Chubb Limited | |
| Chubb Limited | | | 21 | |
| Skills, Qualifications and Experiences | | |||
| • Corporate Strategy • CEO Experience or Similar • Digital/ • Financial Literacy/Accounting • Financial Services Industry | | | • Governance/Compliance • Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • Global Business • M&A/Business Development | |
| 22 | | | Chubb Limited | |
| Evan G. Greenberg Chairman and Chief Executive Officer, Chubb Limited Age: Years of Service: Committee Memberships: Executive (Chairman) | | | Evan G. Greenberg was elected as our Chairman of the Board in May 2007. We appointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 and as our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenberg was appointed to the position of Chief Executive Officer of ACE Overseas General. Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief Executive Officer of ACE Tempest Re in November 2001. Prior to joining the Company, Mr. Greenberg was most recently President and Chief Operating Officer of American International Group, Inc. (AIG) from 1997 until 2000. From 1975 until 1997, Mr. Greenberg held a variety of senior management positions at AIG, including President and Chief Executive Officer of AIU, AIG’s foreign general insurance organization. Skills and Qualifications: Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004 and has served in senior management positions in the industry for more than 45 years. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position. | |
| Michael P. Connors Chairman and Chief Executive Officer, Information Services Group, Inc. Independent Lead Director Age: Years of Service: Committee Memberships: Compensation, Nominating & Governance, Executive | | | Michael P. Connors is Chairman of the Board and Chief Executive Officer of Information Services Group, Inc., a technology insights, market intelligence and advisory services company. He is also a founder of that company. Mr. Connors served as a member of the Executive Board of VNU N.V., a worldwide media and marketing information company, from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 until 1995, and before that was a Corporate Vice President of Sprint Corporation. Mr. Connors was during the past five years a member of the Board of Directors of Eastman Chemical Company. Skills and Qualifications: Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as independent Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources | |
| Chubb Limited 2023 Proxy Statement | | | 23 | |
| Michael G. Atieh Retired Chief Financial and Business Officer, Ophthotech Corporation Age: Years of Service: Committee Memberships: Risk & Finance | | | Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently a director Skills and Qualifications: Mr. Atieh brings a wealth of diverse business experience to the Board which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies, and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director. Mr. Atieh has served as a member of our Board since 1991 and as a result has significant experience and understanding of the Company’s business, growth, development, evolution and major risk, financial, operational and strategic considerations. His in-depth knowledge of the Company and its history adds significant value to our Board, particularly in supporting the development of our newer directors. | |
| Kathy Bonanno Business Finance Officer, Google Cloud Age: Years of Service: Committee Memberships: Audit | | | Kathy Bonanno has served as Business Finance Officer of Google Cloud (cloud computing services) since August 2020. Prior to that, from April 2014 until July 2020, Ms. Bonanno held a variety of senior finance positions with Palo Alto Networks (cybersecurity), including Chief Financial Officer from November 2017 until July 2020, Senior Vice President, Finance, from November 2016 to November 2017, and Vice President, Finance, from April 2014 until November 2016. In her 30 years of business experience she also held a variety of senior finance roles at Symantec Corporation (cybersecurity) from July 2006 to March 2014, and was employed in a variety of roles, including Managing Director Investor Relations, at American Airlines from September 1987 to June 2006. Skills and Qualifications: Ms. Bonanno’s significant financial and financial reporting experience, including as a former chief financial officer of a public company, | |
| 24 | | | Chubb Limited 2023 Proxy Statement | |
| Nancy K. Buese Chief Financial Officer, Baker Hughes Age: 53 Years of Service: New Nominee | | | Nancy K. Buese has served as Chief Financial Officer of Baker Hughes Company (supplier of products and services to the energy industry) since November 2022. Prior to that, Ms. Buese served as Executive Vice President and Chief Financial Officer of Newmont Corporation (precious metals and mining) from October 2016 to November 2022. Before her role at Newmont, Ms. Buese was Executive Vice President and Chief Financial Officer of MPLX (energy company), and prior to MPLX’s acquisition of MarkWest Energy Partners, L.P. in 2015, Ms. Buese served as Executive Vice President and Chief Financial Officer of MarkWest for 11 years. Ms. Buese is a certified public accountant and a former partner with Ernst & Young. Ms. Buese was a director of The Williams Companies, Inc., from 2018 to February 2023, serving on the Compensation & Management Development and Environmental, Health & Safety Committees at the time of her departure from the board, and from 2009 to 2017 served as a director and chaired the audit committee of UMB Financial Corporation. Since September 2022, Ms. Buese has served as a consultant to Chubb’s Board of Directors (which role will terminate as of the Annual General Meeting). Skills and Qualifications: Ms. Buese’s significant financial and financial reporting knowledge and more than 25 years in finance leadership roles, including as a public company chief financial officer, audit committee chair, and certified public accountant, would bring substantial value to our Board of Directors. Additionally, her extensive executive management and board experience in the energy industry would also provide our Board with a unique perspective and insight on environmental and sustainability matters for the Company as both an insurer and corporate citizen. | |
| Sheila P. Burke Faculty Research Fellow, John F. Kennedy School of Government, Harvard University Age: Years of Service: Committee Memberships: Risk & Finance | | | Sheila P. Burke is a Faculty Research Fellow at the Malcolm Wiener Center for Social Policy, and has been a Member of Faculty at the John F. Kennedy School of Government, Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke was a member of the board of directors of The Chubb Corporation (Chubb Corp.) and served as chair of its Corporate Governance & Nominating Committee and as a member of the Chubb Corp. board’s Executive Committee and Organization & Compensation Committee at the time of the merger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretary and Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously was Under Secretary for American Museums and National Programs, Smithsonian Institution, from June 2000 to December 2003. She was Executive Dean and Lecturer in Public Policy of the John F. Kennedy School of Government, Harvard University, from November 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leader of the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of the board of directors of WellPoint, Inc. (now Skills and Qualifications: Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, in both public service and private practice, to our Board of Directors. In addition, her substantial experience on public, private and not-for-profit boards enables her to provide valuable oversight and guidance to our management on strategy, regulatory matters and risk management. | |
| Chubb Limited | | | 25 | |
| Citigroup Inc. Age: Years of Service: New Nominee | | | Mr. Corbat previously served as a Skills and Qualifications: Mr. Corbat is an experienced financial services executive and finance professional with extensive understanding and expertise in the areas of financial services, risk management, financial reporting, institutional business, corporate and consumer businesses, human capital management, regulatory and compliance, and corporate affairs. His experience as a | |
| Robert J. Hugin Former Chairman and Chief Executive Officer, Celgene Corporation Age: Years of Service: Committee Memberships: Risk & Finance | | | Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven Pharmaceutical Holding Company Ltd. Skills and Qualifications: Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues. | |
| 26 | | | Chubb Limited 2023 Proxy Statement | |
| Robert W. Scully Retired Co-President, Morgan Stanley Age: Years of Service: Committee Memberships: Audit (Chair), Executive | | | Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, and he previously served at Morgan Stanley as Co-President, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. and Zoetis Inc. Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc. Skills and Qualifications: Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board. | |
| Theodore E. Shasta Retired Partner, Wellington Management Company Age: Years of Service: Committee Memberships: Audit | | | Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company, a global investment advisor. Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst. Skills and Qualifications: Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight | |
| David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: Years of Service: Committee Memberships: Audit | | | David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016. Skills and Qualifications: Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial | |
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| Olivier Steimer Former Chairman, Banque Cantonale Vaudoise Age: Years of Service: Committee Memberships: Risk & Finance (Chair), Executive | | | Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since 2013 on the Board of Allreal Holding AG (Swiss real estate manager and developer) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank). Also, from 2009 to 2021, he served as a member, and from 2012 to 2021 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2003, he served as a member, and from 2010 to 2014 Skills and Qualifications: Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board. | |
| former Executive President for Corporate Affairs, Activision Blizzard Age: Years of Service: Committee Memberships: |
Compensation (Chair), Nominating & Governance, Executive | | | Frances F. Townsend is Senior Counsel and former Executive Vice President for Corporate Affairs Skills and Qualifications: Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security | |
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| Article Amendment | | | Explanation | |
| Authorities of the General Meeting(Articles 9 and 17) | | | Amendments provide the following additional authorities to shareholders as required by the Corporate Law Reform: • approval of the report on non-financial matters of the Company (note: this refers to a report on ESG and related matters (ESG report) that will be required pursuant to Swiss law beginning in 2024 for the 2023 calendar year); • clarification that shareholders have the authority to approve any repayment of the statutory capital reserve and an interim dividend out of current profits and related interim financial statements; and • approval of the delisting of the Company’s shares. Amendments also broaden the list of matters that require a two-thirds shareholder vote as mandated by the Corporate Law Reform, including: introducing a contingent capital or a capital band; creating privileged voting rights; changing share capital currency; introducing a casting vote of the Chairman of the General Meeting; delisting the Company’s shares; introducing an arbitration clause in the Articles of Association; and dissolving the Company. | |
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| Article Amendment | | | Explanation | |
| Convening the General Meeting, Notice and Agenda (Articles 10 and 12) | | | Amendments relating to the conduct and notice of the general meeting provide for: • reduction in the threshold for shareholders to call an extraordinary general meeting from 10% of share capital to 5% as required by the Corporate Law Reform; and • the right under Swiss law for qualified record shareholder proponents to include a short explanation of their proposal in the general meeting invitation, subject to the explanation being, in the Company’s reasonable discretion, clear, concise and not misleading. | |
| Board Duties (Article 20) Permitted Additional Activities for Board and Executive Management(Article 26) | | | Amendments update the non-transferable and inalienable duties of the Board under Swiss law, which are expanded to include: • preparation of the report on non-financial matters (i.e., the ESG report); • file a motion for debt-restructuring moratoria and inform the court in the event of over-indebtedness; and • implement changes in share capital to the extent they are within the powers of the Board. Amendments also update the provision restricting the number of additional mandates (i.e. organizational affiliations) outside of Chubb for members of the Board and the Executive Management. Under the Corporate Law Reform, only undertakings with an economic purpose (as determined under Swiss law) are within the scope of the restriction of additional mandates. Therefore, the restriction on serving on a specific number of non-profit organizations is eliminated. Mandate maximums for public and private companies, as well as any other organization that has an economic purpose, remain unchanged. | |
| Compensation (Article 25) Agreements with Executive Management and the Board of Directors(Article 27) | | | Amendments related to revised compensation requirements under the Corporate Law Reform that: • eliminate the Board’s ability to pay compensation above the maximum amount approved by shareholders to a current member of Chubb’s Executive Management promoted to CEO; the Board retains such ability only with respect to new members joining Chubb’s Executive Management; • require the Board to submit the Swiss compensation report to shareholders for a non-binding advisory vote (see Agenda Item 11.3); • clarify for the avoidance of doubt that the members of the Board shall only receive compensation for services performed during their term; and • provide that compensated non-competition agreements with Executive Management shall not exceed the average annual compensation for the executive for the past three years. | |
| Communications and Announcements(Article 31) | | | Amendment clarifies that communications to shareholders may be sent in hard copy, electronic or any other form the Board deems appropriate, consistent with Swiss law. | |
| Further minor amendments (Articles 3, 7, 11 and 12; editorial changes in other articles) | | | These include: • removal of a provision allowing registered shares to be converted into bearer shares and bearer shares into registered shares (Article 3(b)). This provision is no longer needed given that the Corporate Law Reform no longer requires an express provision in the Articles of Association for bearer share conversions; • clarifies the Company’s authority to determine whether to deliver physical share certificates (Article 7(a)); • deletion of the paragraph relating to the notice of the meeting in Article 12(d) since it would now be covered in revised Article 11; and • ministerial re-numbering, adjustment of cross-references and editorial changes. | |
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| b) Ein oder mehrere mit Stimmrecht eingetragene Aktionäre können, gemäss den gesetzlichen Bestimmungen, vom Verwaltungsrat die Traktandierung eines Verhandlungsgegenstandes verlangen. Das Begehren um Traktandierung ist schriftlich unter Angabe der Verhandlungsgegenstände und der Anträge an den Präsidenten des Verwaltungsrates mindestens 4590 Tage vor dem Jahrestag der vorjährigen ordentlichen Generalversammlung einzureichen; liegt jedoch die ordentliche Generalversammlung mehr als 30 Tage vor oder nach dem Jahrestag der vorjährigen ordentlichen Generalversammlung, wurde im Vorjahr keine solche Generalversammlung abgehalten oder handelt es sich um eine ausserordentliche Generalversammlung, ist das Begehren nur dann rechtzeitig erfolgt, wenn es innert 90 Tagen vor der Generalversammlung oder, sofern später, innert 10 Tagen nach der ersten öffentlichen Bekanntmachung des Datums der Generalversammlung eingegangen ist. | | | b) One or more registered Shareholders may in compliance with the legal requirements demand that matters be included in the agenda. Such demands shall be in writing and shall specify the items and the proposals and has to be submitted to the Chairman up to 45not less than 90 days before the anniversary date of the prior year’s annual general meeting; provided, however, that in the event that the annual general meeting is more than 30 days before or after such anniversary date, if no such meeting was held in the preceding year, or in case of an extraordinary general meeting, such demand shall be timely only if received not less than 90 days before such general meeting or, if later, within 10 days after the first public announcement of the date of such meeting. | |
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Artikel 3 Aktienkapital | | | Article 3 Share Capital | |
a) Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.1010’419’555’801.90 und ist eingeteilt in 446’376’614431’451’586 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert. | | | a) The share capital of the Company amounts to CHF 10,779,995,228.1010,419,555,801.90 and is divided into 446,376,614431,451,586 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in. | |
[b) bleibt unverändert.] | | | [b) remains unchanged.] | |
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| Artikel 3 Aktienkapital | | | Article 3 Share Capital | |
| a) Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10223’188’307[CHF 215’725’793 wenn Tagesordnungspunkt 10.1 auch genehmigt wird] und ist eingeteilt in 446’376’614 [431’451’586 wenn Tagesordnungspunkt 10.1 auch genehmigt wird] auf den Namen lautende Aktien im Nennwert von CHF 24.150.50 je Aktie. Das Aktienkapital ist vollständig liberiert. | | | a) The share capital of the Company amounts to CHF 10,779,995,228.10223,188,307[CHF 215,725,793 if Agenda Item 10.1 is also approved] and is divided into 446,376,614 [431,451,586 if Agenda Item 10.1 is also approved] registered shares with a nominal value of CHF 24.150.50 per share. The share capital is fully paid-in. | |
| [b) bleibt unverändert.] | | | [b) remains unchanged.] | |
| Artikel 4 Bedingtes Aktienkapital für Anleihensobligationen und ähnliche Instrumente der Fremdfinanzierung | | | Article 4 Conditional Share Capital for Bonds and Similar Debt Instruments | |
| a) Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 796’950’000.0016’500’000.00 durch Ausgabe von höchstens 33’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.150.50 je Aktie erhöht, bei und im Umfang der Ausübung von Wandel- und/oder Optionsrechten, welche im Zusammenhang mit von der Gesellschaft oder ihren Tochtergesellschaften emittierten oder noch zu emittierenden Anleihensobligationen, Notes oder ähnlichen Obligationen oder Schuldverpflichtungen eingeräumt wurden/werden, einschliesslich Wandelanleihen. | | | a) The share capital of the Company shall be increased by an amount not exceeding CHF 796,950,000.0016,500,000.00 through the issue of a maximum of 33,000,000 registered shares, payable in full, each with a nominal value of CHF 24.150.50 through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments. | |
| [b) und c) bleibt unverändert.] | | | [b) and c) remains unchanged.] | |
| Artikel 5 Bedingtes Aktienkapital für Mitarbeiterbeteiligungen | | | Article 5 Conditional Share Capital for Employee Benefit Plans | |
| a) Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 613’673’935.3512’705’464’.50 durch Ausgabe von höchstens 25’410’929 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.150.50 je Aktie erhöht bei und im Umfang der Ausübung von Optionen, welche Mitarbeitern der Gesellschaft oder ihrer Tochtergesellschaften sowie Beratern, Direktoren oder anderen Personen, welche Dienstleistungen für die Gesellschaft oder ihre Tochtergesellschaften erbringen, eingeräumt wurden/werden. | | | a) The share capital of the Company shall be increased by an amount not exceeding CHF 613,673,935.3512,705,464.50 through the issue from time to time of a maximum of 25,410,929 registered shares, payable in full, each with a nominal value of CHF 24.150.50, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, director, or other person providing services to the Company or a subsidiary. | |
| [b) und c) bleibt unverändert.] | | | [b) and c) remains unchanged.] | |
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| Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken | | | Article 6 Authorized Share Capital for General Purposes | |
| a) Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000100’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.150.50 je Aktie zu erhöhen. | | | a) The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000100,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.150.50 each. | |
| [b)-d) bleibt unverändert.] | | | [b)-d) remains unchanged.] | |
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| For which period does the Board compensation approval apply? | | | The approval applies to compensation for the period from the | |
| What does the maximum aggregate compensation amount include? | | | The maximum includes a lump sum amount for all potential compensation elements for the period, including: • Annual retainers • Committee chair fees • Equity awards • Meeting fees | |
| Where can I find more information about director compensation? | | | A description of director compensation and the amounts of compensation paid to directors in | |
| Who determines the actual compensation for each individual Board member? | | | The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders. | |
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| Compensation For Calendar Year | | | Amount Approved | | | Total Compensation Paid | | | % of Approved Amount | |
| 2017 | | | $44 million | | | $35.5 million | | | 81% | |
| 2018 | | | $41 million | | | $35.9 million | | | 88% | |
| 2019 | | | $43 million | | | $39 million | | | 91% | |
| 2020 | | | $43 million | | | $39 million | | | 91% | |
| 2021 | | | $46 million (based on four members of Executive Management) | | | $42.48 million (for four members of Executive Management) plus $8.11 million (for new member of Executive Management)* | | | 92.3% plus 17.6% for new member* | |
| 2022 | | | Shareholders approved $48 million in aggregate compensation | | | | |
| For which period does Executive Management compensation approval apply? | | | The approval applies to compensation for the next calendar year | | |||
| What does the maximum aggregate compensation amount include? | | | It includes a lump sum amount for all potential compensation elements for the period, including: | | |||
| • Fixed Compensation: – Base salary | | | • Variable Compensation, including: – Cash bonus – Long-term equity incentive awards – Retirement contributions – Additional personal benefits including limited perquisites | | |||
| How is future compensation for | | | The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for • performance share awards: 100% of the market value of the target share component of the award as of the date of grant • stock options: the applicable Black-Scholes value at the date of grant • time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant |
In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised. In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of performance shares is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant. | |
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| | | | In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and performance shares are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance share awards granted in | | |||
| Who determines the actual compensation for each individual member of Executive Management? | | | The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity incentive plans. | |
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| Why is this new agenda item included in these proxy materials? | | | Recent updates to Swiss corporate law, further described in Agenda Item 9.1, provide that Swiss public companies, such as Chubb, that conduct a binding prospective vote on the maximum compensation of the Board of Directors and Executive Management must additionally provide shareholders with a non-binding advisory retrospective vote on the compensation paid to the Board of Directors and Swiss executives as set forth in the Swiss Compensation Report. The purpose of this advisory vote is to give shareholders an opportunity to provide input on the use of the Swiss maximum compensation amounts for the Board and Executive Management previously approved by shareholders. While shareholders prospectively approve aggregate compensation for a subsequent period in Agenda Items 11.1 and 11.2, the Swiss Compensation Report describes the actual use of the amount in the prior calendar year. While we historically have had an advisory say-on-pay on the compensation paid to our named executive officers, that vote is required by SEC rules. The vote in this Agenda Item 11.3 is required pursuant to Swiss law. Consequently, both votes are required to be included on the agenda at the Annual General Meeting. | |
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| For which period does the ratification of the Swiss Compensation Report apply? | | | The Swiss Compensation Report covers the compensation paid to the members of the Board of Directors and Executive Management for the prior calendar year (2022). | |
| What does this ratification cover? | | | This advisory vote covers the entire Swiss Compensation Report, disclosing aggregate compensation for directors and Executive Management, including the tabular and related narrative disclosures. This ratification covers both director and executive compensation collectively and is not intended to cover just director or Executive Management compensation, or the compensation of any individual director or executive. | |
| | | | For information of the types of compensation covered by this Agenda Item 11.3, as well as how compensation is determined for each of the Board of Directors and Executive Management and how different types of compensation are valued, please see “Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board” in Agenda Item 11.1 and “Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of Executive Management” in Agenda Item 11.2. | |
| Where can I find the Swiss Compensation Report? | | | The Swiss Compensation Report is included in the Chubb Limited 2022 Annual Report, which is part of the proxy materials provided to shareholders. The Chubb Limited 2022 Annual Report can also be found on our website at investors.chubb.com/governance/general-meeting-of-shareholders/default.aspx. An audit report from PricewaterhouseCoopers AG, our independent auditors, confirming that the Swiss Compensation Report complies with Swiss law is included in the Swiss Compensation Report. | |
| Are there differences between director compensation disclosed in the Swiss Compensation Report and the 2022 Director Compensation table in this proxy statement? | | | The director compensation table in the Swiss Compensation Report is generally the same as the 2022 Director Compensation table included in the Director Compensation section of this proxy statement. The primary differences are that the Swiss Compensation Report (i) includes a Swiss-franc equivalent amount, a year-over-year comparison, and total aggregate director compensation paid for the calendar year (in addition to per director), and (ii) excludes matching contributions made under our matching charitable contribution program for directors because that is considered director compensation under SEC regulations but is not treated as compensation under applicable Swiss compensation disclosure requirements. | |
| Are there differences between executive compensation disclosed in the Swiss Compensation Report and this proxy statement, including in the Summary Compensation Table? | | | There are a few differences between executive compensation disclosed in the Swiss Compensation Report and in the executive compensation section of this proxy statement, including the Summary Compensation Table. This is due to differences between Swiss and SEC compensation disclosure requirements. First, Swiss and SEC requirements necessitate compensation disclosures for slightly different sets of executives. The Swiss Compensation Report requires disclosure of compensation paid to our Swiss Executive Management, which is a set of executives appointed by the Board based on the applicable provisions of Swiss law and our Organizational Regulations. Our Executive Management is described in Agenda Item 11.2. On the other hand, this proxy statement discloses compensation paid to our named executive officers, which is determined in accordance with SEC rules. In sum, while Mr. Krump and Mr. Lupica are named executive officers, they are not members of Executive Management, and while Mr. Wayland is a member of Executive Management, he is not an SEC named executive officer. Second, in accordance with Swiss rules, the executive compensation table in the Swiss Compensation Report sets out the individual compensation of Mr. Greenberg, our Chairman and CEO, and the aggregate compensation of the other members of Executive Management. SEC disclosures require the individualized compensation disclosure of each named executive officer. Third, the equity awards disclosed in the Swiss Compensation Report table represent grants for performance for that particular year (i.e., the equity awards that were granted in February 2023 for performance in 2022 are included in 2022 compensation). This is consistent with how our Compensation Committee views compensation for 2022 as described in the Compensation Discussion & Analysis section of this proxy statement; however, due to SEC requirements, the Summary Compensation Table in this proxy statement shows 2022 equity awards granted in 2022, which were intended to serve as compensation for 2021. | |
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| | | | All other forms and amounts of compensation, including base salary, cash bonus and all other compensation, are consistent between the Swiss Compensation Report and the executive compensation tables in this proxy statement. | |
| Where can I find more information about Chubb’s executive compensation program and practices? | | | For further detail on our executive compensation program and practices, including the decision-making process on how our Compensation Committee links pay to performance, please review the Compensation Discussion & Analysis section of this proxy statement. | |
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| Key features of our executive compensation practices and policies include: • Detailed individual and Company performance criteria; • Significant amount of at-risk pay (94% for CEO, • • Performance shares linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards; • Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance shares; • Carefully constructed peer groups, re-evaluated at least annually; • No tax reimbursements or gross-ups for U.S.-based senior management; • Clawback of incentive cash and equity (vested and unvested) compensation; • No new pledging of Chubb shares owned by executive officers or directors; • Mandatory executive share ownership guidelines; and • No hedging of Chubb securities. | |
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| The following governance documents are available on our website at about.chubb.com/governance.html: • Articles of Association • Organizational Regulations • Corporate Governance Guidelines • Board Committee Charters: Audit, Compensation, Executive, Nominating & Governance, and Risk & Finance • Categorical Standards for Director Independence • Code of Conduct • Policy on Fair Disclosure You may also request copies of any of these documents by contacting our Investor Relations department: Telephone — +1 (212) 827-4445; or E-mail — investorrelations@chubb.com | |
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| Board Independence | | | • Our CEO is the only non-independent director. • Five standing Board committees — Audit, Compensation, Nominating & Governance, Risk & Finance and Executive. All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee). | |
| Board Composition | | | • Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies. • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and • • Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this guideline may be waived from time to time as the Board deems advisable. • Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb). | |
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Leadership Structure | | | • Our Chairman is CEO of our Company. • Our Lead Director has significant and substantive powers and responsibilities, many of which are memorialized in the Company’s Organizational Regulations and Corporate Governance Guidelines. Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs and sets the agenda for executive sessions of the independent directors, • Our Lead | | |
| Risk Oversight | | | • Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks. See “Board Oversight of Risk and Risk Management” for more details. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. | |
| ESG Governance | | | • We have a robust ESG and Corporate Citizenship governance structure with regular Board and senior management involvement and oversight. • The Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and ESG policies and initiatives, and other Board committees monitor and review ESG-related matters in accordance with their charter responsibilities. ESG also remains a full Board topic. • In | |
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| Climate Change Governance | | | • We implemented an active governance structure to oversee and execute our global environmental program and climate change strategy. At the Board level, our Nominating & Governance Committee is responsible for reviewing ESG issues including climate change, and our Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, which include climate risk. The full Board is also involved in these matters. • Our management-level Executive Committee, which include our Chairman and CEO and most senior executive leaders, are responsible for aligning climate and other ESG and Corporate Citizenship activities for consistency with the Company’s culture, values, corporate mission and business objectives. The Executive Committee also has executive management responsibility for the execution of underwriting and portfolio management decisions and responses related to climate change. In addition, the Risk and Underwriting Committee, |
We appointed a Global Climate Officer in January 2023 to provide oversight of the Company’s day-to-day climate activities and strategies, including business and public policy initiatives. | |
| Open Communication | | | • We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Our directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by email or regular mail. | |
| Shareholder Input | | | • We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions. • Chubb participants in meetings with shareholders include relevant members of management and at times members of our • Our 2022 regular engagement program targeted our top 50 shareholders, and also included engagement with a proxy advisory firm and the two shareholder proponents who submitted proposals at last year’s annual meeting. • In 2022 and 2023 we also sponsored a series of climate workshops for top shareholders and other stakeholders to discuss how insurers can participate in the global transition to net zero and the development of meaningful actions, metrics and disclosures to communicate their progress. | |
| Accountability to Shareholders | | | • Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee. • There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board. • Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management. | |
| Succession Planning/ Talent Management | | | • Our Board actively monitors our succession planning and management development. • Chairman and CEO succession plans under various scenarios are discussed and reviewed annually. • Human capital management is a full Board topic. Senior management provides our Board with regular updates on matters including employee succession and talent development. We are focused on, and our leaders are accountable for, improving gender balance and | |
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| Our Mission | |
| Protecting the Present and Building a Better Future Good corporate citizenship lies at our core — how we practice our craft of insurance, how we work together to serve our customers, how we treat each other, and how we work to help make a better world for our communities and our planet. Citizenship is about responsibility — and we express that responsibility in a way that reflects our core values and our mission to protect the present and build a better future. We accomplish our mission by providing the security from risk that allows people and businesses to grow and prosper. Our mission is realized by sustaining a culture that values and rewards excellence, integrity, inclusion and opportunity; by working to protect our planet and assisting less fortunate individuals and communities in achieving and sustaining productive and healthy lives; and by promoting the rule of law. From our roots in 18th century Philadelphia, we have built Chubb to be a dynamic, forward-looking global enterprise with a commitment to responsible citizenship. We act on this promise of responsibility through a wide range of activities that include our contributions of time and money. Underlying our mission and commitment is a strong leadership and governance structure. Our Board of Directors has delegated to our Nominating & Governance Committee responsibility for overseeing Chubb’s Corporate Citizenship We are also active in engaging with key stakeholders (including our shareholders, employees, rating agencies, interest groups and others) on our Corporate Citizenship initiatives and consider their feedback. Set out herein are just a few of the many initiatives that we are proud of and hope you find of interest. As part of our commitment to accountability and transparency, we also provide regular reports and updates on our Corporate Citizenship and sustainability initiatives, including an annual | |
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| Skills, Qualifications and Experiences | | |||
| • Corporate Strategy • CEO Experience or Similar • Digital/ • Financial Literacy/ • Financial Services Industry | | | • Governance/Compliance • Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • Global Business • M&A/Business Development | |
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| Our Lead • Establishing the agenda (with the Chairman) for Board meetings • Authority to convene meetings of the Board • Presiding at, and setting the agenda for, executive sessions of the independent directors (without the Chairman present) at every regular Board meeting and at other times as the Lead Director may separately call • Providing a forum for independent director feedback at • Ensuring an appropriate level of Board independence in deliberations and overall governance • Authority to require Board considerations of matters, including risk topics • Working with the Compensation Committee to lead the Board’s review of the performance evaluation and compensation of the Chairman and CEO, a detailed and comprehensive process that evaluates Company and individual performance against a set of financial, operational and strategic metrics and goals as well as compensation and financial performance peer group data (see “How We Determine and Approve NEO Compensation” and “2022 NEO Total Direct Compensation and Performance Summary” in the Compensation Discussion & Analysis for more information) • Working with the Nominating & Governance Committee in the Board’s and individual director performance evaluation process, and • Providing input to the Nominating & Governance Committee on the design and organization of the Board, including the review and vetting of potential nominees and committee structure and membership • Facilitating communication between Board members and the Chairman of the Board • Empowerment to respond to non-audit related shareholder inquiries, engage with shareholders, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members | |
| • Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities • Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking | |
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| Committee | | | Role & Responsibilities | | | Independence | | | Meetings 2022Held | |
| Audit Committee Chair: Robert W. Scully Members: Kathy Bonanno Theodore E. Shasta David H. Sidwell Luis Téllez | | | The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. All members are audit committee financial experts as defined under Item 407(d) of Regulation S-K, and each member meets the financial literacy requirements of the NYSE. For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Fourteen meetings and one in-depth session covering various matters further described in the Report” section of this proxy statement | |
| Nominating & Governance Committee Chair: Mary Cirillo Members: Michael P. Connors Frances F. Townsend | | | The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s leadership structure, committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board committees in their self-evaluations. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings | |
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| Committee | | | Role & Responsibilities | | | Independence | | | Meetings 2022Held | |
| Compensation Committee Chair: Frances F. Townsend Members: Mary Cirillo Michael P. Connors | | | The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and personal goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation. The Compensation Committee also works with the Nominating & Governance Committee and the CEO on succession planning, and periodically consults with the Risk & Finance Committee on matters related to executive compensation and risk. Under Swiss law, shareholders have sole authority to elect the members of the Compensation Committee. See Agenda Item 7 for more details. For more information about how the Compensation Committee determines executive compensation, see the | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings and several in-depth sessions covering various matters | |
| Risk & Finance Committee Chair: Olivier Steimer Members: Michael G. Atieh Sheila P. Burke Robert J. Hugin | | | The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings and one in-depth session covering various matters | |
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| Pay Component | | | | |
| Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting | | | $ – $ – $ | |
| Committee Chair Fees | | | Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments | |
| Lead Director Annual Fee | | | $50,000 Paid in quarterly installments | |
| Additional Board Meeting Fees | | | |
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| Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | ||||||||
| Michael G. Atieh | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | Michael G. Atieh | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | ||||||||
| Sheila P. Burke | | $127,000 | | $180,000 | | $13,000 | | $320,000 | | Kathy Bonanno | | $101,250 | | $118,750 | | — | | $220,000 | | ||||||||
| James I. Cash3 | | $33,250 | | $67,500 | | $41,956 | | $142,706 | | Sheila P. Burke | | $132,500 | | $186,250 | | $10,000 | | $328,750 | | ||||||||
| Mary Cirillo4 | | $2,000 | | $325,000 | | $35,000 | | $362,000 | | Mary Cirillo3 | | — | | $337,500 | | $20,000 | | $357,500 | | ||||||||
| Michael P. Connors | | $183,250 | | $180,000 | | $10,000 | | $373,250 | | Michael P. Connors | | $182,500 | | $186,250 | | — | | $368,750 | | ||||||||
| John A. Edwardson3 | | $2,000 | | $114,375 | | $3,304 | | $119,679 | | Robert J. Hugin4 | | — | | $317,500 | | $20,000 | | $337,500 | | ||||||||
| Robert J. Hugin5 | | $2,000 | | $305,000 | | $20,000 | | $327,000 | | Robert W. Scully5 | | — | | $352,500 | | $20,000 | | $372,500 | | ||||||||
| Robert W. Scully6 | | $2,000 | | $340,000 | | $20,000 | | $362,000 | | Eugene B. Shanks, Jr.6 | | $31,250 | | $67,500 | | $4,393 | | $103,143 | | ||||||||
| Eugene B. Shanks, Jr. | | $127,000 | | $180,000 | | — | | $307,000 | | Theodore E. Shasta | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | ||||||||
| Theodore E. Shasta | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | David H. Sidwell | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | ||||||||
| David H. Sidwell | | $127,000 | | $180,000 | | $20,000 | | $327,000 | | Olivier Steimer | | $157,500 | | $186,250 | | $20,000 | | $363,750 | | ||||||||
| Olivier Steimer | | $152,000 | | $180,000 | | $40,000 | | $372,000 | | Luis Téllez | | $132,500 | | $186,250 | | — | | $318,750 | | ||||||||
| Luis Téllez | | $93,750 | | $112,500 | | — | | $206,250 | | Frances F. Townsend | | $157,500 | | $186,250 | | $15,000 | | $358,750 | | ||||||||
| Frances F. Townsend | | $145,750 | | $180,000 | | — | | $325,750 | |
| Chubb Limited | | | |
| Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | ||||||
| Evan G. Greenberg3 4 10 11 | | 758,775 | | 790,532 | | 222,055 | | Evan G. Greenberg3 4 10 11 | | 724,267 | | 730,287 | | 245,407 | | ||||||
| Peter C. Enns10 | | 3,000 | | — | | 28,418 | | Peter C. Enns10 | | 5,036 | | 14,084 | | 36,919 | | ||||||
| Philip V. Bancroft4 10 11 15 | | 35,518 | | 119,954 | | 22,501 | | John W. Keogh3 10 | | 144,119 | | 228,345 | | 102,936 | | ||||||
| John W. Keogh3 10 | | 186,003 | | 224,670 | | 89,433 | | Paul J. Krump10 11 12 | | 32,325 | | 17,280 | | 27,026 | | ||||||
| Paul J. Krump10 11 12 | | 20,464 | | — | | 38,750 | | John J. Lupica3 10 | | 129,811 | | 168,751 | | 75,844 | | ||||||
| John J. Lupica3 10 | | 152,196 | | 146,437 | | 69,795 | | Michael G. Atieh5 6 7 | | 17,146 | | — | | 932 | | ||||||
| Michael G. Atieh5 6 7 | | 16,579 | | — | | 1,083 | | Kathy Bonanno | | — | | — | | 932 | | ||||||
| Kathy Bonanno | | — | | — | | — | | Nancy K. Buese | | 12 | | — | | — | | ||||||
| Sheila P. Burke13 14 | | 5,244 | | — | | 1,083 | | Sheila P. Burke13 14 | | 6,056 | | — | | 932 | | ||||||
| Mary Cirillo6 | | 26,070 | | — | | 1,956 | | Mary Cirillo6 | | 27,537 | | — | | 1,692 | | ||||||
| Michael P. Connors | | 14,279 | | — | | 1,083 | | Michael P. Connors | | 15,091 | | — | | 932 | | ||||||
| Robert J. Hugin8 | | 13,251 | | — | | 1,836 | | Michael L. Corbat | | — | | — | | — | | ||||||
| Robert W. Scully9 | | 42,802 | | — | | 2,047 | | Robert J. Hugin8 | | 15,087 | | — | | 1,594 | | ||||||
| Eugene B. Shanks, Jr. | | 11,369 | | — | | 1,083 | | Robert W. Scully9 | | 44,337 | | — | | 1,766 | | ||||||
| Theodore E. Shasta | | 14,556 | | — | | 1,083 | | Theodore E. Shasta | | 14,556 | | — | | 932 | | ||||||
| David H. Sidwell | | 11,150 | | — | | 1,083 | | David H. Sidwell | | 11,962 | | — | | 932 | | ||||||
| Olivier Steimer6 | | 19,251 | | — | | 1,083 | | Olivier Steimer6 | | 20,276 | | — | | 932 | | ||||||
| Luis Téllez | | — | | — | | 1,083 | | Luis Téllez | | 812 | | — | | 932 | | ||||||
| Frances F. Townsend | | 1,290 | | — | | 1,083 | | Frances F. Townsend | | 2,102 | | — | | 932 | | ||||||
| All directors and executive officers as a group (23 individuals) | | 1,658,656 | | 1,600,797 | | 588,157 | | All our directors, nominees and executive officers as a group (24 individuals)15 | | | 1,537,411 | | 1,493,972 | | 623,256 | | |
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| Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | ||||
| The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 35,503,624 | | 8.24% | | The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 38,144,673 | | 9.19% | | ||||
| Wellington Management Group LLP2 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | 27,645,799 | | 6.42% | | BlackRock, Inc.2 50 Hudson Yards New York, New York 10001 | | 28,694,321 | | 6.9% | | ||||
| BlackRock, Inc.3 55 East 52nd Street New York, New York 10055 | | 27,072,528 | | 6.3% | | T. Rowe Price Associates, Inc.3 100 E. Pratt Street Baltimore, Maryland 21202 | | 24,611,406 | | 5.9% | | ||||
| T. Rowe Price Associates, Inc.4 100 E. Pratt Street Baltimore, Maryland 21202 | | 22,571,047 | | 5.2% | | ||||||||||
| State Street Corporation5 State Street Financial Center 1 Lincoln Street Boston, Massachusetts 02111 | | 21,994,670 | | 5.11% | | ||||||||||
| Capital International Investors6 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | | 21,774,217 | | 5.1% | |
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| | | Evan G. Greenberg Chairman and Chief Executive Officer | | |
| | | Peter C. Enns Chief Financial Officer | | |
| | | John W. Keogh President and Chief Operating Officer | | |
| | | Paul J. Krump Former Vice Chairman, Global Underwriting and Claims (retired January 1, 2023) | | |
| | | John J. Lupica Vice Chairman; President, North America Insurance | | |
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| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across 5 key metrics, evaluated comprehensively within the context of the environment in which we operate – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth • • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid Our Named Executive Officers (NEOs) CEO total pay • $ Other NEO total pay • • Up 3.7% on average vs. 2021 when excluding the compensation of Paul J. Krump, who retired from the Company effective January 1, 2023 and | |
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| | | | Annual Cash Incentive | | | Long-Term/Equity Incentive | |
| CEO | | | 0-6X base salary | | | 0-12X base salary | |
| Other NEOs | | | 0-4X base salary | | | 0-8X base salary | |
| Financial Performance Peer Group | | | | CEO Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| Excellent financial | |
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| Successfully executed on significant strategic and operational goals and initiatives, including: | |
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| Core operating return on equity (ROE) | | | | | Core operating ROE performance | | |
| Core operating return on tangible equity (ROTE) | | | | | Core operating ROTE performance exceeded both prior year and plan. Performance was | | |
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| Tangible book value per share growth | | | -23.5% | | | Tangible book value per share relative performance was better than that of every company in our Financial Performance Peer Group (100th percentile). Absolute performance was below both prior year and plan, | |
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| Total shareholder return | | | | | Our strong 1-year and 3-year annualized TSR | |
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| In determining the compensation direction of the Company and in setting the When deciding The Compensation Committee determined to increase the CEO’s variable compensation, reflecting the Company’s excellent 2022 financial performance, The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
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| | | Component | | | What We Reward | | | Target Opportunity Range | | | What It Achieves | |
Fixed compensation | | | Base salary | | | Annual base salary, which is closely tied to role and market. | | | Base salary is targeted at the median of our CEO compensation peer group (for our CEO) and industry | | | Provides a competitive market-based level of fixed compensation. | |
Variable compensation | | | Cash bonus | | | Each NEO’s annual cash bonus is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. | | | The specific annual cash bonus opportunity based on performance for each NEO ranges from: • CEO: 0 to 6X annual base salary; and • Other NEOs: 0 to 4X annual base salary. | | | Ties officer pay to annual Company and individual performance. | |
| Long-term incentive equity awards Performance shares • Target Awards • Premium Awards Prior to 2023, in addition to performance shares, NEOs were also granted annual long-term incentive equity awards in the form of, depending on the NEO, solely stock options (time-based) or a mix of stock options and restricted stock (time-based). Beginning 2023, 100% of the annual long-term incentive equity awards granted to our NEOs are in the form of performance shares. | | | The value of each NEO’s long-term incentive compensation award is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. The ultimate value realized from these awards is based on the Company’s stock price performance as well as, with respect to performance shares, relative tangible book value per share growth and P&C combined ratio performance over time. Premium Awards are also subject to a TSR modifier. | | | The value of the award is determined as a percentage of annual base salary. This varies among NEOs depending on position and performance. The value of the award may go up to 8X annual base salary for NEOs other than the CEO, for whom the range is up to 12X annual base salary. | | | Ties the current year’s awards to future performance. The Compensation Committee Performance shares encourage superior growth in tangible book value per share and a strong P&C combined ratio relative to peers, as well as superior TSR. The three-year cliff-vesting requirement for performance shares also aligns executive interests with those of shareholders and supports executive retention. Stock options reward stock price appreciation. Restricted stock (time-based) aligns executive interests with those of shareholders and supports executive retention. | |
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| Type of Award | | | Vesting Period | |
| Performance Shares | | | Cliff vest at end of a 3-year performance period if established performance criteria are met | |
| Restricted Stock (time-based) | | | Evenly over a 4-year period from date of grant | |
| Stock Options | | | Evenly over a 3-year period from date of grant (10-year exercise period) | |
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| • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. | | | • Cigna Corp. • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation | | | • The Hartford Financial Services Group, Inc. | • The Travelers Companies, Inc. • Zurich | |
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| | | | | Performance Measurement | | | Performance Result | | | | | | Target Award Shares Vested | | |
| | Target Award | | | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) Measured against Financial Performance Peer Group during the three-year performance period | | | Meets or exceeds 50th percentile | | | | | 100% | | | |
| Exceeds 25th percentile but does not meet or exceed 50th percentile | | | | | Target Award multiplied by a percentage determined by straight-line interpolation between 50% and 100% based on the percentile achieved between the 25th and 50th percentiles | | | ||||||||
| Less than or equal to 25th percentile | | | | | None (shares are forfeited) | | |
| | | | | Performance Measurement | | | Performance Result | | | TSR Result | | | | | | Premium Award Shares Vested | | |
| | Premium Award | | | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) TSR modifier if above performance exceeds 75th percentile Measured against Financial Performance Peer Group during the three-year performance period | | | Exceeds 75th percentile | | | Meets or exceeds 55th percentile | | | | | 100% | | | |
| Exceeds 75th percentile | | | Does not meet or exceed 55th percentile | | | | | 77% (for awards granted prior to February 2023) 85% (for awards granted beginning February 2023) | | | ||||||||
| Meets or exceeds 50th percentile but does not exceed 75th percentile | | | N/A | | | | | Premium Award multiplied by a percentage determined by straight-line interpolation • 0% and 77% (for awards granted prior to February 2023); or • 0% and 85% (for awards granted beginning February 2023), in each case based on the percentile achieved between the 50th and 75th percentiles | | | ||||||||
| Does not meet or exceed 50th percentile | | | N/A | | | | | None (shares are forfeited) | | |
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| Peter C. Enns Chief Financial Officer | | |||
| Corporate Units under his management: | | |||
| • Accounting & Financial Reporting | | | • Actuarial | |
| • Investment Management | | | • Tax | |
| • Treasury | | | | |
| Mr. Enns’ compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, Compensation Committee Decisions • Base salary was • Annual cash bonus was • Long-term incentive equity award was • 2022 total direct compensation was increased 12.4% | |
| John W. Keogh President and Chief Operating Officer | | |||
| Corporate Units under his management: | | |||
| • Overseas General P&C businesses | | | • Global Accident & Health | |
| • North American P&C businesses | | | • Chubb Global Markets | |
| | | Chubb Limited | |
| Paul J. Krump Former Vice Chairman, Global Underwriting and Claims | | |||
| Corporate Units under his management: | | |||
| • Global Claims | | | • Corporate Underwriting | |
| • Global Underwriting | | | • Risk Engineering Services | |
| • Environmental Program and Sustainability Strategy | | | | |
| Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, as well as his individual performance. Compensation Committee Decisions | |
| John J. Lupica Vice Chairman; President, North America Insurance | | |||
| North America Insurance Business Units under his management: | | |||
| • Commercial Insurance | | | • Major Accounts | |
| • Personal Risk Services | | | • Agribusiness | |
| • Westchester (excess and surplus) | | | • Chubb Bermuda | |
| • Rain & Hail | | | | |
| Mr. Lupica’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Lupica’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was increased • Annual cash bonus was increased • Long-term incentive equity award was • | |
| Chubb Limited | | | |
| Name and Title/Business Unit | | Salary1 | | Cash Bonus | | Long-Term Incentive Equity Award | | Total Direct Compensation | | Name and Title/Business Unit | | Salary1 | | Cash Bonus | | Long-Term Incentive Equity Award | | Total Direct Compensation | | ||||||||
| Evan G. Greenberg2 Chairman and Chief Executive Officer | | $1,400,000 | | $7,500,000 | | $15,500,000 | | $24,400,000 | | Evan G. Greenberg2 Chairman and Chief Executive Officer | | $1,400,000 | | $7,700,000 | | $15,650,000 | | $24,750,000 | | ||||||||
| Peter C. Enns3 Chief Financial Officer | | $649,846 | | $1,404,500 | | $2,400,000 | | $4,454,346 | | Peter C. Enns3 Chief Financial Officer | | $880,000 | | $1,528,000 | | $2,600,000 | | $5,008,000 | | ||||||||
| Philip V. Bancroft Former Chief Financial Officer | | $870,000 | | $1,553,000 | | — | | $2,423,000 | | John W. Keogh4 President and Chief Operating Officer | | $1,088,462 | | $3,084,000 | | $7,000,000 | | $11,172,462 | | ||||||||
| John W. Keogh4 President and Chief Operating Officer | | $1,050,000 | | $2,980,100 | | $7,000,000 | | $11,030,100 | | Paul J. Krump Former Vice Chairman, Global Underwriting and Claims | | $900,000 | | $3,074,000 | | — | | $3,974,000 | | ||||||||
| Paul J. Krump5 Vice Chairman, Global Underwriting and Claims | | $900,000 | | $2,018,800 | | $3,100,000 | | $6,018,800 | | John J. Lupica5 Vice Chairman; President, North America Insurance | | $938,461 | | $2,814,000 | | $5,000,000 | | $8,752,461 | | ||||||||
| John J. Lupica6 Vice Chairman; President, North America Insurance | | $900,000 | | $2,650,000 | | $5,000,000 | | $8,550,000 | |
| | | Chubb Limited | |
| Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards1 | | Option Awards2 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | All Other Compensation4 | | Total | | Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards1 | | Option Awards2 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | All Other Compensation4 | | Total | | ||||||||||||||||
| Evan G. Greenberg Chairman and Chief Executive Officer | | | 2021 | | td,400,000 | | $7,500,000 | | td0,125,007 | | td,996,944 | | — | | td,159,233 | | td3,181,184 | | Evan G. Greenberg Chairman and Chief Executive Officer | | | 2022 | | td,400,000 | | $7,700,000 | | td1,625,143 | | $3,022,290 | | — | | td,404,637 | | td5,152,070 | | ||||||||||||||
| 2020 | | td,400,000 | | $5,700,000 | | td0,125,070 | | td,917,286 | | — | | td,185,811 | | td0,328,167 | | | 2021 | | td,400,000 | | $7,500,000 | | td0,125,007 | | td,996,944 | | — | | td,159,233 | | td3,181,184 | | |||||||||||||||||||
| 2019 | | td,400,000 | | $6,700,000 | | $9,225,174 | | td,881,925 | | — | | td,267,971 | | td0,475,070 | | | 2020 | | td,400,000 | | $5,700,000 | | td0,125,070 | | td,917,286 | | — | | td,185,811 | | td0,328,167 | | |||||||||||||||||||
| Peter C. Enns* Chief Financial Officer | | 2021 | | $649,846 | | td,404,500 | | $3,080,272 | | $513,532 | | — | | td95,544 | | $5,843,694 | | Peter C. Enns Chief Financial Officer | | | 2022 | | $880,000 | | td,528,000 | | td,800,027 | | $467,971 | | — | | td52,138 | | $4,928,136 | | |||||||||||||||
| Philip V. Bancroft* Former Chief Financial Officer | | | 2021 | | $870,000 | | td,553,000 | | td,630,267 | | $482,505 | | — | | $458,851 | | $4,994,623 | | | 2021 | | $649,846 | | td,404,500 | | $3,080,272 | | $513,532 | | — | | td95,544 | | $5,843,694 | | ||||||||||||||||
| 2020 | | $865,000 | | td,342,400 | | td,811,377 | | $342,996 | | — | | $650,342 | | $5,012,115 | | John W. Keogh President and Chief Operating Officer | | | 2022 | | td,088,462 | | $3,084,000 | | $5,250,013 | | td,364,909 | | — | | $525,036 | | td1,312,420 | | |||||||||||||||||
| 2019 | | $843,500 | | td,461,000 | | td,751,412 | | $357,264 | | — | | $664,843 | | $5,078,019 | | | 2021 | | td,050,000 | | td,980,100 | | $3,900,006 | | td,154,372 | | — | | $464,594 | | $9,549,072 | | |||||||||||||||||||
| John W. Keogh President and Chief Operating Officer | | | 2021 | | td,050,000 | | td,980,100 | | $3,900,006 | | td,154,372 | | — | | $464,594 | | $9,549,072 | | | 2020 | | td,032,692 | | td,460,400 | | $3,900,158 | | $738,503 | | — | | $496,027 | | $8,627,780 | | ||||||||||||||||
| 2020 | | td,032,692 | | td,460,400 | | $3,900,158 | | $738,503 | | — | | $496,027 | | $8,627,780 | | Paul J. Krump* Former Vice Chairman, Global Underwriting and Claims | | | 2022 | | $900,000 | | $3,074,000 | | td,325,267 | | $604,466 | | — | | $419,958 | | $7,323,691 | | |||||||||||||||||
| 2019 | | $975,000 | | td,802,000 | | $3,207,976 | | $654,389 | | — | | $465,666 | | $8,105,031 | | | 2021 | | $900,000 | | td,018,800 | | td,137,622 | | $632,684 | | td94,585 | | $352,544 | | $6,236,235 | | |||||||||||||||||||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | 2021 | | $900,000 | | td,018,800 | | td,137,622 | | $632,684 | | td94,585 | | $352,544 | | $6,236,235 | | | 2020 | | $895,385 | | td,567,500 | | td,137,566 | | $404,760 | | td,034,364 | | $399,314 | | $6,438,889 | | ||||||||||||||||
| 2020 | | $895,385 | | td,567,500 | | td,137,566 | | $404,760 | | td,034,364 | | $399,314 | | $6,438,889 | | John J. Lupica Vice Chairman; President, North America Insurance | | | 2022 | | $938,461 | | td,814,000 | | $3,750,123 | | $974,946 | | — | | $552,480 | | $9,030,010 | | |||||||||||||||||
| 2019 | | $876,538 | | td,900,000 | | td,282,995 | | $363,698 | | td,151,740 | | $63,146 | | $7,638,117 | | | 2021 | | $900,000 | | td,650,000 | | $3,647,665 | | $783,668 | | — | | $469,214 | | $8,450,547 | | |||||||||||||||||||
| John J. Lupica Vice Chairman; President, North America Insurance | | | 2021 | | $900,000 | | td,650,000 | | $3,647,665 | | $783,668 | | — | | $469,214 | | $8,450,547 | | | 2020 | | $895,385 | | td,219,700 | | td,647,640 | | $501,340 | | — | | $458,315 | | $6,722,380 | | ||||||||||||||||
| 2020 | | $895,385 | | td,219,700 | | td,647,640 | | $501,340 | | — | | $458,315 | | $6,722,380 | | ||||||||||||||||||||||||||||||||||||
| 2019 | | $876,538 | | td,212,700 | | td,687,775 | | $497,272 | | — | | $417,140 | | $6,691,425 | |
| | 2021 | | 2020 | | 2019 | | | 2022 | | 2021 | | 2020 | | ||||||
Evan G. Greenberg | | $16,706,278 | | $15,060,987 | | $13,722,473 | | | $19,181,516 | | $16,706,278 | | $15,060,987 | | ||||||
Peter C. Enns | | $3,678,392 | | — | | — | | | $2,677,550 | | $3,678,392 | | — | | ||||||
Philip V. Bancroft | | $2,424,948 | | $2,517,795 | | $2,434,436 | | |||||||||||||
John W. Keogh | | $6,434,969 | | $5,573,284 | | $4,584,200 | | | $8,662,581 | | $6,434,969 | | $5,573,284 | | ||||||
Paul J. Krump | | $3,179,713 | | $2,971,277 | | $3,303,447 | | | $3,458,743 | | $3,179,713 | | $2,971,277 | | ||||||
John J. Lupica | | $5,368,649 | | $3,680,247 | | $3,801,020 | | | $6,187,643 | | $5,368,649 | | $3,680,247 | |
| | 2018 Grant Vested in 2021 | | 2017 Grant Vested in 2020 | | 2016 Grant Vested in 2020 | | 2015 Grant Vested in 2019 | | | 2019 Grant Vested in 2022 | | 2018 Grant Vested in 2021 | | 2017 Grant Vested in 2020 | | 2016 Grant Vested in 2020 | | ||||||||
Evan G. Greenberg | | $5,008,746 | | $2,438,313 | | $9,167,600 | | $8,420,913 | | | $6,962,921 | | $5,008,746 | | $2,438,313 | | $9,167,600 | | ||||||||
Peter C. Enns | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
Philip V. Bancroft | | $764,060 | | $413,324 | | $1,645,540 | | $1,022,835 | | |||||||||||||||||
John W. Keogh | | $1,494,900 | | $791,141 | | $3,558,806 | | $2,458,648 | | | $2,130,732 | | $1,494,900 | | $791,141 | | $3,558,806 | | ||||||||
Paul J. Krump | | $765,555 | | $405,059 | | $866,745 | | — | | | $1,579,910 | | $765,555 | | $405,059 | | $866,745 | | ||||||||
John J. Lupica | | $1,040,284 | | $550,554 | | $2,396,991 | | $1,439,162 | | | $1,723,575 | | $1,040,284 | | $550,554 | | $2,396,991 | |
| Chubb Limited 2023 Proxy Statement | | | 117 | |
| Name | | Year | | Housing Allowance | | Private Jet Usage | | Misc. Other Benefits1 | | Retirement Plan Contribution | | Name | | Year | | Housing Allowance | | Private Jet Usage | | Misc. Other Benefits1 | | Retirement Plan Contribution | | ||||||||||
| Evan G. Greenberg | | | 2021 | | — | | td69,494 | | $37,739 | | $852,000 | | Evan G. Greenberg | | | 2022 | | — | | $302,815 | | $33,822 | | td,068,000 | | ||||||||
| 2020 | | — | | td64,043 | | $49,768 | | $972,000 | | | 2021 | | — | | td69,494 | | $37,739 | | $852,000 | | |||||||||||||
| 2019 | | — | | $329,683 | | $38,288 | | $900,000 | | | 2020 | | — | | td64,043 | | $49,768 | | $972,000 | | |||||||||||||
| Peter C. Enns | | 2021 | | td17,300 | | td66 | | td9,492 | | $58,486 | | Peter C. Enns | | | 2022 | | td44,000 | | td07 | | td8,831 | | $79,200 | | |||||||||
| Philip V. Bancroft | | | 2021 | | $60,000 | | — | | td33,363 | | td65,488 | | | 2021 | | td17,300 | | td66 | | td9,492 | | $58,486 | | ||||||||||
| 2020 | | td59,259 | | — | | td11,963 | | td79,120 | | John W. Keogh | | | 2022 | | — | | td65 | | $36,644 | | $488,227 | | |||||||||||
| 2019 | | td64,000 | | — | | td36,027 | | td64,816 | | | 2021 | | — | | $6,934 | | $36,412 | | $421,248 | | |||||||||||||
| John W. Keogh | | | 2021 | | — | | $6,934 | | $36,412 | | $421,248 | | | 2020 | | — | | td30 | | $35,634 | | $460,163 | | ||||||||||
| 2020 | | — | | td30 | | $35,634 | | $460,163 | | Paul J. Krump | | | 2022 | | — | | — | | $69,702 | | $350,256 | | |||||||||||
| 2019 | | — | | — | | $48,066 | | $417,600 | | | 2021 | | — | | td3,912 | | $42,532 | | td96,100 | | |||||||||||||
| Paul J. Krump | | | 2021 | | — | | td3,912 | | $42,532 | | td96,100 | | | 2020 | | — | | — | | $63,868 | | $335,446 | | ||||||||||
| 2020 | | — | | — | | $63,868 | | $335,446 | | John J. Lupica | | | 2022 | | — | | $917 | | td20,948 | | $430,615 | | |||||||||||
| 2019 | | — | | — | | $51,946 | | td1,200 | | | 2021 | | — | | — | | $94,850 | | $374,364 | | |||||||||||||
| John J. Lupica | | | 2021 | | — | | — | | $94,850 | | $374,364 | | | 2020 | | — | | — | | $85,345 | | $372,970 | | ||||||||||
| 2020 | | — | | — | | $85,345 | | $372,970 | | ||||||||||||||||||||||||
| 2019 | | — | | $45 | | $82,303 | | $334,793 | |
| 118 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
| | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Stock and Option Awards5 | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Stock and Option Awards5 | | ||||||||||||||||
| Name | | Grant Date1 | | Target | | Maximum | | Name | | Grant Date1 | | Target | | Maximum | | ||||||||||||||||||||||||||||||
| Evan G. Greenberg | | | February 24, 2022 | | 58,409 | | 96,375 | | — | | | | | | td1,625,143 | | Evan G. Greenberg | | | February 23, 2023 | | 75,024 | | 150,048 | | — | | | | | | td5,650,006 | | ||||||||||||
| February 24, 2022 | | | | | | | | 77,874 | | td99.03 | | $3,022,290 | | | February 24, 2022 | | 58,409 | | 96,375 | | — | | | | | | td1,625,143 | | |||||||||||||||||
| February 25, 2021 | | 61,386 | | 101,287 | | — | | | | | | td0,125,007 | | | February 24, 2022 | | | | | | | | 77,874 | | td99.03 | | $3,022,290 | | |||||||||||||||||
| February 25, 2021 | | | | | | | | 81,839 | | td64.94 | | td,996,944 | | Peter C. Enns | | | February 23, 2023 | | 12,465 | | 24,930 | | — | | | | | | td,600,199 | | |||||||||||||||
| Peter C. Enns | | | February 24, 2022 | | 6,783 | | 11,192 | | 2,261 | | | | | | td,800,027 | | | February 24, 2022 | | 6,783 | | 11,192 | | 2,261 | | | | | | td,800,027 | | ||||||||||||||
| February 24, 2022 | | | | | | | | 12,058 | | td99.03 | | $467,971 | | | February 24, 2022 | | | | | | | | 12,058 | | td99.03 | | $467,971 | | |||||||||||||||||
| April 1, 2021 | | 5,787 | | 9,549 | | 13,587 | | | | | | $3,080,272 | | John W. Keogh | | | February 23, 2023 | | 33,558 | | 67,116 | | — | | | | | | $7,000,199 | | |||||||||||||||
| April 1, 2021 | | | | | | | | 15,095 | | td58.99 | | $513,532 | | | February 24, 2022 | | 26,378 | | 43,524 | | — | | | | | | $5,250,013 | | |||||||||||||||||
| Philip V. Bancroft | | | February 25, 2021 | | 7,413 | | 12,231 | | 2,471 | | | | | | td,630,267 | | | February 24, 2022 | | | | | | | | 35,169 | | td99.03 | | td,364,909 | | ||||||||||||||
| February 25, 2021 | | | | | | | | 13,176 | | td64.94 | | $482,505 | | Paul J. Krump | | | February 24, 2022 | | 8,762 | | 14,457 | | 2,921 | | | | | | td,325,267 | | |||||||||||||||
| John W. Keogh | | | February 24, 2022 | | 26,378 | | 43,524 | | — | | | | | | $5,250,013 | | | February 24, 2022 | | | | | | | | 15,575 | | td99.03 | | $604,466 | | ||||||||||||||
| February 24, 2022 | | | | | | | | 35,169 | | td99.03 | | td,364,909 | | John J. Lupica | | | February 23, 2023 | | 23,970 | | 47,940 | | — | | | | | | $5,000,142 | | |||||||||||||||
| February 25, 2021 | | 23,645 | | 39,014 | | — | | | | | | $3,900,006 | | | February 24, 2022 | | 18,842 | | 31,089 | | — | | | | | | $3,750,123 | | |||||||||||||||||
| February 25, 2021 | | | | | | | | 31,523 | | td64.94 | | td,154,372 | | | February 24, 2022 | | | | | | | | 25,121 | | td99.03 | | $974,946 | | |||||||||||||||||
| Paul J. Krump | | | February 24, 2022 | | 8,762 | | 14,457 | | 2,921 | | | | | | td,325,267 | | |||||||||||||||||||||||||||||
| February 24, 2022 | | | | | | | | 15,575 | | td99.03 | | $604,466 | | ||||||||||||||||||||||||||||||||
| February 25, 2021 | | 9,720 | | 16,038 | | 3,240 | | | | | | td,137,622 | | ||||||||||||||||||||||||||||||||
| February 25, 2021 | | | | | | | | 17,277 | | td64.94 | | $632,684 | | ||||||||||||||||||||||||||||||||
| John J. Lupica | | | February 24, 2022 | | 18,842 | | 31,089 | | — | | | | | | $3,750,123 | | |||||||||||||||||||||||||||||
| February 24, 2022 | | | | | | | | 25,121 | | td99.03 | | $974,946 | | ||||||||||||||||||||||||||||||||
| July 1, 2021 | | | | | | 6,180 | | | | | | td,000,048 | | ||||||||||||||||||||||||||||||||
| February 25, 2021 | | 16,052 | | 26,486 | | — | | | | | | td,647,617 | | ||||||||||||||||||||||||||||||||
| February 25, 2021 | | | | | | | | 21,400 | | td64.94 | | $783,668 | |
| | | Chubb Limited | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | ||||||||||||||||
| Evan G. Greenberg | | | 143,459* | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | Evan G. Greenberg | | | 98,181* | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | ||||||||||||||
| 98,181* | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 102,787* | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||||
| 102,787* | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 99,662* | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 99,662* | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 84,892* | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 84,892* | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 82,471* | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 82,471* | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | 91,846* | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 61,232* | | 30,614* | | td33.90 | | 02/28/2029 | | | | | | | | | | | 59,954 | | 29,975 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 29,977 | | 59,952 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 27,280 | | 54,559 | | td64.94 | | 02/25/2031 | | | | | | | | | | |||||||||||||||||||
| — | | 81,839 | | td64.94 | | 02/25/2031 | | 25,125 | | $4,856,914 | | 163,646 | | $31,634,408 | | | — | | 77,874 | | td99.03 | | 02/24/2032 | | 12,737 | | td,809,782 | | 170,383 | | $37,586,490 | | |||||||||||||||||||
| Peter C. Enns | | — | | 15,095 | | td58.99 | | 04/01/2031 | | 13,587 | | td,626,503 | | 5,787 | | td,118,685 | | Peter C. Enns | | | 5,032 | | 10,063 | | td58.99 | | 04/01/2031 | | | | | | | | | | |||||||||||||||
| Philip V. Bancroft | | | 16,192 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | — | | 12,058 | | td99.03 | | 02/24/2032 | | 12,450 | | td,746,470 | | 12,570 | | td,772,942 | | ||||||||||||||||
| 17,857 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | John W. Keogh | | | 1,033 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | |||||||||||||||||
| 19,637 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||||
| 17,986 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 15,725 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 11,625 | | 5,811 | | td33.90 | | 02/28/2029 | | | | | | | | | | | 27,970 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 5,364 | | 10,724 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 31,937 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| — | | 13,176 | | td64.94 | | 02/25/2031 | | 9,885 | | td,910,869 | | 22,501 | | $4,349,668 | | | 23,094 | | 11,545 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| John W. Keogh | | | 31,134 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | 10,509 | | 21,014 | | td64.94 | | 02/25/2031 | | | | | | | | | | ||||||||||||||||
| 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | — | | 35,169 | | td99.03 | | 02/24/2032 | | 6,450 | | td,422,870 | | 67,171 | | td4,817,923 | | |||||||||||||||||||
| 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | Paul J. Krump | | | — | | 6,328 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||
| 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | — | | 11,517 | | td64.94 | | 02/25/2031 | | | | | | | | | | |||||||||||||||||||
| 27,970 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | — | | 15,575 | | td99.03 | | 02/24/2032 | | 9,530 | | td,102,318 | | 27,026 | | $5,961,936 | | |||||||||||||||||||
| 21,292 | | 10,645 | | td33.90 | | 02/28/2029 | | | | | | | | | | John J. Lupica | | | 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||
| 11,548 | | 23,091 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| — | | 31,523 | | td64.94 | | 02/25/2031 | | 12,477 | | td,411,929 | | 56,605 | | td0,942,313 | | | 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| Paul J. Krump | | | 1 | | 5,916 | | td33.90 | | 02/28/2029 | | | | | | | | | | | 21,412 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | ||||||||||||||||
| — | | 12,656 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 24,269 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| — | | 17,277 | | td64.94 | | 02/25/2031 | | 11,355 | | td,195,035 | | 29,988 | | $5,796,980 | | | 15,677 | | 7,838 | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| John J. Lupica | | | 18,053 | | — | | $85.39 | | 02/28/2023 | | | | | | | | | | | 7,134 | | 14,266 | | td64.94 | | 02/25/2031 | | | | | | | | | | ||||||||||||||||
| 23,469 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | | — | | 25,121 | | td99.03 | | 02/24/2032 | | 9,981 | | td,201,809 | | 45,477 | | td0,032,226 | | |||||||||||||||||||
| 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 21,412 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 16,180 | | 8,089 | | td33.90 | | 02/28/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 7,839 | | 15,676 | | td50.11 | | 02/27/2030 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| — | | 21,400 | | td64.94 | | 02/25/2031 | | 16,716 | | $3,231,370 | | 39,426 | | $7,621,440 | |
| Chubb Limited | | | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| Evan G. Greenberg | | | 2/22/2022 | | — | | 3,866 | | — | | Evan G. Greenberg | | | 2/24/2023 | | 25,959 | | — | | — | | ||||||
| 2/25/2022 | | 27,280 | | — | | — | | | 2/25/2023 | | 27,280 | | — | | — | | |||||||||||
| 2/27/2022 | | 29,977 | | 4,216 | | — | | | 2/27/2023 | | 29,975 | | 4,216 | | 50,588 | | |||||||||||
| 2/28/2022 | | 30,614* | | 4,306 | | 51,672 | | | 2/28/2023 | | — | | 4,306 | | — | | |||||||||||
| 2/25/2023 | | 27,280 | | — | | — | | | 2/24/2024 | | 25,958 | | — | | — | | |||||||||||
| 2/27/2023 | | 29,975 | | 4,216 | | 50,588 | | | 2/25/2024 | | 27,279 | | — | | 61,386 | | |||||||||||
| 2/28/2023 | | — | | 4,306 | | — | | | 2/27/2024 | | — | | 4,215 | | — | | |||||||||||
| 2/25/2024 | | 27,279 | | — | | 61,386 | | | 2/24/2025 | | 25,957 | | — | | 58,409 | | |||||||||||
| 2/27/2024 | | — | | 4,215 | | — | | Peter C. Enns | | | 2/24/2023 | | 4,020 | | 566 | | — | | |||||||||
| Peter C. Enns | | | 4/01/2022 | | 5,032 | | 3,398 | | — | | | 4/01/2023 | | 5,032 | | 3,397 | | — | | ||||||||
| 4/01/2023 | | 5,032 | | 3,397 | | — | | | 2/24/2024 | | 4,020 | | 566 | | — | | |||||||||||
| 4/01/2024 | | 5,031 | | 3,396 | | 5,787 | | | 4/01/2024 | | 5,031 | | 3,396 | | 5,787 | | |||||||||||
| 4/01/2025 | | — | | 3,396 | | — | | | 2/24/2025 | | 4,018 | | 565 | | 6,783 | | |||||||||||
| Philip V. Bancroft | | | 2/22/2022 | | — | | 1,178 | | — | | | 4/01/2025 | | — | | 3,396 | | — | | ||||||||
| 2/25/2022 | | 4,394 | | 618 | | — | | | 2/24/2026 | | — | | 564 | | — | | |||||||||||
| 2/27/2022 | | 5,363 | | 1,207 | | — | | John W. Keogh | | | 2/24/2023 | | 11,724 | | — | | — | | |||||||||
| 2/28/2022 | | 5,811 | | 1,308 | | 7,848 | | | 2/25/2023 | | 10,507 | | — | | — | | |||||||||||
| 2/25/2023 | | 4,391 | | 618 | | — | | | 2/27/2023 | | 11,545 | | 2,208 | | 17,148 | | |||||||||||
| 2/27/2023 | | 5,361 | | 1,207 | | 7,240 | | | 2/28/2023 | | — | | 2,035 | | — | | |||||||||||
| 2/28/2023 | | — | | 1,308 | | — | | | 2/24/2024 | | 11,723 | | — | | — | | |||||||||||
| 2/25/2024 | | 4,391 | | 618 | | 7,413 | | | 2/25/2024 | | 10,507 | | — | | 23,645 | | |||||||||||
| 2/27/2024 | | — | | 1,206 | | — | | | 2/27/2024 | | — | | 2,207 | | — | | |||||||||||
| 2/25/2025 | | — | | 617 | | — | | | 2/24/2025 | | 11,722 | | — | | 26,378 | | |||||||||||
| John W. Keogh | | | 2/22/2022 | | — | | 1,782 | | — | | Paul J. Krump | | | 2/24/2023 | | 5,193 | | 731 | | — | | ||||||
| 2/25/2022 | | 10,509 | | — | | — | | | 2/25/2023 | | 5,759 | | 810 | | — | | |||||||||||
| 2/27/2022 | | 11,546 | | 2,209 | | — | | | 2/27/2023 | | 6,328 | | 1,424 | | 8,544 | | |||||||||||
| 2/28/2022 | | 10,645 | | 2,036 | | 15,812 | | | 2/28/2023 | | — | | 1,331 | | — | | |||||||||||
| 2/25/2023 | | 10,507 | | — | | — | | | 2/24/2024 | | 5,191 | | 730 | | — | | |||||||||||
| 2/27/2023 | | 11,545 | | 2,208 | | 17,148 | | | 2/25/2024 | | 5,758 | | 810 | | 9,720 | | |||||||||||
| 2/28/2023 | | — | | 2,035 | | — | | | 2/27/2024 | | — | | 1,424 | | — | | |||||||||||
| 2/25/2024 | | 10,507 | | — | | 23,645 | | | 2/24/2025 | | 5,191 | | 730 | | 8,762 | | |||||||||||
| 2/27/2024 | | — | | 2,207 | | — | | | 2/25/2025 | | — | | 810 | | — | | |||||||||||
| Paul J. Krump | | | 2/22/2022 | | — | | 1,181 | | — | | | 2/24/2026 | | — | | 730 | | — | | ||||||||
| 2/25/2022 | | 5,760 | | 810 | | — | | ||||||||||||||||||||
| 2/27/2022 | | 6,328 | | 1,424 | | — | | ||||||||||||||||||||
| 2/28/2022 | | 5,916 | | 1,331 | | 11,724 | | ||||||||||||||||||||
| 2/25/2023 | | 5,759 | | 810 | | — | | ||||||||||||||||||||
| 2/27/2023 | | 6,328 | | 1,424 | | 8,544 | | ||||||||||||||||||||
| 2/28/2023 | | — | | 1,331 | | — | | ||||||||||||||||||||
| 2/25/2024 | | 5,758 | | 810 | | 9,720 | | ||||||||||||||||||||
| 2/27/2024 | | — | | 1,424 | | — | | ||||||||||||||||||||
| 2/25/2025 | | — | | 810 | | — | |
| | | Chubb Limited | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| John J. Lupica | | | 2/22/2022 | | — | | 1,605 | | — | | John J. Lupica | | | 2/24/2023 | | 8,375 | | — | | — | | ||||||
| 2/25/2022 | | 7,134 | | — | | — | | | 2/25/2023 | | 7,134 | | — | ��� | | — | | ||||||||||
| 2/27/2022 | | 7,838 | | 1,764 | | — | | | 2/27/2023 | | 7,838 | | 1,764 | | 10,583 | | |||||||||||
| 2/28/2022 | | 8,089 | | 1,820 | | 12,791 | | | 2/28/2023 | | — | | 1,820 | | — | | |||||||||||
| 7/01/2022 | | — | | 1,546 | | — | | | 7/01/2023 | | — | | 1,545 | | — | | |||||||||||
| 2/25/2023 | | 7,134 | | — | | — | | | 2/24/2024 | | 8,373 | | — | | — | | |||||||||||
| 2/27/2023 | | 7,838 | | 1,764 | | 10,583 | | | 2/25/2024 | | 7,132 | | — | | 16,052 | | |||||||||||
| 2/28/2023 | | — | | 1,820 | | — | | | 2/27/2024 | | — | | 1,763 | | — | | |||||||||||
| 7/01/2023 | | — | | 1,545 | | — | | | 7/01/2024 | | — | | 1,545 | | — | | |||||||||||
| 2/25/2024 | | 7,132 | | — | | 16,052 | | | 2/24/2025 | | 8,373 | | — | | 18,842 | | |||||||||||
| 2/27/2024 | | — | | 1,763 | | — | | | 7/01/2025 | | — | | 1,544 | | — | | |||||||||||
| 7/01/2024 | | — | | 1,545 | | — | | ||||||||||||||||||||
| 7/01/2025 | | — | | 1,544 | | — | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||
| Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | ||||||||
| Evan G. Greenberg | | 116,9054 | | $13,182,1344 | | 92,915 | | $15,423,239 | | Evan G. Greenberg | | 143,4594 | | $14,397,3204 | | 97,647 | | $20,209,859 | | ||||||||
| Peter C. Enns | | — | | — | | — | | — | | Peter C. Enns | | — | | — | | 3,398 | | $735,837 | | ||||||||
| Philip V. Bancroft | | 6,878 | | $681,258 | | 16,722 | | $2,775,152 | | John W. Keogh | | 30,101 | | $3,366,280 | | 32,117 | | $6,642,543 | | ||||||||
| John W. Keogh | | 29,665 | | $2,842,662 | | 30,872 | | $5,122,566 | | Paul J. Krump | | 18,005 | | $939,958 | | 24,091 | | $4,983,789 | | ||||||||
| Paul J. Krump | | 33,821 | | $1,065,545 | | 16,958 | | $2,813,431 | | John J. Lupica | | 41,522 | | $4,847,502 | | 27,840 | | $5,743,029 | | ||||||||
| John J. Lupica | | 15,840 | | $1,704,073 | | 22,886 | | $3,797,456 | |
| Chubb Limited | | | |
| Name | | Plan Name | | Number of Years Credited Service | | Present Value of Accumulated Benefit1 2 | | Payments During Last Fiscal Year | | Name | | Plan Name | | Number of Years Credited Service | | Present Value of Accumulated Benefit1 2 | | Payments During Last Fiscal Year | | ||||||||
| Paul J. Krump | | | Chubb Corp. Pension Plan | | 37 | | td,654,500 | | — | | Paul J. Krump | | | Chubb Corp. Pension Plan | | 37 | | td,459,102 | | — | | ||||||
| Chubb Corp. Pension Excess Benefit Plan | | 37 | | td8,280,374 | | — | | | Chubb Corp. Pension Excess Benefit Plan | | 37 | | td7,988,633 | | — | |
Name | | | Plan Name | | | Lump Sum Amount | |
Paul J. Krump | | | Chubb Corp. Pension Excess Benefit Plan | | | $ | |
| 124 | | | Chubb Limited 2023 Proxy Statement | |
| | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY2 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE3 | | | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY2 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE3 | | ||||||||||
| Evan G. Greenberg | | $690,500 | | $822,900 | | $1,314 | | — | | $11,906,884 | | Evan G. Greenberg | | $869,500 | | $1,037,400 | | $190,144 | | — | | $14,003,928 | | ||||||||||
| Peter C. Enns | | $41,423 | | $32,386 | | $427 | | — | | $74,236 | | Peter C. Enns | | $67,500 | | $51,750 | | $(12,847) | | — | | $180,639 | | ||||||||||
| Philip V. Bancroft | | $201,740 | | $236,388 | | $666,313 | | — | | $9,896,134 | | John W. Keogh | | $386,356 | | $451,627 | | $(2,469,472) | | — | | $11,951,016 | | ||||||||||
| John W. Keogh | | $331,540 | | $386,448 | | $688,877 | | — | | $13,582,505 | | Paul J. Krump4 5 | | $271,380 | | $313,656 | | $66,311 | | — | | $7,322,387 | | ||||||||||
| Paul J. Krump4 | | $227,250 | | $261,300 | | $887,285 | | — | | $6,671,040 | | John J. Lupica | | $338,346 | | $394,015 | | $(4,135,115) | | — | | $17,819,572 | | ||||||||||
| John J. Lupica | | $292,470 | | $339,564 | | $2,454,142 | | — | | $21,222,325 | |
Name | | CCAP Excess Benefit Plan Earnings | | Deferred Compensation Earnings | | Appreciation and Dividends on Deferred RSUs | | ESOP Excess Benefit Plan Earnings | | Total | | | CCAP Excess Benefit Plan Earnings | | Deferred Compensation Earnings | | Appreciation and Dividends on Deferred RSUs | | ESOP Excess Benefit Plan Earnings | | Total | | ||||||||||
Paul J. Krump | | $105 | | $167,270 | | $698,867 | | $21,043 | | $887,285 | | | $12,204 | | $(406,963) | | $438,975 | | $22,095 | | $66,311 | |
| Chubb Limited 2023 Proxy Statement | | | 125 | |
| | | Chubb Limited | |
| Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | ||||||||
| Evan G. Greenberg | | | | | | | | | | Evan G. Greenberg | | | | | | | | | | ||||||||
| Separation without cause | | $16,066,667 | | $22,626 | | — | | $29,766,564 | | Separation without cause | | $16,733,333 | | $49,408 | | — | | $33,780,788 | | ||||||||
| Change in control | | — | | — | | — | | $43,221,799 | | Change in control | | — | | — | | — | | $47,225,706 | | ||||||||
| Separation for cause | ��� | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | |||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $43,221,799 | | Death or disability | | — | | — | | — | | $47,225,706 | | ||||||||
| Peter C. Enns | | | | | | | | | | Peter C. Enns | | | | | | | | | | ||||||||
| Separation without cause | | $4,569,000 | | $34,368 | | — | | $1,658,937 | | Separation without cause | | $4,692,500 | | $35,996 | | — | | $3,818,271 | | ||||||||
| Change in control | | — | | — | | — | | $4,263,248 | | Change in control | | — | | — | | — | | $6,399,484 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $4,263,248 | | Death or disability | | — | | — | | — | | $6,399,484 | | ||||||||
| Philip V. Bancroft | | | | | | | | | | John W. Keogh | | | | | | | | | | ||||||||
| Separation without cause | | $4,644,267 | | $58,861 | | — | | $5,413,400 | | Separation without cause | | $7,883,000 | | $36,200 | | — | | $12,911,004 | | ||||||||
| Change in control | | — | | — | | — | | $7,442,848 | | Change in control | | — | | — | | — | | $18,982,835 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $7,442,848 | | Death or disability | | — | | — | | — | | $18,982,835 | | ||||||||
| John W. Keogh | | | | | | | | | | Paul J. Krump | | | | | | | | | | ||||||||
| Separation without cause | | $7,595,000 | | $34,782 | | — | | $10,582,966 | | Separation without cause | | — | | — | | — | | — | | ||||||||
| Change in control | | — | | — | | — | | $15,878,500 | | Change in control | | — | | — | | — | | $9,487,304 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $15,878,500 | | Death or disability | | — | | — | | — | | $9,487,304 | | ||||||||
| Paul J. Krump | | | | | | | | | | John J. Lupica | | | | | | | | | | ||||||||
| Separation without cause | | — | | — | | — | | — | | Separation without cause | | $7,022,467 | | $36,029 | | — | | $9,444,684 | | ||||||||
| Change in control | | — | | — | | — | | $9,380,372 | | Change in control | | — | | — | | — | | $14,122,441 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $9,380,372 | | Death or disability | | — | | — | | — | | $14,122,441 | | ||||||||
| John J. Lupica | | | | | | | | | | ||||||||||||||||||
| Separation without cause | | $6,521,600 | | $34,613 | | — | | $8,374,412 | | ||||||||||||||||||
| Change in control | | — | | — | | — | | $12,617,699 | | ||||||||||||||||||
| Separation for cause | | — | | — | | — | | — | | ||||||||||||||||||
| Retirement | | — | | — | | — | | — | | ||||||||||||||||||
| Death or disability | | — | | — | | — | | $12,617,699 | |
| Chubb Limited 2023 Proxy Statement | | | 127 | |
| The Chubb US Supplemental Employee Retirement Plan This is a non-qualified retirement plan for a select group of employees who are generally higher paid. | | | • Contributions to this plan are made where Internal Revenue Code provisions limit the contributions of these employees under the Chubb US 401(k) Plan. • Contributions credited to this supplemental plan mirror the employee contributions and employer matching contributions that would have been made under the Chubb US 401(k) Plan and the non-discretionary 6% employer contribution that would have been made under the Chubb US 401(k) Plan but for the limits imposed by the Internal Revenue Code. • Vesting: Upon completion of two years of service, a participant vests in the employer contributions under this supplemental plan. • Distributions: After termination of employment, regardless of age or reason for termination. Distributions are generally made, or commence, if elected to be paid over more than one year, in February of the year following the participant’s termination of employment, subject to restrictions imposed by Internal Revenue Code Section 409A. • Chubb credits employer contributions once each year for participants employed on December 31. | |
| | | Chubb Limited | |
| The Chubb US Deferred Compensation Plan This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | | | • Participants generally elect the time and form of payment at the same time that they elect to defer compensation. Participants may elect: – to receive distributions at a specified date or at termination of employment; – to receive distributions in the form of a lump sum or periodic payments; – a different distribution date and form of payment each time they elect to defer compensation. The new date and payment form will apply to the compensation that is the subject of the new deferral election. • For plan amounts subject to Internal Revenue Code Section 409A, the plan imposes additional requirements on the time and form of payments. • Chubb credits employer contributions once each year for participants employed on December 31. • The plan also credits employer contributions that would have been made or credited to the Chubb US 401(k) Plan or the Chubb US Supplemental Retirement Plan if the employee had received the compensation rather than electing to defer it, subject to the same vesting period as those plans. | |
| The Pension Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This plan is a supplemental, nonqualified, unfunded plan similar to the Chubb Corp. Pension Plan but recognizes compensation above IRS compensation limits. Plan accruals froze effective December 31, 2019, when the Chubb Corp. Pension Plan benefits froze. | | | • The plan’s benefits are calculated in the same fashion as the Chubb Corp. Pension Plan benefits in excess of IRS limits. • The plan benefits are generally paid in a lump sum using an interest rate of 5%. • Additional distribution options are permitted for benefits accrued prior to 2005. | |
| The Defined Contribution Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. Amounts credited for service in 2016 and later are paid in cash (not deferred). | | | • The plan provides a 4% contribution above the IRS qualified plan limits. • Prior to the Chubb Corp. acquisition, participants could choose to defer these amounts or receive them in cash. • In 2004, The Chubb Corporation Employee Stock Ownership Excess Benefit Plan was merged with the plan. • Earnings on The Chubb Corporation Employee Stock Ownership Plan shares are based on the change in Common Shares and dividends paid. • Effective September 3, 2019, the plan was merged with the Chubb US Supplemental Employee Retirement Plan. This merger keeps all terms of the plan intact but allows participants to change their notional investments to choices offered under the Chubb US Supplemental Employee Retirement Plan. | |
| The Chubb Corporation Key Employee Deferred Compensation Plan (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | | | • The plan permitted deferrals of salary, bonus and stock awards. • Our acquisition of Chubb Corp. was a distributable event (where chosen) and Mr. Krump received a distribution from the plan. • The plan contains an older plan, The Chubb Corporation Executive Deferred Compensation Plan, which is not subject to Internal Revenue Code Section 409A. Mr. Krump has deferrals under both pre-409A and 409A plans. | |
| Chubb Limited | | | |
| | | Chubb Limited | |
| Year | | | Summary Compensation Table total for PEO(a) | | | Compensation actually paid to PEO(a)(b) | | | Average Summary Compensation Table total for non-PEO named executive officers(a) | | | Average compensation actually paid to non-PEO named executive officers(a)(c) | | | Value of fixed $100 investment based on(d) | | | Net income (in millions) | | | Core operating income (in millions) | | |||
| Total shareholder return | | | Peer group total shareholder return | | |||||||||||||||||||||
| 2022 | | | $25,152,070 | | | $44,160,566 | | | $8,148,565 | | | $12,454,746 | | | $150.44 | | | $133.77 | | | $5,313 | | | $6,457 | |
| 2021 | | | $23,181,184 | | | $42,028,742 | | | $7,014,834 | | | $10,960,083 | | | $129.69 | | | $115.42 | | | $8,539 | | | $5,569 | |
| 2020 | | | $20,328,167 | | | $14,619,607 | | | $6,700,291 | | | $5,454,658 | | | $101.42 | | | $93.94 | | | $3,533 | | | $3,313 | |
| Year | | | Core operating return on equity | | | Core operating return on tangible equity | | | P&C combined ratio | | | Tangible book value per share growth | |
| 2022 | | | 11.2% | | | 17.2% | | | 87.6% | | | -23.5% | |
| 2021 | | | 9.9% | | | 15.3% | | | 89.1% | | | 7.6% | |
| 2020 | | | 6.2% | | | 9.8% | | | 96.1% | | | 12.2% | |
| Year | | | Summary Compensation Table total | | | Stock and option awards granted during year and included in the Summary Compensation Table | | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | | Total | |
| 2022 | | | $25,152,070 | | | $(14,647,433) | | | $18,365,019 | | | $6,082,084 | | | $1,955,057 | | | $7,253,769 | | | $44,160,566 | |
| 2021 | | | $23,181,184 | | | $(13,121,951) | | | $16,059,140 | | | $7,561,095 | | | $1,856,572 | | | $6,492,703 | | | $42,028,742 | |
| 2020 | | | $20,328,167 | | | $(12,042,356) | | | $13,053,849 | | | $(53,169) | | | $(11,308,342) | | | $4,641,458 | | | $14,619,607 | |
| Year | | | Summary Compensation Table total | | | Stock and option awards granted during year and included in the Summary Compensation Table | | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | | Total2 | |
| 2022 | | | $8,148,565 | | | $(4,134,431) | | | $5,183,762 | | | $1,497,256 | | | $459,212 | | | $1,300,382 | | | $12,454,746 | |
| 2021 | | | $7,014,834 | | | $(3,592,519) | | | $4,424,191 | | | $1,665,948 | | | $357,278 | | | $1,090,350 | | | $10,960,083 | |
| 2020 | | | $6,700,291 | | | $(3,121,085) | | | $3,383,235 | | | $(14,102) | | | $(2,435,364) | | | $941,683 | | | $5,454,658 | |
| Chubb Limited 2023 Proxy Statement | | | 131 | |
| Most Important Financial Performance Measures | |
| Core operating income | |
| Core operating return on equity | |
| Core operating return on tangible equity | |
| P&C combined ratio | |
| Tangible book value per share growth | |
| 132 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited 2023 Proxy Statement | | | 133 | |
| 134 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
| 136 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
| | | Chubb Limited | |
| Chubb Limited 2023 Proxy Statement | | | 139 | |
| 140 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
| 142 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
| 144 | | | Chubb Limited 2023 Proxy Statement | |
| Chubb Limited | | | |
(in millions of U.S. dollars, except share and per share data) | | Full Year 2021 | | Full Year 2020 | | % Change | | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | % Change 22 vs 21 | | |||||||
Net income, as reported | | $8,539 | | $3,533 | | 141.7% | | | $5,313 | | $8,539 | | $3,533 | | -37.8% | | |||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax | | (64) | | (95) | | | | | (20) | | (64) | | (95) | | | | |||||||
Tax benefit on amortization adjustment | | 11 | | 17 | | | | | 1 | | 11 | | 17 | | | | |||||||
Cigna integration expenses, pre-tax | | (48) | | — | | — | | | | ||||||||||||||
Tax benefit on Cigna integration expenses | | 10 | | — | | — | | | | ||||||||||||||
Adjusted realized gains (losses), pre-tax1 | | 1,160 | | (499) | | | | | (954) | | 1,160 | | (499) | | | | |||||||
Net realized gains (losses) related to unconsolidated entities, pre-tax2 | | 2,134 | | 821 | | | | | (262) | | 2,134 | | 821 | | | | |||||||
Tax expense on adjusted net realized gains (losses) | | | (271) | | (24) | | | | | ||||||||||||||
Tax (expense) benefit on adjusted net realized gains (losses) | | | 129 | | (271) | | (24) | | | | | ||||||||||||
Core operating income | | | $5,569 | | $3,313 | | | 68.1% | | | | $6,457 | | $5,569 | | $3,313 | | | 15.9% | | |||
Denominator | | | 443,197,278 | | 453,441,512 | | | | | ||||||||||||||
Denominator: Adj. wtd. avg. shares outstanding and assumed conversions | | | 423,527,444 | | 443,197,278 | | 453,441,512 | | | | | ||||||||||||
Diluted earnings per share | | | | | | | | | | | | | | | | | |||||||
Net income | | $19.27 | | $7.79 | | 147.4% | | | $12.55 | | $19.27 | | $7.79 | | -34.9% | | |||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, net of tax | | (0.12) | | (0.17) | | | | | (0.04) | | (0.12) | | (0.17) | | | | |||||||
Cigna integration expenses, net of tax | | (0.09) | | — | | — | | | | ||||||||||||||
Adjusted net realized gains (losses), net of tax | | | 6.83 | | 0.65 | | | | | | | (2.56) | | 6.83 | | 0.65 | | | | | |||
Core operating income | | $12.56 | | $7.31 | | 71.8% | | | $15.24 | | $12.56 | | 7.31 | | 21.3% | | |
| | | Chubb Limited | |
(in millions of U.S. dollars, except ratios) | | Full Year 2021 | | Full Year 2020 | | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | |||||
Net income | | $8,539 | | $3,533 | | | $5,313 | | $8,539 | | $3,533 | | |||||
Core operating income | | $5,569 | | $3,313 | | | $6,457 | | $5,569 | | $3,313 | | |||||
Equity-beginning of period, as reported | | $59,441 | | $55,259 | | | $59,714 | | $59,441 | | $55,259 | | |||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | 4,673 | | 2,543 | | | | 2,256 | | 4,673 | | 2,543 | | |||
Equity-beginning of period, as adjusted | | | $54,768 | | $52,716 | | | | $57,458 | | $54,768 | | $52,716 | | |||
Less: goodwill and other intangible assets, net of tax | | | 19,916 | | 20,012 | | | | 19,456 | | 19,916 | | 20,012 | | |||
Equity — beginning of period, as adjusted, excluding goodwill and other intangible assets | | | $34,852 | | $32,704 | | |||||||||||
Equity-beginning of period, as adjusted, excluding goodwill and other intangible assets | | | $38,002 | | $34,852 | | $32,704 | | |||||||||
Equity-end of period, as reported | | $59,714 | | $59,441 | | | $50,540 | | $59,714 | | $59,441 | | |||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | 2,256 | | 4,673 | | | | (7,279) | | 2,256 | | 4,673 | | |||
Equity-end of period, as adjusted | | | $57,458 | | $54,768 | | | | $57,819 | | $57,458 | | $54,768 | | |||
Less: goodwill and other intangible assets, net of tax | | | 19,456 | | 19,916 | | | | 20,605 | | 19,456 | | 19,916 | | |||
Equity — end of period, as adjusted, excluding goodwill and other intangible assets | | | $38,002 | | $34,852 | | |||||||||||
Equity-end of period, as adjusted, excluding goodwill and other intangible assets | | | $37,214 | | $38,002 | | $34,852 | | |||||||||
Weighted average equity, as reported | | $59,578 | | $57,350 | | | $55,127 | | $59,578 | | $57,350 | | |||||
Weighted average equity, as adjusted | | $56,113 | | $53,742 | | | $57,639 | | $56,113 | | $53,742 | | |||||
Weighted average equity, as adjusted, excluding goodwill and other intangible assets | | $36,427 | | $33,778 | | | $37,608 | | $36,427 | | $33,778 | | |||||
ROE | | 14.3% | | 6.2% | | | 9.6% | | 14.3% | | 6.2% | | |||||
Core operating ROTE | | 15.3% | | 9.8% | | | 17.2% | | 15.3% | | 9.8% | | |||||
Core operating ROE | | 9.9% | | 6.2% | | | 11.2% | | 9.9% | | 6.2% | | |||||
Private equities realized gains (losses), after-tax1 | | $2,053 | | | | ||||||||||||
Impact of Private equities if included in Core operating ROE — Favorable 1 | | 3.7 pts | | | | ||||||||||||
Impact of Private equities if included in Core operating ROTE — Favorable 1 | | 5.6 pts | | | | ||||||||||||
|
| Chubb Limited 2023 Proxy Statement | | | 147 | |
| | Full Year 2021 | | Full Year 2020 | | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | |||||
Combined ratio | | 89.1% | | 96.1% | | | 87.6% | | 89.1% | | 96.1% | | |||||
Add: impact of gains and losses on crop derivatives | | | 0.0% | | 0.0% | | | | 0.0% | | 0.0% | | 0.0% | | |||
P&C combined ratio | | 89.1% | | 96.1% | | | 87.6% | | 89.1% | | 96.1% | | |||||
Less: Catastrophe losses | | 7.1% | | 10.6% | | | 5.9% | | 7.1% | | | | |||||
Less: Prior period development | | | (2.8)% | | (1.2)% | | | | (2.5)% | | (2.8)% | | | | | ||
CAY P&C combined ratio excluding CATs | | 84.8% | | 86.7% | | | 84.2% | | 84.8% | | | | |||||
| |
(in millions of U.S. dollars) | | Full Year 2021 | | Full Year 2020 | | | Full Year 2022 | | Full Year 2021 | | ||||
Net investment income | | $3,456 | | $3,375 | | | $3,742 | | $3,456 | | ||||
Less: Amortization expense of fair value adjustment on acquired invested assets | | (84) | | (116) | | | (41) | | (84) | | ||||
Add: Other income from private equity partnerships | | | 179 | | 115 | | ||||||||
Add: Other income (expense) from private equity partnerships | | | 240 | | 179 | | ||||||||
Adjusted net investment income | | $3,719 | | $3,606 | | | $4,023 | | $3,719 | | |
(in millions of U.S. dollars, except share and per share data) | | December 31, 2022 | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | | % Change | | ||||||||||||||||||||
| December 31, 2021 | | December 31, 2020 | | % Change | | | 22 vs 21 | | 21 vs 20 | | 20 vs 19 | | |||||||||||||||||||
Shareholders’ equity | | $59,714 | | $59,441 | | | | | $50,540 | | $59,714 | | $59,441 | | $55,331 | | | | | | | | ||||||||||
Less: goodwill and other intangible assets, net of tax | | | 19,456 | | 19,916 | | | | | | | 20,605 | | 19,456 | | 19,916 | | 20,012 | | | | | | | | | ||||||
Numerator for tangible book value per share | | | $40,258 | | $39,525 | | | | | | | $29,935 | | $40,258 | | $39,525 | | $35,319 | | | | | | | | | ||||||
Denominator: shares outstanding | | 426,572,612 | | 450,732,625 | | | | | 414,594,856 | | 426,572,612 | | 450,732,625 | | 451,971,567 | | | | | | | | ||||||||||
Book value per common share | | $139.99 | | $131.88 | | 6.1% | | | $121.90 | | $139.99 | | $131.88 | | $122.42 | | -12.9% | | 6.1% | | 7.7% | | ||||||||||
Tangible book value per common share | | $94.38 | | $87.69 | | 7.6% | | | $72.20 | | $94.38 | | $87.69 | | $78.14 | | -23.5% | | 7.6% | | 12.2% | | ||||||||||
|
| | | Chubb Limited | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 2022 | | | December 31, 2021 | | | % Change | |
Book value | | | $50,540 | | | $59,714 | | | | |
Less: AOCI | | | (10,193) | | | 350 | | | | |
Book value excluding AOCI | | | $60,733 | | | $59,364 | | | | |
Tangible book value | | | 29,935 | | | 40,258 | | | | |
Less: Tangible AOCI | | | (9,287) | | | 1,078 | | | | |
Tangible book value excluding tangible AOCI | | | $39,222 | | | $39,180 | | | | |
Denominator: shares outstanding | | | 414,594,856 | | | 426,572,612 | | | | |
Book value per share excluding AOCI | | | $146.49 | | | $139.16 | | | 5.3% | |
Tangible book value per share excluding tangible AOCI | | | $94.60 | | | $91.85 | | | 3.0% | |
|
| Chubb Limited 2023 Proxy Statement | | | 149 | |
| II. Aktienkapital und Aktien | | | II. Share Capital and Shares | |
| Artikel 3 Aktienkapital a) Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10 und ist eingeteilt in 446’376’614 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert. | | | Article 3 Share Capital a) The share capital of the Company amounts to CHF 10,779,995,228.10 and is divided into 446,376,614 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in. | |
| b) Auf Beschluss der Generalversammlung können jederzeit Namenaktien in Inhaberaktien und Inhaberaktien in Namenaktien umgewandelt werden. | | | b) Upon resolution of the General Meeting of Shareholders, registered shares may be converted into bearer shares and bearer shares may be converted into registered shares, at any time. | |
| Artikel 7 Aktienzertifikate a) Die Gesellschaft kannDer Aktionär hat keinen Anspruch auf Druck und Auslieferung der Aktienzertifikate verzichten sowievon Urkunden oder auf Umwandlung von in bestimmter Form ausgegebenen Aktien in eine andere Form. Die Gesellschaft kann bereits gedruckte Zertifikate annullieren. Letzteres setzt die Einlieferung der Zertifikate bei der Gesellschaft sowie das Einverständnis der Aktionäre voraus. Der Aktionär kann jedoch von der Gesellschaft jederzeit kostenlos Druck und Auslieferung der Aktienzertifikate verlangen. Die Gesellschaft kann die Namenaktien ihrerseits jederzeit drucken. | | | Article 7 Share Certificates a) The Company may forego theshareholder has no right to demand printing andor delivery of registeredshare certificates or a conversion of the form of the shares and. The Company may cancel without replacement already printed shares. Registered shares already issued can only be cancelled when they are returned to the Company and the shareholder agrees. The shareholder may request at any time, without cost, the printing and delivery of his registered shares. The Company may for its part print out the registered shares at any time. | |
| [Absätze b) und c) unverändert] | | | [paragraphs b) and c) unchanged] | |
| III. Organisation | | | III. Organization | |
| A. Die Generalversammlung | | | A. The General Meeting | |
| Artikel 9 Befugnisse Die Generalversammlung ist das oberste Organ der Gesellschaft. Sie hat die folgenden unübertragbaren Befugnisse: | | | Article 9 Authorities The General Meeting is the supreme corporate body of the Company. It has the following non-transferable powers: | |
| 1. die Festsetzung und Änderung der Statuten; | | | 1. to adopt and amend the Articles of Association; | |
| 2. die Wahl und Abwahl der Mitglieder des Verwaltungsrats, des Präsidenten des Verwaltungsrats, der Mitglieder des Vergütungsausschusses, der Revisionsstelle und des unabhängigen Stimmrechtsvertreters; | | | 2. to elect and remove the members of the Board of Directors, the Chairman of the Board of Directors, the members of the Compensation Committee, the Auditors and the independent proxy; | |
| 3. die Genehmigung des Lageberichts, der Jahresrechnung und der Konzernrechnung sowie, des Berichts über nichtfinanzielle Belange der Gesellschaft, die Beschlussfassung über die Verwendung des | | | 3. to approve the statutorily required management report, the annual accounts and the consolidated financial statements as well as, the report on non-financial matters of the Company, to pass resolutions regarding | |
| Chubb Limited 2023 Proxy Statement | | | A-1 | |
| Bilanzgewinns, insbesondere die Festsetzung der Dividende (einschliesslich einer allfälligen Rückzahlung der gesetzlichen Kapitalreserve), sowie die Festsetzung der Zwischendividende aus laufendem Gewinn und die Genehmigung des damit verbundenen Zwischenabschlusses; | | | the allocation of profits as shown on the balance sheet, in particular to determine the dividends (including any repayment of the statutory capital reserve) as well as to determine the dividend out of current profits (interim dividends) and the interim financial statements in relation thereto; | |
| 4. die Entlastung der Mitglieder des Verwaltungsrats; | | | 4. to grant discharge to the members of the Board of Directors; | |
| 5. die Dekotierung der Beteiligungspapiere der Gesellschaft; | | | 5. to delist the Company’s shares; | |
| 56. die Genehmigung der Vergütungen des Verwaltungsrats und der Geschäftsleitung gemäss Art. 25 der Statuten; und | | | 56. to approve the compensation of the Board of Directors and the Executive Management in accordance with Article 25; and | |
| 67. die Beschlussfassung über die Gegenstände, die der Generalversammlung durch das Gesetz oder die Statuten vorbehalten sind oder welche ihr vom Verwaltungsrat vorgelegt werden. | | | 67. to pass resolutions regarding items which are reserved to the General Meeting by law or by the Articles of Association or which are presented to it by the Board of Directors. | |
| Artikel 10 Generalversammlungen sowie deren Einberufung [Absatz a) unverändert] | | | Article 10 Meetings and Convening the Meeting [Paragraph a) unchanged] | |
| b) Ausserordentliche Generalversammlungen finden sattstatt, wenn es die Generalversammlung, die Revisionsstelle oderder Verwaltungsrat für notwendig erachten.angezeigt erachtet. Ausserdem müssen ausserordentliche Generalversammlungen einberufen werden,auf Beschluss einer Generalversammlung oder wenn stimmberechtigte Aktionäre, welche zusammen mindestens 105% des Aktienkapitals vertreten, es unter Anführung des Verhandlungsgegenstandes und der Anträge schriftlich verlangen. | | | b) Extraordinary General Meetings may be called by resolution of the Board of Directors. Moreover, Extraordinary General Meetings must be called if shareholders so resolve at a General Meeting, the Auditors or the Board of Directors, or by if shareholders with voting powers, provided they representrepresenting at least 105% of the share capital request so in writing, stating the agenda items and the motions. | |
| Artikel 11 Einberufung Die Generalversammlung wird durch den Verwaltungsrat, nötigenfalls durch die Revisionsstelle oder die Liquidatoren, einberufen. Die Einladung erfolgt mindestens 20 Tage vor der Versammlung durch Publikation im Schweizerischen Handelsamtsblatt. Der Inhalt der Einberufung richtet sich nach dem Gesetz. | | | Article 11 Notice The General Meeting is summoned by the Board of Directors or if necessary by the Auditors or the liquidators. Notice of the General Meeting shall be given by publication in the “Schweizerisches Handelsamtsblatt” at least 20 days before the date of the meeting. The notice of the meeting shall include the content prescribed by law. | |
| Artikel 12 Traktanden [Absatz a) unverändert] | | | Article 12 Agenda [Paragraph a) unchanged] | |
| b) [Vorgeschlagene Änderung des ersten Absatzes von b) in Traktandum 9.2] Soll eine Begründung in Übereinstimmung mit diesem Artikel 12 und anderen anwendbaren rechtlichen Bestimmungen in die Einberufung aufgenommen werden, ist sie vom Antragsteller innert derselben Frist einzureichen und prägnant, klar und nicht irreführend zu formulieren. | | | b) [Proposed change to first paragraph of b) included in Agenda Item 9.2] In case registered shareholders in compliance with this Article 12 and other applicable legal requirements wish to have an explanation of the matter included in the invitation, such statement shall be submitted within the same period of time and shall be concise, clear and not misleading. | |
| [Absatz c) unverändert] | | | [Paragraph c) unchanged] | |
| A-2 | | | Chubb Limited 2023 Proxy Statement | |
| d) In der Einberufung der Versammlung werden die Traktanden und die Anträge des Verwaltungsrates sowie derjenigen Aktionäre bekanntgegeben, welche die Traktandierung oder die Durchführung einer Generalversammlung verlangt haben. | | | d) The notice of the meeting shall state the matters on the agenda and the proposals of the Board of Directors and of those shareholders who have demanded that a meeting be called or that matters be included in the agenda. | |
| Artikel 15 Unabhängiger Stimmrechtsvertreter und weitere Vertretungsregeln | | | Article 15 Independent Proxy and Additional Rules on Proxies | |
| [Absatz a) unverändert] | | | [Paragraph a) unchanged] | |
| b) Jeder stimmberechtigte Aktionär kann seine Aktien durch den von ihm schriftlich oder elektronisch bevollmächtigten unabhängigen Stimmrechtsvertreter oder durch eine andere Person in Übereinstimmung mit Art. 14 lit. a) vertreten lassen. Die Mitglieder des Verwaltungsrates und der Geschäftsleitung dürfen Aktionäre vertreten, sofern es sich nicht um eine institutionalisierte Vertretung handelt. Verwahrungsstellen dürfen Aktionäre vertreten und gelten nicht als Depotvertreter (im Sinne von Art. 689d689b Abs. 2 OR), sofern sie aufgrund einer schriftlichen Vollmacht und nach Massgabe von konkreten oder allgemeinen Weisungen des betreffenden Aktionärs handeln. | | | b) Each shareholder may be represented at the General Meeting by the Independent Proxy by way of a written or electronic proxy or by another person in accordance with Article 14(a). The members of the Board of Directors and the Executive Management are allowed to represent shareholders provided that this does not constitute an institutionalized representation of shareholders. Custodians may represent shareholders and shall not be deemed depositary representatives (in the sense of Art. 689d689b para. 2 of the Swiss Code of Obligations), provided that they act based on a written proxy and in accordance with specific or general instructions of the relevant shareholder. | |
| [Absätze c) — f) unverändert] | | | [Paragraphs c) and d) unchanged] | |
| | | | e) If the Independent Proxy is not available anymore to hold office, if the Board of Directors lawfully suspends himit from its office, or if the Company does not have an Independent Proxy capable of acting for other reasons, then the Board of Directors shall appoint a new Independent Proxy for the next General Meeting. Proxies and voting instructions that were already issued remain valid for the new Independent Proxy as long as a shareholder does not explicitly determine otherwise. | |
| | | | [Paragraph f) unchanged] | |
| Artikel 17 Quorum Ein Beschluss der Generalversammlung, der mindestens zwei Drittel der vertretenen Stimmen und die absolute Mehrheit der vertretenen Aktiennennwerte auf sich vereinigt, ist erforderlich für: | | | Article 17 Quorums A resolution of the General Meeting passed by at least two thirds of the represented share votes and the absolute majority of the represented shares par value is required for: | |
| 1. die in Art. 704 Abs. 1 OR aufgeführten Geschäfte, d.h. für: | | | 1. the cases listed in art. 704 para. 1 CO, i.e.: | |
| (a) die Änderung des Gesellschaftszwecks; | | | (a) the change of the company purpose; | |
| (b) die Einführung von Stimmrechtsaktien; | | | (b) the creation of shares with privileged voting rights; | |
| (c) die Beschränkung der Übertragbarkeit von Namenaktien; (b) die Zusammenlegung von Aktien, soweit dafür nicht die Zustimmung aller betroffenen Aktionäre erforderlich ist; (d) eine genehmigte oder bedingte Kapitalerhöhung; | | | (cb) the restrictionconsolidation of shares, to the transferabilityextent consent of registered sharesall shareholders concerned is not required; (d) an increase of capital, authorized or subject to a condition; | |
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| (ec) die Kapitalerhöhung aus Eigenkapital, gegen SacheinlageSacheinlagen oder zwecks Sachübernahmedurch Verrechnung mit einer Forderung und die Gewährung von besonderen Vorteilen; | | | (ec) an increase of capital out of equity, against contribution in kind, or for the purpose of acquisition of assetsby offsetting against a claim and the granting of special benefits; | |
| (fd) die Einschränkung oder Aufhebung des Bezugsrechts; | | | (fd) the limitation or withdrawal of pre-emptive rights; | |
| (e) die Einführung eines bedingten Kapitals oder eines Kapitalbands; | | | (e) an introduction of contingent capital or a capital band; | |
| (f) die Umwandlung von Partizipationsscheinen in Aktien; | | | (f) a conversion of participation certificates to shares; | |
| (g) die Beschränkung der Übertragbarkeit von Namenaktien; | | | (g) the restriction of the transferability of registered shares; | |
| (h) die Einführung von Stimmrechtsaktien; | | | (h) the creation of shares with privileged voting rights; | |
| (i) den Wechsel der Währung des Aktienkapitals; | | | (i) a change of the currency of the share capital; | |
| (j) die Einführung des Stichentscheids des Vorsitzenden in der Generalversammlung; | | | (j) the introduction of the casting vote of the Chairman of the General Meeting; | |
| (k) die Dekotierung der Beteiligungspapiere der Gesellschaft; | | | (k) the delisting of the Company’s shares or other equity instruments; | |
| (g)l) die Verlegung des Sitzes der Gesellschaft; | | | (g)l) the change of the domicile of the Company; | |
| (m) die Einführung einer statutarischen Schiedsklausel; | | | (m) the introduction of an arbitration clause in these Articles of Association; | |
| (n) die Auflösung der Gesellschaft; | | | (n) the dissolution of the Company; | |
| 2. Fusion, Spaltung und Umwandlung der Gesellschaft (zwingende gesetzliche Bestimmungen vorbehalten); | | | 2. the merger, de-merger or conversion of the Company (subject to mandatory law); | |
| 3. die Lockerung und die Aufhebung von Übertragungsbeschränkungen der Namenaktien; | | | 3. the alleviating or withdrawal of restrictions upon the transfer of registered shares; | |
| 4. die Umwandlung von Namenaktien in Inhaberaktien und umgekehrt; | | | 4. the conversion of registered shares into bearer shares and vice versa; | |
| 5. für die Auflösung der Gesellschaft mit Liquidation; | | | 5. the dissolution of the Company followed by liquidation; | |
| 65. die Abberufung von Mitgliedern des Verwaltungsrates im Sinne von Art. 705 Abs. 1 OR; und | | | 65. the dismissal of the members of the Board of Directors according to art. 705 para. 1 CO; and | |
| 76. die Änderung oder Aufhebung der Art. 8, 14, 15, 16 und 1617 der Statuten. | | | 76. the amendment or elimination of the provisions of Article 8, Article 1415 and Article 1516 of the Articles of Association as well as those contained in this Article 1617. | |
| A-4 | | | Chubb Limited 2023 Proxy Statement | |
| B. Der Verwaltungsrat | | | B. The Board of Directors | |
| Artikel 20 Einzelne Befugnisse Der Verwaltungsrat hat folgende unübertragbare und unentziehbare Befugnisse: | | | Article 20 Duties The Board of Directors has the following non-transferable and inalienable duties: | |
| 1. die Oberleitung der Gesellschaft und die Erteilung der nötigen Weisungen; | | | 1. to ultimately oversee the Company and issue the necessary directives; | |
| 2. die Festlegung der Organisation; | | | 2. to determine the organization; | |
| 3. die Ausgestaltung des Rechnungswesens, der Finanzkontrolle sowie der Finanzplanung, sofern diese für die Führung der Gesellschaft notwendig ist; | | | 3. to organize the accounting, the financial control, as well as the financial planning; | |
| 4. die Ernennung und Abberufung der mit der Geschäftsführung und der Vertretung betrauten Personen, sowie die Erteilung der Zeichnungsberechtigungen; | | | 4. to appoint and remove the persons entrusted with the management and representation of the Company and to grant signatory power; | |
| 5. die Oberaufsicht über die mit der Geschäftsführung und der Vertretung betrauten Personen, namentlich im Hinblick auf die Befolgung der Gesetze, Statuten, Reglemente und Weisungen; | | | 5. to ultimately supervise the persons entrusted with the management, in particular with respect to compliance with the law and with the Articles of Association, regulations and directives; | |
| 6. die Erstellung des Geschäftsberichtes, des Vergütungsberichtes, des Berichts über nichtfinanzielle Belange und weitere Berichte, welche zwingend vom Verwaltungsrat zu genehmigen sind sowie die Vorbereitung der Generalversammlung und die Ausführung ihrer Beschlüsse; | | | 6. to prepare the business report, the compensation report, the report on non-financial matters and other reports that are subject to mandatory approval by the Board of Directors, as well as the General Meeting and to implement the latter’s resolutions; | |
| 7. die Einreichung eines Gesuchs um Nachlassstundung und die Benachrichtigung des RichtersGerichts im Falle der Überschuldung; | | | 7. to file a motion for debt-restructuring moratoria and to inform the judgecourt in the event of overindebtednessover-indebtedness; | |
| 8. die Beschlussfassung über die nachträgliche Liberierung von nicht vollständig liberierten Aktien; | | | 8. to pass resolutions regarding the subsequent payment of capital with respect to non-fully paid-in shares; | |
| 9. die Beschlussfassung über die Durchführung von Kapitalveränderungen, soweit diese in der Kompetenz des Verwaltungsrates liegen, sowie die Feststellung von KapitalerhöhungenKapitalveränderungen und die entsprechenden Statutenänderungen; | | | 9. to pass resolutions to implement changes in share capital, to the extent these are within the powers of the Board of Directors, as well as confirming increaseschanges in share capital and regarding the amendments to the Articles of Association entailed thereby; | |
| 10. Überwachung der Fachkenntnisse der Spezialrevisionsstelle in den Fällen, in denen das Gesetz den Einsatz einer solchen vorsieht.; und | | | 10. to examine the professional qualifications of the specially qualified Auditors in the cases in which the law foresees the use of such Auditors.; and | |
| 11. alle weiteren durch das Gesetz vorgesehenen unübertragbaren und unentziehbaren Aufgaben des Verwaltungsrats. | | | 11. all other non-transferable and inalienable duties of the Board of Directors provided for by law. | |
| IV. Vergütungen und damit im Zusammenhang stehende Bestimmungen | | | IV. Compensation and Related Provisions | |
| Artikel 25 Genehmigung von Vergütungen [Absätze a), b) und c) unverändert] | | | Article 25 Approval of Compensation [Paragraphs a), b) and c) unchanged] | |
| Chubb Limited 2023 Proxy Statement | | | A-5 | |
| d) Die Gesellschaft ist berechtigt, eine Vergütung (einschließlicheinschliesslich Entschädigung für den Verlust von Vergütung oder für finanzielle Nachteile im Zusammenhang mit dem Arbeitswechsel) an solche Mitglieder der Geschäftsleitung zu bezahlen, die nach dem relevanten Genehmigungsbeschluss der Generalversammlung (i) in die Geschäftsleitung eintreten oder (ii) innerhalb der Geschäftsleitung zum Chief Executive Officer befördert werden; dies selbst dann, wenn der durch die Generalversammlung bereits genehmigte Betrag nicht ausreichend ist. Diese Zusatzbeträge müssen nicht durch die Generalversammlung genehmigt werden, sofern ihre Summe in jeder einzelnen relevanten Zeitspanne 40% des genehmigten maximalen Gesamtbetrags (vollständig, nicht pro rata temporis) der Vergütung für die Mitglieder der Geschäftsleitung für diesselbe Zeitspanne nicht überschreitet, für welche die Genehmigung durch die Generalversammlung bereits erteilt wurde. | | | d) The Company is authorized to pay compensation (including indemnification for loss of compensation or for financial disadvantages in connection with the change of employment) to such members of the Executive Management who after the relevant approval resolution by the General Meeting (i) join the Executive Management or (ii) are promoted within the Executive Management to Chief Executive Officer, even if the total amount already approved by the General Meeting is not sufficient. These supplementary amounts do not need to be approved by the General Meeting, provided that their sum in each single relevant period of time does not exceed 40% of the approved maximum aggregate amount (in full not pro rata temporis) of the compensation of the members of the Executive Management for the same period of time for which approval by the General Meeting has already be obtained. | |
| [Absatz e) unverändert] | | | [Paragraph e) unchanged] | |
| f) Der Verwaltungsrat unterbreitet den Vergütungsbericht der Generalversammlung zur Konsultativabstimmung. | | | f) The Board of Directors shall submit the compensation report to the General Meeting for a non-binding vote. | |
| Artikel 26 Zulässige zusätzliche Tätigkeiten a) Ein Mitglied des Verwaltungsrats darf nicht mehr als die folgende Anzahl zusätzlicher Mandate (wie nachstehend definiert) halten: | | | Article 26 Permitted Additional Activities a) Any member of the Board of Directors shall hold no more than the following numbers of additional mandates (as defined below): | |
| 1. bis zu 4 Mandate in börsenkotierten UnternehmenGesellschaften; | | | 1. up to 4 mandates in publicly-traded companies; | |
| 2. bis zu 10 Mandate in nichtkotierten UnternehmenGesellschaften; | | | 2. up to 10 mandates in privately-held companies; and | |
| 3. bis zu 10 Mandate in Stiftungen, Vereinen, wohltätigen Organisationen und anderenähnlichen Rechtseinheiten. (sofern sie ein Unternehmen mit wirtschaftlichem Zweck darstellen). | | | 3. up to 10 mandates in foundations, associations, charitable organizations and other similar entities. (in each case to the extent they are an undertaking with an economic purpose). | |
| b) Die Begrenzungen in Art. 26 lit. a) der Statuten gelangen auch für Mitglieder der Geschäftsleitung zur Anwendung, wobei die maximale Anzahl zusätzlicher Mandate in börsenkotierten Unternehmen (Ziff. 1 vorstehend) jedoch bei 2 liegt. | | | b) The limitations set forth in Article 26(a) above shall also apply to members of the Executive Management provided, however, that the maximum number of additional mandates in publicly-traded companies (no. 1 above) shall be 2. | |
| c) Mandate, die in verschiedenen Rechtseinheiten ein und desselben Konzerns oder auf Anordnung der Gesellschaft oder einer anderen Rechtseinheit gemäss Art. 26 lit. a) der Statuten gehalten werden (einschliesslich in Vorsorgeeinrichtungen und Gemeinschaftsunternehmen), zählen nicht als separate Mandate. Eine kurzfristige Überschreitung der in diesem Artikel geregelten Begrenzungen ist zulässig. | | | c) Mandates held in different legal entities of the same group or by order of the Company or of another legal entity pursuant to Article 26(a) above (including in pension funds and joint ventures) shall not count as separate mandates. It is admissible to exceed the limitations set forth in this Article for a short period of time. | |
| A-6 | | | Chubb Limited 2023 Proxy Statement | |
| d) Ein “Mandat” im Sinne dieses Artikels ist ein Mandatdie Mitgliedschaft im Verwaltungsrat, in den obersten Leitungs-der Geschäftsleitung oder Verwaltungsorganen von Rechtseinheiten, die verpflichtet sind, sich ins Handelsregisterim Beirat, oder in ein entsprechendes ausländisches Register eintragen zu lasseneine vergleichbare Funktion nach ausländischem Recht, eines Unternehmens mit wirtschaftlichem Zweck, mit Ausnahme der Gesellschaft und Rechtseinheiten, die durch die Gesellschaft kontrolliert werden oder diese kontrollieren. | | | d) A “mandate” within the meaning of this Article shall mean a mandate in superior governing the board of directors, the executive management or administrative bodies of legal entities that are obliged to register themselves in the commercial registry advisory board, or any a comparable function under foreign register law, of an undertaking with an economic purpose, except for the Company and any entity controlled by, or controlling, the Company. | |
| Artikel 27 Vereinbarungen mit der Geschäftsleitung und dem Verwaltungsrat | | | Article 27 Agreements with Executive Management and the Board of Directors | |
| a) Die Dauer der Verträge, die den Vergütungen für die Mitglieder des Verwaltungsrats zugrunde liegen, darf die Amtsdauer nicht überschreiten. Arbeits- und Dienstleistungsverträge mit Mitgliedern der Geschäftsleitung und, falls anwendbar, mit Mitgliedern des Verwaltungsrates sind in der Regel unbefristet und können eine Kündigungsfrist von bis zu 12 Monaten vorsehen. Falls der Verwaltungsrat oder einer seiner Ausschüsse zum Schluss gelangt, dass eine befristete Vertragsdauer angemessen ist, so übersteigt diese nicht 12 Monate. | | | a) The term of agreements with the members of the Board of Directors regarding their compensation may not exceed the term of office. Any employment or service agreements of the members of the Executive Management and, if applicable, with members of the Board of Directors are as a general rule without fixed term and may provide for notice periods of up to 12 months. If the Board of Directors or any of its Committees comes to the conclusion that a fixed term is appropriate, the fixed term shall not exceed 12 months. | |
| b) Die Gesellschaft kann mit Mitgliedern der Geschäftsleitung entschädigte Konkurrenzverbote für eine Dauer von bis zu 2 Jahren nach der Beendigung des Arbeitsverhältnisses vereinbaren. Die Entschädigung, die pro Jahr des Konkurrenzverbots zu entrichten ist, beträgt maximal die Summe (i) der letzten jährlichen Grundvergütung des Mitglieds, (ii) des Durchschnitts der letzten drei tatsächlichen Jahresboni des Mitglieds, und (iii) der Prämienzahlungen für Kranken- und/oder Zahnversicherung basierend auf der Wahl des Mitglieds zur Zeit der Beendigung des Arbeitsverhältnisses.; vorausgesetzt, dass der Gesamtbetrag der für das Konkurrenzverbot auszuzahlenden Entschädigung nicht die Obergrenze nach Art. 735c Ziff. 2 OR übersteigt. Zudem kann die Gesellschaft die Ausrichtung bestimmter Vergütungselemente, die mit in der Vergangenheit erbrachten Leistungen eines Mitglieds im Zusammenhang stehen, vom Abschluss und der Einhaltung eines Konkurrenzverbots abhängig machen, so insbesondere (i) die Ausrichtung eines pro rata Bonusbetrags für das Jahr, in welchem das Arbeitsverhältnis mit dem Mitglied beendet wurde, basierend auf der Arbeitsdauer in diesem Jahr und dem Durchschnitt der letzten drei tatsächlichen Jahresboni des Mitglieds, und (ii) das fortgesetzte Vesting von aktienbasierten Awards, die ab dem Zeitpunkt der Beendigung des Arbeitsverhältnisses nicht gevestet (unverfallbar) sind, sowie, falls anwendbar, die fortgesetzte Möglichkeit, bestimmte aktienbasierte Awards (wie Optionen) auszuüben, beides gleich wie während dem Arbeitsverhältnis. Wenn jedoch bis zur Beendigung gemäss Art. 27 lit. a) eine Freistellung gewährt wurde, wird der maximale Zeitraum von 2 | | | b) The Company may enter into compensated non-competition agreements with members of the Executive Management with a duration of up to 2 years after termination of the employment. The compensation payable for each year of the non-compete obligation shall not exceed the sum of (i) the last annual base salary of the member, (ii) the average of the member’s last three actual annual bonuses, and (iii) health and/or dental premium payments based upon the member’s elections in effect as of the termination.; provided, however, that the aggregate amount of compensation payable for the non-compete obligation shall not exceed the limitation set forth in art. 735c ciph. 2 CO. Furthermore, the Company may condition the payment of certain compensation items related to a member’s past services on the entering into and compliance with a non-competition agreement, including without limitation the payment of (i) a pro rata bonus amount for the year in which the member is terminated based upon time worked during such year and the average of the member’s last 3 actual annual bonuses and (ii) continued vesting of the member’s equity awards that are unvested as of the date of termination and, if applicable, continued ability to exercise the member’s equity awards (such as options), each as during employment. If, however, any garden leave was granted until termination under Article 27(a), then the maximum period of 2 years (or the maximum compensation that is calculated based on such period) for any compensated non-compete agreement shall be reduced accordingly. | |
| Chubb Limited 2023 Proxy Statement | | | A-7 | |
| Jahren (oder die maximale Entschädigung, die gestützt auf diesen Zeitraum berechnet wird) für ein entschädigtes Konkurrenzverbot entsprechend reduziert. | | | | |
| VI. Mitteilungen und Sprache der Statuten | | | VI. Notices and Language of the Articles of Association | |
| Artikel 31 Mitteilungen und Bekanntmachungen a) Das Schweizerische Handelsamtsblatt ist das offizielle Publikationsmittel der Gesellschaft. | | | Article 31 Communications and Announcements a) The official means of publication of the Company shall be the “Schweizerisches Handelsamtsblatt”. | |
| b) Mitteilungen der Gesellschaft an die Aktionäre sowie andere Bekanntmachungen erfolgen durch Publikation im “Schweizerisches Handelsamtsblatt”. | | | b) Shareholder invitations and communications of the Company shall be published in the “Schweizerisches Handelsamtsblatt”. | |
| b) Mitteilungen an die Aktionäre können stattdessen oder zusätzlich (i) per Brief an ihre im Aktienregister eingetragenen Adressen, der mit normaler Post verschickt wird, (ii) per E-Mail oder (iii) in einer anderen Form, die der Verwaltungsrat für angemessen hält, verschickt werden. | | | b) Communications to shareholders may instead or in addition be sent (i) by letter to their addresses entered in the share register sent by ordinary mail, (ii) by e-mail or (iii) in such other form as the Board of Directors may deem appropriate. | |
| A-8 | | | Chubb Limited 2023 Proxy Statement | |